Retaliation against directors who talk

To a May 9th e-mail, obtained by Historic City News, sent by Chairman Donald W. Wallis to members of the First America Foundation board, we are left asking, “what’s the big secret”?

Members of the volunteer Board of Directors of the non-profit organization were put on notice by the heavy-handed Chairman that they do not have “any authority or any right whatsoever to communicate or to act on behalf of our organization about anything whatsoever.”

Wallis, who, only five days prior, sent a memorandum to the same board admitting that he hasn’t accomplished any of the deliverables the City of St. Augustine paid the foundation to provide, now reveals an almost paranoid pattern of behavior after coming under public scrutiny — a position he has avoided since taking a total of $300,000 of taxpayer funds.

“Directors of boards of corporations, whether for profit or not, always assume certain liabilities for actions by their organizations,” a former municipal attorney told Historic City News today. “You can’t waive negligent liability and, certainly, illegal activities by individuals within the organization usually come back to haunt directors; which is why I never agree to serve on volunteer boards.”

True to the Draconian reputation he earned during his term as Chairman of the Board of Directors of the St. Johns County Chamber of Commerce, Wallis told the board, “If it should ever come to my attention that any member of our Board of Directors has violated this policy, I will see to it that our organization officially and, to the fullest extent necessary, publicly repudiates, disavows, corrects, or rescinds the violating communication or action.”

Harsh words, indeed, for someone in Wallis’ arguably untenable situation. But, was it necessary to threaten the volunteer board members directly?

Wallis went on to say, “Should that corporate response cause unavoidable collateral damage in the form of embarrassment to the Director who violated the policy, so be it.”

Wallis is a practicing attorney at Upchurch, Bailey and Upchurch, P.A.. in St. Augustine. He attended Duke University (A.B.) and Duke University School of Law (J.D.). He began his legal career in 1974 as an associate with the Jacksonville law firm of Mahoney, Hadlow, Chambers & Adams, P.A. From 1978 to 1989, he was a shareholder in the Jacksonville law firm of Fisher, Tousey & Wallis, P.A. Beginning in 1989, he was a partner in Holland & Knight, LLP, and General Counsel of Holland & Knight Consulting, LLC. In 2003, Mr. Wallis joined Rogers Towers, P.A. as a shareholder in that firm’s Jacksonville office; he subsequently relocated to its St. Augustine office. Mr. Wallis is an active community member. He is currently a member of the Professional Advisory Council, Community Foundation of Jacksonville. Immediate past includes Chair, Board of Directors, St. Johns County Chamber of Commerce and Past Chair, Board of Directors, St. Johns Vision, Inc.

Photo credits: © 2011 Historic City News archive photograph