Letter to the Clergy and Parish Council - October 14, 2011

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LAW OFFICES
ANDERSON & KARRENBERG
A PROFESSIONAL CORPORATION

RICHARD A. KAPLAN
rkaplan®aklawfirm.com

50 WEST BROADWAY SUITE 700
SALT LAKE CITY, UTAH 84101-2035

TELEPHONE (801) 534-1700
FACSIMILE (801) 364-7697
www.aklawfirm.com

October 14, 2011

DELIVERED BY U.S. MAIL and BY EMAIL or BY HAND

Rev. Fr. Michael A. Kouremetis
5335 South Highland Drive
Salt Lake City, Utah 84117
Frmichaelk@gocslc.org

Phillip Floor
1487 South 1600 East
Salt Lake City, Utah 84105
Phill@MapConMapping.com

Rev. Fr. Matthew Gilbert · Holy Trinity Cathedral
279 South 300 West
Salt Lake City, Utah 84101
fr.matthewg@gocslc.org

James Mellos
40 North State #4b
Salt Lake City, Utah 84103
jim@ki-tech.com

Jim Mylonakis
3848 South 1860 East
Salt Lake City, Utah 84106
jmylonakis@hotmail.com

Ron Steele
4196 Abinadi Road
Salt Lake City, Utah 84124
Ron.steele@rossignol.com

Jim Priskos
1898 Fall View Drive
Sandy, Utah 84093

Joe Sasich
2918 Kennedy Drive
Salt Lake City, Utah 84108
Jesasich@aol.com

Elaine Zambos
P.O. Box 57953
Salt Lake City, Utah 84157
ezambos@yahoo.com

Jim Derby
sage9253@msn.com

=====================================================

Dear Reverend Fathers and Members of the Parish Council:

Re: Demand to Inspect Books and Records in Order to Have a General Assembly

This law firm represents a group of your parishioners who are stewards in good standing and members of the Church, acting through its nonprofit corporate entity, Greek Orthodox Church of Greater Salt Lake. They share a single and straightforward goal. That is to ensure that a General Assembly of all stewards eligible to participate takes place as soon as possible to facilitate elections that, as you know, are long overdue. Put differently, they are committed to reinstating the democratic processes that are a hallmark of the Church's proud tradition and are required by the laws of Utah as well as the organic documents of the nonprofit corporation and the Church itself.

As you know, the Church is legally required to maintain and to make available to its members under the statutes of the State of Utah certain documents and records. On behalf of our clients as members of the Church's corporate entity, and in exercise of their statutory rights, we hereby demand the opportunity to inspect and copy certain records of the Church that pertain directly to the convening of a properly constituted General Assembly..

First, pursuant to §16-6a-1602 of the Utah Code, my clients hereby demand the right to inspect and copy, during regular business hours, at the corporation's principal offices, on or before October 21, 2011, the following records which the Church, as a nonprofit corporation, is required to maintain under §16-61-1601 of the Utah Code:

"all resolutions adopted by the [Parish Council in the last three years] relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members.

Under section 1602 the right of members to inspect and copy such resolutions is absolute and unqualified. Although thus unnecessary to support the request, we note that it should be obvious to you that a review of such resolutions is essential in determining the pool of eligible voters and where legitimate challenges to disqualification may lie.

Second, under Section 16-61-1601(3), the Church as a nonprofit corporation "shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members." Such a record is also subject to inspection and copying by members on five days notice pursuant to section 16-61-1602 (3). Accordingly, my clients hereby demand to receive, inspect and copy, at the above time and place, a list of all parishioners who have been deemed members in good standing at any time during the last three years, together with their addresses. My clients certify that this demand is made in good faith and for a proper purpose­ namely, to enable my clients to determine the entire population of persons entitled to participate as voting members at or after a General Assembly. Such a determination is needed to ascertain the number of such persons necessary to constitute the 10% of the total membership required under the Bylaws to request lawfully an assembly of the parishioners.

Please understand that my clients are fully committed in good faith to participating in and contributing to the Church's governance through a lawfully convened and timely General or Special Assembly, to conduct its affairs in November of this year in time for elections no later than the second Sunday of December 2011, as was always done in years past pursuant to the Church's rules and traditions. Accordingly, you are hereby on notice that a failure or refusal to comply with this demand will leave my clients no alternative but to seek enforcement of their statutory rights and remedies in the courts of the State of Utah.

Please confirm to me no later than Thursday, October 20, at 5:00 p.m. your intentions with respect to complying with this demand. If I do not hear from you or your counsel, if any, by that time, we will assume you are complying and one or more parishioners I represent will appear to copy and inspect the demanded records the following day at 9:00 a.m.

Sincerely yours,
/s/
Richard A. Kaplan

cc: Metropolitan of Denver Isaiah (via fax (303) 333-7796)
      Rev. Fr. Sebastian Skordallos (via fax (646) 519-6514)