CONSOLIDATED: St. Leonard's Association debate

[VentnorMod]

Ventnor resident's Letter to Editor raises questions about its direction.

[normkling]

From the Downbeach Current 9-11-08

ST. LEONARD’S TRACT ASSOCIATION IS UNDER SIEGE

Ventnor’s usually quiet and reticent St. Leonard’s Tract neighborhood is undergoing an illegal underground attempt to take over the St. Leonard Tract Association, an 87-year old community preservation organization. At stake are its venerable name and a treasury of over $8,000.00. The Association’s non-profit charter, recorded on November 16, 1921, pledges its members to “promote the mutual interest” of the lot owners and to “perpetuate restrictions” in their deeds, from requiring minimum lot sizes to barring piggeries.

The Association started to crumble this past June when I was invited to a meeting of its Board of Directors and then barred from attending, although other non-Board members were already there upon my arrival. Asked to put my concerns in writing, I requested financial records and minutes of the meetings for the past few years and a copy of the By-Laws. Nothing was supplied. Three days later, my wife and I were notified that we were expelled from the Association by a Group of Three headed by a Ken Bolton and counseled by the Association’s lawyer, Frank Ferry. They claimed to be acting as an “Executive Board,” although: no notice was given of their meeting; there was no quorum; no minutes were kept and no officers were invited. The Association’s Parliamentarian, learning of this naked power grab, recommended that a special Board meeting be held, to which I was invited. The meeting was lawfully convened and the action of the Group of Three was nullified after heated argument among board members. The Association’s lawyer was dressed down for his role. What first comes to mind is if my wife is a mere appendage of mine, as she was not involved in any of this. What kind of mindset does her being "expelled" represent?

In quick succession after that meeting, various officers resigned, the annual meeting was cancelled, the annual newsletter was not published and not a word issued from the Association to inform the members of what was going on. In this vacuum, I distributed a three-page newsletter to the membership, alerting them to the attempted power grab and the disarray in the Association. There was no response to the specifics in my newsletter from the Association or from the Group of Three. However, a Ken Bolton, claiming to be the new president, although no election was held, recently signed a letter to the treasurer and others stating that he, Ferry and two others had created new by-laws, and requested the money in the treasury. The By-Laws governing the Association for over 80 years dictate the procedures for amending by-laws: 2-weeks’ prior notice to the full membership of the time and place of the meeting, along with the proposed changes, and a 2/3 vote to ratify the changes. This closely follows New Jersey State Law. None of this was done. As if this were not enough, Ferry, the Association’s former lawyer (his term having expired) wrote to me that any suit against him “would have to include” the Association. This was in response to my warning him that I could take action against him for defamation and stating explicitly that I had no intention of suing the Association!

The residents of the St. Leonard’s Tract have the power to decide what will happen to the Association. It can be salvaged or terminated. If terminated, the treasury can be donated to other non-profit causes or distributed to the membership, depending on applicable state law. The residents should let their desires be known. They can write to me by regular mail or email: nakasak@yahoo.com. (My wife and I have no interest in holding office in the Association.)

Norm Klinger
Ventnor

[normkling]

See clear copy of letter in Current in separate posting.

[Tipster]

who's behind the move to expand the historic boundaries of the Tract? a bunch of conniving rich people who want to be included? realtors and mortgage brokers trying to improve marketability of more houses? you can't just rewrite history like that, so keep exposing the connivers. There are recent McMansions that would not fit in if the boundaries change, since historic and grounds are part of what makes the tract the Tract.

[normkling]

There's an alleged phony outfit claiming to be the real and original St. Leonard's Association. It is not.

This group set itself up without a meeting of the membership of the real and original Association; then, it self-appointed officers and created "new" By-Laws without the membership knowing or voting on any of this.

The Association's By-Laws since 1921, in compliance with state law, require the following to change the By-Laws:

1. A two-week PRIOR NOTICE to the membership of proposed By-Law changes, spelling out the changes.

2. A GENERAL MEETING OF THE MEMBERSHIP, after notice of such a meeting, to discuss the proposed changes.

3. A 2/3 VOTE of the quorum present to pass any change in By-Laws.

None of this was done.

New officers can only be elected by the membership at the annual meeting.
The annual meeting was scheduled for July 25, 2008. (The Association’s By-Laws mandate that the Annual Meeting “shall be held the second Friday of July of each year.”) The Community Room at the Ventnor Cultural Arts Center was reserved by the original Association and a check was sent to Ventnor City as a security deposit. The meeting was canceled by a Ken Bolton claiming to be the Association's president, in his call to the City Clerk. He wasn't. No one elected him. He requested a refund.

Bolton and his group have attempted to justify their actions because there was no annual meeting - the same meeting Bolton canceled without authority. A basic legal principle is that you cannot profit from your own wrong. Applied here, Bolton created a vacuum and then tried to use it to move his people into office and change the historic By-Laws of the Association, without regard to the existing By-Laws and the state law! And, then, he unsuccessfully asked the treasurer to turn over the $8,000.00 in the treasury. It doesn't stop there. In a mailing falsely claiming to be from the real and original St. Leonard's Association, a "Membership Application" is asking residents to send $25.00 to 5900 Atlantic Avenue - Bolton's address. Guess who is the new Secretary/Treasurer of the fictional St. Leonard's Association? Bolton's wife!

Concerned residents are reported to have contacted the State Attorney General's Office. It is anticipated that the mailed request for money will be forwarded to the appropriate officials in the state and the U.S. Postal Service along with a complete history of these goings-on. It is hoped that the law counts for something.

Those persons who have cooperated with Bolton and his take-over group in good faith and without knowledge of the foregoing history are urged to consult private counsel not connected to the Association. They should seriously evaluate the risks they are taking.

Norm Klinger

[normkling]

There's an alleged phony outfit claiming to be the real and original St. Leonard's Association. It is not.

This group set itself up without a meeting of the membership of the real and original Association; then, it self-appointed officers and created "new" By-Laws without the membership knowing or voting on any of this.

The Association's By-Laws since 1921, in compliance with state law, require the following to change the By-Laws:

1. A two-week PRIOR NOTICE to the membership of proposed By-Law changes, spelling out the changes.

2. A GENERAL MEETING OF THE MEMBERSHIP, after notice of such a meeting, to discuss the proposed changes.

3. A 2/3 VOTE of the quorum present to pass any change in By-Laws.

None of this was done.

New officers can only be elected by the membership at the annual meeting.
The annual meeting was scheduled for July 25, 2008. (The Association’s By-Laws mandate that the Annual Meeting “shall be held the second Friday of July of each year.”) The Community Room at the Ventnor Cultural Arts Center was reserved by the original Association and a check was sent to Ventnor City as a security deposit. The meeting was canceled by a Ken Bolton claiming to be the Association's president, in his call to the City Clerk. He wasn't. No one elected him. He requested a refund.

Bolton and his group have attempted to justify their actions because there was no annual meeting - the same meeting Bolton canceled without authority. A basic legal principle is that you cannot profit from your own wrong. Applied here, Bolton created a vacuum and then tried to use it to move his people into office and change the historic By-Laws of the Association, without regard to the existing By-Laws and the state law! And, then, he unsuccessfully asked the treasurer to turn over the $8,000.00 in the treasury. It doesn't stop there. In a mailing falsely claiming to be from the real and original St. Leonard's Association, a "Membership Application" is asking residents to send $25.00 to 5900 Atlantic Avenue - Bolton's address. Guess who is the new Secretary/Treasurer of the fictional St. Leonard's Association? Bolton's wife!

Concerned residents are reported to have contacted the State Attorney General's Office. It is anticipated that the mailed request for money will be forwarded to the appropriate officials in the state and the U.S. Postal Service along with a complete history of these goings-on. It is hoped that the law counts for something.

Those persons who have cooperated with Bolton and his take-over group in good faith and without knowledge of the foregoing history are urged to consult private counsel not connected to the Association. They should seriously evaluate the risks they are taking.

Norm Klinger

[VentnorMod]

Bump thread

[normkling]

From: Norm Klinger
To: Sally.Fields@dol.lps.state.nj.us
Sent: Sunday, September 28, 2008 12:53:02 PM
Subject: Non-Profit Corporation Irregularities

To: Sally Fields, Esq., Deputy Attorney General

Dear Ms. Fields:

I would appreciate your forwarding this to the appropriate office for investigation. In my estimation, the transgressions described deserve a look. The threshold was crossed when a public solicitation was made via the U.S. Mail to collect "dues" in the name of a non-profit corporation by a group that has seized the mantle of the corporation without complying with the state law or the By-Laws. Money has already been collected and a social event is scheduled for which admittance is based on paying "dues" to the usurping group.

Thank you for giving this request your attention.

With best wishes,

Norm Klinger

P.S. A copy of this is being circulated to those known to be involved in this matter.
__________________________________________________ _____________________________

NEW “ST. LEONARD’S” PARTICIPANTS AT RISK

Are well-meaning people in the St. Leonard’s Tract aiding an illegal enterprise – the hijacking of the venerable St. Leonard’s Association? Its signs are above every street name in the Tract; it appears on the zoning map; and its name has special value.

There is only one St. Leonard’s Association, the ORIGINAL ONE: incorporated in 1921 as a non-profit corporation. And, it still exists. It can be reorganized lawfully at the annual meeting next July, as dictated by the By-Laws.

THE ORIGINAL ASSOCIATION IS BEING DESTROYED by a “Pretend St. Leonard’s,” invented by a Ken Bolton and two others. They never made the transition from the ORIGINAL Association to the Pretend one they cooked up. For the past 87 years the By-Laws dictated only one way to amend them and to elect officers: prior notice of the proposed changes to the entire membership, a meeting of the membership and a two-thirds vote. This complies with state law. None of that was done. Bolton declared the entire original membership non-existent because, without authority, he canceled the annual meeting held every July as long as anyone can remember. That is nonsense. Those who were paid-up members of the ORIGINAL Association are still members until the annual meeting is held! Bolton then proceeded to act as if he had a clean slate upon which to write new By-Laws and seized the trappings of authority. The phony by-laws he created eliminate participation by the membership, those who pay the dues. All power is held in a few hands and by-law changes and membership eligibility can be changed at will. It’s as dictatorial and secretive as a neighborhood organization can get. In spite of lacking a lawful transition, the original letterhead and membership list were falsely used to solicit money through the mail and to proclaim themselves to be in charge. If they want to call themselves the St. Leonard’s Sorority, or anything other than “Association”, that’s fine. But, they are not the St. Leonard’s Association. Significantly, what I have written about this has not been refuted by a single fact.

Falsely appropriating a corporate identity is one sort of violation. But, demanding the treasury from the duly elected Treasurer of the ORIGINAL Association, who is still in office under the ORIGINAL By-Laws, and using the U.S. Postal Service to solicit money for “dues” to support the Pretend Association is far more serious.

Residents who are cooperating with this phony effort, whether by being officers or serving on any body of this group, or advancing its cause by cooperating in the solicitation of money, are as guilty as those who engineered this charade. More than ample notice has been given via newsletters and letters in the local press. This is too serious to ignore. To do so is dangerous.

Excerpts from an online search of New Jersey Criminal Law are re-printed below. They show the perils faced by those cooperating with the Pretend Association. One sure way to avoid culpability, according to the quoted law, is to sever all connections to the Pretend Association, in writing, retaining a copy. Those who collected money should return it. The harm can be undone by most, except for those who used the U.S. Postal Service to solicit money.

TITLE 2C THE NEW JERSEY CODE OF CRIMINAL JUSTICE

2C:2-6. Liability for conduct of another; complicity

a. A person is guilty of an offense if it is committed by his own conduct or by the conduct of another person for which he is legally accountable, or both….

b. A person is legally accountable for the conduct of another person when: ….
(3) He is an accomplice of such other person in the commission of an offense….

c. A person is an accomplice of another person in the commission of an offense if: ….

(b) Aids or agrees or attempts to aid such other person in planning or committing it....

e. … a person is not an accomplice in an offense committed by another person if: ….

(3) He terminates his complicity under circumstances manifesting a complete and voluntary renunciation as defined in section 2C:5-1 d. prior to the commission of the offense. Termination by renunciation is an affirmative defense which the defendant must prove by a preponderance of evidence.

2C:20-4. Theft by deception.

A person is guilty of theft if he purposely obtains property of another by deception. A person deceives if he purposely:

a. Creates or reinforces a false impression, including false impressions as to law, value, intention or other state of mind, and including, but not limited to, a false impression that the person is soliciting or collecting funds for a charitable purpose; but deception as to a person's intention to perform a promise shall not be inferred from the fact alone that he did not subsequently perform the promise;….

c. Fails to correct a false impression which the deceiver previously created or reinforced, or which the deceiver knows to be influencing another to whom he stands in a fiduciary or confidential relationship....

Amended 2003, c.43.

(Please note: nothing contained herein constitutes or should be regarded as legal advice. For legal advice consult a lawyer of your own choice who does not have a conflict of interest.)

[olde tymer]

I don't know much law and and Mr. Klinger does go on. But I know one thing, this whole mess these new people are creating are not the St. Leonard's Association I knew. It was always a neighborhood association. Anyhow who lived in the tract could belong. I never heard of such secrecy and special rules. The members always had a say and now they can't? Why did we not have our annual meeeting? And why did these new people do away with them? Who are they anyhow? This foolishness has to stop. It is very upsettig and not the Ventnor I knew. It is awful but I hope the authorities look into this and punish those who are doing wrong. They are not getting my money. I am waiting for the annual meeting next July when everything can go back to normal. I hope I will see my neighbors there and we can be a neighborhood again and not whatever these new people thinks it is.

Very truly yours,
Olde Tymer

[new in town]

It cost us a lot to buy this house. We pay high taxes and love it here. Why is a handful of people trying to mess it all up? Being in St. Leonard's is special. Show me another neighborhood with such beautiful and historic houses. What is their motivation. Why doesn't Mr. Klinger just name them? Small minded and petty. As Olde Tymer said, what's the big secret. Can't we all just get along? It's a neighborhood association for G-d's sake. I agree. We should have a meeting of all the members next july as we always did and vote on any changes we want. Ventnor now has open government. St. Leonard's Association should have an open organization!!!!

P.S. Mr. Klinger must be right, just as he was about the old Ventnor government and because nothing he wrote has been contradicted. If this little group thinks it's right, let them debate Mr. Klinger on the Barbara Altman show. I'll be sure to tune in but make it on a Monday when I can stay over.