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73-CV-18-4431

Filed in Seventh Judicial District Court


5/24/2018 1:56 PM
Stearns County, MN

STATE OF MINNESOTA SEVENTH JUDICIAL DISTRICT

COUNTY OF STEARNS DISTRICT COURT

Court File No. ------

PETITION FOR CONFIRMATION OF


In the Matter of the ADMINISTRATION OF CHARITABLE FUND,
Lindmark Endowment for MODIFICATION OF FUND
Corporate-Business Ethics Fund ADMINISTRATION,
AND FOR OTHER RELIEF

TO THE HONORABLE JUDGES OF THE DISTRICT COURT ABOVE NAMED:

Petitioner, Saint John's University, respectfully represents to the Court as follows:

I. BACKGROUND

1. Petitioner is an accredited post-secondary educational institution located in

Stearns County, Minnesota. Petitioner was formed as a Minnesota nonprofit corporation and is a

public charity that is exempt from federal income tax under section 50l(c)(3) of the Internal

Revenue Code of 1986. Petitioner's stated mission is to provide young men with a distinctive

residential liberal arts education, preparing them to reach their full potential and instilling in

them the values and aspiration to lead lives of significance and principled achievement.

2. In 2004, Petitioner received a gift of $50,000 from a settlement fund established

as part of the resolution of a class action lawsuit brought against American Express Company

and related companies. See Lindmark et al. v. Am. Express Co. et al., No. 2:00-CV-08658, C.D.

Cal. (2004). A named class representative in that suit was Roger Lindmark ("Lindmark"), an

alumnus of St. John's University. Under the terms of the apparent class action settlement

agreement, which is not a public record, the settling defendants agreed to make certain charitable

contributions to a charitable fund to be used to "compensate society." By order dated January

20, 2004, the court supervising the settlement agreement and awards from the charitable fund
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directed that $50,000 be paid from the charitable fund to Petitioner "to fund programs and

activities in the field of corporate-business ethics." A true and correct copy of the court's order

and the check for $50,000 made payable to Petitioner is attached hereto as Exhibit A and

incorporated by this reference.

3. Consistent with the January 20, 2004 court order, on February 9, 2004, Petitioner

accepted the distribution from the charitable fund as the initial contribution to what is known as

the Lindmark Endowment for Corporate-Business Ethics Fund (the "Fund"). A document

setting forth the purpose of the Fund was executed by Petitioner and Lindmark (the "Fund

Document"). A true and correct copy of that Fund Document is attached hereto as Exhibit Band

incorporated herein by this reference.

4. On August 19, 2008, Petitioner received a gift of $250,000 directed to the Fund,

as the result of a settlement of a class action lawsuit brought against Southern California Gas Co.

See, e.g., Continental Forge Co. v. S. Cal. Gas Co., No. BC237336 (L.A. Super. Ct.). Upon

information and belief, Lindmark represented one or more of the plaintiffs in that case as an

attorney. The terms upon which the distribution from this settlement were made are unknown to

Petitioner. A true and correct copy of the check transmitting the $250,000 to the order of the

Fund and listing as payor "Engstrom, Lipscomb & Lack Gas Anti-Trust Litigation" is attached

hereto as Exhibit C and incorporated by this reference.

5. In early 2010, Petitioner and Lindmark executed a document (the "Amended Fund

Document") purporting to amend the Fund Document. A true and correct copy of the Amended

Fund Document is attached hereto as Exhibit D and incorporated herein by this reference. As

relevant to the present Petition, the Amended Fund Document recites the purpose of the Fund to

be as follows:

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The annual endowment proceeds from the Lindmark Endowment for Corporate-
Business Ethics is to be used to fund programs and activities in the field of
Corporate-Business Ethics in the following order of priority.

1. The Lindmark Fellowship in Ethics will be an attractive and


competitive on-campus, summer undergraduate research fellowship experience
for Saint John's students who have completed their junior year. The summer
award will be substantial so the recipients will have summer income in order to
return to SJU. Upon completion of the 10 week summer fellowship, students will
submit their work during their senior year for presentation at conferences and/or
publication in professional journals. The work will also be submitted for
competition in the annual undergraduate research "Scholarship and Creativity
Day." The fellowship program will be administered by Office of the Associate
Provost and Academic Dean in consultation with Institutional Advancement.

2. Guest lecturers will be funded to speak on business ethics in


classes offered to future executives and entrepreneurs, including in the
departments of business management, accounting, economics and philosophy;
such lecturers will also be invited and expected to speak to the larger campus
community.

3. Corporate ethics internships will be established in partnership with


several Fortune 500 companies headquartered in Minneapolis/St. Paul, and funds
will provide student stipends and modest living or travel expenses.

4. Additional course offerings will be designed to complement


existing courses in business, biomedical and environmental ethics and other ethics
courses with the goal of strengthening the focus on ethics education specifically
for students likely to pursue corporate-business careers. When additional funds
are raised, Saint John's will designate one of its outstanding professors of ethics
as the holder of the Lindmark Professorship in Corporate-Business Ethics.

5. A book fund will be established with the University library for the
acquisition of published materials on the topic of corporate-business ethics.

Awards from the Fund shall be made in a manner that is consistent with Federal
and Minnesota law. A determination by Saint John's University and its legal
counsel regarding compliance with applicable law shall be conclusive.

(Ex. D at 3.)

6. In accordance with the terms of the Amended Fund Document, Petitioner has held

the Fund as an endowment fund subject to its spending policies adopted from time to time and

has focused its use of the Fund's spendable amount on the Lindmark Fellowship in Ethics as the

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first priority. In the initial years of the Fund, from 2004 through 2010, the spendable amounts

were not withdrawn to fund fellowships but were retained in the Fund, as the spendable amounts

were not sufficient to provide for the full $7,000 fellowship amount intended to be awarded to

each recipient. From 2010 through 2018, fellowship awards have been granted to sixteen

students. In total, $112,000 has been distributed in fellowship awards.

7. Petitioner has attempted to award two fellowship awards each summer, however,

in each of the summers of 2011 and 2013 only one fellowship was awarded. The constraints

contained in the Amended Gift Document have the effect of reducing the number of qualified

applicants for the fellowships. The intention that the recipients live on campus is not attractive to

students who have off-campus housing arrangements they desire to retain, which many upper

class students have. Further, the requirement that recipients conduct their fellowship in the

summer before their senior year is also not attractive to some of the most likely candidates -

Global Business Leadership majors - because many are actively seeking and performing

internships and employment in their fields of study, so are less likely to pursue a summer

research fellowship. Finally, a focus solely on corporate and business ethics further limits the

pool of interested and qualified candidates for the fellowships. Modifying these restrictions to

better fit the practical needs of the students would make awarding the intended number of

fellowships more feasible.

8. Each recipient of the fellowship award has been tasked with producing a written

submission detailing their summer research in the field of business ethics or, in some years a

broader ethics topic has been approved. Reviewing and approving the choice of topic, scope of

research, and quality of the work product are aspects of the Fund and the fellowship that have

been, and should remain, within the purview of the Petitioner, specifically the Chief Academic

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Officer of the University. These academic matters should not be subject to the opinions of other

individuals not associated with academics at the University.

9. Despite Petitioner's good faith administration of the Fund in accordance with the

Amended Fund Document, on or about November 8, 2017, Petitioner received a letter from

Lindmark detailing his dissatisfaction with the administration of the Fund. Lindmark demanded,

among other demands: (1) that the Fund be dissolved; (2) that no further funds be paid out from

the Fund; (3) that Petitioner provide him an accounting of all expenditures from the Fund; and

(4) that Petitioner pay "a bank draft for the final fund balance payable to [his] name." A true and

correct copy of Lindmark's November 8, 2017 letter is attached hereto as Exhibit E and

incorporated herein by this reference.

10. Over the ensuing months, Petitioner has made an effort to amicably address

Lindmark' s concerns by offering to discuss clarifications, modifications or alternative uses for

the Fund, but Petitioner's efforts have been met with the threat of legal action by Lindmark

seeking to dissolve the Fund.

11. Petitioner believes that its administration of the Fund has been proper and in

compliance with the Amended Gift Document, the court orders directing the contributions to the

Fund, the purposes for which the Fund was created, and applicable law. Therefore, Petitioner

respectfully petitions the Court pursuant to Minn. Stat.§ 501C.0202, for an order: (1) confirming

that the actions taken by Petitioner in its administration of the Fund to date have been proper;

(2) instructing Petitioner regarding the future administration of the Fund; and (3) instructing

Petitioner that it may not pay or transfer assets of the Fund to Lindmark.

II. JURISDICTION AND VENUE

13. In Minnesota, the management of charitable gifts is governed in part by the

Uniform Prudent Management oflnstitutional Funds Act ("UPMIFA"), Minn. Stat. §§ 309.73 et

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seq. Under UPMIF A, a fund held by an "institution" exclusively for a "charitable purpose" is an

"institutional fund" and is subject to UPMIFA. See Minn. Stat. § 309.735(5). Petitioner is an

"institution" within the meaning of UPMIF A, and the Fund is held for a charitable purpose. See

id. § 309.735(1) and (4). Minnesota Statutes section 309.735(5) defines an "institutional fund"

as a fund held by an institution exclusively for charitable purposes, other than program-related

assets. A "program-related asset" means an asset held by an institution primarily to accomplish a

charitable purpose of the institution and not primarily for investment. Minn. Stat.§ 309.735(7).1

The Fund, as a scholarship or fellowship fund held by Petitioner for its educational activities, is

an "institutional fund."

14. UPMIFA specifically provides that, upon application of an institution, the court

"may modify a restriction contained in the gift instrument of an institutional fund pursuant to the

procedure, and in accordance with the standards, set forth in" Minnesota Statutes section

501B.31, subd. 2. Minn. Stat.§ 309.755(b).

15. Minnesota Statutes section 501B.31, subd. 3 defines a "charitable trust" for

purposes of sections 501 B.31 through 501 B.45 as a "fiduciary relationship with respect to

property that arises as a result of a manifestation of an intention to create it, and that subject the

person by whom the property is held to equitable duties to deal with the property for a charitable

purpose." Thus, for purposes of sections 501B.31 through 501B.45, a charitable gift to a

1 The Minnesota Attorney General, who is charged with supervision of charitable gifts and trusts in Minnesota
clarifies that "an institutional fund is typically created when a donor provides a donation or grant to an institution,
but restricts the institution to using the funds for a particular charitable purpose. Examples include endowments,
scholarship funds, and restricted-use gifts to institutions like universities or health care systems." See Minn. Att'y
Gen., A Guide to Minnesota's Charities Laws 18 (2017). The Uniform Law Commission, which enacted the
uniform law upon which Minnesota's UPMIF A statute is modeled, further clarifies that "[i]f the dollars of a fund are
used to pay for charitable activities, the fund will be governed by UPMIF A. Thus, almost all funds held by charities
will be governed by UPMIF A. The exclusion for program-related assets applies to tangible real assets held by a
charity for direct use in its charitable activities." Unif. Law Comrri'n, Program-Related Assets Under UPMIFA,
http://www. uni form! aws .org/S hared/Docs/Pruden t%20Mgt%20o f0/o20 Institutional %20Funds/UPMIF A %20 Pro gram
%20Related%20Assets%20Article.pdf. The Uniform Law Commission further explains that laboratory equipment
of a university, a house owned by a homeless shelter, or the food preparation equipment and building of a soup
kitchen are program-related assets. Id.

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charitable organization that is not held as an express trust nonetheless falls within the broad

definition of a "charitable trust" for purposes of section 501 B.31 et. seq. and a corporation or

other legal entity "who is vested with the control or responsibility of administering property held

for a charitable purpose" is included in the definition of a "trustee" of such a "charitable trust".

Minn. Stat. § 501 B.31, subd. 4.

16. Minnesota Statutes section 501 B.31, subd. 2 provides that "if the purpose and

object of the donor's charity are imperfectly expressed, the method of administration is

incomplete or imperfect, or circumstances have so changed" as to make literal compliance with

the terms of a charitable trust "impracticable, inexpedient, or impossible," a court may "make an

order directing that the trust must be administered or expended in a manner the court determines

will, as nearly as possible, accomplish the general purposes of the instrument and the object and

intention of the donor, without regard to, and free from any specific restriction, limitation, or

direction it contains." A petition for such relief must be made pursuant to Minnesota Statutes

section 501C.0202. Minnesota Statutes section 501C.0202 provides that this Court has

jurisdiction "to construe, interpret, or reform the terms of a trust, or authorize a deviation from

the terms of a trust, including [in] a proceeding involving section 501 B.31."

17. Venue is proper in this Court because Petitioner, having custody of the Fund's

assets, resides in Stearns County. See Minn. Stat.§ 501C.0207.

III. ANALYSIS

A. Petitioner's Administration of the Fund

18. A primary purpose of the Fund, according to the Amended Fund Document, is to

provide fellowships to undergraduate students "in the field of Corporate-Business Ethics." (See

Ex. D at 3.)

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19. To the extent reasonably possible, Petitioner has attempted to comply in good

faith with the purpose of the Fund. Fellowships of $7,000 have been awarded to two fellows

each summer starting in 2010 (with the exception of 2011 and 2013 when there were insufficient

qualified and interested candidates to support more than one award each of those summers).

Fellows have been required to submit fellowship proposals in the field of corporate-business

ethics and other areas of ethics study and concern. Their research work has been overseen and

approved by faculty moderators. In all but two instances, Fellows have prepared final written

documents covering their chosen subjects. Petitioner respectfully asks the Court to affirm that it

has met the purposes and processes set forth in the Amended Gift Document by its past

administration of the Fund.

20. Petitioner also asks the Court to instruct it to continue to administer the Fund

according to the provisions of a proposed Second Amended Fund Document which is attached

hereto as Exhibit F and incorporated herein by this reference. The proposed Second Amended

Fund Document clarifies and specifies the administration of the Fund, taking into account the

initial purposes of the Fund, the interests and qualification of the students who may be candidates

for fellowships, the effect of the distributions of the Fund to the fellows and their learning

opportunities, and the Petitioner's desire for clarity, flexibility and finality in its decisions and

application of the Fund's operational provisions.

B. Lindmark's Demand for Payment of Fund Assets

21. Lindmark has demanded that Petitioner terminate the Fund and distribute its

assets to him. Petitioner respectfully requests that the Court instruct Petitioner not to do so.

Petitioner asks the Court to confirm that Petitioner has no obligation to account for the Fund or

its uses to Lindmark.

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22. Under UPMIF A, an institution and a donor may agree to modify a restriction

regarding the use of an institutional fund. However, any agreement that would allow the fund to

be used or distributed for "a purpose other than a charitable purpose of the institution" is

expressly barred by law. Minnesota Statutes Section. 309.755(a) provides that "A release or

modification may not allow a fund to be used for a purpose other than a charitable purpose of the

institution." The commentary to UPMIF A by the Uniform Law Commission expressly states

that a gift to an institution is a "completed gift" over which the donor "has no retained interest."

UPMIF A § 6 cmt. (Unif. Law Comm 'n 2006). Thus, "the donor cannot redirect the property to

another use by the charity," including distribution back to the donor. See id.

23. For the above reasons, Petitioner may not return institutional funds to a donor

simply because the donor is dissatisfied with the administration of those funds. Indeed,

Petitioner is expressly precluded from doing so by law.

24. Further, even if there were some justification that the Fund be dissolved and its

funds returned to its donor, which there is not, the facts surrounding the contributions here

indicate that Lindmark is not the legal donor of the Fund in the first place. Of particular note,

none of the assets making up the corpus of the Fund were given to the Fund by Lindmark. On

information and belief, at no time was Lindmark personally entitled to these assets by reason of

the lawsuit settlements, nor did the funds pass through his hands before being contributed to

Petitioner. Instead, the funds were directed to Petitioner by court-approved settlements of class

action lawsuits involving third-party defendants. Thus, while it is unclear whether the

defendants in those class action cases, or the courts that ordered the charitable distributions to

Petitioner, or some other party, may be considered the legal donors to the Fund, Lindmark did

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not contribute the assets making up the Fund, and he has no right to them under any

circumstances.

25. For the above-stated reasons, Petitioner respectfully asks that the Court to find

that Lindmark is not the legal donor of the Fund and, further, to instruct it that it may not pay or

transfer assets from the Fund to Lindmark.

IV. INTERESTED PARTIES

26. To the best of Petitioner's information and belief, the names and addresses of the

persons who have or may reasonably claim to have a present or future interest in the Fund are as

follows:2

Minnesota Office of the Attorney General


1400 Bremer Tower
445 Minnesota Street
St. Paul, MN 55101

None of the persons named above is or has been in the military service of the United States

within the three months immediately preceding the filing of this Petition. Petitioner does not

believe that there are any minors who have or claim to have an interest in the Trust for whom a

guardian ad !item need be appointed or that a guardian ad !item need be appointed for any parties

in interest who are presently unascertained, not in being, or unknown. Pursuant to the provisions

of Minnesota Statutes Section § 501 C.0305, this Court is requested to represent each person and

party in interest who is a minor or an incapacitated person as defined in Minnesota Statutes

Section § 524.5-102 and who has no guardian or conservator within the State of Minnesota and

each person and party in interest who is unborn, unascertained, or a person whose identity or

address is unknown to the Petitioners.

2
Even though Roger Lindmark does not qualify or have standing in this proceeding as an interested party, a
courtesy copy of the Petition and Order for Hearing will also be delivered to Roger Lindmark at 1129 S. Bedford
Street, Los Angeles, CA 90035.

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V. PRAYER FOR RELIEF

WHEREFORE, Petitioner respectfully petitions the Court pursuant to Minnesota Statutes

Section 501 C.0202, for an order setting a time and place for hearing the Petition and, upon such

hearing, issuing its order:

(1) Confirming that the actions taken by Petitioner in its administration of the Fund to

date have been proper;

(2) Instructing Petitioner regarding the future administration of the Fund by approving

the Second Amended Fund Document as the sole governing instrument for the Fund;

(3) Instructing Petitioner that it may not pay or transfer assets of the Fund to Lindmark;

(4) Confirming that Lindmark is not the legal donor of the Fund;

(5) Awarding to Petitioner its attorney's fees, costs and disbursements; and

(6) Granting such other and further relief as the Court may deem lawful, just, equitable,

and proper.

Dated: May~' 2018

St. John's University

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STATE OF MINNESOTA

COUN TY OF STEARNS

Robert E. Culligan, being first duly sworn, on oath says that he is the Vice President for
Institutional Advancement of St. John 's University, the Petitioner in the foregoing Petition; that
he has read the foregoing Petition and kn ows the contents thereof; and that the same is true of his
own kn owledge, except as to matters therein stated on inform ation and belief, and as to such
matters he believes them to be true.

NOTARIAL STAMP OR SEAL (OR OTHER TITLE OR RANK) Signed and sworn to (or affirmed) before me
on l'v\ a,'i ~ '-\- _],,Q I~ by
1
Robert E. Culligan on behalf of St. John's
University.

~~ 'YhcL½._
SIUNATURE OF NOTARY PUBLIC OR OTHER OFFTCIAL
·..
Attorneys for Petitioner

Michael R. Cunningham (#20424)


Sheryl G. Morrison (#193276)
James R. Thomson (#398559)
Gray, Plant, Mooty,
Mooty & Bennett, P.A.
80 S. 8th Street, Suite 500
Minneapolis, MN 55402
Telephone: (612) 632-3000
Facsimile: (612) 632-4000
Email: michael.cum1ingham@gpmlaw.com
sheryl.morrison@gpmlaw.com
jam es. thomson@gpmlaw.com

GP:4830-1887-5237 v5

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EXHIBIT A
73-CV-18-4431
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I MILBERG WEISS BERSHAD


HYNES & LERACH LLP
2 JOHN J. STOIA.J JR. (141757)
JOY ANN BULL (138009)
3 401 B Street, Suite 1700
San Diego, \.;A 92101
4 Telephone: 619/231-105 8
gs ~~19/23/1-7423 (fax)
~ ?~tto~eys for Plaintiffs y
a _6 ..,J,, f Priority -;;,-
kl Send
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UNITED STATES DISTRICT COURT
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>I WESTERN DIVISION
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ROGER M. LINDMARK, ANNA M. Civ. No. 00-8658-JFW(CWx)
11 WALDEN and STUART GERBER, On
Behalf of Themselves and All Others CLASS ACTION
~2 Similarly Situated, and On Behalf of the
General 'Public, <l:P-R~ ORDER ALLOCATING
13 CHARITABLE CONTRIBUTION
Plaintiffs,
14
vs.
15
AMERiCAN EXPRESS COMPANY, et
16 al,
17 Defendants.
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ID~
73-CV-18-4431
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,,
Case 2:0 cv-086~.8-JF~--; Document 108 · ~led 01120109age 2 of 4 Rage m #:90
..
~ '· . .

1 This matter having come before the Court on a Joint Ex Parte Application
~.l
by
2 Counsel for Settling Parties Re: Selection ofCharities; the Court having conside~~d all
;,::
3 papers filed and otherwise being fully informed, and good cause appearing ther~for:
~··)

4 IT IS HEREBY ORDERED, adjudged and decreed that: .


5 1. All capitalized terms used herein shall have the .same meanings as set
6 forth in the Stipulation of Settlement filed on October 29, 2002 (the "Stipulation"),
7 2. The Court awards the sum of $125,000 to be paid from the Charitable
8 Contribution established by the Stipulation to the Department of Justice Studies at
9 Kent State University. Such funds are to be used as outlined in the proposal submitted
10 to the Court as Exhibit A to the Declaration of Joy Ann Bull in Support of Joint Ex
11 Parle Application by Counsel for Settling Parties Re: Selection of Charities.
12 3. The Court awards the sum of $ $'.1I.
, at:)() to be paid from the
13 Charitable Contribution established by the Stipulation to the.Consumer Federation of
14 America ("CFA"). Such funds are to be used by CFA in furtherance of consum~r
15 policies related to credit and debt issues.
16 4. The Court awards the sum of $ Sb,
7
('.:)c, a to be paid from the
17 Charitable Contribution established by the Stipulation to St. John's University to be
18 used to fund programs and activities in the field of corporate-business ethics.
19
20
HONORABLEJOHNF. WALTER
21 ITED STATES DISTRICT JUDGE
22
23 O:\Cases-SD\AmEx•Opt!ma.set\ORD00005614,doc

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.
Case 2:0 cv-086~8-JF~-tr< Document i08 J!iiled 01/20/0sage 3 of 4 Rage IC #:91

1 DECLARATION OF SERVICE BY UPS DELIVERY (.:l


t:U
2 I, the undersigned, declare: '
'
~~=
.. ,o
. =: ..

3 l. That declarant is and was, at all times herein mentioned, a citizen if the
(,;,")

4 United States and a resident of the County of San Diego, over the age of 18 years, and
5 not a party to or interest in the within action; that declarant's business address is 401 B
6 Street, Suite 1700, San Diego, California
. 92101:
~ .
7 2. That on January 14, 2004, declarant served by UPS, next day delivery,
8 the [PROPOSED] ORDER ALLOCATING CHARITABLE CONTRIBUTION to
9 the parties listed on the attached Service List.
1O I declare under penalty of perjury that the foregoing is true and correct.
11 Executed this 14th day of January, 2004, at San Diego, California

12 l
-----H_.:._-=----'----::_.++-----
13
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15
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Case 2:0d-cv-086~8-JF~-ax Document !08 Filed 01/20/0tJ'age 4 of 4 f?age Iii) #:92


AMERICAN EXPRESS-OPTIMA
Se,vice List - 1/13/2004 (200-210>
Page 1 of 1
Counsel For Defendant(s)
Julia B. Strickland
Stroock & Stroock & Lavan LLP
2029 Century Parle East, Suite 1800
Los Angeles, CA 90067-3086
310/556-5800
.310/556~5959 (Fax)

Counsel For Plalntiff{s)


John J. Stoia, Jr.
Joy Ann Bul.L:
Milberg Weiss Bershad Hynes & Lerach LLP
401 B Street, Suite 1700
San Diego, CA 92101-4297
619/231-1058
619/231-7423(Fax}

Counsel for Objector


Edward W. Cochran
2872 Broxton Road
Shaker Heights, OH 44120

Courtesy Copy;·

Roger M, Lindmark
1023 South Bedford Street, #3
Los Angeles, CA 90035

.. 3.
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cnacx OATE VENDOR (.D. ACCOUNTS PAYABLE CHECK


Aurerican Express
06/09/04 CHECK NUMBER
ASTOI096A
20002 North 19th Avenue 82190039
An A m erican Exp ress Co m pan y
Phoenix, Arizona 85027 74-1292
fc.invoice.ioquiries@aexp.com ~·
Bank One, NA ~ Dearborn
Belleville, Michigan 48111

TO SAINT JOHNS UNIVERSITY


THE
ORDER
PO BOX 7222
OF
COLLEGEVILLE MN 56321

11•a2~9003911• ,:0721..~2927,: 002soi..bbn•

REF NO: AP-OOO-ASTOI096A CK NO: 82190039

50000.00 50,000.00
233967 1007780R 05-14-04

50,000.00 .00 50,000.00


TOTALS
REMITTANCE ADVICE
o\merican Express Travel Related Services Company, [NC. oer ,\Cli BEFORE OEPOSIT,!.~G '"' . , ...
){l(l(l? Mn.-rh· I Clth ~ ""'"'"''" Pl""~,..;.,. ~ .-i-rnn-:i R.::;:(l?/ Fr invnirp,, inn1tidp,,c:f17l :lP''\"n rnm
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EXHIBIT B
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Final -· 2-9-2004

SAINT JOHN'S UNIVERSITY

The Lindmark Endowment for Corporate-Business Ethics


Criteria Statement

Background

Consistent with its mission of values-based education and its vision to be the finest Catholic
liberal arts college in America, Saint John's University will establish the Lindmark
Endowment for Corporate-Business Ethics, named in honor of 1974 graduate, attorney
Roger M. Lindmark. ·

Saint John's University is located in Central 'Minnesota, just outside metropolitan Saint
Cloud, and 70 miles northwest of the twin cities of Minneapolis/St. Paul. Founded in 1857,
it has a deep respect for the Catholic intellectual tradition and the Benedictine principles
that guide it.

Students come from 40 states and 37 foreign countries and trust territories. The faculty
includes approximately 275 professors, among them Benedictines and lay professors with
diverse religious and cultural backgrounds. The liberal arts education provided by Saint
John's University is guided by the Benedictine principles of the colleges' founders and
sponsoring religious communities. The liberal arts, valuable in themselves, are the center of
disciplined inquiry in ethics and values and a rich preparation for professions in business,
law, medicine, education, public life and service to others in many forms of work.

Roger Lindmark graduated from _Saint John's University in 1974 with a Bachelor of Arts
Degree in Psychology. Following graduation, he enrolled at Long Island University in New
York where he completed his Master of Arts in Clinical Psychology in 1977. In 1983, Roger
received his Juris Doctor Degree from Pepperdine University in Malibu, California. Roger is
currently a practicing attorney specializing in employment and labor litigation, personal
injury and appellate practice.

Roger Lindmark is the lead plaintiff in an action filed in Federal District Court in Los Angeles
against the American Express Company bearing Case No. 00-CV-8658 on August 15, 2000
on behalf of credit card holders who incurred finance charges on American Express credit
cards under the "average daily balance" method of calculating interest. In the Second
Amended Complaint filed on November 4, 2002, the plaintiffs allege that defendants
American Express Company, American Express Centurion Bank and American Express
Travel Related Services Company, Inc. (together, "American Express" or "Defendants")
charged daily compounded interest under the average daily balance method without
adequately disclosing this practice in card member agreements, alleg_edly in violation of
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The Lindmark Endowment For Corporate-Business Ethics


Page 2

certain federal and California statutes and California common law. The Representative
Plaintiffs also allege that American Express applies payments and credits to lower interest
rate balances on card accounts (such as balances for promotional balance transfers) before
applying them to higher interest rate balances (such as balances for purchases), that this
practice was not adequately disclosed to cardholders, and that it resulted in higher finance
charges in alleged violation of certain federal and California statutes and California common·
law.

American Express has denied and continues to deny all of the Plaintiffs' claims and
contentions, including, among other things, that it failed adequately to disclose its practices
of compounding interest on a daily rather than monthly basis and applying payments and
credits first to lower interest rate balances. American Express has agreed to settle the
action solely to avoid the expense and inconvenience of further litigation.

As part of the Settlement, American Express in August and September 2001, mailed
amendments to its card member agreements (the "Amendments") with respect to the above
finance charge practices. The Amendments also contained disdosures regarding changes
to other fees and charges, which changes were implemented in 2001. However, due to an
administrative error, approximately five million American Express cardholders did not
receive the Amendments, potentially causing the members of the Delayed Notice Class to
incur certain fees and other charges before they were disclosed. American Express
corrected this administrative error by mailing the Amendments in 2002 to cardholders who
did not previously receive them. The Plaintiffs allege that Defendants are required to refund
to members of the Delayed Notice Class all fees and charges paid between September 1,
2001, and September 15, 2002 based on the Amendments.

The Cy Pres Settlement Gift

To establish the Lindmark Endowment for Corporate-Business Ethics an initial donation and
gift by American Express Company of $50,000 will be received as directed and stipulated to
by the parties to the Lindmark v. American Express (Case No. OO-_CV-8658) Settlement,
. which requires a cy pres donation to "compensate society." The gift will be made to the
Order of St. Benedict for the above stated educational purpose in the conduct of Saint
John's University. In addition, Saint John's will accept additional support for this
endowment fund from alumni, corporations and other businesses who seek to promote the-
highest standard of ethics in the education of our nation's future generations of executives _
and entrepreneurs. Saint John's shall hold the Fund and all additional gifts to it as an c"o,..f'l,4
endowed fund.
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The Lindmark Endowment for Corporate-B1..1siness Ethics


Page 3

Account No.: 0 - I (p ?f O"J... - 41~ I

Purpose

The annual endowment proceeds from the Lindmark Endowment for Corporate-Business
Ethics is to be used to fund programs and activities in the field of Corporate-Business ~·
Ethics.
1. Guest lecturers will be funded to speak on business ethics in classes offered to
future executives and entrepreneurs, including in the departments of business
management, accounting, economics and philosophy; such lecturers will also be
invited and expected to speak to the larger campus community.

2. Corporate ethics internships will be established in partnership with several Fortune


500 companies headquartered in Minneapolis/St. Paul, and funds will provide
student stipends and modest living or travel expenses.

3. Competitive "Ethics Awards" will be presented to four junior .applicants annually from
selection criteria to include: 1) an essay on corporate ethics and responsibility 2)
completion of two courses in ethics, and 3) demonstrated attendance at the campus
appearance of three guest lecturers on business ethics.

4. Additional course offerings will be designed to compliment existing courses in


business, biomedical and environmental ethics and other ethics courses with the
goal of strengthening the focus on ethics education specifically for students likely to
pursue corporate-business careers. When additional funds are raised, Saint John's
will designate one of its outstanding professors of ethics as the holder of the
Lindmark Professorship in Corporate-Business Ethics.

5. A book fund will be established with the University library for the acquisition of
published materials on the topic of corporate-business ethics.
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Pay Out

1. To further the Purpose of the Lindmark Endowment for Corporate-Business Ethics,


Saint John's shall annually pay out of the net income (e.g., dividends and interest less
expenses) and net appreciation (realized and unrealized capital gains, in excess of ~ ,.
losses) an amount which the University Board of Regents determines is prudent. No -~
pay out shall be made in the first fiscal year the gift is received. The net income and net
appreciation earned in that fiscal year will be added back to the Fund.

2. In those years when net income and net appreciation are in excess of the pay out, the
excess shall remain in the Lindmark Endowment for Corporate-Business Ethics as a
source of future pay outs. ·1f in any year the net income and net appreciation is less than
the pay out, prior accumulated net income and net appreciation will be used to make a
full pay out possible; but at no time shall the pay out Invade the original gift o~ any
additional gifts to the Fund.

Reservation

Because circumstances change from time to time, it is possible that criteria for the
expenditure of funds cannot be met at some future date (l.e. a program is dropped from the
curriculum, so funds can no longer be expended). In such cases the original donors to this
endowed fund will.be consulted on appropriate changes to the criteria. If none of the·
original donors is alive, or available for consultation, the (University Board of Regents) may
modify the criteria in such a way as to allow for the expenditure of the fund. In all cases,
the original intent of the donor shall be foremost in the decision making process, and new
criteria shall adhere as closely as possible to the original criteria. (Note: MN law may
require a court's concurrence in any such changes to the fund's criteria.)

The Endowment Fund shall be subject to Saint John's Articles of Incorporation and Bylaws
as they may be amended from time to time.

Notification

An annual report of the Lindmark Endowment activities and information concerning the
investment performance of the endowment with the new fund balance shall be sent to:

Roger M. Lindmark, Esq.


No. 3
1 023 South Bedford Street
Los Angeles, CA 90035
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The Lindmark Endowment For Corporate-Business Ethics


Page5

Acceptance

~)If~
Roger M. Lindmark, Esq.

The undersigned gratefully accepts on behalf of Saint John's University the establishment
of the Lind mark Endowment for Corporate-Business Ethics together with the criteria and
terms of the gift as above specified.

Date: __~_
/_cJ'l_
/_v 'I _

Br. Dietrich Reinhart, OSB


President, Saint John's University
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EXHIBIT C
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ENGSTROM, LIPSCOMB & LACK COMERICA BANK·CALIFORNiA.


GAS ANTI-TRUST LITIGATION ·13200'Crossroads Pkwy North, Ste.100
10100 SANTA MONICA BLVD., 16th FLOOR City of Industry, California 91746
. .
LOS ANGELES, CALIFORNIA 90067-4107
~0-31521121:1 ,- _~0:\ .... 0001T2n
TWO HUNDRED FIFTY THOUSAND DOLLARS & 00 CEN:T:;3 ·
PAY
TOTHE
ORDER OF

Li.ndmaz k . Endo~ent_. fo.~ Co.~p'. •. !,',


Business Ethics· · ~: ' ..

::.:" .-: _,.:. :.: .;:.::..:a..:::::.. :l'..:N)~~~~lit~~~~f.~·/:·!.;l:i/·~·:·~[{\:::·~:.;;;~.~-:~µ{i·:• .:·i:,:·.· .

11•00172011• ,:i.211:1?s22,: 1ag12i;79ss11•

:NGSTROM, LIPSCOMB & LACK • Gas Anti-Trust Litigation 10100 Santa Monica Blvd., 16th Floor NO.
0001720
Los Angeles, California 90067·41.07

38000/02508 Continental Forge Company V·,

:'./\)tt~\:i.O: ....:;-\. , . ·: .

. ·, ..... '',',,
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EXHIBITD
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Revised: Spring 2010

SAINT JOHN'S UNIVER,SITY

The Lind mark Endowment for Corporate-Business Ethics Fund


Gift ·Instrument/Criteria St.atement

Background

Consistent with its mission of values-based education and its vision to be the finest
Catholic liberal arts college in America, Saint John's University will establish the
Lind mark Endowment for Corporate-Business Ethics, named in honor of 197 4 graduate,
attorney Roger M. Lindmark.

Saint John's University is located in Central Minnesota, just outside metropolitan Saint
· Cloud, and 70 miles northwest of the twin cities of Minneapolis/St. Paul. Founded in
1857, it has a deep respect for the Catholic intellectual tradition and the Benedictine
principles that guide it.

Students come from 40 states and 37 foreign countries and trust territortes. The faculty
includes approximately 275 professors, among them Benedictines and lay professors
with diverse religious and cultural backgrounds. The liberal arts education provided by
Saint John's University is guided by the Benedictine principles of the colleges' founders
and sponsoring religious communities. The liberal arts, valuable in themselves, are the
center of disciplined inquiry in ethics and values and a rich preparation for professions
in business, law, medicine, education, public life and service to others in many forms of
work.

Roger Lindmark graduated from. Saint John's University in 1974 with a Bachelor of Arts
Degree in Psychology. Following graduation, he enrolled at Long Island University in
New York where he completed his Master of Arts in Clinical Psychology in 1977. In
1983, Roger received his Juris Doctor Degree from Pepperdine University in Malibu,
California. Roger is currently a practicing attorney specializing in .employment and labor
litigation, personal injury and appellate practice.

Roger Lindrnark was the lead plaintiff in an action filed in Federal District Court in Los
Angeles against the American Express Company bearing Case No. OO-CV-8658 on
August 15, 2000 on behalf of credit card holders who incurred finance charges on
American Express credit cards under the "average daily balance" method of calculating
interest. ·The plaintiffs alleged that defendants American Express Company, American
Express Centurion Bank and American Express Travel Related Services Company, Inc.
(together, "American Express" or "Defendants") charged daily compounded interest
under the average daily balance method without adequately disclosing this practice in ·
card member agreements, allegedly in violation of certain federal and California statutes
and California common law. Plaintiffs also alleged that American Express applied
payments and credits to lower interest rate balances on card accounts (such as
balances for promotional balance transfers) before applying them to higher interest rate
balances (such as balances for purchases), that this practice was not adequately
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The Lindmark Endowment for Corporate-Business Ethics Fund


Page2
disclosed to cardholders, and that it resulted in higher finance charges in alleged
violation of certain federal and California statutes and California common law.
American Express denied all of the Plaintiffs' claims and contentions, including, among
other things, that it failed adequately to disclose its practices of compounding interest on
a daily rather than monthly basis and applying payments and credits first to lower
interest rate balances. American Express agreed to settle the action solely to avoid the
expense and inconvenience of further litigation.
As part of the Settlement, American Express in August and September 2001, mailed
amendments to its card member.agreements (the "Amendments") with respect to the
above finance charge practices. The Amendments also contained disclosures regarding
changes to other fees and charges, which changes were implemented in 2001.
However, due to ,~m administrative error, approximately five million American Express
cardholders did not receive the Amendments, potentially causing the members of the
Delayed Notice Class to incur certain fees and ,other charges before they were
disclosed. American Express corrected this administrative error by mailing the
Amendments in 2002 to cardholders who did not previously receive them. The Plaintiffs
alleged that Defendants are· required to refund to members of the Delayed Notice Class
all fees and charges paid between September 1, 2001; and September 15, 2002 based
on the Amendments. ·

The Cy Pres Settlement Gift


To establish the Lindmark Endowment for Corporate-Business Ethics an initial donation
and gift by American Express Company of $50,000 was received as directed and
stipulated to by the parties to the Lindmark v. American Express (Case No. OO-CV-
8658) Settlement, which requires a cy pres donation to "compensate society." The gift
will be made to Saint John's University (SJU), an operating division of the Order of St.
Ben.edict, a Minnesota corporation. ln addition, Saint John's will accept additional
support for this endowment fund from alumni, corporations and other businesses who
seek to promote the highest standard of ethics in the education of our nation's future
generations of executives arid entrepreneurs. Saint John's shall hold the Fund and all
additional gifts to it as an endowed fund.

Account No.: 66A010-92060 58854 2600


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Purpose
The annual endowment proceeds from the Lindmark Endowment for Corporate-
Business Ethics is to be used to fund programs and activities in the field of Corporate-
Business Ethics in the following order of priority.

1. The Lindmark Fellowship in Ethics will be an attractive and competitive on-


campus, summer undergraduate research fellowship experience for Saint John's
students who have completed their junior year. The summer award will be
substantial so the recipients will have summer income in order to return to SJU.
Upon completion of the 1 O week summer fellowship, students will submit their
work during their senior year for presentation at conferences and/or publication in
professional journals. The work will also be submitted forcompetttlon in the
annual undergraduate research "Scholars-hip and Creativity Day." The fellowship
program will be adrnlnlstered by Office of the Associate Provost and Academic
Dean in consultation with Institutional Advancement.

2. Guest lecturers will be funded to speak on business ethics in classes offered to


future executives and entrepreneurs, including in the departments of business
management, accounting, economics and philosophy; such lecturers will also be
invited and expected to speak to the larger campus community.

3. Corporate ethics internships will be established in partnership with several


Fortune 500 companies headquartered in Minneapolis/St. Paul, and funds will
provide student stipends and modest living or travel expenses.

4. Additional course offerings will be designed to complement existing courses in


business, biomedical and environmental ethics and other ethics courses with the
goal of strengthening the focus on ethics education specifically for students likely
to pursue corporate-business careers. When additional funds are raised, Saint
John's will designate one of its outstanding professors of ethics as the holder of
the Lindmark Professorship in Corporate-Business Ethics.

5. A book fund will be established with the University library for the acquisition of
published materials on the topic of corporate-business ethics.

Awards from the Fund shall .be made in a manner that is consistent with Federal and
Minnesota law. A determination by Saint John's University and its legal counsel
regarding compliance with applicable law shall be conclusive.
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Payout
1. To further the purpose of the Fund, Saint John's University shall pay out an annual
amount ("the draw") determined by the endowment spending policy currently
approved by Saint John's University's Board of Regents for its endowment funds.

2. For any year in which the aggregate net income and appreciation on the Fund's
assets ("return") exceeds the draw from the Fund for that year, the excess shall be
accumulated in the Fund. For any year in which the return on the Fund's assets is
less than the draw from the Fund for that year, accumulated return and amounts
representing contributions to the Fund, in that order, shall be used lo pay the
difference.

Res~rvatlon

Because circumstances change from time to time, it is possible that the above criteria
for making awards cannot be met at some future date (e:g., a major or program is
dropped from the curriculum, so awards in that field can no longer be made). In such a
case, after consultation with all .avatlable living donors who signed the document that
governs the Fund, the Board of Regents may modify the award criteria in a way that it
deems appropriate. In all cases, the intent of the donors to the Fund shall be foremost
in this process, and new criteria shall adhere as closely as practical to the original
criteria.
The Fund shall be subject to Saint John's University's Articles of Incorporation, Bylaws,
and Investment Guidelines as they may be amended from time to time.

Administration
Saint John's University may commingle the assets of the Fund with assets of its other
endowment funds for purposes of investment but shall keep separate records and
books of account with respect to the Fund.

Saint John's University shall place the assets of the Fund under the management and
direction of one or more of the investment advisors that it uses from time to time in
managing its other endowment assets, and Saint John's University shall manage the
Fund according to its prevailing investment policies for its endowment funds.
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Miscellaneous Matters

This document constitutes a "gift instrument" within the meaning of and governed by
Minnesota's Uniform Prudent Management of Institutional Funds Act, and this document
constitutes the entire gift instrument with respect to all gifts to which it applies. The
Fund does not constitute a trust. The laws of the State of Minnesota relating to
endowment funds shall govern this gift instrument and the Fund.

Notification

An annual report of the Lindmark Endowment for Corporate-Business Ethics Fund


. activities and information concerning the Investment performance of the endowment
with the new fund balance shall be sent to:

Roger M. Lindmark, Esq.


1129 South Bedford Street
Los Angeles, CA 90035

Acceptance
The undersigned gratefully accepts on behalf of Saint John's University the
establishment of the Lind mark Endowment for Corporate-Business Ethics Fund together
with the criteria and terms of the gift as specified above.

Date: 4~ /F', Z.o I()

Joh~ '!:1 ~
Associate Vice President
for Development
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EXHIBIT E
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l'l/$/201'7 1,s2 PM )'ROM: FaY. Rogec Lindma<~ 1'0: 13203632984 PAGe:: 002 01" 004

ROGER M. L.TND.MA.RK uso, ATTORNEY ATLA-W

Jurisdictions of Licensure: California and District of Columbia


Fellow, National College of Advocacy
1129 South Bedford Street • Los Angeles, CA 900~5 • (31~~ ) '(?59,-0143,
·· ..
.......,.....·. ,•'\
......_....
NOVEMBER 8, 2017

Sent by Fax:. This Date


MICHAEL HEMESATH, Ph.D.
(Fax: 320-363-2984]
President
Hard Copy by US Mail
St. John's University
Collegeville, MN 56321

RE: DISSOLUTION OF LINDMARK ENDOWMENT

Dear President Hemesath:


There is no need for any lengthy oral discussions or meetlngs on this
matter. I have discussed It at length wlth John Young on the telephone and
expressed my definitive feelings which he likely has conveyed to you. My views
have been expressed to you in my emails of September 22 and October 5.

After my October 5 email to you and John Young, Mr. Young called me
from his cell phone on Friday October 20 as he was driving to Iowa to see his
father. I expressed my outrage to John at the entire mlshandllng of my
endowment and SJU's failure to monitor and supervise the student Fellow~d
a~minister the prQ.9_ram during our lengthy telephone conversat10~.

That phone conversation took place before I received the five page
document (not a research paper) submitted by summer 2014 Fellow Mr. Tanner
Wright from the program's moderator, Laura Hammond, who operates from a
CSB office. At the end of Tanner Wrlght's~r was his bibliography of
literature he read during the summer. He did not fulfill the Fellowship contract
yet he was paid the funds (salary) from the Endowment for the summer. Surely
he enjoyed himself during the summer on campus reading interesting books in
the forest under oak trees, reading on the beach catching rays, or reading In the
air-conditioned library when It was too hot In August. We would all love doing
this for three months and getting paid for lt. I would do it right now if SJU would
pay me to read books for a summer living on campus tn Frank House.

It Is obvious that no one - not even Tanner Wright's faculty moderator --


was monitoring his work during the summer to make sure he was preparing a
draft of his research on whatever topic he proposed ..

Your entire faculty of student moderators and staffers of Laura Hammond


and the others who preceded her position should be fired - which would happen
in private industry and business. I demand that they be fired.
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Ll/8/2017 1:S2 PM FROM: fa,c Rage~ Lindma,·k TO, l'.1203632904 PAO[!;: 003 OF ooi

MICHAEL HEMESATH, Ph.D.


President
From: Atty. Roger M, Lindxaerk
November 8, 2017
Page Two
If they are adjunct faculty you can deny renewal of their contracts and hire
new faculty which are a dime a dozen as shown in the classified ads In the back
of the Chronicle of Higher Education newspaper of which l have a subscription.

But I suspect and doubt that you and Mary Hinton won't fire any faculty or
staff because everyone behind the pine curtain loves each other so much as one
happy family; discharge will never happen because faculty and staff can do no
wrong - only students can engage In misfeasance and then get "fired" from the
campus -- that is suspended or expelled.

Students are told that there are consequences when they don't do their
job -- if they break the campus rules, violate another's rights, or -- don't come to
class, don't write their papers and fall exams - they get suspended, or expelled,
or -- they flunk the course thus lose that tuition cost and have to repeat the class
or take another class and pay additional tuition. Their life gets ruined.

Likewise staff and faculty need to learn there are consequences when
!.hey dS[l't do their job in monitoring and supervising the students who are put in
their charge for Internships, research papers, and projects - they get fired and
hit the bricks to find a new job. Their life gets upset.

Simllarly, Universities need to learn there are consequences when they


don't do their job in fulfilling the parameters of an Endowment set up for a
specific purpose. They lose the Endowment which Is dissolved and nulllfled wlth
the funds being returned to the Settler. Their life suffers an economic upset of
lost valuable monies. Why should students and staff/faculty suffer and not the
University corporation?
, r Fellows program
a er from the ten I

Without further discussion - I demand: (1) that the Lind mark Endowment
be forthwith dissolved and nullified, (2) that no more monies be paid out from
the fund for this year of 2017 and during next year of 2018, (3) that the summer
Fellows program for 2018 be quashed now and forever more, (4) that I be malled
an itemized accounting of all fund expenditures from the inception of the
Endowment to the present, and (5) that I be mailed a bank draft for the final
fund balance payable to my name.
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11 / 0/ 2 0 17 '. I; 52 eH FROM1 Fa K Roger Lindmark \'01 1.3203632984 eAGE: 001/ OF 004

MICHAEL HEMESATH, Ph.D.


President
From: Atty. Roger M. Lindma.rk
November 8, 2017
Pa.ge Three·

You may wish to have your corporate counsel prepare a "Settlement and
Mutual Release" agreement reflecting the dissolution of my Endowment and the
payout of the fund to me so that neither party may proceed to court with
litigation over this matter. A draft of such an agreement should be sent/emailed
to me for my review and editing as to content and form which Is standard
practice for legal documents between parties.
I am sorry that it has come to this Juncture since I truly love SJU with my
whole heart and soul, mind and body as I have expressed to John Young a
number of times. This entire matter breaks my heart. But it must be done as
tough love for the SJU I have loved for 40 years.
I am working on two class action lawsuits right now with a major law firm
in Los Angeles and when ever they play out I am sorry to say that SJU will
receive none of those funds which would have gone into the Endowment.
But the SJU faculty and staff have not done their job during the past six
years and I can not trust that they will do the job in the years to come. It is sad
to say -- but - as much as I love SJU during the past 40 vears I can not trust »

. SJU any longer. I can believe that in years to come as SJU Is slowly taken over
by non-Catholic lay administrators, or when its budget tightens up with
depressed enrollment, without Abbey oversight as It dwindles in vocations and
Catholic influence on campus, that the Endowment would be dipped Into to pay
for baseball uniforms, new mattresses for Mary Hall, painting rooms, or brick
work tuck pointing on Frank House.
If SJU will not comply with my above requests in an amicable way
applying the Benedictine Values of hospitality, etc., etc., etc., which it espouses
then I will be forced to file a complaint on this matter with the Minnesota
Attorney General"s office and proceed wlth litigation In Federal Court which will
likely be picked up and displayed in the local news media. I don't want this and
neither do you or anyone else at SJU. ·
I don't want to do this but all Universities and SJU need to understand that
there are consequences when they don't do their Job and obey the rules - they
will lose the one thing they crave which is donors and money.
I look forward to your written reply to the above by the end of the month.
If you wish you may have your counsel contact me to discuss this matter.

Sincerely, ~,/#',,.- ~ ROGER M. LIND MARK

CC: John Young


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EXHIBIT F
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Second Amended Gift Document


The Lindmark Endowment for Corporate-Business Ethics Fund

Background

Consistent with its mission of values-based education and its vision to be the finest Catholic liberal arts
college in America, Saint John's University has established the Lindmark Endowment for Corporate-
Business Ethics, named in honor of 1974 graduate, attorney Roger M. Lindmark.

Saint John's University is located in Central Minnesota, just outside metropolitan Saint Cloud, and 70
miles northwest of the twin cities of Minneapolis/St. Paul. Founded in 1857, it has a deep respect for the
Catholic intellectual tradition and the Benedictine principles that guide it. The liberal arts education
provided by Saint John's University is guided by the Benedictine principles of the colleges' founders and
sponsoring religious communities. The liberal arts, valuable in themselves, are the center of disciplined
inquiry in ethics and values and a rich preparation for professions in business, law, medicine, education,
public life and service to others in many forms of work.

Roger Lindmark graduated from Saint John's University in 1974 with a Bachelor of Arts Degree in
Psychology. Following graduation, he enrolled at Long Island University in New York where he
completed his Master of Arts in Clinical Psychology in 1977. In 1983, Roger received his Juris Doctor
Degree from Pepperdine University in Malibu, California. Roger is currently a practicing attorney
specializing in employment and labor litigation, personal injury and appellate practice.

Roger Lindmark was the lead plaintiff in a class action lawsuit filed in Federal District Court in Los
Angeles against the American Express Company bearing Case No. OO-CV-8658 challenging various of its
practices relative to cardholders. As part of the Settlement, $50,000 was directed by the court's order
dated January 14, 2004, to be paid to St. John's University to establish the Lindmark Endowment for
Corporate-Business Ethics Fund (the "Fund"). See Lindmark v. American Express (Case No. OO-CV-
8658). An additional amount of $250,000 was paid to St. John's University for addition to the Fund on
August 19, 2008, as the result of a settlement of a class action lawsuit brought against Southern California
Gas Co. in which Roger Lindmark represented one or more of the plaintiffs. No. BC237336 (L.A. Super.
Ct.).

St. John's University may accept additional support for the Fund from alumni, corporations and other
businesses who seek to promote the highest standard of ethics in the education of our nation's future
generations of executives and entrepreneurs. St. John's University shall hold the Fund as an endowed
fund and subject to the terms of this Second Amended Gift Document.

Purpose of the Fund

Withdrawals from the Fund will be used to fund programs and activities in the field of Corporate-
Business Ethics in the following order of descending priority:

1. The Lindmark Fellowship in Ethics will be an attractive and competitive on-campus, summer
undergraduate research fellowship experience for Saint John's University students.

a. Fellows will be selected under the direction of the Office of Academic Affairs after an
application/nomination process. The Office of Academic Affairs will develop criteria for
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i. Saint John's University will send press releases about the Fund to facilitate
awareness of the importance of ethics at such times and in such manner as the
Office of Academic Affairs determines.

ii. Fellowship opportunities will be advertised in The Record student newspaper, on


campus bulletin boards, and electronic communications at such times and in such
manner as the Office of Academic Affairs determines.

111. Full-time Saint John's University sophomores and juniors from any academic
discipline are eligible for the fellowship to be awarded for the summer following
their sophomore or junior academic year. It is preferred that students reside on
campus during the summer of their fellowship project, but it is not required.

iv. Up to two summer fellowship recipients will be selected each year, provided that
withdrawals from the Fund are sufficient to support two fellowships and that
there are sufficient potential recipients of awards who apply and are qualified.

v. Fellowships shall be granted in the amount of $7,000 per fellow. In the


discretion of the Office of Academic Affairs, fellowship awards may be
increased periodically to account for rising costs of living.

b. Payments from the fellowship award may be used for housing, travel or any other
expenses the fellow may have in connection with the summer fellowship as the fellow
determines. Payment of the fellowship awards may be made in installments, based on a
fellow's progress throughout the summer. Future installments of an award may be
withheld in the discretion of the Office of Academic Affairs if progress toward the
completion requirements is insufficient, and any amounts not expended will remain in the
Fund.

c. Upon completion of the summer fellowship, fellows will submit their work by
December 1 of the academic year following the summer fellowship. The work expected
to be performed and submitted by fellows shall be in accordance with the following:

i. Fellows will complete reading and research of a depth and breadth appropriate to
the level of the fellowship award as determined in the discretion of the Office of
Academic Affairs.

ii. A written product will be submitted by the fellow by the date set forth above.
The written product may consist of a research paper, article, manuscript,
annotated bibliography, or other scholarly work that, in the discretion of the
Office of Academic Affairs, provides material that is valuable to the field of
corporate-business ethics and/or ethics in general.

iii. Topics, scope of research projects and written product will be in the field of
corporate-business ethics. If there are not two qualified candidates for the
fellowship, then one fellowship may be awarded to a student conducting research
that is most closely related to the corporate business ethics or ethics in public life.
The approval of topics, scope and written product is within the discretion of the
Office of Academic Affairs.

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d. In the discretion of the Office of Academic Affairs, the student's written product may be
submitted for possible public presentation at conferences (such as Scholarship and
Creativity Day) and for publication.

e. The fellowship program will be adm inistered by the Office of Academic Affairs and any
persons to whom they delegate administrative responsibilities.

2. If withdrawals from the Fund in any year exceed the fellowship grants under paragraph 1, guest
lecturers will be funded to speak on business ethics in classes offered to students, including in the
departments of business, accounting, economics and philosophy. Guest lecturers may also be
invited to speak to the larger campus community. The speaker, topic, compensation and other
terms of such guest lectures shall be in the discretion of the Office of Academic Affairs.

3. If withdrawal amounts exceed the amounts held to fund fellowships and guest lecturers, corporate
ethics internships will be established in partnership with companies headquartered in
Minneapolis/St. Paul and the surrounding community. Amounts from the Fund will provide
student stipends and modest living or travel expenses, and the payment of such amounts and the
general administration of such internships shall be in the discretion of the Office of Academic
Affairs.

4. If withdrawals for the Fund exceed the amounts needed to fund the foregoing purposes, additional
academic course offerings will be added to the curriculum at St. John's University which are
designed to complement existing courses in business, biomedical and environmental ethics and
other ethics courses, with the goal of strengthening the focus on ethics education specifically for
students likely to pursue corporate-business careers. The courses and offerings are in the
discretion of the Office of Academic Affairs.

5. If the balance of the Fund above what is needed to fund two fellowships exceeds $2,000,000, St.
John's will name a professorship named the Lindmark Professorship in Corporate-Business
Ethics and will designate the ethics professor (the "Professor") who will hold that professorship.

a. The Office of Academic Affairs shall select the Professor according to existing
institutional policies and practices.

b. Notwithstanding the foregoing, the Board of Trustees shall have sole discretion m
applying, reviewing and modifying these criteria and in selecting the Professor.

c. The Professorship and the Professor shall be subject to all St. John's University rules and
policies including all rules regarding St. John's University faculty.

6. If withdrawals from the Fund exceed all the foregoing purposes, a book fund will be established
with the St. John's University library for the acquisition of published materials on the topic of
corporate-business ethics.

Withdrawals from the Fund

During each fiscal year, St. John's University shall withdraw an aggregate amount prescribed by the
endowment spending policy currently approved by Saint John's University's Board of Trustees for its
endowment funds. St. John's University shall make such withdrawals out of assets other than Fund
income to the extent that Fund income is insufficient. Fund assets not withdrawn in a given year shall
continue to be held in the Fund and administered under this gift instrument.

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Changes to the Fund

If the Board of Trustees of St. John's University, in its sole discretion, determines that any restriction on
the use of the Fund imposed under this document has become obsolete, inappropriate or impracticable,
that restriction may be released by the Board of Trustees. Thereafter, withdrawals from the Fund shall be
used, to the extent practicable, for purposes which St. John's University's Board of Trustees, in its sole
discretion, determines will carry out the intent of the Fund. In making any such change, the Board of
Trustees shall notify Roger Lindmark, if he is living, of the release or change but the release or change is
not subject to consent or approval by Roger Lindmark.

Administration of the Fund

Saint John's University may commingle the assets of the Fund with assets of its other endowment funds
for purposes of investment but shall keep separate records and books of account with respect to the Fund.
Saint John's University shall place the assets of the Fund under the management and direction of one or
more of the investment advisors that it uses from time to time in managing its other endowment assets,
and Saint John's University shall manage the Fund according to its prevailing investment policies for its
endowment funds.

Miscellaneous Matters

This document constitutes a "gift instrument'' within the meaning of and governed by Minnesota's
Uniform Prudent Management of Institutional Funds Act, and this document constitutes the entire gift
instrument with respect to all gifts to the Fund. The Fund does not constitute a trust. The laws of the
State of Minnesota relating to endowment funds shall govern this gift instrument and the Fund.

Notification

A brief annual report of the Fund activities, awards and remaining balance shall be sent to Roger
Lindmark at his last known address, if he is living, within a year following the close of each St. John's
University fiscal year.

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