INITIAL DECISION

This mail dispute has been docketed pursuant to Postal Operations Manual, Issue 7, August 1, 1996 ("POM"), Section 616.21, which requires the chief field counsel to forward certain unresolved mail disputes to the Judicial Officer for resolution. The mail in dispute is that addressed to M. L. Webb Center for Abused Children or M. L. Webb Children's Group Home, 1564 Hillside Drive, Glendale, CA 91208-2456. The mail is currently being held by the Glendale Postmaster.

Both parties submitted statements under penalty of perjury and supporting documents in this proceeding. Additionally, information forwarded to this office from the Glendale Post Office, a copy of which was sent to each party, has also been considered.

FINDINGS OF FACT

1. M.L. Webb Center for Abused Children is a California non-profit, public benefit corporation. The corporation operates a group home facility for abused and neglected children at 1564 Hillside Drive in Glendale, California. The Center also uses the name M. L. Webb Children's Group Home.

2. According to its by-laws, the corporation is controlled by a Board consisting of four to eighteen directors (Article VII, Section 2), but the record does not reflect how many directors currently serve. David Littlefield is the president of the Board of Directors, a position not described in the corporation's by-laws, but the scope of his authority is not addressed in the record.

3. Under the by-laws, the corporation is to be headed by a chief executive officer, appointed by the Board of Directors, who has power to manage the affairs of the Center. The chief executive serves at the pleasure of the Board of Directors and may be removed, "with or without cause, by the Board of Directors, at any regular or special meeting of the Board, or . . . by an officer on whom such power of removal may be conferred by the Board of Directors." (Article IX, Sections 1, 2, 4, 7B).

4. Actions of the Board of Directors are to be taken at properly scheduled and noticed meetings, but the Board may act without a meeting "if all members of the Board . . . consent in writing to that action." (Emphasis in original)(Article VII, Sections 5, 6, 7, 9, 11).

5. In June 1995, Selina Thomas was appointed the Executive Director of the M. L. Webb Center. As such she became the chief executive officer for the corporation and a member of the Board of Directors.

6. In October 1996, Mr. Littlefield told Ms. Thomas that she was suspended from her position as Executive Director. A document purporting to be a resolution of the Board of Directors dated February 17, 1997, bearing 5 signatures, but no official certification of the corporation's secretary or the seal of the corporation, states that Mr. Littlefield was authorized to suspend Ms. Thomas. It also states that the signers do not consider Ms. Thomas to be an employee of the M. L. Webb Center.

7. Ms. Thomas continues to operate the M. L. Webb Center at the address in dispute, and is recognized by the Center's licensing agencies as the manager of the group home facility. When this mail dispute interrupted delivery of the Center's mail, Ms. Thomas contacted the County agencies that send support payments on behalf of the Center's residents, and those agencies agreed to send such payments to Ms. Thomas at an address not in dispute.

8. Postal Service delivery rules provide that in the event of a dispute over mail addressed to a corporation, the mail "must be delivered according to the order of the organization's president or equivalent official." POM Section 614.1.

CONCLUSIONS OF LAW

1. It is undisputed that until October 1996, Ms. Thomas, as the Executive Director, was the chief executive officer of the M. L. Webb Center (Finding 5).

2. Although the Board of Directors of the M. L. Webb Center has the power to remove the Center's Executive Director (Finding 3), Mr. Littlefield has not demonstrated that the Board has lawfully done so. There is no corporate record that shows the Board has ever acted at a properly noticed regular or special meeting to remove Ms. Thomas, and actions taken other than at meetings must be taken by consent of all of the directors (Finding 4). Such unanimous consent was not shown and, as Ms. Thomas was a director, unanimous consent to her removal is improbable. There was no showing that Mr. Littlefield had been authorized by the Board to act individually and remove Ms. Thomas.

3. The "resolution" purporting to ratify Ms. Thomas' removal (Finding 6), bore five signatures, but, assuming the signers are members of the Board, it has not been shown that they were a majority of the Board when the resolution was signed and that the resolution was taken according to the by-laws of the corporation. The only evidence offered as to the makeup of the Board of Directors was a one-page document containing a number of typed names and addresses and one hand written name and address. The document was not certified by an authorized official of the corporation and is not sufficient to prove who were the members of the Board when the resolution was signed.

4. Therefore, Ms. Thomas remains the chief executive officer of the corporation until lawfully removed by the Board of Directors. This conclusion is supported also by her continued operation of the Center and her recognition by the licensing and funding agencies as the manager of the Center (Finding 7).

5. As the chief executive officer of the Center, Selina Thomas is an official equivalent to the president of the corporation and is entitled to control delivery of the Center's mail (Finding 8).

6. Additionally, as the actual and recognized manager of the Center, it is likely that those sending mail to the Center intend that it be delivered into Ms. Thomas' control.

7. This decision concerns only the delivery of the disputed mail. It does not address who is best suited to operate the M. L. Webb Center or any other dispute that may exist between the parties.

8. If a court determines to whom delivery of the mail should be made, the mail will be delivered according to the court order. POM 616.3.

9. The attached order should be issued.

Norman D. Menegat
Administrative Judge