NewsSPJA Members Requesting Vote of No Confidence Against CEO and Board of Directors
Certain members of the SPJA, the organization behind Anime Expo are requesting a vote of no confidence against the Board of Directors and both newly hired CEO Michael Lattanzio along with new Marketing Director Kim Groomes due to multple internal issues, including the recent dismissal of Chase Wang from marketing duties.
Hit Read More for the letter of intent.
Re: Request for “Vote of No Confidence”
I formally call for the membership committee to hold a special election to vote a “vote of no confidence” of the following members of Board Chairman the Board of Directors as well as their Ladies and Gentlemen: representative, the current CEO/President, and his subsequent recent new hire Ms. Kim Groomes:
Marc Perez
Board Chairman
Paul Wison
Board Vice-Chairman
Bryant Quan
Board Treasurer
Hank Wong
Interim Secretary
Hiroki Ondera
Board Director
Michael Lattanzio
President and Chief Executive Officer
Kim Groomes
Director of Marketing and Administration
Director level management continuously makes decisions that undermine the future of Anime Expo®, as well as endangers the entire organization’s reputation on not only a national and international level, but also on a financial and legal level.
The recent actions of the Board of Directors (BoD) have created a chain of events that is putting SPJA/AX into financial distress as well as putting us on a path of possible involuntary dissolution. We the undersigned are forced to call into question the judgment of the current BoD based upon actions and decisions that have been made recently.
The first decision we call to question is the BoD’s decision to hire Mr. Michael Lattanzio as President and CEO of the SPJA. Mr. Lattanzio has not shown to have represented the best interests of this organization or of our mission statement.
Mr. Lattanzio has placed us into a precarious legal situation by breaking the contract that the SPJA held with BAM! Marketing Publicity and Promotions.
By not conducting his due diligence of reviewing all articles prior to termination and by prematurely breaking the contract with BAM!, Mr. Lattanzio has opened us to not only potential legal action but highly unnecessary legal fees that can potentially destroy Anime Expo® financially. As a result of his rash decision making, lack of foresight and lack of communication with staff/volunteers Mr. Lattanzio made the decision to remove BAM!, creating a violation of the written and binding contract we had with BAM!.
Legal consultation alone will be a burden on the finances of AX, let alone the damages, court fees and any additional penalties and fees we will be obligated to pay. This mistake, made by the newly hired representative of our BoD, could possibly have cost us the chance to put on AX2010 or an AX2010 that the attendees truly deserve. I pray this is not the case, but it is a possible reality.
Claiming the non-existence of a binding contract, as well as accusing someone of fraud, endangers our organization. How will our other vendors view our actions if we do not honor our contracts? Our business ethics will be put into question and our credibility will be lost.
In addition, we are aware of the slander and libel that Mr. Lattanzio has conducted towards Mr. Chase Wang and BAM! Marketing, Publicity & Promotions. Mr. Marc Perez has been witnessed verbally supporting Mr. Lattanzio’s actions even though Mr. Perez has been fully aware of the existence of an “Addendum” to BAM!’s contract that dictates the terms in which we may break our ties with BAM. This is not acceptable to us.
Mr. Chase Wang is known and respected nationally and internationally for his work for our convention. For us to conduct ourselves in this manner is extremely unprofessional, financially wasteful, and detrimental to not only our reputation but also our finances. If Mr. Marc Perez, Mr. Lattanzio or any other Board Member feels that they need to utilize our hard-earned funds to protect their obviously wrong actions instead of taking responsibility for their mistakes, then we demand that they utilize their own personal funds to defend themselves instead of SPJA/AX resources.
The membership will not allow the wasting of the funds we have worked for to potentially “cover up” a mistake. It has come to our attention that promises of bonuses were provided by the Chairman of the Board and supported by the BoD in amounts of up to $50,000.00.
If this is true, then what other bonus clauses have been promised to other staff members including the CEO, CFO and the new Marketing Director? We are a non-profit organization, we do not work all year long so that we can pay for these large bonuses to individuals; the money should be provided for staff and volunteer benefits.
We demand copies of the complete current financial records of the organization for review. Mr. Lattanzio has verbally stated many times with his role in our organization that he has “free reign” over our organization.
Mr. Lattanzio has further proven no regard for the financial welfare of the SPJA or Anime Expo® by flying to Japan on Business Class with his newly appointed Marketing and Administration Director, Ms. Kimberly Groomes. This trip cost the SPJA and Anime Expo $8,400.00 in airlines tickets alone. The standard fare for a trip like this is an estimated $1,600.00.
What other costs will our organization incur while Mr. Lattanzio has “free reign” over AX? Is it fair for Mr. Lattanzio to have this “free reign” to spend these hard earned funds when he himself has said that he was going to lock down the unnecessary spending that the organization was allowing in the past?
By giving Mr. Lattanzio this “free reign” over the organization, it shows us, the membership, that the BoD has neglected their duties to protect the interests of not only the organization but also of its members by giving an individual the right to do anything without any kind of checks and balances or consequences.
This display of financial irresponsibility does not show any willingness to protect the organization’s financial assets or the best interests of the organization and its members. The difference of $5,200.00 in these flight ticket prices could have been utilized for staff or for new programs and other expenses for the upcoming convention.
We could have extended Dead Dog for our staff, or provided an additional meal for the staff that needed to be at the convention site earlier than others, among many other uses. Why do Mr. Lattanzio and Ms. Groomes have the option to squander our hard-earned funds on tickets when executives from the SPJA have always flown economy class? If Mr. Lattanzio and Ms. Groomes wished to fly Business Class they should have paid for the upgrade themselves.
To provide an individual with “free reign” over an organization brings to question the decision by the BoD to hire Mr. Lattanzio. Was this decision in the best interest of the organization and its members? In addition, questioning the decision to hire Mr. Lattanzio, Mr. Marc Perez has openly informed members of staff different details regarding Mr. Lattanzio’s probationary period creating a lack of trust along with additional questions.
Mr. Perez has informed multiple members of staff different dates. The answers have ranged from 60 days, 90 days, end of the year, and even no probationary period. Which is it? What are the penalties if Mr. Lattanzio is removed after his probationary period? With such information being at best miss-communicated and at worst falsified, we find it hard to hold our confidence in this Board.
We would like to terminate Mr. Lattanzio’s and Ms. Groomes’ employment with our organization as soon as possible and have it conducted prior to the end of any of their probationary periods so that we do not incur additional financial penalties.
Another issue we wish to bring up is that, under Mr. Lattanzio’s guidance, The Children’s Hospital of Orange County (CHOC) has yet to obtain a check with the amount raised at our Charity Auction from Anime Expo® 2009.
It has been over three months and this has already harmed our image not only to the CHOC but also with those Guests of Honor and industry guests that provided items for the auction. All items in the Charity Auction are provided at no cost to us because it is for charity, not for our organization’s gain.
Ms. Groomes has shown an inability to handle publicity efforts in a proper fashion. Upon the wake of BAM!’s termination, she was approached by industry media outlet Anime News Network and provided a highly questionable response as to why BAM! was fired.
Her lack of response to other media outlets left them assuming that the reason for BAM!’s termination was for Exhibit Hall activities. This incident shows her lack of understanding of the publicity process. It is noted that several parties have stated that they are now “re-evaluating” their working relationship with BAM! based upon their assumptions of why BAM! was fired.
By not addressing the incorrect assumptions in a timely manner and allowing them to continue, it not only shows the inexperience and inability of Ms. Groomes to properly handle publicity efforts but also shows that the SPJA does not value it’s vendors (past/present/future) in any attempt to correct mis-statements and thus endangering a vendor’s reputation and potential for future business as well as our own reputation.
There is also question as to whether the SPJA bylaws as they currently stand are legal. In July of 2008, this Board ratified the Bylaws of the SPJA. These bylaws are possibly in violation of the current IRS tax code.
Our bylaws state that no member shall be assessed any fees as requirement of membership. The IRS code which governs tax exempt status for 501c6 trade organizations (Which we are) states that, “membership support, both in the form of dues and involvement in the organization’s activities, must be at a meaningful level.”(IRC 501c6 Page k- 12).
We, the members, support this organization with “involvement” with a lot of time. There is no Anime Expo® without the volunteer managers and their staff. However, we do not pay dues which support the organization at a “meaningful level”.
The SPJA bylaws are in direct violation of the IRS Tax code which shelters us from the taxes we would otherwise be responsible for. It is the responsibility of the board to maintain the bylaws. With the bylaws as they currently are, we are subject to losing our tax exemption any time the IRS decides to audit us.
After the 2007 convention, the staff fought to remove the old BoD who did not look out for the interests of Anime Expo®. Will you allow the same thing to happen again? The role of President and CEO is, in part, to be an agent of the BoD. If the actions of Mr. Lattanzio are representing the BoD, we will be forced to fulfill our duties as Voting Members of this organization to no longer allow this BoD and its agents to continue operating unchecked.
As a last point, the BoD has constantly stressed transparency as a core value of the organization. All of the information in this letter is from verified second hand sources.
The fact that this information was provided to us by these sources and not the BoD is in itself a contradiction of the Core Values that the BoD has set for the organization. If the BoD cannot abide by their own values, what confidence can we, the membership have in them to oversee the organization?
