NY Court Orders Dissolution of East Hampton Village Ambulance Association, Inc.

The Suffolk County Supreme Court has granted the request of the board of directors of a New York ambulance corporation to dissolve the organization, over the objection of members who sought to keep it going. Mary Ellen McGuire, Mary Mott, Laura Van Binsbirgen, and Suzanne Dayton filed suit naming the East Hampton Village Ambulance Association, Inc., the New York Attorney General, and the Village of East Hampton.

The facts are rather complicated. Dissenting members sought to remove the board, raising questions about who was legally the association’s leadership. Supreme Court explained the facts as follows:

• Sometime in 2023, the Village of East Hampton formed a new Emergency Medical Services Department (EMS Department) and decided to hire full time ambulance workers, including the Petitioners.
• Dissention arose among the volunteer members of the Corporation who subsequently held a meeting on May 15, 2023 that was allegedly not noticed in accordance with the Not-For-Profit Corporation Law § 605 or the bylaws of the Corporation.
• At that meeting, the members admitted former members back into the Corporation and removed the executive officers of the Corporation, who are also the Petitioners in this proceeding.
• The members subsequently elected former members to the Board of Directors and reorganized the corporate structure.
• The members of the Corporation also started a go fund me page to raise funds to retain a lawyer.
• These acts have divided the membership to the point of confusing the public.
• The record reveals that the Corporation was formed for the sole purpose of supporting the Village’s ambulance service and its volunteer members by recruiting and training new members.
• As a result of the actions taken by the members of the Corporation to raise money to retain a lawyer, the Village of East Hampton will not permit the Corporation to serve its volunteer ambulance workers, thus making it impossible for the Corporation to fulfill its purposes.
• The Village no longer desires the Corporation’s services NY Not-For-Profit Corporation Law $ 1102 provides for the dissolution of a nonprofit corporation.
• The Petitioners have satisfied one or more of the elements, mainly that the Corporation is no longer able to carry out its purposes, that there was dissension among the members, and that the dissolution would be beneficial to the membership.
• The Court finds that the members failed to follow the procedure set forth in the By-Laws, Article VII, as stated above, for the removal of officers….
• Therefore, the removal of the Petitioners in their absence by a vote of no confidence in May 2023 was without authority.
• Accordingly, it is
• ORDERED that the Petitioners’ motion for dissolution of the East Hampton Village Ambulance Association, Inc. (Mot. Seq. 001) is granted; and it is further
• ORDERED that the actions taken by the members at the May 15,2024 meeting are null and void and are hereby set aside; and it is further
• ORDERED that the Petitioners are reinstated to the Board of Directors in order to oversee and facilitate a winding up of the Corporation’s affairs….

Here is a copy of the decision: