AlaFile E-Notice

To: William K Bradford

wkb@bradfordladner.com

01-CV-2012-903414.00

NOTICE OF ELECTRONIC FILING

IN THE CIRCUIT COURT OF JEFFERSON COUNTY, ALABAMA

The following complaint was FILED on 5/29/2013 3:59:37 PM

KAREN CARROLL V. GIRL SCOUTS OF NORTH-CENTRAL ALABAMA INC.

01-CV-2012-903414.00

Notice Date: 5/29/2013 3:59:37 PM

ANNE-MARIE ADAMS

CIRCUIT COURT CLERK

JEFFERSON COUNTY, ALABAMA

JEFFERSON COUNTY, ALABAMA

BIRMINGHAM, AL 35203

205-325-5355

anne-marie.adams@alacourt.gov

Page 1 of 6 Carroll v. Girl Scouts of North-Central Alabama, Inc.

IN THE CIRCUIT COURT OF JEFFERSON COUNTY, ALABAMA

KAREN CARROLL, PETITIONER, V. GIRL SCOUTS OF NORTH-CENTRAL ALABAMA, INC., an Alabama non-profit corporation, RESPONDENT.

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CV 2012 - 903414

______________________________________________________________________________

COMPLAINT FOR DECLARATORY JUDGMENT

______________________________________________________________________________ COMES NOW the Plaintiff / Petitioner, Karen Carroll and Amends her previous filings under Case Number CV 2012-903414 to assert the following Complaint for Declaratory Judgment against the Defendant / Respondent, Girl Scouts of North-Central Alabama, Inc. pursuant to Code of Alabama, 1975 §§ 6-6-220 to 6-6-223, and Rule 57 of the Alabama Rules of Civil Procedure, and states as follows: 1. That the Plaintiff, Karen Carroll (hereinafter “Plaintiff’ or “Carroll”) is over the age of nineteen (19) years and is a resident of Jefferson County, Alabama. Further, Plaintiff is a registered Member of the General Membership, as defined in Article III of the Bylaws of Girl Scouts of North-Central Alabama Inc. 2. The Defendant, Girl Scouts of North-Central Alabama, Inc., (hereinafter “GSNCA”) is a nonprofit corporation organized under the laws of the State of Alabama. 3. GSNCA operates a Girl Scout Council serving Girl Scouts in a 36 County area in North Central Alabama, and subject to the laws of the State of Alabama, the code of the Girl Scout movement, as well as the Articles of Incorporation and Bylaws of GSNCA. 4. GSNCA is a member organization, with a current general membership of approximately 15,000 girl scouts and 5,000 adult members. According to Article III,

ELECTRONICALLY FILED5/29/2013 3:59 PM

01-CV-2012-903414.00CIRCUIT COURT OF

JEFFERSON COUNTY, ALABAMAANNE-MARIE ADAMS, CLERK

Page 2 of 6 Carroll v. Girl Scouts of North-Central Alabama, Inc.

Section 1, “Any person registered with the Council as a Girl Scout is deemed to be a member.” 5. As of the time of the filing of this Complaint, GSNCA owns the following real property: Six tracts of land designated as Camps (Anderel, Coleman, Tombigbee, Trico, Cottaquilla and KPC), five (5) Service Centers, and a Headquarters. 6. The programming conducted at the above noted Girl Scout Camps has been dedicated to promoting the mission of the Girl Scouts; building girls of courage, confidence and character. The programming has been directed at Girl Scouts from grade school age through high school, through the development of a wide range of camping and outdoor experiences and activities. The Girl Scout Camps noted above have played an integral part in the operation of the organization and the delivery of programming to its members. 7. On April 28, 2012 GSNCA conducted its Annual Meeting. At the Annual Meeting the Property Committee presented an oral report to the membership. The report conveyed information regarding the camps and camp usage. The report also included the finding of the Property Committee that based on the current membership at that time, GSNCA could not continue to operate all of its current facilities at the desired standard of service. However, the report did not contain a mention of a “three phase-property plan,” nor did the report mention that the Board of Directors was considering such a plan that included the sale of the camps. 8. On May 9, 2012 the Property Committee presented the Board of Directors with a recommendation for a three-phase property plan. The three-phase property plan includes the following:

PHASE ONE Selling Camp Anderel – a 187 acre camp near Rogersville, AL Selling Camp Tombigbee – a 97 acre camp in Greene County, AL Selling the Birmingham Service Center – Currently the Headquarters of GSNCA PHASE TWO Selling Camp Trico – a 109 acre Camp on Lake Guntersville, AL Selling Camp Coleman – a 140 acre Camp in Trussville, AL Close Gadsden, AL Office. PHASE THREE Conducting a feasibility study regarding the sale of Camp KPC and Camp Cottaquilla Camp KPC is a 600 acre camp in Shelby County, AL Camp Cottaquilla is located in Calhoun County, AL

Page 3 of 6 Carroll v. Girl Scouts of North-Central Alabama, Inc.

The plan calls for selling four of the six camps outright and potentially all six of the camps. 9. On May 9, 2012, the Board of Directors voted to approve the three-phase property plan, including the sale of the property. 10. No vote of the general membership or of the delegates elected by the general membership was taken to approve either the three-phase property plan or the sale of the camps. The decision to approve the property plan and the sale of the camps was made solely by the Board of Directors. 11. According to pleadings filed by GSNCA in the underlying Rule 27 Petition, as well as documents provided in response to the Petition, the camps are valued as follows:

According to GSNCA the total tax appraised values for Camps Anderel, Trico, Coleman, Cottaquilla, and KPC is approximately 19.4 million dollars. This does not include Camp Tombigbee, for which a tax-appraised value could not be located. According to GSNCA the total tax appraised value of the four camps to be sold in Phase One and Two (Anderel, Trico, Tombigbee, and Coleman) is approximately 11.9 million dollars. This figure used an approximate net value for Camp Tombigbee.

12. The combined value of the camps represents substantially all of the property of GSNCA. Based upon a consideration of both qualitative and quantitative measurements, as well as the overall mission and history of the Girl Scouts, the sale of the camps represents the sale or disposition of all or substantially all of the property and assets of GSNCA. 13. Code of Alabama, 1975 § 10A-3-6.01 provides:

Sale, lease, exchange, or mortgage of assets. A sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a nonprofit corporation may be made upon the terms and conditions and for the consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the following manner:

Page 4 of 6 Carroll v. Girl Scouts of North-Central Alabama, Inc.

(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending the sale, lease, exchange, mortgage, pledge or other disposition and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of the nonprofit corporation shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. At the meeting the members may authorize the sale, lease, exchange, mortgage, pledge, or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the nonprofit corporation therefor. The authorization shall require at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting. After the authorization by a vote of members, the board of directors, nevertheless, in its discretion, may abandon the sale, lease, exchange, mortgage, pledge, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members.

Code of Alabama, 1975, § 10A-3-6.01(a) (emphasis supplied) 14. Section 10A-3-6.01(a) provides that where all or substantially all of the property and assets of the organization are to be sold or otherwise disposed of the decision must be made by the members eligible to vote after proper notice of a meeting to decide the issue. Further, the decision to sell or dispose of all or substantially all of the property and assets must pass by a two-thirds vote of the members. 15. The GSNCA Bylaws, a copy of which are attached as Exhibit “A,” do not exclude the members from voting on a proposed sale of property, nor do the bylaws provide for a method or a percentage of the vote required to sell property which is different from that set out in § 10A-3-6.01. Further, the bylaws do not provide that the Board of Directors have the authority to make a decision to sell or dispose of all or substantially all of the property and assets of GSNCA by a vote of the Board of Directors alone. 16. There exists a justiciable controversy between the parties as to the respective rights, duties, authority, and obligations of the parties in relation to the decision to sell or otherwise dispose of all or substantially all of the property and assets of

Page 5 of 6 Carroll v. Girl Scouts of North-Central Alabama, Inc.

GSNCA, namely whether the voting membership of GSNCA is entitled to vote upon the proposal to sell the camps owned by GSNCA, and the requirement of a two-thirds vote of the membership to approve such a sale or disposition. 17. The Defendant has the stated position that the Board of Directors may make a decision to sell the camps by their vote alone, and without the necessity of presenting the issue to the voting membership for a two-thirds vote. 18. The Plaintiff seeks a judgment of this Court declaring that the sale of the camps as contemplated in the three-phase property plan constitutes the sale or disposition of all or substantially all of the property and assets of GSNCA, and as such, requires the matter to be put to a vote of the voting membership, and that the vote of the membership required to approve the sale and/or the property plan is a two-thirds vote of the membership. WHEREFORE PREMISES CONSIDERED, the Plaintiff prays for this Honorable Court to take jurisdiction of this matter, and declare the rights, duties and liabilities of the parties, and to enter a judgment declaring as follows:

a. That the requirements of Code of Alabama, 1975, § 10A-3-6.01(a) govern the sale or disposition of the real property of GSNCA; b. That the membership is entitled by law to proper notice of the issue and a meeting at which the issue will be voted upon by the membership; c. That the decision must be put to a vote of the eligible voting members of GSNCA; d. That a two-thirds vote of the eligible voting members is required to approve the sale of the properties; e. That the Board of Directors of GSNCA does not possess in and of itself the authority to authorize the sale of the properties as set out above; and f. Granting any other or further relief in law or equity to which the Plaintiff may be entitled.

Page 6 of 6 Carroll v. Girl Scouts of North-Central Alabama, Inc.

Respectfully Submitted, /s/ William K. Bradford William K. Bradford (BRA079) Attorney for Plaintiff / Petitioner wkb@bradfordladner.com /s/ Amber L. Ladner Amber L. Ladner (LAD004) Attorney for Plaintiff / Petitioner amber@bradfordladner.com OF COUNSEL: BRADFORD LADNER, LLP. 3928 Montclair Road, Suite 208 Mountain Brook, AL 35213 (205) 802-8823

CERTIFICATE OF SERVICE I hereby certify that I have served a true and correct copy of the foregoing upon the persons listed below or their counsel of record via electronic means through AlaCourt electronic filing, or via U.S. Mail, postage paid and properly addressed if so indicated below on this the 29th day of May, 2013. Daniel J. Burnick, Esq. Sirote & Permutt, P.C. 2311 Highland Avenue South Birmingham, A 35205 /s/ William K. Bradford OF COUNSEL

ELECTRONICALLY FILED5/29/2013 3:59 PM

01-CV-2012-903414.00CIRCUIT COURT OF

JEFFERSON COUNTY, ALABAMAANNE-MARIE ADAMS, CLERK