GBM PRESENTATION

GBM PresentationHDBS Executive Board

Date : 18th August, 2013

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 & otherGB/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 LawsuitOn Mar

1’13

Bhaskar Roy’s

lawsuit in Interventi

onOn April

18’13

CT takes no action on Indemnity Options onMar 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

Name Position 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

2013 Operations BudgetBhajendra Burman

GBM PRESENTATION

Puja UpdateSoova Sen

GBM PRESENTATION

Committee Updates

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 14th 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 26th 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 22nd 2013.

• Soccer Practice at HDBS ground every Saturday starting Aug 24th 2013

• Annual Soccer Tournament – Nov 9th

• Plan to make Volleyball Court and Badminton court by Dec 31st 2013.

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

Legal Committee UpdateNeeta Shetkar

GBM PRESENTATION

FIDUCIARY DUTIES/ Obligations of officers of an Organization

1. Duty of Obedience / good faith2. 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 14th 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 2nd, 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

Signed Court Order

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.

Month Mount Paid Comments

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.

FormerSeptember 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 lessLose – Pay full

Chances to come out net positive is dubious

GBM PRESENTATION

Pros & Cons of Options

Pay FULL Pay HALF & AssignEnd all lawsuits HDBS 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

DATE Motions Filed by HDBS (Plaintiff) Motions Filed by Cynthia Former (Defendant)

12-MarMotion to obtain Declarative Judgment against Cynthia Former

15-AprDefendant's Plea to Jurisdiction against declarative JudgmentMotion 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 IntervenerPlea to Jurisdiction against plea in interventionMotion to Disqualify Defendant’s counsel - Sam Mukerjee

11-MayDefendant's Response to Plaintiff's Motion to disqualify SMDefendant's Motion to disqualify AM (Plaintiff's counsel)

13-MayPlaintiff's reply to Defendant's response to Disqualify SM

Order to disqualify S. Mukerjee is granted by Court

GBM PRESENTATION

Motions Filed Contd..

DATE Motions Filed by HDBS (Plaintiff) Motions Filed by Cynthia Former (Defendant)

16-MayPlaintiff's Response to Defendant's Plea to JurisdictionPlaintiff's response to Defendant's motion to compel depositionsPlaintiff's response to Defendant's Motion to disqualify AM

28-May Petition for Writ of Mandamus in Appeal's CourtMotion to stay Proceedings

Order to Stay Proceedings granted by Court11-JunResponse to Writ of Mandamus

Motion to disqualify Chris Juravich

12-JunDefendant's response to Plaintiff's motion to disqualify CJ

18-JunReply to support Motion to disqualify CJOrder to disqualify C. Juravich is Denied

24-JunMotion to reconsider re disqualification of CJOrder to reconsider Denied

19-JulAurko Dutta intervenes as Intervener Plaintiff and request for disclosure

Writ of Mandamus Denied by Appeals Court