PITTSBURGH – Four members of a non-profit organization looking to increase civic engagement in the Commonwealth of Pennsylvania who brought litigation, after they claimed the group violated its by-laws through not scheduling its annual meeting to vote on new members of the Board of Directors, have now discontinued their case.
LaSaine Latimore, Rita Garmany, Karen Lyons and Suzanne South of Allegheny County first filed suit in the Allegheny County Court of Common Pleas on Feb. 8 versus Organize Pennsylvania (doing business as “One Pennsylvania”) of Pittsburgh.
“The Annual Meeting of the Members was originally scheduled for Jan. 13, 2018. That meeting had to be canceled due to adverse weather. The Annual Meeting of the Members ultimately took place in Pittsburgh on March 24, 2018, and in Philadelphia on April 7, 2018. The members elected a Board of Directors at this meeting. The Annual Meeting of the Members resumed its normal schedule, consistent with the by-laws resuming on Jan. 19, 2019,” the suit said.
“The Annual Meeting of the Members took place on Jan. 20, 2020 and conducted its election of the current Board of Directors. The Annual Meeting of the Members took place on Jan. 30, 2021. The term of each Board of Director member is two years. The terms for the current Board of Directors commenced on or about Jan. 30, 2020 and as of this filing all have expired.”
According to the litigation, the Board of Directors began discussing the January 2022 Annual Meeting of the Members and election as early as October 2021 and again in November 2021, and staff members were planning and making arrangements for the January Annual Meeting of the Members through early January 2022, until the Board of Directors abruptly stopped providing any communication or direction to staff members.
“Efforts to conduct the Annual Meeting of the Members has already resulted in litigation by One PA when the organization filed suit against plaintiffs South and Latimore to force the cancelation of the Jan. 29, 2022 meeting. The Board of Directors has refused to set a date for the Annual Meeting of the Members despite the by-laws specifically requiring that it take place within one year from the prior Annual Meeting of the Members. The Board of Directors has refused to disclose to its members the identity of all of the purported current members of the Board of Directors,” the suit stated.
“The Board of Directors has refused to communicate with its members regarding the status of the organization, its leadership and its direction for 2022. The failure to schedule the Annual Meeting of the Members is preventing the members from being able to meet and vote on new members of the Board of Directors. This failure a breach of the board members’ fiduciary duty to the organization and their failure to comply with the by-laws poses a risk of harm to the reputation of the organization, its efforts to serve the community and to the members of the organization.”
On Feb. 11, the plaintiffs motioned to send the case to the Allegheny County Court of Common Pleas’s Commerce and Complex Litigation Center.
That motion was approved by the Court on Feb. 16, with future proceedings to take place before Judge Christine A. Ward.
UPDATE
On May 12, it was reported that the plaintiffs had voluntarily discontinued their case against the defendant.
“Pursuant to Pennsylvania Rule of Civil Procedure 229(a), please voluntarily discontinue this action without prejudice,” the plaintiffs’ praecipe stated.
According to that rule, “A discontinuance shall be the exclusive method of voluntary termination of an action, in whole or in part, by the plaintiff before commencement of the trial.”
The plaintiffs were represented by Philip J. Sbrolla of Post & Schell, in Pittsburgh.
The defendant did not secure legal counsel.
Allegheny County Court of Common Pleas case GD-22-001588
From the Pennsylvania Record: Reach Courts Reporter Nicholas Malfitano at nick.malfitano@therecordinc.com