By Philip Haldiman
A power struggle over who has the authority to preserve Peoria’s history could come to an end.
Two groups claiming to be the rightful Peoria Arizona Historical Society have sued each other and are asking for partial summary judgements that could stave off litigation.
Both groups, named group A and group B for the purposes of this article, argued their cases recently before Maricopa County Superior Court Judge Pamela Gates, who is likely to make her decision soon.
David Brnilovich, attorney for group B, argued in court that the case hinges on the articles of incorporation, which confirms the nonprofit’s status, and Group A’s inability to show evidence of a valid meeting and election of board members.
He said there is no evidence whatsoever in any of the thousands of documents proving there was an annual meeting of the members and that members voted for board members.
On the contrary, he said, Group B provided the court with evidence of an election at an annual meeting of its members, May 31, 2017. He said 62 votes were cast.
“The members were given notice. The members were given an agenda. The members were given ballots. All of this evidence is in the statements of facts,” Mr. Brnilovich said.
“The votes were tallied. The votes and minutes are in the statements of fact. The members were elected in accordance with the articles of incorporation.”
On the other side, Frank Mead, attorney for group A, said his clients were the rightful board members, and listed on the articles of incorporation when the May 31, 2017 meeting was held “out of thin air.” He said those who conducted the meeting were not official members and had no authority to conduct an election.
The court has to decide who had the legal authority to notice and conduct an election, he said.
“Mr. Brnilovich said control is vested in the board of directors, and I completely agree with that. The bylaws say an election must be conducted by the board of directors. You can’t just have anybody willy-nilly appear, notice and conduct an election,” he said. “And that is the problem we have. We don’t know where they came from.”
Mr. Mead added that in order to be elected, members must pay annual dues — but there was no evidence of such payment when an election was held May 31, 2017, and there were multiple attempts at retrieving evidence that membership payment had occurred.
He said it was not until September 2017 when checks were deposited all at once into an account not listed on the articles of incorporation.
This proves, Mr. Mead contends, they were not members of the corporation at the time of the election.
“Those checks were not deposited in May. It is a bank account that the corporation has had for years and those checks weren’t deposited. They weren’t deposited in June. Those checks weren’t deposited in July,” he said.
“Judge, if you were to write a check for your mortgage in May and you slide it in your desk drawer at home in May and you don’t send it in June and you don’t send it in July, have you paid your mortgage?”
Mr. Mead sent a notice of claim to the city of Peoria dated Aug. 31, 2017, stating his clients were the rightful historical society.
But conspicuously missing, Mr. Brnilovich said, was any evidence of a meeting or election or minutes.
He said there was not anything that shows compliance or even an attempt to comply with the articles of incorporation.
“That letter may condemn them,” Mr. Brnilovich said. “If that is all they have and they presented it to the city and that’s their best shot, they fail. There is no claim that they were elected as officers. In 30,000 documents, none of that is evidence. I’m not sure how they have standing to even bring this case to court.”
PAHS is tasked with controlling the day-to-day operations of the museum in Old Town Peoria, which includes five buildings — Peoria Central School Museum, Office Workshop, Business and Government Museum, Agricultural Museum and the Peoria Jail House. The artifacts within the museum are either property owned by PAHS or have been loaned by residents and others.
After more than two years of in-fighting, the PAHS splintered. Two groups emerged, each claiming to be the official historical society.
The city, which leases the museum property secured and locked the buildings last year, stating that until the groups resolved their differences the buildings would remained closed.
City spokeswoman Jennifer Stein said the city wants to stay out of the dispute between the two groups so it is not allowing anybody access until the groups settle their differences.
Philip Haldiman can be reached at 623-876-3697, email@example.com, or on Twitter @philiphaldiman.