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CHERYL ANN MORROW"
Plaintiff
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IN THE COURT OF COMMON
PLEAS OF CUMBERLAND
COUNTY, PENNSYLVANIA
GAWIN B, MORROW,
Defendant
'96-2865 EQUITY TERM
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Ii attached Application to Appoint Custodian, a hearing is hereby scheduled to be held before the
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AND NOW, this
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day of &1_t.~,....U.kI996. upon consideration of the
undersigned in Court Room No.
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of the Cumberland County Courthouse in Carlisle,
o'clock fI.m. on -'~lrb~J(J the j I'<.l
'I Pennsylvania, commencing at
Ii day of JdJ.\Ju.~) 199'
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CHERYL ANN MORROW,
Plaintiff
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IN THE COURT OF COMMON
PLEAS OF CUMBERLAND COUNTY.
PENNSYLVANIA
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GAWIN 8, MORROW,
Defendant
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96-2865 EQUITY TERM
APPLICATION TO APPOINT CUSTODIAN OF CORPORATION OR. IN HIE ALTERN~T1XE.
TO DETERMINE THE RESULT OF AN ELECTION OF DIRECTORS
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AND NOW comes Gawin 8, Morrow, by his allorney Samuel L Andes, and asks the Court to
appoint a custodian pursuant to Sec:ion 1767 of the Pennsylvania Corporation Code (\ 5 PA. C.S,A 1767)
or, in the alternative, to determine the outcome of an election of directors held by the shareholder of the
Corporation and declare the directors properly elected, based upon the following:
1. The applicant herein is Gawin B, Morrow. an aduh individual who resides at 325 West Creek
I Road, Newburg, Pennsylvania,
2, The respondent, herein, for procedural purposes only, is Cheryl Ann Morrow, an aduh
individual who resides in or near Hollidaysburg. Pennsylvania, but who has previously appeared in this
mailer in person and by her allorney, Samuel W, Milkes, Esquire,
3, This action involves the Pennsylvania Business Corpora:ion, Morrow Construction, Inc,
(hereinafter "Corporation"),
4, Applicant is a shareholder in Corporation, He believes he is the only shareholder in the
i Corporation and the only owner of any s:ock in the Corporation,
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Respondent, Cheryl Morrow has, on some occasions. claimed to own stock in Corporation,
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She has, on other occasions, denied that she owns stock in the Corporation,
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6, Applicant believes that the Respondent owns no s:ock in Corpora:ion and has no right to
vote at any meeting of shareholders of the Corporation.
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:1 COMMONWEALTH OF PENNSYLVANIA
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A. Declare thllt Gawin B, Morrow is the sole shareholder of Morrow
Construction,lnc, authorized to vote stock at the meeting held on 21 November 1996 and.
therefore. declare that the persons elected by him as directors, :hose penons being Gawin
Morrow, Boyd Morrow, and Dale Morrow, are the lawful directors of the Corporation to
hold office until their successors are elec:ed; or
B, Appoint a party to serve as custodian of the Corporation because the
shareholders of the Corporation are so divided that they have failed to elect successors to
directors whose :erms have expired or would have expired upon :he qualilica:ion of their
successors,
~:!L~ a~_
Allorney for Defendant
Supreme Court ID 17225
525 North 12th Street
Lemoyne, PA 17043
(717) 761-5361
COUNTY OF CUMBERLAND
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Gawin B, Morrow, being duly sworn according to law. deposes and says that the facts set
forth in the foregoin!! document arc true and correc::o the best of his knowledge, information, and
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Gawin B, Morrow
" Sworn to and subscribed
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, before me this ViI day
II of \..",,1.,. .1996,
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CHERYL ANN MORROW,
Plaintiff
:IN THE COURT OF COMMON PLEAS OF
:CUMBERLAND COUNTY, PENNSYLVANIA
v.
GAWIN B. MORROW,
Defendant
:CIVIL ACTION - IN EQUITY
:NO. 9'. - alP", S
ORDER
AND NOW, this ~day of
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, 1996, upon
presentation and consideration of the Plaintiff's Complaint and her Petition l'or
hijunctlve Relief, a Rule Is issued upon the Defendant to show cause why the relief
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requested in the Petition should not be granted. This Rule Is returnable on the
'10 day of ~ ' 1996, at t2.C)j t.m., at a hearing to be
held in Courtroom No. -IC-, Fourth Floor, Cumberland County Courthouse,
Carlisle, PA 17013. Consolidated with this hearing shall be I I ia,g . r n _ _ ,rt,
appeal aeelultllci at Wg. 271 8 91) (DR.Or,DTU) LoAd a hearing to take place on the
~w,"" 'U ~
Petitio~for Special Relief filed by -.:...... in the Divorce action docketed at Gawin
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DlIfllaalloftt i~fs rl't'IF~Mr~..pre)lleFt, .11 the a10 ".''ll~l Q,eell RvlUl,
riMA/) 1..). " '" '^ v. c.... o/J '-JA!) b .) ~D V ~iz..V
NJ.)n~h.Lrlp ~uRl..~laJ\el a..'IJlty~.eas..An,.J no tn rgaogng prep~. ~ eftlus gf;.t'vJ.lIilI~;"al, '
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o r tho... 86 Jhh.d~d Vh u dtl,Y.' ~v dCI,)' b--..I..., rO! b_l!lRe88 f r 1HI rORUQ'RB _i lL_ "'il
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dir9,,'n,;\ t" niRBtaL lI.e buoi..188 td~"hv.j..l:ille18W'c Cor, Itllt'i bllll.l'l"t>rhfl, al8le
WOgt C'r9liR R",gd." "thvbutf, B...~..h(rla- ~ f!ounty.__pllnn~j'l'~"'-:R.
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9. Plaintiff hereby incorporates by reference the various averments contained
In her Answer and Counter-Petition.
10. Historically, the Corporation has been successful, in that it haa been able
to meet expenses and provide a comfortable Income to the part;es, as employees of the
Corporation.
11. Since the separation of the parties on or about March 31, 1996, the
Defendant hM engaged In a course of conduct which threatens the viability of the
Corporation, requiring Court intervention to avoid Imminent danger to the Corporate
viability and Irreparable harm to the parties themselves. He has:
Il.. Threatened to divert funds which would otherwise bl! deposited into
the corporate accounts;
b. Failed to collect on accounts, resulting in the Corporation being unable
from time to time to meet its expenseSj
c. Committed the Corporation to pay for various materials and items,
without the approval of the co-owner and Secretary/Treasurer of the Corporation;
d. Incurred payroll and fringe benefit expenses which are not necessary
or reasonablo;
e. Caused the Plaintiff to Issue a check in the amount of $20,000 to a
third party, when insufficient funds existed, by his .lIIsurance that a deposit had been
made to the Corporate account, when in fact it had not been made; and
f. Otherwise excluded the Plaintiff from Corporate activities or
misinformed her in ways that have placed the Corporate viability at risk.
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GAWIN S. MORROW
Plaintiff
IN THE COURT OF COMMON PLEASOF
THE 9TH JUDICIAL DISTRICT, PA.
CUMBERLAND COUNTY BRANCH
CIVIL ACTION. LAW
NO. CIVIL S6 . 1986
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CHERYL ANN MORROW
Defendant
IN DIVORCE A V,M.
ORDER
.~"'D NOW, this It. /:7~ day of ,....\ :1.
\l[' th~ tbre;:!oing lJl!dtion. il is hereby ordered tha: J-
, 199<:. upon -:cnsilieration
(l) a n.lle is :"UdC upon th~ respond~nt to show ~aus~ why the p~mlcn~r is net
~ntitl~d to th~ relief reque"ed:
\.:) th~ respl:r..;~nt ~haH ril~ jn anS\I,'cr to rh~ p~tltif:n ',,-it::in --L.::... ~;J.:"5 ::':::is ~;::~.
(3) thl! pl!tiucn shail be decided under Pa,R.C.P :C,j 7;
(.1) argumem; ,hail ':e r,e!J "n
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BY THE COCRT
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employee records, insurll/lce records, tllX and accounting records, computer and printer, drafting
board, facsimile machine. office furniture, corporate supplies, typewriter, calculators, file cllbinets,
checks and check register,
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D, Petitioner shall be en:ided to move the conslnlction equipment, dumpstcr, and all
other Company property normally stored in the basement, garage, or outbuildi ogs,
E. Petitioner shall make IllI necessary documents available to the Company
accountant
E, Upon approval of this Peti:ion by the Court. Pe:itioner shall have two weeks to
effectuate the changes propllsed,
F, Following the trnnst~r of Company concrol to Pe:ilioner. Petitioner agrees to make
copies of Company tinancial transactions available to Respondent through her counsel.
:\IARTIN & GRAY, P.c.
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KL\lBERL Y 5. GR.\ Y
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Attorney for P,~tition~r
33 ;.;, :-orain 51,
Chambersbllr:,f, ? ,\ i 7:') ;
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GAWIN B, MORROW,
Plaintiff
:IN THE COURT OF COMMON PLEAS OF
:CUMBERLAND COUNTY, PENNSYLVANIA
v.
CHERYL ANN MORROW,
Defendant
:CIVIL ACTION. DIVORCE
:NO. 96.1986 CIVIL TERM
:IN DIVORCE
DEFENDANT'S ANSWER TO PLAINTIFF'S PETITION
FOR SPECIAL RELIEF AND DEFENDANT'S
COUNTER.PETITION FOR SPECIAL RELIEF AND
FOR ALIMONY PENDENTE LITE
COMES NOW, the Defendant in the above mutter, und Answers Plaintlfrs
Petition ['Ot' Spedal Relief as ['allows,
l. Admitted,
2. Admitted.
:J, Admitted,
,I. Admitted.
5. Adntittecl. Service was accepted on April 16, 1996,
6. Defendant assumes this averment relates to the Protection from Abuse
P<otition filr.;d by Plwntiff, on bl!hulf of het'self and her thrl'e minor children,
Or.;fondant sp<ocit'ically dOilies that the al:,TJ'oement for a Protection from Abuse Order
was thllresult of Plaintiff's attempt to avoid costly and time.consunting litigation, but
was in fact the result of Defendant's meritorious Petition. He has been criminally
charged in connection with the events leading to this Petition.
7, Adntitted.
8, Denied. To the contrary, Plaintiff has attempted in numerous ways
to test, and hBB In fact violated ou numerous occBBions, the terms of this Order. For
example:
11. He is directed not to harass the Defendant, but he continues to
telephone her frequently and repeatedly, at unreasonable times of the day and night,
even when Defendant hBB specifically told the Plaintiff not to telephone her anymore.
While the pw'tiell must communicate with one another over various business matters,
this doell not require the haraslling types of telephone culls he has made, The Plaintiff
hWl ulllO made dillparaging remarks about the Defendant to third parties, Including the
owner 01' manuger of a lumber supply business in Shippanllburg. with whom the
pw.tiel! do businel!ll, These rema.rks have included commentll about the Defendant's
cOlln8eling, At the same time, the Defl!lldant hal! made every effort not to make
Ilimilar comments about the Plaintiffll nwntal health conCl!rns.
b. Under paragraph 5 of the Protection from Abuse Order
(attached), hl! wall to hltve constructed a separate entry to the basement office at the
murital residence, 110 that he could have access to the office without having to have
access to the home, due to his exr:1ullion. He has failed to do so and, as a result, the
parties have been unable to operate their business as smoothly as they would
otherwise huve been able (0 do,
9, a, Denied. Defendant has presented corporate financial records
to the corporate accountant. However, the accounts need some further review, for
which Defendant has sought professional computer and bookkeeping atlSistllnce, but
the Plaintiff haB refused to authorize this assistance. Much of the bookkeeping need
relates to t.he plaintiff having written numerous checks, without authorization, and
without even reporting the writing of the checks, or their amounts, to the Defendant.
The Plaintiff is well aware that the parties have sought extensions on these returns.
He is also aware that the extensions have been necessitatlld by the reorganization and.
computerization of the corporate records.
b. Admitted that payments have not been made, due to Insufficient
corporate funds. However, Defendant hUll filed t.he required IRS form 942 and has
made arrangllmentB with the Internal Revenue Service.
c. Denied. Plaintiff is well aware that the confusion over
processing of the forwarding of these funds to the retirement plan was due to a mix-up
between the bank and the retirement plan. Defendant made every effort to Bee to it
that these funds we I'll forwarded and when she discovCl'ed they were not being
forwarded, she had the matter resolved immediately,
d. Denied. Plaintiff had taken the corporate checkbook when the
parties separated. This checkbook has always remained at the corporate headquarters,
in Defendant's possession, as Secretary/Treasurer of the corporation, Because she was
unable to determine Plaintifrs intentions regarding the account, Defendwlt closed this
account but arranged with the bank to assure that all outstanding checks written on
the corpomte account would be honored, and they were, By agreement of the parties,
they opened a joint-signature account, so as to avoid the possihility that neither pw.ty
would expend funds not agreed to by the other party.
e. Admitted that Defendant has repeatedly informed Plaintiff she
cannot pay the bills if there are insufficient funds in the account to do so. On
numerous occasions, Defendant has told Plaintiff that he needed to collect on balances
are due. Additionally, Defendant Informed Plaintiff at leut one week In advance of
payment being due on taxes.
g. Admitted, that Plaintiff is far behind schedule In collecting upon
a ~or Ilccount of the Corporation. It is further admitted that Defendant's concern
over this increasing financial risk has cllused her to express urgency to Plaintiff that
he collect upon thi~ account, so as to avoid drawing down on other accounts, which
would leave the Corporation without sufficient cash flow, and undue reliance upon one
customer for the future viability of the corporation. When she recently asked the
Plaintiff about this major account, hl! replied, "maybe there won't be u payment,"
suggesting to Defendant he muy be making uiternute urrungeml!nts with this customl!r,
outside the corporate interests.
10. Denied, While it hus always been Plaintiffs respollsibiiity to collect
on accounts, to date there remain u numbllr of pust due uccounts which Plaintiff is not
uttempting to collect, Plaintiff is l!xtrelll!!~y irregular in presentin~ bills tu Cll:HOml!1'S,
and does not "send them out" on a regular basis, despite Def'!!ndant'" l'c4lWStS that
there be regular billing.
11. Denied. At reasonable timl!B, Plaintiff has been alluwl!d acr.,eSB, His
unreasonable demands to immediately corn!! to till! honw or to i~lIl1l,'di:tl'.":: ,"!~ records,
at unreasonable times of the day or night or with unreuBonable netic!! llu\'!! slJllletirnes
been denied. However, he recently requested of Plaintiff that she provide him
immediately with some record:; he needed at 10:00 p,m. Although she di:;ngrecd that
there existed any urgency, she agreed to plal:e these in tIll! mailbox. She spent
approximately one hour assembling what was needed, placed these in the mailbox, as
agreed upon, and the Plaintiff did not pick them up until the following morning,
On another occWlion, on May 15, 1996, Plaintiff told Defendant to place
checks in the mailbox so he could get them at 1:00 or 2:00 a,m. Defendant complied
with this unusual request. At 8:30 a.m., when she left, the Plaintiff had not yet been
,to the residence to pick up the checks. At noon, the checks were gone. The checks
were just to have been signed and left there, not removed, Additionally, the Plaintiff
was to have left the corporate timelJards at the Burne time, which he failed to do,
12. Admitted the Defendant is unable to work the hours Plaintiff does.
She hat! primary lJustody of the three minor children (ages 9, 12, and 15), who reside
with her and who are to be in the fllther's partiallJustody every other weekli!nd from
Saturday at noon until Sunduy ut 7:00 p,m, and TUli!sdays from u:OO to 8::l0 p,m" us
provided for in thli! Custody Ol'der. consented to by the punil!s Oil Apl'il 2'l, 1!l96
(attached).
1:1. Admitted thut Plaintiff hlls do\'elopl!d and nut.tured relationships
with contractors, Defl!ndant hus done ,0 with lJlieltts uac.! with credit,),.;;, oftentimes
helping to cover for Plaintiff's inaction,
14, Defendant is unabll! to rospond to Plaintiff"s concerns, However, she
too has concerns ubout the solvency of the Corporatiun unle;;;, r'luintil'f I.ake~ adi'm to
collect upon uccounts, The solvency of thl! c.JrpuruLiun, U;;Bunlln,~. ,:~~t:h party carries
out his or her respective responsibilities, remains in tact, considel'ing the past
performance of the corporation und the currellt accounts,
15. Denied, Defendant asserts that with respect to the Corporutioll, they
can continue to work together ill this successful business, so long as the responsibilities
oC each officer are well detlned.
WHEREFORE, DeCendant all8erts that in the context oC this dlvorce
action, the Court Is without jurisdiction to interCere with the control oC the
Corporation, which hllppens to be owned by the parties but which exists independent
oC the marriage. However, Cor the rell50ns stilted Ilbove, DeCendllnt respectCully
requests that the Court enter an Order, c1uriCying the roles oC the porties with respect
to dllY to dllY operations oC the corporation, including payment of bills, collections on
accounts, and timeliness of various corporute activities, und thut it direct PluintiCC to
uccount for the billing status of ull uccounts due the Corporation, 'I'hl! Defendant
Cu.rther requests that the Plaintiff bl! directl!d not to harass Defl!lidllnt or to contact
her ut unreusonuble hours, on non-ur;:\'ent l1lattel'~,
NEW .\oJATIER AND DEFE:\IDANT'S COUNTER PETITION
16. Defendant incoI:porates by rl!ference the unswers und averments
made in the responses above,
17, On :\lay :20 and llr l\Iay :! ~, U!!J,j. the l'lwntiff began removing
var:ous items of corporate property from thc corporatc hcadquarters, without
Defendant's uuthori7.~\tion,
18, On ;\!uy:! L 1!J()'.i, the Plaintit'i' di"c:,nnc';ted tl',: cOl'f:'JI'ututulephonc
from the cl)rplJrate heudclulll.tul'S, without Dd',:ndllnt's lluthol'iwtillll, cuusing
DeCendant to be unable to receive important cOl'porate-rl.!luted tell.!phone culls, Il5 is her
responsibility as Secretnry/Treasurer,
19. Despite agreements to thl! contrary, between Plwntiffand Defendant,
PlaintiCC continues to commit corporate funds to \'arious purchuses, without prior
coneultatlon with Defendant.
20. Despite Defendant's protests, Plaintiff frequently Incurs corporate
costs, such as payroll a.nd fringe benefits, which are disproportionately allocated to
certain employees, and which have the effect of making the corporation less profitable.
21. After committing corporate funds for various purposes, Plaintiff
frequently makes demands of Defendant that she immediately pay on these accounts.
These demands have often been at unreasonable times and through repeated telephone
calls.
22. On occasions wlwn Defendant has needed to contact Plaintiff over
corporate business, she has paged him during re:','l.dur business hours and he hIlS failed
to respond, cuusing great difliculty in Det'endullt's uhility to perfol'01 day-to-day
operations of the Corporution,
23. Under the hy-laws of the Corporation (attached), the Secretary is
responsible to h., the cu,;todiun nf Lhe records and Beal of the corporation,
24, Cnder thL! fly-law:; ,,1' Lh,! CCJ'p'lJ'aLiun, tlle Treusuret' shall have the
cw'e and custody of and he responsible for ull tho fundI:! und the securities of the
Corporation, und Shllll deposit such funds in the nUIIle of tht) Corporation in a
, designated' bank.
'2:'), I..' ndcr tlle fly-law:' of'lhc L:orp'Jratl'Jll, the Treasurer shall make, sign,
and endorse in the name of the Corporation ull checks, drafts, notes and other orders
for the payment of money,
26, Under the fly-Iuws of the COl'pol'lltion, the Treasurer shall maintain
at the principal offices of the Corporatioll, books and accounts of a1.1 the Corporate
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business and transactions.
27. Under the by-laws of the Corporation, the principal office of the
Corporation is located utthe marital home, where Defendant resides.
28, The Defendl111t is dependent upon the Plaintiff and the Corporation
Jointly owned by the parties as her exclusive means of support and 118 the exclusive
means of defending herself in this divorce action.
29, During the course of the marrillge, the parties have committed
themselves to various marital expenses, which are described in the IIttached listing.
These have been paid through use of maritul income.
:10, The Defendant is without means to pay the expenses described in the
IIttached listing,
:31. Thu Det'unJullL is withuut means to support herself during the
pendency 01' this Divorce und is in need of Alimony Pendente Lite.
:3:!, TIll' Plaintitl is in a financial Tlosition in which he cun pay the marital
expenses which thu purties haVll lrac!itionul!y incurred.
'J:!. The Pluintiff is in a financial position in which he can pay the
Defendunt rllllsonuble Alimony Pendente Lite,
WHER!': FO Ill;:, ful' the !""llonns olated ahovl}, Defendant herein respectfully
ruquests of thi.i [~"nurahll! 1,:')Urt ,!\at it l'nter an Ol'der,
A. Directing the Plaintiff to immediately return all corporate property to the
location of the corporate helldquarters;
B, Directing the Plaintiff to immediately reinstate the corporate telephone
number to its proper receivinl-{ location, at the corporate headquarters;
C. ClarifYing the roles of the parties with respect to day to day operations of
the corporation, including payment of bills, collections on accounts, IUld timeliness of
various corporote activities, IUld that it direct Plaintiff to account for the billing status
of all accounts due the Corporation;
D. Directing the Plaintiff not to harass Defendant or to contact her at
unreasonable hours, or on u repeated basis, or with unreasonable advance notice, on
non-urgent mutters;
E. Directing the Plaintiff pay to Defendant the 1lD10unt of $5,000, to allow her
to defend her intereHtH in this Divorce action, which Plaintiff has initiated;
F. Directing the Pluintiff to pay reasonuble alimony pendonte lite; and
G. Diroctinl! the Plaintiff to pay specified marital debts and accounts, so us to
avoid endangt'ring the credit of the parties and foreclo6ure on the home.
Defendant also requests thut u hearing be scheduled in the matter, to be
consolidatl!d with the Support appeal betwl!l!n the parties (No. :371 S 1996), IUld the
Action In Eljuity, filed 8irnultuneously with this Answer and Counter. Petition.
Respectfully submitted,
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BY: SlllJ1uel W. Milkes, Esq.
JACOBSEN & MILKES
52 E. High Street
Carlisle, PA 17013
(717) 249-6427
Attorney No, 30130
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with the proceeds being deposited into the corporate :u:count. This use of property shall not be
deemed a final marital property settlement.
S. The defendant is excluded from the marital residence located at 319 West Creek
Road. Newburg, Cumberland County, Pennsylvania. except for the following limited purposes:
. transferring custody of the panies' minor children:
. using the parties' jointly owned business oiiiee in the basement or the marital
residence between the hours of S:30 a.m. through 10:00 p. m. with his access to
the office by a separate outside entrance to be built by him in a design mutually
agreed upon by the parties and to which the pi;untirf has a :,c::. and
a acc~ssing the land ,urrounding the r.1:1f.::.i ~ro~c;::: :Jet''\c~n .J.:'~() ..m. md
1::00 a.m. for moving, removing. storing and ',vorking on conmuction equipment
used to perform jobs for the 9m:c~' jointly' owned business. Morrow
Construc::an. [ne.
6. TIle defendant is ordered to suy .way :'~ar., ;illY' rc~idc::.;c '.::C ?bnt:f:' :r.ay :11 tile
future esublish for herself. except for the limited purpose or tr:l/lsiemng custody of the parties'
mincr;hildrcn,
r:~u;-: ";~StS :..nd :'e~s are '.v;ll\'eu.
3. This Order shall remain In eifect ror a pe:".cd of one II) ::e:ll' m.: ,;o.r. be extenJcu
beyond that time if the Court fmds that the defendant has committed an act of abuse or has
engaged in a pattern or proctice that indicates risk oi harm to the plaintiff or the parties' minor
children. This Order shall be eniorceable in the same manner as the Cour.'s prior Temporar'!
protection Order entered in this case.
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,. This Order snail remain In effect until further Order of Court.
By the Court,
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Oc:orge E. offer. Judge
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Joan Carey
LEGAL SERVICES, INC.
Attorney for Plaintiff
Kimberly 5, Gmy
MARTIN & GRAY
Attorney (or Defend:lllt
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mere tnen 50 days before tne ~ate set for tne meeting. Tnt notice snell be
giver. to eacn fflhareholder of record in tne same manner as notice of the annual
maeting. No business otner than tnat specified in tne notice of meeting shall
b. transacted at any such special meeting. Notice of special meeting may be
~aived by submitting a signed ~aiver or by 3ttendance at tne meeting.
Section 3. QUORut-!, The presence, in person or by proxy, or tl'll hoLders
of 3 majority or the outstandin~ shares entitled to vote tnereat shaLL be neces-
sary to cons~itute a quorum for the transaction or business at all ~eetings of
snarabolo.i~rs, ~:{Cl!pt at: :ipt;~i;JL ~\~etin~~ ter th~ el~~ti.Qn 0i di.rl.!'.:tors h~ld
purSUilnt tll Stl~l:i.0n 15~ I or tht! 3usinasoJ Co\:poraciQn 1...1'''' t}r; l.:h\! Stat~ or Penn-
"3::t'I,~;1.i.:l. t:-, i~iJ'''e'ler, .iuch quorum 311J.l1 not bt! pr~~~nt oJr rl2pt'iJs.a~lC~.j ..It an:,
:'1~':~;~; ,::: t~\t~ :i:~J.t'=!l,;Ljl.!r.3, :::o.! .;t~.lr':;h01jlJ::.i ..!nt~tLI.!'i tJ V('t~ '::1e1:e..1t, prese:lt:
.., ~~r$0n 0r r~pre~d~tclJ by pra3'l, $11.:.1L1 lltiVe th~ ?owQr to adjo'Jrn the ~aetin~
t'.} a ruture dat~ .1l: "lhich ;.1 qJor'Jm Jhall be present ot' r~presented. At such
t,.::-li.:;,..:-.,~i ':~':::;.;'..:, .j:...:' :';U..ii.i-::iJ :,:..1:' :J~ c:J.~l:iae:.ad 'I/hieh :ni;nt \1<1'/0: ;;',,;'iro. crJr.J-
...:i:..;..t ;It: t,;i'~ '~1L:'J:~:1;. ..1.i Jri..;i..:1aLL:1 ~~li.i.cd.
o~ction 4. RECORD DATE. The directors may fix in advance a data not
l.~:;.; f:~13r. 1:.1:1 ~..::r ::;0"::'2 chan 5,) loljs, prior to the dat.a of any ::,.el;!r:i~~ 'Jt chi.!
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1..1:: -In ',;hi.'.:h th~ .:onsent or
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h. .'... d .,..'," ,j....i.::~~0~.itj:.".3 .:-.J:: ;),! '~:~~cti"eLJ \!:<?ra:i$od tur at..,. ?ll;,?,);jJ :'/it~HJ..~.C
.... :neecin;;, ..IS ta~ racord date for the d~ermination of shareholders.
Section 5. VOTUG. A shareholder entitled co vote at a :ueetimg ~laY
"oc~ 'It such meeting in person or by proxy. Except as otherwise provided by
L,l'. ur ,:'0 C~rcitlc'lce ur Incotporation, every shareholder shall be entitled to
'Jne ',uCe f,or ~ach share st03nding in his na:ue on the record of shareholders.
E:<C3pC as h~r.in ut in che Certificate of Incorporation otherwise provided, all
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corporate action shall be determinud by vote of a tuajority of the votes cast
at a maeting of shareholders by the holders ot shares entitled to vote thereon.
Section 6. PROXIES. ~very proxy must be dated and signed by the share-
holder or by his attorney,.in-fact. ~o proxy shall b. valid after the expiration
of II months ham the dat" 0'; its execution, unless other,.ise provided therein.
Every proxy shall be revocable at the pleasure of the shareholder executing it,
except where an irrevocable proxy is permitted by stacute,
Sli!cticn 7. CONSE::T:L ~.n"l.!nfiVer by ..1 provlJiun .)f :il:;,1tU1:~ Jr uC ell\! C.ar-
titie,lee vf L:1corporati\,)11 <Jr ~y ::h~:je Byl.1'iJS tl1u vct:~ of lJnarehoLder3 is
required l)'t' per:nitt~d tv be t.1~~n at .:1 :r.~~tin:~ the:~0: in ~Qnnel.:e~un ',li.th .1r.:,
'':'JrptJt'act;! JCC~t.Jn, c;\..: 'r,l2.~t:~;..; ,.i:~d ~:1t: '/lJ';,J vt ~li...iroJi.vL-Jc:r:J ::".0..1:; ',:"':: J:j;h::'.~.al.l -,I i.:.}
~t alL tllU ~har~holJ~rs ~ho ~cuLd have been ~lltitl~d t~ vot.a ~pon the actien if
.uc., :neetin~ '.ere held shall '~'Jnsenc in '.ricb~ cO such corporace actio!'!'s
~e i:l~ c...l...._.:!:l.
ARTICL~ rr
DIRECTORS
S~ction I. ~Ui1BER .\~ID IJUALIFICATIONS. The entire Board "f Qirectors
Jll.:!~l ':'~'l:3C;r. ,)C thrC!.;] p~!,"3C':31Ll t)t '/Ino:u shaLl. ot! <Jc ..l'3~ IJnLI1:i.5 ::~'1'': ;.ih.lrJ.i ,~
"'. 1~,,;""::ct".:lti'Jr. a:'-2 l)fN't:~d '0:, l~:Js than t:hree sh<1rehotders,
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Che number of directors shall equal the number of its shareholders, excepc in
no event shall che number be less chan cwo. The directors need noC be share-
holders of the Corporation. The number of directors may be changed by an
a,nendmant to the Bylaws, adopted by the shareholders.
Section 2. t1ANNER OF ELECTION. The directors shall be elecced at Che
annual meeting of shareholders by a plurality vote except as otherwise prescribed
by statute.
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meeting at wnich all of tne di~ecto~s snaIl be present, although ne1d without
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notice, any busin~ss may be transacted which ~ight have been t~ansacted if tne
meeting nad been duly called.
Section 7. PLACE OF HEETING. The Board of Directors may hold its
meeting eithe~ 'Jithin ~r 'Jith~ut the State of Pennsylvnaia, <It sucn place as
may be designated in tne notice of any such meeting.
Section S. QUORUH. At any meeting of the Boa~d of Di~ecto~s, the p~e-
sence of a majo~ity ~f the Board shall be necessary to constitute a quorum for
t:he transaction oi Jusine:3:3. HlJwevet', al10uld .:.l quorum not be preStlnr:. a leSJel
number tIl03Y adjourn t;b~ ,n~t!t~:'l~ CQ JOtllt! further ti::r~" not :nor'~ than s~ven d~:/$
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Section 9. VOTI3G, At alL meetings ~f the Boa~d ~f Direct~rs, each
director shall have ont! Vr.)t~ irt'~~~(H.:tivlJ lJt :~.cl :1ul;"~ber 0: ,;ha1:.:~ ~:-tJ.t: '>..;.1
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hold.
Section 10 r COHPEtlSATION. Each director silaLL be e,"~tLec co re'~e Lve
fo~ attendance at each meeting of the Boa~d o~ of any dul:/ c'JnstLt,"ted co!:"'~t:Je
thereof which he <ltt~nci:) .'i\1ch tl~~ J.5 L3 ::i;(Q.] b:, '::'j\l ;"d;H"j.
Section 11.
V~\CA~CrES .
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by deatn, ~esignation, or other~ise shall be filled promptly 0: a ~aj0ri:: ~Qto
of the ~emaining directors ~t a special meeting which shall co culled tor that
, purpose within 30 days afte~ the occu~rence Ot the vac~nc7' the di~.cto~ t~us
chosen snall nold office fo~ the une~pired ter~ at his pradoccs1cr and che election
and qualification of his successor.
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Section S. DUTIES OF OFFICERS. The duties and powers of the officers
of the Corporation shall be as follows and as shall hereafcer be s~t by reso-
lution of the Board of Directors:
PRESIDENT
A. The President shall preeide at all meetings of the Board of Directors.
He shall also preside at all meeting~ of the ~hareholders.
3. He ~hall present at each annual meeting of the shareholders and
directors a report of the condition of the business of the Corporation.
C. He shall cau~e to be called re~ular and special ~eetin;s of the
shareholders ~nd directors in Jccordanc~ ~ith thu requi:a~~~ts ~. the St3tUt~
and o! these Bylaws.
I). :-h.! .shJ.:l app,JL1t:, i::3";;i.:lr;.,,!, ..lt~~ ~...'. t::'i~ ":;J:liih~:Lj;J~~,,)" :~ .111 'ilmpl-.)~/e'J~
and tlli!:ent3 or chI.! 1:.Jr?lJration 'Jth~::, c:l;,lr. till;! ilJ::: iJl',:'':::.d .:::~~~':s, :Jubject
to the approval of the Board of Oirectors.
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all ~hall
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ation, and .li1 :lot!;!S, dr,J::::,3, Jr"':.'...:!': ,;;:i'1:3 ::'.: thiJ ~..<:::-..~:..~ '" :7,'J:t~:...
F. He ~hall si~n all ~a:ti~~":;J~J$ r~pr~Jdnti~~ J~\3:~~.
G. tie shaLL calise all bOOl'S, raport.:3, sl:.:.1C~:r.UtlC3, .l:".d ':'3:,,::.::icJ.t:l!s to,
be properly ~""I!pr: .L1d :~:,~J .:1:j ~l'{'J::::l ;~:: :..i',;.
H.
ne Jhal~ ~~:~r~~
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co his ot:ice 3nc "..Ji...icll arl: t:~'.p~rj'i
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and control the business and affairs Ot t~. Cor?orat~on.
'lICE PRESIDE:lT
During the absence or incapacity of the P~~Jld~~t, t~~ 1i~~ ?resident
in order of seniority of ~lection Jh~ll p~rf"r~ :::e duci~s J~ t~~ ?r~sidQnt, and
when so acting, he shall have all the powers and be subject to all the respon-
sibilities of the office of President and shall pertorm S',dl duties and functions
aa the Board may prescribe.
SECRETARY
A. The Secretary shall keep the Minutes of the meetings of the Board
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of Directors end of the shareholders in appropriate books.
B. Ke shall attend to the givin3 of notice of special meetings of the
Board of Directors and of all the meetings of th~ shareholders of the Corporation.
C. Ke shall be custodian of the records al\d seal of the Corporation
and shall affix the seal to the c~rtificates representin~ shares and other corp-
orate papers when required.
D. He shall k~ep at the principal ottice of the Corporation a book or
r~cord containing tile names, alphabetically arrat13ed. ,)t all persons '~ho are
sharQhol~ers of th~ C~r?QraCi0~. dh0win~ thdi: ~LJc~~ .Ji r~sLd~~ce. thd number
J.nd ~~a::i:i 'Jf :illJ.1:l,L: :1'.::,d :,'.' ';;:t.;:;; ;~::i!J(!cti'/~L'.'. ..l~.j (:,1(: J..1CIlJ "..h~:-. th.:y r.a:)pta,,:-
civeLy bec~~e the 0wndr~ ~~ :~cJ:d t~~:~0f. :i~ JhatL ~~~p 6UCt; bOQ~ or record
and the ~inutes of the pro~ei1i~~$ oi ~ts anJ.:JhoLder3 0pe~ daily durin~ the
l.lStlc11 ou:)ir.cJ3 ;1011'::'::, '~.':: ~:'.,,;::,:'::~c.:::,
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an~1 per~l)n I:.iul:' ..i'..l:;;..(:~;.:,':'~ :.' ~:-...i;:'~';: J.~I:;~ ',':: ::,;. ,l:: t::.! -':,;;'-~';'..::5:: ~:: che ?erson
enciell!d to
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an l::.spe..:: :un l:.h2:..:.'):':,
:\~ si,al: ,:~?a:Q ~~d ma~~ availabLe a current
lise ot the officers and di:ecccrs uf th~'CJr~or~tiun and their re~ident addresses.
E. He J~a~l j~,.;~ 11: ~~::~~~~.~t~~ :~;J:J~~~:~::; ~~;L:~j U~~ ~!~~;c thu
COr?Or3ti J~3i ::~~:1::.
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,.iL~ ';<":';:".-L3:JC::":'_,::.:_ .1.>': ::::.1.i,)rl~ ~J C;"itl 3')3rd 0t
Direc~ou ae i~s m~~~ings all ottlclal c,)=.uni~ations Ncei':~d by hi::!.
G. He shall perform all the du~ies incidenc to the office of Secretary
of the Corporation.
~R:::.\.3t:i\E:1
A. The Treasurer shall have the care and custudy of and be r~sponsible
for all the funds and securities 010 the Corporation, and shall deposit such funds
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Section 3. TRAo~SFER OF SHARES. The anaree of tne Corporetion enal1 be
aesisnable and transferable only on tne booka and records of tne Corporation
by tne registered owner, or by nis duly authorized attorney, upon surrender of
the certificate duly and properly endorsed with proper evidence of authority to
transfer. The Corporation snall issue a new certificate for tne snares surren-
dered to the person or persons entitled thereto.
Section 4. RETURN CERTIFICATES. all certificates for snares changed
or returned to the Corporation for transfer shall be marked by the Secretar,
"C.lncelled," 'Jlt:: tlle date "f cancellati\Jn, and the transactl\Jn shall be i:mned-
lately recorded l~ ttle certificate b\J\Jl~ opp\Jsite the memorandum \Jt their issue.
t~e recur~~J ~e~c~ilcac~ ~y be inser:~d in che ccrcificace bock.
:~;~T! CLZ V I
DIV!DEtWS
Sec:i0:\ :. Jr:CL.\::"\T!ON OF n'II~E:-IDS. The Soard \Jf Directors at any
-::~';t;~J= ,~': Jpt.!~~.l~ ;:;.:';!t;:.:~~ r.:ay .je~tare dividta:1ds payabl~ out or the surplus .or
,che ~.;r~0:.:lci,):"., '..jh'~r.~vf!r in chI! l.l:(ercise ot its discretion ic lllUY dee:n such
declaration advisable. Such dividends may be paid in casn, property, or snaree
Ot th~ C~rpQraciun.
;\:::,r: ':~! In I
e:LLS, ~OTES, ETC.
Sect ion I. E:(ECUTIO,j. All b ills payable, notes, chec~tS, drafts, warrents,
or "aher n~~otiable i~struoent3 of the Corporation snaIl be made in tne name of
the Corporat lon and shall be signed by such officer or of,ficers as the Board \Jf
Directors ~l1a1l iron, tl"le to tbe by resolution direct.
:io 'l':l,;or ,)t a'jent Ot the Corporation, either singly or jointly witn
others, shall have the power to make any bill payable, nOCe, cneck, draft, or
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docketed in Cumberland County at Gawip B. Morrow v, Ch~rxl..i\nn Morrow, No. 96-
1986.
9. Plaintiff hereby Incorporate II by reference the varloue avermente
contained in her Anewer and Counter-Petition.
10. On May 20 and or May 21, 1996, the Defendant began remuving
varioue iteme of corporate property from the corporate headquartere, without
Plaintiffs authorization.
11. On May 21, 1996, the Defendant dillconnected the corporate
telephone from the corporate headquarters, without Plaintitrll authorization, causing
Plaintiff to be unable to receive important corporate-related telephone calls, as is her
responsibility as Secretary/Treasurer.
12. The Corporation has failed to pay its customary rent to Plaintiff and
Defendant.
WHEREFORE, for the reasons stated above, Plaintiff reepectfully
requests of this Honorable Court that it assume jurisdiction over this matter and that
it enter an Order:
a. Directing that the Defendant return corporate property to the
319 West Creek Road, Newburg, Cumberland County address and that he not remove
property of the Corporation, other than as needed on a day to day basis, for business
related reasone;
b. Directing that the Defendant reinstate the businese telephone
line to the Corporate headquarters, at 319 West Creek Road, Newburg, Cumberland
County, Penneylvania;
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to test, and has in fact violated on numerous occasions, the terms of this Order. For
example:
a. He is directed not to harass the Defendant, but he continues to
telephone her frequently and repeatedly, at unreasonable times of the day and night,
even when Defendant has specifically told the Plaintiff not to telephone her anymore.
While the parties must communicate with one another over various busineas matters,
this does not require the harassing types of telephone calls he hus made, The Plaintiff
has also made disparaging remarks about the Defendant to third parties, including the
owner or manager of a lumber supply business in Shippenshurg, with whom the
parties do business, These remarks have included comments about the Defendant's
counseling. At the same time, the Defendant has made every effort not to make
similar comments about the Plaintifl's mentullwallh cuncerns,
b. Under paragraph 5 of the Protection from Abuse Order
(attached), he was to have constructed a :;'opurate enlry to the b'lsement office at the
marital residence, so that he could Iw.\'e acce,;:; to Lh0 'J11'ic0 withom havin[; to have
access to the home, due to hilS exclusion, He has failed to do 80 and, as a result, the
parties have been unable to operate their llUslneHs as smouthly us they would
otherwise have been able to do,
9. a, Denied. Defendant ha,; pr'J"'o1\te.[ corpl)t'ute financial records
to the corporate accountant. However, the accounts need some further review, fer
which Defendant has sought professional computer and bookkeeping assistance, but
the Plaintiff has refused to authorize this assistance, Much of the bookkeeping need
relates to the plaintiff having written numerous checks, without authorization, and
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without even reporting the writing of thll chucks, or their amountB, to the Defendant.
The Plaintiff is 'ileUawnre that thu pllrthlll hllYU "ought uxtunBionB on thelle returns.
Hfl is also aware that the extension" hllYl) buun nucullllitatud by the reorganization and
computerizlltion of the corporate rucordll,
b. Admittud that pllymontll hllYU not buun mllde, due to inllufficient
corporate fundll, I-Iowuyer, Olttimdllnt hUll t11l1d thu ,'uljuired IRS form 942 and bas
made nrrnngementll with thl! [ntllrlllll HIlV'HlUl! Sl.I'Yll:U,
c, Deniud, Ph,inttt't' ill wlllI UWlIrl1 thllt tho confusion over
prOl:lllllling of thll t'ol'wul'ding Ill' tl\l)~l! fund" ll' l ill' 1'''l.iI'I~uwllt plun WUII due to 11 mix-up
between the hunk llnd thl! l'l!til'l!JlIl'lIl. [>11111, n"t"'lldaJll IIludl! uvury effort to lIee to it
lhut thell'! t'undll Wl!I'l! flll'wl.ll'dl'd 1I11d will'll "iI" dHIl'IlVl!I'l!d they were not being
Corwul'dcd, Hho hlld thl! IlBIll,,1' 1'1:"' 1'.'I..d :11I11,"<lIUI.,'I),
d, Dl!!\itld, Plullll.il'/' illld I.III\Illlth" l!OI'P'Il'UtO chockbook when tbe
pw'tiIiIlIlIiPU1'utl)'1. Thill ~ll"l'!\i,II"'\ il",' U, ,\ 'I,'," 1'1.'1I1111/II:d lIL Lh.) ~Ol'pol'ute heudqullrters,
in Ol1fOllClunt'll pfl~~l!H:iiflll, ;I" ~""I'''l:tl':' 'i'" '<:"11"'1",['1 ii" ':l'l'!JI)('atioll, 13<.lcuuoe ohe was
ullublo to dutlirmino I'luillllt'l'll intlllltiflllH t'Ii/.(UI'dill" tI\<.) llccount, Dufendantclosed this
llccount hut 111"'1111;.(1.'.1 wil.h t h., 1'Jilllk III ,t:.'~UI", Ihut I.lllout~itllnding checks written on
thl! COl'plJl'Ult,1 11l'~Il\lIH \....IjHld Ll' !II ,n, >1'1l/1. :1I1'! 111'1,'.' WI~'J'I_I, n:.. :lU!"I}I.:llh.'nt c)f the parties,
they npullf'd II jllllll. '1:~I1'" "J' ' ."" "" I, " ,"" '" ,"',' ,1<1 i:}" fl''''lllbil ily tilut neither party
would expond fundll nnt lI!!'I"!f'd t,.I ily thl~ IJI.I1l!/' PUl'ty,
Ii, ^dlllittlid thllt J)et'lJndllllt has I'l!pcatedly informed Plaintiff she
cannot PllY thl! hillM if tltl,>l'l! ql'Il inHul'lidlll1t fund;:; in the account to do so. On
numol'ous Cl~lclllllflnll. J)lif,'ndunl hUH told I'llllntil'f'that hc nccded to collect on balances
which client8 owe the Corporation, so that the Corporation would have sufficiant funds
to pay its bills. This hll8 traditionally been the Plaintiff's responsibility. Historically,
he has been slow in collecting on accounts but has at lell8t collected quickly enough to
assure the corporation could meet such expenses as payroll and taxes. Since the
separation of the parties, despite Defendant's advance warnings, the Plaintiff's failure
to collect on uccounts has resulted in delay in payment '1n otber mandatory deadline
expenses, such us tuxes and invoices.
On Saturday, May 10, 1996, the Plaintiff insisted that Defendant
write out a corporate I)heck for $20,000 to covel' a corporate expense. Defendant
insisted that sIll! needed a copy of the deposit slip, demonstrating there were sufficient
funds to eQvel' this alllount. Corporute banking has traditionally been done by the
Ot;fenuanL, nOL tht! Plaintiff. On Monday, May 13, 1996, still without a copy of the
deposit slip, but upon Plaintiffs assurances that he had previously made a $41,000
deposit, Defendant paid the :3:10,000 expense by check. Later that day, she received
a tdeph'Jnc cwl from till! bank that the :320,000 check Wall being presented and that
the corporate account had insufficient funds to cover the check. In fact, Plaintiff made
the deposit on May 13, so that Plwntiffwas aware there were insufficient funds having
d"ared th,} C'Jl'p'Jl'ate account at the time he insisted Defendant writ.e out the :320,00U
ciwck. This placed Defendant at risk of being charged with a criminal offense.
Plaintiff frequently engages in bank transactions on the corporate
account without gaining authorization from Defendant, or even telling her of tbe
transaction.
f. Denied. Plaintiff is well aware of when quarterly tax payments
agreed upon, and the Plaintiff did not pick them up until the following morning.
On another occasion, on May 15, 1996, Plaintiff told Defendant to place
checks in the mailbox so he could get them at 1:00 or 2:00 a.m. Defendant complied
with this unusual request. At 8:30 a.m., when she left, the Plaintiff had not yet been
to the residence to pick up the checks. At noon, the checks were gone. The checks
wel'ejust to have been signed and left there, not removed. Additionally, the Plaintiff
was to have left the cOI'poratll timecards at the same time, which he failed to do.
12. Admitted thll Defendant is unable to work the hours Plaintiff does.
She has primary custody of the thrcu minor children (ages 9, 1:1, and 161, who reside
with her and who are to hl.! in the father's partial custody every othcr weekend from
Saturday at noon until Sunday at 7:00 p.m. and Tucsdays from 6:00 to (;::30 p.m., as
provided for in the Custody Order, consent€d to by the panies on April :14, W!.i6
(attached).
1:.1. Admitted t.hat Plaintiff has de\'r:lup'Jd and nurtured relationships
with contractors. Defendant has done 80 with dicI1t8 und with cr"dit,jl";, oftentimes
helping to cover for Plaintiff's inaction.
14. Def..mdunt is unable to respond to Plaintiffs concerns. However, she
too has concerns about the solv\Jncy dl' the CLll'puratiull ullle,;s P!ailltilT 'ak'J:; :lctiLlntu
collect upon accounts. The solvency of the ("JI'f.'JI'utiull, a8.;ulllill~. 'Jc:..cil pttl'ty carries
out his or her respective responsibilities, remains in tact, considering the past
performance of the corporation and the current accounts.
15. Denied. Defendant asserts that with rcspl.!ct to the Corporation, they
can continue to work together in this successful busine~s, so long as the responsibilities
of each officer are well defined,
WHEREFORE, Defendant asserts that in the context of this divorce
action, the Court is without jurisdiction to interfere with the control of the
Corporation, which happens to be owned by the parties but which exists independent
of the marriage. However, for the reasons stated above, Defendant respectfully
requests that the Court enter an Order, c!w'ifying the roles of the parties with respect
to day to day operations of the corporation, including payment of bills, collections on
accounts, and timeliness of various corporate activities, and that it direct Plaintiff to
account for thc bi!1ing statuti of all accountti duc the Corporation. 'rhe Defendant
further requests that the Plaintiff be directed Illlt t,) !lllra,:< Defendant or to contuct
her at unreasonable hourti, on non-urgcnt. mattel':',
NEW :\<IATIER AND DEFE~D/..'-;T'S COL'NTEH PETITION
ltJ. Defendant incorpot'lltes by refm",nce the answers and averments
made in the respon:<eH aho\'v.
17. On ~,[llY :10 and or Ma;: ~~, 1:..,.",. tlw Plaintiff began removing
various items of corporate property from the corporate headquarters, without
Defendant's authorization.
IS. 011 :,clay:21. Ul!)!), the I'lailltJ!'I' 'Ii. ':"lll1,'(~ld I h,! '.;oJ'p"t'ate telephone
from thll cnrp'"'ate: headqu:lt'l.<:r:-. wi! :), <lit, l),:(,:ndalll'.; authUJ'lZatlUll, causing
Defendant to be unable to receive important corporate-related telephbne calls, us is her
responsibility Uti Secretw'YiTreasurer.
19. Despite a!,'I'cernents to the co 11 tt'llry , h,?twven Plaintiff and Defendant,
Plaintiff continues to commit corpol'tlte fundti tll vari,.1lls purchases, without prior
consultation with Defendant.
20. Despite Defendant's protests, Plaintiff frequently incurs corporate
costs, such as payroll and fringe benefits, which are disproportionately allocated to
certain employees, and which have the effect of making the corporation less profitable,
21. After committing corporate funds for various purposes, Plaintiff
frequently makes demands of Defendant that she immediately pay on theso accounts.
Thes!) demands havl) often been at unreasonable times and through repeated telephone
calls,
22. On u"ca~iuns when Defendant has needed to contact Plaintiff ovt(!r
corporate b'lHine~~, she has paged him during regular business hours and he has failed
to respond, causing great difficulty in Defendant's ability to pel'form day-to-day
upcratiuns uf the Corporatiun.
2:l. Under the by-Inws of the Corporation (attached), the Secretary is
,espunoibio L.) be: LI1" <;ustodian of the records and seal of the corporation.
:2l. Unc!l.!!' the by-la'.V~ of the Corporation, the Treasurer shall have the
care and custody of and be responsible fot all the funds and the securities of the
Corporation, and ~hall d(!posit ~uch funds in the nume of the Corporation in a
desig'nated hllnk.
:';,"j, L' lid,,!, tIle by-laws uf the CMporation, the Treasurer shall make, sign.
und endol'se in the name of the Corporation all checks, drafts, notes and other orders
for the payment of money.
2G. Under t.he by-laws of the Corporation, the Treasurer shall maintain
at the principal offices of the Corporation, books and accounts of all the Corporate
business and transactions.
27. Under the by-laws of the Corporation, the principal office of the
Corporation i8 located at the marital home, where Defendant resides.
28. The Defendant is dependent upon the Plaintiff and the Corporation
jointly owned by the parties as her exclusive means of support and as the exclusive
means of defending herself in this divorce action.
29. During the course of the marriage, the pl\rties have committed
themselves to various marital expenses, which are described in the attached listing.
These huve been paid through use of marital income.
30. The Defendant is without means to puy the expenses described in the
uttached listing.
:31. The Defllndant is without means to support herself during the
pel\dency of this Divorce und is in need of' Alimony Pendente Lite.
:J:!. The Plaintiff is in u tinundul position in which he cun pay the marital
e:;pr.1I1SeS which tlw parties have truditionully incurred.
:3:3. The Plaintiff is in u financial position in which he Clll1 pay the
Defendunt ruusonuble Alimony Pendente Lite.
WHERRFORE, rot' the rCUSOllS stated ubove, Defendant lwrcin respectfully
re4uests of this Honorable Court that it onter un Order,
A. Directing the Plaintiff to immediately return all corporate property to the
location of the corporate headquarters;
B. Directing the Plaintiff to immediately reinstate the corporate telephone
numbor to its proper receiving locution, at the corporate beadquartersj
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I veritY that the statements made in this Answer and Counter-Petition are true
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and correct. I understand that false statements herein are made subject to the
penalties provided at 18 Pa. C.S.A. ~4904, relating to unsworn falsification to
authoritiRs.
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Dated: '-) -:. \
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L. /'Cil Ii ~ (_I, }1/! l(
Cheryl An'n Morrow
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9. This Order may subject the defendant to: i) arrest under 23 Pa.C.S. g6113; ii) a
private criminal complaint under 23 Pa.C.~. ~6113.1; in) a charge of indirect criminal contempt
under 23 Pa.C.S. g6114, punishable by imprisonment up to six months and a tine of S100.oo-
51,000.00; and iv) civil contempt under 23 Pa.C,S. ~6114.1. Re,umption of co-residence on
the part of the plaintiff and defendant shail not nullify the provisions of the court order.
10. The Pennsylvania State Police shail be provided with a certified copy of this Order
by the plaintiff s attorney and may enforce this Order by arrest for indirect criminal contempt
without W:lJ1":uJt upon probabltl ~ausc that this Order has !leen violated. whether or not the
violauon is ~ommitted in the prescn~e or tnc poike or;kcr, In the event that an arrest is made
"pO;." .~": ,,"'''';or. th" ,t,..',pO,; .... ;...... '_,J '''':'.'.... ..,;.~.,.,," .,......,.."....,r-.' del,v be'ore 'he court th't
..u~"". '...... ......... .. ... ............h... ....... ... .""-..... ....._..'. .""............... .~. .. u.
issued :htl order. '.vhtln '.hat ,cu:: ;S 'Jr.:l""-ilacie. 'he ,jdendant shall be taken berore the
appropr.:ne distric:justice. I:: Pa.C.S,. ; lill:).
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Gccr;'~ E, Roffer. Judge'
Joan Carey
LEGAL SERVICES. INC.
Attorney ror Plaintiff
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Kimberly S. Gray
MARTIN & GRA Y
Attorney for Derendant
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Morrow Consl1'llction, Inc. corporate propeny in the usual course of business with the proceeds
beina deposited into the corporate acr.ount. This use of propeny is not to be deemed a final
marital propeny settlement.
S. The defendant agrees to stay away from the marital residence lccated at 319 West
Creek Road. Newburg, Cumberland County. Pennsylvania. except for {,he following limited
purposes:
. tr:II1sferring custexly of the parties' minor children:
. using the parties' jointly ownc<.i b\lsine~s of rice in the basement of the marital
residence between the hours or 5:':0 ;l.m. through 10:00 p.m. with his access to
ti:c ,)f:ke by ;l sef);ll";ltc ~Ilt:i;";'~ '"::::'\I:,~ :0) !:c 'JI.lil1 by him in ;l design mutually
agreed upon by the f)m:e~ ;U1'; :0 '.vhich the ?Iainlirf has ;l key. and
.. ;l~ce~sing the lanu \u:7cur,di~g the :nar.tal property between 4:00 ;l.m. and
l::t~l) J..:11. r'or :n~;', :i1'lr ~C::~C" ;:i:':. ~t~r.n~ j1J~J '.vl,)r:.;in~ on const:-.:c:icn ~quipment
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used to perform jobs ror the panie~' jointly owned bu~iness. Morrow
Construction. Inc.
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:::e .;d~r,d:!.nt ,\~rcc~ :e ,::1:-' 1',vav rrom my re~idence the plaintiff may in the
(.'...'..... ..,...~cli,~' "{~r ~~..:..,.J:.\f ~...~ 'at for .,~r.: .'r,....t~'. "Jllt":I)'"" or' rran:)~'cmnO' l.;U:HCli't
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i, The uefendant. a1thougn entenng' into thiS Agreement, dce~ not ;ldmit the
allegations made in the Petition.
8, The defendant understands that the Protection Order entered in this matter will
be in effect (or a period or' one ( 1) Ye:lI' :l..~d can be extended beyond that time if the Court finds
that the defendant has committed an act of abuse or has engaged in a pattern or practice that
indicates risk of harm to the plaintiff or the panies' minor children. The defendant IlDderstlllds
that this Order will be enforceable in the same mal1ner as the Court's prior Temporary
Protection Order entered in this case.
9, Violation of the Protection Order may subject the defendant to: i) arrest under 23
Pa.C.S. A6l13; Ii) a private criminal complaint under 23 Pa.C,S. ~6113.1; iii) a charge of
indirect criminal contempt under 23 Pa.C.S. ~6114, punishable by imprisonment up to six
months and a tine of 5100.00-$[,000,00: and LV) civil contempt under 23 Pa.C.S. A611~,l.
10. The deiendant and th:.: plaintltt agree to the entry or' an Order providing for the
following custody schedule for their children. Amanda K. Morrow. Allison A. Morrow. and
De:lI1 ~l. Morrow.
a. The mlJther '.vill !la'.c iJr.mari' physical c~JStody of the children and the
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Parti~s \'1ill 5hilre !t::!:tl. ':'.~~t(~I.~V.
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':~I:,t,:I;:- tH' the ,hlldren on altemat:ng
weekends from S.lturday .It nlJon until Sunliay at 7:IJI) p,m.. each Tuesday from
6;00 p,m, until ~:30 p,m.. ,1m! Jl mher times mutually agreed upon by the
T')art:~:i. Till:i ~.;~,~'.!'Ji~ ",';,:~ ;.";';:'." : ...r~ ['r.~I:':da',', .'\''',' r.l t~. 19~t).
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emcrgenc:es whIch ;J,me wmie the du{Jrcn are In that parent's care.
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d, The parties reulize that their children' s weil being is paramount to any
differences they might have between themselves. Therefore, they agree that
neither party will do anything which may estrange the children from the other
parent. or injure the opinion of the children as to the other parent or which may
BYLAWS OF
COLLEGE VILLAGE BUILDERS, INC.
ARTICLE I
SIfAREHOLDERS' liEETtNG
Section I. ANNUAL liEF-TING. The annual meeting of the shareholders for
the election of directors and the transaction of such other business as may
properly come before it shall be h~ld at the principal office of the Corpor.ation
at R.D.'I, ~ewburJ, Pennsylvania, or at such place within or without the State
of Pennsylvania as shall be set forth in the notice of meetin~. The meeting
:JhaLl be httLd ,)n C;l~ :3oc!'..:')nJ ::01:da:1 ~:l t:h~ :llonc~l of Jan'Jar:, vi eJ.C:-t and t3'1ery
year, at 2:30 p.::. The ~'~..;r'~c.:l::J 3nJll ~i'Jt! personaL~:,' 0r by ;nail, no!: less
than tldn nor rr.or2 r.ban 5~) J:.1::s 'Jl!::()r~ the dat~ of thti :-::l!~C:'~l;'; t-J ~adt il1are-
iloJtJ.C: ,.!:-.t;:.::~~,l :.:: ':.j::..: .1:: .;.;~.;..; ';:I,,:'':::';~_~, ',,::-:.tt..!:"'. :".<JC:-:.: ';.':..1(:.:-..; :;:..;: i'~J.";'.!, j.l':':1
4:td hour of tht! ~~th!'::':1';. rr ::-,J.il~d, ChI;! nOl:i<:~ ;3ha~l lJ~ ,JJar~s;jed tv the share-
holder at his address as it appears on the record of shareholders of tne Corpor-
.:1ciur. IJr.l.:l~3 :~12 $r.J~.:" ,L.J.V,: ~~~,~:. ',/~t~l 1:t1~ :j~~r~l:.Jr:' 'J~ Ct"t; 1~0r?..;rJ.:::ior. J. ',]':~CCJ:"~
!:'d'tl.ll1:it c.:1Jt :",.'Jt~..:,;~ L.ll:..::",d...:"': :)r n~:"l J~ ::-tailud Co a'1:':::oJ:~~c ,-,;,,,:'ir=:i.5, 1:1. .,';11~~:1
case it shal~ b~ "'.lEad t~ tll~ address <lesi3nated in the request. .iny notice 0:
:neetin~s may be ;rabed by a shareholder by submittin~ a signed 'Jai',er either
,
;(::~::.a '.Jt' .1~::J'r ::...~ ~e'J.C:~:;".;, ~!:' ":.:r .1l:::..:'.i.J.ln..:c .1:: C:j"2 :::<.1':''::'::;"
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than those re,ulata<l by statute, :nay be called at any ti:ne by a 'Jajorit:' at the
directors or the President, and :nust be called by the ?resident upon ~ritten
request of the hQtders of IG~ of the outstanding shares entitLed to vote at
such special meeti:l,. :Iritten notice of such meetings stating the place withb
or ;ritnout the State 0: Pennsylvania, the date and hour of the ~eeting, the
purpose or purposes tor which it is called, and the name of the person by whom at
at whose direction the meetin, is caLled shall be given not tess than ten nor
IIIllU than SO daY$ before the date ut for :he _eting. 'the notl.ce $hall be
given to each $hareholder of record in the same manner ~s notice of the annual
_eting. No business other than that specified in the notice of meeting shall
be transacted at any such special meeting. Notice of speci~l meeting may be
waived by submitting ~ signed ',,~iver or by attend~nce ~t the meeting.
Section 3. QUORUH. The presence, in person or by proxy, of the holders
of ~ ,naJorit, Ot the 0utstanding shares enti.tled to vote there~t shall be neces-
s~ry co constitute a quorum for the trans~ction ot busin~s" ~t all meetings of
s\1artJhoL..itlt";';, It:;.;~rt ..11: 8p~~i.:.ll :1iet!tings for the r~LI.1~tiQn ,)t Jiro..=cors held
pur~uant tu :ltH::tltJt1 1.'::01 or the Busino::is Corporat:'vn La',/ or thl.! State ot Penn-
r ~
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sylva:iia. I:, '~i(),,'\:'h~r, $uch qu~rutn :;hJ.ll :lot ot! ~r~.siJnt 01." rJ[)t"J.::io:~1l:.ad ole any
,:~.l'-!t.~:','; ,;~ ::....; ...i.".:..~~....",'~J...:::.i, ::.:,J .Ht.jr.;lII.)LJ~r.3 ~:'.C:":...;:'l C..l 'iC!:;,;: CI1t;:'.."\IJ.l:, present
i~ p~r~on ur r~pres~~t~\i by proxy, shalL have t~~ ,o~ar tJ ~d~')'I:~ thd ~e~ting
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co a future dat~' at '1hich 3 quorum ~hJ.1L be pra~~~~Jr represQntdd. Ac $uch
ldj,;u:;,;-.o.!,l ";'~'.::::_;~;, .l;"~" '.;u~;.n.a~,i :.1,~>' ')'': C=J.;1;iJ.~~~'': '.'it1.i~:-t :-;..~;nc 11.:1"/1: Jtat:n r:t'J.n:,;-
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act~d ".1[: th.,~ '~:l:'.:r::.::'; '.u ',Jr:~~;,.c.:l:: ,~,'l~~..:..:.
Section 4. RECORD DArE.
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Iht.: director:; ;.111/ ti:~ in ad1/ance a date not
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le:3$ than t!n :".01: :nQ:"~ CtL.1t1 j,'; i..lYs t pr~or Cu chI: dati! Qf any ;net:!cing Ot the
.:h..l:,~~:~':.Jt2.:,; ..;r i:r~;~ t,) '.:,~"': t,.:.J!: ,1;1:: \.:. ',;1"~1":;1 t~:..: L'Jr.:32:1t ,_)t' l~.;;j~n': I:: 0!."
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:::..\~ .~.lJ.::':L>":L'.l'.::": :-,.:.:: !)''': '~:;,:;':':~.':'.;::. .:::~)~::.Li:,~'i ~.;: '11'.:.' :;l~::~\).,j,.! '../ic~1tJIJ,C
a meeting. a~ t.11~ r~cord ciat.~ tur Cile da:~r:ninatiQn or :iharenolders.
Section 5. VOTnc. A shareholder entitled to vote at a ::teeeim~ may
vote at such meeting i~ person 0r by proxy. Except as otherwise provided by
law or ~hQ Certific~t.t! Ot t:'cor~0rat:i()l'1. tl'lQr:, :3r.arallOlder shall Ot1 e~titled to
one vote fQr each share standing in hi. name on che record ot shareholders.
Excepe as herein or in the Certificate of !ncor?or~tion ~therwise provided, ~ll
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corporate action .hell be determined by vote of a majority of the votea caet
at a meeting of .hareholder. by the holders of shares entitled to vote thereon.
Section 6. PROXIES. hvery proxy must be dnted and signed by the .hare-
holder or by his attorney-in-fact. ~o proxy shall be valid after the expiration
'It II t1lIlnths rrom the date 'It its execution, unless otller'.ise provided therein.
Ever:' proxy shall be revocable at the pl.asur~ 'lr the shareholder executing it.
except where an irrevocable proxy is per~itt~o by statute.
S..:~tiut1 i. CONSE:-.fTS. \"'ht!naver b:' a Ilr',:;\'Liiutl 0t SC..ltura lJr ..,c tbe Cer-
ti:iC.:ltt! \) f !n,;orpot'ation IJr by cht!:ic 3:.'L.1"..1:5 ':.:1.1 'l~t:~ vi :inart!holJer3 i$
:.'1'r:irlhi ,Jr ~)llr::.ittt!d tv b~ r:J~:i1:1 ...it J :::t;:..!tL;-:,; ,:l1.~.n.'~'.n: in ":!Jnntlctiun '.1ith .any
":)':r";:.:lC~ ...~~~u:ll C.l~ :r.~~l:~.1'~ ..l:I~ t.\I.:: :.:r:..; ,n .:);I..ir'l;I~:'4\!:J 7.ay Jl! diJptJ.1:hhi '1/it:1
i~ all th~ jhar3hlJLJ~:.-s ~h0 ~'~~:i \IJ~~ :~~n ~:::~:l~li ~0 ~0t~ ~pon th~ action if
~UC;l :ncetirt~ '''era 11t:lJ Jho1l1 Cr):1Jl3r.t: i:: ',olr:':l:-,,; ::0 :iuch ~or?orl1te action.,
0.2, :.:1.; t;..j"...~:"l.
....i:..: :~L~ ::
D~?E.CTORS
S.l~r;i.on t. ~U:':BE.R .\:-:0 '.~i:.\.LrFIC.\~:I)l"~}. :hll er.cire Board t)t Direccors
,J:li.lLL ':':'~;i~..jr. '..... t~1:",;',: ';':'.'-';';".:i .l~~
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.~~,! ~;~~crlt~;.~ .1:l
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l:'.hEl numbli!r 0:: dir~ccvrs snail ~'1.~al tne r1Ulilber 0t ics :iharElholder3, except in
no evenc shall che nu:nber be ldsa chan t..o. ::le directors need noc be share-
holdet3 of the Corporacion. The nU"lbe: or dir.ctors :nay be chen.ed by an
amendment to ti1e 3yla'.5, odope~<.i by ell. shoreholders.
Section 2. i!A.I:IER OF ELEC':ION. tho director. shall be dected at the
annual meeting of shareholders by a ~Lurality ',ote e:<cept as other'.ise prescribed
by statute.
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$eation 3. TERM OF OFF!CE. The term of officI of each director sha~l
be until the next annual ~eting of the shareholders and until his successor
ha. been duly elected and has qualified.
Section 4. DUT!ES AND POWERS. The Board of Directors shall havI control
and m.:lnagement of the affairs and business of the Corporation. The di:ector3
shall in all cases act as a Board, regularly convened, and, in the transaction
of business the act .of a IMjoriti preunt at a lIleetin~ except as otller'.ise pro-
vided by law or the Certificate of Incorporation shall be the act .0/ the Board,
p1."ovid~d a quot"'.lm i$ prest.!nt. nle directors :\1ay ..lJopt SUC~l r'JLt!:i iln~ rll~ulations
::,)1." :'~1~ ":'jnu~~!: vt t:h~ir mCl'iti:lgs Jnd the mana~e!.nt!nt or tht! CJt'?orar:ilJo as the:r
::1..1/ dl!'.:;.t :>r:>:Nl:', :"llJt i~consi.:il::~nt '.<I~::h law or c.he:)~ 3~.L:.1''''~.
:J~C'cion;. ~~. rhe 3uard of DirectJr3 sh.tl!. :i\eet tor t;l~ l!b:c:iun
0: appui~c.~~nt 0~ 0fi~c~r3 and for the transacti0n ot any other business as ,soon
1"; ;~':J";:::'''';'..l.JJ.'; ]'-~'" ::~1l: ..lJ;'.i'~~:'".::,.\!:,.r: of tbe annual :ne~tin~ of th.: :3~"'.l::'2hol"i2~:;,
-1 "oj -;:"o~ ~"C".l~ :_:ee~'n~s ;:' :"" Soard shall be h",d at sucb t:.:::es us t:l. 3~~:d
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:rlay rrom l::':7:~ r:.~ tLne Jatl3tmine.
Special ~eet:.n~s of the Board of Directors may be called by the President
ilt In:: ::i!:'.t!: and Ol1 :nu:it, upon chQ '1lrittan rl!que3t .Jf ,1ny COHO dir~ccor:i, c~.:... J.
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::1":::'.1 ~~1J.n. Jt!:vea days ait.ar
r~ct:~;':1: J::
i:h~
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:;dction 'j, :-lOnCE OF t1EETtNGS. No notice need be given Of any regular
meeting of the BGard. Notice of special meetings shall be served upon each
j:.:occ~r in _orson or by mail addressed to him at his last-known post office
aJdress, at least t~o days prior to the date of such meeting, specifying the
t:.me and place at the meeting and the business to be transacted thereat. At any
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Section 5. DUTIES OF OFFICERS. The duties and powers of the officers
of the Corporation shall be as tollows and as shall heraafcer b. set by r.so-
lution ot the Board of Directors:
PRESIDENT
A. The President shall preside at all meetings of the Board of Directors.
ije shalL also preside at all meetings of the shareholders.
3. He Sh,lll present at each annual meeting of the sh.lrehol.iers and
directors a report of the condition of the business "f the Cvrporation.
C. He shilll C:1use t\J be ~.11~\!d 1"e'~1jlat' .1:".-: .:3p~c~.11 :;\t:'.!ti.:-:~.p oe t::l~
~hareholdars and dir~~t0r~ in ~~cJrdanc~ with t~~ requi~~~~llts ~i ttl~ 3t3CUt~
and vf these Bylaws.
;). HQ ;;r..:.ll,l :lpn,:i.:lt, ;:..;'::::.:.1r;'l, J::d :::.:.; :.1,: ''::'~.;:',;:.;:i.lt:....l'~ ): Jt~ ':;;;plJY~~:3
and .1genta of th~ CJrp~rati0n Jch~r tha~ tll~ ;~~:. ~t~~:JJ ,)~~ice=s, Jubject
tv the approval of the Board vf Directors.
E.
H~ :Jt1J.ll
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~'. He shall si3n all ce:t~~~C.:.lC:l-:S r~pL"J;i-:~::i:L~ ,;,:~:'l.:J,
G. He shall C3u~e alL b~o~s. re~art~, S:J:~=U~CJ. and ~J::i~ica~~s to
be properL, kt!pt J.nJ :i~~J ..lS r::.~llir<J'i ~:.. Lu'..i,
n.
He In.:.ll;, '!:1::Jr..:.:
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to his offi~e .1nJ '..Jl~i-:.;'. ..1:.-'.;:: ~ .'::.:.:.i
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and control the busines. and affairs <:if eh... C.:r?orati"n.
VICE PRESIDE:IT
During the absence or incapacity ,)~ t~~ ~:1JiJ'2~C, c~~ ~i~~ ?:~sidQnt
in order of seniority ot l1lect:i'lr. ~h.:lll l:~:'~:-:::-' ~:~'1 ~'.:.~i.!s .;~ t:l~':! l':~~i.,j~:lt. and
when so acting. he shall have all the powers and be 3ubjoct t~ 3ll the rsspon-
sibiliti.. of the office of President and shall pertar", ouch duti". and functions
,
a. the Board MaY ~re9cribe.
and securicies in tne name of tne Corporation in sucn bank. or safe deposit
companies as tne Board of Directors may designate.
B. He snall make, sign and endorse in tne name of tne Corporation all
cnecks, drafts, notes and otner orders for tne payment of money, and 'pay out and
dispose of sucn under tne ~irection of the President or the Board of Directors.
C. He snall keep at tne principal offices of the Corporation accurate
books of account of all its business and transactions and shall at all reasonable
hours exhibit books and accounts to any director UpOR application at the office
of the Corporation Juring business hours.
D. He ~haLL render a report of tlJe condition ~f tl,~ finance~ of th~
CQrporaci'Jn at t.!a~h r(;!g'Jl.lr :neeting 0r tl1~ !3o.1rd uS: Ji'l:'ector:i and at :iuch other
::::-:'~J ..l:i 3':l..lLl ';;~ :'l'l',lirJJ Jt ;-.i;;:, a::d hi.! ~hJ.L: :::a~:~ .1 t'JL~ :L~.1ncial raport al:
th~ annual ~leeti~g of the shar3hoLde:s.
E. ~e shill iurther perfor~ aLL duties incident to the office of
:;;"':;JJtJ::~::' 'J~ t;,~~ l;~!::J0t:'.:.lC:''';;''.,
..- :':'~~J~;.d b:r :::t.! 3":.lrd r~:: '~:.rh':CJ!:';. hit $;~.:.lll~i'lt.! 3tlch ocr.J as
I
it shall de~cr~ine appropriate for the' faithful performance of his duties.
OT!lF.:\ OFFICE:\S
~:;::~ 0~~:":',::,,~: ';.:.:1,:...;. ::'i:::L';;: j'~I';:~ "m:::...::.; ,j:'.'': ;tJ.'/I:! '31.h:n ~~."(l:'~ .1:3 :-.iJ.j' Jr:
,J.:j;3i~:1i.:(: .. ~ ~:1~.i'. .,' t~:.! l~,;.l=i J~ ,);.::<:I;..:r.,;.
Section 6. VACANCIES. All vacancles in any office snall be filled
promptly by the Board of Directors, either at re~ular meetings or at a meeting
specially called for that purpose.
Sectior, 7. CO:{!>EClSA,IO:: Of OfFICERS. The officers shall receive sucn
. I
salary or c~"p.n~,ltion 3~ 'ISY b~ fbed by the Board of Directors.
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Section 3. T~~SFER O~ SHARES. The sna~es of tne Corpo~ation .nall be
a..ignable and transfe~abl~ only on tne books and reco~d. of tne Co~po~ation
~y tne registe~ed owne~. or by nis duly autno~ized attorney, upon sur~end.r of
tna ce~tificate duly and p~ope~ly endorsed witn prope~ evidence of autnority to
t~ansfer. Tne Corporation snall issue a new certificate for tne snares sur~en-
de~ed to tne person or persons entitled thereto.
Section 4. RETU.W CE1TIFICATES. All certificates for snares changed
o~ returned to tne Corporation fo~ transfer snall be marked by the Secretar,
"Cancelled," :/itll tbe JJ.t~ vt ";.:J.~~~:i.1J.tiQtt, and the crans.:lcCiun 3tlJ.ll bl;l i:n.'iled-
iately recorded in the certUicate boot; opposite the me"lorancu"l of t01eir issue.
The retur~ed cel"ti~i~;Jt<l ~;l" bt..' ~:1:il.l:,:,~d Ln che certificate iJOQ:~.
:~~~Tr:':;L::: I,''..
iJr:li:lE:;OS
Section \. JECL.U.\TI'l:-; OF JI'IIOE::OS. T\le 30ard of Oi.rect;n at ar,/
ra",j'..tl.1t" cr special ;~l.!~c':':1;; r.:a:; .i~,,;l.:tr~ 'i~'/f.,.~~r..:i3 pJ.:.'.101.;; .:'l~ ,;r ':;H~ ~'..:.rL'lus '4Z:
the Cot"?or.:ltion, ~-lh~r.~"'=r ir. l:~j~ .'!:~~rc~:3~ \Jt ~C3 J:'Jcrec':'Jn ~t :.~ay .j~e:1\ such
declaration advisable. Such dividends ~ay be paid in cash,propert" or shares
of the Corporation.
:.....::I~:.Z ': 1._:
13 !LLS I ::OT2:;, ::':'i.:.
Sei:tion I. E;,ECUTro:i. All bills payao Le, notes, chec!ts, ,iraits. warrents,
or other negotiable instruments of ehe Corporation shall be made in the name of
the Corporation and shall be signed by such officer or officers as the Board of
Directors shall from tble to tbe by resolutiorl direct.
No officer or agent of the Corporation, ~ither singly or jointl, with
others, shal.l have the power to make any bill payable, note, check, draft, or
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CHERYL ANN MORROW
Plaintiff
VI.
: IN THE COURT OF COMMON PLEAS OF
: THE 9TH JUDICIAL DISTRICT, PA.
CUMBERLAND COUNTY BRANCH
CIVIL ACTION - EQUITY
NO. 96 - 2865
GAWIN B. MORROW
Defendant
DEFENDANT'S ANSWER TO PLAINTIFF'S COMPLAVNT IN EQUITY
AND DEFENDANT'S COUNTERCLAIM AND NEW MATTER
COMES NOW, Defendant Gawin B. Morrow, by and through his attorneys, MARTIN &
GRAY, P.C., by Kimberly S. Gray, Esquire, and Answers Plaintiff's Complaint in Equity and
presents further Counterclaim and New Maller, and stales as follows:
ANSWER TO COMPLAINT
I. Admitted.
2. Admitted.
3. Denied in that after reasonable investigation, Defendant is without knowledge or
, information sufficient to form a belief as to the truth of the averment because the means of proof
are within the exclusive control of Plaintiff.
4. Admitted.
5. Admitted.
6. Admitted.
7, Admitted.
Ii. Adll\itted,
GAWIN B. MORROW : IN THE COURT OF COMMON PLEASOF
Plaintiff: THE 9TH JUDICIAL DISTRICT, PA,
: CUMBERLAND COUNTY BRANCH
FILE COpy
VI,
: CIVIL ACTION. LAW
,,' ,11 ,~
: NO. CIVIL 19 qb-Iqtt~ ~
CHERYL ANN MORROW
Defendant: IN DIVORCE A V.M.
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You l'1ave been suod In court. If you wish to defend against the claim. set f9rth in t~e
following pegel, you must take prompt action. You are wamed that If you fall 1.9: do sq, Jhe a.a~e
may proceed without you and a decree In divorce or annulment may be entered eg,lnst ~.Qu b~ the
court. A judgment may also be entered against you for any other claim or relief requestl!i(j in Ujese
papers by the Plaintiff. You may lose money or property or other rights Important to you, including
custody or visitation of your children.
\Nhen the ground for divorce Is Indignities or irretrievable breakdown of the marriage, you
may request marriage counseling, A list of marriage counselors Is available in the Office of the
Prothonotary at
~~.BJmIn
r.
CumberliDsl County Courthouse, 1 Courthouse SQuare.
~sle. Pennsvlvania F013
IF YOU DO NOT FILE A CLAIM FOR ALIMONY, DIVISION OF PROPERTY, LAWVER'S
FEES OR EXPENSES BEFORE A DIVORCE OR ANNULMENT IS GRANTED, YOU MAY LOSE
THE RIGHT TO CLAIM ANY OF THEM.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWVER AT ONCE. IF YOU DO NOT HAVE
A LAWVER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH
BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
COURT ADMINISTRATOR OF CUMBERLAND COUNTY, PENNSYLVANIA
Telephone: 717.240-6200
AMERICANS W~ITIES ACT OF 1990
The Court o( Common Pleas of Cumberland County Is reQuired bv law to come Iv with the
Americans with Dlybllitles Ad of 1990, For information about accessible f'Cllilies and reasonable
&It'l"1V'tlrnodJl1lons available to dililbled Il'1,Cilivldualll havlna business before the court, elease contact
our office, AU erranoements must be made at least 72 hours erlor to any hearlno or business
~ore the court. You must attend the s~ conference or hearina.
MARTIN & GRAY, P.C. .
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vs.
IN THE COURT OF COMMON PLEASOF
: THE 9TH JUDICIAL DISTRICT, PA.
: CUMBERLAND COUNTY BRANCH
CIVIL ACTION - LAW
NO, CIVIL 19
IN DIVORCE A V.M.
GAWIN B, MORROW
Plaintiff
CHERYL ANN MORROW
Defendant
1, Plaintiff is Gawin B. Morrow, a sui Juris adult who resides at 325 West Creek Road,
Newburg, Hopewell Township, Cumberland County, Pennsylvania 17240.
2. Defendant Is Cheryl Ann Morrow, a sui Juris adult who resides at 319 West Creek
Road, Newburg, Hopewell Township, Cumberland County, Pennsylvania 17240.
3. Plaintiff has been a bona fide resident of the Commonwealth of Pennsylvania during
the entire 6 months immediately preceding the filing of the Complaint, he has been a bona fide
resident of said Commonwealth continuously and without Interruption.
4. Defendant has been a bona fide resident of the Commonwealth of Pennsylvania
during the entire 6 months Immediately preceding the filing of the Complaint, she has been a bona
fide resident of said Commonwealth continuously and without interruption.
5. The Plaintiff and Defendant were married on February 24, 1979, in Franklin County,
Pennsylvania,
6. There have been no prior actions for divorce or for annulment between the parties.
7. The marriage is irretrievably broken.
8. The Plaintiff has been advised of the availability of counseling and the Plaintiff has
the right to request that the court require the parties hereto to participate in counseling.
WHEREFORE, Plaintiff respectfully requests your Honorable Court to enter a decree of
divorce.
.
COUNT II
9. The allegations of paragraphs 1 through 8 are Incorporated harein as fully as though
let out at large.
OAWIN B. MORROW
Plaintift'
: IN
: THE 9TH JUDICIAL DISTRICT, PA.
va.
CUMBERLAND COUNTY BRANCH
CIVIL AC1ION . LAW
: NO. CIVn. 96 -1986
.
CHERYL ANN MORROW
Def'endant
: IN DIVORCE A V.M.
.~
PETITION FOR SPECIAL RELIEF PURSUANT
TaPA, R.C.P 19204~,
TO THE HONORABLE, JUDGES OF SAID COURT:
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NOW COMES Gawin B. Morrow, by his attorney, Kimberly S. Gray, and respectfully
represents:
1.
Petitioner is Gawin B, Morrow, residing at 325 West Creek Road, Newburg, Cumberland
County, Pennsylvania, Plaintitrin the above-referenced case;
2,
Respondent is Cheryl Ann Morrow, residing at 319 West Creek Road, Newburg,
Cumberland County, PeMsylvania, Defendant in the above-referenced case;
3.
Petilioner is the President of Morrow Construction, Inc., a closely held corporation owned
by Petitioner and Respondent;
4.
Respondent is Secretaryrrreasurer of Morrow Construction, Inc.(hereafter Company);
5.
.
A divorce action wu entered by Petitioner and filed at Cumberland County CO'!rthouse on
April 12, 1996;. _
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6,
Denying liability, Petitioner executed a Consent Asreement on April 19, 1996 in order to
avoid costly and time-consuming litigation;
7,
, A Protection Order was entered on April 24, 1996 upon consideration of the Consent
Agreement of the pnrties;
8,
Respondent has used said Protection Order to manipulate Petitioner personally and in his
corporate capacity;
9
Respondent has not responsibly performed her fiduciary duties to Company as set forth
below:
a) Respondent has not submitted Company bookkeeping records to the corporate
accountant for the years 1994 and 1995, and Petitioner believes that Corporate tax returns may
not have been filed;
b) Respondent did not timely submit employee withholding taxes for the fourth
quarter of 1995 and there is currently due and owing back taxes, penalty, and interest;
c) Respondent withheld $20,00 per week from an employee's paycheck to be placed
in the Company'~ retirement plan; however, this money was kept in the corporate account for 44
weeks before being placed into the retirement plan;
d) At the time of the separation of the parties, Respondent closed the Company's
checking account and placed the money into an account in Respondent's name;
e) Respondent has repeatedly threatened Petitioner tbat she will not pay Company
biUs until she receives financial support, even doing so after the detennination by Domestic
Relations;
f) Respondent did not tell Petitioner of quarterly taxes due on April 30, 1996 until
three days after aU other weekly bills were paid, thus leaving no money in the Company account
tojiiy tues when Petitioner learned of the tax bills;
g) Respondent has threatened Petitioner on May 7, 1996 that she will not write
payron checks due on May 10, 1996 unless Petitioner collects money from a specific account
receivable and places this money in the corporate account this week.
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MARTIN ..
.Q~~
AITORNEY5 AT L/t.W
"1(1.4__..1 S. OIlAY. DQ.
)K Nllllh Mat.. S,"n . al..,,,,,hIWI, '^ 172m
l7I7)l~).I~OO . p,a.X (7Im~:f.1I1R
L nANKLIN M.\I'iIN, PQ,
239."Eoat Mila Stlnl . WI)'Il.aIlaN, '^ 1716'
(711)161-1001 . p,a.X (117)162.'1'1
.._~..- -.-...-.--.-
: IN THE COURT OF COMMON PLEAS OF
: THE 9TH JUDICIAL DISTRICT, PA,
CUMBERLAND COUNTY BRANCH
CIVIL ACTION. LAW
NO. CIVIL 96 .1986
IN DIVORCE A V.M.
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GAWIN B. MORROW
Plalnllff
VI,
CHERYL ANN MORROW
Defendant
PLAINTIFF'S ANSWER TO DEFENDANT'S COUNTER-PETITION
FOR SPECIAL RELIEF AND FOR ALIMONY PENDENTE LITE
AND PLAINTIFF'S NEW MATTER
COMES NOW, Plaintiff Gawin B. Morrow, by and through his attorneys, MARTIN
& GRAY, p,C., by Kimberly S. Gray, Esquire, and Answers Defendant's Counter
Pellllon for Special Relief and for Alimony Pendente Lite and puts forth Plaintiffs New
Matter and states as follows:
ANSWER TO DEFENDANT'S COUNTER-PETITION
17. Denied in that Plaintiff has no knowledge of removing any items of
corporate property on May 20 or May 21, 1996 for which any authorization by
Defendant would be rquired,
18. Denied in that while the telephone line transferred from Defendant's
residence to Plaintiffs residence is used for corporate business, It is also Plaintiffs
personal phone line and Is so listed in the phone directory; by way of further answer, it
is denied that Defendant has a responsibility as corporate SecrelaryfTreasurer to
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receive corporate phone calls.
19. Denied that Plaintiff has committed co~porale funds which require
.....
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consultation with Defendant, as Plaintiff, corporate President, has the right to run the
business on a day to day basis as he sees fit, so long as he malntainlS his fiduciary duty
to the corporation.
20, Denied that Plaintiff disproportionately allocates payroll and fringe
benefits to certain employees which make tha corporation less profitable. It Is assumed
that Defendant Is referring to overtime received by Plaintiff's brother; however, It Is
Plaintiff's position that this Individual actually does more efficient work for the
corporation and Is more willing to be available when tha corporation Is in need of extra
help.
21. Denied in that is Is not unreasonable for Plaintiff to seek reimbursement
for funds he has personally expended out-of-pocket in order to purchase needed
supplies for construction projects, and further, that any requests made for
reimbursement have not been made at times or In a manner that is unreasonable,
22. It is denied that Plaintiff has failed to respond to Defendant's pages;
however, by way of further answer, it should be noted that in the past Plaintiff has
attempted to return Defendant's page, only to have her not answer the phone. Plaintiff
further denies that Defendant needs to be involved in the day-to-day operations of the
corporation,
23. Admitted that this is one duty of th& Secretary,
24. Admitted that this is one duty of the Treasurer.
25. Denied that the Treasurer has this power standing alone; by way of
explanation, the Treasurer is to do so under the direction of the President or Board of
.
Directors.
26. Denied that the Treasurer is to merely maintain books and accounts of
corporate buslnes and transactions; it Is averred that he or she Is to maintain accurate
books and accounts.
27. Admllled.
28. Denied in that after reasonable Investigation, Plaintiff Is without sufficient
knowladge or Information to form a belief as to the truth of the averment because the
means of proof are within the exclusive control of Defendant.
29. Denied in that after reasonable Investigation, Plaintiff Is without sufficient
knowledge or Information to form a belief as to the truth of the avorment because the
means of proof are within the exclusive control of Defendant as no listing Is allached to
Plaintiffs copy of Defendant's Answer.
30. Denied in that after reasonable investigation, Plaintiff is without sufficient
knowledge or Information to form a belief as to the truth of the averment because the
means of proof are within the exclusive control of Dafendant as no listing is allached to
Plaintiffs copy of Defendant's Answer.
31. Denied in that Defendant is entirely capable of being self-supporting,
Plaintiff is currently paying child support as ordered, and Plaintiff has vOluntarily made
additional payments on marital debt.
32, Denied in that Plaintiff is unable to pay additional expenses at the present
time given the Defendant's current control over the corporate account, from which he
receives all of his pay, and given Plaintiffs own legal expenses related to the litigation
between the parties.
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,
CHERYL ANN MORROW
Plaintiff
IN THE COURT OF COMMON PLEAS OF
: THE 9TH JUDICIAL DISTRICT, PA.
: CUMBERLAND COUNTY BRANCH
: CIVIL ACTION - EQUITY
NO. 96. 2865
vs.
GAWIN B. MORROW
Defendant
DEFENDANT'S ANSWER TO PLAINTIFF'S PETITION FOR INJUNCTIVE RELIEF
AND DEFENDANT'S COUNTER-PETITION AND NEW MATTER
COMES NOW, Defendant Gawin B. Morrow, by and through his allorneys, MARTlN &
GRAY, P.C., by Kimberly S. Gray, Esquire, and Answers Plaintiffs Petition for Injuntitve Relief
and states as follows:
ANSWER TO PETITION FOR INJUCTlVE RELIEF
I. Admilled.
2. Admilled
3, Denied in that after reasonable investigation, Defendant is without knowledge or
information sufficient to form a belief as to the truth of the averment because the means of proof
are within the exclusive control of Plaintiff.
4. Admilled.
5. Admilled.
6. Admiued.
7. Admilled.
8. Admilled.
9. Defendant hereby incorporales by reference the various averments contained in his
Petition for Special Relief, his Answer to Counter-Petition and his New Maller.
10, Denied in that while Corporation has been historically successful, it has not always
met expenses in a timely manner.
II. Denied in that Defendant has never engaged in a course of conduct which he did
not believe to be in the best interest of the Corporation.
a. Denied in that Defendant has not threatened to divert funds from the
Corporation.
b. Denied in that Defendant has not failed to collect on accounts any more
than would be expected based upon past history.
c. Denied in that Defendant, as President of the Corporation, is not required
to obtain the approval of Plaintiff before purchasing materials and other items necessary to
complete company jobs.
d. Denied that any payroll or fringe benefits are not reasonably necessary.
e. Denied that Defendant assured Plaintiff that a deposit had been made; in
fact, Defendant assured Plaintiff that he had an account receivable check which he agreed to
deposit that same day and he did so.
f. Denied. Defendant has not misinformed or excluded Plaintiff in any way
which would put the Corporate viability at risk.
COUNTER-PETITION AND NEW MATTER
12. Defendant incorporates by reference the answers and averments made in the
responses above.
13. Defendant hereby incorporates by reference the various averments contained in his
~I,I
Petition for Special Reliefand Answer to Counter.Petition with his New Maller under Civil No,
96.1986 and Defendant's Answer to Plaintill's Complaint in Equity with Counter-Claim and New
Maller under Civil No. 96.2865, all allached hereto.
WHEREFORE, Defendant prays your Honorable Court issue an Order consolidating this
mailer with the Divorce Action, which the Divorce Court will hear and determine sccording to
equities of the mailer. In the event that this Honorable Court chooses to not transfer this mailer
to the Divorce Court, Defendant prays that the relief requested in his Petition for Special Reliefbe
granted.
, '
Respectfully submitted,
MARTIN & GRAY, P.C.
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KJnberly S. Gr)ly; Esq. ;
38 N. Main Sr!
Chambersburg, PA 17201
(717) 263.8500
Ally 10#72806 ,
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OAWIN 8, MORROW
Plalntilf
: IN
: 1HE 9nI JUDICIAL DISTRICT, PA.
va.
: CUMBERLAND COUNTY BRANCH
: Crvn. ACTION . LAW
: NO. CIVIL 96.1986
: IN DIVORCE A V,M
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,
CHERYL ANN MORROW
Defendant
PETITION FOR SPECIAL RELIEF PURSUANT
TO PA. R.C.P 192043.
TO 1HE HONORABLE, JUDGE.S OF SAID COURT:
NOW COMES Gawin B. Morrow, by his attorney, Kimberly S. Gray, and respectfully
represents:
1.
Petitioner is Gawin B. Morrow, residing at 325 West Creek Road, Newburg. Cumberland
County, Pennsylvania, Plaintiff in the above-referenced case;
2.
Responden: is Cheryl Ann Morrow, residing at 319 West Creek Road, Newburg.
Cumberland County, Pennsylvania, Defendant in the above.referenced case;
3,
Petitioner is the President of Morrow Construction, Inc., a closely held corporation owned
by Petitioner and Respondent;
4.
Respondent is Secretaryrrreuurer of Morrow Construction, Inc.(hereafter Company);
.
5.
A divorce action wu entered by Petitioner and filed at Cumberland County Courthouse on
April 12, 1996; " ...
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6.
Denyina UabUity, Petitioner executed a Consent Agreement on April 19, 1996 in order to
avoid costly arid time-consuming Utigation;
7,
.f
. A Protection Order was entered on April 24, 1996 upon consideration of the Consent
Agreement of the parties;
8.
Respondent has used said Protection Order to manipulate Petitioner personally and in his
corporate capacity,
9
Respondent bas not responsibly perfonned her fiduciary duties to Company as set forth
below:
a) Respondent bas not submitted Company bookkeeping records to the corporate
accountant for the years 1994 and 1995, and Petitioner believes that Corporate tax returns may
not have been filed;
b) Respondent did not timely submit employee withholding taxes for the founh
quarter of 1995 and there is currently due and owing back taxes, penalty, and interest;
c) Respondent withheld S20.00 per week from an employee's paycheck to be placed
in the Company's retirement plan; however, this money was kept in the corporate account for 44
weeks before being placed into the retirement plan;
d) At the time of the separation of the parties, Respondent closed the Company's
checking account and placed the money into an account in Respondent's name;
e) Respondent has repeatedly threatened Petitioner that she will not pay Company
bills until she receives financial support, even doing so after the determination by Domestic
Relations;
t) Respondent did not tell Petitioner of quarterly taxes due on April 30, 1996 until
three days after all other weekly bills were paid, thus leaving no money in the Company account
tOPaY taxes when Petitioner learned of the tax bUls;
g) Respondent has threatened Petitioller on May 7, 1996 that she will not write
payroll checks due on May 10, 1996 unless Petitioner collects money from a specific account
receivable and places this money in the corporate account this week.
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10.
Petitioner, as President of Company, has always coUected accounts receivable and hu
alwaya sent out billa;
..
11.
Petitioner hu been repeatedly denied access to Company's books and records since the
separation of th" parties;
12,
Petitioner works approximately SO to 60 houn each week for Company while
Respondent's work for Company is very limited;
13.
Petitioner has developed and nurtUred relationships with contracton;
14.
Petitioner is concerned about Company's relationship with creditors and the ultimate
solvency of Company;
1S.
Petitioner and Respondent are unable to work together in the "partnership" of marriage or
in the "partnership" of operating Petitioner's Company.
WHEREFORE, Petitioner prays your Honorable Coun return full control of the Company
to Petitioner in th~ following manner:
A All accounts receivable and accounts payable shall be controlled by Petitioner and
Petitioner shall be given all records associated therewith within five days of the signing of an
Order so directing.
B, Control of Company assets shall be given to Petitioner, allowing him the freedom
necessary to exercise his best judgment for tbe good of Company, including the sale of Company
assets to satisfy Company debts,
,
C. Petitioner shall be entitled to move the Company office and its contents, including
but not limited to: all corporate records, corporate book, put job.records, past job blueprints,
. .
employee recorda, Insurance records, tax and accountins records, computer and printer, drafting
board, facsimile machille, office turniture, corporate supplies, typewriter, calculaton, file cabinets,
checks and check register.'
0, Petitioner shall be entitlc:d to move the construction equipment, dumpster, and all
other Company property normally stored in the basement, smge, or outbuUdings.
,
E, Petitioner shall make all necessary documents available to the Company
accountant.
E, Upon approval of this Petition by the Court, Petitioner sball have two weeks to
effectUate the changes proposed,
F. FoUowing the transfer of Company control to Petitioner, Petitioner agrees to make
copies of Company financial transactions available to Respondent through her counsel.
MARTIN & GRAY, P.C,
c4.J~
KIMBERLY S RAY
Attorney for Petitioner
38 N. Main 51.
Chambersburg, PA 17201
7171263.8500
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('7\1l16"..'OO . ,AX (711)...'..111'
: IN THE COURT OF COMMON PLEAS OF
: THE 9TH JUDICIAL DISTRICT, PA.
GAWIN B. MORROW
Plaintiff
vs.
: CUMBERLAND COUNTY BRANCH
: CIVIL ACTION. LAW
NO, CIVIL 96 .1986
IN DIVORCE A V,M,
CHERYL ANN MORROW
Defendant
PLAINTIFF'S ANSWER TO DEFENDANT'S COUNTER.PETITION
FOR SPECIAL RELIEF AND FOR ALIMONY PENDENTE LITE
AND PLAINTIFF'S NEW MATTER
COMES NOW, Plaintiff Gawin B. Morrow, by and through his attorneys, MARTIN
& GRAY, P.C., by Kimberly S. Gray, Esquire, and Answers Defendant's Counter
Petition for Special Rellaf and for Alimony Pendente Lite and puts forth Plaintiffs New
Matter and states as follows:
17. Denied in that Plaintiff has no knowledge of removing any Items of
ANSWER TO DEFENDANT'S COUNTER.PETITION
corporate property on May 20 or May 21, 1996 for which any authorization by
Defendant would be rquired.
18. Denied in that while the telephone line transferred from Defendant's
residence to Plaintiffs residence Is used for corporate business, It is also Plaintiffs
personal phone line and is so listed in the phone directory; by way of further answer, it
is denied that Defendant has a responsibility as corporate SecretaryfTreasurer to
. . .
receive corporate phone calls.
19.
Denied that Plaintiff has committed cOrPorate funds which require
,
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conlultation with Oefendent, es Plelntiff, corporete President, hes the right to run the
busln.ss on I day to day basis es he sees fit, so long as he maintains his f1duclery duty
to the corporation.
20. Denied that Plaintiff disproportionately allocates payroll and fringe
benefits to certain employees which make the corporation less profitable. It is assumed
that Defendant Is referring to overtime received by Plaintiffs brother; however, It Is
Plaintiffs pOSition that this individual actually does more efficient work for the
corporation end Is more willing to be available when the corporation Is In need of extra
help.
.~1, Denied in that Is Is not unreasonable for Plaintiff to seek reimbursement
for funds he has personally expended out-of.pocketln order to purchase needed
supplies for construction projects, and further, that any requests made for
reimbursement have not been made at times or In a manner that is unreasonable.
22. It is denied that Plaintiff has failed to respond to Defendant's pages;
however, by way of further answer, it should be noted that in the past Plaintiff has
attempted to return Defendant's page, only to have her not answer the phone. Plaintiff
further denies that Defendant needs to be Involved In the day-to-day operations of the
corporation.
23. Admitted that this is one duty of the Secretary.
24. Admitted that this is one duty of the Treasurer.
25. Denied that the Treasurer has this power standing alone; by way of
explanation, the Treasurer is to do so under the direction of the President or Board of
. . .
.......---. - -
Directors.
26. Denied that the Traasurer Is to merely maintain books and accounts of
corporate buslnes and transactions; it is averred that he or she Is to maintain accurate
books and accounts.
27. Admitted.
:lB. Denied In that after reasonable Investigation, Plaintiff is without sufficient
knowledge or Information to form a belief as to th" truth of the averment because the
means of proof are within the exclusive control of Defendant.
29. . Denied in that after reasonable investigation, Plaintiff Is without sufficient
knowledge or Information to form a belief as to the truth of the averment because the
means of proof are within the exclusive control of Defendant as no listing Is attached to
Plaintiff's copy of Defendant's Mswer.
30. Denied in that after reasonable Investigation, Plaintiff Is without sufficient
knowledge or Information to forrn a belief as to the truth of the averment because the
means of proof are within the exclusive control of Defendant as no listing is attached to
Plaintiff's copy of Defendant's Mswer,
31. Denied in that Defondant is entirely capable of being self-supporting,
Plaintiff is currently paying child support as ordered, and Plaintiff has voluntarily made
additional payments on marital debt.
32. Denied In that Plaintiff is unable to pay additional expenses at the present
time given the Defendant's current control over the corporate account, from which he ..'
receives all of his pay, and given Plaintiff's own legal expenses related to the litigation
belWeen the parties,
33. Denied In that Plaintiff Is unable to pay additional expenses at the present
time given the Oefendant's current control over the corporate account, from which he
receives all of his pay, and given Plaintiffs own legal expenses related to the litigation
between the parties.
NEW MA TIER
34. Plaintiff Incorporates by reference the answers and averments made In
the responses ebove.
35. The Defendant's Action In Equity, No. 96-2665, filed simultaneously with
Defendant's Mswer and Counter.Petltlon includes averments which can be heard
under this pending Action in Divorce.
WHEREFORE, Plaintiff respectfully requests that Defendant's Action In Equity
and Counter-Petition be dismissed.
RespectfUlly submitted,
MARTIN & GRAY, P.C.
l(~~,j J
Kimberly S.
36 N. Main eet
Chambersburg, PA 17201
(717) 263-8500
Attorney 10 #72606
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,.
CHERYL ANN MORROW
Plaintiff
"
: IN THE COURT OF COMMON PLEAS OF
: THE 9TH JUDICIAL DISTRICT, PA
: CUMBERLAND COUNTY BRANCH
: CIVIL ACTION. EQUITY
: NO. 96 - 28eS
VI.
GAWIN B. MORROW
Defendant
DEFENDANT'S ANSWER TO PLAINTIFF'S COMPLAINT IN EQUITY
AND DEFENDANT'S COUNTERCLAIM AND NEW MA TrER
COMES NOW, Defendant Gawin B. Morrow, by and through his attorneys, MARTIN '"
ORA Y, P.C" by Kimberly S, Gray, Esquire, and Answers Plaintiff's Complaint in Equity and
presents funher Counterclaim and New Matter, and states as follows:
ANSWER TO COMPLAINT
1. Admitted.
2. Admitted.
3. Denied in that after reasonable investigation, Defendant is without knowledge or
infonnation suflicientto fonn a belief as to the truth of the averment because the means of proof
are within the exclusive control of Plaintiff.
4. Admitted,
S, Admitted.
6. Admitted.
7. Admitted.
8, Admitted.
. .
, ,
9. Defendant hereby ~corporates by reference the various averments contained in his
Petition for Special Relief, his Answer to Counter-Petition and his New Matter,
10. Denied in that Defendant has no knowledge of removing any items of corporate
.
property on May 20 or May 21, 1996 for which any authorization by Plaintiff would be required,
11. Denied in that while the telephone line transferred from Plaintifi's residence to
Defendant's residence is used for corporate business, it is also Defendant's personal phone line
and is so listed in the phone directory; by way of further answer, it is denied that Plaintiff has a
responsiblity u corporate Secretaryrrreasurer to receive corporate phone calls.
12. Denied in that while the corporation has not recently paid rent to Plaintiff and
Defendant, the reason for this failure is that: a) there is no corporate resolution authorizing such
payment, b) there is no lease, c) Defendant, President of corporation, does not agree with the
amount of rent proposed, and d) Defendant, President of corporation, has not had free access to
the business premises.
COUNTER-CLAIM AND
NEW MATTER
13, Defendant incorporates by reference the answers and averments made in the
responses above.
14. On April 12, 1996 an action in divorce W3S commenced by Defendant, Civil
Docket No. 96-1986, which includes counts for Indignities and Equitable Distribution of
propeny, a copy of which is attached hereto,
IS.
The Divorce court can properly exercise jurisdiction over this Equity complaint
and decide it according to the equities of the mailer.
WHEREFORE, Defendant prays your Honorable Court issue an Order consolidating this
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DlIlter with the Divorce ActIon, which the Divorce COUI1 will hell' and determine ICcordlns to
'.
the equlues of the matter.
.
Respectfully submitted,
MARTIN" GRAY, P.C,
L.J . L L
~/ .
Kimberly S. y, Esquir
38 N, Main S eet
Chambersburg. PA 17201
(717) 263.8Soo
Attorney ID #72806
,
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GAWIN B. MORROW : IN THE COURT OF COMMON PLEASOF .
Plaintiff: THE 9TH JUDICIAL DISTRICT, PA
FILE COpy
vs.
: CUMBERLAND COUNTY BRANCH
: CIVIL ACTION. LAW
" ql _/qg-" u..' .~ f~
: NO. CIVIL 19" ~
CHERYL ANN MORROW :
Defendant: IN DIVORCE A V.M.
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You have been sued In court. If you wish to defend against the claims set f9rth In \~e
following pages, you must take prompt action. You are warned that If you fail ~. do sq, ~he a,t,~e
may proceed without you and a decree In divorce or annulment may be entered ag~lnst Y.Qu bl/ the
court. A judgment may also be entered against you fof' any other claim or relief requested in ttjese
papers by the Plaintiff. You may lose money or property or other rights important to you, Including
custody or vlsltaticn of your children.
When the ground for divorce Is indignities or irretrievable breakdown of the marriage, you
may request marriage counseling. A list of marriage counselors Is available In the Office of the
Prothonotary at
Cumberland Countv Courthouse, 1 Courthouse Sauare,
~idlsle, Pennsvlvanle 1701 ~
IF YOU DO NOT FILE A CLAIM FOR ALIMONY, DIVISION OF PROPERTY, LAWYER'S
FEES OR EXPENSES BEFORE A DIVORCE OR ANNULMENT IS GRANTED. YOU MAY LOSE
THE RIGHT TO CLAIM ANY OF THEM.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE
A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH
BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
COURT ADMINISTRATOR OF CUMBERLAND COUNTY, PENNSYLVANIA
Telephone: 717-240-6200
Afy1ERICANS WITti..QJSABILlTleS ACT OF 1900
The Court of Comin~n Pleas of Cumberland County is reaulred bv law to comelv with the
Americans with Disabilities Ad. of 1990. For .l!lfonnatlon about eccessiblt facililies and reasonable
accommodations available to di~bled i[ldlvisluals havlna bllllliness before the court, eleelse contact
~~ office, AU arranaements musl be made aUeast 72 hours erlor to anv hearina or business
ore the court. You must attend the schedl,jled conference or hearl.Q.g. .
MARTIN & GRAY, P.C.
L.
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By err-X
Attorney for R1 Intiff
38 North Main Street
Chambersburg, PA 17201
717/263-6500
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: IN THE COURT OF COMMON PLEASOF '
: THE 9TH JUDICIAL DISTRICT, PA.
: CUMBERLAND COUNTY BRANCH
CIVIL ACTION. LAW
NO. CIVIL 19
IN DIVORCE A V.M.
IN B, MORROW
Plaintiff
CHERYL ANN MORROW
Defendant
OjlSf.) QF 11:lLDIVORCE COOl;
1, Plaintiff Is Gawin B. Morrow, a sui Juris adult who resides at 325 West Creek Road,
Newburg, Hopewell Township, Cumberland County, Pennsylvania 17240,
2. Defendant Is Cheryl Ann Morrow, a sui Juris adult who resides at 319 West Creek
Road, Newburg, Hopewell Township, Cumberland County, Pennsylvania 17240.
3, Plaintiff has been a bona fide resident of the Commonwealth of Pennsylvania during
the entire 6 months Immediately preceding the filing of the Complaint, he has been a bona fide
resident of said Commonwealth continuously and without interruption.
4. Defendant has been a bona fide resident of the Commonwealth of Pennsylvania
during the entire 6 months Immediately preceding the filing of the Complaint, she has been a bona
fide resident of said Commonwealth continuously and without interruption.
5. The Plaintiff and Defendant were married on February 24, 1979, In Franklin County,
Pennsylvania.
6. There have been no prior actions for divorce or for annulment between the parties.
7. The marriage is irretrievably broken.
8, The Plaintiff has been advised of the availability of counseling and the Plaintiff has
the right to request that the court require the parties hereto to participate in counseling,
WHEREFORE, Plaintiff respectfully requests your Honorable Court to enter a decree of
divorce.
COUNIll
9, The allegations of paragraphs 1 through 8 are incorporated herein as fully as though
set out at large.
. " .
.,
MORROW
URT or COMMON PLEAsor
:Eor:~ C~ICIAL DISTRICT, PA.
CUMBERLAND COUNTY BRANCH
CIVIL ACTION - LAW
NO. CIVIL 19
IN DIVORCE A V.M.
v..
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PlaintUf I
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CHERYL ANN MORROW Defendant
.
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VERIFICATION
I Verify that the statements in this document are true and
correct to the best of my knowledge, information and belief, and I
understand that false statements herein are made subject to the
penalties of 18 Pa. C.S. Section 4904, relating to unsworn
falsification to authorities.
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Attorn y for Plaintiff
38 N. Main St.
Chambersburg, PA 17201
717/263-8500
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I veritY that the statements made in this document are true and correct. I
understand that false statements herein are made subJect to the penalties of 18 Pa. C S A.
4904, relating to unsworn falsifications to authorities.
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Gawin B. Morrow .
, '
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CHERYL ANN MORROW,
PlaintilTJRespondent
:IN THE COURT OF COMMON PLEAS OF
:CUMBERLAND COUNTY, PENNSYLVANIA
v.
OAWIN B. MORROW,
Defendant/Petitioner
:CIVIL ACTION. IN EQUIXY
:NO, 96.2865 CIVIL TERM
QRDE~OF COWT J~ ~
L ,."AND NOW, this Lf day of~, 1996'..1!.P~n ~~llilillfaUeR Ilf .
"V1' ~ ~ C(.Nl'l1~ CI{ I~ "',...'" ~ G.." VWl-h't4.u~
\"'~ ~~()ollti..u.l81l11rt P---h'g, it is HEREBY ORDERED AND
J e,.u,.~ "~"fAFJ ~,hN\..1
DECREED that the hearing previouely scheduled for May 30, 1996 at 2:00 p.m. is
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continued until the ~ day of <J V ~ , 1996; In the interim, the following is
hereby ordered:
a. Defendant shall return all corporate property to the corporate offices and
storage at 319 West Creek Road, Newburg, Cumberland County, Pennsylvania; and
b. Defendant shwl not remove the corporate property, other than for the
purpose of completing work projects, as needed on a day to rlay basis, for business
related reasons only; and
c. Defendant shall reinstate the business telephone line at the corporate
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headquarters at 319 West Creek Road, Newburg, Cumberland County, Pennsylvania,
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CHERYL ANN MORROW,
PLAINTIFF
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
V,
GAWIN B, MORROW,
DEFENDANT
96.2865 EQUITY TERM
9BOeR OF COURT
AND NOW, this 14th day of June, 1996, a hearing having been called on the
petition for a preliminary InJunction, and the parties agreeing that the hearing should
be continued while they make an effort to resolve their differences, IT IS ORDERED:
(1) The hearing scheduled this date, IS CONTINUED.
(2) The provisions set forth In the order entered on June 4, 1996 shall remain
In full force and effect pending further order of this court.
(3) Cheryl Ann Morrow shall Insure that business calls directed to 319 West
Creek Road, Newburg, thai require the attention of Gawln B. Morrow, are made
known to him.
By the Court,/ ./
Samuel W. Mllkes, ESquire
For Plaintiff
Kimberly S, Gray, Esquire
For Defendant
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CHERYL ANN MORROW,
PLAINTIFF
V,
GAWlN B. MORROW,
DEFENDANT
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
96.2865 EQUITY TERM
PRELIMINARY INJUNCTIO,.,
AND NOW, this 7th day of October, 1996, following a hearing on the cro...
petitions of plaintiff and defendant seeking a preliminary inlunctlon, IT IS ORDERED:
(1) Pending further order of court following an adjudication, Cheryl Ann
Morrow Is reinstated as an employee of Morrow Construction, Inc.'
(2) Pending further order of court following an adJudication, the provisions of
paragraphs (a), (b) and (c) in the order of June 4, 1996, shall remain in effect.
(3) The petition of Gawln B. Morrow to remove Cheryl Ann Morrow from her
responsibilities as an officer of Morrow Construction, Inc" IS CENIED,I
(4) Gawln B, Morrow and Cheryl Ann Morrow shall have full access to all
records of any type of Morrow Construction, Inc,
(5) Pursuant to Pa, Rule of Civil Procedure 1531 (b)(2) , Cheryl Ann Morrow
shall forthwith deposit $1.00 with the Prothonotary not later than seven (7) day. from
this date,
1, The President of the Corporation, Gawln B. Morrow, unlawfully discharged
Cheryl Ann Morrow as an employee of the corporation. Under Section 150 of the
bylaws of the corporation. the president can only discharge an employee lubJect to
the approval of the Board of Directors, The Board of Directors did not approve the
discharge of Cheryl Ann Morrow as an employee,
2, Gawln B. Morrow and Cheryl Ann Morrow are both officers and
shareholders of Morrow Construction, Inc, There is no petition currently before thll
court to appoint a receiver of Morrow Construction, Inc.
.
GAWIN B, MORROW,
Plaint iff
I~ THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
V,
CHERYL ANN MORROW,
Defendant
96-1986 CIVIL TERM
ORDEfLOLLQURI
AND NOW, this 3rd day of February, 1997, the parties
having agreed to the entry of the following, IT IS ORDERED:
1. All of the plaintiff wife's interest in Morrow
Construction, Inc., will be transferred to defendont husband,
Wife will make, execute, acknowledge, and deliver any ond all
documents necessary to confirm that transfer. Effective today,
February 3, 1997, wife resigns as director and officer of the
corporation and her salary and compensation from the corporation
shall terminate. Husband shall have the sole power to sign
checks and otherwise oct o~ behalf of the said corporation.
Husband shall be responsible to pay, or cause the corporation to
poy, all of the corporation's debts, including debts owed to
Orrstown Bonk and to his family, Husband sholl indemnify and
save wife harmless from any cost or expense caused to her by his
failure to make timely payment of those debts and obligations,
2, Wi fe sholl convey her interest in the marital
residence on West Creek Rood in Newburg, Cumberland County,
Pennsylvania, to husband. Husband will pay, in accordance with
its terms and provisions, the debt owed to PNC Bonk, N.A" which
is secured by a mortgage against that residence, and he sholl
indemnify and save wife harmless from any cost or liability
caused to her by his failure to make payment of that debt,
Husband shall, within five years of the dote of this order.
obtain wife's release from any obligation on the debt which is
sp,cured by that mortgage, by refinancing it or otherwise. and.
if he fails to do so within five years. husband shall sell the
house and apply the net proceeds to pay in full and satisfy that
mortgage and he shall retain any cash proceeds left after the
payment in satisfaction of that mortgage,
;, Husband sholl pay the current balances owed on the
following debts:
Sears charge card in the approximate amount of
$2.000.00,
Mellon Bank Master Card in the approximate amount
of $6.000.00,
MBNA charge card in the approximate amount of
$6.000,00,
J.C. Penney charge account in the approximate
amount of $428.00,
Hife shall pay the current balance owed on the Fashion
Lane charge account and the Bon-Ton charge. Each party shall
make such payments within 30 days of the date of this order and
shall indemnify and save the other harmless from any cost ar
expense by their failure to make payment of such debts,
4, Hife shall transfer to husbond 011 of her interest
in the 1994 Dodge Caravan automobile. Husband sholl pay. in
accordance with its terms and provisions. the debt owed to the
Orrstown Bonk. which encumbers the title to that vehicle. and
sholl indemnify and save wife harmless from any loss or cost
caused to her by his failure to moke the timely poyment of that
obligation.
5. The parties acknowledge thot the corporation.
Morrow Construction. Inc.. and the parties owe certain income
taxes for the tax years 1994. 1995. and 1996. They hove
estimated the balance owed on those taxes. after conferring with
their accountant, to be apprOXimately $27.000,00. With regard
to those taxes:
(0) Husband sholl be responsible to POY the
first $20,000,00 of all of those taxes due,
(b) The parties sholl file Joint tax returns for
1994, 1995. and 1996. and sholl couse the corporation to file
tax returns for the some years.
(c) Any tax liability, including penolty and
interest. owed by the parties or the corporation for the tax
years 1994. 1995. ond 1996. beyond the amount of $20.000.00 to
be paid by husband in accordance with sub-paragraph (0) hereof.
sholl be paid equally by the parties.
6. Husbond sholl pay wife the sum of $15.000,00 os
port of the equitable distribution of the marital property.
7. Husband sholl pay wife alimony 1n the amount of
Sl,980,OO per month, commencing with the first day of February
1997 and continuing for 24 consecutive months and ending with
the manth of January 1999. Such payment shall be deemed alimony
by both parties so that husband shall deduct them from his
income for tax purposes and wife sholl include those payments in
her income for tax purposes, The payments sholl not be subject
to modification at any time by any court or other tribunal and
the term sholl not extend beyond two years, and shall not sooner
be terminated bY the remarriage or cohabitation of wife, it
being the understanding of the parties that the term of the
alimony shall be for two full years and shall only be terminated
sooner than two years by the death of one or both of them,
8, Husband sholl provide insurance on his life naming
wife os the sole beneficiary in the amount of $50,000,00 for 0
period of two years after the dote of this order,
9. Husband sholl pay wife the sum of $1,964.46 to
reimburse her for certain medical, dental, and other health core
expenses she has incurred for herself and their children, The
parties will cooperate with each other and, if necessary, with
the Domestic Relations Office of this court to apply for and
obtain reimbursement from any insurance they hove for such
medical and health core expenses and any such reimbursement
received by them shall be paid to hushand. All of wife's other
claims for health core reimbursement or payment by husband, UP
to the dote of this order. ore deemed settled and resolved by
this payment, The parties shall cancel the hearing scheduled
before the Domestic R~lations Office for Februory 5, 1997.
10, Husband sholl provide or couse Morrow
Construction, Inc'., to provide for wife's benefit, health
insurance for a period of six months commencing on 1 February
1997.
11, The parties acknowledge that they hove previously
divided their tangible household goods and personal property
with the exception of the following items:
(0) A rocking chair which formerly belonged to
wife's grandmother which is still in the family residence which
wife shall retrieve from the residence at 0 time mutuallY agreed
upon by the parties.
(b) One computer, one typewriter, one fox
machine, and at least one calculator which belong or did belong
to Morrow Construction, Inc" which are now in wife's possession
which wife will return to husband at a time mutuallY agreed upon
by the par ties,
(c) Any items of clothing or personal effects
which belong to the children, which each party will cooperate to
return or restore to the possession of the children,
12, All payments required sholl be made, and all
deeds and other documents to be signed and exchanged sholl be
exchanged and delivered within 30 days of the date at this
order.