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,

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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

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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.___________________________________

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