Suit filed after several members’ resignations
A lawsuit filed this week claims Trinity Christian School’s board of directors is non-functioning after several resignations.
The suit asks for an injunction forbidding the defendants from vetting, approving, overseeing, or appointing members to the TCS board of directors and a declaratory judgment that the board does not exist and the appointment of receivers for a board election. Alternatively, the suit requests the court order a special meeting to vote for new board members.
The suit was filed Monday by attorney John Gianola, on behalf of Misty Allen, a voting member of the school and parent of a student there. The school, superintendent Michelle Stellato, Todd Dlugos and Kevin McPherson are named as defendants. Dlugos is the “purported” chairman of the board and McPherson a “purported” director, according to the suit.
A “series of disputes and conflicts that lead [sic] to multiple board members resigning” as of Dec. 9, 2020, leaving the board of directors with only two members, Dlugos and McPherson, the suit said. As superintendent, Stellato does not have a vote on the board.
As a result of the resignations, the board is non-functioning because West Virginia law requires a nonprofit organization run by a board of directors to have at least three people, with the number declared in the bylaws or articles of incorporation.
The TCS bylaws, which are included as an exhibit in the lawsuit, said there should be seven members on its board. The members who resigned in December were not replaced according to the bylaws, the suit claims.
Members and previous directors of TCS have sought information about the school’s finances and have been unable to get it, the suit says. Allen believes that is because the school “lacks a functioning board of directors.”
As the bylaws are written, it would be impossible for the two remaining voting members to oversee the vetting and nomination of all other board members, the suit says.
On Dec. 16, Allen “demanded” a new election in writing and was refused, the suit says.
The defendants “appear to believe that they may function as the Trinity board of directors and continue to assert the authority of said board of directors,” which is the reason for the lawsuit.
The suit requests an injunction, which would stop the current board from taking any action and stop it from filling the five vacant spots.
It then seeks the appointment of three receivers to administer the school until a board of directors can be elected. It asks the receivers be ordered to work with Stellato to ensure the day-to-day operations of the school, advertise the vacant board seats and hold a special meeting as the bylaws dictate for nominees to be voted on.
Four former chairmen of the board who are not formally associated with the school anymore are suggested as possible receivers.
The Dominion Post was unable to reach the defendants in time for this report.
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