Justice Carolyn Demarest
Melucci brought an individual and derivative action against the board of directors of non-profit Society of Professional Investigators (SPI). Defendants moved for dismissal based on documentary evidence and lack of standing. Melucci claimed defendants improperly removed him from the board, and subsequently expelled him from SPI after he spoke out on missing funds from SPI’s accounts. The court found Melucci was properly noticed of meetings on his dismissal. It also noted as he alleged he was aggrieved personally by the disciplinary action “as retribution for his efforts to obtain a further audit” by an outside agency, the claim would be precluded by the Federal Volunteer Protection Act. Yet, as the claim ran to the benefit of SPI, and not Melucci personally, it did not fall within the protections afforded under the act. The court found the documentary evidence established defendants’ good faith performance of their duties regarding the audit, and the decision not to obtain an independent audit was within their exercise of business judgment. Also, as Melucci did not resign when given the chance, his expulsion was effective Oct. 18, 2011, and he lacked standing to maintain the derivative action. Thus, the complaint was dismissed.
