UICI Minutes Past & Present
August 21, 1996 - Shareholders' List of Allegations
January 12th - 23rd, 1996 - Orangeburg Chapter of Million Man March
OCMM Minutes - February 3rd - 27th, 1996
BOD Minutes - March 2nd - 5th 1996
BOD Minutes - March 12th -16th, 1996
BOD Minutes - March 19, 1996
BOD Minutes - March 27, 1996
BOD Minutes - April 2nd -9th 1996
BOD Minutes - April 16th - 27th 1996
Shareholders' August 7, 1996 - First: Letter Of Notice
August 13, 1996 - Shareholders' Second: Letter To Members Of The Board
August 17, 1996 - Shareholders' Original Waiver of Notice
August 21, 1996 - Shareholders' List of Allegations
August 31, 2015 - Board of Directors Meeting
September 14, 2015 - Standing Committee
September 21, - October 27, 2015 - Standing Committee
November 21, - December 18, 2015 - Standing Committee Minutes
Excerpts From The Book New Age Thinking, Capitalism And Corporations (nac)
The History of UICI
UICI Invitation Only
UICI Compliance, Operation & Governance
UICI Agendas And Resolutions
UICI Education And Training
New Age Thinking, New Age Capitalism & New Age Corporations
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ACDNAC - The Association
 

August 21, 1996 

LIST OF ALLEGATIONS

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The Opportunity African American Women Deserve
New Age Capitalism & New Age Corporations
Lead The Way To The Future
 

I.          Dereliction of Duties and Responsibilities

 

a)         The board of directors has consistently failed to pass badly needed resolutions that would aid the growth and development of UII. {Click here for the legal definition of "Dereliction of Duty"}

 

1.         On March 19, 1996 a five stage marketing plan was presented to the board to raise $4,000,000 for the corporation. The plan was approved on March 27, 1996.  Since that point in time, very little has been done to implement that plan, even though the literature has been ready to go since March.

 

2.         On April 10, 1996 the contract from Consumer Benefit Services arrived at 198 Russell Street and was given to the board to read and approve. As of August 1, 1996 no resolution concerning that contract, since it was vital to establishing Unity Services Association which is an integral part of the growth and development of Unity.  No resolution has been passed since April 20, 1996 concerning the development of Unity Services.

 

3.         On July 18, 1996, Dr. Joyner was given the bank draft program that would make it easier for people to join Unity on a time payment plan. All that needed to be done was go to the bank and set up the program.  As of April 1, 1996, no resolution or comments has been heard from the board. Implementing this plan would aid the growth and development of Unity.

 

b)         Failure to consistently update corporate records and documents in a timely manner. {Click here for "State Law" governing corporate records}

 

1.         As of August 1, 1996, the last known minutes written for the corporate record book were those of June 17, 1996. This director has not seen any other minutes in the record book since this point in time.

 

2.         The current minutes which had to be re-written because of numerous errors in format, to my knowledge, still have not been signed, nor has anyone contacted George Sistrunk about signing them for official entry into the records.

 

3.         Since August 1, 1996, the corporate register has not been updated; nor has anyone contacted George Sistrunk concerning them. George Sistrunk is not even sure the board knows the corporate register even exist or why it must be maintained and continuously updated.

 

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c)         Failure to consistently follow appropriate corporate procedure for altering or changing official documents.

 

1.         As of April 12, 1996, no corporate document can be changed without an amendment. Certain documents were altered without the amendment process.

 

2.         As of April 18, 1996, no corporate document can be altered without calling a meeting of the principals to inform them of the changes and why the changes are necessary.

 

3.         Currently, several additional Articles must be added to the Articles of Incorporation, but those sections and provisions cannot be added without calling a meeting of the principals stating the nature of the Articles that must be added.  Included in the Articles that must be added is the validation procedure for corporate stock. Unless this procedure is implemented, George Sistrunk holds all the outstanding shares of Unity’s stock that have not been designated as Class A Common since he is the acknowledge creator, developer and writer of all Unity’s money making programs, data entry and record system, forms and documents, policy manual, training manual, procedures manuals and marketing strategies.

 

d)         Failure to honor a commitment and obligation pursuant to written agreement.

 

1.         Pursuant to Section 15.1 of Unity’s General Partnership Agreement all notices to the general partners shall be sufficiently given.  Sufficiently given means more than enough time before a date or event.  Moving the office from 198 Russell Street to 1845 Russell Street or 2475 Russell Street; whichever is the real address, required a notice be sent to the general partners and shareholders, since 198 Russell Street is their office, where they pay the rent.

 

2.         It was also the duty and responsibility of the board to discuss the move with the partners and principals detailing the pros and cons of the move, plus any additional cost that might be incurred.

 

3.         The board has not honored its agreement with George Sistrunk under the terms of his resignation as the developer, as written on page 3 of the resignation letter dated 6-24-96. The board claims to have accepted the resignation, but still has not honored the terms.

 

            II.  Gross Negligence

 

a)         Failure to maintain corporate records at the registered office and the principal office of business; which are the same in the State of South Carolina, for proper review. On several occasions corporate officers went to 1845 Russell or 2475 Russell; whichever is the real address, to see records. The records could not be found. A few days later, corporate officers returned to the office to review the records and were told they were in Georgetown at a lawyer’s office. There was no documentation identifying the law firm, the nature of the documents in hi/her possession and no safeguards in place protecting the integrity of the records from loss, damage, or alteration. {Click here for the legal definition of "Gross Negligence"}

 

**Note:** In any legal battle with the board in 1996, "Gross Negligence" would have been reduced to "Negligent Conduct". {Click here for the legal definition of "Negligent Conduct"}

 

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b)         Allowing corporate documents to leave the registered office without written documentation as to who removed them or the date and time they were removed. {Click here legal definition of "Fiduciary"}

 

III.       Breach of Fiduciary Responsibility

 

a)         Since April 19, 1996, the board of directors was informed that the shareholders were entitled to receive their share/s of stock.  All the board had to do was come together, vote on the articles, the bylaws and send the amendment to the state.  Beyond this; was writing the shareholder’s agreement, the Private Placement Memorandum and the Statement of Rights, Preferences and Limitations.

 

1.         On May 1, 1996, certain members of the board wanted to issue stock without these requirements being met.  To prevent an illegal issuance, George Sistrunk jumbled all the documents and packed them outside the office door in boxes. The Private Placement Memorandum was revised and presented to the board since April 22, 1996. All that remained was approval of the bylaws, amendments to the bylaws, the Articles of incorporation and the amendment the state required to issue additional shares of stock.

 

2.         Finally, after weeks of delays, George Sistrunk revised and updated all the minutes during the first 3 weeks of June.  From June 24, 1996 until July 15, 1996, the shareholder’s agreement and the other necessary documents were written and given to the board for approval.  From July 15, 1996 up to now, to my knowledge, the stocks have still not been issued, nor letters mailed to shareholders concerning stock issuance.

 

b)         George Sistrunk repeatedly recommended to the board that they spend one hour a day, per week to approve documents, set policies and procedures for the corporation.  He reminded them on more than one occasion, that when Unity starts bringing on board shareholders, it would change the relationship of the board to the shareholders. Unity shareholders are not just investors, they are also owners, and as owners of the corporation, very little could be done without their consent and approval. This is why moving the office, incurring additional expenses from existing levels without prior notification to the principals is a breach of fiduciary responsibility.

 

c)         On August 8, 1996, documents were given to the board to cease operations and call a meeting of shareholders and general partners.  The Letter of Notice also required the board to return all documents back to Unity’s office located at 198 Russell Street within 5 days.  Those documents were not returned, nor did the board notify the shareholders and general partners as requested; which as directors of the corporation they should have done; whether they agreed with the contents of the Letter of Notice or not. Notice was given; therefore, the shareholders and general partners should have been contacted.  Not contacting the shareholders and general partners is a breach of fiduciary responsibility.

 

d)         George Sistrunk and Edward C. Graham have been denied access to the board’s legal advisor/s, since they are directors of the corporation, and the legal advisor/s is supposed to represent Unity and not the board.

 

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e)         If the board sought legal advice to protect themselves, they also had a duty, responsibility and obligation to retain a legal adviser for the corporation. If the legal adviser they were using truly represented Unity, then access to that adviser should have been made available to all corporate directors. Not doing so is a breach of fiduciary responsibility. If the board failed to obtain a legal adviser to represent the interest of the shareholders of Unity, this is also a breach of fiduciary responsibility.

 

IV.       Breach of Corporate Trust

 

a)         The board has repeatedly denied access to documents, files and corporate records to all directors of the corporation, which is a breach of corporate trust. {Click here for the legal definition of "Breach of Trust"}

 

b)         The office at 1845 Russell or 2475 Russell; whichever is the real address, has never been approved by a majority vote of the shareholders. Not seeking approval in an open forum is a breach of corporate trust.

 

c)          Transferring the phone service in Unity’s name to another location without prior consent or approval of Unity’s principals is also a breach of corporate trust.

 

d)         Failing to notify the shareholders and general partners that the board no longer had the authority to utilize programs developed by George Sistrunk is also a breach of corporate trust.

 

e)         Up to August 1, 1996, we have not seen any documentation detailing the cost of the move to 1845 Russell or 2475 Russell; whichever is the real address; nor to our knowledge, has all the principals been notified or given documentation. This is a breach of corporate trust.

 

V.        Failing to Act in the Best Interest of the Corporation

 

a)         This entire process is failing to act in the best interest of the corporation. {Click here to study the "Business Judgment Rule"}

 

b)         Forcing a legal battle in court would be failing to act in the best interest of the corporation.

 

VI.       Additional Comments:

 

The board has the right to have a lawyer present if they so desire.  The board has the right to bring witnesses, documents and read prepared statements at the special meeting. The board shall be given ample time to prepare a defense to refute these allegations. {Click here to review 33-8-108}

 

A copy of these allegations will be given to all general partners and shareholders that attend the special meeting. {Click here to Review Notice of the Special Meeting}

 

A list of all the principals recorded in the last known official corporate register will be made available to all attendees at the meeting and a copy mailed to any shareholder or general partner upon request. {Note: The "List of Original Principals" is a available from the Secretary of the Standing Committee upon request.}

 

An Agenda of the meeting will be provided to all attendees and a copy mailed to any general partner or shareholder upon request. {Click here to review the "Special Meeting Agenda"} {Click here to review 33-7-102 SC Code of Laws} {Click here to review Section 33-41-30 SC Code of Laws}

 

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