BREAKING NEWS – Legal Action by Ed Haas Demanding Reinstatement of 4 EDC Board Members Removed by Albion Council

Written by John Face

August 21, 2023

Below is a copy of a letter sent to the City of Albion from the lawyer of Ed Haas.  Haas is threatening to take legal action against the City for removing himself and 3 other members of the Economic Development Corporation (EDC) Board from their seats.  As you will read injunctions are being threatened by Haas for what he believes is a wrong decision.  This letter along with the opinion of the EDC’s Attorney who advised the City Council in Albion that what they were doing is illegal as well.  I have posted that EDC letter as well for reference after the Haas letter.

Here is the Haas Letter:

August 21, 2023

City of Albion
City Commission
112 W Cass Street
Albion, MI 49224
Re: Removal of Members of the Board of Directors
of The Economic Development Corporation of the City of Albion

Dear Commission:
This firm represents Ed Haas, a member of the Board of Directors of The Economic
Development Corporation (the “EDC”) of the City of Albion. It has been brought to our attention
that the Commission recently voted to remove Mr. Haas and three other members of the Board of
Directors following their support of a vote to terminate Virgie Ammerman.

We have reviewed the Articles and Bylaws of the EDC, as well as the City Ordinance
establishing the EDC, and the City Charter. Please note that Article III, Section 4 of the
Ordinance, as well as Article II, Section 4(E) if the Bylaws prohibit removal of a member of the
Board of Directors of the EDC unless there is a for-cause reason for doing so. The for-cause
reasons identified in the Bylaws have not been satisfied. As such, the vote to remove the
members of the Board of Directors of the EDC is not valid.

We hereby demand that the vote be recognized as invalid and the members reinstated.
Failure to do so, as well as any efforts undertaken to enforce the removal or validate the
improper vote without cause will be met with legal action, including but not limited to,
injunctive relief for reinstatement. Any action taken by the EDC to move forward without proper
board composition will also be met with legal action.

We look forward to your prompt acknowledgment and attention to this matter.

Very truly yours,
KUIPER KRAEMER PC

Holly A. Jackson

Here is the EDC Lawyer Letter:

re: Albion Economic Development Corporation August 15, 2023

Council Members:

This Firm represents the Albion Economic Development Corporation (EDC). Our client has asked that I send this letter to the Council concerning the topic of a special meeting the Council is having this evening. Apparently, a reason for the meeting is to consider adopting a resolution removing from the EDC Board four of the five members of that Board that voted in favor of terminating the employment of Virgie Ammerman as President/CEO of the EDC. That action was taken at a duly called and held EDC Board meeting on Thursday, August 10, 2023.

On behalf of the EDC, I urge the City Council to not take the above action. I believe it is beyond the Council authority, and, regardless, leaving the EDC without a 9 (or more) member Board may mean it cannot take action to initiate and implement the projects it has underway, cannot seek to have its bills paid including to its current landlord and other service providers and vendors in Albion, and cannot continue to provide services to the community.

The City Council has the authority under the Economic Development Corporation Act (MCL 125.1601), including at MCL 125.1604 (6), to remove a board member for cause. That authority is affirmed in section 4(a)(4) of the EDC Articles of Incorporation the City Council authorized. However, the Home Rule City Act prohibits the City from removing a board member without cause. The EDC Bylaws, ratified by the City Council, only allow such removal to be for cause, as defined n those Bylaws. The list of for cause reasons in the Bylaws does not begin to include removing an EDC board member (much less four of them) because of a vote by the Board to terminate an employee. The EDC Board terminating an employee is not on the list of “for cause” reasons in the Bylaws, and does not compare to the items that are on the list. There is nothing in “the law” that allows or justifies the Council removing an EDC Board member because of the Board terminating an employee. As an employer, the EDC has the right and authority to have, and to terminate, employees as a pa1t of the usual course of business. The Council does not have the authority to interfere with that usual course of business.

The City Council created the EDC nearly 50 years ago, and if it carries out the above actions, it will likely end the entity as an effective organization, and at least delay it taking actions of the type referred to above. The reputational damage to the City and to the EDC will be devastating.

From

Vandervoort, Christ & Fisher, P.C.

Nelson Karre