United States District Court, N.D. Mississippi, Aberdeen Division
C.S. CHRISTOPHER, JR. PLAINTIFF
RICHARD HILL, et al. DEFENDANTS
MEMORANDUM OPINION AND ORDER
M. BROWN, UNITED STATES DISTRICT JUDGE.
employment discrimination action is before the Court on the
defendants' motion for summary judgment. Doc. #48.
Rule 56 of the Federal Rules of Civil Procedure,
“[s]ummary judgment is proper only when the record
demonstrates that no genuine issue of material fact exists
and the movant is entitled to judgment as a matter of
law.” Luv N' Care Ltd. v. Groupo Rimar,
844 F.3d 442, 447 (5th Cir. 2016). “A factual issue is
genuine if the evidence is sufficient for a reasonable jury
to return a verdict for the non-moving party, and material if
its resolution could affect the outcome of the action.”
Burton v. Freescale Semiconductor, Inc., 798 F.3d
222, 226 (5th Cir. 2015) (internal quotation marks omitted).
On a motion for summary judgment, a court must
“consider the evidence in the light most favorable to
the nonmoving party and draw all reasonable inferences in its
favor.” Edwards v. Cont'l Cas. Co., 841
F.3d 360, 363 (5th Cir. 2016).
seeking summary judgment, “[t]he moving party bears the
initial responsibility of informing the district court of the
basis for its motion, and identifying those portions of the
record which it believes demonstrate the absence of a genuine
issue of material fact.” Nola Spice Designs, L.L.C.
v. Haydel Enters., Inc., 783 F.3d 527, 536 (5th Cir.
2015) (internal quotation marks and alterations omitted). If
the moving party satisfies this burden, “the non-moving
party must go beyond the pleadings and by her own affidavits,
or by the depositions, answers to interrogatories, and
admissions on file, designate specific facts showing that
there is a genuine issue for trial.” Id.
(internal quotation marks omitted). “Where the
nonmoving party bears the burden of proof at trial, the
moving party satisfies this initial burden by demonstrating
an absence of evidence to support the nonmoving party's
case.” Celtic Marine Corp. v. James C. Justice
Cos., Inc., 760 F.3d 477, 481 (5th Cir. 2014).
Background and Procedural History
The Civil War Battles of Tupelo and Brice's
10, 1864, during the height of the American Civil War,
Confederate and Union forces met in a battle at Brice's
Crossroads, a site located roughly twenty miles north of the
City of Tupelo, Mississippi. The battle, which involved
approximately 12, 000 troops, resulted in a victory for the
Confederate forces. Over time, the battle would become known
as the Battle of Brice's Crossroads.
month later, on July 5, 1864, Confederate and Union forces
met again around Tupelo. This battle, which involved
approximately 22, 000 troops, resulted in a victory for the
Union forces. Over time, this battle has been referred to as
the Battle of Tupelo and the Battle of Harrisburg.
C.S. Christopher Jr.
“Pete” Christopher Jr.,  is an approximately
sixty-seven-year-old resident of Guntown, Mississippi. Doc.
#48-3 at 5; Doc. #55-1 at ¶ 1. He has worked as a
salesman “for most” of his working career and,
over the last three decades, has “developed a deep
appreciation” for soldiers of the Civil War. Doc. #55-1
at ¶ 1. In this regard, Christopher has “attended
countless Civil War Re-enactments and [has] studied the Civil
War battle through research, reading and seminars, especially
the Brice's Crossroads Campaign.” Id.
2009 Interlocal Cooperation Agreement
February of 2009, the Mississippi cities of Baldwyn and
Tupelo entered into an Interlocal Cooperation Agreement
(“Agreement”) with Lee County; Brice's
Crossroads National Battlefield Commission, Inc.
(“BCNBC”); and The Convention and Visitors Bureau
of the City of Tupelo, Mississippi (“Bureau”).
Doc. #48-1. The stated purpose of the Agreement was “to
facilitate the development and interpretation of the Civil
War Battles of Tupelo (‘Harrisburg') and
Brice's Crossroads (‘Brice's') to be known
as the Civil War Center.” Id.
6 of the Agreement provided for the creation of a Civil War
Center Board (“CWCB” or “Board”).
Id. at 2. Under the terms of the Agreement, the
Board operates under the BCNBC and consists of seven members.
Id. Lee County, Tupelo, and Baldwyn each appoint two
members, while the Bureau appoints one. Id. The
Agreement also authorized the Board to adopt regulations and
policies to govern its operations. Id.
The Board's Formation and Initial Meetings
after the execution of the Agreement: (1) Tupelo appointed
Dick Hill and Ed Neelly to the Board; (2) Lee County
appointed C.S. “Pete” Christopher and Rhett
Russell; (3) Baldwyn appointed Jim Bishop and Jim Grisham;
and (4) the Bureau appointed Neal McCoy. Doc. #55-4. The
newly created Board held its initial meeting on March 3,
2010. Id. At this meeting, the Board approved a set
of by-laws, approved Russell to serve as secretary, approved
Grisham to serve as Chairman, approved Edwina Carpenter to
serve as Russell's “assistant, ” and approved
Neelly to serve as treasurer. Id.
the by-laws, decisions of the Board, including removal of a
Board member, require an eighty-percent majority vote of the
members present. Doc. #55-3 at 2-3. Additionally, of
relevance here, Article XII of the by-laws provided:
Section 1. CONTRACTS. The Board may authorize an officer or
officers, agent or agents, to enter into any contract or
execute and deliver an instrument in the name of the Board
and such authority may be general or confined to specific
instances. Any such contracts or instruments shall require
the signature of the Chairman, Secretary and Treasurer upon
the authorization of the Board. No contract shall be entered
into for and on behalf of CWCB without prior approval of
Section 2. LOANS. No loans shall be contracted on behalf of
the Board and no evidence of indebtedness shall be issued in
its name unless authorized by a resolution of the Board. Such
authority may be general or confined to specific instances;
however, any such contracts or instruments shall require the
signature of the Chairman, Secretary and Treasurer upon the
authorization of CWCB. No such loan shall be transacted for
or on behalf of CWCB without prior approval of BCNBC.
Section 3. CHECKS AND DRAFTS, ETC. All checks, drafts or
other order for the payment of money, notes or evidences of
indebtedness issued in the name of the CWCB shall be signed
by such officer or officers or agent of the Board and in such
manner as shall from time to time be determined by resolution
Section 4. DEPOSITS. All funds of CWCB not otherwise employed
shall be deposited from time to time in the credit of CWCB in
such banks, trust companies or other depositories as CWCB may
Id. at 4-5.
March 3 meeting, the Board also voted that Christopher, Hill,
Grisham, and McCoy would serve initial terms of five years,
while the remaining Board members would serve initial
four-year terms. Doc. #55-4 at 1. At the expiration of these
initial terms, the Board mandated two-year terms.
Id. at 2. Although it is not apparent from the