The opinion
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
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.
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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),
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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 ).
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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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NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 08/06/2025
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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