Feb. 5, 2024 Lawsuit Dismissal Letter and Other Documents Regarding Dunn v. Dulaney and ASALH

10 January 2024 Dear ASALH Family, On January 5, 2024, I received an email notifying me that a lawsuit had been filed in the Superior Court of the District of Columbia against the Association for the Study of African American Life and History (hereafter referred to as ASALH) and me by Barbara Spencer Dunn, 19 other ASALH members including two members of the ASALH Executive Council, (Valerie Holt and Jarvis Givens). The lawsuit seeks the following declaratory and injunctive relief: a declaratory judgment that President Dulaney did not have the authority to act as President after his resignation, and that any post-resignation act (including the seating of Daryl Scott to the Executive Council) taken by President Dulaney is void; enjoin President Dulaney, from taking any act or assuming any authority as President of ASALH, or making any public representation that he acts on behalf of ASALH, until further order of the Court; enjoin ASALH from allowing President Dulaney to act as President of ASALH, until further order of the Court; authorize Ida Jones, to serve as President of ASALH until further order of the Court or the end of the current presidential term; enjoin ASALH from allowing Daryl Scott to take any act or assume any authority as a member of the ASALH Executive Council, until further order of the Court; order that ASALH publish the filings in the litigation matter to the entire ASALH membership throughout the pendency of the case; and such other relief as the Court deems proper. I have been notified of this lawsuit, but neither I nor ASALH have been properly served a copy of the complaint. I also have received notification that the plaintiffs have filed a motion for a Temporary Restraining Order and Preliminary Injunction. That matter is currently set for a hearing on February 2, 2024, although that date may change. I have directed that the ASALH insurance provider be notified of the filing of the lawsuit and await their determination as to whether they will: a)        defend ASALH in this matter; b)        reimburse ASALH for its legal expenses in this matter; or c)        require ASALH to bear the financial burden of this suit.  If our insurance carrier declines to defend or reimburse us, ASALH will have to find the funds for its legal defense from existing revenues. This certainly will be a challenge. This lawsuit is a rehash of the matters that were resolved by votes of the ASALH membership on September 18, 2023 at the Annual Business Meeting and again at the October 30, 2023 Special Meeting of the ASALH membership.  Among the many false statements that the plaintiffs allege, one charge is that “the Seizure Methods of Technological control” were used “against the Membership who supported the Resignation Position.” In fact, ASALH used the standard Zoom Webinar platform with an additional layer of security to ensure that only eligible members were allowed to participate and vote. Clearly, some members of the Executive Council and several other ASALH members reject the overwhelming decision of the ASALH membership at those meetings and have resorted to litigation to reverse that vote. I will provide additional information regarding this matter as it becomes available. For now, I await the insurance company’s insurance coverage decision. Once we receive their decision, we can determine if, when, and how to engage legal counsel. Fighting this lawsuit has now become a priority for ASALH. To protect ASALH, we must shift resources and thoroughly review the Executive Council’s Conflict of Interest policy, the Code of Ethics, and other applicable policies, because two of the plaintiffs are Executive Council members. As a result, all national ASALH meetings – Executive Council, Executive Committee, and all standing and ad hoc committees of ASALH have been suspended and will be rescheduled once we receive further legal advice. The lawsuit is an effort to distract us from Dr. Woodson’s mission and vision. We will honor his legacy by continuing to work to increase membership, prepare for the Black History Month Festival, organize the 2024 Conference, raise funds to launch the Freedom School initiative, plan and execute the business of ASALH. This distraction will not deter ASALH from fulfilling our founder’s goals and objectives.  . Sincerely,

W. Marvin Dulaney President, ASALH

22 February 2024

Dear ASALH Member:

You may well have received an email communication from “concerned ASALH members” requesting that you sign an electronic petition seeking to remove me as President of ASALH. Please note that it is very offensive that these members are sending out such a communication anonymously and are afraid to step up and identify who they are.

I ask you not to sign their petition. Ignore it. I remain greatly concerned about the continued attempts of some members of ASALH to place their personal agendas and grievances above the interests of our organization. I have been contacted by numerous ASALH members who are also just fed-up with the email communication from these “concerned members who are intent on revisiting a matter that most members of ASALH believe is a settled matter.  If you do not want to receive further communications from these anonymous “concerned members”, you should send an email to the senders directing that they are not to send you any additional emails about this matter.

I sincerely regret having to bring this matter to your attention yet again, but I am compelled by my responsibilities as President of ASALH, and by my personal commitment to the principles of ASALH, to continue to fight for this organization that I hold dear.  I am going to fight against the misinformation that is being circulated by the so-called “concerned members of ASALH.”  I want you to have the following information which I believe will lead you to reject the request for you to sign the electronic petition to remove me as President of ASALH:

• I did not violate the ASALH Constitution and Bylaws when I reinstated the name of Dr. Daryl Scott on the slate of Executive Council candidates that had been submitted by the ASALH Nominating Committee. A number of members of the Executive Council decided that Mr. Scott’s name should be removed as a candidate, not because he did not meet the qualifications for office as set out in the ASALH Constitution, but because they had personal grievances against him for comments that some Executive Council members believed were disparaging of other members of the Executive Council.

 

• I reviewed the ASALH Constitution and Bylaws and determined that the only qualification for election to the Executive Council was to be a member of ASALH in good standing. Dr. Scott was a member in good standing, and the ASALH Constitution and Bylaws did not give the Executive Council the power to remove a candidate from the slate of candidates submitted by the ASALH Nominating Committee unless the candidate was not a member in good standing. I urged Executive Council members who were opposed to the candidacy of Dr. Scott to campaign against his election if they chose to do so, but that I would not allow ASALH to be exposed to possible litigation by accepting the improper removal of Dr. Scott from the slate of candidates for election.

 

• This issue was fully discussed at the October 30, 2023 ASALH Membership Meeting. Many of the same arguments raised in the electronic petition were raised at that meeting. ASALH members heard those arguments. ASALH members were provided two written legal opinions and a written opinion of a professional parliamentarian. After considering all of the foregoing, ASALH members voted to accept/ratify the election of Dr. Scott to the Executive Council.

 

• The office of President of ASALH was never vacant, and Dr. Ida Jones is not and has never been President of ASALH.

 

• On September 13, 2023, I did submit a letter of resignation as President of ASALH to the Secretary of ASALH. I submitted that letter of resignation impulsively, without consulting with others, and out of complete frustration with threats by Executive Council member Jarvis Givens to withhold funds from a funding source for the conference in Jacksonville.

 

• I immediately regretted sending the letter of resignation and was urged by supporters not to resign. I rescinded the letter of resignation the very next day – September 14, 2023. It is important to note that the ASALH Bylaws provide that ASALH follows Robert’s Rules of Order, and those rules provide that a letter of resignation of an officer of an organization is not effective until it is accepted by the organization, and it may be rescinded before it is accepted. Moreover, District of Columbia law allows a nonprofit organization such as ASALH to provide that ASALH will follow Robert’s Rules of Order in this regard.

 

• Again, at the October 30, 2023 ASALH Membership meeting, the very same arguments raised in the electronic petition were raised. ASALH members were provided with two written legal opinions and a written opinion from a professional registered parliamentarian. One of the legal opinions and the opinion of the parliamentarian concluded that my letter of resignation had been validly rescinded and that I remained President of ASALH. The other legal opinion concluded that my letter of resignation in and of itself was effective when issued on September 13, 2023 and could not be rescinded. The ASALH membership heard from and asked questions of the authors of the legal opinions and the professional registered parliamentarian’s opinion. Sixty-eight percent (68 %) of ASALH membership voted that my letter of resignation had been validly rescinded and that I remained President of ASALH.

 

• Notwithstanding the vote of the ASALH membership on October 30, 2023, these so-called concerned members of ASALH continue to refuse to accept the decision of the ASALH membership. They believe that ASALH is not governed by the membership, but by their judgment. That is a view I urge you to reject.

 

• I did not manipulate or ask others to manipulate the voting during the ASALH membership meetings on September 18, 2023, or October 30, 2023.

 

• Those two meetings had the largest number of ASALH members to participate in a virtual meeting. The instructions for participating in each of those virtual meetings were provided in advance. The Executive Director and her staff worked a help desk to assist members with technical issues. There simply was no way for our service provider (ZOOM) to know in advance how someone who logged in was going to vote. I gave no instructions to allow certain members to participate or to block certain members from participating in either of these meetings.

 

• I reported to you in a prior communication that the lawsuit filed against ASALH had been dismissed by the court.

 

• The electronic petition falsely states that the lawsuit filed against ASALH “… successfully obtained the ability to contact …” ASALH members. Again, the lawsuit was dismissed after a motion to dismiss the lawsuit was filed on behalf of ASALH because the judge found the lawsuit to be wholly without merit. District of Columbia law, not the lawsuit, requires that ASALH provide the concerned members of ASALH to obtain a current membership list of ASALH upon request. The concerned members had made no such request prior to filing the lawsuit. ASALH agreed to provide a current membership list when the concerned members made that request in open court after their lawsuit had been dismissed. The lawsuit, like the electronic petition, was a colossal waste of time, money, and effort.

 

• Unfortunately, the so-called concerned members want to re-litigate matters that were resolved by the ASALH membership on October 30, 2023. They want to re-litigate matters that were flatly rejected by the court. They want to substitute their judgment on these matters for the judgment of the ASALH membership. They want to distract us all from the important work of ASALH in an attempt to settle petty grievances.

This is the third attempt by the so-called concerned members to distract ASALH from carrying out its very important work of promoting and defending our history. It is unfortunate that they are pursuing their petty, personal grievances during Black History Month. That in itself is an indication of their lack concern for ASALH and its mission. If they are successful, what will they achieve? Will any of their efforts address some of ASALH’s vital needs: increasing membership, raising more funds to improve its capacity, supporting ASALH’s initiative to create Freedom Schools to teach our children our history, or marshalling its resources to carry out its mission? Of course, not.

I urge you to reject their petition. Do not sign the petition. Please show the so-called “concerned members of ASALH” that the energy, time and money that they are expending to divide our organization can be used better to help ASALH grow and carry out its mission.

I will continue to keep you updated with significant developments such as this recent request for you to sign a petition full of misrepresentations and lies. All former communications related to this matter will remain on the website on the member’s page along with the names and photos of the plaintiffs of the dismissed lawsuit.

 

Sincerely,

 

 

 

W. Marvin Dulaney

National President of ASALH

5 February 2024

Dear ASALH Family:

As you may recall, last month I advised you that that a lawsuit had been filed in the Superior Court of the District of Columbia against the Association for the Study of African American Life and History (hereafter referred to as ASALH) and me by Barbara Spencer Dunn, 19 other ASALH members including two members of the ASALH Executive Council, (Valerie Holt and Jarvis Givens) that sought declaratory and injunctive relief. Additionally, the Vice President for Membership (Ida Jones) submitted an affidavit included in the filing.

In defending against that lawsuit, our attorney filed a motion to dismiss the lawsuit and that motion was heard on Friday, February 2, 2024.

After hearing arguments by counsel for the plaintiffs and from ASALH’s counsel, the judge dismissed the lawsuit. The judge ruled that the court was precluded by rulings of the D.C. Court of Appeals and the D.C. Code from granting the declaratory and injunctive relief requested by the plaintiffs in the lawsuit because the plaintiffs could obtain that relief through the provisions of Article III, Section 2h of the ASALH Constitution. The judge found that the plaintiffs had not shown that they had even attempted to pursue relief pursuant to that section of the ASALH Constitution, or that ASALH had thwarted any attempt by plaintiffs to follow that section of the ASALH Constitution.

The judge ruled that she would not substitute her judgment for that of the membership of ASALH as evidenced by the October 30, 2023 vote of the ASALH membership. The judge made this ruling, in part, as a response to the argument of counsel for plaintiffs that ASALH was not a membership governed organization.

The lawsuit was dismissed, but plaintiffs have the right to re-file the lawsuit if they can show that ASALH has acted to prevent plaintiffs from moving forward with the process provided by Article III, Section 2h of the ASALH Constitution, (Removal of Elected Officials from Office) if the plaintiffs choose to do so. To that end, ASALH was ordered to provide plaintiffs with an ASALH membership list, for the sole purpose of contacting the membership for Article III, Section 2h, by February 9, 2024, which ASALH will do. ASALH does not sell or lend its member or mail list. If you receive any email or correspondence that goes beyond the direction of the court, please send it to me at [email protected].

We continue to see this lawsuit as an effort to distract us from Dr. Woodson’s mission and vision. We will honor his legacy by moving forward with our efforts to increase membership, present the Black History Month Festival including the February 24 th Luncheon, organize the 2024 Conference, raise funds to launch the Freedom School initiative, and plan and execute the business of ASALH. We will not allow this distraction to deter ASALH from fulfilling our founder’s goals and
objectives.

 

Sincerely,

 

 

 

W. Marvin Dulaney

President, ASALH