July 17, 2014
Members of Maryland State Youth Soccer Association
c/o Maryland State Youth Soccer Association
221 Fifth Avenue, SE
Glen Burnie, MD 21061
Re: Recent Events of Concern to You at MSYSA and Moving Forward
Dear Members of Maryland State Youth Soccer Association:
Many members recently have written expressing concern and uncertainty about recent events at the MSYSA, primarily the 2014 annual general membership meeting (known to the membership as the AGM) postponed by the Executive Board, but nevertheless conducted by the organization’s now past-President with only four of 131 member clubs present. Members also have felt that the silence of the organization has left a void of information. And, local media now have reported on a court restraining order entered on Wednesday morning in Montgomery County, part of which includes the resignation of the now past-President and the now former-Secretary of MSYSA. The purpose of this letter is to break that silence and share with you what the majority of your Executive Board has done to restore your confidence in the leadership and direction of the organization. I am going to refer to the majority of your Executive Board as “the Board Majority” because they acted and are acting in your collective interest, and the full Executive Board last night, by majority vote, understood, recognized and acknowledged that the Board Majority filed the litigation acting in the best interests of MSYSA.
The Board Majority retained my law firm and me in connection with recent events that garnered attention from the membership and from observers. These directors, mindful of their duties to all members, rather than the select favored few who were invited to what has come to be known as the “Parking Lot AGM”, recognized that the now past-President and now former-Secretary were engaging in activities that were designed to consolidate and perpetuate their authority and to change the rules governing the organization to benefit a select few clubs. The Board Majority shared your concern about disenfranchising members (depriving members of equal voting rights) and the consolidation of power in the hands of a few. Their silence has not been inaction; instead, the Board Majority sought to take constructive and effective steps to address and remedy swiftly the uncertainty and risk of further damage to the operation and reputation of MSYSA.
On Thursday afternoon, July 10, 2014, acting for and on behalf of the Board Majority, I filed a lawsuit against the now former President of MSYSA and the person who was continuing to hold herself out to be the Secretary, despite her having resigned twice from the Executive Board. In the following days, I filed Motions asking the Court for expedited relief, all of which I will explain in this letter. There were several objectives of the lawsuit. One was for the Court to make clear who comprises the Executive Board – whether the directors and officers in place as of June 20, 2014 and since 2013, or those shoehorned in at the Parking Lot AGM. That determination was to establish who is responsible for governing MSYSA, so decisions can occur with clarity going forward. At the time of filing the lawsuit, the next Executive Board meeting was on Wednesday, July 16, 2014, and the request to the Court was to make the decision about who lawfully comprised the Executive Board before the meeting on the 16th. At the Executive Board meeting, the Board Majority intended to and the full Executive Board did select a date for the previously postponed 2014 AGM. That date is September 14, 2014, and the Executive Board will give proper notice to all of you, the members. The Board Majority is scheduling an AGM of inclusion, not exclusion. And, the 2014 AGM will be conducted according to Maryland law, the Charter and the Bylaws.
Among the relief that the Board Majority sought in the lawsuit was a “declaratory judgment”, meaning that the Board Majority asked the Court to issue a declaration as to the rights of the parties. Specifically, we asked the Court to declare, as a matter of law, that (1) the Parking Lot AGM (which I refer to colloquially in the lawsuit as “the Parking Lot Cabal”) and all decisions made and action taken under its auspices are null, void, and illegal, including the passage of the proxy-voting amendment to the Bylaws and the election of seven directors
; (2) the resignation of Defendant Filemyr (the Secretary) on June 9, 2014 or June 18, 2014 was and is effective, and that Filemyr no longer is a member of the Executive Board; and (3) the Board Majority continues to comprise a majority of the members of the Executive Board until such time as a valid annual general membership meeting of MSYSA members can be held and at which there will be proper elections
for those directors whose terms are expiring.
The other part of the lawsuit sought what lawyers refer to as “injunctive relief”, that is an order from the Court preventing the defendants (the President and Secretary) from inflicting or continuing to inflict irreparable harm on MSYSA. The Montgomery County Circuit Court entered an Order that had four components, and the following reflects the language of the Order:
First, the purported meeting of the members of MSYSA held at a parking lot on June 21, 2014 and all decisions made and action taken under its auspices are null, void, and illegal, including the passage of the proxy-voting amendment to the Bylaws and the election of seven directors.
Second, the Majority Directors, and each of them, and all officers and directors serving in such capacities as of June 20, 2014 continue to comprise a majority of the members of the Executive Board until such time as a valid annual general membership meeting of MSYSA members can be held at which proper elections for those directors whose terms are expiring can be held, except that the resignation of Defendants Greenberg and Filemyr is of full force and effect and Defendants Greenberg and Filemyr shall no longer serve as officers or members of the Executive Board of MSYSA.
Third, Defendants Greenberg and Filemyr be, and each of them hereby is, temporarily restrained from making any decisions or taking any action that are grounded on the decisions made and actions taken at the purported annual general meeting of MSYSA members held on June 21, 2014.
Fourth, Defendants Greenberg and Filemyr be, and each of them hereby is ordered not to act in any capacity on behalf of MSYSA or hold themselves out to represent themselves to act for MSYSA, including participating in or attending all meetings of MSYSA, until the Executive Board of the MSYSA conducts a meeting to determine specifically what disciplinary action, if any, shall be imposed on Defendants Greenberg and Filemyr pursuant to the applicable provisions of the MSYSA’s charter and bylaws.
The Board Majority gave plenty of thought and careful consideration to the decision to pursue this course in the interest of the membership. Although this may appear, on its face, to create more disarray, in fact the opposite is true. The quickest and shortest path to eliminating the distractions and perceived turmoil is and was to obtain clarity as to leadership and move aside those whom the Board Majority and others, as alleged in the Complaint, considered to be harming the organization. This litigation was designed entirely to achieve these stated objectives. In fact, from the filing of the lawsuit to entry of the Order, which included the resignation of Defendants Greenberg and Filemyr, the elapsed time was less than six days, including the weekend. That is the opposite of “dysfunction”; that is an example of decisiveness, focus and function.
I have not attached a copy of the lawsuit to this letter; however, if you would like to receive a copy, as it is a matter of public record, then my office would be pleased to provide one to you via e-mail. MSYSA hopes that you will take comfort in the efforts of the Board Majority to bring order and direction to the organization, and recognize that all organizations at some points experience some turmoil. It is how the leaders respond that distinguishes them and the organizations. The Executive Board meeting of Wednesday, July 16, 2014 returned to a full, open and candid discussion of issues, including final planning for Nationals.
With Nationals a mere days away, MSYSA hopes that you will volunteer to help make Nationals a success and attend as many of the games as possible at the Soccerplex. The entire Executive Board uniformly and united looks forward to a long, active and successful future in partnership with you, MSYSA’s loyal members.
Very truly yours,
Shulman Rogers Gandal Pordy & Ecker, P.A.
JACOB S. FRENKEL
CHAIR, SECURITIES ENFORCEMENT, WHITE-COLLAR CRIME AND GOVERNMENT INVESTIGATIONS PRACTICE
| T 301.230.5214 | F 301.230.2891
SHULMAN, ROGERS, GANDAL, PORDY & ECKER, P.A.
12505 PARK POTOMAC AVENUE, 6TH FLOOR, POTOMAC, MD 20854
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