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Lawsuit Filed Against Archbishop Demetrios

For Refusing to Effectuate Archdiocese Resolutions
Regarding Archbishop Spyridon's Pension

SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK

HARRY J. PAPPAS, individually and derivatively in the right and for the benefit of,
GREEK ORTHODOX ARCHDIOCESE OF AMERICA,
Plaintiffs
-against-
VERIFIED COMPLAINT
HIS EMINENCE ARCHBISHOP DEMETRIOS,
Defendant.

The Plaintiffs, HARRY PAPPAS, individually and derivatively in the right and for the benefit of, GREEK ORTHODOX ARCHDIOCESE OF AMERICA, by their attorneys, ______________, for their complaint, allege:

FACTUAL ALLEGATIONS

1. The GREEK ORTHODOX ARCHDIOCESE OF AMERICA (hereinafter the "Archdiocese") is a corporation incorporated on September 19, 1921 under the Religious Corporation Law of the State of New York.

2. The Defendant, HIS EMINENCE ARCHBISHOP DEMETRIOS (hereinafter the "Archbishop") is the President of the Archdiocese and the Chairman as well as a Trustee of the Board of Trustees. The Archbishop is the chief executive officer of the Archdiocese, responsible for the day-to-day operations and financial management of the Archdiocese.

3. The Plaintiff, Harry J. Pappas, is a duly appointed Trustee of the Archdiocese, serving as of the date of the filing of this complaint as a member of the Board of Trustees of the Archdiocese, also known as the Executive Committee of the Archdiocesan Council (hereinafter the "Trustees").

4. This action is instituted pursuant to Section 720(c) of the New York Not-for-Profit Corporation Law. The Archdiocese is a religious institution and has no members as that term is defined in the New York Not-for-Profit Corporation Law. A copy of the Amendment of the Certificate of Incorporation of the Archdiocese providing that the Archdiocese has no members is annexed hereto as Exhibit "A".

5. The Trustees is the duly authorized and constituted Board of Trustees of the Archdiocese in accordance with the Religious Corporation Law of the state of New York and the Not-for-Profit Corporation Law of the State of New York.

6. The Archbishop was elected Archbishop of America on August 19, 1999 by his ecclesiastical supreme authority, The Holy and Sacred Synod of the Ecumenical Patriarchate of Constantinople (Istanbul), presided over by His All Holiness Ecumenical Patriarch Bartholomew.

7. The Archbishop was elected following the forced resignation of his predecessor, His Eminence Spyridon, who served as the Archbishop of America from July 31, 1996 through August 19, 1999.

8. On June 15, 1999 the Trustees adopted a resolution providing for full benefits for His Eminence Spyridon under the Bishops Supplemental Retirement Plan and the Clergy Pension Program upon Spyridon's retirement or other withdrawal for any reason from active service, irrespective of his age at the time of retirement or withdrawal. A copy of this Resolution is annexed hereto as Exhibit "B".

9. On August 5, 1999 the Trustees created and funded an irrevocable Grantor's Trust to providing funding for the Bishop's Supplemental Retirement Plan.

10. On August 19, 1999 His Eminence Spyridon withdrew from active service of the Archdiocese at the demand of his ecclesiastical supreme authority, The Holy and Sacred Synod of the Ecumenical Patriarchate of Constantinople (Istanbul), presided over by His All Holiness Ecumenical Patriarch Bartholomew (hereinafter "Ecumenical Patriarch Bartholomew").

11. Up to and including March 31, 2000 His Eminence Spyridon continued to receive his full salary and benefits from the Archdiocese.

12. On June 9, 2000 the Trustees adopted a resolution directing the Archdiocese to commence payment of full benefits to His Eminence Spyridon in accordance with the June 15, 1999 Resolution. A copy of this Resolution is annexed hereto as Exhibit "C".

13. On or about June 9, 2000 one of the Trustees of the Archdiocese, Michael Cantonis, and his foundation, directed that a donation to the Archdiocese in the amount of Nine Hundred Thirty Nine Thousand ($939,741.14) Dollars plus interest, be transferred to the Grantors Trust and be restricted for the purpose of funding all of the benefits to His Eminence Spyridon.

14. The donation of Cantonis in the amount of $939,741.14 has not been transferred to the Grantors' Trust.

FIRST COUNT

1. Plaintiffs repeat and reiterate each and every one of the allegations contained in the Factual Allegations as if fully set forth herein at length.

2. Defendant has failed, refused and neglected to direct the administrative employees of the Archdiocese to effectuate the duly authorized resolutions of the Archdiocese.

3. As a consequence of the defendants failure, refusal and neglect, no benefits have been paid to His Eminence Spyridon.

4. His Eminence Spyridon is entitled to receive $112,000 per annum commencing on and after April 1, 2000.

WHEREFORE, Plaintiffs demand judgment against the defendant:

1. That the defendant in his capacity as the chief executive officer of the Archdiocese be directed to cause the Archdiocese to commence monthly payment of the benefits of $112,000 per annum to His Eminence Spyridon as of April 1, 2000;

2. That the Archdiocese be directed to pay the expenses of the plaintiff Pappas in this action, including counsel fees;

3. That the plaintiffs have such other and further relief as to the court may seem just and proper, together with the costs and disbursements of this action.

SECOND COUNT

1. Plaintiffs repeat and reiterate each and every one of the allegations contained in the Factual Allegations as if fully set forth herein at length.

2. The Archdiocese is the national organization that administers, regulates and governs the national programs and ministries of the Greek Orthodox Church of America.

3. The Archdiocese is ecclesiastically governed on a national level by the Archbishop and the Synod of Bishops who administrate Dioceses (subdivisions of the Archdiocese).

4. The temporal and administrative affairs of the Archdiocese are administered by the Clergy-Laity Congress (biennial meetings), the Archdiocesan Council (biannual meetings) and the Executive Committee of the Archdiocesan Council (Trustees), which meets at the direction of the Archbishop.

5. The Executive Committee consists of the Archbishop plus nine members (Clergy of laymen), of which three serve by virtue of their election as officers of the Archdiocesan Council, consisting of the Vice-Chairman, Secretary and Treasurer, and the remaining six are appointed by the Archbishop.

6. The Executive Committee, in their capacity as the Board of Trustees of the Archdiocese, has the full temporal and financial authority over the business affairs of the religious corporation known as the Archdiocese.

7. On or about June 22, 2000 Ecumenical Patriarch Bartholomew directed the Archbishop to pay an annual allowance to His Eminence Spyridon not to exceed Eighty Thousand ($80,000.00) per year for life from the income of an account at the Archdiocese which is held for the benefit of the Ecumenical Patriachate. A copy of the letter directing such payment is annexed hereto as Exhibit "D".

8. Upon information and belief, the income from such account does not exceed $20,000 per annum and is therefore inadequate to cover a substantial portion of the allowance provided for His Eminence Spyridon.

9. On or about June 23, 2000 the Archbishop advised His Eminence Spyridon of the decision to grant this $80,000.00 allowance and enclosed a check in the amount of $20,001.00 payable to His Eminence Spyridon. A copy of the letter of June 23, 2000 and the enclosed check is annexed hereto as Exhibit "E".

10. Upon information and belief, the directive of Ecumenical Patriach Bartholomew to the Archbishop to make such 80,000.00 was made in lieu of the benefit duly authorized by the Trustees for His Eminence Spyridon.

11. Upon information and belief, the directive of Ecumenical Patriach Bartholomew and its implementation directly and indirectly contradict, subvert, obstruct and interfere with the duly authorized action of the Trustees as set forth in the resolutions annexed hereto as Exhibit "B" and "C".

WHEREFORE, Plaintiffs demand judgment against the defendant:

1. That the defendant in his capacity as the chief executive officer of the Archdiocese be directed to cause the Archdiocese to commence monthly payment of the benefits of $112,000 per annum to His Eminence Spyridon as of April 1, 2000;

2. That the Archdiocese be directed to pay the expenses of the plaintiff Pappas in this action, including counsel fees;

3. That the plaintiffs have such other and further relief as to the court may seem just and proper, together with the costs and disbursements of this action.

THIRD COUNT

1. Plaintiffs repeat and reiterate each and every one of the allegations contained in the Factual Allegations and the allegations set forth in paragraphs 2 through 9 of the Second Count as if fully set forth herein at length.

2. The Archbishop has failed, refused and neglected to convene a meeting of the Trustees despite numerous requests from the plaintiff and other Trustees.

3. The failure of the Archbishop to convene such meeting of the Trustees has unreasonably and arbitrarily delayed, frustrated and undermined the exercise of corporate action by the Archdiocese and the discharge of the fiduciary responsibility of the Trustees under the Not-For-Profit Corporation Law of the State of New York, including but not limited to, the implementation of the June 15, 1999 resolution relating to the payment of benefits to His Eminence Spyridon.

WHEREFORE, Plaintiffs demand judgment against the defendant:

1. That the defendant in his capacity as the chief executive officer of the Archdiocese be directed to cause the Archdiocese to commence monthly payment of the benefits of $112,000 per annum to His Eminence Spyridon as of April 1, 2000;

2. That the Archdiocese be directed to pay the expenses of the plaintiff Pappas in this action, including counsel fees;

3. That the plaintiffs have such other and further relief as to the court may seem just and proper, together with the costs and disbursements of this action.

FOURTH COUNT

1. Plaintiffs repeat and reiterate each and every one of the allegations contained in the Factual Allegations and the allegations set forth in paragraphs 2 through 9 of the Second Count as if fully set forth herein at length.

2. The Archbishop has failed, refused and neglected to attend the meeting sine die of the Trustees despite numerous requests from the plaintiff and other Trustees.

3. The failure of the Archbishop to attend such meeting of the Trustees has unreasonably and arbitrarily delayed, frustrated and undermined the exercise of corporate action by the Archdiocese and the discharge of the fiduciary responsibility of the Trustees under the Not-For-Profit Corporation Law of the State of New York, including but not limited to, the implementation of the June 15, 1999 resolution relating to the payment of benefits to His Eminence Spyridon.

WHEREFORE, Plaintiffs demand judgment against the defendant:

1. That the defendant in his capacity as the chief executive officer of the Archdiocese be directed to cause the Archdiocese to commence monthly payment of the benefits of $112,000 per annum to His Eminence Spyridon as of April 1, 2000;

2. That the Archdiocese be directed to pay the expenses of the plaintiff Pappas in this action, including counsel fees;

3. That the plaintiffs have such other and further relief as to the court may seem just and proper, together with the costs and disbursements of this action.

FIFTH COUNT

1. Plaintiffs repeat and reiterate each and every one of the allegations contained in the Factual Allegations and the allegations set forth in paragraphs 2 through 9 of the Second Count as if fully set forth herein at length.

2. On or about June 20, 2000 the Archbishop cancelled the meeting of the Archdiocesan Council scheduled for July 1, 2000.

3. Upon information and belief, the sole purpose of such cancellation is to delay, frustrate and undermine the exercise of corporate action by the Archdiocese and the discharge of the fiduciary responsibility of the Trustees under the Not-For-Profit Corporation Law of the State of New York, including but not limited to, the implementation of the June 15, 1999 resolution relating to the payment of benefits to His Eminence Spyridon.

WHEREFORE, Plaintiffs demand judgment against the defendant:

1. That the defendant in his capacity as the chief executive officer of the Archdiocese be directed to cause the Archdiocese to commence monthly payment of the benefits of $112,000 per annum to His Eminence Spyridon as of April 1, 2000;

2. That the Archdiocese be directed to pay the expenses of the plaintiff Pappas in this action, including counsel fees;

3. That the plaintiffs have such other and further relief as to the court may seem just and proper, together with the costs and disbursements of this action.

SIXTH COUNT

1. Plaintiffs repeat and reiterate each and every one of the allegations contained in the Factual Allegations and the allegations set forth in paragraphs 2 through 9 of the Second Count as if fully set forth herein at length.

2. In or about June 12, 2000, an inter-office memorandum was issued by the Executive Director of Administration of the Archdiocese, Jerry Dimitriou (hereinafter "Dimitriou"), to the Director of Finance, George Chelpon (hereinafter "Chelpon"), directing, inter alia, that (i) prior written approval be obtained from Dimitriou for all financial transactions and transfers regarding accounts of the Archdiocese, and (ii) that Chelpon report all communications to members of the Trustees, Archdiocesan Council, Clergy or auditors of the Archdiocese regarding any financial information. A copy of the inter-office memorandum of Dimitriou is annexed hereto as Exhibit "F".

3. Dimitriou is not an authorized signatory of the bank accounts of the Archdiocese.

4. Chelpon is an authorized signatory of the bank accounts of the Archdiocese approved by resolution of the Trustees.

5. The said directive of Dimitriou contravenes the lawful power, authority and actions of the Trustees.

6. The said directive of Dimitriou subverts, frustrates and contravenes the June 9, 2000 resolution of the Trustees, which is annexed hereto as Exhibit "C".

7. The Archbishop has suffered, permitted, failed, refused and neglected to prevent the implementation of said directive of Dimitriou, despite request requests by the plaintiff.

WHEREFORE, Plaintiffs demand judgment against the defendant:

1. That the defendant in his capacity as the chief executive officer of the Archdiocese be directed to cause the Archdiocese to commence monthly payment of the benefits of $112,000 per annum to His Eminence Spyridon as of April 1, 2000;

2. That the Archdiocese be directed to pay the expenses of the plaintiff Pappas in this action, including counsel fees;

3. That the plaintiffs have such other and further relief as to the court may seem just and proper, together with the costs and disbursements of this action.

SEVENTH COUNT

1. Plaintiffs repeat and reiterate each and every one of the allegations contained in the Factual Allegations and the allegations set forth in paragraphs 2 through 9 of the Second Count as if fully set forth herein at length.

2. On or about June 9, 2000 a donor of a substantial pledge in the amount of $939,741.14 plus interest, to the Archdiocese, Michael G. Cantonis, directed that the Archdiocese apply such fund to cover the benefits payable to His Eminence Spyridon pursuant to the June 15, 1999 resolution of the Trustees. A copy of the letter of instructions is annexed hereto as Exhibit "G".

3. The Archbishop has failed, refused and neglected to implement the execution of the Cantonis direction regarding the transfer of funds in the amount of $939,741.14 plus interest.

4. The failure of the Archbishop to comply with the Cantonis direction has unreasonably and arbitrarily delayed, frustrated and undermined the exercise of corporate action by the Archdiocese and the discharge of the fiduciary responsibility of the Trustees under the Not-For-Profit Corporation Law of the State of New York, including but not limited to, the implementation of the June 15, 1999 resolution relating to the payment of benefits to His Eminence Spyridon.

WHEREFORE, Plaintiffs demand judgment against the defendant:

1. That the defendant in his capacity as the chief executive officer of the Archdiocese be directed to cause the Archdiocese to commence monthly payment of the benefits of $112,000 per annum to His Eminence Spyridon as of April 1, 2000;

2. That the defendant in his capacity as the chief executive officer of the Archdiocese be directed to transfer the Cantonis fund of $939,741.14 plus interest in accordance with the written direction of Cantonis, as set forth in Exhibit "G".

3. That the Archdiocese be directed to pay the expenses of the plaintiff Pappas in this action, including counsel fees;

4. That the plaintiffs have such other and further relief as to the court may seem just and proper, together with the costs and disbursements of this action.


Dated:New York, New York  -   June 29, 2000
Attorneys for Plaintiff: ________________________ , New York, New York

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