Controversies - St. Louis Meeting

Introduction

Besides regularly scheduled board of directors’ meetings, members of the KWVA can call "special" meetings. The KWVA by-laws call for certain procedures to be followed in order to call such a meeting. Accompanying the call must be a statement of a specific agenda; date and place of meeting; and notice to all directors that a meeting is being called. On October 27-29, 2000, a special meeting was called by Director Oreste Tramonte. It was to be held in St. Louis, Missouri. Nine directors attended what was to become a highly controversial meeting. The concern of those calling the meeting was that the president of the KWVA was governing without consulting with the board. All board members were notified; a quorum was present; and minutes of the proceedings were taken and submitted to The Graybeards editor, Vincent Krepps, for publishing as required by the by-laws.

Regarding the meeting, former KWVA Director C.J. "Skip" Rittenhouse told the Korean War Educator, "Motion after motion was made and carried to rein in the power of one man rule. Meticulous minutes were kept, but the meeting was ruled illegal by the JA (Pratt) on the president's un-substantiated claim that he had not been informed of the meeting. This is odd, because the members in St Louis were told by someone to stay away, and they did. Further, the meticulous minutes just referred to were sent to The Graybeards editor (Krepps), who openly stated that he would not publish them. Think of that, a majority of the board could not sway him. Those minutes record every single vote of each director."

Rittenhouse went on to tell the Korean War Educator, "One man does, indeed, run the KWVA. If you like what has been happening, give him the credit. If you do not, he is to blame. The board does not and has not run the organization for nearly all of his tenure. He was able to run it when a majority of directors opposed him. I can hardly imagine what it's like now when they don't."

This section of "KWVA News - Controversies" contains documents never before available to the general membership of the KWVA. Among the documents are the meeting notices; actual minutes from the St. Louis meeting, which the editor of The Graybeards would not publish; scanned images of the signed and postmarked postcards received by Oreste "Rusty" Tramonte from board members who then stated not long thereafter that they had not been properly notified about the meeting; and a "questionnaire" from Howard Camp regarding proper notification.

Documentation

• Notice of Meeting - letter from Oreste Tramonte to board members
• Copies of returned postcards - persons not attending meeting
• Confirmation of approved meeting with attachment (hotel name, phone number, directions)
• Fax transmission from Richard Danielson to Harley Coon
• Unpublished minutes of St. Louis meeting
• Questionnaire from Howard Camp
• Letter - Kenneth Cook to Edward Magill
• Letter - Richard Danielson to Harley Coon
• Letter - Edward Magill to Harley Coon
• Letter - Sherman Pratt to Stan Myrda

Notice of Meeting
September 15, 2000 - Letter from Oreste "Rusty" Tramonte, National Director

To: Executive Council
Re: Call for an Executive Council Meeting (Article III, Section 2C)

During the past several months, Council members have been receiving information, both misleading and factual about various internal issues that threatens to split the KWVA unless immediate action is taken by the Executive Council.

Therefore, I am requesting that the subject meeting be held on October 28-29 in St. Louis, Missouri, which is centrally located and easily accessible by car or air for all Council members.

Eight (8) elected members of the Executive Council can call the meeting. Enclosed is a post card requesting approval or disapproval and that you will attend or not attend. If approved, I will make hotel reservations and notify attendees ASAP.

Also enclosed is a proposed agenda for the meeting:

• Re-filing of insurance claim
• Payment of CPA Stan Myrda’s fees
• Question of quorum at 2000 business meeting
• Council’s right for approval of Presidential appointees
• Suspension of past President Pappas
• Seating of past President on Executive Council
• Director Pirrello’s reorganization recommendation
• Legitimacy of $10,000 scholarship donation to KWVEGC
• President and Council’s responsibility as management to KWVA
• Articulation of Council meeting minutes to membership

If you have other issues you want placed on the agenda, send them to me. A quick response would save airfare for those flying if the meeting is approved. We are entitled up to $400 reimbursement per meeting.

Sincerely,

Rusty Tramonte
National Director KWVA
cc: Pappas, Myrda, IRS/FBI

Copies of Returned Postcards
In order to determine whether or not a quorum of board members would be willing to attend a specially-called board meeting in St. Louis, Rusty Tramonte sent the above letter to each board member, along with a postcard to be returned checkmarked either Yes or No with regards to intent to attend, as well as a place for the signature of the board member receiving the notice. Determining factors regarding the validity of the St. Louis meeting were based on this by-laws requirements for a called meeting: Did the directors all receive notice? Was the notice given in a timely fashion? Was the exact date and place of meeting provided? Was an agenda provided?

Some board members not in attendance at the St. Louis meeting later complained that they had not received notice about the meeting. However, postcards received and preserved by Rusty Tramonte reveal that their complaint does not seem to be supported by fact. Click here to see returned, signed postcards.

Confirmation of approved meeting, St. Louis, with enclosure
- dated 2 October 2000

To: Executive Council
Re: October 28-29, 2000 Council Meeting/Agenda

Ref (a) My letter of 15 September 2000

Enclosure (1) Accommodations

By a 9-5 count, the following voting members of the Council approved the subject meeting requested by reference (a): 1st V.P. Magill, Director Clawson, Director Settle, Director Trousdale, Director Morga, Director Tramonte, Director Danielson, Director Pirrello, Director Rittenhouse.

Enclosure (1) is forwarded for your action and information.

Please bring any paperwork to the meeting.

Sincerely,

Rusty Tramonte
National Director KWVA

October 2, 2000 - Enclosure
- attached with above notice of meeting, St. Louis

2 October 2000

Comfort Inn Westport
12031 Lackland Road
St. Louis, MO 63146
(314) 878-1400

Rooms: 2 double beds @$62.00 plus tax per night (includes conti. Breakfast)

Meeting room (set up ready to use with sound system) $75.00 total for both days

Airport 8 miles (need to take cab). Motel on Beltway #270.

Riverboat gaming 4 miles; restaurant and bar in house

Each person is responsible for his own reservation. (Let them know you are with KWVA for this rate.)

October 20, 2000 - FAX transmittal from Richard Danielson to Harley Coon

To: Harley Coon Fax: 1-937-426-8415
From: Richard Danielson Fax 440-777-9677
Date: October 20, 2000

Re: KWVA Meeting/Others

The following items are attached:

• letter on KWVA meeting and location
• letters concerning federal charter
• letters concerning chapters formation
• letters concerning joining a task force
• letters concerning subjects related to KWVA

Harley,

I WOULD LIKE CONSIDERATION ON JOINING THE, "Task Force for Veterans’ Entrepreneurship".

I WOULD LIKE CONSIDERATION ON THE COST ON THE, "Survey on chapters and departments procedures"

I WOULD LIKE CONSIDERATION, MAILING COST FOR THE, "Survey of KWVA officers, Directors, and others"

Please send a letter on these items with your approval or disapproval.

Thanks, Richard


Minutes - St. Louis Meeting
October 27th, 28th and 29th, 2000:

The Executive Council of the KWVA Inc., after due notice, held a special meeting that was scheduled in accordance with the provisions of ARTICLE III, section 2C of the current Corporate by-laws. The following Executive Council members attended:

1. First Vice President Edward L Magill
2. Director Tom Clawson
3. Director Richard W. Danielson
4. Director John M Settle
5. Director Theodore "Ted" Trousdale
6. Director P.G. "Bob" Morga
7. Director Oreste "Rusty" Tramonte
8. Director Joseph Pirrello
9. Director C.J. "Skip" Rittenhouse
10. Past President Nicholas J. Pappas (following reinstatement)

The following Executive Council members did not attend:

• President Harley J. Coon
• Second Vice-president, Ed Grygier
• Director Dorothy "Dot" Schilling
• Director James F. Jones
• Director Dick Adams (Excused)
• Director Kenneth B. Cook
  

Others Present: Joseph Calabria

Neither Treasurer Thomas J. Gregory or Secretary Howard W. Camp attended the meeting. Due to the absence of President Coon and Secretary Camp from the meeting First Vice-president Magill presided and Director Clawson acted as Secretary. The issues that were fully discussed are noted as they relate to the resulting motions that were acted upon. Exhibits relating to the motions are so noted.

October 27, 2000

M = Motion; S = Seconded; C = Carried

The Executive Session was called to order by First Vice-President Magill with Director Settle leading the Pledge of Allegiance and Director Danielson offering the invocation. Acting Secretary Clawson called the roll.

Magill: For discussion purposes we will address the official issues to be considered. What things have to be addressed at this meeting?

Morga: I think that issue number 9 should be addressed first. Did the KWVA properly contribute $10,000 for Scholarship’s [sic] to the KWVEGC. President Coon advocated to give money to the Scholarship Fund when we had a secret ballot during the election. The full membership voted not to give money to the KWVEGC Fund. That was the KWVA General Membership meeting, September 14, 1999. Also at the July 27, 2000 General Membership Meeting there was NO quorum.

Magill: I think Judge Advocate Pratt is correct in one respect in his memorandum. If your [sic] questioning the existence I think you have to question that event. No way we can go back and recount. But I think to answer your question we have to tighten up procedures on who gets into the membership meeting, [a] How to identify themselves, [b] Who is responsible for counting heads, so to check that that we know that we do have an actual quorum [c] then a motion is appropriately made, passed or you can suspend the quorum requirement. We should address that.

Discussion followed with Executive Council making recommendations, such as Director Pirrello strongly recommending a Sgt at Arms to check credentials and Director Rittenhouse outlining a process to consider. This will be discussed under motion number 17.

Magill: Well, back to issue pertaining to vote of scholarship funds. The Judge Advocate handled it and had a legitimate point! You Can Revote.

Magill: Now can we say we are interested.

Who selects the candidates?

How is the money provided to the candidate and does it go through committee or does it go directly to the school?

Is this matter to be reconsidered? Are these decisions to be made at the next board meeting? What is your position?

A following discussion continued with each director presenting an insight to this issue.

MOTION NUMBER 1: (Rittenhouse, Settle) M/S/C unanimously.

"In recognition of the wishes of the KWVA membership, it is moved that the resolution to delete the funding for the scholarship program be reconsidered and the issue be resubmitted employing the proper process to the KWVA membership for approval or disapproval. This motion shall appear on the upcoming ballot for consideration at the July 27th, 2001 general membership meeting and will be published in the Graybeard with a ballot."

Magill: Next issue to consider is number 1 on the memorandum which reads: How the duties and responsibilities of the officers and directors of the KWVA for its management are defined.

Rittenhouse: We make the policies, supervise the implementation of KWVA by-laws and the president does the administrative functions and follows the dictate of the Executive Council. We are one entity.

Danielson: We are trying to have the individuals give their view points to what they are suppose [sic] to do on the draft of policy and procedures manual. We should follow the bylaws. But if we put a procedure in the manual, we can add or change it. If you change anything in the by-laws you have to go thru the membership process, which requires a vote.

MOTION NUMBER 2: (Danielson, Tramonte) M/S/C unanimously.

"The Executive Council shall operate in accordance with the provisions set forth in Article III, section 7.1 KWVA by-laws 2000."

Magill: Let’s discuss issue #2: Does the council have the authority to approve or disapprove presidential appointments?

Magill: Let’s talk about the authority of Executive Council. Certainly the president should discuss with the board this perspective [sic] of appointments.

Morga: The president should ask for an opinion from the board.

Rittenhouse: The word appoint, executive appointment, does not mean seating.

Settle: The board would seat them. Yes?

Magill: Yes! In most instances I don’t think the board has been questioned.

Tramonte: I believe a person should come before the board. We should be able to ask them questions, especially if he is going to be the treasurer or secretary or editor of Graybeards.

Magill: It goes back to issue #1, if we are going to make policy, supervise and implement, we should have the right to approve or disapprove.

Settle: It is by control, or should be, of the Executive Council.

Clawson: On page 8 of our by-laws amended, July 27, 2000, "The secretary shall be appointed by the president and confirmed by the Executive Council, the treasurer shall be appointed by the president and confirmed by the Executive Council. All appointed positions shall perform other duties as requested by president.

Clawson: What concerns me is that the Executive Council should agree as to the process and then adopt for the Standard Procedures Manual.

Rittenhouse: An appointment is not the same. The Executive Council has only the right to approve or disapprove.

Settle: We don’t want the president to say in a letter that the person relieved has council approval when in fact the Executive Council had not been notified.

Magill: The implication is that it's required for an approval by the Executive Council.

Clawson: After all this discussion, how do we resolve this issue? How do we let the Executive Council know?

Call for the Motion:

MOTION NUMBER 3: ISSUE 2 (Danielson, Pirrello) M/S/C unanimously

"The Executive Council does have the authority to approve all or disapprove all presidential appointments and dismissals."

Magill: Time to discuss Issue #3. The method by which KWVA representatives are selected to attend foreign commemorative programs and meetings of international veterans organizations.

Magill: There are two basic samples of this question which are, number one, you all know that a member of KWVA was sent over to Korea as a wonderful Korean War Veteran and it was discovered later that he wasn’t in that war. Then we had a representative to the International Federation Korean War Veterans Association who attended in South Korea in which no Executive council member was informed. There was confusion and the fact is the KWVA-USA has no position or represented [sic] on this all United Nations Executive Board. The only way to keep this from reoccurring is to require the Executive Council to discuss those appointments.

Call the Motion:

MOTION NUMBER 4:, ISSUE 3 (Danielson, Rittenhouse) M/S/C unanimously"

"The Executive Council shall determine the KWVA representatives who will be designated to attend Foreign commemorative programs and meetings of international veterans organizations."

ISSUE #4:

Accurate reporting of Executive Council meeting minutes to the membership. Discussion considered a number of problems. The membership is not getting all the minutes as covered during meetings of Executive Council. It is a timely process lately only discussion to motions are included. This should be brought forward to Executive Council for future determination.

MOTION NUMBER 5:, ISSUE 4 (Settle, Morga) M/S/C unanimously

"That the Executive Council requires an accurate reporting of Executive Council meetings

Minutes to the membership and that the minutes not be subject to editing as to substance."

Magill: Director Pirrello would like to discuss issue #5. Reorganization plan.

Pirrello: Since I’ve been researching my material, I found out that more than one-half of the KWVA members don’t belong to a chapter. So I don’t really have a reorganization plan.

The general discussion was then brought to the floor. Historically, programs that were started but did not continue, were brought up.

Guest Calabria: We need an equitable program!

Danielson: The membership is entitled to receive more information. We could assign directors to the chapters and state departments to handle it.

Rittenhouse: Personal [sic] contacts is also very productive and appreciated. Ninety percent of what goes on in the USA is chapter generated.

Clawson: The key is, the chapters are initiating membership. Any reorganization plan should have that as its priority. Also the Graybeards is our vehicle to use.

Magill: Call for motion:

MOTION NUMBER 6: ISSUE 5 (Settle, Morga) M/S/C unanimously "That Director Joseph Pirrello investigate a KWVA reorganization plan and submit a draft proposal to all members of the Executive Council for evaluation and suggestions."

Magill: Issues number #6 and #7 will be discussed concurrently. What, if anything, is being done about the KWVA’s claim against the Chubb Insurance group. What, if anything, is being done about CPA Stan Myrda’s claim against the KWVA for unpaid fees.

Magill: There’s nothing that we have received to indicate that this claim has been pursued. The first insurance claim for $131,000 was a partial payment and we did receive it. We have not received any written information that we could use at this meeting, from KWVA headquarters, so our assumption is nothing has been done. I think that is a pretty good assumption. Now Mr. Myrda mentions that if his bill is not paid, then he will be compelled to sue KWVA in the local and state courts. I’m going to tell you what’s going to happen, that if he sues KWVA, he is going to win. I’ll say again Stan Myrda is a crucial witness for us. My recommendation is to pay it. Pay the outstanding bill of $19,004.

Pirrello: I don’t have enough information to make that decision whether to pay him. Myrda said that they had not contacted him. Headquarters said that they contacted him. I don’t know?

A general discussion concerning all the different aspects lasted about one hour. The major points brought to the Executive Council members were:

The FBI spent many days with San Myrda in his office viewing all records pertaining to the insurance claim and became the basis of that review, for the FBI to seek an indictment against John Maison.

The indictment was further brought to the attention of KWVA by the United States Attorney.

The bill for 19,000 was sent to KWVA prior to the Mobile, AL meeting.

Danielson: Point of clarification. "Did we hire him to do a job?

Magill: Yes.

Danielson: Why was Myrda fired without Executive Council approval?

Tramonte: The directors didn’t approve the firing of Myrda.

Settle: Wasn’t a new guy hired?

Magill: "He was approved to go forward from that day. But Stan Myrda was still working on the insurance claim. He also represented KWVA with the FBI. You have to pay the bill!

Morga: And he can add on 1.5% interest monthly.

Magill: Also he has indicated, now that the FBI has completed the investigation. The Maison matter has been dismissed, because of Maison’s death. KWVA is welcomed to pick up the official financial records from his office.

A general discussion centered on who has the official records and process and further contact with secondary claims to Chubb Insurance for the rest of the claim.

Clawson: We all knew that all of the official financial records were at Stan Myrda’s office and the FBI office also.

Pirrello: If we are satisfied that we have all the records, that we should pay the man. If we are not satisfied, then he doesn’t get paid.

Magill: Call for the motions to retain an attorney to represent KWVA. To pay CPA Stan Myrda and have him retain official financial records.

MOTION NUMBER 7: ISSUE 6 (Pirrello, Rittenhouse) M/S/C unanimously, "The KWVA shall retain an attorney to represent it’s interests on the pending insurance claim and to represent it’s interests with appropriate federal and state government officials. The attorney shall be directed to use all legal means to obtain all information as to missing funds from the FBI’s Maison investigation."

MOTION NUMBER 8: ISSUE 7 (Morga, Settle) M/S/C, 1 no vote (Pirrello), "To pay Stan Myrda’s outstanding bill and to have KWVA Inc. financial records returned." (See Myrda’s October 25, 2000, letter which is included in the record.)

MOTION NUMBER 9: (Tramonte, Danielson) M/S/C unanimously, "The Executive Council authorizes CPA Stan Myrda to retain KWVA financial records until its pending insurance claim is concluded. Director Joseph Pirrello will take compilation report prepared by Stan Myrda to hold, review and return to Executive Council."

Magill: All right, agenda issue #10 to be discussed. It reads: Should the KWVA national organization rebate/provide funds to KWVA state organizations? (Submitted by Tom Gaffney, President, Florida Department KWVA.)

Magill: The resolution that he proposed is 60% for national and 40% for departments and chapters. What do you think it should be?

Morga: Put dues together. We pay $10.00 and the national $20.00.

Tramonte: We said NO yesterday.

Morga: You don’t realize that most of the members of our chapter do that.

Magill: The proposal was that they rebate to the state department and chapters a portion of the national dues collected.

A healthy discussion continued on the pros and cons of a dues-sharing program.

Morga: You are asking, "Do you think we should give money to the chapters?" Dues were raised at the national level of $5.00. Now I think they should be reduced by $5.00. From $20.00 to $15.00. chapters can take care of themselves. We can raise our own dues. But when the national raises the dues – we can’t raise ours at the chapter level. No to proposal.

Clawson: What is your decision as to the proposal?

Magill: Call for motion:

MOTION NUMBER 10: ISSUE 12 (Rittenhouse, Trousdale) M/S/C 2 no votes (Danielson, and Trousdale), "That the Executive Council table the resolution from the Department of Florida which relates to a dues sharing program."

Magill: all right, Director Trmaonte has a letter for the record.

Tramonte: I received a call from President Coon. He told me I took $1,100. I have for the record a summarization of costs dated July 24, 1994 in Tempe, Arizona. I was not there. I was not KWVA secretary then. Roger Scalf was secretary then. This amount was for transcribing minutes at Executive Council meeting July 24, July 25 and July 26th, 1994. This fell under President Dick Adams watch. The bill was paid under President Nick Pappas' watch. After President Coon call I received a call from [KWE Note: blank space]. He accused me of stealing also.

Magill: What was the reason he called you and what did he say?

Tramonte: {KWE Note: Another blank space] _____ called me and told me that this meeting (in St. Louis) is not a true meeting. He never got his card, but returned it in September. He said he was not coming to the meeting.

Danielson: To clarify why he was called by Director [KWE Note: another blank space] ____ I was informed, that we didn’t give him his proper notification from the secretary two weeks before this special meeting. Did we follow the proper procedures and notify people and address that?

Magill: Each member was sent a card and returned them to Director Tramonte. Part of the record, I sent out a memorandum ahead of time, containing those matters, which would be considered. There were two (2) notices sent out, it’s an administrative function. There was full knowledge of this meeting.

Magill: It is the sense of the Executive Council here in St. Louis that the Executive Council members who were not in attendance, be deficient in their responsibilities to their constituents as outlined in the by-laws.

Rittenhouse: For the record, also noted the national secretary and treasurer did not supply reports to the Executive Council members in attendance at this special called meeting.

Magill: We will now proceed with ISSUE #11, which reads: Reconsideration of the propriety of past President Nick Pappas’ suspension from the KWVA and removal from the board.

Magill: Mr. Pappas will you please come forward and address the Executive Council in regards to this issue.

Pappas: Yes!

Magill: What was your first indication of the problem that President Coon had with you and Stan Myrda?

Pappas: It was March 25, 2000. The president and treasurer told the Executive Council and visiting members that the IRS/FBI investigation "were concluded" and I should write a letter to Myrda to release all fiscal records which I refused to do, hence my suspension."

Magill: Did the FBI come to Mr. Myrda's office to review those books and records?

Pappas: After the suspension? Yes! July and august,2000. They spent a lot of time on it.

Magill: did they ultimately issue a subpoena?

Pappas: Yes, they did. I have copies of records and copy of subpoena and letters from the FBI. A man was to go and pick them up. They were to bring them to the Federal Court, August 29th. The subpoenaed KWVA record from Myrda.

Magill: Now, in due course was an indictment returned against John Maison?

Pappas: Yes, indictment was returned on August 23, 2000. I have a copy of indictment.

Magill: At that point in time did you have any ability to physically get those records from the FBI?

Pappas: No! The FBI returned the records back to Mr. Myrda last week!

Magill: What event transpired before the FBI returned those records?

Pappas: Mr. Maison expired.

Magill: And is it your understanding from what you heard today that Mr. Myrda has agreed to return those records and have them picked up, if we so desire.

Pappas: That’s right.

Magill: Does anybody else have any questions?

Discussion: There was a lengthy discussion with the Directors asking Mr. Pappas certain facts which were outlined in "Summary for Pappas Hearing." Based on an open questioning of all the chronology of events concerning suspension and actual facts of release of 1994-1997 KWVA Financial Records, the following items were determined:

Nick Pappas did not have the records. They were in the hands of Stan Myrda, CPA, and the FBI.

Now that the FBI has completed its investigation and the Maison matter has been dismissed. The KWVA can pick up its records from Stan Myrad’s [sic] office. Letter dated October 25, 2000.

The KWVA suspended Nick Pappas from the board and KWVA, until he met the condition and instructions, which he has.

Discussion: There was a lively debate on the legality and by-laws interpretation of having Nick Pappas on the Executive Council.

Magill: Listen, the new by-laws were effective the day they were adopted (July 27, 2000), they go from that day forward, they do not go from that day backwards.

Magill: Call for the motion:

MOTION NUMBER 11: ISSUE 11 (Settle, Tramonte) M/S/C 1 no vote (Pirrello) and 1 abstained (Danielson), "Nicholas J. Pappas be reinstated as a KWVA member in good standing and as a member of the Executive Council with voting privileges."

MOTION NUMBER 12: (Morga, Settle) M/S/C unanimously, "The elected members of the Executive Council shall be provided with copies of the KWVA bank statements, C.D. statements and bank check book reconciliations."

MOTION NUMBER 13: (Clawson, Settle) M/S/C unanimously, "The monthly financial statement be sent to all elected Executive Council members by the Budget/Finance committee."

MOTION NUMBER 14: (Clawson, Settle) M/S/C unanimously, "That Dick Wainwright, as Co-chairman, continue with his vital role on the Nomination/Election Committee per the KWVA by-laws, 2000."

MOTION NUMBER 15: (Pappas, Settle) M/S/C 4 abstained votes (Danielson, Tramonte, Pirrello and Rittenhouse), "The KWVA will reimburse attending Executive Council members for their travel and room expenses. in an amount not to exceed $250.00, for the meeting held in St Louis, MO. October 27th, 28th and 29th, 2000."

MOTION NUMBER 16: (Morga, Settle) M/S/C unanimously, "The Executive Council directs that the signatures on authorized KWVA checks to be those of the president or vice-president and the treasurer."

MOTION NUMBER 17: (Trousdale, Pirrello) M/S/C unanimously)

"The Executive Council requires that a Sergeant of Arms to be appointed at the annual membership meetings to verify voter eligibility, maintain order to determine if a quorum is present. All eligible voters will be issued a simple I.D. when registering."

Danielson: I would like to close our meeting with the Pledge of Allegiance, which was given. Motion to adjourn at 11:30 a.m., Oct.29, 2000 M/S/C .

Respectfully submitted
Tom Clawson (signature)

Tom Clawson
Director and acting secretary

Tom Clawson, Director and Acting Secretary of the Korean War Veterans Association Inc. and known to me affirms that the above minutes/motions were adopted unanimously by the Executive Council members present, October 29, 2000 in St. Louis, MO.

Elsie Bloom (signature)

Notary Public
Seal of Elsie E. Bloom

Elsie E. Bloom
Notary Public
Minnesota
My commission expires Jan 31, 2005

November 4, 2000 - KWVA Questionnaire from Howard W. Camp

Addressed to Director Richard W. Danielson, North Olmstead, OH

Subject: October 28-29, 2000 meeting in St. Louis, MO
Director: Danielson

President Coon requests that I obtain the following information.

Please circle the answers and make any comments on the meeting.

[KWE Note: This was a boxed form with a list of questions, followed by a Yes - No column. The Yes - No column also had Approve - Disapprove for question 4, and Would Attend - Would not Attend for question 5.]

• Did you receive a card sent out by director Oste Trameonte [sic]?
• Did this card request a meeting on October 28-29 in St. Louis, MO?
• Did this card request your vote to approve or disapprove of this meeting?
• Did you?
• Did you mark the card that you?
• Did this card state the meeting place (other than St. Louis, MO) time and agenda?
• Did you sign and return this card?
• If you answered yes whom did you return this card to (Name and Address Please)
• Did you received [sic] a second card or letter stating there would be a meeting October 28-29 2000 in St. Louis and that 8 directors approved having this meeting?
• Did this card or letter state the place (other than St. Louis, MO), time, and agenda?
• Did you receive a letter from 1st Vice President Ed Magill stating that he would chair the meeting?
• Did this letter state the place (other than St. Louis, MO), time and agenda?
• Did you receive this letter 2 weeks before October 28, 2002?
• Were you ever notified of the exact time, agenda and the meeting place (such as motel, hotel, address or telephone number by Director Oresta [sic] Tramonte?
• As a director of the K.W.V.A. Did you read the by-laws that were in effect on July 26, 2000?
• Did you attend this meeting?
• If you did not attend this meeting was it in part that you were never notified of the exact time, agenda, and the exact place of meeting?

I swear that the answers are true and accurate to the best of my knowledge.

Signed by Director: Richard W. Danielson

Dated: ________, 2000

Please return in the enclosed stamped and addressed envelope
Howard W. Camp, National Secretary

Date _____ 2000

KWVA Questionnaire
November 4, 2000

November 6, 2000 - Letter to Edward Magill from Kenneth B. Cook

Re: Your letter (no date) received on 10/23/00, at 2:30 p.m.

Edward L. Magill
First Vice-Pres. KWVA Inc
433 Spring Lake Drive
Melbourne, FL 32940

Secretary Edward Magill,

Sorry about that, for awhile I thought we had a new secretary. I called Secretary Camp and he said he never appointed an acting secretary. I inquired as to the vote count to hold a special meeting, the time, and the place. His reply was that he had not received any information as to a special meeting. He had heard a few rumors (hearsay) and that he would not repeat hearsay to anyone. I don’t think the secretary’s duties fall under the classification of the duties of the First Vice-President.

Yes, Director Tramonte had the right to ask for a special meeting under Article 111, Section 3, which read "the President or (8) elected members of the Executive Council may call a council meeting by giving two weeks written notice to all members of the council stating the time, place, and the agenda of the meeting."

Director Tramonte gave me the date as October 28-29 and the agenda. He did not give me the time or the place in St. Louis, Missouri, where the meeting was to be held. I can not say if I will attend the meeting until I know the time or place. Director Tramonte failed to comply with the bi-laws [sic].

I received your letter (rumor) on October 23, 2000, at 2:30 p.m. You gave me the time and a new agenda. After reading the new agenda, it sounded better than Director Tramonte’s agenda. Now I was thinking about changing my mind and going to the so-called meeting. I read your letter over and I couldn’t find the place in St. Louis, Missouri, where the meeting was to be held.

Why was the agenda changed?

The Executive Council voted on Director Tremonte’s agenda and now the agenda has been changed. Why? It can not be changed. The new agenda has been added to and things have been dropped from it. This you can not do for a special meeting.

Other members and I never did get the vote count as to who voted for the meeting and who voted against having a meeting. Every member of the Executive Council must have the vote count, time, and place, two weeks before the meeting. We did not receive this information. Just because a board member votes yes or no on a meeting doesn’t mean they don’t want to go. They have a right to change their mind and say I want to go.

You and Director Tramonte failed to abide by the by-laws of the Korean War Veterans Association. Remember when you were sworn in? You said you would abide by the by-laws of this organization. How can we trust you now?

Sincerely,

(signed) Kenneth B. Cook
Director, K.W.V.A.
cc: all Executive Council members

November 17, 2000 - Letter from Sherman Pratt to Kenneth Cook

Dear Ken:

Thanks for the copy of your letter to VP Ed Magill concerning the meeting in St. Louis on October 28-29 at the call of Director Tramonte. Although you did not request any response from me, perhaps a few comments may be in order and helpful. My understanding from informal information is that the group considered themselves a bona fide "Special meeting" pursuant to Article III, I, C, of the By-Laws and that they decided, among other things, to terminate the March 2000 Board suspension of former President Nick Pappas, to return him to the Board of Directors, and to order the payment of the former accountant Stan Myrda of some $18,000 he claims he is due from the KWVA. (He has already been paid almost $90,000 or well over half of the amount recovered by insurance). I am advised that some board members have been dissatisfied with current President Harley Coon in that he at recent meetings has been abrupt or insensitive with or to them, and did not allow them to fully participate in floor discussions to the extent they desired at the general membership meeting.

I have been consulted by President Coon for my views as to the extent the meeting complied with the By-Laws. There seems to be a question as to whether all board members received timely (two weeks) notice for the "special meeting" and whether the exact place and itemized agenda for such a meeting was specified. The simple naming of a large city would clearly not meet that requirement. Additionally, you write that you did not receive any notice that complied with these requirements. I understand there are others who make the same claim.

My understanding, further, is that President Coon is in the process of sending a questionnaire to all Board members to elicit information concerning the manner and extent to which they were informed of the St. Louis meeting. If from the responses it is determined reliably that all Board Members were not informed in all details as required by the By-Laws (two weeks advance notice, exact location, prescribed agenda), then the meeting cannot legally be considered valid and of any binding consequences. I have advised the President also that until the legality of the meeting is established that there is no requirement for him to take any actions decided upon by the Board members that attended the meeting. And, most of all, I have told him that it would be of highly questionable propriety, bordering on misfeasance in office, if the treasurer would make any further payments to the former accountant, notwithstanding the decision of the St. Louis group, absent an itemized and approved statement as has been requested in past correspondence and as is the customary procedure in the usual practices of sound and proper accounting and disbursement of an organization's funds.

With respect to the actions of the St. Louis group to return Mr. Pappas to the Executive Board, I must point out that in the current By-Laws adopted by the Executive Board and the membership at the annual meeting last July, there is no provision for a past president to be a member of the board merely because he is a past president. Thus, any decision by the St. Louis group in this respect would have been clearly inconsistent with the By-Laws and therefore illegal and of no consequence. I have been told that Ed Magill stated that Pappas could be returned under a "grandfather" concept (i.e. because he was on the board in the past before the change in By-Laws). While I have respect and admiration for Ed personally and professionally as a fellow lawyer I must say that I have no knowledge that any such concept could be applied in this instance. If the U.S. Congress were to abolish an executive office such as the Secretary of State or Defense today or tomorrow, the position would be instantly abolished and the person holding the office would be out of work.

These views, and the failure of our leadership to promptly implement the decisions reached at the St. Louis meeting may not meet with the approval of the Board members attending the meeting, but if so they have an adequate and appropriate remedy. Any one or more of them may properly raise the matter again at the next and upcoming meeting of the Board in the Spring or at the next regular annual meeting of the membership next July and have it properly acted on in accordance with our By-Laws and the customary and established rules of procedure.

If I may be permitted a personal observation as an individual KWVA member and not as Judge Advocate, I must confess a large degree of confusion as to why the Board members who met in St. Louis, and perhaps others, are so determined, bordering on obsession it seems, to return our former president to a position of leadership in the organization. During his regime I witnessed almost continuous contention, conflict and division at board meetings and elsewhere. During his term the organization was almost bankrupted with wide scale inability to locate and account for funds. At one point the membership had to be solicited for donations to keep the newsletter in print. The person he selected or approved of to handle organization money absconded with much, or most, of our funds resulting in his indictment on criminal charges of numerous counts that ended only by his sudden death. I am advised that there were numerous instances of improper and frivolous charges against KWVA funds to include staggering bar bills and other questionable expenditures. While it can be argued that Pappas was not personally responsible for all these financial irregularities, they certainly happened on his watch and it seems to me he must be held accountable.

I too have some problems with the manner in which our current president conducts meetings in what some would consider a rather high handed manner. He was not my first choice for the office he holds. I have seen him cut speakers off with some abruptness and insufficient justification. He claims to me that he is simply trying to run an efficient and expeditious meeting with a minimum of monopolizing of the floor by members who speak too long and boringly to the disenchantment of the membership. I don't know where the proper balance lies in these complaints but it seems to me that under President Coon's leadership, unlike times in the past, we now have a dedicated president and a skilled and efficient secretary and treasure who are carrying out their duties in a highly professional manner. Coon certainly cannot be faulted for not devoting, unselfishly, nearly all his time and efforts on behalf of the organization. He attends many meetings in and out of the KWVA. Far from bankruptcy, I note in the financial reports in the Graybeards that we now have over half a million dollars in our bank accounts. Our membership, that dropped dangerously during the former president's term of office, is now at an all time high. The KWVA is clearly strong and vibrant. I don't suggest or know to what extent these favorable conditions are attributable to President Coon but they have occurred on his watch and he thus, must be given at least some credit for their happening.

I urge anyone is [sic] assessing the merits of what has been happening to take all this into close account to form a fair and just opinion in the interests, and to advance the just causes, of our unique veterans organization.

I intend to distribute this letter by FAX or snail mail to you and to other board members and certain KWVA activists, and also to Vince Krepps, our newsletter editor for publication. I don't mean to generate friction or discontent but I think it is essential that our membership be fully informed to the maximum extent possible of these serious recent developments that could impact profoundly on our well being and even our continued existence.

Again, thanks for the copy of your letter to Ed Magill. Best wishes - FREEDOM IS NOT FREE!!

(signed) Sherm Pratt
SHERMAN W. PRATT, Judge Advocate

November 27, 2000 - Letter to Harley Coon from Richard Danielson

Dear President Coon,

I have reviewed your certified letter, return receipt requested, dated November 14, 2000 with the Korea [sic] War Veterans Association revised By-Laws approved July 27, 2000 by the membership and published in the "Graybeards" magazine in the September/October issue and the two Standard Procedural Manuals dated February, 1994 and February, 1995 as were approved by the KWVA Broad [sic] of directors. I was unable to locate the reasons and for your requested information and procedures [sic]. Since, the By-Laws clearly where [sic] complied with for the Special Meeting that are set forth in Article III, Section 2, Item C:

"C. Special Meeting. The President or eight (8) elected members of the Executive Council may call a Council, by giving two weeks written notice to all members of the Council, stating the time, place and agenda of the meeting."

All these conditions were met by mail delivered written letters, FAX copies and phone calls to all other members of the KWVA Board of Directors. I am unable to transmit the recordings of our phone conversation, however I have enclosed copies of the written material I received in accord with the By-Laws Article III, Section 2., Item C:

Notification Letter of September 15, 2000 to the Executive council members;

• It was received two weeks prior to the meeting
• It gave the location of the meeting as St. Louis, MO
• It gave the time of the meeting as October 28-29, 2000
• It gave the proposed agenda of the meeting

Notification letter of approval of the meeting by nine voting members of the Executive Council with details about the accommodations dated October 2, 2000 in accordance with the requests set forth in the letter of September 15.

Memorandum to the Executive Council documenting the above information and my attendance with my room and travel costs for October 27-29, 2000.

Be it noted, the enclosed FAX was sent per your request with the above information by my request for your consideration in writing of joining an organization and the approval of the related cost for two surveys needed for updating KWVA Standard Procedural Manual.

Sincerely,

(signed) Richard Danielson
Director
Procedural Manual Committee
Enclosures: Items 1, 2, 3, listed above and the FAX dated 10-20-2000 of 13 pages.

November 30, 2000 - Letter from Edward Magill to Harley J. Coon:

Dear Mr. Coon:

I recently received your undated memo in which you commanded me to answer the enclosed questionnaire and return it to you muy pronto. My first thought was that you’ve taken leave of your senses. You see, you do not command the members of the Executive Council and have no authority to issue orders to them. Your grand plan to have them participate in your duplicitous scheme is an exercise in futility.

The 28/29 October 2000 special meeting of the Executive Council was legal in all respects. Prior to that meeting, you and a few of your minions did everything possible to prevent that meeting from taking place. After the meeting, you began telling everyone who would listen that the meeting was illegal and that you were not invited to attend. These representations were false.

You have a legal and moral obligation to deal honestly and fairly with all members of the Executive Council. Unfortunately, you do not conduct yourself in keeping with those obligations.

Sincerely,

(signed) Edward L. Magill

P.S. You need to do lot of work on your spelling.
Cc: Executive Council Members

December 11, 2000 - Letter from Sherman W. Pratt to Tom Clawson:

Tom - Just a quick follow up on our telecon [sic] of last evening. I thought rather productive--sorry was not in better physical shape to be more responsive to your concerns.

As explained - my recent ruling concerning the St. Louis meeting is not the end of the world although understandably not likely to be very enthusiastically received by those who attended the meeting - there is a recourse - if anyone feels they have evidence contrary to that I relied on in reaching my finding that the meeting was illegal because the notifications did not fully comply with the By-Law requirements concerning precise and timely details as to exact location, time, agenda, then they can ask for reconsideration. I must stress, however, that the burden of proof is now on any who decides to challenge my ruling. The matter can also be raised by any board member at the next board meeting or at the upcoming annual meeting.

I will take this opportunity to stress again my impartiality in this and all matters where I am called upon for legal advice or counsel. For sure I have my own personal views concerning the wisdom, or lack of same, concerning some of the actions that were taken by the group in St. Louis but I am determined and dedicated to see that my personal views do not influence my positions as judge advocate. I am not hesitant to share these views, however, if asked to do so.

I am enclosing a copy of a letter I recently wrote in which I included a personal observation. You might want to favor me with your reaction, if any, to the highlighted portions.

With continued warm regards and high respect,
(signed) Sherm

December 20, 2000 - Letter from Sherman W. Pratt to Stan Myrda:

To: Stan Myrda, CPA
From: Sherman Pratt, KWVA Judge Advocate

Dear Sir:

Our KWVA President, Harley Coon has referred your letter of December 15th, requesting payment of $19,004 for your past services to me for reply.

Be advised that, contrary to your apparent understanding, the meeting of some of our board members in St. Louis recently that you allude to has been ruled by me as the Judge Advocate to not have been a valid or legal special meeting of the Executive Board. The notices sent for the meeting did not fully meet the requirements of our Bylaws in that all Executive Board members did not receive notice of the time and precise location of the meeting as expressly required by our Bylaws.

You state that the group authorized you to retain KWVA records and authorized payment of "Stan Myrda’s outstanding bill". Since the meeting has been found to be improperly convened, I have advised President Coon that he is not bound by any actions taken there and that there is no requirement at this time for KWVA to make any payment to you.

In his letter to you of September 20, 1999, President Coon advised you that consideration of your bill will be undertaken when you have returned KWVA records and when you have submitted an itemized bill for only the services you rendered prior to your dismissal at the Mobile, AL meeting of the KWVA on September 12, 1999. If you comply with these conditions, President Coon plans to submit the matter to the next meeting of the Executive Board for final resolution and payment of whatever amount is appropriate."