Monday, May 14, 2007

Dear Post 37 Member.

A group of members have discovered that our Post 37 corporate structure and ownership of American Legion Post assets have been changed now several times with no notice to us. Corp. charters, Bylaws & Constitutions have likewise been changed. August 2006 and April 22, 2007 were the latest unauthorized changes in corporate structure.

Until early 2004, Post 37 members were also members of the (Corp) American Legion of St. Augustine Inc. With no notice before or after, you lost your corporate membership. You were never given a chance to vote to give up your membership as required by state law.

The other Post 37 corporation of which you are a member, the Charles F Hamblen Club Inc. is completely neglected with no management activity in several years.

A few former Post 37 officers have asked the Circuit Court to appoint a receiver to conserve Post 37 corporate assets and defend against brand name infringement by a corporate board that is beyond American Legion Authority. We seek a forced reorganization of management in accordance with State not-for-profit statutes and State Laws.

Your Post needs your attention. We are in a deep crisis brought on by chronic failure of management and a culture best expressed as “there’s nothing anybody can do about it.” The Post corporations and their management must be reorganized and set to right. Your input will be valuable.

We hope you can attend upcoming meetings, both post and corporate board meetings to help make the difficult decisions ahead. For more information contact Post Officers at 904 824-0680. Please see the court filing complete at the following Internet address.

http://docs.google.com/Doc?id=dg8z5b7s_1ddg693

IN THE CIRCUIT COURT, SEVENTH

JUDICIAL CIRCUIT IN AND FOR

ST. JOHNS COUNTY, FLORIDA

CASE NO: CA07-0203

DIVISION: 55

ROGER JOLLEY, GARY NEIHART, RON LEARY, ROBERT ANDREWS, GENE MASON, ET AL

Plaintiffs,

VS.

CHARLES F. HAMBLEN POST 37 AMERICAN LEGION DEPARTMENT OF FLORIDA Inc. a/k/a ST. JOHNS POST 37; R.J. Tallman Registered Agent; AND

AMERICAN LEGION OF ST. AUGUSTINE INC. Diane Pullin, Registered Agent;

AND CHARLES F. HAMBLEN CLUB INC. Diane Pullin, Registered Agent; And

THE AMERICAN LEGION DEPARTMENT OF FLORIDA INC.,Michael R McDaniel, Registered Agent

Defendants,

________________________

AMENDED PETITION

1. We the undersigned, filing pro-se do hereby represent and warrant that we are members in good standing of the CHARLES F. HAMBLEN POST 37 OF THE AMERICAN LEGION DEPARTMENT OF FLORIDA a/k/a ST. JOHNS POST 37, a/k/a AMERICAN LEGION OF ST. AUGUSTINE, FLORIDA INC, a/k/a THE CHARLES F. HAMBLEN CLUB INC., all located at 1 Anderson Circle, St. Augustine, Florida 32084; and we further represent the following;

2. We have substantial reason to believe that real, tangible and intangible property and assets including our Brand Name “The American Legion Post 37”that have belonged to the members of the American Legion of St. Augustine, Post 37 since the post was chartered by the AMERICAN LEGION DEPARTMENT OF FLORIDA INC. 12/20/1921, are now lost or in danger of being lost to our members.

3. We have substantial reason to believe that not-for-profit funds were carelessly accounted for with no printed financial reports or proper reporting to members since 2000. In late 2005 a CPA was brought in to conduct an audit by then Finance Officer and plaintiff ROGER JOLLEY. CPA Robert Traylor briefed our members that our books were not auditable. Funds have been solicited or earned and then spent, then handled without employing common accounting procedures, practices or methods.

4. Records show decades of mismanagement by the string of Executive Board’s that were not and are not now competent to conduct the entire range of business needs and necessities to preserve, protect and maintain Post assets and real property, (Building disrepair, faulty wiring and faulty insurance cover) and manage the two corporations operated by trustees.

5. To wit, According to the Post and Corporate records, The Post 37 Executive Board AND Corporate Board- has failed for decades to properly supervise Officers in the conduct of their duty, and to require record keeping of their management activities. The Post 37 Executive Board failed to require proper accounting methods and controls to ensure accuracy of financial records, and has refused to open Post records to members who enjoy statutory right to records.

6. The Post 37 Executive Board and the individual Corporate Boards of Directors have failed to make annual Financial reports to members for decades, and The Post 37 Executive Board has failed utterly to manage it’s two biggest assets, The Corporation that runs the lounge and the Corporation that runs the Club and owns the building.

7. A chronic failure in management is clearly demonstrated by the long-term decisions by each subsequent Executive Board AND Corporate Board- not to employ proper accounting for funds or management activity since before the corporate restructuring occurred in 2000, which all happened while under the loose supervision and guidance of THE AMERICAN LEGION DEPARTMENT OF FLORIDA, INC.

8. THE AMERICAN LEGION DEPARTMENT OF FLORIDA was negligent and contributed to the loss of ownership and membership control of our Post 37 Lounge committee and assets now under separate control by The AMERICAN LEGION OF ST. AUGUSTINE, FLORIDA INC.‘s self-elected Board of Directors. Records show members never voted at a Corporate Board meeting to give up their member status of THE AMERICAN LEGION OF ST. AUGUSTINE INC., as required under Chapter 617, Florida State Statutes 2005.

9. The Legal status of the various corporations AND Post 37 was recently established in a 2000 SETTLEMENT AGREEMENT in Case No. 00-1845, Division No: 55 in this Circuit Court, (The Charles F Hamblen Club Inc, and The American Legion of St. Augustine, Inc. a/k/a Charles f Hamblen Post of the American Legion Vs. Herbert L. Wiles, H. Fred Green, Charles R. Usina, Pierre D. Thompson, and Robert A. Talton), said 2000 SETTLEMENT AGREEMENT including a consent to merger, and the joint membership shared by the two not-for-profit corporations and the Post.

10. In the lawsuit, POST 37 AND THE AMERICAN LEGION OF ST. AUGUSTINE, INC. were treated as one and the same, and indeed banking records show that the post did business as “American Legion Inc. Charles F Hamblen Post 37” from as early as 4/11/1996 as late as 2/24/2000 and also had a checking account “American Legion Post 37 Bar Account” during a similar time frame.

11. Whereas ST. JOHNS POST 37 originally did business as THE AMERICAN LEGION OF ST. AUGUSTINE, FLORIDA, INC since it was chartered by THE AMERICAN LEGION DEPARTMENT OF FLORIDA INC, on 12/20/1921, And further has continuously conducted business interchangeably as itself, POST 37 and as THE AMERICAN LEGION OF ST. AUGUSTINE, INC,; and after 2000, the Post has also done business as THE CHARLES F HAMBLEN CLUB INC.

12. And whereas AMERICAN LEGION OF ST. AUGUSTINE INC. and THE CHARLES F. HAMBLEN CLUB INC., both not-for-profit Corporations incorporated in the State of Florida have done and continue to do business as POST 37, and THE AMERICAN LEGION POST 37;

13. And whereas The American Legion Post 37 has a long standing business practice of doing business as both AMERICAN LEGION OF ST. AUGUSTINE INC. and THE CHARLES F. HAMBLEN CLUB INC.;

14. And whereas The American Legion was chartered by the U.S. Congress in 1919 as a not-for-profit Corporation and membership is first by individual Posts, and then organized by Departments which represent each of the States;

15. And whereas the members of any individual American Legion Post are in fact members of the National organization by their membership in the post, with all the rights, privileges and responsibilities implied and consented to; including ownership of assets entrusted to its elected officers and Executive Board;

16. And whereas our POST 37 and its subsidiary and subordinate corporations which are or have been registered with the State of Florida as not-for-profit which is subsequently regulated under State Statute Chapter 617, each with its own Board of Directors originally acting as trustees for POST 37;

17. And whereas Plaintiff’s believe the management of the Post by it’s governing authority, The Executive Board, is and has been for some time incapable of addressing basic, critical management functions as required under Chapter 617, Florida State Statutes for both not-for-profits, or as was wise to conduct the most minimal of American Legion affairs;

18. And whereas recent changes in corporate structure, charters and articles of incorporation (2004) were made without adequate notice given to members of Post 37 or the members of the two corporations, and has resulted in the loss to the members of Post 37 of ownership and control of its former corporation which now is controlled by the old lounge committee which split off with assets that were entrusted to them by the members of Post 37, American Legion Department of Florida;

19. Plaintiffs hold that American Legion Post 37’s convening authority, the Executive Board is the only recognizable authority over all American Legion Post affairs including the right to own and operate a corporation, that all corporate relationships must be subordinate to The Post 37 Executive Board who exercises exclusive authority over membership and outside entities, and all assets, real, tangible and intangible, including all materials and moneys taken from Post 37 control to the control of an allegedly separate corporation;

20. And plaintiffs hold that all contracts, obligations and actions of the Directors of Post Corporations are under the ultimate authority of the Post 37 Executive Board.

21. Plaintiffs hold that prior to the second corporate restructuring (2004), The American Legion of St. Augustine Inc. was indeed Post 37. Plaintiffs allege Defendants restructured corporate status, created a new corporation for Post 37 and took over our former corporation and brand name with no membership vote before a Corporate Board to give up their previous status as members of “The American Legion of St. Augustine Inc.”

22. Comes now the Plaintiff’s pleading for relief and an equitable remedy; Plaintiffs seek an accounting, a reorganization at the judgement of the court, and to ask this honorable court to appoint a receiver/conservator to protect and preserve the assets and property, real, tangible and intangible belonging to the members of the CHARLES F. HAMBLEN POST 37, AMERICAN LEGION DEPARTMENT OF FLORIDA, members in common with THE CHARLES F. HAMBLEN CLUB. INC, AND THE AMERICAN LEGION OF ST. AUGUSTINE, INC., until such time the court judges management is competent to protect and preserve member assets.

BY _____________________________,

Plaintiffs

_____________________________,

_____________________________,

_____________________________,

_____________________________,

_____________________________,

ADDITIONAL PLAINTIFFS

CERTIFICATION OF SERVICE

I HEREBY CERTIFY that a true and correct copy of the foregoing has been furnished to each organization separately by mail, (1) The CHARLES F. HAMBLEN POST 37 AMERICAN LEGION, DEPARTMENT OF FLORIDA Inc.; a/k/a ST. JOHNS POST 37 registered agent R.J. Tallman PO Box 2204, St. Augustine, FL 32084; (2) AMERICAN LEGION OF ST. AUGUSTINE INC. registered agent Diane Pullin 9085 Barrister Ct. Jacksonville, FL 32257; (3) THE CHARLES F. HAMBLEN CLUB INC. registered agent Diane Pullin 9085 Barrister Ct. Jacksonville, FL 32257; AND THE (4) AMERICAN LEGION DEPARTMENT OF FLORIDA INC. Registered agent Michael McDaniel 1912 A Lee Road, Orlando, Fl 32810

BY.___________________________________

Page 1 of 6

PRESS RELEASE Page 1 of 2

Select members of American Legion Post 37, St. Augustine, Florida

1 Anderson Circle

St. Augustine, FL 32084

Friday, March 2, 2007

RE: Roger Jolley, Gary Neihart, Ron Leary, etc, (Plaintiff’s); Vs. American Legion Department of Florida Inc. and Charles F Hamblen Post 37 American Legion, Department of Florida, etc, (Defendants); Case No. CA07-0203, Division: 55 Filed in the Circuit Court, Seventh Judicial Circuit in and for St. Johns County on the 16th Day of February, 2007.

Those members of Post 37 American Legion of St. Augustine who have signed onto the above-labeled legal procedure have done so for God and Country, and the good of the American Legion.

We wish to preserve the honorable nature of Post 37’s history, and to preserve the post into the future. We seek a court appointed receiver/conservator to secure the well-being of the organization, to implement proper management and accounting practices, and to preserve the property, including real property, tangible Goods and intangible assets, and subsidiary corporations for the members of Post 37 under the control of the Post 37 Executive Board.

Our action is intended to conserve the assets belonging to the members of post 37, to force a reorganization of management, to account for all post assets and operations under one normalized management and accounting system, and to establish common accounting practices for the first time in decades.

We mean no offense to those who have served Post 37 in the past as Officers and Board Members. Many honorable and well intentioned former Officers and Executive Board Members including several of the Plaintiff’s have worked for a decade or more to put common management practices into place and to require reporting (as required by state law) by officers who are in charge of all three of our organizations at once.

We believe our assets are in danger of loss to the members. An internal group alleges they control our corporation running our lounge. In the spirit of cooperative disagreement, we believe our brother members are incorrect.

Many of us have struggled within our organization for years now to achieve these goals and we feel the need to ask the court to appoint a receiver/conservator to protect American Legion Post 37 assets including our brand, our name, and our two corporations; one holding our building and one running our lounge operation.

Though we hold no acrimony towards our brother Legionnaires, we are forced to recognize the part played by the “Department”, that is, the American Legion Department of Florida who chartered our post in the first place. The Department has stood by as Post 37 management deteriorated to the point of incompetence over decades of “oversight responsibility” to the National American Legion.

We regret the necessity, but we are sworn to protect and preserve our American Legion Post 37, and our members are up for the task. For our brother and sister veterans we will preserve the honor and integrity of the American Legion.

We will hold a press conference across from the Bridge of Lions in front of Post 37, located at 1 Anderson Circle, St. Augustine Florida on Saturday, March 3 at 9 A.M. All parties including Defendants will be present.

For God and Country, so say we all,

Roger Jolley

Gary Neihart

Ron Leary

Robert Andrews

Gene Mason

Members on Legal Petition

Members signed on to legal petition

Roger Jolley

82 Kingsferry Way

St. Augustine, FL 32084

Gary Neihart

3221 Harbor Drive

St. Augustine, FL 32084

Ron Leary

1220 Thompson Bailey Rd.

St. Augustine, FL 32084

Robert Andrews

535 Florida Club Blvd. #302

St. Augustine, FL 32084

Gene Mason

171 Laguna Ct.

St. Augustine, FL 32086