| Citrus v. SCCA Case Summary |
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Sunil Ramineni
| 2/15/2008 9:44:19 PM
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The following chart summarizes the facts relating to five major questions raised in the "SCCA Special Litigation Committee Report" (the "Report") dated January 24, 2008. It discusses significant facts that every SCCA member should be aware of. This summary is not intended to be exhaustive of all facts and/or legal theories relating to the case, but rather, it has been prepared to provide some basic facts for SCCA members.
| 1. Was Court Intervention Necessary? |
| Litigation Committee Position |
True Facts |
| The Special Litigation Committee makes the bewildering statement that Citrus and Victoria’s concerns should have been resolved prior to court intervention. The Special Litigation Committee Report states, "The committee finds that all of the matters stated in the lawsuit should have been addressed within the SCCA without resorting to a lawsuit." The Report does not discuss any details about the parties’ interactions prior to the lawsuit. |
Citrus And Victoria Tried To Resolve Their Concerns Numerous Times Prior To Filing The Lawsuit
Citrus and Victoria agree that this matter should have been resolved prior to a lawsuit. However, the lawsuit was filed on October 5, 2007, after it was obvious that court intervention was absolutely necessary. Despite several attempts to discuss their concerns with the SCCA Executive Committee, Citrus and Victoria were completely ignored. Even worse, members of the Executive Committee retaliated against them.
The Executive Committee is now trying to blame Citrus and Victoria for the lawsuit, rather than taking responsibility for their own failures. The lawsuit was avoidable. On August 8, 2007, Citrus sent Audley Beckford an email expressing concerns about code of conduct proceedings against Citrus, which Citrus believed were instituted as retaliation for inquiring about SCCA financial expenditures. Citrus asked Mr. Beckford to contact them to discuss the alleged code of conduct violations. However, the email was ignored.
Also, on August 15, 2007, Citrus sent Mark Sood a certified letter expressing the same concerns stated in the Complaint. Citrus asked Mr. Sood to contact Citrus to discuss the issues. Again, the letter was ignored. Citrus has copies of the email and certified letter for review if anyone wants to see them. It is disingenuous for the Litigation Committee to claim that “the matters stated in the lawsuit should have been addressed within the SCCA” knowing full well that Citrus and Victoria tried several times.
Plaintiffs’ Actions Were Taken In The Best Interests Of The SCCA
Citrus and Victoria’s actions were taken in the best interests of the SCCA, its members and the sport of cricket. In order for cricket to grow in the United States, the SCCA cannot be held hostage by a group of individuals who only have their own interests in mind. The SCCA should be run in strict accordance with the California Corporations Code and for the benefit of all its members. Certain members of the SCCA’s Executive Committee, both past and present, have taken advantage of their positions for their own personal gain. If we want cricket to become a mainstream sport in the United States, this can no longer be tolerated. |
| 2. Is The Special Litigation Committee Report Accurate? |
| Litigation Committee Position |
True Facts |
The Litigation Committee attempts to establish credibility by stating, "This committee was assigned the responsibility of addressing all matters related to the lawsuit including working with the attorneys, conducting research, and handling the financial matters, as an unbiased and impartial body within the SCCA."
The Litigation Committee then tries to explain its one-sided conclusions by stating "The committee made multiple attempts (11/12/07; 11/14/07; 11/19/07; 12/5/07) to meet with the Plaintiffs in order to inquire about the details and specifics. The Plaintiffs ignored the committee’s requests to meet in person and also ignore the request to provide the answers to the committee’s questions in writing as an alternative to meeting in person." |
Citrus And Victoria Attempted To Meet With The Litigation Committee
The Litigation Committee’s claim that they are unbiased and that Citrus and Victoria ignored the Committee’s requests to meet in person to discuss the issues in the Complaint is simply untrue. On several occasions, Plaintiffs’ attorneys tried to set up meetings with the SCCA’s attorneys to discuss the issues, but such attempts were rejected. It is quite ironic the SCCA tries to justify their biased findings by stating "The Plaintiffs ignored the committee’s requests to meet and provide these details." This is stated multiple times throughout the report in an attempt to provide only one side of the story.
The SCCA’S Attorneys Were Not Interested In Discussing The Case
The truth of the matter is, Citrus and Victoria have always been willing to meet with the Litigation Committee to discuss the allegations in the Complaint. However, whenever Citrus and Victoria attempted to set up a meeting, the SCCA refused, and instead, repeatedly insisted the SCCA was not interested in "settlement dialogue." In a letter dated November 22, 2007, Kelly Dunagan, an attorney for the SCCA states, "I am writing to advise you that my client is not interested in discussing ‘settlement’ at this juncture in the lawsuit." After a series of letters, and frustrated by the SCCA’s flip flopping, Plaintiffs’ attorney wrote a letter to the SCCA’s attorneys on December 4, 2007 stating, "I am letting you know that if the Litigation Committee is interested in meeting with my clients (as you have suggested in your last two correspondence to me), I am willing to discuss setting up a mutually agreeable process for that to happen." Plaintiffs never heard back from the SCCA’s attorneys. It is simply false for the Litigation Committee to say that Citrus and Victoria "ignored the committee’s requests to meet in person." Citrus has copies of written correspondence to prove the true facts. They can be made available for review if anyone wishes to see them. |
| 3. Are The Allegations In The Complaint True? |
| Litigation Committee Position |
True Facts |
| The Litigation Committee Report states, "The committee finds no merit in any of the allegations noted in the complaint." As support for their position, the Litigation Committee contends "SCCA account balances are announced by the Treasurer at each BOD meeting, and published in the minutes by the Secretary. This act satisfies the communication requirements." Interestingly, the Report admits that no information other than account balances are given at the BOD meetings. |
The Complaint And Other Documents Filed With The Court Establishes That The SCCA Did Not Comply With The Corporations Code
The Litigation Committee’s findings are wrong. Due to the Executive Committees’ actions, including those of Mark Sood, the SCCA violated several laws, including but not limited to, Corporations Code §§6333, 6334, 5812.5 and a myriad of sections relating to self-interested transactions. Contrary to the statements made in the Litigation Committee Report, Plaintiffs are not alleging that the improper actions arose solely out of “negligence,” but rather, the individual defendants engaged in intentional misconduct and knowingly breached their duties for their own (and their clubs’) gain.
By way of example, and for the purposes of this summary only, §6334 states: “Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind to inspect the physical properties of the corporation of which such person is a director.” This requirement is unambiguous. In enacting this provision, it was the Legislature’s intent to force non-profit corporations to open their financial records to help avoid any impropriety. Citrus and Victoria expected the Executive Committee to abide by these laws, especially since only account balances were ever provided at BOD meetings. The Executive Committee always refused to provide any details of its expenditures. |
| The Litigation Committee uses the "ignorance" defense, maintaining that they did not know what "specific documents were requested to be shown to the Plaintiff; the term ‘books’ is very general." Moreover the Committee attempts to put the blame of the former Secretary of the SCCA, Mr. Ghandi. |
Mark Sood Knowingly Violated Corporations Code Section §6334
Despite the Litigation Committees’ claim that no one knew what documents were being requested, Plaintiffs made numerous verbal and written requests for specific documents, including financial records and minutes of meetings. For example, on February 9, 2007, Mr. Azaro sent Mark Sood an email with the complete text of Corporations Code §6333 and 6334 and indicated he wished to review records for certain large expenditures. Mr. Azaro even listed the exact expenditures in question. Mr. Sood responded by stating, "I would like to know why you require such records. What is your motive or reason." Needless to say, the documents were never provided. |
The Litigation Committee finds there were no self-interested transactions by any of the individual directors, explaining the printing jobs by Minuteman (owned by Veman Reddy) and Los Angeles Open Tournament were done in the best interests of the SCCA.
Furthermore, the Litigation Committee only mentions getting a quote from Kinkos.
The Litigation Committee made no mention of the expense for Awards/Trophies. This has been over $9,000 for a few years and NO record of bidding or comparative quotes have been shown. Veman Reddy is also the “middleman” for the trophies. |
Self-Interested Transactions
The Executive Committee’s concealment of information and lack of receipts regarding certain expenditures raised doubts as to the legitimacy of certain expenses. As directors, it was Mrs. Ahmad and Mr. Azaro’s duty to inquire about the suspicious expenditures. Mrs. Ahmad and Mr. Azaro believes the Executive Committee is hiding financial documents and/or lack thereof.
Azaro obtained a quote last year (March) for printing the schedule books and was told the books had already been printed. The quote was at least 30% less than the $2,814.50 paid. The total for Printing on 2006 tax return is $2,986 whereas in 2007 it is more than $4,000. In 2005 it was $4,657. NO quotes have been provided as requested. Also, no records demonstrating any bidding or quotation system for past years has ever been provided.
Azaro asked the SCCA to provide details of the transaction. The SCCA refused to: (1) provide any receipts for the printing (in any year); or (2) discuss any bidding or quotation system for past years or other price quotes or attempts to get printing at a more competitive price. The Executive Committee failed to provide any documentation regarding the use of Mr. Reddy’s company for printing jobs. Mr. Reddy has also been supplying the trophies for many years and no bidding or quotes have been shown.
The Los Angeles Open is also a legitimate concern. It is improper to allow someone to use Woodley and other SCCA resources, just because of his or her relationship with Executive Committee members. Like everyone else, Mr. Reddy should have been required to reimburse the SCCA for used of its resources. In the Report, the Litigation Committee attempts to mask the self-interested transaction as a benefit to the SCCA. This argument is illogical. It is disingenuous to claim that by allowing Mr. Reddy to use Woodley and other SCCA resources for free, it helped the SCCA “achieve its objective” of holding the Los Angeles Open at Woodley. Quite the contrary, it is a privilege and huge financial benefit to use Woodley. Ask yourself, does the SCCA have to provide free services in order to convince Mr. Reddy to hold the tournament at Woodley? The fact of the matter is, the Executive Committee allowed Mr. Reddy to obtain a personal benefit at the expense of Citrus, Victoria and others. In the future, we believe the Executive Committee should put this issue up for a vote by all members. |
| 4. Is The Special Litigation Committee Report Accurate? |
| Litigation Committee Position |
True Facts |
| The Litigation Committee attempts to discredit Sunil Ramineni by stating, "It should be noted that the current Executive body was elected unopposed, along with Sunil Ramineni of Plaintiff Victoria CC as the Treasurer, but Sunil resigned at the start of the 2007 season …". Clearly the Litigation Committee is attempting to portray Sunil in a negative manner. The report goes on to say that "No one else wanted to take up these [Executive] positions at the 2006 AGM". |
Reason for Sunil’s resignation was never fully discussed by the Board
The Litigation Committee’s report fails to state the reason for Sunil’s resignation just as the Executive and Board had failed to address the reasons after his resignation (in Feb. 2007). Prior to the 2006 AGM Sunil had sent emails to all member clubs detailing the issues that needed to be corrected. In his resignation email he restated the issues that the organization must address (the primary issue being self-dealing) so everyone was well aware of how the organization was being run and what CA corporation codes and tax codes were being violated. The remaining Executives and the individual (Nasim Khan) who replaced Sunil were well aware of these issues but continued to commit the violations that were stated. |
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The Litigation Committee attempts to ‘validate’ the actions of the Executive in the removal of Azaro from the SCCA BOD by suggesting "… Azaro was engaging in obstructive, threatening and "bullish" conduct, including making physical threats of violence during and after the board meetings …". However the Litigation Committee report provides no examples or specific instances to support this statement. |
Executives refused to respond to legitimate questions posed by Azaro
The truth of the matter is, Azaro asked legitimate questions out of necessity to ensure the Board was informed and knowledgeable so that decisions could be made on facts and in the best interests of the Association. The “bullish” conduct referred to is a function of being repeatedly cut off and asked to not talk. Azaro consistently stood for speaking the truth and standing by the rules and the bylaws we have in place. While others choose to stay silent which is there prerogative, Azaro was exercising his duty as a director to ensure that the organization is run most efficiently and for the benefit of ALL members. Victoria was asked to send someone else to Board meetings simply because Azaro asked questions that his position as director required of him. He was then 'banned' from meetings, which is beyond the authority of the Executive. |
| 5. Annual Dues between Woodley & Non-Woodley teams Really just and fair? |
| Litigation Committee Position |
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True Facts |
| Expense & Budget Categories – Approx. Breakdown |
SCCA
Ground Teams |
Non-SCCA
Ground Teams |
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SCCA
Ground Teams |
Non-SCCA
Ground Teams |
| Awards & Trophies |
$50.00 |
$50.00 |
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$50.00 |
$50.00 |
| Balls & Equipment |
$180.00 |
$180.00 |
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$180.00 |
$180.00 |
| Banquet |
$350.00 |
$350.00 |
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$350.00 |
$350.00 |
| Ground Preparation (SCCA Grounds only) |
$600.00 |
$0.00 |
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$450 +$150(30yrd) |
$800 + $150(30yrd) |
| Ground Roller Service (SCCA Grounds only) |
$25.00 |
$0.00 |
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$25.00 |
$350.00 |
| Ground Permits & License (SCCA Grounds only) |
$175.00 |
$0.00 |
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$175.00 |
$1200.00 |
| Ground Supplies (disks, etc. for all teams) |
$50.00 |
$50.00 |
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$50.00 |
$50.00 |
| Insurance |
$125.00 |
$125.00 |
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$125.00 |
$125.00 |
| SCCA Meetings Expenses |
$25.00 |
$25.00 |
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$25.00 |
$25.00 |
| Printing and Reproduction |
$50.00 |
$50.00 |
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$50.00 |
$50.00 |
| SCCA Annual Membership Fee |
$500.00 |
$500.00 |
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$500.00 |
$500.00 |
| Scorebooks |
$20.00 |
$20.00 |
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$20.00 |
$20.00 |
| League Statistics Maintenance |
$25.00 |
$25.00 |
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$25.00 |
$25.00 |
| Tournaments Participation Fund |
$150.00 |
$150.00 |
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$150.00 |
$150.00 |
| Umpiring: Long-distance gas allowance for Cert. Ump. |
$0.00 |
$50.00 |
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$0.00 |
$50.00 |
| USACA Membership Dues & Other Exp. |
$50.00 |
$50.00 |
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$50.00 |
$50.00 |
| Website |
$25.00 |
$25.00 |
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$25.00 |
$25.00 |
| Youth Program Contribution |
$100.00 |
$100.00 |
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$100.00 |
$100.00 |
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$2,500.00 |
$1,750.00 |
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$2,500.00 |
$4,250.00 | | |
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