Preview
FILED: NEW YORK COUNTY CLERK 10/27/2023 09:55 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 97 RECEIVED NYSCEF: 10/27/2023
EXHIBIT 18
FILED: NEW YORK COUNTY CLERK 10/27/2023 09:55 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 97 RECEIVED NYSCEF: 10/27/2023
Subject: Re: Notice of annual board of directors meeting for Rentability,
Inc.
Date: Thursday, August 31, 2023 at 4:18:09 PM Eastern Daylight Time
From: Jordan Bardach
To: Jennifer Milosavljevic
CC: Anna Martynova
Priority: High
Attachments: image001.png, image001.png
Anna and Jennifer,
To follow up on my prior email, and to make clear my objection to the improper notice and
proposed purported board meeting, please be advised that I object to the “Notice of annual
board meeting for Rentability Inc.” (the “Notice”) and do not waive the requirements of proper
notice of any meeting that is properly called pursuant to the By-Laws of Rentability, Inc. or
other applicable laws. The deficiencies of the Notice include, among other things, the
proposed meeting is not a regular meeting of the Board of Directors for which the time and
place have been fixed by the majority vote of the Board of Directors at a duly called meeting
for which a quorum is present, nor is it an annual meeting approved by the Board, as required
by the By-Laws and applicable law. Furthermore, and in any event, the purported Notice has
not been delivered with sufficient advance notice.
I again remind you that Jennifer resigned from the Board of Directors over a year ago and she
has had no involvement in Rentability since her resignation and cannot now fraudulently
deem herself a member of the Board for the purpose of calling a meeting of the Board and
voting as a Board member in such meeting. Furthermore, I've observed that Jennifer
included the title of “Treasurer” in her email signature below, even though she had never
actually held that position.
Finally, please be advised that in the event the proposed meeting is held, and any actions are
taken on behalf of Rentability on the basis of this clearly improper and potentially fraudulent
“board meeting,” they will be invalid actions of Rentability of no force or effect. I will also be
forced to take legal action and, if appropriate or required, contact The Office of the New York
State Attorney General in its capacity as regulator of nonprofit organizations in New York.
Jordan
Rentability
16 Madison Square West, 10th Floor
New York, NY 10010
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FILED: NEW YORK COUNTY CLERK 10/27/2023 09:55 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 97 RECEIVED NYSCEF: 10/27/2023
P. 212.571.3500
Rentability.nyc
From: Jennifer Milosavljevic
Date: Wednesday, August 30, 2023 at 11:45 PM
To: Jordan Bardach
Cc: Anna Martynova
Subject: Re: Notice of annual board of directors meeting for Rentability, Inc.
Dear Jordan,
I am writing to firmly reject the allegations and assertions you have made regarding my supposed
resignation from my position as a director at Rentability.
Contrary to your claims, I have not formally submitted a resignation. In the email communication I sent
in August 2022, I merely expressed the need for my position to be considered for replacement due to
changing employment circumstances. It should not, and cannot, under any circumstances, be
construed as a resignation notice. It did not contain any language that I had resigned.
As you acknowledged in your email, and in line with Article III (3)(b) of our corporate bylaws, a
director's resignation necessitates a written notice to the Board of Directors or an officer of the
Corporation, and I have not provided such resignation notice.
Furthermore, as outlined in Article III (2) of the bylaws, officers, including myself, are obligated to
retain their positions until the Annual Meeting of the Board of Directors or until a duly elected and
qualified successor is ready to assume the role. Relevant section cited below:
"The first Board of Directors shall consist of those persons elected by the
Incorporators or named as the initial Board of Directors in the Certificate of
Incorporation of the Corporation, and they shall hold office until the first Annual
Meeting, and until their successors have been duly elected and qualified. Thereafter,
at each Annual Meeting, the directors shall elect new directors to hold office until
the next Annual Meeting." (Article III (2) Rentability bylaws).
I appreciate your prompt attention to this matter.
Sincerely,
Jennifer Milosavljevic
Vice President and Treasurer
On Wed, Aug 30, 2023 at 4:33 PM Jordan Bardach wrote:
Anna and Jennifer,
As you are both aware Jennifer resigned in writing on August 21, 2022 which was effective
immediately pursuant to article 3(b), “A director may resign at any time by giving written
notice to the Board of Directors or to an officer of the Corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof by the Board of
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FILED: NEW YORK COUNTY CLERK 10/27/2023 09:55 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 97 RECEIVED NYSCEF: 10/27/2023
Directors or such officer. Acceptance of such resignation shall not be necessary to make it
effective.”
In addition, this was confirmed many times by you, Anna, in many emails and documents.
Therefore, the notice, an attempt to call a meeting is defective for among other reasons,
Jennifer is no longer a board member. To the extent any meeting is held it will not be
proper or effective.
This appears to be an attempt to perpetrate a fraud on Rentability. Please govern your
conduct accordingly.
Jordan
Rentability
16 Madison Square West, 10th Floor
New York, NY 10010
P. 212.571.3500
Rentability.nyc
From: Anna Martynova
Date: Wednesday, August 30, 2023 at 1:41 PM
To: Jennifer Milosavljevic , Jordan Bardach
, Anna Martynova
Subject: Notice of annual board of directors meeting for Rentability, Inc.
Dear Rentability, Inc. Board Members,
Please be advised that a meeting of the Board of Directors of Rentability, Inc. will be held
on Friday, September 1, 2023, at 12 p.m. via Zoom. All Board members will be sent a
calendar invitation with the dial-in details and a link for the Zoom call on Thursday.
Please find the dial-in details and the link for the Zoom meeting below:
• Join Zoom Meeting
o https://us06web.zoom.us/j/82487437295?
pwd=dVV0bVF0VEtFQ1dvaUg2aWE0K0luUT09
o Meeting ID: 824 8743 7295
o Passcode: 758666
• To Dial In
o +1 929 436 2866 US (New York)
o Meeting ID: 824 8743 7295
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FILED: NEW YORK COUNTY CLERK 10/27/2023 09:55 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 97 RECEIVED NYSCEF: 10/27/2023
o Passcode: 758666
o Find your local number: https://us06web.zoom.us/u/ketkAF533J
This meeting Notice is given pursuant to the Rentability, Inc. By-laws and this meeting is
called pursuant to Article III of the By-laws.
A copy of the signed Notice is attached to this email.
Sincerely,
Anna Martynova
4 of 4
Preview
FILED: NEW YORK COUNTY CLERK 10/27/2023 09:55 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 97 RECEIVED NYSCEF: 10/27/2023 EXHIBIT 18 FILED: NEW YORK COUNTY CLERK 10/27/2023 09:55 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 97 RECEIVED NYSCEF: 10/27/2023 Subject: Re: Notice of annual board of directors meeting for Rentability, Inc. Date: Thursday, August 31, 2023 at 4:18:09 PM Eastern Daylight Time From: Jordan Bardach To: Jennifer Milosavljevic CC: Anna Martynova Priority: High Attachments: image001.png, image001.png Anna and Jennifer, To follow up on my prior email, and to make clear my objection to the improper notice and proposed purported board meeting, please be advised that I object to the “Notice of annual board meeting for Rentability Inc.” (the “Notice”) and do not waive the requirements of proper notice of any meeting that is properly called pursuant to the By-Laws of Rentability, Inc. or other applicable laws. The deficiencies of the Notice include, among other things, the proposed meeting is not a regular meeting of the Board of Directors for which the time and place have been fixed by the majority vote of the Board of Directors at a duly called meeting for which a quorum is present, nor is it an annual meeting approved by the Board, as required by the By-Laws and applicable law. Furthermore, and in any event, the purported Notice has not been delivered with sufficient advance notice. I again remind you that Jennifer resigned from the Board of Directors over a year ago and she has had no involvement in Rentability since her resignation and cannot now fraudulently deem herself a member of the Board for the purpose of calling a meeting of the Board and voting as a Board member in such meeting. Furthermore, I've observed that Jennifer included the title of “Treasurer” in her email signature below, even though she had never actually held that position. Finally, please be advised that in the event the proposed meeting is held, and any actions are taken on behalf of Rentability on the basis of this clearly improper and potentially fraudulent “board meeting,” they will be invalid actions of Rentability of no force or effect. I will also be forced to take legal action and, if appropriate or required, contact The Office of the New York State Attorney General in its capacity as regulator of nonprofit organizations in New York. Jordan Rentability 16 Madison Square West, 10th Floor New York, NY 10010 1 of 4 FILED: NEW YORK COUNTY CLERK 10/27/2023 09:55 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 97 RECEIVED NYSCEF: 10/27/2023 P. 212.571.3500 Rentability.nyc From: Jennifer Milosavljevic Date: Wednesday, August 30, 2023 at 11:45 PM To: Jordan Bardach Cc: Anna Martynova Subject: Re: Notice of annual board of directors meeting for Rentability, Inc. Dear Jordan, I am writing to firmly reject the allegations and assertions you have made regarding my supposed resignation from my position as a director at Rentability. Contrary to your claims, I have not formally submitted a resignation. In the email communication I sent in August 2022, I merely expressed the need for my position to be considered for replacement due to changing employment circumstances. It should not, and cannot, under any circumstances, be construed as a resignation notice. It did not contain any language that I had resigned. As you acknowledged in your email, and in line with Article III (3)(b) of our corporate bylaws, a director's resignation necessitates a written notice to the Board of Directors or an officer of the Corporation, and I have not provided such resignation notice. Furthermore, as outlined in Article III (2) of the bylaws, officers, including myself, are obligated to retain their positions until the Annual Meeting of the Board of Directors or until a duly elected and qualified successor is ready to assume the role. Relevant section cited below: "The first Board of Directors shall consist of those persons elected by the Incorporators or named as the initial Board of Directors in the Certificate of Incorporation of the Corporation, and they shall hold office until the first Annual Meeting, and until their successors have been duly elected and qualified. Thereafter, at each Annual Meeting, the directors shall elect new directors to hold office until the next Annual Meeting." (Article III (2) Rentability bylaws). I appreciate your prompt attention to this matter. Sincerely, Jennifer Milosavljevic Vice President and Treasurer On Wed, Aug 30, 2023 at 4:33 PM Jordan Bardach wrote: Anna and Jennifer, As you are both aware Jennifer resigned in writing on August 21, 2022 which was effective immediately pursuant to article 3(b), “A director may resign at any time by giving written notice to the Board of Directors or to an officer of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of 2 of 4 FILED: NEW YORK COUNTY CLERK 10/27/2023 09:55 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 97 RECEIVED NYSCEF: 10/27/2023 Directors or such officer. Acceptance of such resignation shall not be necessary to make it effective.” In addition, this was confirmed many times by you, Anna, in many emails and documents. Therefore, the notice, an attempt to call a meeting is defective for among other reasons, Jennifer is no longer a board member. To the extent any meeting is held it will not be proper or effective. This appears to be an attempt to perpetrate a fraud on Rentability. Please govern your conduct accordingly. Jordan Rentability 16 Madison Square West, 10th Floor New York, NY 10010 P. 212.571.3500 Rentability.nyc From: Anna Martynova Date: Wednesday, August 30, 2023 at 1:41 PM To: Jennifer Milosavljevic , Jordan Bardach , Anna Martynova Subject: Notice of annual board of directors meeting for Rentability, Inc. Dear Rentability, Inc. Board Members, Please be advised that a meeting of the Board of Directors of Rentability, Inc. will be held on Friday, September 1, 2023, at 12 p.m. via Zoom. All Board members will be sent a calendar invitation with the dial-in details and a link for the Zoom call on Thursday. Please find the dial-in details and the link for the Zoom meeting below: • Join Zoom Meeting o https://us06web.zoom.us/j/82487437295? pwd=dVV0bVF0VEtFQ1dvaUg2aWE0K0luUT09 o Meeting ID: 824 8743 7295 o Passcode: 758666 • To Dial In o +1 929 436 2866 US (New York) o Meeting ID: 824 8743 7295 3 of 4 FILED: NEW YORK COUNTY CLERK 10/27/2023 09:55 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 97 RECEIVED NYSCEF: 10/27/2023 o Passcode: 758666 o Find your local number: https://us06web.zoom.us/u/ketkAF533J This meeting Notice is given pursuant to the Rentability, Inc. By-laws and this meeting is called pursuant to Article III of the By-laws. A copy of the signed Notice is attached to this email. Sincerely, Anna Martynova 4 of 4