By THOMAS P. CALDWELL, LACONIA DAILY SUN
CENTER HARBOR — With the future of the Center Harbor Food Pantry at stake, a Carroll County Superior Court judge has ordered mediation to resolve questions about who legally oversees the operation.
Two groups of individuals are claiming to be legally elected directors of the food pantry, and have filed conflicting documents with the Secretary of State’s Office. A prospective buyer of the church that houses the food pantry has attempted to remove the equipment, and the NH Food Bank is considering suspending the food pantry’s membership status because of the uncertainties.
In a decision on Tuesday that just became available Thursday, Judicial Officer Tina Nadeau has ordered the parties to “engage in good faith mediation within the next month” to settle the issues.
Attorney General Gordon MacDonald asked the court to order a judgment of breach of trust against one set of purported directors and to remove them as directors; to appoint new directors or adopt a process to select new directors; and to order preliminary injunctive relief to preserve the food pantry’s business and assets.
The complicated case involves Robert P. Farah, Gordon M. Swan, and Pamela Vaughn on one side and Roger Woodman, Edward Andrews, Gail Hewitt, Kathleen Faro, and Melissa Fazzina on the other.
The food pantry originally operated as a ministry of the Center Harbor Christian Church, of which Farah served as pastor until October 2016, when he moved to Virginia. Prior to his departure, he changed the status of the organization from a charitable trust to a corporation, but did not inform the Charitable Trusts Unit of the Attorney General’s Office. The food pantry also had not filed the required annual reports for 2015 and 2016, according to the AG.
Also prior to his departure, Farah purportedly appointed Woodman, Andrews, Donna Swain, and Vaughn as directors of the food pantry, giving check-signing authority to Andrews. There was conflicting information on whether Farah resigned as a director at that meeting.
The new directors operated the food pantry from October 2016 to March 5, 2017, when Vaughn purportedly resigned and the board appointed Faro and Fazzina to replace her and Donna Swain. They have continued the day-to-day operation of the food pantry.
The AG noted that there may be liens on the church property due to the bankruptcy proceedings for Financial Resources Mortgage, Inc., in which Farah’s family had central roles. The church has not held services since Farah’s retirement, and the food pantry’s rent payment has covered the remaining mortgage on the property.
Agape Ministries of Ossipee has expressed an interest in purchasing the property and, in July, attempted to remove items from the food pantry until a Moultonborough police officer intervened.
Meanwhile, the food pantry filed an amended board of directors document with the Secretary of State on March 20, listing Woodman, Andrews, Hewitt, Faro, and Fazzina as directors. Another amendment was filed on May 18, listing Farah, Swan, and Vaughn as officers and directors. Four days later, the first group filed another amendment and the second group responded with a new filing on May 31.
The director and assistant director of Charitable Trusts met separately with the parties on July 19 and Aug. 1 to clarify who was in charge. The director noted that the failure of a charitable organization to file annual reports for two consecutive years constitutes a breach of trust and, since Farah, Swan, and Vaughn were in charge at that time, they are in breach of trust, which could justify their removal as directors.
MacDonald noted that “The assets of CHFP are held as a charitable trust and must be governed by a board of directors capable of carrying out its mission,” and that “Directors of charitable organizations ‘shall serve on the governing boards ... only for charitable purposes of the organization. If such directors ... are serving for any other express or intended reasons, they shall not serve on the governing board of the organization.’”
He also noted that at least five members are required, but Farah, Swan, and Vaughn comprise only three.
Nadeau’s order calls for each side’s attorney to recommend two mediators, with the parties selecting an acceptable mediator to handle the dispute and seek a resolution.
