Eager v. American Mensa, Ltd.

Eager v American Mensa, Ltd. 2025 NY Slip Op 33011(U) July 31, 2025 Supreme Court, Kings County Docket Number: Index No. 508465/25 Judge: Carolyn E. Wade Cases posted with a "30000" identifier, i.e., 2013 NY Slip Op 30001(U), are republished from various New York State and local government sources, including the New York State Unified Court System's eCourts Service. This opinion is uncorrected and not selected for official publication.

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, Part 84 of the Supreme 2025 AUG -6 A 9= 2 3'J Court of the Sate of New York, held in and for the County f Kings, at the Courthouse, at 360 Adams St eet, Brooklyn, New York, on the 31!. day o July, 2025. PRES ENT:

HON. CAROLYNE.WADE, Justice. -------------------------------------------------------------- ----X MICHAEL J. EAGER, FRANK MOUNIER, STEVE WELCR MATT CRAWFORD, NANCY CAMPBELL, DAVID MCCALLISTER, KELLY-MARIE JONES, KATHERINE KLASEN, LILY NOONAN, KlMBERL Y STRICKLAND,

Petitioners, -against-

AMERICAN MENSA, LTD.,

Respondent. -------------------------------------------------------------- ----X

The following e-filed papers read herein:

Notice of Motion/Order to Show Cause/ Petition/Cross Motion and Affidavits (Affirmations) Annexed_ _ _ _ __ Opposing Affidavits (Affirmations) _ _ _ _ _¹-- ...=...a.-=-=-"-F-"5=------ Affidavits/Affirmations in Reply - - - - - - + - -

Upon the foregoing papers, petitioners ichael J. Eager, F ank Mounier, Steve

Welch, Matt Crawford, Nancy Campbell, avid Mccallister, Kelly-Marie Jones,

Katherine Klasen, Lily Noonan and Kimberly trickland (collective y, petitioners) move

for a judgment, pursuant to Article 78 of the Ci il Practice Law and ules (CPLR Article

78): (1) declaring that the removal ofpetitioners om their positions a regional vice chairs

and directors of the board of directors of respo dent American Men a, Ltd. (respondent)

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violated respondent's bylaws; and (2) reinstatir g petitioners to the positions in question

(motion sequence number 1).

Petitioners' motion is denied and the peti ion is dismissed.

Backi:rrot nd

Tl,e Parties

In this internecine dispute pitting two lea1 ership factions amid: t respondent's ranks against one another, petitioners brought the p1 esent special procee ling as a vehicle to

secure reinstatement to their positions on respm dent's board of direc ors (the Board) (see

NYSCEF Doc No. 1, petition, 'i[ 1).

Respondent is a New York not-for-pro 1t corporation governed by bylaws (the

Bylaws), which provide that "Mensa's purp ::>ses are to identify and foster human

intelligence for the benefit of humanity; to encou age research in the nature, characteristics,

and uses of intelligence; and to provide a stimu ating intellectual anc social environment

for members" (see NYSCEF Doc No. 18, Bylav s, ,r I [²]).

Lori J. Norris (Chair Norris) joined respbndent in 1990 and 1as served in several

capacities on the Board, including as regional !vice chair, secretary, first vice chair and

currently as chair (see NYSCEF Doc No. 15, Norris aff, ,r 4). For their part, the eight

petitioners were, until the events that precipita.ted the instant proceeding, members of

respondent's Board (see NYSCEF Doc No. 1, petition, 'ii 3).

The Genesis of the Dispute

At the root of the parties' dispute lies tht September 21, 2024 executive session of

the Board, held in Hurst, Texas (the September Session) (see NYSC ;p Doc No. 5, Eager

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aff, ~ 9). During the September Session, petit oners unexpectedly rought a motion to

remove first vice chair Ian Randal Strock (FVC Strock) from his posi ion on the Board, at

which juncture Chair Norris, in unison with B ard secretary Trebor Lefebvre, cautioned

petitioners that they were in violation ofrespon nt's Bylaws by virtu of having failed to:

(i) set forth the motion on the meeting agenda; (ii) provide an oppo unity for a fair and

impartial hearing; and (iii) afford FVC Strock an opportunity to p pare a defense and circulate his position to the Board (see NYSCE Doc No. 15, Norris

To remedy this ostensible contravention of the Bylaws, Cha' Norris, along with

other Board members, sought an adjournment o the motion (id. ,r 17) Petitioners rebuffed

such course of action, indicating that they woul finalize the removal nd that they had the

votes to do so (id. ,r 18). Petitioners thereafter vo ed to overrule Chair orris and proceeded

to ,bring the motion (id.). Chair Norris posits th t petitioners' decisio to proceed with the

motion wrested from FVC Strock both the rig t to a fair hearing a d the opportunity to

mount a defense (id.).

The Aftermath oftlte September Session

In the wake of these developments, resp ndent's national hea ings committee (the

Hearings Committee) received complaints atte ant to petitioners' a tions with regard to

PVC Strock during the September Session, as ecounted in petitione Michael J. Eager's

(petitioner Eager) affidavit (see NYSCEF Doc o. 5, Eager aff, ,r 10 . In tum, petitioners

were notified of the complaints leveled against them, as well as giv n the opportunity to

contest the charges and request a hearing (see SCEF Doc No. 15, Norris aff, ~ 19).

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Petitioners contested the complaints and were s bsequently advised n December 4, 2024

that the hearing was scheduled for January 11, 025 (id. ,r 21).

The January 14, 2025 Decision

The proceeding before the Hearings Co ittee was held on J nuary 11, 2025 (the

Hearing) (see NYSCEF Doc No. 5, Eager aff, 1117). The Hearings Committee issued a

decision on January 14, 2025 (the Decision in which the ratio ale underlying the determination reached is exhaustively delineate (see NYSCEF Doc o. 7, Decision, ,r,r 9-

11 ). In the Decision, the Hearings Commi ee found that peti ioners intentionally

contravened the Bylaws in conjunction with thei motion to remove F C Strock during the

September Session and that, by dint of doin so, they committe an act inimical to

respondent (id. ,r,r 9-10).

Specifically, the Hearings Committee d termined that petiti ners deprived FVC

Strock of his right to a fair hearing, by: (i) fail ng to give notice to VC Strock of their

motion to remove him from his position on t e Board during the September Session,

thereby all but stripping him of the opportunity to formulate a defen e (id. ,r 9); and (ii) failing to give PVC Strock the opportunity to cir ulate his position to e panel conducting

the hearing, namely, the Board (id.).

The Hearings Committee further conclud din the Decision, th t petitioners' actions

in moving to remove FVC Strock from his p sition on the Board in violation of the

Bylaws, were intentional as petitioners proceede along the removal r ute notwithstanding

Chair Norris' s admonition to petitioners that doi g so without affordi g FVR Strock notice

of the motion was at odds with the Bylaws (id. 9 [a]).

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Based on the foregoing, the Hearings C mmittee determined in the Decision that,

insofar as petitioners engaged in an act inimical o respondent, they w re to be: (i) removed

from every national, regional and local office they then held with respondent; and (ii)

barred from serving in any national, regional o local office of respo dent for a period of

six years for certain petitioners and a period of elve years for the emaining petitioners

(id.~ 10). 1

Discuss·on

Respondent Has Made a Prima Facie Slwwin ofEntitlement to Dismissal of the Petition

Based on the evidence adduced by the pa ies, coupled with ap licable precedent in

the CPLR Article 78 context, respondent has ade a prima facie sh wing buttressing its

entitlement to dismissal of the petition. 2

Respondent has proffered prima facie e idence that petitione s knowingly flouted

the Bylaws in connection with their motion to remove FVC Strock amid the September

Session, and that, as a corollary, they engage in an act detriment 1 to respondent (see

NYSCEF Doc No. 15, Norris aff, ,i,i 17-26; see also NYSCEF Doc o. 7, Decision, ,i,i 9-

11).

In particular, Chair Norris avers in her a frrmation that petitio ers orchestrated the

removal without due process of their colleague FVC Strock, by fail ng to afford him the

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The Grace Court articulated the ration e underpinning its d termination that the 1dismissal of petitioner trustee's petition was w rranted as his activiti s were incompatible

with his duty faithfully to serve the Institute sine he engaged "in acti ities that obstruct[ed]

and interfere[ed] with the operation of the co oration ... he may be removed," which

rationale applies with equal vigor in the instant proceeding (id. at 31 -315).

The New York Court of Appeals in Gra e gave substantial we ght to the notion that petitioner trustee was afforded procedural due rocess by the board ftrustees in relation

to the hearing that led to his removal, including the opportunity to b heard in the midst of

the hearing crucible, as well as representation uring the hearing, m ch like petitioners in

the instant matter (id. at 312 and 314).

Our state's highest court in Grace ex ounded as follows

approach characterizing its policy in the contex ofCPLRArticle 78 roceedings involving

entities' decisions to remove, as here, upper-tie officials:

"The law is settled that a corpo ation possesses the · erent power to remove a member, o fleer or director fo regardless of the presence of a p ovision in the charte laws providing for such removal .. The question wi which we are presented in this case is w ether there exists an triable issues relating to the manner i which this petitio er was removed from his position as a Ii e member and truste .

"It has been the consistent policy of the courts of this tate to avoid interference with the intern I management and o eration of corporations.

HUnder these circumstances, cou s should not substit te their judgment for the judgment of tho e charged by the Le ·slature with the responsibility of running the corporation

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and seeing to it that it fulfills th purposes for which it was created."

(id, at 313-314).

In short, the Court of Appeals' leading race decision, and it progeny, militate in

favor of dismissing the petition for reinstate ent in light of the idence adduced by

respondent as to petitioners' conduct inimical o the interests of res ondent in removing FVC Strock without due process, along wi the courts' aversio to substitute their

judgment for that of those charged with leading corporate entities (id at 312-314; see also

Matter of Davidson v James, 172 AD2d 323, 24 [1st Dept 1991] [ ismissed petition to

restore former members' positions since "[p] titioners have failed to make a showing

warranting court intervention into the internal ffairs of respondent ... where there is no

indication that the petitioners' removal was t inted by fraud or ther wrongdoing'']);

Matter ofScipioni v Young Women Js Christian ssn. ofRochester & onroe County, 105

AD2d 1113 [4th Dept 1984] [acourtshouldnot nterfereintheintem laffairsofanot-for-

profit corporation unless a clear showing ism de to warrant such nterference, such as

fraud, violation of bylaws or other wrongdoing] .

Respondent Has Made a Prima Facie Sliowin tl,at tlte Decision Was Neither Arbitrary Nor Capri ious

Pursuant to CPLR Article 78, the cou 's mandate is narro ly-circumscribed to

reviewing the record before respondent and a certaining whether i s determination was

arbitrary and capricious based upon such record (see Matter ofBoren tein v New York City

Employees' Retirement Sys., 88 NY2d 756, 76 [1996]; see also tter of Boyd v New

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York City Employees' Retirement Sys., 202 AD d 1082, 1083 [2d D pt 2022]; Matter of

GrayvNew York State Div. ofHous. & Commu ityRenewal, 177 AD d 738,740 [2dDept

2019]). As the Court of Appeals held in a semi al decision in this ar a, "[a]rbitrary action

is without sound basis in reason and is genera ly taken without reg rd to the facts'' (see

Matter ofPell v Board ofEduc., 34 NY2d 222, 31 [ 197 4]).

If a rational basis exists for a responde t's determination in he CPLR Article 78 context, such determination must be sustained (see Matter of Pell, 4 NY2d at 230; see

also Matter of Clark v New York State Div. of ous. & Community enewal, 193 AD3d

726, 727 [2d Dept 2021]; Matter of Lucas v B ard of Educ. of the . Ramapo Cent. Sch.

Dist., 188 AD3d 1065, 1067 [2d Dept 2020]). onsequently, a cou cannot substitute its

judgment for that of a respondent so long as th respondenf s decisio is rationally rooted

in the record (see Matter ofBorenstein, 88 NY2 at 761; see also Mat er ofClarke v Board

of Trustees of N. Y. City Fire Dept., Art. 1-B P nsion Fund, 46 AD d 559, 560 [2d Dept

2007]; Matter of Vastola v Board a/Trustees o t., Art. 1-B Pension

Fund, 37 AD3 d 4 78 [2d Dept 2007]; Matter o Santoro v Board of rustees of N. Y. City

FireDept.,Art. l-BPensionFund,217 AD2d o0[2dDept 1995]).

At the core of the Decision lies petitione s' election, during th September Session,

to wrest procedural due process rights from FV Strock by removin him from the Board

without notice of petitioners' intended remova motion, impairing ·s ability to devise a

defense, all the while vitiating his ability to circulate his positio to the Board (see

NYSCEF Doc No. 15, Norris aff, ,1117-19).

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Petitioners' decision to forge ahead on is path was at varia ce with the Bylaws,

which provide that, as a condition precedent fo the removal of an o ficer during a Board

meeting:

"The resolution of the [B ard] that an officer s to be replaced must fulfill the fo lowing requirements

• • * *

"It must be set out in the a· enda (for the meetin ].

• • * * "The [Board] must prov de an opportunity or the circulation to the full mem ership of the [Boar of the concerned officer's views ... "

(NYSCEF Doc No. 18, Bylaws, ~,r 10 [b][ii] a d [c][ii]).

Based on the foregoing, respondent has · roffered evidence e tablishing that: (i) in

removing FVC Strock from the Board du •ing the September Session, petitioners

contravened the Bylaws by failing to adhere "th the procedural du process protections

woven into the fabric of the Bylaws (id.); (ii) pe itioners intentionally infringed the Bylaws

since Chair Norris cautioned them during th September Sessio that their proposed

removal of FVC Strock without notice was in ompatible with the ylaws (see NYSCEF

Doc No. 15, Norris aff, ~ 17); (iii) in contrast, t e Hearing Committe hewed closely to the

Bylaws in connection with the January 11, 2025 Hearing by duly prov· ding petitioners with

notice of the Hearing on December 4, 2025, p rmitting them to cir ulate information in

their defense and allowing ,them to proceed wi representation oft eir choice during the

Hearing (id. ,r 19-21); and (iv) in the aftermat of the Heating, the earings Committee

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issued the 17-page Decision on January 14,202 , which presents in ethodical fashion the

bases undergirding its finding that petitioners i tentionally violated t e Bylaws in relation ' to their motion to remove PVC Strock during th September Session, nd, as such, engaged

in an act inimical to respondent, leading to eir removal (see YSCEF Doc No. 7,

Decision, ilil 9-11 ).

In tµese circumstances, it cannot be gain aid that respondent h s made a prima facie showing that the Decision was not arbitrary an capricious in the inte dment of applicable

precedent in the CPLR Article 78 context, there y warranting sustain ng such Decision. In

a decision featuring facts comparable to th se present herein, atter of Purpura v

Richmond County Country Club (114 AD2d 46 , 461 [2d Dept 1985] , petitioner instituted

a proceeding under CPLR Article 78 to c allenge his conditi nal expulsion from

respondent, a non-profit country club. The App Hate Division, Seco d Department denied

the relief sought in the petition, determining that petitioner's co duct in persistently

endeavoring to have the country club's mana er terminated "coul well be considered

inimical to the interests of the club in maintaini g a harmonious prog am for the benefit of

all the members," and, as such, could serve as basis for the board f governors to expel

him (Purpura, 114 AD2d at 461-462 [internal uotation marks omitt d]).

The Purpura court determined that the b ard of governors' de ·sion to conditionally

expel petitioner was not capricious in that, as in the present case, is "conduct was not

trivial in nature, but was viewed by the boar of governors as di isive and disruptive,

especially in view ofthe Country Club's stated 1ective of promotin recreation and social

intercourse among its members" (id. As the Appella e Division, Second

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Department highlighted the decidedly limited r , le to be played by c mis in reviewing the

propriety of a not-for-profit entity's decisio to effect the remo al of one or more

individuals in circumstances where, as in the resent proceeding, a tions inimical to the

entity have emerged:

"An association may expel one o its members for a v· olation of its established rules for which pulsion is provided r even for such conduct as clearly violat s the fundamental ob ects of the association, and if persisted i and allowed would thwart those objects or bring the associat. on into disrepute.

• • * * "The court may not consider whe her it would have a the same conclusion as the Count Club's board of go emors, or even whether such a conclusio was or was not reas nable, but must confine itself solely to e question of whet er the case was so bare of evidence to sustain the decision at no honest mind could reach the conclusion that the board reached."

(id. at 461 [internal quotations and brackets om tted]; see also Matte ofKelly v Northport

Yacht Club, Inc., 44 AD3d 858, 859 [2d Dept 007] [denied and dis issed CPLR Article

⁷⁸ petition to vacate petitioner's membership ermination based o court's finding that

respondent's action was not arbitrary and capricious since p titioner violated of

respondent's rules]; Matter of Parisi v New Yo k County Med. Socy. I 77 AD2d 369,370

[1st Dept 1991] [denied CPLR Article 78 pe ition to vacate resp ndent's rejection of

petitioner's president-elect application since"[ espondent's detenni ation was rationally

based upon the unambiguous language of the b laws, and, as such, c nnot be disturbed by

judicial review"]).

Petitioners Escliew Ille Substance oftlle Decis"on

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At its core, the petition seeks the reins atement of petitione s' positions on the

Board, from which positions they were removed ursuant to the Janua 14, 2025 Decision

(see NYSCEF Doc No. 1, petition, ,r 1 [a], [b] an [c]). However, an a alysis of petitioners'

motion reveals that they steer clear of the substa ce of the Decision (s e NYSCEF Doc No.

5, Eager aff, 1,r 7-28). Petitioners' attempt to cha lenge the Decision w thout grappling with

the essence of such Decision is unavailing. Notably absent from the petition and p titioner Eager's affi mation alike is any

attempt to refute the Board's determination in e Decision that the r moval of petitioners

was warranted in light of petitioners' violatio of the Bylaws in c nnection with their

motion to remove PVC Strock during the Sept mber Session (see YSCEF Doc No. I,

petition, ,r~ 13-43; see also NYSCEF Doc No. 5 Eager aff, 118-28).

Particularly noteworthy, nowhere in thei moving papers do p titioners address the

Board's finding that petitioners intentionally vio ated the Bylaws, and ivested FVC Strock

of the opportunity for a fair hearing, by: (1) faili g to notify FVC Str ck of their motion to

remove him from the Board during the Septem er Session, thus com romising his ability

to devise a defense (see NYSCEF Doc No. 7, ecision, ,r 9); and ( ) withholding from

FVC Strock the opportunity to circulate his a guments to the pan 1 presiding over the

hearing (id.).

Petitioners' decision to sidestep the eart of the Decisi n in their petition,

affinnation in support, and reply (to wit, th Board's determina ion that petitioners

intentionally ran afoul of the Bylaws by deprivi g FVC Strock ofpr cedural due process,

thereby committing an act inimical to responde ) is pivotal. Indeed, s set forth above, the

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Board's finding that petitioners engaged in an act inimical to resp ndent, coupled with

Chair Norris' affirmation (see NYSCEF Doc o. 15, Norris aff, ,r 17-26), constitute a

prima facie showing of respondent's entitlemen to dismissal of the p tition.

In sum, petitioners' decision to bypass the nucleus of the ecision (that is, the

Board's determination that respondents engag d in an act inimical o respondent, which

detennination gives rise to a prima facie showi g of respondent's en itlement to dismissal

of this proceeding) warrants dismissal of the p tition. Indeed, when party fails, as here,

to rebut through admissible evidence an adverse party's prima facie s owing of entitlement

to dismissal of a claim, dismissal is appropriate (see Gluck v Mapfre Ins. Co. ofN. Y., 221

AD3d 662, 664 (2d Dept 2023]; see also Byrn v Sidhu, 215 AD3d 622 [2d Dept 2023];

Matter of Kelly, 44 AD3d at 859 [dismissed PLR Article 78 pr ceeding challenging

respondent's termination of petitioner's membe ship since, faced wit respondent's prima

facie showing of entitlement to dismissal bas d on evidence that ennination was not

arbitrary or capricious, petitioner failed to refu e such showing]; M. tter of Marandino v

Westchester Country Club, Inc., 33 AD3d 800 [2d Dept 2006] [dis issed CPLR Article

78 proceeding to review country club's termina ion of membership si ce, after respondent

made a prima facie showing that dismissal o the proceeding was warranted given the

evidence that respondent's termination of pelitioner was not arb trary or capricious,

petitioner failed to negate such showing throug factual evidence]).

Conclus on

Based on the foregoing, petitioners' m tion for a judgmen, pursuant to CPLR

Article 78, declaring that the removal of petiti ners from their posit ons as regional vice

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chairs and directors of the Board violated respo dent's bylaws, and r instating petitioners

to the positions in question, is denied. Moreove the petition is dismi sed.

Any arguments not expressly addressed erein were consider d and deemed to be

without merit. Any relief not expressly granted erein has been consi ered and is denied.

This constitutes the decision, order and j dgment of the court.

J.S.C.

HON. CAROLYN . WADE J STICE OF THE SUP EME COURT

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Footnotes

[1] Pursuant to the Decision, those petitioners who were on-voting members oft e Board were subject to the six-year bar (id. ,i 10 [b] [l]), while the petitioners w o were voting members fthe Board were subject to the twelve-year bar (id. ,r IO [b] [2]).

[2] It shall be incumbent on the court to ascertain whethe petitioners, faced with spondent's prima facie showing, have tendered evidence undermining such sho ing, which matter will be xplored in a subsequent section. 5 [* 5] 5 of 16 possibility to disseminate his stance to the B ard, which presided over the September Session, and by refraining from notifying him of petitioners' plan ed removal motion, hence denying him the means to elaborate a de£ nse (see NYSCEF D c No. 15, Norris aff, ,r,rl?-19). In light of these developments, and f complaints lodge against petitioners associated with the putative lack of due process provided by petition rs to FVC Strock in connection with the September Session, the Hea ings Committee sch duled the Hearing to proceed on January 11, 2025, granting petitio ers in excess of one month notice of the Hearing date, thus permitting them to marshal e idence, and prepare or, the Hearing (see NYSCEF Doc No. Si Eager aff, ,r 10; see also N SCEF Doc No. 15, orris aff, ~,r 19-21). During the January 11, 2025 Hearing b fore the Hearings C mmittee, petitioners were afforded the benefit of representation and alled witnesses top esent testimony (see NYSCEF Doc No. 15, Norris aff, ,r 24 ). As set fo h more fully above, he January 11, 2025 Heari~g culminated in the January 14, 2025 D cision in which the earings Committee determined that petitioners intentionally infring d the Bylaws by mo ing to remove FVC Strock without due process during the Septembe Session and that, by so doing, petitioners engaged in an act inimical to respondent, w rranting petitioners' removal from their positions (see NYSCEF Doc No. 7, Decision,, 9-11). The circumstances underlying petiti ers' removal are analogous to the circumstances at issue in the Court of Appeals' ontrolling precedent in the CPLR Article

[78] nonwprofit arena. In Matter o/Grace v Grace , st. (19 NY2d 307, 3 I [1967]), petitioner (petitioner trustee), a member of the board oft stees of the Grace In titute (the Institute), 6 [* 6] 6 of 16 an entity providing vocational training to wo en, instituted severa actions against the Institute, none of which came to fruition. Owin to such actions, an internal hearing was held by the Institute concerning petitioner truste , which resulted int e latter's removal as a trustee. Following his removal, petitioner truste , as in the present atter, commenced a CPLR Article 78 proceeding seeking judicial r view and annulment of the detennination made by the board of trustees of the Institute o remove him as tru tee. The New York Court of Appeals held that the Institute was ent tled to the dismissal of the petition based on a confluence of considerations, which are pr sent in the instant p ceeding (Grace, 19 NY2d at 313-315). In particular, the Court unde scored that the Instit e's board of trustees did not reach its determination to remove petiti ner trustee rashly, b , rather, as here, did so after duly deliberating and conducting a he ring, leading to its fi ding that petitioner trustee's conduct was so inimical to the interest of the Institute as t require his removal (id. at 313-314). Notably, the nature of petitioner trustee' misconduct at issue in Grace that led to the board of trustees' finding that petitioner tr stee engaged in co duct inimical to the Institute (that is, instituting meritless lawsuit against the Institu e) is the functional equivalent of petitioners' alleged misconduct in the proceeding befor this court (namely, petitioners' removal of their colleague FVC Stock during the Sept mber Session, after having deprived him of notice of the hearing a d of the opportunity o share his position with the panel conducting the hearing) (id. at 31 ). 7 [* 7] 7 of 16