Gosstola

FILED: ALBANY COUNTY CLERK 08/09/2019 03:20 PM INDEX NO.
905126-19
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 08/09/2019
STATE OF NEW YORK

SUPREME COURT ALBANY COUNTY
DAVID J. GOSSTOLA
Plaintiff,
v. SUMMONS
Index No.:
.
STATE EMPOYEES FEDERAL CREDIT UNION
Defendant.
TO THE ABOVE-NAMED DEFENDANT:
You are hereby summoned to answer the Verified Complaint in this action, and to serve
a copy of your answer or, if the Verified Complaint is not served with this Summons, to
serve a notice of appearance, on the plaintiff's attorney, within twenty (20) days after
service of this Summons, exclusive of the day of service, where service is made by
delivery upon you personally within the state, or within thirty (30) days after completion
of service where service is made in any other nf:mner. In case of your failure to appear or
answer, judgment will be taken against you by default for the relief demanded in the
Verified Complaint.
Tria is to e held e County of Albany .

Th basis ven is,/ 1 s residence is in Albany County.
D d 201
aw ffices of Dan el M. Sleasman
One Crumitie Road
Attorney for Plaintiff
Albany, New York 12211

518.433.0518
To the above named Defendant: The nature of the action is set forth in the annexed
Verified Complaint.
. .
a
. .
Filed in Albany County Clerk's Office 08/09/2019 03:20:30 PM 1 of 18 Index # 905126-19 Clerk: KT
FILED: ALBANY COUNTY CLERK 08/09/2019 03:20 PM INDEX NO. 905126-19
STATE OF NEW YORK

SUPREME COURT ALBANY COUNTY
DAVID J. GOSSTOLA
Plaintiff,
v. Verified Complaint .
STATE EMPOYEES FEDERAL CREDIT UNION
Defendant.
David J. Gosstola, "Plaintiff", by his attorney, Law Offices of Daniel M. Sleasman, states the
following as and for a Comraint against Defendant State Employees Federal Credit Union
("SEFCU").
1. Plaintiff is a resident of Albany County, State of New York.
2. SEFCU is a federal credit union with its priñcipal office in Albany County, State
of New York.
3. At all times relevant to this action, Plaintiff is and has been a member of SEFCU.
4. At all times relevant to this action, Plaintiff has been a certified public accouñtañt.
5. Plaintiff has been a Certified Public Accountant since 1985.
6. Plaintiff was appointed as the Chief Financial Officer ("CFO") of SEFCU in 2008
and held that position until May, 2019.
7. At all times relevant to this action, as Chief Financial Officer of SEFCU, Plaintiff
reported to Michael J. Castellana, President and Chief Executive Officer of
SEFCU. ("Mr. Castellana") and was intended to report to the SEFCU board of
directors on financial matters.
2 of 18
8. As Chief Finecial Officer of SEFCU since 2008, Plaintiff was in a position to
acquire and in fact did acquire direct and personal knowledge of facts including
management and governance policies, practices and transactions for SEFCU as
adopted and implemented by Mr. CasteUana.
9. At all times relevant herein, Mr. Castenana was a corporate officer of SEFCU
appointed by the SEFCU board of directors.
10. SEFCU has been formed and organized as a member owned, democratically
operated, not for profit organization managed by a volunteer board of directors
with the specified mission of meeting the credit and savings needs of consumers,
especially persons of modest means.
11. As a not for profit corporation and a tax exempt organization, SEFCU members
are intended by operation of law and public policy, and its executive officers are
charged with responsibility, with a fiduciary duty to members, for providing
SEFCU members with the financial benefit of efficient management and prudent
operating cost control including investment of assets, control of overhead expense
members'
and prudcat use of assets including but not limited to executive
compensation and benefits.
12. Such financial controls and standards are intended by law to benefit SEFCU
members by payment of increased dividends on membership accounts and by
making available favorable and more affordable loan terms to its members.
13. Upon information and belief, SEFCU currently has approximately $3.9 billion in
assets, mostly depository funds of its members.
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14. Upon information and belief, SEFCU currently has approximately 369,000
members, many of whom are employees of the State of New York and other
governmental state and local agencies, with its operations concentrated and
headquarters located in the Albany, New York region.
15. SEFCU is operated pursuant and subject to the Federal Credit Union Act 12 USC
1751 et. seq. (the "Act") and applicable regüIations, administered by the National
Credit Union Administration ("NCUA").
16. The Act provides that a SEFCU, as a Federal credit union, is to be managed by a
volunteer board of directors and a Supervisory Committee.
17. At all times relevant, SEFCU has had a duly elected board of directors and
Supervisory Committee.
18. The SEFCU Supervisory Com-mittee is required to be appointed by the board of
directors from among SEFCU members and along with the SEFCU board of
directors is responsible for management and control of the credit union.
19. The board of directors, not the ClÎief Executive Officer or any other officer, has
responsibility, with a non-delegable fiduciary duty of independent oversight of
executive management, for general direction and control of SEFCU's affairs, and
is required to manage the affairs of SEFCU in accordance with applicable
principles of law and its by-laws and for the sole benefit of its members.
20. The Act prohibits payment of compensation to the SEFCU directors with the
exception of one board officer, and reimbursement for reasonable and necessary
expenses incurred as a board member.
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21. NCUA Regulation §701.4 provides, among other things, that the SEFCU board of
control"
directors "is responsible for the general direction and of SEFCU, and
familiarity"
required to have at least "a working with basic finance and anemm+ing
practices and the ability to ask, as apprupriate, substantive qüêstions of
management and auditors and must direct the operations of SEFCU "In conformity
with the Federal Credit Union Act, NCUA's Rules and Regulations other
applicable laws such as the Not For Profit Corporation Law of the State of New
York and sound business practices..

.
22. The officers and directors of SEFCU have a fiduciary duty of loyalty to SEFCU
members, and statutory duties to all of its members, including those as set forth in
the Act and the Not for Profit Corporation Law of the State of New York.
23. The primary purpose of SEFCU, as a federally insured credit union, is to provide
quality, low cost fiancial services that its members need. The SEFCU board of
directors is required, as a not for profit organization, to focus on the best interests
of membership as a whole, and not to serve the best finaselal or other personal
interests of any particular member or any executive officer or manager of its
business.
24. NCUA §701.4 (a) also provides that the ultimate responsibility of the SEFCU
board of directors for direction and control is not delegable to executive managers
such as Mr. Castellana.
25. During his employment by SEFCU Plaintiff was provided with and has relied upon
Description"
a written "Job for the position of Chief Financial Officer, which
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A •
among other things, describes Plaintiff's duties to SEFCU including responsibility
for financial reporting and compliance with applicable law.
26. In accordance with Plaintiff's "Job Description", Plaintiff was at all times
direction"
responsible for "providing finsacial to the credit union and for reporting
to the Chief Executive Officer (i.e. Mr. Castellana) and to the board of directors,
and advising the CEO and the board of directors regarding current and projected
financial results, existing and contemplated management decisions, and to oversee,
direct and control fiscal management operations to ensure compliance with Federal
regulations and other applicable law, and ensure that all activities meet generally
accepted accounting practices, including malñtêñance of internal control structures,
expenditure justification, budget development, reporting and fiñañcial analysis of
operations ("CFO Responsibilities").
27. At all times relevant to this action, SEFCU had in effect "SEFCU Reporting,
Conduct"
Fraudulent or Dishonest (Whistleblower Policy) Policy No. 715
("SEFCU Whistleblower Policy").
28. At or about the time that Plaintiff became employed by SEFCU as its Chief
Financial Officer, he was provided with a copy of the SEFCU Whlstleblower
Policy.
29. At all times, Plaintiff relied upon the SEFCU Whistleblower Policy, and the
protections stated therein, as a term and condition of employment at SEFCU.
30. Among other things, the SEFCU Whistleblower Policy states: "SEFCU expects all
staff and voluntccrs to conduct all Credit Union related business at the highest
standards of integrity and heñesty. SEFCU has an obligation to guard against
6 of 18
frananlant and dishonest and protect persons such

illegal, conduct, reporting
conduct. SEFCU expressly prahibits retaliation based on any conduct protected by
law".
31. The SEFCU Whistleblower Policy further states that "SEFCU employees are
encouraged to report possible illegal, fraudulent or dishonest conduct".
32. The SEFCU Whistleblower Policy required Plaintiff, subject to punishment for
noncompliance, to report misconduct. It states that "Failure by a manager or
supervisor to follow management controls or report misconduct within the scope of
this policy may result in disciplinary action against the manager or supervisor, up
employment."
to and including termination of
33. The SEFCU Whistleblower Policy further provided Plaiñtiff, as a SEFCU
Retaliation"
employee, a guarantee in the explicit fonn of "Protection Against
stating that "Employees may not retaliate against an employee filing a complaint
under this policy with the intent or effect of adversely affecting the terms or
conditions of employment....".
34. At all times relevant herein, Mr. Castellana, as a SEFCU employee, the board of
directors and the Supervisory Committee were all required to comply with the
prohibition against retaliation stated in the SEFCU Whistleblower Policy.
35. At all times relevant herein, Mr. Castellana, the board of directors and the
Supervisory Committee had a legal duty to Plaintiff and all other SEFCU
employees to apply the SEFCU Whistleblower Policy and otherwise to act in a fair
manner, in good faith and in conformity with applicable agreements and applicable
law induding protection of whistleblowers.
7 of 18
. . . INDEX NO. 905126-19
FILED: ALBANY COUNTY CLERK 08/09/2019 03:20 PM
.
36. At all times relevant herein, the SEFCU Whistleblower Policy was and is an
agreement between SEFCU and all of its employees, including Plaintiff, and while
he was employed by SEFCU, was a material term of Plaintiff's employment by
SEFCU.
37. Plaintiff reasonably relied upon SEFCU's guarantee against retaliation in
undertaking Plaintiff's obligation to report wrongdoing under the SEFCU
Whistleblower Policy.
38. During the course of Plaintiff's employmcñt as CFO, Plaintiff became aware of
facts and events that led Plaintiff to a good faith and reasoñable fact based belief
that Mr. Castellana cultivated and expected personal support and loyalty from the
SEFCU board of directors, including approval of Mr. Castellana's proposals for his
own compensation and benefits, overall direction of the credit union, and
transacticñs submined to the directors by or on behalf of Mr. Castellana for
approval.
39. The SEFCU board of directors delegated to Mr. Castellana its non-
effectively
delegable responsibility under applicable law to determine SEFCU direction,
approve transactions and general oversight.
40. Prior to January 2018, Plaintiff's financial reporting responsibilities and
commsications with the board of directors were reduced by Mr. Castellana.
41. Prior to January 2018, Plaintiff became aware that Mr. Castellana had
commmicated confidential information related to commercial loan borrowing
members and the status of their to third parties with whom Mr. Cactanana
loans,
had a personal and/or business relationship.
. .
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42. Prior to January 2018, Plaintiff expressed objection and disagreement in person to
Mr. Castellana concerning the foregoing and concerning Plaintiff s reduced
financial reporting and ce-n.nisations with the board of directors, lack of
independence of the board of directors, and overall SEFCU governance.
43. Plaintiff also requested that he be allowed to fully perform CFO Responsibilities
and his "Job Description", to provide complete reporting related to finâñcial
matters, particularly related to administrative costs and overhead, charitable
donation policies and practices, and executive compensation.
44. Plaintiff's concerns and requests regarding reduction of his responsibilities as CFO
were not addressed by Mr. Castellana and were referred to by Mr. Castellana in
issues"
internal SEFCU communications as "Dave and as "lack of collaboration".
45. As CFO of SEFCU, Plaintiff formed a good faith and reasonable belief that Mr. -
Castellana had undertaken and idplemcated a scheme to assume direction and
control of SEFCU; to undermine and restrict Plaintiff's reporting, communication
and interaction with the board of directors; generally reducing CFO
"perks"
Responsibilities; to obtain such as protection by a full time armed
directors'
personal security guard/chauffeur; to control and manage the board of
review and approval process for CEO compensation and benefits; all contrary to
Plaintiff's Job Description, CFO Resposibilities and principles of corporate
management and governance.
46. Upon information and belief, in considering compensation and benefits for Mr.
Castellana, the board of directors relied on proposals submitted by or on behalf of
Mr. Castellana and personal advisers, did not retain independent advisers, did not
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request or consider advice or input from Plaintiff, as CFO, regarding finañcial
implications, and did not consider levels of compensation and benefits provided to
chief executive officers of other regional financial institutions or peer credit
unions, some of which is publicly available information.
47. Upon information and belief, SEFCU contends that it is not required to disclose
executive compensation and benefits and as a matter of policy, does not disclose
that information to SEFCU members.
48. Based on his professional experience with SEFCU and in prior executive positions,
and observation of the implementation of Mr. Castellana's policy, prior to January
2018, Plaintiff formed a good faith and reaconable belief that the CEO's practices
and policies constituted a serious threat to the safety and soundñess of SEFCU and
to the interests of its members.
49. Plaintiff reascñably believed in good faith that the practices and procedures herein
are not concistent with prudent credit union management and gove1ñance, not in
the best interests of SEFCU members and circumvent Plaintiff s responsibilities as
Chief Financial Officer of SEFCV.
50. During the course of Plaintiff s employment as CFO, Plaintiff became aware of
facts and events that led Plaintiff to a further good faith and ransonable belief that
Mr. Castellana had business and personal relatioñships that created real or
potential conflicts of and that Mr. Cactaliana

interest, negotiated, directed,
recommended and/or approved and/or caused SEFCU to commit to or enter into
transactions with such parties, without obtaining or abiding by independent
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evaluation or advice fmm Plaintiff, or otherwise adequately pictecting SEFCU
interests.
51. Upon information and belief, the transactiom referenced in paragraph 50 included
negotiations and agreements with parties selected or approved by Mr. Castellana,
without competitive bidding, as owners or developers of properties for
construction, project financing and leasing of SEFCU branches and corporate
offices.
52. Upon information and belief, while holding board and other fiduciary positions
and relatiomhips with the recipient, Mr. Castellana also proposed, requested and
obtained approval of the SEFCU board of directors to make a multi-million dollar
gift for athletic facility naming rights, a proposal that was eventually withdrawn.
53. Plaintiff formed a good faith and reasonable belief that some or all of the
transactions referenced above were not in the best interests of SEFCU members
and presented serious risks to SEFCU and the interests of its scmbers.
Plaintiff's Whistleblower Complaints
54. On or about 19, 2018, Plaintiff delivered a letter to Mr. Castellana

January
("January 2018 Letter") which stated Plaintiff's concems regarding governance
and direction of SEFCU as conducted by Mr. Castellana.
55. Mr. Castellana did not respond to the January 2018 Letter.
56. Upon informatica and belief, the SEFCU Supervisory Comittee retaiñcd the
Rochester New York based accounting firm of Mengel, Metzger Barr and Co. LLP
("MMB") to review the January 2018 Letter on behalf of SEFCU.
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57. On June 19, 2018, Plaintiff submitted a letter to the SEFCU Supervisory
Committee accompanied by a statement pursuant to the SEFCU Whistleblower
Policy. ("Plaintiff's Whistleblower Statement").
58. Plaintiff's Whistleblower Statement was signed and made by Plaintiff in good faith
and submitted to the Supervisory Committee to protect the interests of SEFCU and
its members.
59. Plaintiff's Whistleblower Statement was truthful and based on Plaintiff's best
knowledge and belief and was submitted to the Supervisory Committee in
complete good faith.
Events Subsequent to Plaintiff's Whistleblower Statement
60. Upon information and belief, and unbeknownst to Plaintiff, at some time after
receiving Plaintiff's Whistleblower Statement, SEFCU (or its Supervisory
Committee) retained MMB to perform further investigation of Plaintiff's
Whistleblower Statement ("MMI$ Investigation").
61. Upon information and belief, on or about September 6, 2018, MMB issued a
written report and delivered its report to SEFCU ("MMB Report").
62. The MMB Report was not provided to Plaintiff by MMB or by SEFCU.
63. Upon information and belief, without notice to Plaintiff, SEFCU then retained one
of its outside law firms, Barclay Damon, LLP ("Barclay Damon") to review the
MMB Report and prepare a second report ("Rebuttal Report").
64. Upon information and belief, on or about March 29, 2019, on behalf of SEFCU,
Barclay Damon sent a letter to Pisintiff advising that it had been cñgaged and that
it had completed an investigation.
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NYSCEF DOC. NO. 1 . RECEIVED NYSCEF: 08/09/2019
65. Upon information and belief, Barclay Damon did not perform, and was not
employed by SEFCU to perform, an independent and objective investigation of
Plaintiff's Whistleblower Statement.
66. Upon information and belief, Barclay Damon was instructed, as SEFCU's outside
law firm, to discredit Plaintiff's Whistleblower Statement and the MMB Report, to
clear SEFCU and Mr. Castellana from wrongdoing as had been alleged in
Plaintiff's Whistleblower Statement.
67. Barclay Damon did not interview Plaintiff before issuing its Rebuttal Report.
68. Upon information and belief, the MMB report was dated September 6, 2018.
69. Upon information and belief, Barclay Damon's Rebuttal Report was dated
December 28, 2018.
70. Upon information and belief, in April 2019, Barclay Damon allowed Plaintiff's
attorney to review its report in its law offices.
71. A copy of the Barclay Damon report was not provided to Plaintiff or his attorney.
72. On or about May 8, 2019, Plaintiff was s=nmened to appear with his attorney for
a meeting at the Albany offices of Barclay Damon.
73. At that time and place, Barclay Damon attorneys informed Plaintiff that his
employment as CFO of SEFCU was terminated immediately and Plaintiff was
directed not to return to SEFCU offices, even to retrieve his personal beloñgiñgs.
74. Plaintiff was removed from SEFCU payroll as of May 18, 2019 but was not
otherwise provided with SEFCU's customary separation or.severance
compensation.
75. SEFCU did not have any cause and had no good reason to fire Plaintiff as its CFO.
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76. Termination of Plaintiff's employment was in bad faith, contrary to the SEFCU
Whistleblower Policy, in willful breach of Plaintiff's guaranteed protectioñ from
retaliatioñ, and contrary to the intbrests of SEFCU members.
77. Upon information and belief, Plaintiff s employment was terminated by order of
the board of directors of SEFCU at the direction and request of Mr. Castellana.
78. The reasons for termination of Plaintiff s employment were to punish Plaintiff and
to remove Plaintiff as an impediment to Mr. Castellana's management and
direction of SEFCU.
FIRST CAUSE OF ACTION
(Breach of Contract-Wrongful Ter=ination of Employment)
79. Plaintiff repeats and realleges paragraphs 1 through 78.
80. SEFCU has willfully breached its express agreement with Plaintiff to prohibit and
.
refrain from retaliation for filing a complaint under the SEFCU Whistleblower
Policy.
81. SEFCU's breach of that agreement has caused economic loss and damage in
amounts to be determined at trial of this action.
SECOND CAUSE OF ACTION
(Breach of Implied Contract-Wrongful Termination of Employment)
83. SEFCU has breached its implied term of Plaintiff's employment and its implied
agreement to prohibit and refrain from retaliation for filing a complaint under the
SEFCU Whistleblower Policy.
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84. SEFCU's termination of Plaintiff's employment was wrongful and in breach of its
implied agreement to prohibit retaliation causing economic loss and damage in
amounts to be determined at trial of this action.
THIRD CAUSE OF ACTION
(Breach of Implied Obligations of Good Faith and Fair Dealing)

.
86. SEFCU willfully breached its implied obligations to Plaintiff of good faith and fair
dealing.
87. SEFCU's breach of that agreement has caused economic loss and other damage,
including infliction of emotional harm, and Plaintiff demands compêñsatory and
punitive damages in amounts to be determined at trial of this action.
. FOURTH CAUSE OF ACTION
(Prima Facie Intentional Tort)
89. SEFCU willfully terminated Plaintiff's employment in retaliation for filing a .
whistleblower statement and based on Mr. Castellana's malice toward Plaintiff
and with intent to remove Plaintiff from SEFCU as its CFO and as a restraint upon
Mr. Castellana's direction of the credit union.
90. As a condition and term of employment, SEFCU requires its mañagers, such as
Plaintiff, to report wroñgdoing and SEFCU guarantees protection against such
reporting.
91. Instead of protecting Plaintiff, SEFCU rejected Plaintiff's Whistleblower
Statement and the MMB Report, arranged for anath- report to be prepared by its
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attorneys in an effort to clear Mr.*Castellana and SEFCU, and then punished
Plaintiff for having filed a whistleblower statement, as he was required to do by the
policy, by terminating his employment in a ...a...m designed to humiliate and
embarrass Plaintiff to cause emotional harm and distress and to damage his
professional reputation, and to remove Plaintiff as an impediment to Mr.
Castellana's control over SEFCU.
92. SEFCU's conduct was also contrary to public policy, coñtrary to the best interests
of its members and contrary to the purpose of the SEFCU Whistleblower Policy.
93. SEFCU has acted in bad faith and with malice toward Plaintiff and in an
tortious manner economic and emotional pain and suffering,

intentionally edusing
.
loss of professional reputation, all in amounts to be proven at trial.
94. Plaintiff demands compensatory and punitive damages and award of costs and
attorneys'
fees.
FWfH CAUSE OF ACTION
(Fraud)
96. The representations made and the policies stated in the SEFCU Whistleblower
Policy, including the representatich that retaliation against a whistleblower is

filing
prohibited and that wisstleblowers are protected against retaliation are false.
97. In fact, SEFCU does retaliate, has in fact retahted against Plaintiff, and in fact
does not prohibit or protect against retaliation under the SEFCU Whistleblower
Policy.
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98. Plaintiff alied to his detdment, and upon informat½n and belief, all other SEFCU
employees and its members have reasonably relied to their detriment upon the
false representations set forth in the SEFCU Whistleblower Policy.
99. The SEFCU Whistleblower Policy is in place to protect Plaintiff, all other SEFCU
employees and its members fromillegal, fraudulent and dishend conduct.
. 100. SEFCU and willfully damaged Plaintiff to

intentionally by falsely representing
. Plaintiff and all other SEFCU employees a guarantee against retaliation, and by
imposing the gravest form of retaliation, i.e. termination of employment as CFO in
a manner intended to humiliate and embarrass Plaintiff.
101.Upon information and belief, SEFCU's failure to provide protection against
retaliation to whistleblowers such as Plaintiff in accordance with its stated policy is
contrary to public policy and to the best interests of SEFCU members.
attorneys'
102.Plaintiff demands compensatory, punitive damages and fees in amounts
to be pmven at trial.
.
WHEREFORE, Plaintiff demands judgment for compensatory and punitive damages
attorneys'
on the Causes of Action set forth herein, costs and fees, together with such
other and further relief as may be deemed appropriate by the Court. . .
Dated A gust 9, 20
'
Al y, Yor
Law Offices of Daniel M. Sleasman
Daniel M. Sleasman, Of Counsel

Attorneys for Plaintiff
1 Crumitie Road
Albany, New York, 12211

518.433.0518
Dmslaw12@gmail.com
17 of 18
VERIFICATION
.
STA Ili Of NIE Y()RK
COl'NTY Of Al.BANY
David J. Gosstola. being duly sworn. deposes and say s that:
I am the Plaintiff named in the within action: that deponent has read the foregoing Complaint and
knows the contents thereof: and that the same is true to deponent s own knowledge. except as to
the matters therein stated to be alleged upon information and belief. and as to those matters
deponent believes them to be true.
I he grounds of deponent s belief as to all matters not stated upon deponent s knowledge are
based on res iew of business records and documents in his possession as well as personal
knowled
to before - t} •
Sworn
th day o u t -019
Notary Public. State of New York
DANIEL M. SLEASMAN
Notary Public, State of New York
Qualified in Aloany Coun
Reg# 02SL4829273-
Comm. Expires 10/3/
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FILED: ALBANY COUNTY CLERK 08/09/2019 03:20 PM INDEX NO.

STATE OF NEW YORK

STATE EMPOYEES FEDERAL CREDIT UNION

TO THE ABOVE-NAMED DEFENDANT:

Tria is to e held e County of Albany .

aw ffices of Dan el M. Sleasman

One Crumitie Road

Attorney for Plaintiff

Albany, New York 12211

STATE OF NEW YORK

STATE EMPOYEES FEDERAL CREDIT UNION

1. Plaintiff is a resident of Albany County, State of New York.

5. Plaintiff has been a Certified Public Accountant since 1985.

and held that position until May, 2019.

reported to Michael J. Castellana, President and Chief Executive Officer of

directors on financial matters.

8. As Chief Finecial Officer of SEFCU since 2008, Plaintiff was in a position to

management and governance policies, practices and transactions for SEFCU as

adopted and implemented by Mr. CasteUana.

appointed by the SEFCU board of directors.

operated, not for profit organization managed by a volunteer board of directors

especially persons of modest means.

charged with responsibility, with a fiduciary duty to members, for providing

operating cost control including investment of assets, control of overhead expense

compensation and benefits.

members by payment of increased dividends on membership accounts and by

assets, mostly depository funds of its members.

headquarters located in the Albany, New York region.

Credit Union Administration ("NCUA").

volunteer board of directors and a Supervisory Committee.

18. The SEFCU Supervisory Com-mittee is required to be appointed by the board of

directors is responsible for management and control of the credit union.

responsibility, with a non-delegable fiduciary duty of independent oversight of

is required to manage the affairs of SEFCU in accordance with applicable

expenses incurred as a board member.

practices and the ability to ask, as apprupriate, substantive qüêstions of

York and sound business practices..

interests of any particular member or any executive officer or manager of its

such as Mr. Castellana.

among other things, describes Plaintiff's duties to SEFCU including responsibility

for financial reporting and compliance with applicable law.

financial results, existing and contemplated management decisions, and to oversee,

accepted accounting practices, including malñtêñance of internal control structures,

expenditure justification, budget development, reporting and fiñañcial analysis of

operations ("CFO Responsibilities").

("SEFCU Whistleblower Policy").

Financial Officer, he was provided with a copy of the SEFCU Whlstleblower

protections stated therein, as a term and condition of employment at SEFCU.

standards of integrity and heñesty. SEFCU has an obligation to guard against

frananlant and dishonest and protect persons such

conduct. SEFCU expressly prahibits retaliation based on any conduct protected by

encouraged to report possible illegal, fraudulent or dishonest conduct".

noncompliance, to report misconduct. It states that "Failure by a manager or

supervisor to follow management controls or report misconduct within the scope of

33. The SEFCU Whistleblower Policy further provided Plaiñtiff, as a SEFCU

prohibition against retaliation stated in the SEFCU Whistleblower Policy.

law induding protection of whistleblowers.

he was employed by SEFCU, was a material term of Plaintiff's employment by

37. Plaintiff reasonably relied upon SEFCU's guarantee against retaliation in

undertaking Plaintiff's obligation to report wrongdoing under the SEFCU

transacticñs submined to the directors by or on behalf of Mr. Castellana for

delegable responsibility under applicable law to determine SEFCU direction,

approve transactions and general oversight.

40. Prior to January 2018, Plaintiff's financial reporting responsibilities and