GBM PRESENTATION Agenda President’s Address Welcome Speech EB Introduction Approval of last GBMS’s MOM – Aug 5th, 2012 Operations Budget Puja Plans & Budget
GBM PRESENTATION Agenda Committee Updates Religious Facilities Rental Cultural Fundraising & Publicity KFC Sports Technology Legal Updates Summary of events to date Options for the future Expenses to date & future Misc
GBM PRESENTATION EB Obligations Coming In….. TBOC 8.051 Aug 5,’12 & other GB/CT Resolutions Aurko’s Indemnity Claim New EB Convened on Oct 30’12
GBM PRESENTATION Obstructions to EB …… New EB Convened on Oct 30’12 Cynthia Former Threat of Lawsuit On Mar 1’13 Bhaskar Roy’s lawsuit in Intervention On April 18’13 CT takes no action on Indemnity Options on Mar 3’13
GBM PRESENTATION Significant Issues for GB (CT) * Indemnity Issues * Significant potential financial exposure that can only be covered by community fund raising (however no risk of bankruptcy) * CT Chair Issues * CT Chair uncertainty hampering normal functioning of HDBS * Severe conflict of interest * Continued stonewalling of EB demands * Discipline * No penalty for material harm to HDBS * Small group of people obstructing execution of past GB resolutions * What can/will the community do about it………
GBM PRESENTATION EB List NamePosition Surajit Dasgupta President Mila Sengupta Vice President Abhijit Bhattacharyya Secretary Bhajendra Barman Treasurer Anindya Chakroborty Assistant Secretary Sudip Banyopadhyay Assistant Treasurer/Cultural / Library/ Kalabhavan Salil Sarkar Special Advisory Committee Mrinal Choudhury Special Advisory Committee Mita Shome Cultural / Library/ Kalabhavan Neeta Shetkar Legal Committee Rajib Dutta Food/Kitchen Salil Sen Facilities Maintenance & Operation Ganesh Mandal Religious Shibani Halder Religious Committee Chair Pradip Talukdar Co Chair Rental Committee Soova Sen –Puja Chair/ Diptabhas Sarkar – Puja Secretary Dipankar Sinha Roy – Co Chair Rental Committee
GBM PRESENTATION Committee Updates – Religious Religious Major Activities Kalpo Taru Utsav Shiv O Ratri Basanti Puja with Pala Kirtan Graduate’s Day Mother’s / Father’s Day Rath Yatra Spiritual Lectures Total Collection including Sunday Lunch = $54,225 Total expenditure = $3,835 Required Temple Maintenance: Carpet cleaning, plumbing, tiles, painting, Murti re-painting Fix temple rear door
GBM PRESENTATION Facilities Committee Update – Achievements to Date Completion of Temple Repair by IB Repair of Kitchen Roof Installation of Security Cameras Removal of old slabs and installation of new slabs & tiles in front of the Auditorium Repair of the sprinkler system in the whole facility Installation of Wheel Chair ramps on the North and South entrances of KalaBhavan (KB) Installation of New Programmable Controllers & Enclosures for all the A/C Units for the Auditorium and KB Repair of the A/C ductwork & damaged sheetrock in the Foyer and in the Auditorium Repair of KB Roof leak
GBM PRESENTATION Facilities Committee Update – Future Plans Future Plans Repair of the Temple Door facing Schiller Road Installation of new Water Heater for the Temple sink facing Hwy 6 Repair of the Complex Entry Gate Repair of the old Mower or buy a new Mower Installation of a few more Security Cameras for better & strategic coverage Installation of a Permanent Solution to prevent the “Water Logging” of the Foyer Better utilization of the space for the Priest’s old quarters Installation of the Temple Main Door
GBM PRESENTATION Cultural Committee Updates Baisakhi Mela in April, raising more than 6 k net profit. Best Drama Festival, with participation of three outside teams, net profit of 12 k. Bangla School has more than 40 students, with new Adult Classes Kalabhavan, has 50 plus students, added another form of dance class Music Classes Art Classes We have revamped the library, with several new magazine subscriptions, effective marketing and advertisement strategies implemented to supplement library costs, increase in number of members
GBM PRESENTATION Fundraising Committee Update Major Fundraising Events Held Baisakhi Mela on 14 th April - $6K Drama Festival - $19K Community Fund Raising Effort A Special fundraising effort has started for raising money for HDBS Legal funds. Total pledges $20K. Target 50K Future Plans Special Fundraising event in month of November, plan to raise $20K
GBM PRESENTATION Rental Committee Update Best and Cheapest Rental Facility in Town
GBM PRESENTATION Committee Update – Rental At Durga Bari Generated $15K revenue
GBM PRESENTATION Committee Update – Rental At Durga Bari Coming soon!!! Package deal Marriage Upanayana Annaprashan Future Plans Common Event Festival Competition Marketing Reach out to community Looking for new opportunities
GBM PRESENTATION Committee Update – Rental At Durga Bari Let's go to HDBS rental… spread the word Excellent rental facility Best rate structure Teamwork
GBM PRESENTATION Committee Updates – KFC Generated $4,500 revenue by selling “packaged lunch” sponsorships. Generated $2,500 revenue by selling Food in “Natyautsav 2013”. Reduced cost by using volunteers rather than contract labor. Reduced cost as HDBS Kitchen not part of Rental any more. Reduced cost by using new smaller chest freezer rather than big freezer. Paid Member of Sam's Club(Plus). $10 Cash back on $500 we spend. Free member of Restaurant Depot, JDK Restaurant Supply store. HDBS is now member of LOWES. NEW!!! - Devotees can sponsor packaged lunch. NEW!!! – Ice machine to cool off on celebration on hot days. Continue Serving “FREE” lunch on every Sunday to HDBS devotees.
GBM PRESENTATION Committee Updates – KFC – Future Plans Continue lunch Sponsorship. Encourage more volunteer work. Support all Puja events and any other HDBS events. Popcorn vending capability to generate revenue. Cotton Candy machine to generate revenue. KFC Food Festival/Competition. 2 New store room(s) Kitchen Inventory Monthly pressure wash Paint Kitchen
GBM PRESENTATION Sports Committee Update 2013 Accomplishments * Held Annual Sports Day for Kids on Jan 26 th 2013 * Table Tennis Practice every weekend – Saturday and Sunday Morning ay Kalabhavan * Cricket Practice every Sunday at HDBS grounds from Jan to June 2013.
GBM PRESENTATION Sports Committee Update 2013 Plan for the Rest of the Year: Kite Flying for Kids for Viswakarma Pujo on Sunday Sep 22 nd 2013. Soccer Practice at HDBS ground every Saturday starting Aug 24 th 2013 Annual Soccer Tournament – Nov 9 th Plan to make Volleyball Court and Badminton court by Dec 31 st 2 013.
GBM PRESENTATION Technology Committee Update Make it easy to subscribe Enews by adding a subscription section to it. Need volunteer to help maintaining HDBS Web site Working on online Registration for Puja
GBM PRESENTATION FIDUCIARY DUTIES/ Obligations of officers of an Organization 1.Duty of Obedience / good faith 2.Duty of Loyalty 3.Duty of Care 4.In addition, for non-profit organization – compliance with governing documents (constitution) is strongly recommended
GBM PRESENTATION Legal Update: Background information leading to indemnification requirements Oct 2011 ~ May 2012 Temple Inspection done by outside engineering firm – under the facility chair’s(Champak Sadhu) coordination No formal report was distributed in EB – reportedly “no confidence” motion brought against facility chair in EB. Temple locked out from public by EB President on May 1 without EB/ CT / GB approval May 6, 2012 GBM is held - Mass resignation of 10 EB members CT chair assumes charge and reopens Temple – since there was still no formal report confirming safety concerns from the Engineering firm circulated. May 14, 2012 Lawsuit filed by Santosh Mukherjee and Champak Sadhu representing themselves as HDBS court ordered temple closure on safety grounds –based on Engineering Report which was later uncorroborated by the Firm’s engineer in court testimony TRO against Aurko claiming wrongful dissolution of EB by CT chair
GBM PRESENTATION Legal Update: Background information leading to indemnification requirements – contd.. May 14 – Jun 04, 2012 Lawsuit discovery phase documentations presented in court. Engineering Firm reports were filed. Court Hearings held. Temple remains closed from May 14 th through Jun 04. Judge reopens temple June 4, rejecting claim that it is unsafe First 3 Interim Board members nominated in Jun 2 CT meeting. CT voted against lawsuit brought by Mukherjee and Sadhu Jun 4 - July 15, 2012 Multiple out of court settlement proposals rejected by the plaintiff’s. Interim Board expanded from June 30 to July 15. HDBS hires attorney to intervene in the ongoing lawsuit – based on July 15 GBM resolution. HDBS attorney intervened into this lawsuit and filed a “Show Authority” motion in court to the plaintiffs – the hearing date was set for August 2 nd, 2012 On governance lawsuit, Judge accepts interim board and asks Aurko Dutta to ensure early elections to limit term of interim body. Aug 3, 2012 Santosh Mukherjee/ Champak Sadhu withdrew their case instead of showing authority and recused themselves in Aug 2 hearing. HDBS and Aurko Dutta close out the lawsuit – with prejudice, under the understanding that GBM resolutions will be honored. Aurko Dutta’ s lawyers send indemnity demand letter to HDBS on Aug 3
GBM PRESENTATION Legal Update: Current Lawsuit and Status Aug 5 2012 GBM held with more than 100 participants and resolutions passed condemning the lawsuit trying to shutdown temple on false pretext as violation of fiduciary duties and indemnifying Aurko Dutta. Aug 5, 2012 GBM key resolutions: “We condemn the fraudulent lawsuit against our CT Chair Aurko Dutta by Santosh Mukherjee and Champak Sadhu” “HDBS will pursue all avenues to recover damages from Santosh Mukherjee and Champak Sadhu caused by their litigation“ “HDBS will assume the defense of Aurko Dutta and indemnify him for the existing and future damages in the form of actual direct costs incurred – resulting from the litigation brought by Santosh Mukerji and Champak Sadhu.”
GBM PRESENTATION Legal Update: Current Lawsuit and Status Sep - Nov 9, 2012 Interim EB is fully expanded and appoints the Election Commission to start the electoral process Election Commission declares the results of the EB election process – 15 members are elected unopposed New EB takes office on Nov 9 Nov – Feb 2013 EB explores various ways to execute the earlier GBM resolutions Several attempts are made to settle the matter with the perpetrators sharing the indemnity burden with HDBS – but all attempts failed EB obtained an independent legal opinion on indemnification – which concludes that HDBS was more than likely to be held liable for mandatory indemnification of Aurko Dutta
GBM PRESENTATION Legal Update: Current Lawsuit and Status – contd.. Mar 1 – Mar 3, 2013 Mar 1 – EB receives “cease and desist” threat letter from Cynthia Former’s lawyer to stop any indemnification attempts or get sued Mar 3 – EB presents all options to meet GB resolutions to CT including paying a reduced (75 – 100K) amount to Aurko Dutta in exchange for handing over HDBS legal claims against Santosh Mukerjee and Champak Sadhu CT disregards previous GB resolutions and advises EB to “obtain a court order” Mar 12 – Apr30, 2013 Mar 12 - HDBS takes Cynthia Former to court upon legal advice to obtain the declarative judgment to overcome the legal restraint imposed by Cynthia Former to follow GB resolutions. Bhaskar Roy is elected as CT Chair and immediately files lawsuit against EB personnel breaching his fiduciary duties as office bearer by standing against GB resolutions. He is represented by Sam Mukerjee. He withdraws within 5 days, but still causes substantial monetary damage to HDBS.
GBM PRESENTATION Legal Update: Current Lawsuit and Status – contd.. May 2013 Court grants order to disqualify Sam Mukerjee as Cynthia Former’s counsel. Cynthia Former files Mandamus in Appeals Court challenging the decision of district court - which is denied HDBS files for disqualification of C. Juravich to represent Sam Mukerjee which is denied. Aurko Dutta files as Plaintiff Intervenor claiming statutory indemnification under Texas Business Organization Code. Present Cynthia Former has no new attorney as yet. HDBS filed for Summary Judgment in the case of a “no show” by defendant Hearing date set for September 9 Aurko Dutta intervention – request for disclosure deadline is September 6
GBM PRESENTATION Legal Cost Original Lawsuit (Cause # 2012-27959) – attorney costs for HDBS intervention : 15K (private donors) Independent Legal analysis regarding mandatory indemnification law : 6K Current Lawsuit (Cause # 2013-14667) – attorney costs to obtain Declarative Judgment on mandatory indemnification (including the Bhaskar Roy lawsuit) This cost is non-discretionary expense. This was incurred to uphold GB resolutions and CT demand to obtain a court judgment. MonthMount PaidComments March$3284 paid 4/8/13( Declarative Judgment filing ) April$14053 paid 5/5/13( 10K in BR lawsuit + SM disqual ) May$17305 paid 6/30/13( SM disqual + Mandamus ) June$14150 paid 8/8/13( Mandamus + CJ disqual ) Total Incurred = $ 48792 – Future Costs Unknown
GBM PRESENTATION Path Forward HDBS A. DuttaC. Former September 9 Hearing No Contest Pay Full Pay Half and assign claim against SM/CS No Show Show & Stay Obtain Summary Judgment and file for sanction to recover attorney cost Set new Hearing date & possible depositions September 6 Discovery Contest Win – Pay less Lose – Pay full Chances to come out net positive is dubious
GBM PRESENTATION Pros & Cons of Options Pay FULLPay HALF & Assign End all lawsuitsHDBS losses are capped at 100K by assignment terms HDBS does not have funds to pay ~200K (expected costs if we no contest; Will be higher if we contest) Rogue members are held accountable. All GB resolutions are successfully executed. General public has to pay for fault of others HDBS does not have to recover claims directly Rogue members are not held accountable Continued lawsuits in the name of HDBS Future volunteers may be constrained from joining EB
GBM PRESENTATION Terms of assignment of Claim Pay 50K upfront to assign (in two installments) Pay next 25K within 6 months Another 25K in one year – held in escrow (if no claims from all liable parties are recovered by this time) Aurko’s lawyers cover all counter lawsuits from liable parties HDBS responsible for providing support, but NOT financially liable over 100K mentioned above. These terms of assignment will be a formally signed between Aurko Dutta and HDBS
GBM PRESENTATION Motions Filed DATEMotions Filed by HDBS (Plaintiff)Motions Filed by Cynthia Former (Defendant) 12-Mar Motion to obtain Declarative Judgment against Cynthia Former 15-Apr Defendant's Plea to Jurisdiction against declarative Judgment Motion to compel Deposition 18-Apr Petition to Intervene, Request for Disclosure and Application for TRO - by Bhaskar Roy - filed also by Sam Mukerjee 22-AprMotion to Show Authority to Intervener Plea to Jurisdiction against plea in intervention Motion to Disqualify Defendant’s counsel - Sam Mukerjee 11-May Defendant's Response to Plaintiff's Motion to disqualify SM Defendant's Motion to disqualify AM (Plaintiff's counsel) 13-May Plaintiff's reply to Defendant's response to Disqualify SM Order to disqualify S. Mukerjee is granted by Court
GBM PRESENTATION Motions Filed Contd.. DATEMotions Filed by HDBS (Plaintiff)Motions Filed by Cynthia Former (Defendant) 16-May Plaintiff's Response to Defendant's Plea to Jurisdiction Plaintiff's response to Defendant's motion to compel depositions Plaintiff's response to Defendant's Motion to disqualify AM 28-MayPetition for Writ of Mandamus in Appeal's Court Motion to stay Proceedings Order to Stay Proceedings granted by Court 11-JunResponse to Writ of Mandamus Motion to disqualify Chris Juravich 12-Jun Defendant's response to Plaintiff's motion to disqualify CJ 18-JunReply to support Motion to disqualify CJ Order to disqualify C. Juravich is Denied 24-JunMotion to reconsider re disqualification of CJ Order to reconsider Denied 19-Jul Aurko Dutta intervenes as Intervener Plaintiff and request for disclosure Writ of Mandamus Denied by Appeals Court