NO. 19-CI-00549 FRANKLIN CIRCUIT COURT DIVISION ONE (1) HON. PHILLIP J. SHEPHERD BORDER COLLIE SOCIETY OF AMERICA, INC. 2514 Tregaron Ave Louisville, KY 40299 PLAINTIFF v. AMENDED VERIFIED COMPLAINT

--Filed Electronically-- KATHY SOURS 3821 W. Charter Oak Rd. Peoria, IL 61615 Serve: via Secretary of State and CATHY SUMERACKI 2550 W. Estrella Rd. New River, AZ 85087 Serve: via Secretary of State DEFENDANTS

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Plaintiff, Border Collie Society of America, Inc. (“BCSA”), by counsel, states as

follows against Defendants:

I. INTRODUCTION

1. This is an action for fraud, breach of the BCSA bylaws, declaration of rights,

injunctive relief, violation of KRS 273.173(1), KRS 273.173(2), KRS 273.203, KRS

273.211(2), KRS 273.215, KRS 273.217, and KRS 514.160 as well as Defendants’

fraudulent filings with the Kentucky Secretary of State and ultra vires acts, seeking to

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divest BCSA: (1) directors from their duly elected positions; and (2) of its assets, including

bank accounts.

II. JURISDICTION

2. Jurisdiction is appropriate pursuant to KRS § 514.160, because fraudulent

BCSA filings were submitted by Defendants, Kathy Sours and Cathy Sumeracki, with the

Kentucky Secretary of State in Franklin County, and because BCSA funds are on deposit

in Franklin County, which Defendants have attempted to fraudulently obtain. Additionally,

the amount in dispute is in excess of this Court’s jurisdictional minimum.

III. PARTIES

3. The BCSA was established in 1990 and was incorporated in Kentucky in

1993 as a not-for-profit corporation by Ronni Delay, the current interim BCSA President

pursuant to KRS 273.247.1 Among other things, its purpose is to sponsor Border Collie

performance events and conformation shows around the country under American Kennel

Club (the “AKC”) rules.2 Additionally, it is the only Border Collie affiliate club recognized

by the AKC, and is represented through its elected AKC Delegate, who also holds an

elected BCSA Board position and attends AKC Delegate meetings.3

4. Kathy Sours resides at 3821 W. Charter Oak Rd. Peoria, IL 61615. Sours

was slotted to continue as the BCSA’s Corresponding Secretary, but was suspended by

the BSCA for acting maliciously against a sitting Board member. As a result, she was not

qualified to continue her position under either Kentucky statute or the BCSA Bylaws.

Sours has repeatedly falsified filings with the Kentucky Secretary of State.

1 See Articles of Organization filed with the Ky. Sec. of State. On April 23, 1993 attached as Exhibit A. 2 See Bylaws Article (“Art.”) 1 §2 attached as Exhibit B. 3 Id.

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5. Cathy Sumeracki resides at 2550 W. Estrella Rd. New River, AZ 85087.

Sumeracki was slotted to be the BCSA’s AKC Delegate Elect, but was suspended by the

BSCA for falsifying event applications and having BCSA fees paid directly to herself. As

a result, she was not qualified to assume her position under either Kentucky statute or

the BCSA Bylaws. Sumeracki has repeatedly falsified filings with the Kentucky Secretary

of State.

IV. FACTUAL BACKGROUND

EVENTS LEADING UP TO THE USURPATION

6. The BCSA Board of Directors are elected every two years. Pursuant to the

Bylaws, there are nine voting Board Members: President, Vice-President, Recording

Secretary, Corresponding Secretary, Treasurer, Immediate Past-President, AKC

Delegate, and two-three Members-at-Large.4

7. Under BCSA Bylaws, a quorum of the Board of Directors consists of a

simple majority.5

8. During the 2017/2018 Term, the Board Members were as follows: (1) Linda

Ramas (President); (2) Danielle Davis (Vice-President); (3) Jamie Swanson (Recording

Secretary); (4) Kathy Sours (Corresponding Secretary); (5) Adrian Smith (Treasurer); (6)

Lisa Pruka (AKC Delegate); (7) Ronni Delay (Past-President); (8) Robert Tainsh (Member

at Large); and (9) Wade Campbell (Member- at-Large).

9. In March 2018, Jamie Swanson resigned as Recording Secretary and

Suzanne LeRoy was appointed by a majority vote (and quorum) of the BCSA Board to fill

4 See Bylaws Art. III §1 attached as Exhibit B. 5 See Bylaws Art. II §3 attached as Exhibit B.

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the vacancy pursuant to the Bylaws Article III §3, which allows vacancies to be filled by

the Board until the next election (Kathy Sours voting against).6

10. In May 2018, Wade Campbell died and Barbara Palmer was unanimously

appointed to the position by a majority vote of the BCSA Board (also by the necessary

quorum).

11. All BSCA Directors are elected by the membership⎯other than the position

of Past-President, which is automatically filled by operation of law.7

12. In September 2018, the 2019/2020 Board election was held and the results

were as follows: (1) Lorna Menaker (President Elect); (2) Mark Solinger (Vice-President

Elect); (3) Barbara Palmer (Recording Secretary Elect); (4) Kathy Sours (Corresponding

Secretary Elect); (5) Adrian Smith (Treasurer Elect); (6) Cathy Sumeracki (AKC Delegate

Elect); (7) Linda Ramos (ex officio Past-President); (8) Molly Wisecarver (Member-at-

Large Elect); and (9) Kendra Hayes (Member-at-Large Elect).

13. Lorna Menaker is the wife of Ron Menaker, who first served on the AKC

Board of Directors from 1996 to 1998, was again elected in 2000, became Vice-Chairman

in 2001, and served as Chairman of the Board from March 2002 to March 2012.8

14. In September 2018, without Board authorization, Kathy Sours as

Corresponding Secretary (and Corresponding Secretary Elect) prematurely and

intentionally notified the AKC that Cathy Sumeracki now held the AKC Delegate Board

position⎯even though her term was not set to begin until January 2019⎯which resulted

6 See Bylaws Art. III §3 attached as Exhibit B. 7 Id. 8 See Exhibit C.

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in AKC at first denying Lisa Pruka the chance to attend its November meeting as the

BCSA Delegate as she had been elected to do until December 31, 2018.9

15. Pruka filed charges against Sours under BCSA Bylaws Article VI §2 and a

Board hearing was set for December 2018.

16. In November 2018, evidence was uncovered that Molly Wisecarver

(Member-at-Large Elect) and Cathy Sumeracki (AKC Delegate Elect) had organized

unauthorized herding trials and falsified AKC event applications utilizing BCSA licensed

herding event numbers and BCSA resources. Subsequent investigation by the Treasurer

revealed that almost $50,000 in entry fees had been made payable directly to Wisecarver

and Sumeracki instead of to the BSCA as required by its policies and procedures.

17. The Board filed charges against both Sumeracki and Wisecarver for

conduct prejudicial to the BCSA’s best interest⎯i.e. self-dealing and appropriation of

BSCA funds.

18. As noted above, Sours, Wisecarver, and Sumeracki were all slated to take

or continue in their positions on the 2019/2020 Board beginning in January 2019.

19. The BCSA Board conducted a disciplinary hearing in December 2018 for

Sours, Wisecarver, and Sumeracki. The Board unanimously determined that Sours had

acted maliciously in prematurely removing Pruka as BSCA’s 2018 AKC Delegate and

installing Sumeracki prior to the commencement of her 2019 term. Consequently, it

unanimously (and with the requisite quorum) imposed a 12-month suspension pursuant

to the Bylaws Art. VI, effective immediately.

9 See Delegates Credentials submitted by Kathy Sours attached as Exhibit D; see also November 20, 2018 AKC email attached as Exhibit E; Bylaws Art. VI attached as Exhibit B.

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20. Additionally, also unanimously (and with the requisite quorum), the Board

imposed a 9-month and 12-month suspension pursuant to the Bylaws Art. VI, effective

immediately, respectively, against Wisecarver and Sumeracki (because it was her second

offense), for self-dealing contrary to the Club’s best interest.10

21. Though not a prerequisite for a valid BCSA suspension, all three of these

December 2018 suspensions were upheld by the AKC following the BCSA’s request for

review and as memorialized in a letter from AKC’s President and CEO, Dennis Sprung:

“AKC did not interfere with the three Club member suspensions . . . ‘AKC . . . does not

overturn or supersede any decision made by the Border Collie Society of America

(BCSA). The BCSA has the right to take disciplinary action . . . for violation of their rules,

policies or procedures, if they deem it appropriate.’”11

22. On information and belief, though AKC upheld Sour’s suspension by the

BCSA⎯but chose not to pursue a separate AKC action against her⎯Wisecarver and

Sumeracki still remain under AKC investigation.

THE BCSA BYLAWS IN PERTINENT PART AND STATUTE

23. Article 1 §6: Member in Good Standing:

A Member in Good Standing is one whose dues payments are current and who is not currently under disciplinary action by BCSA or the AKC.

24. Article II §3: Board Meetings, in pertinent part states:

The quorum for a Board Meeting shall be a majority of the Board . . .

25. Article III §1: Board of Directors, in pertinent part states:

The board shall have 9 members, and shall be comprised of the President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer, Immediate Past President (who shall be a voting member of the Board),

10 See Bylaws Art. VI attached as Exhibit B. 11 See Dennis Sprung letter attached as Exhibit F.

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Delegate to the American Kennel Club, and two to three other persons, all of whom shall be members in good standing, who are residents of the United States. . . . All members of the Board of Directors shall be elected for two-year terms as provided for in Article IV and shall fulfill their positions as described in Section 2 of this Article until their successors take office with the exception of Past President. . .. The Past President position shall only last one term, after which the position converts to a regular elected board member at large position, for situations where the current President serves more than one term or when the departing President was not elected to the position of President.12 26. Article III § 3: Vacancies:

Any vacancies occurring in the officers of the Board during the year shall be filled until the next election by a majority vote of all of the then members of the Board; except that a vacancy in the office of President shall be filled automatically by the Vice-President and the resulting vacancy in the office of the Vice-President shall be filled by election by the Board. Vacancies to the position of Past President will be filled with a third Board Member at Large position appointed the same as described above for other board vacancies. 27. Article III §4: Terms of Office:

No member may remain on the Board for more than four consecutive two-year terms with the exception of the AKC Delegate. 28. Article III §5: Removal:

A member of the Board may be removed from the Board for failure to attend three meetings without sufficient cause as determined by the Board, or for failure to of vote two-thirds (2/3) of the remaining members of the Board. The remaining vacancy shall be filled as described in Section 3 of this Article.13 29. In pertinent part, KRS 273.211(3) states: “Each director shall hold office for

the term for which he is elected or appointed and until his successor shall have been

12 See Bylaws attached as Exhibit B (emphasis added). 13 Id.

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elected or appointed and qualified.”14 “Qualified” means possessing the necessary

qualifications.15

THE 2019 BOARD AND USURPATION

30. Because Sours, Wisecarver, and Sumeracki were suspended in December

2018, they were not in “good standing” and therefore, by operation of law, not qualified to

sit on the 2019 Board as expressly required by Kentucky statute and the Bylaws. As a

result, also by operation of law, the Board members already occupying the positions that

Sours, Wisecarver, and Sumeracki would have occupied had they been

qualified⎯Corresponding Secretary, AKC Delegate, and Member-at-Large⎯continued to

be held by Suzanne LeRoy, Lisa Pruka, and Robert Tainsh, respectively.

Notwithstanding, LeRoy, Pruka, and Tainsh were excluded from the first meeting of the

2019 term by its new President, Lorna Menaker, and Vice-President, Mark Solinger.

Though a quorum was present, no resolutions were passed because the meeting

consisted entirely of arguing about LeRoy, Pruka, and Tainsh’s improper exclusion and

Menaker’s insistence that Sours, Sumeracki, and Wisecarver be reinstated.

31. Additionally, despite the fact that Linda Ramas now held the un-elected

position of “Past-President” by operation of law pursuant to Article III §1 she too was

excluded from the meeting⎯presumptively because she had previously held four elected

BCSA offices and could no longer serve pursuant to Article III §3 of the Bylaws.

32. Nonetheless, Article III §3 of the Bylaws applies only to elected

positions⎯not to those filled by operation of law. Instead, the more specific and

14 KRS 273.211(3) (emphasis added). 15 See e.g., Black’s Law Dictionary.

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controlling Article III §1 specifically sets forth the only exceptions to serving as Past-

President⎯and having previously held four consecutive elected BCSA offices is not

among them.

33. As a result of the suspensions, the proper composition of the January 2019

Board was: (1) Lorna Menaker (President); (2) Mark Solinger (Vice-President); (3)

Barbara Palmer (Recording Secretary); (4) Suzanne LeRoy (Corresponding Secretary);

(5) Adrian Smith (Treasurer); (6) Lisa Pruka (AKC Delegate); (7) Linda Ramos (ex officio

Past President); (8) Robert Tainsh (Member-at-Large); and (9) Kendra Hayes (Member-

at-Large).

34. The full nine Member Board (the “A Board”) was invited with proper notice

to the February 2019 meeting. Six Board Members attended. Absent were Menaker

(President), Solinger (Vice-President), and Kendra Hayes (Member-at-Large). Because

a quorum was present (only five were needed), regular business was conducted.

35. Menaker improperly called a separate second February Board (the “B

Board”) meeting with only four-hour’s notice contrary to the Bylaws.16 Again, she excluded

the same four Board Members that had kept their positions by operation of law as a result

of Sours, Sumeracki, and Wisecarver’s suspensions. Only three of the legitimate nine

Board Members attended: Menaker (President); Solinger (Vice-President); and Hayes

(Member-at-Large). Despite the lack of a quorum, Paige O’Donnell was so-called

“appointed” as a new Member-at-Large purportedly to fill Linda Ramos’ Past-President

position. At a minimum⎯even without considering that Ramos’ position was not

vacant⎯the appointment was invalid for lack of a quorum.

16 Bylaws Art. II §1 attached as Exhibit B.

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36. On March 7, 2019, Menaker called another Board B meeting, again

excluding the same four Board Members. And again, only three legitimate Board

Members attended: Menaker; Solinger; and Hayes. Despite the fact that not only was

there not a quorum⎯but that a 2/3 vote (i.e., six Directors) was needed to overturn a

suspension: only three Directors voted to in favor of rescinding Sours’; only two voted in

favor of rescinding Wisecarver’; and only two voted in favor of rescinding Sumeracki’s.

Notwithstanding these three additional ultra vires acts, Sours, Wisecarver, and Sumeracki

were then purportedly appointed to the Board in the elected positions that they still

remained unqualified to hold. All of the Board appointments that were made were

therefore invalid either for lack of a quorum or because they were ultra vires⎯or both.

And subsequently, every single resolution passed by Board B was, likewise, ultra vires

for the very same reasons.

37. On March 19, 2019, Hayes resigned from the B Board (and therefore

presumptively from the A Board as well) as Member-at-Large, leaving eight legitimate

Board Members, A quorum remained at five.

38. On March 25, 2019, Menaker resigned as President (presumptively from

both the A Board and the improper B Board) and quit the BCSA entirely. Solinger became

President by operation of law pursuant to the Bylaws Art. III §3.17 The A Board now had

seven members (Solinger, Palmer, LeRoy, Smith, Pruka, Ramas, and Tainsh). A quorum

became four.

39. Despite her March 25, 2019 resignation, Menaker called another Board B

meeting on March 28, 2019. She again excluded the same four Board Members, who

17 See Bylaws attached as Exhibit B.

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carried over by operation of law. Present were only two legitimate Board Members,

Solinger (now President) and Smith (Treasurer).

40. Despite the fact that it now only has two legitimate Directors, the B Board

meetings continue⎯even though they have never had the requisite quorum to pass a

single resolution⎯and every so-called resolution constitutes another ultra vires act.

41. The A Board was properly constituted in January 2019 and was comprised

of the elected Board Members plus those who remained by operation of law pursuant to

both the Bylaws and KRS 273.211, as a result of the three suspensions discussed above.

42. The A Board was and remains the only legitimate governing body for the

BSCA.

43. A quorum has been present at every single meeting held by the A Board.

Consequently, every resolution that it has passed is binding on the BCSA.

44. On March 31, 2019, because he continuously failed to perform the requisite

duties of the office, the A Board unanimously voted to remove Solinger as President

pursuant to the Bylaws Art. III §5.

45. Additionally, as a consequence of Solinger’s removal and the resignations

of Hayes and Menaker, three A Board spots were then filled pursuant to the Bylaws Art.

III §3 and Kentucky statute as follows: Ronni Delay (Interim President); LeRoy (Vice-

President and Corresponding Secretary pro-tem); (3) Barbara Palmer (Recording

Secretary); (4) Adrian Smith (Treasurer); (5) Lisa Pruka, (AKC Delegate pro-tem); (6)

Linda Ramos (ex officio Past-President); and (7) Robert Tainsh (Member-at-Large). All

new Directors were appointed by a majority and with the necessary quorum in

attendance.

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46. Delay has been actively involved with the Club since its inception in 1990

and was also the Board’s “Past President” for the 2017/2018 term during the events

leading up to the filing of this Complaint.

47. Glenn Schafer was later properly appointed with a majority vote and quorum

as Corresponding Secretary, relieving LeRoy of double-duty as both Vice-President and

Corresponding Secretary.

48. Linn Brown was later appointed with a majority vote and quorum as a

Member-at-Large to fill the vacancy left by Hayes’ resignation.

49. Kasie McGee was later appointed by a majority vote and quorum as a

Member-at-Large to fill Tainsh’s position, following his resignation.

50. Adrian Smith resigned as Treasurer and his position will not be filled until

the next regularly scheduled Board meeting, which will be in a few weeks.

51. As it stands today (with every appointment supported by the requisite

majority and a quorum), the BCSA Board is as follows: Ronni Delay (Interim President);

LeRoy (Vice-President); (3) Barbara Palmer (Recording Secretary); (4) Glenn Schafer

(Interim Corresponding Secretary); (5) Lisa Pruka, (AKC Delegate pro-tem); (6) Linda

Ramos (ex officio Past-President); (7) Kasie McGee (Member-at-Large pro-tem); and (8)

Linn Brown (Member-at-Large pro-tem).

52. Despite the fact that every appointment to the B Board was without a

quorum or a majority vote, and the reinstatement of Sours, Sumeracki, and Wisecarver

was without a quorum and the requisite 2/3 vote, the AKC has wrongly instructed the

BCSA Board to turn its assets over to the B Board.18

18 See May 17, 2019 AKC letter attached as Exhibit G.

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53. On information and belief, the AKC’s inappropriate directive comes because

Lorna Menaker is the wife of Ron Menaker who, among other things, was AKC’s

Chairman of the Board from 2002-2012.

FRAUDULENT FILINGS SUBMITTED TO THE KENTUCKY SECRETARY OF STATE BY KATHY SOURS AND CATHY SUMERACKI, AND ATTEMPTED TRANSFER OF BANK ACCOUNTS BY SOLINGER

54. In pertinent part KRS 514.160, Theft of Identity, states as follows:

(1) A person is guilty of the theft of the identity of another when he or she knowingly possesses or uses any current or former identifying information of the other person . . . for the purpose of:

. . . (b) Obtaining benefits or property to which he or she would otherwise not be entitled; (c) Making financial or credit transactions using the other person’s identity; . . . (e) Commercial or political benefit. (2) Theft of Identity is a Class D felony. If the person violating this section

is a business that has violated this section on more than one (1) occasion, then that person also violates the Consumer Protection Act, KRS 367.110 to 367.300.

. . . (5) Where the offense consists of theft by obtaining or trafficking in the personal identity of another person, the venue of the prosecution may be in either the county where the offense was committed or the county where the other person resides.19 55. Despite the fact that they were never reinstated by a 2/3 vote of the Board

as required by the Bylaws and therefore are not Directors, between March 13, 2019 and

April 18, 2019, Sours and Sumeracki submitted 16 different filings with the Kentucky

19 KRS 514.160. (emphasis added).

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Secretary of State, purporting to be the BCSA Corresponding Secretary and Recording

Secretary pro-tem.

56. The filings consisted of seven Statements of Change of Principal Office

Address changing the address at different times to Illinois, Florida, and Ohio;20 three

Statements of Change of Registered Office, Registered Agent, or Both;21 and six

Amendment Annual Report Online Filings, purporting to instate the rogue B Board so that,

among other things, the BCSA bank accounts could be fraudulently transferred solely to

Solinger.22 The improper attempted transfer was flagged by the bank and was not

executed.23 Solinger, nonetheless, continues to try to appropriate the BCSA bank

accounts.

57. The B Board also purportedly removed Adrian Smith as Treasurer, and then

Solinger improperly requested the transfer of all bank accounts to himself⎯personally.

58. Having only one signatory on the bank accounts is contrary to both BCSA

and its insurance company’s policies and procedures.

V. CLAIMS

COUNT I: INJUNCTIVE RELIEF

59. Restates the allegations contained in Paragraphs 1-58.

60. Defendants’ actions constitute fraud and/or tortious interference with the

Bylaws, and violation of KRS 273.211(3) and KRS 514.160, entitling the BCSA to a

restraining order and temporary and permanent injunctions restraining and enjoining

20 See Statements of Change of Principal Office Address attached Exhibit H. 21 See Statements of Change of Registered Office, Registered Agent, or Both attached as Exhibit I. 22 See Amendment Annual Report Online Filings attached as Exhibit J. 23 See Bank of America email attached as Exhibit K.

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Defendants from continuing to violate the above mentioned statutes and the Bylaws and

aiding in Solinger’s efforts to improperly take possession of BCSA’s bank accounts.

COUNT II: DECLARATION OF RIGHTS AND ACCOUNTING

61. Restates the allegations contained in Paragraphs 1-60.

62. The BCSA is entitled to a declaration of the Parties’ rights and obligations

under the Bylaws and Kentucky statute, in particular KRS 273.173(1), KRS 273.173(2),

KRS 273.203, KRS 273.211(2), KRS 273.215, KRS 273.217, and KRS 514.160.

63. The BCSA is entitled to a declaration that A Board as constituted is the

legitimate BCSA Board and entitled to conduct its business as set forth in its Bylaws.

64. The BCSA is entitled to an accounting of all of the B Board’s proceeds and

expenditures, monies, earnings, profits, and other benefits that it has received, directly or

indirectly, while it has impersonated the A Board as the BCSA’s governing body.

65. The BCSA is entitled to a declaration that its bank accounts and other all

other assets will remain in the control of the A Board.

Count III: AIDING AND ABETTING BREACH OF FIDUCIARY DUTY

66. Restates the allegations contained in Paragraphs 1-65.

67. Solinger has breached his fiduciary duty to BSCA by: repeatedly refusing to

allow the four Board Members that carried over from the 2017/2018 term by operation of

law to attend Board meetings; appointing unqualified directors to the wrongly constituted

B Board in violation of the Bylaws and Kentucky statute, passing resolutions without a

quorum, reinstating Sours, Wisecarver, and Sumeracki without a 2/3 vote of the BCSA

Board, repeatedly attempting to improperly take control the BCSA bank accounts,

repeatedly engaging in ultra vires acts while a BCSA Director, and violating KRS

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273.173(1), KRS 273.173(2), KRS 273.203, KRS 273.211(2), KRS 273.215, KRS

273.217, and KRS 514.160.

68. Sours and Sumeracki’s actions as outlined above, including, but not limited

to, filing false reports with the Kentucky Secretary of State, and purporting to be BCSA

Directors without reinstatement to further Solinger’s bad acts including his failed attempt

to control the BCSA bank accounts, constitute aiding and abetting breach of fiduciary

duty.

COUNT IV: VIOLATION OF KRS 514.160 AND THE CONSUMMER PROTECTION ACT KRS 367.110, et. seq.

69. Restates the allegations contained in Paragraphs 1-68.

70. KRS 411.210 provides a private right of action for violation of criminal

statute KRS 514.160, including compensatory and punitive damages.

71. Sours and Sumeracki impersonated the Corresponding Secretary and

Recording Secretary, respectively, despite the fact that not only did they not hold these

Board positions, but, in fact, even today, remain suspended from the BCSA.

72. Because Sours and Sumeracki’s impersonation and bad acts as so-called

BCSA Directors have been in a business capacity, they are in violation of KRS 514.160

and the Consumer Protection Act as set forth in KRS 514.160(2).

73. As a result, the BCSA is entitled to a judgment and in a substantial amount

in excess of this Court’s jurisdictional minimum, but not in excess of $45,000; and

74. Because their actions have been willful, wanton, and malicious, the BCSA

is entitled to punitive damages in a substantial amount.

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COUNT V: FRAUD

75. Restates the allegations contained in Paragraphs 1-74.

76. Defendants knowingly and materially misrepresented their status as BCSA

Directors⎯as well as those of the B Board, in furtherance of the B Board’s and Solinger’s

plan to hijack the BCSA Board and appropriate its assets.

77. As a result, the BCSA has been injured in an amount in excess of this

Court’s jurisdictional minimum, but not in excess of $45,000.

COUNT V: CIVIL CONSPIRACY

78. Restates the allegations contained in Paragraphs 1-77.

79. Defendants between themselves and together with Solinger and the other

B Board members, conspired to fraudulently hijack the BCSA and its assets.

80. Defendants’ agreements were unlawful and the intent of the combination

and agreement to perform bad acts were in violation of the Bylaws and Kentucky statute.

81. The BCSA was thereby injured in an amount in excess of this Court’s

jurisdictional minimum but not in excess of $45,000.

VI: PUNITIVE DAMAGES

82. The BCSA is entitled to punitive damages in a substantial amount against

all Defendants because their actions were willful, wanton, and malicious.

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WHEREFORE, Plaintiff, BCSA, demands as follows:

A. a restraining order and temporary and permanent injunctions restraining

and enjoining the individual Defendants from violating the Bylaws and KRS 273.173(1),

KRS 273.173(2), KRS 273.203, KRS 273.211(2), KRS 273.215, KRS 273.217, and KRS

514.160, as well as impersonating BCSA Directors including with, but not limited to, the

Kentucky Secretary of State, the BCSA membership, the AKC, and banking institutions.

B. an accounting for any and all monies, earnings, profits, and other benefits

that Defendants have derived or received, directly or indirectly, as a result of their bad

acts;

C. a reasonable attorney’s fee and costs pursuant to KRS 367.110, et. seq;

D. compensatory, consequential and future damages, and/or profits, and/or

disgorgement for violation of the Bylaws and Kentucky statute in a substantial amount in

excess of this Court’s jurisdictional minimum but not in excess of $45,000;

E. punitive damages;

F. a declaration of the Parties’ rights; and

G. a trial by jury and all further relief to which Plaintiff may appear reasonable

entitled.

/s/ Clare Feler Cox Clare Feler Cox Donald L. Cox Lynch, Cox, Gilman & Goodman, PSC

500 West Jefferson St., Suite 2100 Louisville, KY 40202 (502) 589-4215 telephone (502) 589-4994 fax Counsel for Plaintiff