Filing # 53536809 E-Filed 03/09/2017 04:40:33 PM

ARTHUR RAY BRINSON,

Plaintiff,

V.

IN THE CIRCUIT COURT, SEVENTHJUDICIAL CIRCUIT, IN AND FORVOLUSIA COUNTY, FLORIDA

CASE NO.:DIVISION:

BETHUNE-COOKMAN UNIVERSITY, INC.,BETHUNE-COOKMAN UNIVERSITY BOARDOF TRUSTEES, JENNIFER L. ADAMS, NELSONL. ADAMS, DR. ROBERT L. BILLINSGLEA,DR. JACOB F. BRYAN, IV, DR. KENNETH H.CARTER, JR., DR. WARRICK L. CARTER, DR.MICHELLE CARTER-SCOTT, AUDLEY COAKLEY,ANTONIO T. COLEY, DR. JOYCE CUSACK, WAYNEA. DAVIS, GREGOIO A. FRANCIS, BISHOP SUEHAUPERT-JOHNSON, DR. LA-DORIS MCCLANEY,JOYCE ANN HANKS MOOREHEAD, JOYCE ODONGO,DR. LUCILLE O'NEAL, ANNETTE STILESPENDERGRASS, BELVIN PERRY, JR., DR. JOE PETROCK,DR. TERRYPRATHER, CATHERINE FLUCK PRICE,RAFAEL A. RAMIREZ, JR., JOHN A. ROGERS, THOMSHAFER, DR. KENT SHARPLES, MICHAEL D. WALSH,LINDA F. WELLS, MILTON E. WILSON, RUFUS L. WILSON,M. DECKER YOUNGMAN,

Defendants.

AMENDED COMPLAINT

COME NOW Plaintiff, ARTHUR RAY BRINSON, and sues the Defendants,

BETHUNE-COOKMAN UNIVERSITY, INC., BETHUNE-COOKMAN UNIVERSITY

BOARD OF TRUSTEES, JENNIFER L. ADAMS, NELSON L. ADAMS, DR. ROBERT L.

BILLINSGLEA, DR. JACOB F. BRYAN, IV, DR. KENNETH H. CARTER, JR., DR.

WARRICK L. CARTER, DR. MICHELLE CARTER-SCOTT, AUDLEY COAKLEY,

2017 30384 CICI

ANTONIO T. COLEY, DR. JOYCE CUSACK, WAYNE A. DAVIS, GREGORIO A.

FRANCIS, BISHOP SUE HAUPERT-JOHNSON, DR. LA-DORIS MCCLANEY, JOYCE

ANN HANKS MOOREHEAD, JOYCE ODONGO, DR. LUCILLE O'NEAL, ANNETTE

STILES PENDERGRASS, BELVIN PERRY, JR., DR. JOE PETROCK, DR.

TERRY PRATHER, CATHERINE FLUCK PRICE, RAFAEL A. RAMIREZ, JR., JOHN A.

ROGERS, THOM SHAFER, DR. KENT SHARPLES, MICHAEL D. WALSH, LINDA F.

WELLS, MILTON E. WILSON, RUFUS L. WILSON, M. DECKER YOUNGMAN and as

grounds therefore, and alleges:

Facts common to all counts:

I. This is an action for legal and equitable relief and this Court is vested with

jurisdiction as a result of Plaintiffs complaint for equitable relief in the foiiii of an

injunction, and for legal relief in the form of a declaratory judgment.

2. Plaintiff, Arthur Ray Brinson, is a resident of Jacksonville, Duval County,

Florida. Plaintiff has incurred Attorney's Fees and court costs as a result of having

to file this action.

3. Plaintiff is a 1969 graduate of Bethune-Cookman College, now known as

Bethune-Cookman University. Since graduating from Bethune-Cookman,

Plaintiff has been an ardent supporter of said institution serving in both, appointed

and elected capacities within the alumni association, the Board of Trustees, and

on various special projects.

4. Defendant, BETHUNE-COOKMAN UNIVERSITY, Inc., is a Florida corporation

organized and existing under the laws of the State of Florida as a non-profit

corporation doing business in Volusia County Florida and elsewhere. BETHUNE-

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COOKMAN UNIVERSITY BOARD OF TRUSTEES is the governing board of

BETHUNE-COOKMAN UNIVERSITY. As such, Defendant is subject to Florida

Statute et. seq.

5. Defendant, Trustee, JENNIFER L. ADAMS, is a resident of Orlando, Orange

County, Florida.

6. Defendant, Trustee, NORMAN L. ADAMS, is a resident of North Miami Beach,

Dade County, Florida.

7. Defendant, Trustee, DR. ROBERT L. BILLINSGLEA, is a resident of

Windemere, Orange County, Florida.

8. Defendant, Trustee, DR. JACOB F. BRYAN, IV, is a resident of Jacksonville,

Duval County, Florida.

9. Defendant, Trustee, DR. KENNETH H. CARTER, JR., is a resident of Lakeland,

Polk County, Florida.

10. Defendant, Trustee, DR. WARRICK L. CARTER, is a resident of Chicago, Cook

County, Illinois.

11. Defendant, Trustee, DR. MICHELLE CARTER-SCOTT, is a resident of Port

Orange, Volusia County, Florida.

12. Defendant, Trustee, AUDLEY COAKLEY, is a resident of North Miami Beach,

Dade County, Florida.

13. Defendant, Trustee, ANTONIO T. COLEY, is a resident of Fort Lauderdale,

Broward County, Florida.

14. Defendant, Trustee, DR. JOYCE CUSACK, is a resident of Deland, Volusia

County, Florida.

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15. Defendant, Trustee, WAYNE A. DAVIS, is a resident of Opa Locka, Dade,

Orange County, Florida.

16. Defendant, Trustee, GREGORIO A. FRANCIS, is a resident of Orlando, Orange

County, Florida.

17. Defendant, Trustee, BISHOP SUE HAUPERT-JOHNSON, is a resident of

Atlanta, Fulton County, Georgia.

18. Defendant, Trustee, DR. LA-DORIS MCCLANEY, is a resident of Los Angeles,

Los Angeles County, California.

19. Defendant, Trustee, JOYCE ANN HANKS MOOREHEAD, is a resident of

Miami, Dade County, Florida.

20. Defendant, Trustee, JOYCE ODONGO, is a resident of Orlando, Orange County,

Florida.

21. Defendant, Trustee, DR. LUCILLE O'NEAL, is a resident of Windemere, Orange

County, Florida.

22. Defendant, Trustee, ANNETTE STILES PENDERGRASS, is a resident of

Melbourne, Brevard County, Florida.

23. Defendant, Trustee, BELVIN PERRY, JR., is a resident of Orlando, Orange

County, Florida.

24. Defendant, Trustee, DR. JOE PETROCK, is a resident of Daytona Beach, Volusia

County, Florida.

25. Defendant, Trustee, DR. TERRY PRATHER, is a resident of Winter Garden,

Orange County, Florida.

26. Defendant, Trustee, CATHERINE FLUCK PRICE, is a resident of Gainesville,

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Alachua County, Florida.

27. Defendant, Trustee, RAFAEL A. RAMIREZ, JR., is a resident of Ormond Beach,

Volusia County, Florida.

28. Defendant, Trustee, JOHN A. ROGERS, is a resident of Tallahassee, Leon

County, Florida.

29. Defendant, Trustee, THOM SHAFER, is a resident of Fort Myers, Lee County,

Florida.

30. Defendant, Trustee, DR. KENT SHARPLES, is a resident of Ponce Inlet, Volusia

County, Florida.

31. Defendant, Trustee, MICHAEL D. WALSH, is a resident of Daytona Beach,

Volusia County, Florida.

32. Defendant, Trustee, LINDA F. WELLS, is a resident of Windemere, Orange

County, Florida.

33. Defendant, MILTON E. WILSON, is a resident of Nashville, Davidson

County, Tennessee.

34. Defendant, Trustee, RUFUS L. WILSON, is a resident of Port Orange, Volusia

County, Florida.

35. Defendant, Trustee, M. DECKER YOUNGMAN, is a resident of Daytona Beach,

Volusia County, Florida.

36. In addition to its Articles of Incorporation, Defendant has promulgated a set of

by-laws which govern its activities and operations. A copy of Defendant's by-

laws which were promulgated on October 18, 2013 and April 22, 2016 is attached

hereto as Exhibit A.

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37. Defendant's by-laws and Articles of Incorporation provide for establishment of a

Board of Trustees which contain various classes of membership. A copy of

Defendants articles of incorporation is attached hereto as exhibit B. The

requirements for classes of memberships are set out in Article 3 section 3 and

Article 3 section 7 of Defendant's by-laws.

38. In 2010, Plaintiff, Arthur Ray Brinson, commenced service on Defendant's Board

of Trustees for a two year term as the president of the Bethune Cookman National

Alumni Association. The by-laws of the Board of Trustees of Bethune Cookman

University provide that the President of the national alumni association also

serves on the Board of Trustees during his two year term as President of the

National Alumni Association. Plaintiff served on the Board of Trustees from

2010 to 2012 as an alumni representative. In 2012, Plaintiff was re-elected by the

national alumni association and as a result thereof, commenced service of a

second two year term on the University's Board of Trustees as provided in article

3 section 7. Plaintiffs term ran until October, 2014.

39. When Plaintiffs second term as alumni association president was nearing

conclusion, Plaintiff inquired of Defendant's agents/employees/representatives

about continuing his service on the board as a regular board member. A copy of

Plaintiffs email making the inquiry is attached hereto as Exhibit C, together with

the response. In summary, Defendant's response was that Plaintiffs name would

be put before the board for a vote to become a regularly voted upon member.

Plaintiffs name was in fact put before the board and Plaintiff was unanimously

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elected to become a regular board member with a term of service which began in

October, 2014.

40. Pursuant to Article 3, Section 3 of Defendant's by-laws, a regular trustee serves a

term of 3 years. In order to become and serve as a regular trustee, Defendant

requires the donation of $1,600.00 to Defendant and a donation to the United

Negro College Fund. Plaintiff made both donations to Defendant for the calendar

year 2015 and 2016 and the same was accepted by Defendant. Attached hereto as

Exhibit D are the receipts for said donations.

41. Pursuant to Article 3, Section 3 and Article 3, Section 7 of Defendant's by-laws,

the maximum length of time any one person may continuously serve on

Defendant's Board of Trustees is 9 years. After Plaintiffs unanimous election as a

regular trustee, Defendant published numerous documents indicating that

Plaintiffs total service time on the Board of Trustees would expire in 2019. This

would have included 4 years as alumni representative bridged onto the number of

remaining years Plaintiff was eligible to serve as a regular board member pursuant

to Article 3, Section 7 of the 2016 by-laws which provides

"In the event an Alumni Trustee Representative is elected to the

Board following service as the Alumni Representative the combined

consecutive service to the Board shall not exceed (9) years."

42. Defendant has designed itself as a school pursuant to 28U5C 501(c)3 of the laws

of the United States and as such is required to file form 990 tax returns on an

annual basis. Pursuant to said statute and accompanying regulations, Defendant is

required to operate in accordance with its Articles of Incorporation, by-laws, and

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Florida Statutes. In addition, Defendant is required to comply with Federal Rules

and Regulations pertaining to non-profit corporations who enjoy tax exempt status

under Section 501(c)3.

43. In May of 2016, Defendant filed its form 990 and thereon in Section "A" page 8,

indicated that Plaintiff is a continuing member of its board of directors. A copy of

the 2016 IRS filing is attached hereto as Exhibit E. Within said filing, Defendant

also represented that it was governing itself within the dictates of the internal

revenue code.

44. On or about October 30th, 2016, Plaintiff received notification from Defendant

that he was no longer serving on the Board of Trustees. Despite the fact that

Plaintiff had paid his monies to satisfy the regular member requirements of the

by-laws, and despite that Plaintiffs term had not expired, Defendant nonetheless

removed Plaintiff from the Board of Trustees without notice or warning.

45. Article 3, Section 8 of the by-laws of Defendant provide a process for removal of

trustees. To date, there has been no action, pursuant to that section to remove

Plaintiff as a trustee.

46. On several occasions, Plaintiff attempted to resolve this matter informally with

Defendant. Thereafter, Plaintiff engaged the services of the undersigned attorney

who likewise attempted to resolve this matter informally. Hence, a copy of

Plaintiffs counsel's correspondence is attached hereto as Exhibit F and all

conditions precedent to filing this suit, have been performed or have occurred.

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47. All of the actions taken by Defendant in removing Plaintiff are invalid, illegal,

and a nullity and Plaintiff should be immediately restored to his service on the

board.

COUNT I

TEMPORARY AND PERMANENT INJUNCTION

48. Plaintiff realleges and reaffirms all allegations contained in paragraphs 1 through

16 above.

49. Plaintiff has requested that he be allowed to continue his service on the Board of

Trustees for Bethune-Cookrnan University and Defendant has failed and refused

to allow Plaintiff to do so despite multiple requests from Plaintiff and Plaintiffs

counsel. Plaintiff hereby requests that an injunction be issued enjoining

Defendant from conducting any business, taking any votes, making any

purchases, signing any contracts, issuing any checks, or engaging in any acts

wherein the trustees as the legal aim of the university would have to ratify the

same.

50. Without an injunction, Plaintiff will suffer immediate and irreparable injury as

outlined below and in other paragraphs herein and Plaintiff has no adequate

remedy at law.

51. Unless this Court issues an injunction, Defendant has, and will engage in acts

which are ultra vires, not authorized by the by-laws, the Articles of Incorporation,

Florida law or Federal law and Regulations and the public interest will be served

by requiring defendant to conduct itself consistently with the compact it entered

into with the state of Florida when it elected to become a corporate citizen.

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52. Since Plaintiff has contributed financially as required by Defendant, and

Defendant has accepted Plaintiffs money and further since Plaintiff has only

served 2 years of his term as a regular trustee, and since Plaintiff has served as

chairman of the auditing sub-committee and on the finance committee where

Plaintiff has raised numerous questions regarding the Defendant's expenditures,

finances, and obligations, Plaintiffs irreparable injury is demonstrable and

Plaintiff is fearful that his removal from the board was retaliatory. It is essential

for the Court to invoke its powers of equity to issue an injunction to ensure that

Plaintiff is allowed to discharge his fiduciary duties as required by law and

plaintiff has a clear legal right to a temporary and permanent injunction and there

is a substantial likelihood that plaintiff will succeed on the merits because the by-

laws clearly provide for 3 year teinis of service as a regular trustee with a

maximum of 5 remaining years for plaintiff and no vote was ever taken to remove

plaintiff for cause.

53. Defendant has purportedly terminated Plaintiff from the Board of Trustees and

Defendant has further contended that Plaintiff is not a proper member of the

Board of Trustees who is allowed to vote, debate, and deliberate the business of

Bethune-Cookman University in a official capacity and in the absence of Plaintiff

being allowed to do so, all of the above constitute an immediate and irreparable

injury to Plaintiff and Bethune-Cookman University and the community of

students served by her for which there is no adequate remedy at law and loss or

damage will result to Plaintiff before the Defendant can be heard.

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54. Notice of the temporary injunction hearing should not be required because

Plaintiff is not being allowed to attend meetings or vote.

55. Willie J. Walker, attorney for Plaintiff certifies in writing that good faith efforts

have been made to give notice to Defendant including a phone conference on

Friday, February 24th where Plaintiffs reinstatement was requested and Monday,

March 6th, 2017 and email of March 6th, 2017 requesting coordination of a hearing

date and that due to Defendant's non action a hearing could not be coordinated.

WHEREFORE, Plaintiffs respectfully requests this Honorable Court enter a temporary

and permanent order enjoining Defendant from prohibiting Plaintiff to appear and serve on the

Board of Trustees of Bethune-Cookman University and for such other relief as the court deems

proper and to award plaintiff Attorneys Fees and court costs for having to file this action.

COUNT II

DECLARATORY JUDGMENT

56. Plaintiff realleges and reaffirms all allegations contained in paragraphs 1 through

16 as if fully stated herein.

57. This is an action for declaratory judgment pursuant to Florida Statute 86.011, et.

seq. On February 16th, 2016, Plaintiff served via email a written request to the

active trustees of Defendant, Bethune-Cookman University. A specimen of said

correspondence is attached hereto as Exhibit G. Plaintiff specifically requested

his reinstatement to said board. In response thereto, Defendant, through its

counsel, takes the position that pursuant to Defendant's by-laws, Plaintiff has

serve two 3 year terms which have now expired. In point of fact, Plaintiff has 2

two year terms as an alumni representative and was in service of his remaining

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eligibility as a regular elected trustee. Plaintiff contends that the construction

given to the by-laws by Defendants renders them wholly meaningless as they

relate to the alumni class of membership. Further, Plaintiff contends that the plain

wording of the by-laws provides for a 2 year tem' as president of the alumni

association and 3 year terms as a regular elected trustee and that Defendant has

disregarded the plain meaning of the by-laws.

58. There is an actual controversy between the Plaintiff and Defendant under the by-

laws and Articles of Incorporation entitling Plaintiff by virtue of the existing right

and other legal relations between Plaintiff and Defendant; that said controversy

more particularly is that under said by-laws, and Articles of Incorporation,

Plaintiff contends that he is entitled to continue his service on the Bethune-

Cookman University Board of Trustees and that by virtue of his election in 2014

to the board and Defendant's ratification and recognition of his continued service

on the board Plaintiff is legally entitled to continue his service; while on the other

hand Defendant contends that the term of Plaintiffs service has ended pursuant to

the by-laws and that said term ended in approximately October, 2016; that the

facts set out herein between Plaintiff and Defendant can only be stabilized and set

to rest by the rendition of a declaratory judgment herein.

WHEREFORE, Plaintiff demands this Court to declare the legal rights of Plaintiff and

duties of Defendant and require Defendant to cease and desist from attempting to prohibit

Plaintiff from serving as trustee and to determine the invalidity of Defendant's actions in

removing Plaintiff from the Board of Trustees of Bethune-Cookman University and prohibiting

Plaintiff from continuing his service on the Board of Trustees of Bethune-Cookman University,

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and to award Plaintiffs judgment for costs, attorney's fees, and further relief to which he is

entitled.

This day of

Respectfully submitted,

WILLIE J. WALKER, ESQUIREFlorida Bar Number 0464767625 W. Union Street, Suite 3Jacksonville, FL 32202Phone: (904) 358-7104Facsimile: (904)353-3702Email: wjwesq@aol.com

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,2017.

311/2017 https-J/mail.aol.com/webmail-std/en-us/PrintMessage

From: wjwesq <wjwesq@aol.com>To: grimesh <grimesh@cookman.edu>

Bcc: araybrinson <araybrinson@msn.com>Date: Mon, Mar 6, 2017 4:38 pm

Dear Mr. Grimes,

Thank you for taking my call this afternoon. We are requesting Mr. Brinson be restored to his position on the BCU board oftrustees based upon the following:

1. My client was elected as a regular trustee beginning service in October of 2014 at the conclusion of his service as theAlumni representative.

In the absence of restoring Mr. Brinson to the board please advise as to when you or your counsel are available for aemergency hearing on this matter.

Sincerely,

Willie

h'ctps://mail.aol.com/webm ail-stdIen-us/PrintMessage 111

VERIFICATION

Affiant

STATE OFCOUNTY OF )

BEFORE ME, the undersigned authority, on this day personally appeared A4L -known to me to be the person whose name is subscribed to the foregoing instrument, OR who produced

CialL-L\ 1-311-C) as identification, and after being duly sworn, on his/her oath, deposedand says that the statements above are true and correct.

SWORN TO AND SUBSCRIBED BEFORE ME, this the.ch witness my hand and seal of office.

Notary Public

My commission expires:

L day of

LAFARRAH D. MCGOWAN

MY COMMISSION # FF 127845

E EXPIRES; September 30, 2018

Bonded Thru NotarY PuC Undrmitre

Filing #:53536809Filer:Willie J. WalkerPayment: $387.50

1 Filing Fee: $0.002 Defendants greater than 5: $67.503 Summons Issuance: $320.004 Amended Documents Amended Complaint/Petition:5 Appeals Notice: $0.006 Appeals Notice: $0.00

$0.00