To: State of Colorado, IRS, State of Washington
Internal Revenue Service
Nonprofit Regulations & Enforcement
TE/GE Room 4010
P. O. Box 2508
Cincinnati, OH 45201
Donetta Davidson, Secretary of State
State of Colorado
1560 Broadway, Ste. 200
Denver, CO 80202-5169
Ken Salazar, Attorney General
State of Colorado
1525 Sherman Street
Denver, CO 80203
Informational copies to:
Corporation Division, Secretary of State Sam Reed
State of Washington
P. O. Box 40234
Olympia, WA 98504-0234
Attorney General Christine O. Gregoire
State of Washington
1125 Washington St. SE
P.O. Box 40100
Olympia, WA. 98504-0100
We, the undersigned, are requesting an inquiry into the activities of the National Association for Aromatherapy (NAHA), a 501 (c) 3 nonprofit corporation, incorporated in the State of Colorado, EIN 84-1155313, Colorado ID# 19901097670. Since January 1, 2000, NAHA has maintained its corporate headquarters in Seattle, Washington, current mailing address 4509 Interlake Ave N., #233, Seattle, WA 98103-6773; telephone (206) 547-2164. This address is a private post office facility and the corporationís books and records are maintained at 1000 N Allen Pl, Seattle, WA 98103 and 4925 6th Avenue NW, Marysville, WA. Prior to 2000, the corporate headquarters were located at 836 Hanley Industrial Ct., St. Louis, MO 63144, the offices of Cherylís Herbs, a business owned by Cheryl Hoard. The current registered agent is Beck and Cassinis, P.C., 3025 S. Parker Rd., #200, Aurora, CO 80014.
We are requesting that the Colorado Attorney General place an injunction on further activities under section 7-134-301 of the Colorado Revised Nonprofit Corporation Act, and that depositions be ordered under the authority of section 7-127-103 (court ordered meeting) to determine if the nonprofit corporation is operating within the law and on behalf of its membership. We further request that that an investigation into the activities of NAHA is ordered under the Colorado Consumer Protection Act, Section 6-1-105 Deceptive Trade Practice. We believe there may be unlawful activity under the act of self-dealing as defined in section 4941 (d) of the Internal Revenue Code. With a copy to the IRS, we are formally requesting that they, too, begin an investigation and audit of the NAHA corporate financial activity.
We, the undersigned, feel strongly that administrative and fiduciary obligations to the organization and its members have not been diligently carried out by elected and/or appointed officers as specified in the corporationís bylaws and policies, and as set by precedence, or as referenced in section 7-128-301 in the Colorado Revised Nonprofit Corporation Act. We believe that the Board of Directors are and have been acting in detriment to the organization and its members. We believe this problem covers a time period of the past seven years, under the Presidents Cheryl Hoard (1997-1999) and Jade Shutes aka June Shutes (2000-2003).
Some, but not all, specific concerns that would support this complaint and request for action by both the State of Colorado and the Internal Revenue Service are:
(1) Requests to the corporate office and Presidents Cheryl Hoard and Jade Shutes, respectively, from members and potential members for voluntary audit, presentation of corporate plan, budget and year end reports as required in section 7-136-101 of the Colorado Revised Nonprofit Corporation Act have not been forthcoming. In fact, both Presidents have specifically denied member and director requests for financial information.
(2) Requests to the corporate office and Presidents Cheryl Hoard and Jade Shutes for lawful Minutes of meetings as required by section 7-136-101 of the Colorado Revised Nonprofit Corporation Act that outline and record the action on behalf of the nonprofit corporation and its assets have not been forthcoming.
(3) We believe that President Jade Shutes has used her position for personal gain and has received advertising for her business and other personal benefit from the nonprofit corporation not entitled under the bylaws of the nonprofit corporation, nor mandated by the Board of Directors or voting membership. We believe that Past President Cheryl Hoard has used her position for personal gain and has received advertising and/or other personal benefit from the nonprofit corporation not entitled under the bylaws of the nonprofit corporation nor mandated by the Board of Directors or voting membership. These acts violate not only Section 7-134-301 (d) of the Colorado Revised Nonprofit Corporation Act, but also are unlawful activity under the act of self-dealing as defined in section 4941 (d) of the Internal Revenue Code. With regard to Colorado Nonprofit Code Article 7-128-401, General Standards of Conduct for Directors and Officers: For the first time in its history, the volunteer President has received direct monetary compensation. The IRS form 990 returns for 2000 shows that Jade Shutes took $5,000 in direct compensation. In 2001, the IRS form 990 reflects that Jade Shutes took $3,250 in direct compensation. This reported compensation was financial activity that was not approved by the NAHA Board of Directors or voting membership.
(4) We are aware that equipment purchased by the corporation has been given to officers and/or volunteers and/or staff for personal property, again referencing section 7-128-401 of the Colorado Revised Nonprofit Corporation Act. These acts of gifting have not been reported on IRS Schedule A, supplementary information for 501 (c) 3 nonprofits required in 990 filings.
(5) There is evidence of favoritism and cronyism in that the respective Presidents allowed selected individuals participation as vendors in the organizationís trade shows and allowed advertising in the corporationís journal and website without paying the fee normally charged any other company, member or non-member. This free participation in the organizationís trade show and journal are a form of ďlending of money or other extension of creditĒ. We believe this, too, should be brought to the attention of the Internal Revenue Service, particularly, because it was not reported on filed Form 990. This leads the undersigned to the apprehension that information may have been falsified on Federal Tax Documents.
(6) There has been a call from members to require an outside agency to administer the organizationís election procedures so that accountability can be assured. This call has been refused, creating distrust. At the last election, the President ran unopposed, however ballots were sent to an outside party for tabulation and a report to that effect was published.
(7) Officers of the corporation have taken discriminatory and punitive measures against volunteers and members without the fair process referenced in Colorado Revised Nonprofit Corporation Act, Section 7-126-302. In some cases, slanderous and/or libelous statements made by the corporationís officers to the public have damaged the professional reputations of these members.
(8) New bylaws have been instituted, not using a lawful bylaws procedure for their adoption, nor as referenced in sections 7-130-201, 202, 203 of the Colorado Revised Nonprofit Act, nor Robertís Rules. These new bylaws have limited the authority of a broad-based governance previously in place and as envisioned by the 501 (c) 3 incorporators. An active bylaws committee was disbanded after Jade Shutes took office as President. Since these new bylaws have been put in place, the President has assumed all control and decision-making authority on behalf of the corporation, while presenting the appearance of having an active Board of Directors helping to make decisions.
(9) Members have not received the benefits promised by the nonprofit corporation for their membership dues. These benefits include a quarterly journal, annual copies of the NAHA Directory, and in some cases, certificates of membership and professional listings in the aforementioned Directory.
We respectfully request that the State of Colorado note the multiple instances of unlawful and unethical activity being conducted by the NAHA officers and ask that necessary and appropriate action be taken to stop this from occurring. We believe the State is in the best position to address our concerns and are assured that our collective concerns, by Judicial Dissolution, will best serve the nonprofit. We reference authority of the Attorney General under Section 7-134-301, item (1-b) to dissolve the organization because of a continued pattern of abuse. We feel strongly that continued abuses of authority, deadlocked management and illegal, oppressive or fraudulent acts as defined in subsections 2-a, b and c exist and are so egregious that only the Attorney Generalís and IRS action are appropriate. We believe that instances are too numerous and too complicated to be addressed by a director or member under Section 7-134-301 (2). We respectfully request that the Internal Revenue Service note the recurring instances of possible falsification of information on tax documents, as well as acts of self-dealing as defined in section 4941 (d) of the Internal Revenue Code. We ask that necessary and appropriate action be taken to substantiate our claims and stop this from occurring. We request that the organization be required to open all books and records, including Minutes and all financial records to an IRS investigation.
An ad hoc committee of concerned volunteers and former volunteers has established a web site at www.nahaexposed.org for the purpose of gathering and disseminating supporting affidavits, documentation and information relative to this petition.
Thank you for your time and attention to this matter.
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The NAHA Investigation Petition to State of Colorado, IRS, State of Washington was created by Members and Former Members of NAHA and written by Marcia Elston. This petition is hosted here at www.PetitionOnline.com as a public service. There is no endorsement of this petition, express or implied, by Artifice, Inc. or our sponsors. For technical support please use our simple Petition Help form.
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