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In response to a letter written last week by Raad Attisha and signed by seven Neighborhood Market Association board members, we, the plaintiffs in that case, can no longer be silent while the individuals who destroyed our organization and allowed its president, Mark Arabo, to use its financial resources as his own are given a forum to spread their propaganda.
Arabo and a few hand-picked individuals have controlled the NMA board since 2011. We sued in September 2015, alleging that payments to Arabo, including a $210,000 bonus, were improperly approved by the board. The judge ruled in our favor last November, ordering Arabo to repay.
Arabo’s supporters now claim the lawsuit was a power grab, rather than what it really was — an attempt to save the organization.
The lawsuit would have never been filed if Arabo and the NMA board had complied with their legal obligation, and provided their members with financials and membership list. These requests date back to 2011.
It’s also important to note the lawsuit was filed after the NMA board kicked out a co-founder and former CEO without due process and denied two other former executive board members access to the organization’s financials and other documents, records that members are entitled to. Arabo and the NMA board never provided any documents to the plaintiffs until they were ordered and sanctioned by Superior Court Judge Richard Strauss.
It took two mediations, more than 40 depositions and two additional court-ordered settlement conferences, but here’s what we discovered in the records:
- The board voted to give Mark Arabo $210,000 as a bonus for the sale of the NMA building and $38,000 for travel expense reimbursement, and the judge agreed those payments had been approved under “false pretenses.”
- An educational foundation was created with a $100,000 charitable donation. These funds could only be used to create educational scholarships. However, Arabo and the board disregarded IRS regulations and spent all of these charitable funds on ordinary expenses. The judge called it a “tax avoidance scheme.”
- During a two-year period, Arabo and the board authorized payments of more than $600,000 for vague lobbying and government relations work to an unlicensed lobbyist. We further discovered that this unlicensed lobbyist paid more than $70,000 to Arabo and his wife Randa Elias, his brother Kusay Arabo, current executive chairman Amad Attisha and board treasurer Amir Oram.
- NMA tax returns for the years 2013, 2014 and 2015 show operational losses of more than $1.6 million that were only offset by the sale of a building owned by the NMA.
- Amad Attisha did not disclose personal financial transactions with Arabo and other investments before voting to approve additional compensation to Arabo.
- After the lawsuit was filed, the NMA board approved an unconscionably lucrative seven-year contract to a corporation wholly owned by Arabo, with compensation increasing annually to $46,750 per month in 2018.
These are just some of the facts that we discovered through this journey over the past three years, and yet Attisha and his minions appear to be living in an alternate reality where losing hundreds of thousands of dollars each year and abandoning the rights and benefits of its own members is the proper way to run a trade organization.
If Attisha believes Arabo’s actions were reasonable and authorized, then why did the organization have no money and no active members when the receiver took over? It’s not because of the lawsuit, as all of their legal fees and costs were covered by insurance.
In his letter, Attisha stated that the receiver, Richard Kipperman, essentially kicked the board members out the NMA and accused him of neglecting to live up to his duties. That is not true. The judge decided the current NMA board was unfit to lead and mandated the election of a new board. Kipperman is a neutral third party appointed by the court to manage the NMA only until a new and transparent board election is conducted.
Not only was the NMA board duped by Arabo, it is likely the board members breached their fiduciary responsibility by not monitoring Arabo’s activities and letting him mismanage the organization’s financials. Such mismanagement came close to destroying the NMA. We saved the NMA from this fate, but it will take years of rebuilding before it can be restored to its former glory as a leading trade group in San Diego. We will get there again, and we hope the NMA will again earn the trust and respect of the community and its members it once had.
Samir Salem, Arkan Somo and Basil Zetouna own convenience and liquor stores around the San Diego region and led a lawsuit against leaders of the Neighborhood Marketing Association in 2015.