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ASHA Files Action for Declaratory Judgment to End Dispute

Lexington, Kentucky - After months of letter writing and document productions, the directors of the American Saddlebred Horse Association (ASHA) voted unanimously on Monday afternoon (October 5) to initiate an unusual legal action to settle a dispute with a small group of its members.  The decision came following repeated and continuing threats of litigation against ASHA by these members and their representatives.  It was taken by the ASHA Board of Directors to protect the best interests of the overall membership, the Association, all employees, and the long-term future of the American Saddlebred. 

At issue in this filing is a Kentucky statute referring to the right of members of a not-for-profit corporation to have access to all "books and records of account." The inquiring members have demanded that the Association produce other documents, specifically payroll records indicating details of compensation by employee for the entire staff, and correspondence including electronic communications among certain directors and staff for a period of nearly two years.   ASHA’s attorneys advised the directors of their strong belief that the board and staff have already fully complied with the law, and that any requests for such additional documents are well beyond not only what the law contemplates, but also what is reasonable and proper.   

"What we have here," said Judith Werner (Illinois), president of ASHA, "is a situation that we apparently cannot resolve without the help of the courts. The attorney representing a group of members reads the law very differently than our own legal counsel does, and these are important issues to have settled.  That’s what the courts are for.  Many members have asked us to get the issues resolved so we can protect the personal privacy of all our hard-working staff members now and in the future, and spend our time, attention, and financial resources on advancing our beautiful breed of horse." 

The members pursuing this dispute since April were invited to meet with all directors of both ASHA and the American Saddlebred Registry in July, which they declined.  In the meantime, thousands of documents have been produced for inspection, in three document productions attended by attorneys and accountants.  The offer to meet was extended again for the October 5 joint board session held in Lexington.  Nine of these members and their attorney attended the meeting Monday afternoon at the Kentucky Horse Park with over 20 directors, but declined to discuss the specific matters of concern to them.  Despite questioning from several directors of the members in attendance, their attorney simply repeated his legal interpretations.  The members themselves offered only isolated, brief comments, and would not state a purpose, other than "oversight," for their inquiries.  

The Action for Declaratory Judgment, filed in Fayette County, Kentucky, where ASHA is headquartered, puts the issue before a judge to decide. 

According to Alan F. Balch, Executive Secretary of ASHA, the directors felt that they had done everything they could to settle this matter cooperatively, including repeatedly offering to meet with the group of members to settle any issues, but that this resolution had been forced upon them when the members who attended would not even share their actual concerns.  "We have been unable to undertake important new initiatives to serve the breed since April.  Instead, we’ve been responding to constant requests for more documents, and additional inspection," he said.  "At the outset, as the senior staff person, I made my employment contract available for review, and all my own payroll documents.  My compensation has also been regularly disclosed in our tax filings, of course."     

Ed Stopher, of Boehl Stopher Graves in Louisville, the firm that has represented ASHA for decades, made it clear to the directors and their guests during the meeting that all staff members have a reasonable right to privacy as to their personnel files, including details of compensation and other matters.  In addition, requesting copies of correspondence including electronic mail among staff and directors goes beyond the "books and records of account" cited in the law.   

"The efficient operation of any modern organization," Balch added, "depends on email, and our volunteer directors use email to communicate on any number of both formal and casual matters, and to convey their opinions on sensitive and/or confidential issues.  Such communication can range from confidential discussions of potential candidates for board and committee service, to payroll and privileged legal matters, to brainstorming on controversial topics. Any such correspondence was written with a reasonable expectation of privacy, and never intended to be public." 

Werner emphasized the gravity of the step the ASHA leadership was forced to take.  "We did not make this decision lightly," she said.  "We are responding to what we believe is the clearly expressed desire of the overwhelming majority of our members to get this matter resolved once and for all, so that their duly-elected leaders and staff can return to the important challenges facing our breed as well as every breed of horse."

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