PETITION FOR DISOLUTION OF NOT FOR PROFIT CORPORATION NEW YORK STATE ATTORNEY GENERAL SUPPORTING DOCUMENTATION

___________________________________ ERIC L. MORIN Et al., SEARCO MEMBERS Complainants V. SHERIFF'S EMPLOYEES ASSOCIATION OF RENSSELAER COUNTY, INC., ALSO KNOWN AS (SEARCO INC.) AND ITS DIRECTORS & MARK A. PICHE (ACTING SEARCO INC. PRESIDENT) & KEVIN ROGERS & ATTORNEYS SHEEHAN GREENE GOLDERMAN & JACQUES LLP. & OTHER DIRECTORS; Respondents DATE: November 11, 2011

(ACTING SEARCO INC. EXE.VIC. PRES)

___________________________________

TO THE ATTORNEY GENERAL OF THE STATE OF NEW YORK The Complainants, listed above by and through its authorized Membership of the Sheriff's Employees Association of Rensselaer County (SEARCO INC.)respectfully request an investigation and

Page 1

ultimately the dissolution of SEARCO INC. for failure to follow the laws of the state of New York, as well as its own by-laws, and failure to represent the best interests of the Association's Members. procured facts. It the is alleged formation the that of SEARCO this INC. the not-for-profitcorporation authority corporation and its Directors and the attorneys of SEARCO INC. not-for-profit has exceeded through fraudulent misrepresentation or concealment of material And that corporation the conferred upon it by law, and has violated multiple provisions of law whereby it has forfeited its charter, and has conducted or transacted manner, policy its and of business by the state the in a and persistently of has its become fraudulent contrary to liable or to be illegal public abuse powers

dissolved, by law and by your office. The complainants herein, Eric L. Morin, Et al., SEARCO INC. Members, respectfully shows and alleges as follows: 1. The complainant herein, Eric L. Morin is a resident of the State of New York. Mr. Morin is employed by the Sheriff of Rensselaer County, 4000 Main Street, Troy, New York as a correctional officer. Mr. Morin is a Member in good standing of the employees Association SEARCO INC.. 2. Association of New of The respondents County, of herein, Inc., Sheriff's (SEARCO The Employees is an of

Rensselaer the

INC.)

active domestic not-for-profit-corporation located in the State York in County Rensselaer. articles incorporation for SEARCO were filed with the New York State Department of State on December 21, 2004. 2.A. Rensselaer The respondent Mark A. Piche is a resident of the County, 4000 Main Street, Troy, New York as a State of New York. Mr. Piche is employed by the Sheriff of

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correctional sergeant. Mr. Piche currently holds the position of President of the employee Association SEARCO INC.. 2.B. Rensselaer Executive INC.. 2.C. The law firm that represents SEARCO INC. is Sheehan Greene Golderman & Jacques LLP, located at 54 State Street, Suite 1001 Albany, New York 12207. It is further alleged that this law firm and its partners have colluded with the founders of SEARCO INC. to knowingly and willfully defraud the Members of SEARCO INC. and have designed SEARCO INC. through its constitution and by-laws to benefit its founding members only and have used their knowledge of the laws to keep the Membership of SEARCO INC. the unaware or misinformed And did on pertinent and matters regarding Association. knowingly willfully The respondent Kevin Rogers is a resident of the County, Vice 4000 Main of Street, the Troy, New York as a State of New York. Mr. Rogers is employed by the Sheriff of correctional officer. Mr. Rogers currently holds the position of President employee Association SEARCO

refuse to follow the laws of the State of New York with regard to the structure, founding, filings and day-to-day operations of the not-for-profit corporation that they represent. 2.D. The respondents to be determined by the appropriate authorities as any other Member, Director or Board of Director, assigned, resigned, or responsible for the actions or any action of SEARCO INC. since its inception date of December 21, 2004. 3. The respondents herein, has a principal place of

business at 4000 Main Street, Troy, New York. SEARCO INC. is an Association of many employees of the Rensselaer County Sheriff's Office and is comprised mainly of correctional officers, correctional sergeants, nursing staff, clerks, maintenance (non

Page 3

supervisory) personnel, cooks (non supervisory) personnel, work order (non supervisory) personnel, etc.. SEARCO INC. has also been known to conduct business under the alias of SEARCO UNION. 3.A. union, rather Most of the above mentioned Members of SEARCO INC. impression that they belong to an employee a privately held corporation owned and than

remain under the

operated by a single director as defined by the Certificate of Incorporation. Currently, all monies paid into SEARCO INC. by its members remains as under the why by full no law control their of the business any the to director. This explains required members upon are afforded

documentation

request

director of this business. The entire operation of SEARCO INC. is an alleged scheme which has operated in a clandestine manner since its inception, designed by its Directors and their attorneys to defraud the members of the rights that they would normally be afforded under an actual "Employee Union" with an elected Board of Directors with regular meetings and elections, rather than an "Employee Association." SEARCO INC. is a business, not a Union, and the Directors of this corporation have not been honest with its members. These Directors choose to act in their own self interests, rather than the interests of the Membership that pays into the company. This goes against everything that an employee Union is supposed to stand for. 4. It is alleged that since its inception, SEARCO INC.

and its executive board of Directors comprised of Mark A. Piche and Kevin Rogers (the Directors) has used SEARCO INC. to attain their own agendas rather than act in the best interests of its Membership. Furthermore it is alleged that the Directors or Members in control of the corporation have looted or wasted the corporate assets, have perpetuated the corporation solely for

Page 4

their personal benefit, and have otherwise acted in illegal, oppressive and fraudulent ways. 5. Directors It is further alleged that SEARCO INC. and its purposely withheld pertinent information from the

Membership of SEARCO INC. leaving Members in the dark on all matters with regard to their constitution, by-laws, budget, bank accounts, assets, annual reports, revenue or receipts, meetings, minutes etc. since its inception date of December 21, 2004. 6. Directors It is further alleged that SEARCO INC. and its have withheld the current contract between SEARCO

Members and Rensselaer County. This contract as well as the previous contract between SEARCO and Rensselaer County have been requested which multiple times by multiple is parties to and its have been denied access to this pertinent document. These contracts are by each Association Member bound employer, Rensselaer County, and the contents of these contracts to this day remain unknown to SEARCO INC. Membership. 7. SEARCO INC., a domestic not-for-profit corporation

is duty bound to follow the rules and laws set forth by the State of New York. These laws are set in place to guarantee that a business is both amicable and uncorrupted. It is alleged that the following laws regarding not-for-profit corporations (NPC) in the state of New York have been willfully violated by SEARCO INC. and its Directors. 7.A. Parts reports (N.Y. NPC. LAW 519. Annual report of Directors.) There has since been no such INC's afforded SEARCO INC. Membership SEARCO (A)(B)(C)(1)(2)(3)(4)and(5).

inception as required by law leaving the years 2005, 2006, 2007, 2008, 2009, 2010 unreported. With these six willful violations,

Page 5

and

numerous

others

as

stated

in

the

above

sections

and

subsections, SEARCO Members request the Attorney General of the State of New York to take immediate action to dissolve SEARCO INC.. 7.B. (N.Y. NPC. LAW 520. Reports of corporation.) required by SEARCO's willful failure to file such reports as corporation and shall subject the

law shall constitute a breach of the Directors' duty to the corporation, at the suit of dissolution) in the case this willful violation, the attorney-general, to an action or special proceeding for dissolution under article 11 (Judicial of this domestic corporation. With

SEARCO Members request the Attorney General of the State of New York to take immediate action to dissolve SEARCO INC.. 7.C. of law this law (N.Y. NPC. LAW 521 Liability for failure to SEARCO of INC. the Members Directors request that any liability for any disclose required information.) Due to their willful violation caused by the Directors inaction and their failure to follow the makes each personally liable damages sustained by any person in consequence thereof. 8. (N.Y. NPC. LAW 602. By-laws.) The by-laws of a

not-for-profit corporation is the rules by which the Directors and Members conduct the business of the corporation and its affairs. officers, The rights be or powers of its Members, and remain Directors within or the should clearly defined

statues of the state of New York. The rules set forth in the bylaws are necessary for the structure and overall integrity of the corporation. Any deviation from the by-laws is a serious breach of contract and leaves the offenders personally liable for their willful violation. Any deviation from the by-laws under this section is a violation as defined by law.

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8.1. repealed or

It is alleged that the by-laws of SEARCO INC. ratified by the Members of SEARCO INC.. It is

which were adopted on April 8, 2005 were never adopted, amended, further alleged that the Members of the corporation were never afforded a copy of the un-ratified by-laws until June 2006. And a copy of the until un-ratified October by-laws and was this not was afforded done by to a all Membership party. 8.2. It is alleged that the by-laws were kept secret from the Membership of SEARCO INC. to ensure that the structure of the corporation was never discovered allowing the Directors to conduct the day to day business of the corporation privately without the knowledge or consent of its Membership. 8.3. formality Admittedly, and its rather the existing a by-laws as set forth a by of the the corporation Directors than served merely simplified 2011 third

fundamental

structure

corporation. These by-laws were rarely followed and were often blatantly disregarded by the Directors of the corporation. Each willful deviation from the by-laws is unlawful. The following by-laws as set forth by SEARCO INC. and its Directors were disregarded. 8.3.A. (By-laws not followed - Article III Section 3) of the by-laws of SEARCO INC.) - states that "any person who does not uphold the constitution and by-laws of the Association are no longer considered Members in good standing and are not entitled to participate in any way in the activities of the Association." 8.3.B. (By-laws not followed - Article III Section 5Regular meetings.) To be held on an annual basis to conduct the business of the corporation. It is alleged that no such meetings were ever held as required by New York State Law. No minutes of any such meeting exists where the following were recorded. 1.

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Roll call of Officers and Directors. 2. Reading of the minutes from the last meeting by the Secretary. 3. Financial report. 4. Reading reports of 6. correspondence Unfinished and actions 7. thereon. New 5. Committee 8. business. business.

Announcements. 9. Adjournment. None of the meetings or actions took place as required by the by-laws of SEARCO INC.. Any meetings that were held were informal and did not concentrate on the structure of the Association, and the Directors conducted business as if they had the exclusive right to do so with disregard for the laws of the state of New York and the by-laws as set forth by the Directors. 8.3.C. Reservation of (By-laws not followed - Article III Section 9. Members Rights.) states that every Member of

SEARCO INC. in good standing "has the reserved right to vote in the election of the Directors of the Association." This right was never afforded to any Member at any time with disregard for and in violation of the laws of the state of New York and the by-laws as set forth by the Directors. 8.3.D. SEARCO INC. in (By-laws not followed - Article III Section 9. good standing "has the reserved right to be Reservation of Members Rights.) - states that every Member of polled prior to endorsement by the Association of candidates for political office." This right was never afforded to any Member at any time and there is records that indicate well over $5,000.00 of Membership funds has been spent out of Association fees to endorse certain candidates for political office, as well as advertisements which were paid for by contributions of Association dues collected from the Membership, with disregard for and in violation of the laws of the state of New York and the by-laws as set forth by the Directors of the corporation. 8.3.E. Directors Section (By-laws not followed - Article IV Board of 2.) -states that "the Directors shall be

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elected by a majority vote of the Members in good standing with the Association, upon secret ballot vote to take place at the annual meeting of the Membership in each year that a Directors term shall expire." And that the "balloting shall be conducted so as to afford all Members a reasonable opportunity to vote." Also, it is alleged that an elaborate scheme to confuse the Membership and guarantee the success of the original Directors and their successors was designed by the Directors and their attorneys with reckless disregard for the Membership. And the above article and section states that "the terms of office of each class of Directors shall be as follows: that of the first class shall expire at the second regular meeting of the Board in 2008, that of the second class shall expire at the second regular meeting of the board in 2009, and that of the third class shall expire at the second regular meeting of the Board in 2010. Following the expiration of the foregoing designated terms, the terms of each Director thereafter shall be for three (3) years." 8.4. inception of Due to the fact that there has never been an SEARCO INC. December 21, 2004. Instead, it is election for any Member of the Board of Directors since the alleged that the initial Directors choose to ignore the by-laws and the laws of the state of New York and continue to unlawfully run their business as usual. These Directors remain unelected by the Membership of SEARCO INC., which again goes against the bylaws of the Corporation and the laws of the State of New York. 8.5. According to the SEARCO INC. by-laws, any terms of any officer that may have been originally appointed to a Board Members positions has expired as early as 2008 and as late as 2010, but make no mistake, each of these positions have expired. Due to the fact that there was no election, and no Members of the Association were given the opportunity as provided by the

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by-laws currently 8.6.

to no

elect Board It

or

re-elect

these

positions, Directors any

there

are

Members is

including that

that

legally

represent the Membership of SEARCO INC. alleged actions, contracts, endorsements, taken by the Board since from as early as 2008 and 2010 are null and void. Any monies collected and spent were done so without authorization and any person doing so did unlawfully going against the by-laws as set forth by the Directors and did so in violation of the above New York State Law. Any Directors past or present, acting outside of the scope of the by-laws and the laws of New York state should be held personally liable for any and all damages. 8.7. Meetings.) Directors shall (By-laws not followed - Article IV Section 8 states be that held "Regular once meeting of the Board of every three months." There

currently exist no records of meetings, dates, times, minutes, votes, actions etc. of the Board of SEARCO INC.. If any such meetings Members, did esp. occur, a it did so and without did so any "elected" Board secretary, without appropriate

minutes of the proceeding of the board. Again acting outside of the by-laws of SEARCO INC. and the laws of the State of New York. 8.7.A. It is alleged that none of these meetings were ever held. If any such meeting did occur as per the schedule required by the by-laws of SEARCO INC., there should be a record of such meetings. These records should include 27 quarterly meetings of the Board of Directors since SEARCO INC's inception in 2005. If there is not a record of each of these meetings, minutes, etc., each missed meeting shall constitute a violation of the by-laws and the laws of the State of New York. 8.8. (By-laws not followed - Article IV Section 12.) Compensation.) - states that "no compensation shall be paid to Page 10

Directors."

If

it

is

determined

that

any

Board

Member

has

received any compensation of any kind, it is an unauthorized expense, and each Member shall be liable for that expense to the Membership of SEARCO INC.. Any compensation taken by any Board Member shall be considered a violation of SEARCO INC's by-laws, and a violation of the above laws of the State of New York. 8.9. Officers) 8.9.A. The President (By-laws not followed - Section 1. President.) of SEARCO INC. has never been elected by the (By-laws not followed - Article VI Duties of

Membership of SEARCO INC. since its 2005 inception, as required by the by-laws, and the laws of the State of New York. Any appointed positions of the Directors has expired according to SEARCO INC. by-laws. (Article 4 Section 2), 8.9.B. (By-laws not followed - Article VI Duties of Officers - Section 2. Executive Vice President.) The Executive Vice President of SEARCO INC. has never been elected by the Membership of SEARCO INC. since its 2005 inception, as required by the by-laws, and the laws of the State of New York. Any appointed positions of the Directors has expired according to SEARCO INC. by-laws,(Article 4 Section 2). 8.9.C. (By-laws not followed - Article VI Duties of Officers- Section 3. Treasurer.) The Treasurer of SEARCO INC. has never been elected by the Membership of SEARCO INC. since its 2005 inception, as required by the by-laws, and the laws of the State of New York. Any appointed positions of the Directors has expired according to SEARCO INC. by-laws,(Article 4 Section 2). It is further alleged that an estimated yearly income of nearly $100,000.00 from SEARCO INC. is being squandered by Directors acting out of title without the knowledge or consent of any Treasurer, the Membership and or any board. The above

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stated

income

is

from

unauthorized

Membership

dues

collected

from SEARCO INC. Members. 8.9.D. (By-laws not followed - Article VI Duties of Officers) Section 4. Secretary. The Secretary of SEARCO INC. has never been elected by the Membership of SEARCO INC. since its 2005 inception, as required by the by-laws, and the laws of the State of New York. Any appointed positions of the Directors has expired according to SEARCO INC. by-laws,(Article 4 Section 2). 8.10. (By-laws not followed - Article X Office and Books.) states that "there correct shall books be of kept account at of the the office of the and Association activities

transactions of the Association including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of the Constitution and by-laws, and all minutes of meetings of the Board of Directors and the executive board." There is no such office, books, minutes that exist to the knowledge of any Members, and as they were have never been afforded after numerous including requests to view such documents. Each request was disregarded, Members advised that such information contracts were privileged, which is a direct violation of SEARCO INC's by-laws and a violation of the above New York State laws. 8.11. Any perceived defense that such by-laws have been amended since SEARCO INC's inception are in direct violation of the by-laws of SEARCO INC., because the by-laws of SEARCO INC. clearly state that any amendments' to the constitution or bylaws "will be subject to the review and approval of the Membership." Any such claims would be backed up by dates, times and minutes of such meetings declaring such actions. These do not exist. 9. (N.Y. NPC. LAW 603. Meetings of Members.) Failure

to hold annual meetings for the Members to hold the election of Page 12

Directors and the transaction of other business and failure to elect a sufficient number of Directors to conduct the business of the corporation in a shall give as cause for dissolution in paragraph of (a) the of corporation petition, provided

section 1102 (c). petition of Members for dissolution. Members are wishing to exercise this right under the law. 10. and records; to (N.Y. NPC. LAW 621 : NY Code - Section 621: Books right research of inspection; have prima facie evidence.) This is in

Currently there is no evidence and any written requests and attempts books been denied. violation of the above law. 11. (N.Y. NPC. LAW 703 : NY Code - Section 703:

Election and term of office of Directors; alternates.) By the above law section (b) Directors shall be elected or appointed in the manner and for the term of office provided in the certificate of incorporation or the by-laws and shall not exceed five years. According to both the laws of the State of New York, and by-laws of SEARCO INC., all Directors or Board Members positions have expired. Any changes otherwise should have been presented to the Membership, voted on etc.. This did not ever happen.

12. Executive

(N.Y. NPC. LAW 712 : NY Code - Section 712: committee and other committees) No such rule or

exception as provided by this law has been exercised by SEARCO INC's Board, otherwise there would be meetings, minutes and a vote of the Membership to secure any of these such actions. 13. (N.Y. NPC. LAW 714 : NY Code - Section 714: No such rule or

Removal of officers. Any removal of officers) Page 13

exception as provided by this law has been exercised by SEARCO INC's Board, otherwise there would be meetings, minutes and a vote of the Membership to secure any of these such actions. 14. (N.Y. NPC. LAW 717 : NY Code - Section 717: Duty

of Directors and officers.) All of the duties of the Directors and officers must meet the standard as required by this law. Any deviation of a Director or Officers duties shall constitute a violation of both the by-laws of SEARCO INC. and the laws of the State of New York. 15. to assert (N.Y. NPC. LAW 719 : NY Code - Section 719: their that rights under this law the that states of that any

Liability of Directors in certain cases.) The Membership wishes liabilities occurred without consent Membership

should be the liabilities and sole personal responsibility of the Board of liability or Directors whether they claim knowledge of said not. Any unauthorized payments or liabilities

incurred by the Membership, shall be repaid to the Corporation. A Board Member is not indemnified against any expenses unless his person dissent thereto shall be entered in the minutes of the acting as the secretary of the meeting before the meeting, or unless he shall submit his written dissent to the adjournment thereof, or shall deliver or send by registered mail such dissent to the secretary of the corporation promptly after the adjournment of the meeting. Such right to dissent shall not apply to a committee Director who voted in favor of such action. which such action is taken shall A be Director who is absent from a meeting of the board, or any thereof, at presumed to have concurred in the action unless he shall deliver or send by registered mail his dissent thereto to the secretary of the corporation or shall cause such dissent to be filed with the minutes of the proceedings of the board or committee within Page 14

a reasonable time after learning of such action. All payments made without authorization of the Membership will be considered a debt owed to the corporation. 16. (N.Y. NPC. LAW 720-a : NY Code - Section 720-A: The Membership Liability of Directors, officers and trustees)

of SEARCO INC. wishes to assert their rights under this law to hold any and all Directors officer and trustees accountable for their actions, and or misdeeds. And any liabilities caused by such persons or their actions be passed directly on to them for their willful violations of the by-laws of SEARCO INC. and the laws of the State of New York. 17. Authorization (N.Y. NPC. LAW 802 : NY Code - Section 802: of amendment or change, class vote) The

Membership of SEARCO INC. wish to assert their rights under this law which would permit them exclusive rights to any changes or amendments to the corporation structure, by-laws, constitution etc.. In the event that any such change was made without the consent such or approval or of the Membership be we wish to find on to the the changes null and void and find that any liabilities caused by persons their actions passed directly Board. 18. N.Y. NPC. LAW 1101 : NY Code - Section 1101: action for judicial dissolution.) The

Attorney-general's

Membership of SEARCO INC. wish to assert their rights under this law which would allow the Attorney General of the State of New York to intervene on behalf of all Members and call for an action of dissolution of SEARCO INC. for the willful violations of the corporations by-laws, and the willful violations of the laws of the state of New York.

Page 15

19. Order etc.) should not to show

(N.Y. NPC. LAW 1104 : NY Code - Section 1104: cause; issuance; publication, service, filings Please order the Directors of SEARCO INC. to show be with dissolved, a and of to furnish the appropriate all bank

cause within four weeks (as required by law) why the corporation authorities schedule all information,

statements, checks paid, and ledgers for the last six years. Please request certified copies of the minutes of each quarterly meeting, all tax returns including 990 forms for the last six years, any contracts that the Corporation or its Directors has signed, any political action committee (PAC) reports, any expenses paid out. Please have them include any donations that they have made, the bank accounts that such donations were drawn from, and the relationship between the Corporation and the person receiving the donation. Please require that they include in their discovery any separate bank accounts as required by law from which PAC contributions were drawn. Please have them include the minutes and the proof that each Member was polled before the endorsement of any political candidate. Any and all liabilities, any creditors or claimants. The name and address of each Member and their signed authorization forms allowing for direct deduction of their paycheck. Any and all amendments to the constitution and by-laws that are pertinent to their actions for the past six years. 19.(A) As a matter of recourse please require that each

Director or Board Member past or present provide a certified copy of their assets, and current bank statements for the past six years to the appropriate authorities for examination by forensic accountants and or agencies to clear their name of any wrong doings. And any person Director or Board Member found to be in willful violation of SEARCO INC's by-laws and or the laws

Page 16

of the State of New York to be held liable for the liabilities occurred within the time of their appointments. With all rights reserved to the Membership of SEARCO INC., with any judgments found to be against the respondents costs and disbursements together with any other relief the Court finds to be just and proper paid to the Corporation. 20. (N.Y. NPC. LAW 1106 : NY Code - Section 1106:

Referee) The Membership of SEARCO INC. recognize that we are in a crucial stage with our "Association." We wish to assert our rights with the appropriate authorities to have a referee appointed to us by the appropriate court with regard to the above law. 21. Preservation membership the and of (N.Y. NPC. LAW 1111 : NY Code - Section 1111: of assets; INC. request or appointment wish that to of receiver.) the The SEARCO and petition appropriate authorities of the

authorities with the assistance in preserving the property of Association appoint, the appropriate any remove or replace any receiver under article 12 (Receivership), assign re-assign director corporation. 22. (N.Y. NPC. The LAW 1113 : of NY Code INC. Section 1113: the

Injunction)

membership

SEARCO

request

appropriate authorities to make any necessary injunctions with regard to the corporation in order to insure the best interests of all Members, including but not limited to the following rules as set forth in the above stated law: At any stage of an action or special of proceeding action under or this

article, the court may, in its discretion, grant an injunction, effective during the pendency the special

Page 17

proceeding (1)

or

such

shorter the

period

as

it and

may its

specify

in

the and

injunction, for one or more of the following purposes: Restraining corporation directors officers from conducting any unauthorized activities and from exercising any corporate powers, except by permission of the court. (2) of the Restraining corporation, or the and corporation from any and its out of the the directors or and officers from collecting or receiving any debt or other property paying otherwise transferring (3) delivering the property of corporation, from

except by permission of the court. Restraining creditors corporation beginning any action against the corporation, or from taking any proceedings in an action theretofore commenced, except by permission of the court. Such injunction shall have the same effect and be subject to the same provisions of law as if each creditor upon whom it is served was named therein. 23. judicial Please consider this complaint as the petition for dissolution, as well as a request for any and all

injunctions needed to procure independence from SEARCO INC. by its Membership. Please note that this complaint defines multiple violations the above of New York as State NPC Law, why with SEARCO the above laws, be paragraphs and subparagraphs, as well as the noted disregard to by-laws the reasons INC. should dissolved. SEARCO INC. and its Directors have not followed the laws of the State of New York, and have not followed their own by-laws that are set forth in order to run the not-for-profit corporation most amicably. SEARCO INC. and its Directors have acted with blatant disregard for its Members and in doing so has lost its right to do business in the State of New York under their current Organization. All Directors through their actions or inactions have proven that they cannot be trusted to act in Page 18

good faith in the best interests of its Membership and therefore should surrender their Certificate of Incorporation to the New York State Department of State immediately. 23.(B) By no means does this petition state all

pertinent facts regarding the above case. If any part of this document is deemed to be disputable or invalid, this shall have no effect on the validity of the remaining facts and allegations. If any of the above facts or allegations are deemed disputable or invalid, the relevant statutory provisions shall apply, and any parts deemed disputable or invalid shall not prejudice any other legal remedies which may be available to the Members of SEARCO INC.. 23.(b) Further, if it is determined that any Director,

Member, or Board Member who has not followed the laws, or in the discovery that any crime or crimes has been committed, we, the law abiding members of SEARCO INC. ask that the allegations be turned over to the appropriate authorities for investigation, prosecution and reserve the rights for any civil actions against such said offender. We request this most respectfully to the appropriate

authorities and jurisdictions.

VERIFICATION

Eric Morin, being duly sworn, deposes and says: I am the complainant in the above-entitled action. I have read the foregoing complaint and know the contents thereof. The Same are true to my knowledge, except as to the matters therein Page 19

stated to be alleged on information and belief and as those matters I believe them to be true.

Sworn to before me this ____ day of November, 2011 NOTARY SEAL

____________________________ Eric L. Morin Complainant

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