Kentucky Secretary of State records show that:

Amalgamated Order of Real Bearded Santas, Inc. (henceforth AORBS) is a Non-profit Corporation, Incorporation # 0672389.09.9999

Principal Office: P.O. Box 36, Mayfield, KY 42066

Register Agent:  Andrew B Stratton, 205 Golf Club Lane, Mayfield, KY 42066.

There are only two officers and three directors listed, those three names are N. Trolli, Jeff Germann & Leonard Ray.

VIOLATIONS OF KENTUCKY LAW REGARDING NON-PROFIT CORPORATIONS

273.211 Number and Election of Directors
(1)  The number of directors of a corporation shall not be less than three(3)....unless so stated in the Bylaws...

273.215 General Standards for Directors

(1) (a) "Failed to act in Good Faith"
    (c) "Failed to act in the Best Interests of AORBS by standards that an ordinarily prudent person would act & approve";
(4) A director of a nonprofit corporation shall not be considered to act in good faith if he has knowledge concerning the matter in questions that makes reliance otherwise permitted by subsection (3) of this section unwarranted.

273.219 Conflict of Interest

273.221 Committees
Two Board Members are REQUIRED for all Committees... (The two Board Members of the Nomination Committee resigned and were never replaced nor were any other required Board Members Appointed.)

273.229 Standards of Conduct for Officers
1 (a) "Failed to Act in Good Faith for AORBS"
  (c) "Failed to Act in the Best Interest of AORBS by standards that an ordinary, prudent person would act & approve";

273.233 Books & Records

Each corporation shall keep correct and complete books, records of account, minutes, records of the names and addresses of its members entitled to vote. ALL BOOKS & RECORDS MAY BE INSPECTED BY ANY MEMBER OR HIS AGENT OR ATTORNEY, FOR ANY PROPER PURPOSE AT ANY REASONABLE TIME.

VIOLATIONS OF AORBS BYLAWS

Article III  Membership

(A) (5)  Prior to suspension, notification shall be made by the First Vice President...(the affected party) will be given the opportunity to submit a written rebuttal....

(The Board willfully and intentionally violated Due Process in the Expulsion of certain members).


Article V  Board of Directors

C.  Office of  Second Vice President (currently vacant)
D.  Office of Secretary (currently vacant)
E.  Office of Treasurer (currently vacant)
F.  Six Regional Directors (all six are currently vacant)
G.  Three Directors-at-large (one or two are listed but not active nor have they made their presence or any decisions known to any of the membership other than the remaining Acting Non-elected President and Acting Non-elected First Vice President)

Aritcle VI  Governance

A.  The Board of Directors shall consist of at least 14 members. (presently there are only two active Board Members)
C.  Vacancies shall be filled by majority vote of the remaining Board of Directors (no such vote has been made even though there have been several volunteers for various position on the Board)

Article VII  Voting and Elections

B.  This Section refers directly to Article VI (c) Vacancies and the replacements of Board Members.  (obviously this is an Important Bylaw as it re-states what was previously stated in Article VI).

ACTIONS THAT ARE EVIDENCE OF BAD FAITH

Failure to produce the Convention in Overland Park, Kansas in July, 2008;

Forfeiture of Corporate Deposits and other obligations for the failed Overland Park Convention;

Failure to publish to the Membership the current financial status of the Corporation and a report on Expenditures, Receipts and Money Collected by the Corporation;

Failed to replace Board Members as Seats were Vacated;

Failed to respond to email, private messages and any other communication made to the remaining Active, Non-elected Board Members, said communications made to suggest corrections to the Bylaws, Acts or Misdeeds of the Remaining Non-elected Board Members, etc. and made by current, eligible members;

Continued personal, private and public attacks on members, former members, members at large of the Santa community, the media and the public in general;

Failure to accept any responsibility in any failed endeavor on the part of the AORBS Board of Directors;

Failure to provide a Bylaw establishing the Elf Net and reasonable Terms of Service and the establishment of a free flow to and from the Members and Board Members of AORBS;

Vindictive and personal attacks and illegal false official actions and retribution against people and persons who have the right to personal opinions and free speech to vent or publish said opinions;

Continued arguments and dialogues outside of AORBS with non-members yet representing AORBS in an official capacity, thus bringing more negative publicity, conflict and opinion against AORBS;

Conflict of Interests in the Nomination Process, the oversight and direction of the Nomination Committee to act legally, with 2 legal Board Members on the Committee and for the Nomination Committee to freely access the Membership List of Eligible Voters and the vetting of any and all candidates without interception or interference from outside sources including the Nominations regarding the Acting President and First Vice President and the vetting of Nominees by the spouse of the Acting Non-elected President and not a member of AORBS;

Failure to follow their own Procedure that the Board voted in order to Nominate persons for the upcoming election(in that they failed to nominate persons via the internet address but rather telephoned said Nomination to the Chair of the Nomination Committee);

Willful & intentional violations of numerous state laws across the country in that the Current Board attempted to solicit charity funds without properly registering in every state & jurisdiction that requires said registration.  That a Cease & Desist Order was issued to stop the Board from collecting money and that there has been no accounting of monies that was collected or if or when it was disbursed and to whom;

Multiple willful & intentional violations of Kentucky State Law regarding Non-Profit Corporations;

Violation of Board Votes that consisted of (2-0) Majority Votes when Kentucky State Law provides that a Minimum of 3 Board Members are Mandatory for ANY Vote to be legal and binding.

Multiple willful & intentional violations of AORBS Bylaws.


I submit these violations and accuse the Board of Directors collectively and individually, specifically identifying Nicholas Trolli and Jeff Germann of the preceding violations of Kentucky State Law and AORBS Bylaws.

I call for the determination whether the two Directors-at-large, who 
are now defined as 'ghosts' be contacted in person and further determine whether they were present or in contact with the two above named persons when any vote was made on any matter before the AORBS Board of Directors and that they sign a Notarized Document stating that they were so informed as to the subject of the vote and that they actively voted Yea or Nay on each & every subject previously reported by the Acting Non-elected Officers.

If they deny that they voted on any measure in the last several months after the resignations of the two remaining Board members that were on the Nomination Committee, then every vote, decision, action taken on behalf of AORBS is ILLEGAL and WITHOUT AUTHORITY.

I further call that a Special Meeting be convened in compliance with Kentucky State Law regarding Non-profit Corporations that allow 1/20th of the total eligible membership to vote for said Special Meeting and upon approval for said Special Meeting, that a Majority Vote of the Membership at the Special Meeting provide for relief from further violations by the acting, non-elected Board Members, any disciplinary actions be voted on against said Board Members, a new temporary Board of Directors be voted on, and the determination of the viability of AORBS to remain an active non-profit corporation or the dissolution thereof due to an exhausted financial standing and pending litigation for the failure of the 2008 Overland Park Convention.

The present membership count according to Elf Net this 8th day of August, 2008, at 1337 hours EDT, is 405.

Said Kentucky State Law for Non-profit Corporations is as follows:

273.193  Meeting of Members

(3)  Special meetings of the members may be called by the president of by the board of directors.  Special meetings of the members may also be called by such other officers or persons or number or proportion of members as may be provided in the articles of incorporation or the bylaws.  In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one-twentieth (1/20) of the votes entitled to be cast at such meeting.

Thus, the least number of members voting for a special meeting should be 83.

I call for a Special Meeting to be voted on by the entire membership of AORBSinc. and upon receipt of 83 or more votes, a meeting, either physical or electronic be enacted at the first available date to decide the issues stated above and any other corporate business to be decided.  

A special email address has been set up for this vote.  All voting will remain confidential in order to preserve the right to vote without fear of reprisal.  However, it is necessary that you provide your real name, real address, your professional Santa name, a telephone number, the date or year you joined AORBS or AORBSinc. and a statement that you are a Current, Eligible Member of AORBSinc. and entitled to vote in this manner.

No Current Board Member may interfere with this vote.

The email address is:

santasteve@ymail.com

Respectfully submitted, August 8, 2008,

Stephen J Bailey
Santa Steve (of Georgia)
Marietta, Georgia

Santa Walter:

While you are sussing out the problem, I figured I’d just send you my latest submission via email… This has been posted on the other groups, as part of an ongoing thread about Santa using technology to appear omniscient—I thought you’d like to add it to your Gazette, as well… I trust you to deal with whatever formatting issues may arise from using this method…

How Santa Can Appear To Know

EVERYTHING!

By Santa Ric Erwin

There's an ongoing thread over on another board about use of hidden radios, earpieces, etc, to allow Santa to recieve info about the kids-- thereby seeming omniscient in their eyes. I know that there are many who do not visit us over there, so I'll share it here, and on Santa's Gazette (nee Jingle Press), as well...

Since one of the recommended devices runs upwards of $1400 , I thought that our brothers & sisters over here might want to hear Diva's & my "omniscience" method-- for about $1375 less!!!

--- In This e-mail address is being protected from spambots. You need JavaScript enabled to view it , "santakevinscott" <santa@...> wrote:
>
> Ric and Vic use the blue tooth phones to do this as well.....

What Santa Kevin has said is quite true: Vic & I have had enormous success using nothing more than the Jabra Bluetooth earpieces ($20 apiece). By swinging the inch-long mouthpiece up and backward, I can easily conceal the earpiece beneath my long hair, and then provide additional cover by pulling my cap down until the fur covers it-- it pretty much covers the top of my ears, anyway...

We have used them at least a half-dozen times, and not even the adults in the room ever saw the ear-piece-- and some of them told us later that they were wondering how we were doing it, and LOOKED for it...

Of course, the parents took turns near the back of the room, or on an overhead balcony, feeding me clues about their kids as I was talking to them! We would link up with the host or their designee by cell phone before making our Grand Entrance-- and then leave it to them to organize the parents as each child's turn approached to visit with Diva & me ...

I did run into instances where the adult was whispering too softly for me to hear what they were saying-- at those times I would try to cue them to speak up a little by saying, "Mama, weren't you telling me something about Little _____'s pet (or school or whatever I WAS able to catch) just before we got here?" If they caught on and repeated themselves, I'd just cover with, "Oh, yeah, you said that..."

If the parent didn't catch that subtle clue, I'd look up at the host-- pretending to continue to speak to Diva-- and add, "I'm afraid I must have been thinking about something else as you were telling me about Little ____ earlier-- COULD YOU WHISPER THAT IN MY EAR AGAIN...?"--... And then, either the parent would figure it out for themself, or the host would pick up on that pre-arranged cue and instruct them (and other parents) to speak up a little, even if that meant moving further from the set-- while Diva would pretend to whisper something to me in my other ear...

I could also request specific info from the parent, by saying something like, "Now, let me try to remember what your pet's name is... Oh, yes-- isn't it_____?" or "I heard from your teacher recently too-- I believe the teacher's name was.... ________________, is that right?"

Most of the time there was more than enough ambient noise in the room to cover the parent's end of our ongoing secret conversation-- and even with my mouthpiece pointing backwards, usually they could clearly hear Santa's end of the conversation with their child, and feed me info which allowed me to answer specific questions which the kids would sometimes ask, like "Do you remember the puppy you gave me last Christmas?" or "Is my sister on the naughty list this year?"... I would make sure they heard the question clearly, by simply repeating it and pretending to "think about it" while they answered!

Nothing-- and I do mean NOTHING-- impresses a group of kids more than "Santa Magic"!

And omniscience is among the miracles which they most readily accept and MARVEL over!!! I've had kids sitting in a semi-circle in front of me, with eyes like saucers and mouths agape as each gets off my lap saying, "How did he know THAT?"-- and we've had 5-8-year-olds 'confess' things to Santa that their PARENTS didn't even know about, JUST SO THAT THEY COULD TELL SANTA THEY WERE REALLY, REALLY SORRY!

Guys, you WILL get call-backs from those clients-- and referrals, as well-- because THEY will get thank-you calls from their guests-- BECAUSE THOSE GUESTS' KIDS WON'T BE ABLE TO STOP TALKING ABOUT IT WITH THEIR FRIENDS AND NEIGHBORS AND COUSINS, ALL THE WAY THROUGH CHRISTMAS!!!

Singin' Santa

www.SinginSanta.net