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Home My WebLink About99-00730 . . March 9, 1998 Mr. and Mrs. Bricker 56 Old Stonehouse Road Carlisle, PA 17013 Dear Mr. and Mrs. Bricker, Enclosed is a check refunding the first half of your deposit. We hope to be in a position to refund the remaining half next week (3/16 - 3/20). We would of course like to address all questions and concerns, but ask YOlltO understand we have an enomlOllS amount of incoming calls since March 4th in regard to the cancellation of Slimmer School. Thank you for YOllr patience. Post Office !lox 1l7~5 Aspcn, C:olor;ldo III li 1 ~ . ('liOI "~5.7711l . fax: (')70) 925.)(J<11 . c.",ail: dallceasp@rof.net hllp/ /WWW..l...II.tJOlJlirll..colll/daIlCl.ilSpl.l1 fJ,lIlo,A~p{'n, Inc i.. ,1 ~n I (('} (0\ J Illlrlpmfil dmit.lhle uQ;.1nizalion DrcliC:,1/f!d If) rim ,1t'1',mo.'lIlI'/1! of r/,mCl' ill IlIe Rf.w;nn Fork V.ll1{'~' VERIFICATION I have read the foregoing document and hereby verify that it is true and correct to the best of my knowledge, information and belief. I understand that any false statements made herein are subject to the penalties of 18 Pa. C.S.A. ~4904, relating to unsworn falsification to authorities. DATE: )--5 b r 'i 7 e;C-L ~1 Linda C. Bricker :," "," , i: .:\, .U;JI.LUIlHt .LU: I.&U t'AA --.-. ---'- -.. e2/25/1999 13:3B : ' 97B-92B ..27 5USI\N ~ PAGE 24 " '. " VERIFICATION I have read the foregoing document and hereby verify that it is true and correct to the best of my knowledge, information and belief. I understand that any false statements made herein are subjeot to the penalties 01.18 Pa. C,SA ij4904, relatingtounsworn falsification to authorities, DATE: d./O 8Jq~ I , Y~\4J,^'S.I~ Katbi S. BIetz , . , , '. .. DANCEASPEN (CO) Client Gurrentz Matter M. Bradshaw/Hbg Search Type Business Name Search Option Leading Character Search String Danceaspen Jurisdiction( s) Colorado Search Results --- Detail Title PRESIDENT Name KAELIN ST ASCHA Address 557 NORTH MILL STREET ASPEN CO 81611 Title EXECUTIVE VICE PRESIDENT Name GURRENTZ SUSAN Address POST OFFICE BOX V ASPEN CO 81612 Title TREASURER Name NEIL KENNETH M Address POBOX 6718 SNOWMASS VILLAGE CO 81615 Title SECRETARY Name DOMINICK MARY Address POBOX 5082 ASPEN CO 81612 ,\' Name KAELIN ST ASCHA Address 557 NORTH MILL STREET ASPEN CO 81611 -Name GURRENTZ SUSAN Address POST OFFICE BOX V Page 2 . . I , . .. '.. DANCEASPEN (CO) Client Gurrentz Matter M. Bradshaw/Hbg Search Type Business Name Search Option Leading Character Search String Danceaspen Jurisdiction(s) Colorado Search Results --- Detail ASPEN co 81612 Name HERRON ISABEL R Address POBOX 3092 ( ASPEN CO 81612 Name DOMINICK MARY Address POBOX 5082 ASPEN CO 81612 *** HISTORY INFORMATION *** Transaction Filing Date Comments ARTINC 09-22-1977 BALLET WEST IN ASPEN/SNOWMASS, INC. AMEND 04-02-1981 DF1 NAMCHG 04-14-1982 BALLET WEST IN ASPEN/SNOWMASS, INC. " Transaction _ Filing Date , Comments Transaction Filing Date Comments Transaction Filing Date Comments AMEND 04-14-1982 DF1 Page 3 I DANCEASPEN (CO) Client Matter Search Type Search Option Search String Jurisdiction( s) Gurrentz M. Bradshaw/Hbg Business Name Leading Character Danceaspen Colorado Search Results --- Detail Transaction AMEND Filing Date 05-16-1985 Comments DF1 Transaction SUSP Filing Date 09-30-1987 Transaction REINS Filing Date 12-29- I 988 Transaction AMEND Filing Date 03-22- I 989 Comments DFI Transaction NAMCHG Filing Date 07-27- 1989 Comments BALLET/ASPEN, INC. Transaction AMEND Filing Date 07-27-1989 Transaction SUSP Filing Date 09-30- I 989 - Transaction REINS Filing Date 10-12"1989 Transaction REPORT Filing Date 12-13-1990 Comments CR85 - 05/01/85 - 8524222 Transaction REPORT Filing Date 08-20- I 99 I Comments CR - 09/01/91 - 11/30/91 Transaction REPORT Page 4 " " " . , . . . ,.. " DANCEASPEN . (CO) Client Gurrentz Matter M. Bradshaw/Hbg Search Type Business Name Search Option Leading Character Search String Danceaspen Jurisdiction(s) Colorado Search Results --- Detail Filing Date 12-19-1992 Comments CR87 - 12/29/88 - 881109555 Transaction REPORT Filing Date 08-20-1993 Comments CR - 09/01/93 - 11/30/93 Transaction REPORT Filing Date 12-16-1994 Comments CR89 - 10/12/89 - 891100325 Transaction REPORT Filing Date 08-21-1995 Comments CR - 09/01/95 - 11/30/95 Transaction REPORT Filing Date 12-21-1995 Comments CR - 12/31/95 - SA 02/29/96 Transaction REPORT Filing Date 12-14-1996 Comments CR91 - 09/25/91- 911077268 Transaction REPORT Filing Date 08-15-1997 Comments CR - 09/01/1997 - 11/30/1997 ' ,. Transaction REPORT Filing Date 11-12-1993 Comments CORP REPORT , . Page 5 "','.,"'.'''' , , I '. '.' @ 8 Ii ~ ,~ ,~ 8 , fl ~ ~ . , 15 Pa,C.S,A. ~ 5716 NONPIWFIT CORPORATIONS (b) Prcsumptlon.-Absent breach of fiduciary duty, lack of good faith or self-dealing, actions takcn as a dircctor shall be presumed to be in the bcst interests of the corporation. (c) Cross referencc.-See seclion 5711 (rclating to alternativc pro- visions). 1990, Dcc. 19, P.L. 834, No. 198, S 102, imd. effective. AppllcabJllly Seclion 404(b) of Act 1990, Dec. 19, P.L. 834, No. t 98 provides lhat: "The provisions of Title 15 that arc derived from former 42 Pa,C.S. Ch. 83 Subch. F (relating to corporate directors' liability): "(1) shall not be consll1Jcd to repeal or olhcnvisc affect or impair IS Pu.C.S. ~ 1728 (relating to interested directors or officers; quonlm) or 2538 (relating to approval of transactions with inter. ested shareholders) or 42 Pa.C.S. 9 8332.2 (relating to officer, director, or trustee of nonprofit organization negligence standard); and "(2) sbaU 1101 apply to: "(i) any actions filed prior to Janu- ary 27. 1987. nor to any breach of performance of dUly or :.my failure of Historical and Sllllulory Notes performance of duty by any director or officer of a busines!: cOllloration occurring prior to that dute; or "(ii) any actions filed against 01' any breach of performance of duty or any failure of performance of duty by any director or officer of any other domestic corporation for profit or not-far-profit occurring prior 10 the date that such corporation first be. came or become!'. subject to former 42 Pa.C.S. Ch. 83 Subch. F 01' IS Pa.C.S. Ch. 5 Subch. B (relating to indemnification and corporate di- rectors' liability)." Official Source Nole':""'1990: Reenactment of former 15 Pa.C.S. 9 511 (b) and (c), limited to nonprofit cor. porations. Compare new 15 Pa.C.S. !is St6 alld 17t6. Corporations 320(1 I). Library Rercrences "'310(1), 319(7), WESTLAW Topic No. tOI. C.J.S. COll)Orations ~ 475 to 489. ~ 5717. Limitation on standing The duty of the board of directors, committees of the board and individual directors under section 5712 (relating to standard of care and justifiable reliance) is solely to the nonprofit corporation alld may be enforced directly by the corporation or may be enforced by a member, as such, by all action in the right of the corporation, alld may not be enforced directly by a member or by any other person or group. Notwithstanding lhe preceding sentence, sections 5715(a) and (b) (relaling to exercise of powers generally) and 5716(a) (relat. ing to alternative standard) do not impose upon the board of di. rectors, committecs of the board and individual directors, any legal or equitable duties, obligations 01' liabilities or create any right or calise of action against, or basis for standing to sue, the board of directors, committees of the board and individual directors. 1990, Dec. 19, P.L. 834, No. 198, S 102, imd. effective. For Title 15, Purdon's Statutes, see post 330 .. OFFICERS, DlRECTI ,>. if ,,' ,. HI \.i i,I. ApJlllellblllty :f Section 404(b) of Act 19 ~ P.L. 834, No. 198 provides' :% "The provisions of Title > derived frol11 former 42 Pn ::l~ I,,, Subch. F (relating to carpal' -, liability): "(I) shall not be constn or otherwise affect or impl ~ 1728 (relating to intere~ or officers; quorum) or 2 to approval of transactio!". estccl shareholders) or ~ 8332.2 (relating 10 om, or trustee of nonprofit negligence standard); and "(2) shaU not apply 10: "(i) any actions filed f- 31)' 27, 1987, nor 10 a. performance of duty or 1 performance or duty by Corporations ~3 I 9(5), 32' WESTLAW Topic No. 101. SUBCHAF AND M Section 5721. Board of directors 5722. Qualificatiolls of d 5723. Number of directo 5724. Term of office of , I 5725. Selectioll of direcI 5726. Removal of dirccl, 5727. Quorum of alld aC I' 5728. Interested rncmbcl I 5729. Votillg rights of di l' 5730. Compensation of c 5731. ' Executive and otlu . 5732. Officers. r J 5733. Removal of officen , 5734. Other body. ;i" I" Hisl .",1. ~":,This subchapter, which W~ ,';,; ~e~ignated as Subchapter B, \ "." '~frt! '1.'.". '{- For Title >~ r- r-: r:~: '" l:~ .,!:.... , l.~ r.'~ (:':1 ::J <' ., ();$ (U '..-. i_)::':.;. 1.,.- ,0'- ...' :~.:.! :..'J , '- E.I, '~d 1~ f) , .~; ,.,.:.:.. 1'1. ! t: Z 1I U.J ,. =.:;:; ,~'r) rL i.~:. C"J :s C;J (,) .~ .' . ~ 11. Admitted. 12. Admitted. 13. Denied. The averments of paragraph 13 constitute conclusions of law to which no response is required under the Pennsylvania Rules of Civil Procedure. To the extent that a response is deemed required, the averments are specifically denied. By way of further answer, while it is true that Defendants Kaelin and Herron do not reside in Pennsylvania and, to the best of Plaintiffs' knowledge, do not own property in Pennsylvania, each of them did participate in the solicitation of business in Pemisylvania as set forth in Plaintiffs' complaint; each of them availed themselves of the benefits and protections of Pennsylvania law in soliciting business from Plaintiffs, among others, in Pennsylvania; each of them participated in the financial decisions which resulted in the conversion of Plaintiffs' funds and the actions which resulted in refund checks payable to Plaintiffs being returned for lack of sufficient funds; each of them knew or should have known that due to their acts and omissions, they would be subject to action before Pennsylvania courts; and each ofthe~ actively participated in mishandling of financial matters which resulted in the conversion of Plaintiffs' deposit monies. Further, Plaintiffs' complaint specifically alleges that , Defendants Kaelin and Herron actively participated in acts or omissions which constituted common law fraud and breaches of the Pennsylvania Unfair Trade " -4- i,' " Exhibit A Ins 1484':. ,/:0,,., .'}".i','~ , 19 c.J.S.. Corporations. ~ ~ 469-472. ::;~.;. ,'iC ,\t-' . .;" the authority and shall perform "r ,\IS or, to the extent not inconsis~ .J. , by the board of directors or by': ~~-: July 1, 1998. ,. , \n o(~cer may resign at any time 'poratlOn. ,tice is received by the nonprofit c. Ie board o( directors may permit ld may (ill the pending vacancy ;sor does not take office until the ficer at any time before the effec- lid of directors may remove any 'he board of directors may make by the voting members. lOintment has expired may deliv- lct pursllant to section 7-136-108. JlIly 1, 1998. " 19 c.J.S., Corporations, ~ 454. ) The appointment of an officer ,"tract rights, if any, with the non- ,: the nonprofit corporation's con- JlIly I, 1998. ICT and officers. (1) Each director ,g the director's duties as a mem- discretionary authority shall dis- ke position wOllld exercise under ieves to be in the best interests of led to rely on information, opin- s and other financial data, if pre- fit corporation whom the director 1t in the matters presented: rson as to matters the director or ,~?; ssio~al or expert ~ompetence; or other persons whose position ,rganization with which the non: ,lieves justify reliance and confi- 1485 Directors and Officers 7-128-403 dence and who thc dircctor or officcr bclievcs to be reliable and compctent in the matters prcsellted: or (d) In the case of a director, a cOlllmittee of thc board of directors of which the director is not a member if the director reasonably believes the committee merits confidence. (3) A director or officer is not acting ill good faith if the director or officer has knowl. edge concerning the matter in qllestion that makes reliance otherwise permitted by sllbsec. tion (2) of this scctioll unwarrantcd. (4) A director or officer is not Iiablc as sllch to the nonprofit corporation or its members for any action taken or omitted to be taken as a director or officer, as the case may be, if, in connection with sllch action or omission, the director or officer performed the duties of the position in compliance with this section. (5) A dircctor, regardless of title, shall not be deemed to be a trustee with respect to the nonprofit corporatioll or with respect to any property held or administered by the nonprofit corporatioll inclllding, withollt limitation. property that may be subject to restrictions imposed by the donor or transferor of such properly. Source: L. 97: Entire article added, p. 698, * 3, effective JlIly I, 1998. 7-128-402. Limitation of certain Iiahilities of directors and onicers. (I) If so provided in the articles of incorporation. the nonprofit corporation shall eliminate or limit the per- sonalliability of a director to the nonprofit corporation or to its mcmbcrs for monetary damages for breach of fidllciary duty as a director: except that any such provision shall not eliminate or limit the liability of a director to thc nonprofit corporation or to its members for monetary damages for any breach of the director's dllty of loyalty to the nonprofit cor- poration or to its members, acts or omissions not in good faith or that involve intentional miscondllct or a knowing violation of law, acts specified in section 7-128-403 or 7.128-501 (2). or any transaction from which the director directly or indirectly derived an improper personal bCllefit. No such provision shall eliminate or limit the liability of a director tothe nonprofit corporation or to its members for monetary damages for any act or omission occllrring before the date when such provision becomes effective. (2) No director or officer shall be personally Iiablc for any injllry to person or property arising out of a tort committcd by an employee lInless such director or officer was person- ally involved ill thc sitllation giving rise to the litigation or 1I1lless such director or officer committed a criminal offense in connection with such situation. The protection afforded in this slIbsectioll (2) shallllot restrict other common law protectiolls alld rights that a direc- tor or officcr may have. This sllbscctioll (2) shall not restrict the nOllprofit corporation's right to elimillate or limit the personal liability of a director to the nonprofit corporation or to its members for monetary damages for breach of fidllciary dllty as a director as provided in subsection (1) of this section. Soorce: L. 97: Entire article added, p. 699, * 3, effective JlIly I, 1998. L. 98: (1) amended, p. 624, * 30, effective JlIly 1. ' 7-128.403. Liability of directors for unlawful distributions. (1) A director who votes for or assents to a distribution made in violation of section 7.133-101 or the articles of incorporation is personally liable to the Ilonprofit corporation for the amount of the distri- bution that exceeds what cOllld have been distribllted withollt violatillg said section or the articles of incorporation if it is established that the director did not perform the director's dllties in compliance with section 7-128.401. In any proceeding commenced under this sec- tion, a dircctor shall havc all of the defenses ordinarily available to a director. (2) A director held liable lInder sllbsection (I) of this section for an unlawful distribll- tion is entitled to contribution: (a) From every other director who could be held liable lInder subsection (I) of this sec- tion for the unlawflll distribution; alld ' (b) From cach persoll who accepted the distriblltioll kllowing the distriblltion was made in violation of section 7-133-101 or the articles of incorporation, the amount of the contri- bution from such person being the amollnt of the distribution to'that person that exceeds what could have bcen distribllted to that person withollt violating section 7-133-101 or the articles of incorporation. ,I .i I' i I r '. I , I I I I I I , ,I I: I: ,I I 'i !/ Ii I I , I ::: a ) ~ \';' (": " I .~ ;-=s'~ :,~; , , u :;..:: ~-. ) /~')~ ;...;.- , '. -- ~':. " '~~~ ;C-;! .' ~ (j .' , "') ;":.'Cfl , ,:;';; , , /,.. = IlJ . 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