KCBS Bylaws question re:Marketing Contract

The fact that they are doing this the night before elections close is pretty amazing.
 
Can someone summarize what is happening for those of us without access to link?
 
Attached are the Notice and Agenda for tonight's Special Meeting of the Board
 

Attachments

  • _66778866_v2_-_Notice_of_Special_Meeting_-_The_Kansas_City_Barbeque_Socity.pdf
    106.3 KB · Views: 43
  • 2019-01-10_-_BoD_Special_Meeting_Agenda.pdf
    71.6 KB · Views: 47
As this is a Special Board Meeting, the only notice requirements appear to be to the Board Members. The Notice was dated 1/9/19, which is within the 5 days requirement (which could be waived as well).


Although I have no issues calling out the KCBS BOD for failing to follow our own Bylaws (there are MANY instances of violations), I don't believe this to be one of them. But is it shifty to hide the notification to general membership where they did, absolutely !!

Over the last six years I'm sure that some would consider me to be a defender of the board. I've been on both sides, and can view issues from both perspectives.

When notice is traditionally posted it's on the front page of the site. That held true for the most recent special meeting.

This time, not so much apparently. It was posted, but you had to go looking for it apparently. I'm not going to point a finger and suggest that it was done on purpose. If it was done on purpose it's kind of conflicting with the intent of counsel to make everything legal and by the letter of the law. No board member wrote that announcement or agenda. Putting the notice on the site may satisfy the letter of the law, but the appearance of possibly trying to hide it isn't within the spirit of the law as I perceive it.

The optics looked really bad the first time. Whether the board is trying to pull a fast one or not, they appear to have doubled down on the bad optics.

I'll be dialing in.
 
The property at 11514 Hickman Mills Drive was the old KCBS HQ. They moved in September/October 2016 to 2519 Madison Avenue. See the KC Star Link here: https://www.kansascity.com/living/food-drink/article115644338.html

I understand selling the Hickman Mills Drive property, but I can't understand why they want to sell the new property, which was purchased in 2015, based on my research.

I'm curious how they are going to get around this pesky State Law
"As reflected on the most recent tax return filed on behalf of KCBS (2017), Hickman Mills and Madison Avenue properties (the “Buildings”) comprise more than 74% of the total assets of KCBS. Mo Rev Stat §355.656 provides that if a corporation sells all or substantially all of its property, it must secure the approval of its members (the lesser of two-thirds of the votes cast or a majority of the voting power)."
 
I'm curious how they are going to get around this pesky State Law
"As reflected on the most recent tax return filed on behalf of KCBS (2017), Hickman Mills and Madison Avenue properties (the “Buildings”) comprise more than 74% of the total assets of KCBS. Mo Rev Stat §355.656 provides that if a corporation sells all or substantially all of its property, it must secure the approval of its members (the lesser of two-thirds of the votes cast or a majority of the voting power)."


Pretty sure "KCBS Properties LLC" somehow fits into this. I have reviewed past minutes when it was approved to buy the buildings, and never once saw any consent to create another entity to do it ... yet ... it happened.


What is to prevent the upstanding folks at head office from stating KCBS Properties LLC are the owners of Madison, and as such, the disposal of Hickman Mills doesn't comprise more than 74%
 
Pretty sure "KCBS Properties LLC" somehow fits into this. I have reviewed past minutes when it was approved to buy the buildings, and never once saw any consent to create another entity to do it ... yet ... it happened.


What is to prevent the upstanding folks at head office from stating KCBS Properties LLC are the owners of Madison, and as such, the dis
posal of Hickman Mills doesn't comprise more than 74%
If that's the case I suspect the IRS might want to have a word with a few parties.
 
This is a joke! Why can't this wait until 3 days from now?????

Depending on turnout, I bet that question comes up at the beginning of the meeting when members traditionally get the opportunity to speak.
 
Depending on turnout, I bet that question comes up at the beginning of the meeting when members traditionally get the opportunity to speak.
No discussion of impropriety in the bid process
No discussion of conflict of interest
Even with KCBS Properties LLC involved they are still in violation of State Law because they are a wholly owned subsidiary of KCBS and the buildings are still more than 70% of KCBS assets

I need a drink
 
So the board basically sees the writing on the wall. With the results of a new election just days away, they choose to call 2 special meetings this month and pass all sorts of contracts and new positions. Not only did they award the marketing contract to the President, they also created a new CEO position. They kicked us off the call when they were going to discuss the contract and who but someone spoke up inadvertently and asked about the new CEO's contract and the bonus clause. They were quickly hushed and told to wait until closed session.

It is my feeling that a few individuals are trying to take over KCBS with their own self interests put first. Who is the new CEO? Any guesses?
 
screw-it-im-ydwg6l.jpg



The Corporation’s purposes shall include, but not be limited to, preserving, celebrating, promoting, and educating the public about barbecue as a distinctively American cuisine that is a part of the American culture.


Maybe we have all been looking at this the wrong way? The 2018 Board is actually doing exactly as the KCBS Mission Statement directed them to do, and is celebrating, promoting and educating the public about American culture.


Unfortunately, they have decided to "celebrate", "promote" and "educate the public" only focusing on the bad, filthy, shady, selfish, unscrupulous, aspects of American culture.


This organization is rotten to it's core, and my deepest condolences are hereby being bestowed on those unlucky enough to get elected to the 2019 Board. I fear that for all of their good intentions, once they see behind the curtain, and fully identify everything that has/hasn't been done by the organization, they will be left with 1-3 years of heartache and frustration.
 
screw-it-im-ydwg6l.jpg



The Corporation’s purposes shall include, but not be limited to, preserving, celebrating, promoting, and educating the public about barbecue as a distinctively American cuisine that is a part of the American culture.


Maybe we have all been looking at this the wrong way? The 2018 Board is actually doing exactly as the KCBS Mission Statement directed them to do, and is celebrating, promoting and educating the public about American culture.


Unfortunately, they have decided to "celebrate", "promote" and "educate the public" only focusing on the bad, filthy, shady, selfish, unscrupulous, aspects of American culture.


This organization is rotten to it's core, and my deepest condolences are hereby being bestowed on those unlucky enough to get elected to the 2019 Board. I fear that for all of their good intentions, once they see behind the curtain, and fully identify everything that has/hasn't been done by the organization, they will be left with 1-3 years of heartache and frustration.


I hope to make a change if I get elected.

I've been elected as the "Lone Soldier" before on Self Serving Boards and my skin is pretty damn thick and my head is hard! hahaha.

I'm embarrassed that some of these present board members have shown such a lack of character. To silently hide behind a comment of "You Don't have all the facts" is a total cowardly copout.

This isn't the God Da**-##med Warren Commission they're presiding over.....

I've researched and had sent to me comments from the most violating of our confidence Current members who in the Bullsheet, and on this Fourm who rebuked their very actions after being elected that they used as a platform to earn your confidence.

I can't fix anything by myself (if Elected) but I'll lobby for what's right for the sport, not the entity, not a single member, and not for my personal wishes.

Whomever gets elected will need vocal support for whats right, and don't be afraid to call them out (myself included) when you see abuse of position and graft actions.
 
Now that Randall Bowman is a paid Contractor for KCBS, the honorable, professional and right thing for him to do is resign his position on the BOD in order to devote his full energy towards fulfilling the mission of his vendor contract. If he unwilling to do this, it is the duty of the new BOD to ask for his resignation or revoke the previously approved vendor contract.
 
Now that Randall Bowman is a paid Contractor for KCBS, the honorable, professional and right thing for him to do is resign his position on the BOD in order to devote his full energy towards fulfilling the mission of his vendor contract. If he unwilling to do this, it is the duty of the new BOD to ask for his resignation or revoke the previously approved vendor contract.
I noticed that after the first special meeting it was stated that he was going to resign but that seems to have gone by the wayside. The new BOD makeup is interesting, not only by who is on but by who isn't. The turn out was also pathetic. Interesting times ahead.
 
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