January 24, 2008

Timeline and Events

10/11/07 Defendants were served the complaint papers

10/30/07 Special BOD Meeting; Special Litigation Committee formed

11/7/07 Defendants filed Demurrer and Motion to Strike

2/7/08 Original Court Date; later postponed

3/27/08 New Court Date on Demurrer/Motion to Strike

A Demurrer is a formal objection regarding legal sufficiency of bringing a lawsuit; a plea denying the truth of the charges against a Defendant.

A Motion to Strike is a request for a judge to eliminate all or a portion of a lawsuit on any one of several grounds.

The SCCA Defense

The SCCA attorney has filed a Demurrer and Motion to Strike based on these key points:

§ Court should not interfere with intra-association disputes: Case law Raiders vs. NFL: Association is in a better position to govern its internal operations than the Court (particularly where the Court knows nothing about the sport of cricket and the Court should not take away the voting rights of its Members by interfering).

§ Plaintiffs in violation of Code of Civil Procedures: Plaintiffs failed to obtain Court approval prior to filing claims of negligence against voluntary, uncompensated directors of a non-profit corporation.

§ Plaintiffs do not adequately represent the members of the SCCA, so they cannot file a derivative lawsuit against the SCCA on behalf of SCCA members. Plaintiffs' lawsuit is a disguised attempt, asking the Court for an order allowing them to be able to become a Woodley home team despite their lack of seniority;

§ Plaintiffs Azaro and Ahmed cannot sue the SCCA or its directors because they are not members of the SCCA; they are just two individuals from their clubs;

§ The lawsuit fails to set forth sufficient facts and fails to allege any viable theory of liability against the Individual Directors and the SCCA.

SCCA Special Litigation Committee

On October 30, 2007, the SCCA BOD held a special BOD meeting to assign a Special Litigation Committee (committee) to address the lawsuit filed by Citrus Valley Cricket Club, Victoria Cricket Club, Ms. Uzma Ahmed and Mr. Azaro. The following six individuals were nominated by the Directors present and ratified by the Board at that meeting:

Masud Zaidi of Corinthian CC (committee chair)

Dinesh Patel of Inland Empire CC

Suresh Nair of United CC

Dr. Tony Verity of University CC

Mehboob Aslam of Friends CC

Dr. Atul Rai of Santa Barbara CC

This committee was assigned the responsibility of addressing all matters related to the lawsuit including working with the attorneys, conducting research, and handling the financial matters, as an unbiased and impartial body within the SCCA. The committee has conducted a detailed assessment of the complaints document as filed by the Plaintiffs. The following is a summary and the details of the committee’s assessments.

1. The committee finds that almost all the allegations in the complaints are non-specific and therefore the committee required clarification from the Plaintiffs on the details for a better understanding.
2. The committee made multiple attempts (11/12/07; 11/14/07; 11/19/07; 12/5/07) to meet with the Plaintiffs in order to inquire about the details and specifics. The Plaintiffs ignored the committee’s requests to meet in person and also ignored the request to provide the answers to the committee’s questions in writing as an alternative to meeting in person.
3. The committee finds that all of the matters stated in the lawsuit should have been addressed within the SCCA without resorting to a lawsuit. The SCCA bylaws (Article II, Section 4 Meetings) allow SCCA members to call a special meeting in order to address any matter of importance, via a written request from 75% of the member clubs. The Plaintiffs did not approach the fellow SCCA directors to call such a special meeting to address their concerns but filed the lawsuit instead that has resulted in an extraordinary expense to the Association.
4. The committee finds no merit in any of the allegations noted in the complaint. The committee believes that the Defendants named in the lawsuit capriciously have been unduly subjected to this burden and mental anguish while acting as volunteers to assist with the Association management so all member clubs can enjoy the game of cricket. The committee emphasizes upon the fact that the amount of resources and time available to the SCCA by its volunteer workers is very limited, and must be used wisely in order to operate the Association in an effective manner.
5. The committee concludes that the Defendants have conducted their assigned duties to the best of their abilities, and in good faith. The committee recognizes that the Defendants are not trained in non-profit corporate governance or experienced legal or managerial professionals in this field. The committee also recognizes that the Executive committee Defendants were voted into their positions by the membership as a whole and unopposed. Again, there is no evidence that the Defendants breached their fiduciary duties to the SCCA, and there is no evidence that the Defendants acted in a negligent manner or failed to act in a manner beneficial to the SCCA. The committee emphasizes that the SCCA and its member clubs should be thankful to these volunteers for their time and efforts for the sole purpose of benefiting the cricket community of Southern California.

Plaintiffs’ complaints note the following three Causes on which the lawsuit is based:

First Cause of Action: Breach of Corporations Code against all Defendants

Second Cause of Action: Breach of Fiduciary Duties against MS, VR, AB, NK, GW

Third Cause of Action: Breach of Bylaws, Articles of Inc., against all Defendants

The committee has reviewed the complaints document and found the following items related to each individual Cause:

1. Complaint on alleged breach of the Corporations Code

Allegations: Complaints Reference Paragraphs: 19, 20, 23, 24, 35, 38-42, 48, 49

Did not follow the SCCA bylaws governing the corporation

Passed resolutions without quorum

Passed bylaws amendments without proper vote

Refused Plaintiffs’ demands for inspection of SCCA books for past six years

Refused to address Smith Murphy expenses as questioned by Azaro

Committee’s Findings and Assessment:

A. The complaints offer little specifics on actual incidents within the SCCA that breached the Code and the Plaintiffs ignored the request to meet with the committee to provide any details.

B. The committee finds no bylaws amendments or resolutions passed by the SCCA without proper vote.

C. Regarding Azaro’s demand to see minutes from 10/19/2006 and 11/15/2006 Executive Committee meetings, the committee has concluded that the meeting minutes were not made available to the new SCCA Executive by the previous secretary of the 2006 Executive upon multiple attempts. Mr. Azaro was made aware of this fact. This unavailability of minutes does not equal a breach of fiduciary duty by the Defendants.

D. SCCA meeting minutes from 2007 indicate that meetings were held in a legal manner with proper quorum per latest bylaws when any resolutions were passed.

E. SCCA has made exceptions in its rules at times, through resolutions with a majority vote, to take action for the good of the members. Citrus Valley’s inclusion into the SCCA membership in 2007 was one of these exceptions. CVCC had submitted their membership application in January 2007, after the December 2006 deadline prior to the AGM. The January 2007 meeting minutes indicate that a resolution was passed to suspend the application deadline and accept CVCC’s application (motion by K. Dunagan, seconded by Azaro – Plaintiff). Therefore, the Plaintiff CVCC is in fact a benefactor of the rules divergence SCCA has made, but with proper protocol and for the benefit of its members.

F. SCCA account balances are announced by the Treasurer at each BOD meeting, and published in the minutes by the Secretary. This act satisfies the communication requirements.

G. The Defendant Treasurer, Nasim Khan, is new to this position starting in 2007. The previous Treasurer, Mr. Mihir Gandhi, was not made party to this lawsuit by the Plaintiffs.

H. The complaint does not note what specific documents were requested to be shown to the Plaintiff; the term “books” is very general. The Plaintiffs ignored the committee’s requests to meet and provide any details on this request.

2. Complaint on alleged breach of fiduciary duties against MS, VR, AB, NK, GW

Allegations: Complaints Reference Paragraphs: 2, 16, 19, 21, 22, 24, 25, 26, 35, 36, 42, 45, 46, 49

Destroyed semblance of democratic participation

Consolidated and centralized their own power

Failed to act in good faith

Promoted self-interest; conspired for personal benefit and financial gain

Financial gain and other competitive advantages

System of unfairness for the benefit of certain members

Subsidized expenses for certain members

Selection of themselves and friends for regional teams

Personal benefit and financial gain by V. Reddy: Hosting of LA Open for personal monetary gain; Contracting with self-owned Minute Man Printing and Copy Center at higher than market prices for 2007 SCCA Scorebooks and Schedule Books

Committee’s Findings and Assessment:

A. This general complaint is connected to several other complaints, such as, personal gain by these individuals; changing of bylaws; SCCA team selection per their own personal preferences, etc.

B. The SCCA Articles of Incorporations state the Executive is elected by the BOD. The Executive works at the pleasure of the BOD. It should be noted that the current Executive body was elected unopposed, along with Sunil Ramineni of Plaintiff Victoria CC as the Treasurer, but Sunil resigned at the start of the 2007 season and the post was accepted by Nasim Khan upon request from the Executive. No one else wanted to take up these positions at the 2006 AGM.

C. No names or actual incidents of self-interest and/or financial gain are mentioned in the complaints, except V. Reddy for printing costs and LA Open. The Plaintiffs ignored the committee’s requests to meet and provide these details.

D. No specific names are mentioned of any individuals regarding subsidized expenses. The Plaintiffs ignored the committee’s request to meet and provide this detail.

E. No specific names are mentioned of any individuals regarding selection in regional/national teams. The Plaintiffs ignored the committee’s request to meet and provide this detail. However, the committee finds that due process of selection takes place including trials. Lists of as many as 36 potential players are published on the SCCA website and further narrowed down to final 14 over an extended period and at different stages. The final 14 are announced on the website.

F. Printing of SCCA schedule books and materials:

i. The committee concludes that it was more practical, economical, and speedy to use Mr. Reddy’s company Minuteman over other printing companies as Minuteman discounted their services to the SCCA.

ii. The SCCA schedules and other materials frequently have many last-minute revisions. Minuteman did not charge for making such changes in typesetting or printing which can typically result in much higher printing costs and longer turnaround times. This was a critical reason for using this company since other printing companies would normally require longer advance notice and turnaround time and charge additional money to make typesetting changes and the graphic design. In the committee’s view, the extra savings on the typesetting revisions charges, graphic design, and the quick turnaround on the materials despite such revisions were decisive reasons for using Reddy’s Minuteman for SCCA printing jobs regardless of any other factors.

iii. The SCCA printing job was not a large one. The SCCA ordered approximately 1,000 schedule booklets (of 28 pages of 5.5 x 8.5 in size) and 45 scorebooks. The 2007 expense for printing was $2,814.50 for schedule booklets and $1,096.03 for scorebooks (both amounts include sales tax). Given the small size of this order and the small amount of revenue a printer would make on a job like this, many local printers are likely not interested in the job.

iv. The SCCA also based its decision to use Minuteman on its previous experience and knowledge of printing costs. Books were previously printed by Mr. Imran Habib (International CC) of Superfast Printing. However, in approximately 1999, Superfast Printing refused to produce SCCA materials stating that their costs outweighed the amount paid by the SCCA to produce those materials.

v. FedEx Kinko’s quotes $5,100 for a similar order of booklets (minus some volume discount). The printer requires the text content in finished electronic printing format without any typesetting needed while the SCCA must create and furnish its own graphic design and artwork (cover page design and color scheme, advertisements, etc. in finished format). In comparison, all the graphic design work was included in the Minuteman’s total price without extra charge.

vi. The committee believes that advances in digital printing technology will continue to make this field more competitive in pricing with time, therefore, today’s prices will be different tomorrow.

G. The matter of Los Angeles Open Tourney:

i. L.A. Open is a private business venture of Oracle Sports Management, LLC, with three known principals: Mr. Kamlesh Doshi, Mr. Nilesh Bhakta, and Mr. Veman Reddy (SCCA president 2003-2006). Their income information from the LA Open tournament, therefore, is neither available to the SCCA, nor is a concern to the SCCA as long as the SCCA achieves its objective with the LA Open being played at Woodley. The SCCA does not pay Oracle Sports Management, LLC for their work in hosting and planning the LA Open.

ii. The SCCA Executive has been cautious about seeking direct payment from LA Open for the grounds usage due to its non-profit status and its agreement with the City Parks & Rec. Dept. regarding Woodley. It was, however, discussed in July 2007 BOD meeting that the SCCA may charge preparation fees for the usage of its equipment, wicket/ground preparation staff, certified umpires, etc.

iii. SCCA’s main objective and benefit from the LA Open has been to gain international recognition and to help the sport of cricket throughout Southern California. The SCCA agreed to have Oracle Sports take on the job of planning, funding, obtaining licenses and permits and hosting the event as well as obtaining international participants, in exchange for the use of the Woodley grounds for one weekend out of the year. As a result of this agreement, the SCCA benefits by being invited to enter one team into the competition free of charge; receiving international recognition and publicity due to the presence and support of celebrities and international cricket stars; and the LA Open organizers’ donation to the SCCA Youth Development program.

iv. The publicity received by the SCCA helps the SCCA attract additional members and players to the SCCA.

v. The SCCA BOD has always agreed that the benefits to the SCCA far outweigh the expense of allowing LA Open to utilize Woodley grounds for one weekend.

3. Complaint on alleged breach of bylaws, Articles of Inc., against all Defendants

Allegations: Complaints Reference Paragraphs: 3, 19, 20, 25, 29, 30, 31, 35

Retaliation against Azaro and Ahmed

SCCA BOD and Individual Defendants ignored Plaintiffs’ demands

Illegally removed Azaro from BOD

Sood did not inform CVCC of no-show by Cerritos CC on Sep. 8^th

Sood refused forfeit points in favor of CVCC

Unfair selection for regional and national SCCA teams

Unequal treatment of SCCA member clubs

Woodley teams do not pay enough to cover the Woodley expenses

Non-Woodley teams pay for Woodley grounds expenses

Non-Woodley teams have disadvantages in recruiting and retaining players

Executive use biased and arbitrary system of assigning Woodley as Home

Executive assigned Woodley to Reddy’s team (Vijayta) and one other team without having extra capacity at Woodley grounds.

Committee’s Findings and Assessment:

A. The committee finds no evidence of any retaliation against Azaro, Ahmed, or their respective clubs as alleged in the complaints. In fact, both of these clubs won their divisional playoffs in November 2007.

B. The matter of Azaro’s replacement on the Board of Directors is assessed as follows:

Azaro was not removed as a Member-representative from the SCCA’s board of directors. Rather, Victoria CC was asked by the SCCA’s Executive to re-appoint their representative director because Azaro was engaging in obstructive, threatening and “bullish” conduct, including making physical threats of violence during and after the board meetings, necessitating security personnel involvement at times.

When Victoria CC did not respond to the Executive request, the Executive were left with no choice but to block Azaro’s participation and presence in the Board meetings in order to ensure the safety of its members and in respect of the directors’ time consumed at the SCCA meetings.

C. September 8, 2007 Citrus Valley vs. Cerritos — no-show scenario: This scenario represents a clear-cut violation of the SCCA Playing Rules and Regulations by Cerritos CC. Mark Sood is not the person in charge of informing teams of no-show incidents, so he cannot be held personally responsible.

D. Similarly, Mark Sood does not personally assign points for forfeiting. The SCCA Points Table shows Sep. 8th game points awarded to CVCC upon forfeit by Cerritos, and those points helped CVCC towards their playoff position that CVCC eventually won.

E. The SCCA regional and national senior team selection is conducted by the Selection Committee as shown on the SCCA website. There has not been any evidence of any foul play in the selection. No specifics were provided by the Plaintiffs on actual personnel selected wrongfully as the Plaintiffs ignored the committee’s request to meet and provide this detail. The committee strongly believes that the success of the SCCA teams in regional/national competitions in recent years is a proof that this selection process has been effective.

F. Some feedback from individuals experienced in SCCA fiscal matters has produced the following approximate annual dues breakdown per club/team:

G. This breakdown clearly indicates that the annual dues for the Woodley Home teams and the Non-Woodley teams are just and fair, and does not reflect any malicious plan of Woodley teams taking advantage of Non-Woodley teams as alleged by the Plaintiffs.

H. It should be noted that the SCCA Annual Membership amount of $500 per team per year indicated above is mainly how the SCCA has accumulated a savings fund over the years as reported in the financial reports. This fund is earmarked to pay for the development of two new Woodley grounds, which in turn will benefit the Non-Woodley teams by acquiring Woodley as their Home ground. It is therefore evident that Woodley Home teams are contributing heavily and equally to benefit Non-Woodley Home teams.

I. Game scheduling — a complicated task: The scheduling committee representative from 2006, Vijay Raju, presented a detailed account in September 2006 of how scheduling is conducted and many aspects taken into consideration, depicting this complicated task. This scheduling complexity must not be viewed as foul play. The SCCA must be thankful to those individuals who take on this challenging duty of scheduling for the benefit of all 45 teams.

J. SCCA Seniority System: The history of the SCCA reveals that the home ground allotment was not an issue at the SCCA until the number of teams playing cricket exceeded the number of playing slots available at Woodley in late 1970’s. At that point the SCCA decided to use a seniority system for Woodley grounds. Note the following:

i. There may be questions posed by some clubs about Woodley assignment as Home, and some non-Woodley team playing more games at Woodley than other non-Woodley teams. Such inquiries mainly arise due to clubs’ unfamiliarity with the SCCA’s seniority system for Woodley Home use, as well as other elements involved in the complicated task of scheduling games for 45 teams.

ii. Each time a Home spot opens up at Woodley, it is filled up by next in line at SCCA BOD meeting and subsequently listed in SCCA schedule book as Woodley team. Thus it is well documented and published on yearly basis in form of SCCA schedule book.

iii. In February 2007 BOD meeting, this matter was addressed at length and a list was published so all clubs know their standing. Teams were also added to the SCCA Buena Park ground based on seniority. Victoria CC and San Diego CC were in line for those spots but they both refused and therefore lost their spot as well as seniority for Smith Murphy Park.

iv. New teams joining the SCCA are made aware of the yearly dues and the grounds conditions; nothing is a surprise. A new team that does not agree with these conditions should not join the League since all new members are subject to the same rules.

v. The committee concludes that according to the data and the team seniority list currently part of the SCCA records, the Woodley and Smith Murphy Park ground team assignments appear just and fair.

vi. The committee’s research shows the following seniority and grounds assignments: