Hi Julia,

My apologies for not following up before now; I was waiting for a response to a message I had sent to the RWA Board before doing so, and on further information, as this was germane to the question of the audit.

I am committed to an independent investigation into this matter that is based on complete information, where the results of such investigation are transparently open to the committee, and am committed to providing as complete a picture as possible for such an audit. I believe that you and your firm are also committed to providing this audit.

Your client’s current actions make a complete, independent, transparent audit impossible.

On January 14th, 2020, I wrote to RWA’s Board of Directors and offered my cooperation in attempting to release from Executive Session all directors who participated in the decision-making process in regards to this matter. As fear of liability is the main reason why confidentiality is necessary, I offered to settle all of my outstanding claims against RWA in exchange for RWA releasing all of its directors and officers from the confidentiality of those executive sessions. RWA had until Friday the 17th to respond to this offer; I indicated clearly what RWA had to do to keep the offer open, and they very clearly chose not to do so.

In their letter in response to my offer, the RWA Board stated that “[t]he Board has released current and former members from confidentiality restrictions to provide relevant information to the outside firm conducting the audit.” The Board cited the newly added 3.11.12 from RWA policy.

Section 3.11.12 states: “Notwithstanding the above, the Board, by resolution and for good reason, may authorize Board members to discuss and share information and documentation about Executive Session items with legal counsel retained by RWA, if such communications are necessary for legal counsel to carry out its engagement, and the meeting minutes of Executive Sessions may be shared with such legal counsel by the Executive Director or by RWA’s corporate counsel. This Subsection 3.11.12 does not authorize further disclosure by legal counsel of confidential Executive Session in information or otherwise modify the restrictions in Section 3.11.”

This amended policy does not allow for a complete, transparent independent audit.

1) This amended policy fails the community transparency test. The policy does not allow anyone on the RWA Board to disclose the results of your audit with regards to findings by your firm as to the content of executive session. The Board’s insistence that they will be transparent about this matter is contrary to RWA’s stated policy.

2) This amended policy only refers to “Board members” and does not refer to former Board members. This means that all members of the Board who resigned over this matter will not be able to speak to the auditors.

3) This section states that this release is “by resolution.” Upon consultation with Directors who resigned, I have been informed that none of them have been told that they were released from the confidentiality requirements of Executive Session. Those directors are Chanta Rand, Priscilla Oliveras, Tracey Livesay, Adrienne Mishel, Pintip Dunn, Erica Ridley, Farrah Rochon, Seressia Glass, and Denny Bryce. Failing to release all of the Directors who cited a “lack of faith in leadership” in this matter as the reason for their leaving office, in an audit that in part looks into RWA’s actions in regards to this matter, means that RWA is still controlling the information that will reach the audit.

While I trust in your good faith as auditors, no effective audit can occur when only one side is allowed to speak.

I am therefore urging RWA to amend section 3.11.12 to include the language “current and former Board Members,” to pass a resolution releasing the above-named directors from the requirement of executive session confidentiality, while maintaining RWA’s indemnification of those Directors, to personally inform those above-named directors that they have been released from executive session confidentiality and to provide the text of the resolution that was passed, and to further amend policy to commit to releasing audits of RWA behavior in their entirety to the membership, even when the contents of those audits contain a description of actions taken in executive session.

Until RWA commits to the above, or to actions that have a substantially similar effect, I must unfortunately decline to participate in this audit. I have, however, high hopes that the Board will be able to meet these conditions, and that their failure to do so at this point is mere oversight.

For that reason, I am also cc-ing the relevant parties on this matter.

Sincerely,
Courtney Milan

cc: Board of Directors, Twitter