MOTION FOR LEAVE TO FILE AMENDED COMPLAINT

IN THE CIRCUIT COURT OF THE
20 TH JUDICIAL CIRCUIT, IN AND
FOR XXX COUNTY,XXX

Case No.: XXX

Complaint would not result in prejudice, would not result in an abuse of the right to amend, and
would not be futile.

Arguments

A. Prejudice
3. As demonstrated by the Second District in XXXX, there is no prejudice to the Defendants in this case that could rise to the level
required to prevent the Plaintiff from amending her pleading.
4. It is also notable that the amendments do not seek to materially alter the
allegations in the case. The Defendants will therefore not be prejudiced by the amendment.
B. Abuse of privilege to amend
5. Florida courts may deny the party the right to amend in the case of numerous
amendments to the complaint regarding the same cause of action. See Feigin v. Hospital Staffing
Services, Inc., XXXX) (affirming the trial court’s decision to deny
amendment for the seventh time). However, the Plaintiff has not even come close to abusing its
rights to amend. At most, the instant motion is only the Plaintiff’s first attempt to amend her
pleadings. Thus, under Florida law, the Plaintiff’s right to amend should not be denied. As stated
by the court in XXXX: “While there is
no magical number of amendments that are allow XXX wed, we have previously observed that with
amendments beyond the third attempt, dismissal with prejudice is generally not an abuse of
discretion.” See also XXXX (affirming the
trial court’s decision to deny amendment after five failed attempts to plead a cause of action
failed).
6. Because, at best, this is only the Plaintiff’s first attempt to amend her pleading,
preventing the Plaintiff from amending the complaint would be an abuse of discretion.
C. Futility of Amendment
7. In this case, the Plaintiff’s proposed amendment clearly is not futile. As stated by
the Third District in XXX, “the trial
court’s denial of the motions for rehearing and to amend may be sustained only if the tendered
amended complaint showed on its face that the action could not be maintained . . . .” See also
XXX).
8. Furthermore, there are very few, if any, cases where a XXX court has denied an

amendment based on futility. As stated in the annotations to XXX Civil Procedure, XXX:
Despite the reference to futility as a factor that would support the denial of
leave it is difficult to find an example of such denial under the case law. . . .
Part of the reason for the paucity of cases on this issue may reflect a practice in
the courts, where futility is the sole response to a motion for leave to amend, to
permit the amendment first, and then address the legal sufficiency of the
amended pleading on a motion to dismiss or for judgment on the pleadings.
9. Therefore, the amendment should not be denied.
Conclusion

10. “Florida courts have long followed the policy of allowing litigants to amend
pleadings freely in order that causes may be tried on their merits.XXX. As such, the Plaintiff should be permitted to amend her
complaint because the amendment would not result in prejudice, would not result in an abuse of
the right to amend, and would not be futile.

DATED: _______________

___________________________
XXX

CERTIFICATE OF MAILING

I, [ENTER NAME], certified on this day of .XXX, I
deposited a true copy of the above to the Defendant by placing the document with prepaid
postage in the United States mailbox address to each person.

XXX
Attorneys for DEFENDANTS

___________________________
XXX

EXHIBIT 1

FIRST AMENDED COMPLAINT

COMPLAINT
Plaintiff, XXX,
hereinafter known as XXX, sues the Defendants, XXX, and XXX,
individuals, hereinafter known as XXX and XXX, and
XXX and alleges the following:

COUNT I

BREACH OF FIDUCIARY DUTY – VLAD

1. This is an action for relief and damages that exceeds $15,000.00, and for injunctive relief.
2. The Plaintiff is an individual who at all times material hereto has resided in Sarasota County,
Florida.
3. The Defendant, VLAD is a resident of Broward County, XXX, is the Chairman of the
Board of Veterans For America First Inc., (hereinafter known as VFAF), which is a
Delaware corporation qualified to do business in XXX and has at all times material hereto,
been conducting the nexus of its business from within the State of XXX and has its
principal place of business within the State of XXX, and he is sui juris.
4. Defendant, VLAD, has a fiduciary duty under common law for 1. Duty of care; 2. Duty of
loyalty; 3. Duty of obedience.
XXX,
Plaintiff

v.
XXXX

Defendants

____________________________________/

IN THE CIRCUIT COURT OF THE
20 TH JUDICIAL CIRCUIT, IN AND
FOR XXX COUNTY, XXX

Case No.: XXXX

5. Defendant, VLAD, has a fiduciary duty under FL Stat. 617.0830 General Standards for
Directors.
6. In accordance with the by-laws, as amended through duly authorized votes of the Board of
Directors of VFAF, VLAD has a fiduciary duty to conduct business and oversee business of
VFAF as directed by the Board of Directors, and the bylaws and the amendments.
7. In accordance with the by-laws and amendments, VLAD has a fiduciary duty to ensure that
no expense reimbursement funds are to be paid from or withdrawn from the corporate bank
account(s) without following the specified steps and procedures outlined in the meeting
minutes, and adopted by the Board of Directors dated XXX section m (a-i) and
therefore violated his fiduciary duties to XXX by blatantly refusing to follow corporate
guidelines.
8. The Defendant, VLAD, has failed to fulfill his fiduciary duty to XXX by failing to
protect the corporation’s charitable assets.
9. The Defendant, VLAD, has failed to fulfill his fiduciary duty to XXX by failing to
follow accounting practices setup under the bylaws and amendments thereto.
10. The Defendant, VLAD, has breached his duty as a Board member by failing to take steps as
an officer (formerly President) and as a Director (Chairman) to ensure the following:
a. Ensuring the corporate nonprofit operated in compliance with its mission;
b. Ensuring corporate charitable assets were not misappropriated;
c. Ensuring corporation followed standard accounting practices;
d. Ensuring all Board members were noticed for all board meetings;
e. Ensuring the corporation timely filed all required state and federal reports, annual
filings, solicitation filings and the like;
f. Ensuring the corporation requested, obtained and fulfilled all solicitation
requirements for every state that any follower, contributor, donor or member was
associated with as required by certain state charitable solicitation guidelines;
g. Ensuring that every advertisement whether electronic, paper, or verbal contained
all necessary disclosures as required by certain state charitable solicitation
guidelines;
h. Ensuring that former members were paid all monies due to them;
i. Ensuring that charitable funds were not misappropriated.

11. XXX has suffered harm to her professional and personal reputation based upon these
failures.
12. VLAD was made aware of these requirements and guidelines and blatant failures and has
failed to enact safeguards to protect the corporation and the general public from future harm.

WHEREFORE, the Plaintiff, XXX requires judgment against the Defendant,
XXX, for breach of his fiduciary duty and asks for the following:

A. Determine the amount of damages suffered by XXX due to VLADs breach of duty; and
B. Enter judgment in favor of XXX and against VLAD; and
C. Require the corporation to submit all of its books, financial accounts, endorsements,
activities and the like for review by Plaintiff and another third party to aid in establishing
corrective measures to protect the corporation and the general public from future/potential
failures by the board or officers.
D. Require Defendant VLAD to attend general business education classes and submit proof of
completion.
E. Require Defendant VLAD to attend nonprofit/charity education classes and submit proof of
completion.
F. Require Defendant VLAD to issue a public apology on all personal, public and private social
media accounts and those of the corporation for his failures to protect the corporation and the
general public.
G. Issue a Preliminary and a Permanent Injunction in favor of Plaintiff, during the course of
trial, and after the trial, ordering VLAD to resign from any and all Board positions that he
currently holds and enjoin him from holding any board positions in the future in any non-
profit organization.
H. Award reasonable fees and costs in favor of XXX and against VLAD;
I. Award Punitive damages; and
J. Grant any other relief deemed just and proper.

COUNT II

BREACH OF FIDUCIARY DUTY – XXX

13. This is an action for relief and damages that exceeds $15,000.00, and for injunctive relief.
14. The Plaintiff is an individual who at all times material hereto has resided in XXX County,
Florida.
15. The Defendant, XXX is a resident of Broward County, XXX, is a Director, and last
known as the Secretary of the Board of Veterans For America First Inc., (hereinafter known
as VFAF), which is a Delaware corporation qualified to do business in XXX and has at all
times material hereto, been conducting the nexus of its business from within the State of
Florida and has its principal place of business within the State of XXX, and she is sui juris.
16. Defendant, XXXX, has a fiduciary duty under common law for 1. Duty of care; 2. Duty
of loyalty; 3. Duty of obedience.
17. Defendant, XXX, has a fiduciary duty under FL Stat. 617.0830 General Standards for
Directors.
18. In accordance with the by-laws, as amended through duly authorized votes of the Board of
Directors of XXX has a fiduciary duty to conduct business and oversee business
of VFAF as directed by the Board of Directors, and the bylaws and the amendments.
19. In accordance with the by-laws and amendments X XX has a fiduciary duty to ensure
that no expense reimbursement funds are to be paid from or withdrawn from the corporate
bank account(s) without following the specified steps and procedures outlined in the meeting
minutes, and adopted by the Board of Directors dated XXX, section m (a-i) ) and
therefore violated her fiduciary duties to MURPHY by blatantly refusing to follow corporate
guidelines.
20. The Defendant, XXX, has failed to fulfill her fiduciary duty to XXX by failing to
protect the corporation’s charitable assets.
21. The Defendant, XXX, has failed to fulfill her fiduciary duty to XXX by failing to
follow accounting practices setup under the bylaws and amendments thereto.
22. The Defendant, XXXX, has breached her duty as a Board member by failing to take steps
as a Director (Secretary) to ensure the following:
a. Ensuring the corporate nonprofit operated in compliance with its mission;
b. Ensuring corporate charitable assets were not misappropriated;
c. Ensuring corporation following standard accounting practices;

d. Ensuring all Board members were noticed for all board meetings;
e. Ensuring the corporation timely filed all required state and federal reports, annual
filings, solicitation filings and the like;
f. Ensuring the corporation requested, obtained and fulfilled all solicitation
requirements for every state that any follower, contributor, donor or member was
associated with as required by certain state charitable solicitation guidelines;
g. Ensuring that every advertisement whether electronic, paper, or verbal contained
all necessary disclosures as required by certain state charitable solicitation
guidelines;
h. Ensuring that former members were paid all monies due to them;
i. Ensuring that charitable funds were not misappropriated;
j. Once she was informed of the alleged violations by VLAD she failed to protect
the corporation or conduct any form of an unbiased investigation into the
allegations and previously showed signs of enabling and assisting VLAD with
violating their fiduciary duties.

23. XXX has suffered harm to her professional and personal reputation based upon these
failures.
24. XXX was made aware of these requirements and guidelines and blatant failures and has
failed to enact safeguards to protect the corporation and the general public from future harm.

WHEREFORE, the Plaintiff, XXX requires judgment against the Defendant,
MELISSA LEMETS, for breach of his fiduciary duty and asks for the following:

E. Require Defendant XXX to attend nonprofit/charity education classes and submit proof
of completion.
F. Require Defendant XXX to issue a public apology on all personal, public and private
social media accounts and those of the corporation for his failures to protect the corporation
and the general public.
G. Issue a Preliminary and a Permanent Injunction in favor of Plaintiff, during the course of
trial, and after the trial, ordering XXX to resign from any and all Board positions that
she currently holds and enjoin her from holding any board positions in the future in any non-
profit organization.
H. Award reasonable fees and costs in favor of XXX and against XXX;
I. Award Punitive damages; and
J. Grant any other relief deemed just and proper.

COUNT III

BREACH OF FIDUCIARY DUTY – XXX

25. This is an action for relief and damages that exceeds $15,000.00, and for injunctive relief.
26. The Plaintiff is an individual who at all times material hereto has resided in XXX,

Florida.
27. The Defendant, XXX is a resident of the State of Virginia, and is a Director, of the
Board of Veterans For America First Inc., (hereinafter known as VFAF), which is a
Delaware corporation qualified to do business in XXX and has at all times material hereto,
been conducting the nexus of its business from within the State of XXX and has its
principal place of business within the State of Florida, and she is sui juris.
28. Defendant, XXX, has a fiduciary duty under common law for 1. Duty of care; 2. Duty of
loyalty; 3. Duty of obedience.
29. Defendant, XXX, has a fiduciary duty under FL Stat. 617.0830 General Standards for
Directors.
30. In accordance with the by-laws, as amended through duly authorized votes of the Board of
Directors of VFAF, XXX has a fiduciary duty to conduct business and oversee business
of VFAF as directed by the Board of Directors, and the bylaws and the amendments.

31. In accordance with the by-laws and amendments, XXX has a fiduciary duty to ensure
that no expense reimbursement funds are to be paid from or withdrawn from the corporate
bank account(s) without following the specified steps and procedures outlined in the meeting
minutes, and adopted by the Board of Directors dated XXX, section m (a-i) ) and
therefore violated his fiduciary duties to XXX by blatantly refusing to follow corporate
guidelines.
32. The Defendant, XXX, has failed to fulfill his fiduciary duty to MURPHY by failing to
protect the corporation’s charitable assets.
33. The Defendant, XXX, has failed to fulfill his fiduciary duty to MURPHY by failing to
follow accounting practices setup under the bylaws and amendments thereto.
34. The Defendant, XXX, has breached his duty as a Board member by failing to take steps
as a Director to ensure the following:
a. Ensuring the corporate nonprofit operated in compliance with its mission;
b. Ensuring corporate charitable assets were not misappropriated;
c. Ensuring corporation following standard accounting practices;
d. Ensuring all Board members were noticed for all board meetings;
e. Ensuring the corporation timely filed all required state and federal reports, annual filings,
solicitation filings and the like;
f. Ensuring the corporation requested, obtained and fulfilled all solicitation requirements
for every state that any follower, contributor, donor or member was associated with as
required by certain state charitable solicitation guidelines;
g. Ensuring that every advertisement whether electronic, paper, or verbal contained all
necessary disclosures as required by certain state charitable solicitation guidelines;
h. Ensuring that former members were paid all monies due to them;
i. Ensuring that charitable funds were not misappropriated;
j. Once he was informed of the alleged violations by VLAD he failed to protect the
corporation or conduct any form of a thorough and unbiased investigation into the
allegations and previously showed signs of enabling and assisting VLAD with violating
their fiduciary duties.
35. XXX has suffered harm to her professional and personal reputation based upon these
failures.

36. XXX was made aware of these requirements and guidelines and blatant failures and has
failed to enact safeguards to protect the corporation and the general public from future harm.

WHEREFORE, the Plaintiff, XXX requires judgment against the Defendant,
XXXX, for breach of his fiduciary duty and asks for the following:

A. Determine the amount of damages suffered by XXX due to XXX breach of duty;
and
B. Enter judgment in favor of XXX and against XXX; and
C. Require the corporation to submit all of its books, financial accounts, endorsements,
activities and the like for review by Plaintiff and another third party to aid in establishing
corrective measures to protect the corporation and the general public from future/potential
failures by the board or officers.
D. Require Defendant XXX to attend general business education classes and submit proof
of completion.
E. Require Defendant XXX to attend nonprofit/charity education classes and submit proof
of completion.
F. Require Defendant XXX to issue a public apology on all personal, public and private
social media accounts and those of the corporation for his failures to protect the corporation
and the general public.
G. Issue a Preliminary and a Permanent Injunction in favor of Plaintiff, during the course of
trial, and after the trial, ordering XXX to resign from any and all Board positions that he
currently holds and enjoin him from holding any board positions in the future in any non-
profit organization.
H. Award reasonable fees and costs in favor of XXX and against XXXX;
I. Award Punitive damages; and
J. Grant any other relief deemed just and proper.

COUNT IV

BREACH OF FIDUCIARY DUTY – KUBIC

37. This is an action for relief and damages that exceeds $15,000.00, and for injunctive relief.
38. The Plaintiff is an individual who at all times material hereto has resided in Sarasota County,
Florida.
39. The Defendant, KUBIC is a resident of the State of XXX, and is a Director, of the Board
of Veterans For America First Inc., (hereinafter known as VFAF), which is a Delaware
corporation qualified to do business in Florida and has at all times material hereto, been
conducting the nexus of its business from within the State of Florida and has its principal
place of business within the State of Florida, and she is sui juris.
40. Defendant, KUBIC, has a fiduciary duty under common law for 1. Duty of care; 2. Duty of
loyalty; 3. Duty of obedience.
41. Defendant, KUBIC, has a fiduciary duty under FL Stat. 617.0830 General Standards for
Directors.
42. In accordance with the by-laws, as amended through duly authorized votes of the Board of
Directors of VFAF, KUBIC has a fiduciary duty to conduct business and oversee business of
VFAF as directed by the Board of Directors, and the bylaws and the amendments.
43. In accordance with the by-laws and amendments, KUBIC has a fiduciary duty to ensure that
no expense reimbursement funds are to be paid from or withdrawn from the corporate bank
account(s) without following the specified steps and procedures outlined in the meeting
minutes, and adopted by the Board of Directors dated XXX, section m (a-i) ) and
therefore violated his fiduciary duties to XXX by blatantly refusing to follow corporate
guidelines.
44. The Defendant, KUBIC, has failed to fulfill his fiduciary duty to XXXX by failing to
protect the corporation’s charitable assets.
45. The Defendant, KUBIC, has failed to fulfill his fiduciary duty to MURPHY by failing to
follow accounting practices setup under the bylaws and amendments thereto.
46. The Defendant, KUBIC, has breached his duty as a Board member by failing to take steps as
a Director to ensure the following:
a. Ensuring the corporate nonprofit operated in compliance with its mission;
b. Ensuring corporate charitable assets were not misappropriated;
c. Ensuring corporation following standard accounting practices;
d. Ensuring all Board members were noticed for all board meetings;

e. Ensuring the corporation timely filed all required state and federal reports, annual filings,
solicitation filings and the like;
f. Ensuring the corporation requested, obtained and fulfilled all solicitation requirements
for every state that any follower, contributor, donor or member was associated with as
required by certain state charitable solicitation guidelines;
g. Ensuring that every advertisement whether electronic, paper, or verbal contained all
necessary disclosures as required by certain state charitable solicitation guidelines;
h. Ensuring that former members were paid all monies due to them;
i. Ensuring that charitable funds were not misappropriated;
j. Once he was informed of the alleged violations by VLAD he failed to protect the
corporation or conduct any form of a thorough and unbiased investigation into the
allegations and previously showed signs of enabling and assisting VLAD with violating
their fiduciary duties.
47. MURPHY has suffered harm to her professional and personal reputation based upon these
failures.
48. KUBIC was made aware of these requirements and guidelines and blatant failures and has
failed to enact safeguards to protect the corporation and the general public from future harm.

WHEREFORE, the Plaintiff, XXX requires judgment against the Defendant,
CHARLES KUBIC, for breach of his fiduciary duty and asks for the following:

A. Determine the amount of damages suffered by XXX due to KUBICs breach of duty;
and
B. Enter judgment in favor of XXX and against KUBIC; and
C. Require the corporation to submit all of its books, financial accounts, endorsements,
activities and the like for review by Plaintiff and another third party to aid in establishing
corrective measures to protect the corporation and the general public from future/potential
failures by the board or officers.
D. Require Defendant KUBIC to attend general business education classes and submit proof of
completion.
E. Require Defendant KUBIC to attend nonprofit/charity education classes and submit proof of
completion.

F. Require Defendant KUBIC to issue a public apology on all personal, public and private
social media accounts and those of the corporation for his failures to protect the corporation
and the general public.
G. Issue a Preliminary and a Permanent Injunction in favor of Plaintiff, during the course of
trial, and after the trial, ordering KUBIC to resign from any and all Board positions that he
currently holds and enjoin him from holding any board positions in the future in any non-
profit organization.
H. Award reasonable fees and costs in favor of MURPHY and against KUBIC;
I. Award Punitive damages; and
J. Grant any other relief deemed just and proper.

COUNT IV

BREACH OF FIDUCIARY DUTY – XXX 49. This is an action for relief and damages that exceeds $15,000.00, and for injunctive relief.

50. The Plaintiff is an individual who at all times material hereto has resided in Sarasota County,
Florida.
51. The Defendant, XXX is a resident of XXX County, CCC, and is a Director, of

the Board of Veterans For XXX First Inc., (hereinafter known as VFAF), which is a
Delaware corporation qualified to do business in Florida and has at all times material hereto,
been conducting the nexus of its business from within the State of XXX and has its
principal place of business within the State of Florida, and she is sui juris.
52. Defendant, XXX, has a fiduciary duty under common law for 1. Duty of care; 2. Duty of
loyalty; 3. Duty of obedience.
53. Defendant, XXX, has a fiduciary duty under FL Stat. 617.0830 General Standards for
Directors.
54. In accordance with the by-laws, as amended through duly authorized votes of the Board of
Directors of VFAF, XXX has a fiduciary duty to conduct business and oversee business
of VFAF as directed by the Board of Directors, and the bylaws and the amendments
55. In accordance with the by-laws and amendments, XXX has a fiduciary duty to ensure that
no expense reimbursement funds are to be paid from or withdrawn from the corporate bank
account(s) without following the specified steps and procedures outlined in the meeting

minutes, and adopted by the Board of Directors dated XXX, section m (a-i) ) and
therefore violated his fiduciary duties to XXXX by blatantly refusing to follow corporate
guidelines.
56. The Defendant, XXX, has failed to fulfill his fiduciary duty to XXX by failing to
protect the corporation’s charitable assets.
57. The Defendant, XXX, has failed to fulfill his fiduciary duty to XXX by failing to
follow accounting practices setup under the bylaws and amendments thereto.
58. The Defendant, XXX, has breached his duty as a Board member by failing to take steps
as an officer (Chief Financial Officer) and as a Director and Treasurer to ensure the
following:
a. Ensuring the corporate nonprofit operated in compliance with its mission;
b. Ensuring corporate charitable assets were not misappropriated;
c. Ensuring corporation following standard accounting practices;
d. Ensuring all Board members were noticed for all board meetings;
e. Ensuring the corporation timely filed all required state and federal reports, annual
filings, solicitation filings and the like;
f. Ensuring the corporation requested, obtained and fulfilled all solicitation
requirements for every state that any follower, contributor, donor or member was
associated with as required by certain state charitable solicitation guidelines;
g. Ensuring that every advertisement whether electronic, paper, or verbal contained all
necessary disclosures as required by certain state charitable solicitation guidelines;
h. Ensuring that former members were paid all monies due to them;
i. Ensuring that charitable funds were not misappropriated;
j. Once he was informed of the alleged violations by VLAD he failed to protect the
corporation or conduct any form of an unbiased investigation into the allegations and
previously showed signs of enabling and assisting VLAD with violating their
fiduciary duties.

59. XXX has suffered harm to her professional and personal reputation based upon these
failures.
60. XXX was made aware of these requirements and guidelines and blatant failures and has
failed to enact safeguards to protect the corporation and the general public from future harm.

WHEREFORE, the Plaintiff, XXXX requires judgment against the Defendant,
XXX, for breach of his fiduciary duty and asks for the following:
A. Determine the amount of damages suffered by XXX due to XXX breach of duty;
and
B. Enter judgment in favor of XXX and against XXX and
C. Require the corporation to submit all of its books, financial accounts, endorsements,
activities and the like for review by Plaintiff and another third party to aid in establishing
corrective measures to protect the corporation and the general public from future/potential
failures by the board or officers.
D. Require Defendant XXX to attend general business education classes and submit proof of
completion.
E. Require Defendant XXX to attend nonprofit/charity education classes and submit proof
of completion.
F. Require Defendant XXX to issue a public apology on all personal, public and private
social media accounts and those of the corporation for his failures to protect the corporation
and the general public.
G. Issue a Preliminary and a Permanent Injunction in favor of Plaintiff, during the course of
trial, and after the trial, ordering XXX to resign from any and all Board positions that he
currently holds and enjoin him from holding any board positions in the future in any non-
profit organization.
H. Award reasonable fees and costs in favor of XXX and against XXX;
I. Award Punitive damages; and
J. Grant any other relief deemed just and proper.

COUNT V

NEGLIGENCE – Against all Defendants

61. Defendants have a duty under common law for 1. Duty of care; 2. Duty of loyalty; 3. Duty of
obedience.
62. Defendants also have contractual duties to conduct business and oversee business of VFAF
as directed by the Board of Directors, and the bylaws and the amendments; and the duty to
ensure that no expense reimbursement funds are to be paid from or withdrawn from the
corporate bank account(s) without following the specified steps and procedures outlined in

the meeting minutes, and adopted by the Board of Directors dated XXX, section m
(a-i).
63. Defendants breached the said duties by: failing to protect the corporation’s charitable assets;
failing to follow accounting practices setup under the bylaws and amendments thereto; and
failing to take steps to ensure the following:
a. Ensuring the corporate nonprofit operated in compliance with its mission;
b. Ensuring corporate charitable assets were not misappropriated;
c. Ensuring corporation followed standard accounting practices;
d. Ensuring all Board members were noticed for all board meetings;
e. Ensuring the corporation timely filed all required state and federal reports, annual
filings, solicitation filings and the like;
f. Ensuring the corporation requested, obtained and fulfilled all solicitation
requirements for every state that any follower, contributor, donor or member was
associated with as required by certain state charitable solicitation guidelines;
g. Ensuring that every advertisement whether electronic, paper, or verbal contained
all necessary disclosures as required by certain state charitable solicitation
guidelines;
h. Ensuring that former members were paid all monies due to them;
i. Ensuring that charitable funds were not misappropriated.

64. Plaintiff has suffered harm to her professional and personal reputation based upon the
Defendants’ negligence.
65. Defendants were made aware of the requirements and guidelines and their blatant failures but
they failed to enact safeguards to protect the corporation and the general public from future
harm.
66. But for the Defendants’ negligence as stated herein, Plaintiff would not have suffered the
said injuries.

WHEREFORE, the Plaintiff, XXX requires judgment against the Defendants
negligence and asks for the following:
A. Determine the amount of damages suffered by XXX due to DEFENDANTS’
negligence; and

B. Enter judgment in favor of XXX and against DEFENDANTS; and
C. Require the corporation to submit all of its books, financial accounts, endorsements,
activities and the like for review by Plaintiff and another third party to aid in establishing
corrective measures to protect the corporation and the general public from future/potential
failures by the board or officers.
D. Require Defendants to attend general business education classes and submit proof of
completion.
E. Require Defendants to attend nonprofit/charity education classes and submit proof of
completion.
F. Require Defendants to issue a public apology on all personal, public and private social media
accounts and those of the corporation for his failures to protect the corporation and the
general public.
G. Issue a Preliminary and a Permanent Injunction in favor of Plaintiff, during the course of
trial, and after the trial, ordering the Defendants to resign from any and all Board positions
that they currently hold and enjoin them from holding any board positions in the future in
any non-profit organization.
H. Award reasonable fees and costs in favor of MURPHY and against Defendants;
I. Award Punitive damages; and
J. Grant any other relief deemed just and proper.
COUNT VI

PROFESIONAL NEGLIGENCE –ALL DEFENDANTS

67. Individuals serving at the Board of Veterans For America First Inc., are performing
professional services, and the law imposes upon such persons the duty to exercise a
reasonable degree of skill and care, as determined by the degree of skill and care ordinarily
employed by their respective professions under similar conditions and like surrounding
circumstances.
68. In the performance of their professional services, Defendants had a duty under common law
for 1. Duty of care; 2. Duty of loyalty; 3. Duty of obedience, and contractual duties to
conduct business and oversee business of VFAF as directed by the Board of Directors, and
the bylaws and the amendments; and the duty to ensure that no expense reimbursement funds
are to be paid from or withdrawn from the corporate bank account(s) without following the

specified steps and procedures outlined in the meeting minutes, and adopted by the Board of
Directors dated XXX section m (a-i).
69. Defendants breached the said duties by: failing to protect the corporation’s charitable assets;
failing to follow accounting practices setup under the bylaws and amendments thereto; and
failing to take steps to ensure the following:
a. Ensuring the corporate nonprofit operated in compliance with its mission;
b. Ensuring corporate charitable assets were not misappropriated;
c. Ensuring corporation followed standard accounting practices;
d. Ensuring all Board members were noticed for all board meetings;
e. Ensuring the corporation timely filed all required state and federal reports, annual
filings, solicitation filings and the like;
f. Ensuring the corporation requested, obtained and fulfilled all solicitation
requirements for every state that any follower, contributor, donor or member was
associated with as required by certain state charitable solicitation guidelines;
g. Ensuring that every advertisement whether electronic, paper, or verbal contained
all necessary disclosures as required by certain state charitable solicitation
guidelines;
h. Ensuring that former members were paid all monies due to them;
i. Ensuring that charitable funds were not misappropriated.

70. Plaintiff has suffered harm to her professional and personal reputation based upon the
Defendants’ negligence.
71. Defendants were made aware of the requirements and guidelines and their blatant failures but
they failed to enact safeguards to protect the corporation and the general public from future
harm.
72. But for the Defendants’ negligence as stated herein, Plaintiff would not have suffered the
said injuries.

WHEREFORE, the Plaintiff, XXX requires judgment against the Defendants
negligence and asks for the following:
A. Determine the amount of damages suffered by XXX due to Defendants’ negligence;
and

B. Enter judgment in favor of XXX and against Defendants; and
C. Require the corporation to submit all of its books, financial accounts, endorsements,
activities and the like for review by Plaintiff and another third party to aid in establishing
corrective measures to protect the corporation and the general public from future/potential
failures by the board or officers.
D. Require Defendants to attend general business education classes and submit proof of
completion.
E. Require Defendants to attend nonprofit/charity education classes and submit proof of
completion.
F. Require Defendants to issue a public apology on all personal, public and private social media
accounts and those of the corporation for his failures to protect the corporation and the
general public.
G. Issue a Preliminary and a Permanent Injunction in favor of Plaintiff, during the course of
trial, and after the trial, ordering the Defendants to resign from any and all Board positions
that they currently hold and enjoin them from holding any board positions in the future in
any non-profit organization.
H. Award reasonable fees and costs in favor of MURPHY and against Defendants;
I. Award Punitive damages; and
J. Grant any other relief deemed just and proper.
COUNT VII

FRAUDULENT CONCEALMENT – VLAD

73. VLAD concealed the material fact that there was misappropriation of VFAF’s funds and
assets.
74. As the Chairman of VFAF, VLAD was obligated to ensure that no expense reimbursement
funds are to be paid from or withdrawn from the corporate bank account(s) without
following the requisite steps. He was also obligated to follow the required accounting steps.
It follows; VLAD was obligated to keep Plaintiff informed on any goings-on at VFAF.
75. However, when the funds and assets were misused by the Defendants, VLAD failed to raise
an alarm accordingly.

76. VLAD intentionally concealed or suppressed the aforesaid fact with the intent to defraud the
Plaintiff; that is, VLAD concealed or suppressed the fact for the purpose of inducing the
plaintiff to act differently than she would have if she had known the fact.
77. Plaintiff was unaware of the fact and would have acted differently if she had known of the
concealed or suppressed fact.
78. As a result of the concealment, Plaintiff suffered harm to her professional and personal
reputation based upon the fraudulent concealment.

WHEREFORE, the Plaintiff, PATRICIA D. MURPHY requires judgment against the VLAD’s
action and/or inaction and asks for the following:
A. Determine the amount of damages suffered by MURPHY due to VLAD’s action and/or
inaction; and
B. Enter judgment in favor of MURPHY and against VLAD; and
C. Require the corporation to submit all of its books, financial accounts, endorsements,
activities and the like for review by Plaintiff and another third party to aid in establishing
corrective measures to protect the corporation and the general public from future/potential
failures by the board or officers.
D. Require VLAD to attend general business education classes and submit proof of completion.
E. Require VLAD to attend nonprofit/charity education classes and submit proof of completion.
F. Require VLAD to issue a public apology on all personal, public and private social media
accounts and those of the corporation for his failures to protect the corporation and the
general public.
G. Issue a Preliminary and a Permanent Injunction in favor of Plaintiff, during the course of
trial, and after the trial, ordering VLAD to resign from any and all Board positions that he
currently holds and enjoin him from holding any board positions in the future in any non-
profit organization.
H. Award reasonable fees and costs in favor of XXX and against VLAD;
I. Award Punitive damages; and
J. Grant any other relief deemed just and proper.

COUNT VIII

XXX RECKLESS CONDUCT– VLAD

79. As the Chairman of VFAF, VLAD was obligated to ensure that no expense reimbursement
funds are to be paid from or withdrawn from the corporate bank account(s) without
following the requisite steps. He was also obligated to follow the required accounting steps.
It follows; VLAD was obligated to keep Plaintiff informed on any goings-on at VFAF.
80. However, when the funds and assets were misused by the Defendants, VLAD failed to raise
an alarm accordingly.
81. In failing to protect the funds and assets of VFAF, VLAD willfully and intentionally
disregarded Plaintiff’s rights, causing an unreasonable risk.
82. Besides, VLAD was fully aware of the impact of the misuse of VFAF’s funds and assets to
Plaintiff. Thereby, the risk entailed a high degree of probability of causing substantial harm.

WHEREFORE, the Plaintiff, PATRICIA D. MURPHY requires judgment against the VLAD’s
action and/or inaction and asks for the following:
A. Determine the amount of damages suffered by MURPHY due to VLAD’s action and/or
inaction; and
B. Enter judgment in favor of MURPHY and against VLAD; and
C. Require the corporation to submit all of its books, financial accounts, endorsements,
activities and the like for review by Plaintiff and another third party to aid in establishing
corrective measures to protect the corporation and the general public from future/potential
failures by the board or officers.
D. Require VLAD to attend general business education classes and submit proof of completion.
E. Require VLAD to attend nonprofit/charity education classes and submit proof of completion.
F. Require VLAD to issue a public apology on all personal, public and private social media
accounts and those of the corporation for his failures to protect the corporation and the
general public.
G. Issue a Preliminary and a Permanent Injunction in favor of Plaintiff, during the course of
trial, and after the trial, ordering VLAD to resign from any and all Board positions that he
currently holds and enjoin him from holding any board positions in the future in any non-
profit organization.
H. Award reasonable fees and costs in favor of MURPHY and against VLAD;
I. Award Punitive damages; and

25
J. Grant any other relief deemed just and proper.

COUNT IX

CIVIL CONSPIRACY– ALL DEFENDANTS

83. Defendants, all members of the Board of Veterans For America First Inc. conspired to
misuse VFAF’s funds and assets.
84. In pursuance of the conspiracy, the Defendants failed to protect the corporation’s charitable
assets; failed to follow accounting practices setup under the bylaws and amendments thereto;
and failed to take steps to ensure the following:
a. Ensuring the corporate nonprofit operated in compliance with its mission;
b. Ensuring corporate charitable assets were not misappropriated;
c. Ensuring corporation followed standard accounting practices;
d. Ensuring all Board members were noticed for all board meetings;
e. Ensuring the corporation timely filed all required state and federal reports, annual
filings, solicitation filings and the like;
f. Ensuring the corporation requested, obtained and fulfilled all solicitation
requirements for every state that any follower, contributor, donor or member was
associated with as required by certain state charitable solicitation guidelines;
g. Ensuring that every advertisement whether electronic, paper, or verbal contained
all necessary disclosures as required by certain state charitable solicitation
guidelines;
h. Ensuring that former members were paid all monies due to them;
i. Ensuring that charitable funds were not misappropriated.

85. Plaintiff has suffered harm to her professional and personal reputation based upon the
Defendants’ conspiracy.

WHEREFORE, the Plaintiff, XXX requires judgment against the Defendants
negligence and asks for the following:
A. Determine the amount of damages suffered by XXX due to Defendants’ negligence;
and

COUNT X

ARGUMENTS/ALLEGATIONS IN SUPPORT OF THE PRAYER FOR THE ISSUANCE

OF PRELIMINARY AND PERMANENT INJUNCTION

86. Plaintiff makes the arguments herein pursuant to Fla. R. Civ. P. 1.610 et seq, in support of
her request for injunctive relief.
87. It is sufficiently clear upon the facts and the circumstances obtaining in the case, that
irreparable damage and injury would result to the prejudice of the plaintiffs due to the
continued participation of the Defendants in the Board of Veterans For America First Inc.
88. Plaintiff is willing and ready to post a bond executed to the Defendants, in an amount that
may be fixed by this Honorable Court, to the effect that Plaintiff will pay the Defendants all

damages which the latter may sustain by reason of the injunction, if subsequently, this
Honorable Court would finally decide that Plaintiff is not entitled thereto.

DEMAND FOR JURY TRIAL

Plaintiff hereby demands that all issues raised herein be tried by a jury.
DATED this _________, XXX.

By: _________________________
XXX

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