Maybe you remember that in March of this year I noticed that Nicole Shahenian, executive directrix of the East Hollywood BID, seems to have told the City of Los Angeles a lie with respect to the BID’s 2015 annual planning report.1 Briefly, the problem was that Shahenian submitted a letter to the City claiming that the Board had approved the report at its meeting of December 29, 2014, but my collection of minutes suggested that the Board had not met in December 2014.
This fact in itself seems to have some serious ramifications, my theories concerning which you can read all about in the original post. But the discovery of this ghost meeting led me to scrutinize my collection of EHBID minutes more closely. This closer look revealed that a number of meetings from 2016 seemed to have taken place but their minutes seemed never to have been approved by the Board. So in March 2017 I asked EHBID lawyer extraordinaire2 Jeffrey Charles Briggs Esq. for copies of all the ones that appeared to be missing.
According to JCB Esq., it seems that not all of the 2016 minutes were approved at their subsequent meetings, as is the standard procedure. After all, when a body votes to approve its minutes, they’re certifying that the minutes are an accurate reflection of what took place at the meeting. This is not just a formality, either. The California Corporations Code mandates the keeping of minutes at §1500, and also makes clear that minutes are admissible in evidence. Thus it’s to the Board’s distinct advantage to make sure they’re accurate accounts of the proceedings which is hard to do if one’s approving them more than a year after the meeting took place:3
Each corporation … shall keep minutes of the proceedings of its shareholders, board and committees of the board … Those minutes … shall be kept either in written form or in another form capable of being converted into clearly legible tangible form or in any combination of the foregoing. When minutes … are kept in a form capable of being converted into clearly legible paper form, the clearly legible paper form into which those minutes … are converted shall be admissible in evidence, and accepted for all other purposes, to the same extent as an original paper record of the same information would have been, provided that the paper form accurately portrays the record.
So anyway, it seems that during 2016, Nicole Shahenian neglected on a number of occasions to prepare minutes and to bring them to the Board for approval. This doesn’t strike the cognoscenti as highly out of character given the similarities with 2016’s4 famous case of the missing newsletters, in which Miranda Paster, BID-overseer to the stars, threatened to withhold $220,000 of EHBID assessments because Nicole Shahenian hadn’t submitted legally required quarterly newsletters for four years straight.
Thus, when I came around this Spring asking for copies of the missing minutes, rather than just telling me they had no responsive records, which would have been true at the time, because who knows what the next crime or malfeasance I was fixing to accuse them of next, they told me to hang on because they were going to get approved really soon. And so it is that we find in the EHBID’s June 2017 agenda that 2016 minutes from May, September, November, and December need to be approved. And not only that, but in the EHBID’s June 2017 minutes we see that they actually were approved.
And here are the newly approved 2016 minutes:
- Board Minutes May 2016
- Board Minutes September 2016
- Board Minutes November 2016
- Nominating Committee Minutes November 2016
- Board Minutes December 2016
By the way, it’s tangentially interesting that there’s actually a Brown Act violation lurking in here. The action item that was agendized was “Approval of EHBID Board Minutes” whereas the Board also approved some Nominating Committee minutes as well, but it’s so minor it’s hardly worth the trouble of turning them in for.5 So that’s the story of how I helped the East Hollywood BID get caught up on their minutes-approval process!
Oh, p.s.! The EHBID doesn’t put who voted for what in its agendas, so it’s not possible to tell whether the Board members in June 2017 were careful to abstain from voting to approve minutes for meetings that they did not actually attend. I mean, it’s probably not legally required to abstain, but it’s certainly good practice, followed on every deliberative body of which I’ve been a member. I notice that they did rotate through seconders, so maybe they were paying attention to this detail. It’s going to be hard to find out, though, and it really doesn’t feel worth the trouble, because, after all, what are the potential consequences? Anyway, that’s more than enough of this nonsense for tonight!
- Property-based BIDs are required by the Streets and Highways Code §36650 to prepare an annual planning report each year. This must be approved by the Board of Directors and submitted to the City, where it may be revised and must be approved by the City Council. If they don’t complete this process they can’t get paid for the upcoming year. Also, the law forbids the BID from spending money on anything that’s not described in the annual planning report.
- Not to mention avid reciprocator of golfing invites.
- I mean it’s to their advantage assuming that they’re operating above board. With the EHBID this isn’t a given, at least based on the aforementioned instance of fraudulent misrepresentation. Although, if I had to guess, I’m thinking that Nicole Shahenian did that on her own initiative and the Board wasn’t actually involved. Hence there’s no reason (yet, anyway) to suspect that the EHBID’s Board has any kind of motive at all to misrepresent what happened at its meetings.
- A big year for dereliction of duty in East Hollywood, it appears.
- There are bigger fish to be fried than this one, friends!