Legal Document: Jordan Bardach v. Anna Martynova, Jennifer Milosavljevic, Yoel Hershkowitch, Aron Wolocowitz, Rentability, Inc. (Nominal Respondent)

On September 18, 2023 a MEMORANDUM OF LAW IN OPPOSITION TO CROSS-MOTION AND IN FURTHER SUPPORT OF MOTION was filed involving a dispute between Jordan Bardach, and Anna Martynova, Aron Wolocowitz, Jennifer Milosavljevic, Rentability, Inc., Yoel Hershkowitch, for Commercial - Other - Commercial Division (N-PCL 618) in the District Court of New York County.

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SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
----------------------------------------------------------------------X
In the Matter of
JORDAN BARDACH, Index No.: 159110/2023
Petitioner,

-against-

ANNA MARTYNOVA,
JENNIFER MILOSAVLJEVIC,
YOEL HERSHKOWITCH,
ARON WOLOCOWITZ, and

Respondents,

RENTABILITY, INC.,

Nominal Respondent.
----------------------------------------------------------------------X

PETITIONER’S MEMORANDUM OF LAW
IN OPPOSITION TO RESPONDENTS’ CROSS_MOTION

LIBERMAN CANNA LLP
Brett G. Canna, Esq.
110 East 59th Street, FL 22
New York, NY 10022
Tel. (212) 390-8844
bcanna@libermancanna.com
Attorneys for Petitioner

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TABLE OF CONTENTS
Page

PRELIMINARY STATEMENT .....................................................................................................1

COUNTER STATEMENT OF FACTS ..........................................................................................3

ARGUMENT ...................................................................................................................................3

POINT I. THE SEPTEMBER 1 “ANNUAL MEETING” WAS IMPROPER ..................3

A. Respondents’ Assertion Of A Heightened Standard Of Review Is Not
Valid.............................................................................................................3

B. The Sham Meeting Was Not Properly Held Or Conducted ........................5

1. The Sham Meeting Was Not Properly Held ..............................5

2. Respondents Have Put Forth No Evidence that Milosavljevic
Did Not Resign ..........................................................................6

POINT II. THE SEPTEMBER 5 SPECIAL MEETING SHOULD
STAND……………………………………………………………………..…9

A. The Individual Respondents Cannot Bring Their Cross Claim As A Cross
Motion ..........................................................................................................9

B. Respondents Have Provided No Basis To Find The September 5 Special
Meeting Invalid ..........................................................................................10

C. Removal Of Martynova From The Board of Directors For Cause
Is Proper .....................................................................................................12

CONCLUSION ..............................................................................................................................14

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TABLE OF AUTHORITIES

CASES Page

Matter of Baba Makhan Shah Lobana Sikh Ctr., Inc. v. Singh,
115 A.D.3d 948 (2d Dept. 2014) ...................................................................................................10

Matter of Davidson v. James,
172 A.D.2d 323 (1st Dept. 1991)...................................................................................................13

In re Election of Officers and Directors of F.I.G.H.T., Inc.,
79 Misc. 2d 655 (Sup. Ct.1974) .......................................................................................................4

Matter of Espinal v. Sosa,
153 A.D.3d 819 (2d Dept. 2017) ...................................................................................................10

Gilheany v. Civ. Serv. Emp. Ass'n, Inc.,
59 A.D.2d 834 (3d Dept 1977) ........................................................................................................4

Application of Kaminsky,
251 A.D. 132 (4th Dept. 1937),
affd sub nom. In re Kaminsky, 277 N.Y. 524 (1938) ......................................................................3

Kelly v. O’Hara,
207 A.D.3d 507(2d Dept. 2022), lv to appeal denied, 38 N.Y.3d 911(2022)................................10

Kim v. Korean American Assoc. of Greater New York, Inc.,
No. 1057692007, 2008 WL 9749528 (N.Y. Sup. Ct. Feb. 26, 2008) ..............................................4

Meade v. Rock-McGraw, Inc.,
307 A.D.2d 156 (1st Dept 2003)....................................................................................................11

Matter of Parisi v. New York County Med. Soc.,
177 A.D.2d 369 (1st Dept. 1991).....................................................................................................4

Rahman v. Bangladesh Assoc. of Agriculture Scientist In America, Inc.,
No. 178282011, 2011 WL 11222172 (N.Y. Sup Ct. Nov. 14, 2011) ..............................................4

Petition of Serenbetz,
46 N.Y.S.2d 475 (Sup. Ct. 1943), affd., 267 A.D. 836 (2d Dept. 1944) .......................................12

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STATUTES & OTHER AUTHORITIES Page

7 New York Forms Legal & Bus. § 17:220 .................................................................................5, 6

7 New York Forms Legal & Bus. § 17:221 .................................................................................5, 6

NY CPLR § 103(c) .......................................................................................................................10

NY CPLR § 402 ........................................................................................................................9, 10

NY N-PCL §618 ............................................................................................................................10

NY N-PCL §702 ..............................................................................................................................7

NY N-PCL §710(b)..........................................................................................................................5

iii

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PETITIONER’S MEMORANDUM OF LAW
IN OPPOSTION TO RESPONDENTS’ CROSS MOTION

Petitioner Jordan Bardach (“Petitioner” or “Bardach”), by his attorneys, Liberman Canna,

LLP, respectfully submits this memorandum in opposition to Respondents’ cross motion, which

seeks an Order “(i) declaring that the September 1, 2023, board meeting and all actions taken

during the meeting are valid; (ii) declaring that the alleged meeting on September 5, 2023, and

any actions taken during the meeting to be null and void; (iii) order Petitioner to return all books,

records, and electronic records and any other company records to Rentability’s offices and turn

over all bank accounts in petitioner’s control to respondents and (iv) granting such other and

further relief as the Court deems just and proper.” For the reasons set forth below and in

Petitioner’s submissions in support of Petitioner’s order to show cause and Petition,

Respondents’ cross motion should be denied in its entirety.

PRELIMINARY STATEMENT

Most of the issues raised in Respondents’ cross motion will be resolved as part of the

determination on the Petition and the upcoming related hearing, and Petitioner therefore refers the

Court to the submissions in relation to the Petition and hearing for its full opposition to the cross

motion. However, the induvial Respondents also cross move for a determination in relation to the

September 5 Special Meeting pursuant to which respondent Anna Martynova (“Martynova”) was

removed as a director for cause, which is not directly at issue in the Petition. In actuality, the

induvial Respondents’ cross motion is a cross claim for a declaratory judgment against the nominal

respondent Rentability, Inc., (“Rentability”) for a finding in relation to the validity of the September

5 Special Meeting and thus improperly brought in this special proceeding. However, in the event

that the Court does find that it is proper and just to hear Respondents’ cross motion/cross claim, the

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Court should also, in the event the September 5 Special Meeting is found to be invalid (even though

no basis for such finding has been presented in the cross motion), determine if Respondent

Martynova should be removed from the board for cause due to her breach of fiduciary duty to

Rentability. Clearly, as set forth herein and in the prior submissions supporting the Petition, and as

will be established at the hearing, Martynova breached her fiduciary duty to Rentability and she was

properly removed from the board for cause due to her failure to provide vital information to

Petitioner, hindering Petitioner’s ability to perform his duties, and taking unauthorized and

fraudulent actions to the detriment of Rentability, including the submission of forged and false

documents to a government agency.

As to the other aspects of the individual Respondents’ cross motion, Respondents cannot

establish that Petitioner should not remain the duly elected and appointed President, Treasurer and

director on the board of directors of Rentability. Respondents have illegally, fraudulently and in

violation of the By-Laws of Rentability, Inc. (the “By-Laws”) and New York Not-for-Profit

Corporation Law attempted to seize control of Rentability through a sham “annual” board meeting,

called on September 1, 2023 (the “Sham Meeting”) by respondents Martynova, and Jennifer

Milosavljevic (“Milosavljevic”), whom at the time was a former director of Rentability, having

resigned in writing on August 21, 2022, over a year prior to the Sham Meeting. The Sham Meeting

was noticed on August 30, 2023 –with less than 48 hours’ notice – by Martynova in an attempt to

avoid a Special Meeting that had been properly called and noticed by Petitioner on August 25, 2023

to be held on September 5, 2023 (the “Special Meeting”). Therefore, the Court must deem such

actions of Respondents related to the improper noticing and conducting of the “annual meeting”,

including the election purportedly held at such meeting on September 1, 2023, null, void and of no

effect.

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COUNTER STATEMENT OF FACTS

Petitioner respectfully refers the Court to the Affidavit of Jordan Bardach in Support of Order

to Show Cause and Petition previously submitted for a detailed recitation of the facts relevant to this

matter. While the factual submissions by Respondents have not sufficiently supported Respondents’

position, Petitioner addresses, within the argument below, specific factual claims raised by

Respondents in relation to their cross motion that Petitioner deems relevant to the issues before the

Court and that require further clarification. Further factual clarification and submissions will be

provided in relation to the hearing ordered by the Court to be conducted on November 6, 2023.

ARGUMENT

POINT I

THE SEPTEMBER 1 “ANNUAL MEETING” WAS IMPROPER

A. Respondents’ Assertion Of A Heightened Standard Of Review Is Not Valid

The individual Respondents’ apparent claim that there is a heightened standard of review in

relation to the instant Petition is incorrect. As,

if reasonable grounds exist to indicate that the election under review has not been
conducted in a proper, regular, or fair manner, it should not be confirmed. If the
result is not free from suspicion, or is clouded in doubt, and justice demands, [the
Court] may in all fairness require the parties to start over again.

Application of Kaminsky, 251 A.D. 132, 139-40 (4th Dept. 1937), affd sub nom. In re Kaminsky,

277 N.Y. 524 (1938).

Case law relied on by Respondents for the proposed principle that there must be “a clear

showing that an election was so fraudulent as to warrant the intervention of the Court” (Resp. Memo.

p.10) are not applicable to the instant matter, where the technicalities of an elections process, errors

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in conducting an election or procedures followed in relation to an election are not at issue. Also, the

case law relied on by Respondents does not otherwise support Respondents’ position. See Matter of

Parisi v. New York County Med. Soc., 177 A.D.2d 369 (1st Dept. 1991) (Petitioner erroneously

submitted application to run for president – but should have designated his application as one to run

for “president elect” per by-laws.); Kim v. Korean American Assoc. of Greater New York, Inc., No.

1057692007, 2008 WL 9749528 (N.Y. Sup. Ct. Feb. 26, 2008) (involved large scale election where

petitioner complained of bias of media, interference with debate, poll site unavailability, illegal

campaigning events, and mismanagement of buses to transport voters); Rahman v. Bangladesh

Assoc. of Agriculture Scientist In America, Inc., No. 178282011, 2011 WL 11222172 (N.Y. Sup Ct.

Nov. 14, 2011) (failed to make showing of “impropriety” (not fraud) in appointment of election

commission – which was made by executive committee and not by president as alleged by

petitioner); In re Election of Officers and Directors of F.I.G.H.T., Inc., 79 Misc. 2d 655 (Sup.

Ct.1974) (issue involved if proper slate of electors was allowed on voting ballot – court found

irregularities in election not sufficient to change election). Gilheany v. Civ. Serv. Emp. Ass'n, Inc.,

59 A.D.2d 834, 836 (3d Dept 1977) (issue related to irregularity in balloting of 13 ballots—not of

magnitude that would affect election).

In any event, fraud and wrongdoing in the calling of the purported September 1 “annual

meeting” has been specifically alleged and established as respondents Martynova and Milosavljevic

had no right to call such annual meeting, improperly called such meeting to avoid a properly called

Special Meeting to address improper and illegal actions of Martynova, and fraudulently asserted that

Milosavljevic, whom had resigned a year prior to the proposed “annual meeting,” remained on the

board.

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B. The Sham Meeting Was Not Properly Held Or Conducted

1. The Sham Meeting Was Not Properly Held

Respondents had no authority to set the time and place of an annual meeting.

Respondents argue, with no legal support, that no notice whatsoever needed to be provided to

Petitioner of a proposed annual meeting and that the provision contained in the By-Laws

providing that “[a] regular annual meeting of the Board of Directors shall be held once a year”

means that any director on his own volition could hold an annual meeting at an undisclosed time

and location without even giving notice (Resp. Memo. p.13). This position is absurd.

Respondents completely ignore New York Not for Profit Corporation Law § 710(b)

which in pertinent part, provides:

(b) The time and place for holding annual or regular meetings of the board shall
be fixed by or under the by-laws, or, if not so fixed, by the board.

NY N-PCL § 710(b). The By-Laws do not fix the time or place of Rentability’s annual board

meeting, furthermore, the board never properly noticed and held a board meeting in which it

voted on a time and place for which the annual meeting would be fixed. Bardach Aff. Ex. 2; ¶

27. The sentence in the By-Laws stating that an annual meeting shall be held once a year

obviously does not “fix” the time and place of the meeting. Standard provisions of by-laws that

“fix” the time and place of a meeting are as follows:

Without call or notice, other than this bylaw, the board of directors shall hold an
organizational meeting immediately following each annual meeting of the shareholders of
the corporation.

Other regular meetings of the board of directors shall be held, without call and notice, at
[designation of time], on the [first monday of each month/[other date of regular meetings]],
unless that date should fall on a legal holiday. In that event, the meeting shall be held at the
same hour on the next ensuing business day that is not a legal holiday.

Regular or special meetings of the board of directors may be held, within or without the

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state, at any place designated from time-to-time by resolution of the board of directors or by
written consent of all board members. When no place is designated for regular or special
meetings, they shall be held at the principal office of the corporation at [address of
corporation].

7 New York Forms Legal & Bus. § 17:220, 17:221.

Therefore, Respondents had no authority to call and set the time and place of the alleged annual

meeting (even assuming Milosavljevic was on the board) and did so in violation of New York

Not-For-Profit Corporation Law and the By-Laws. Thus, the “annual” meeting that was

purportedly held, and all resolutions passed (by Martynova alone since Milosavljevic was not a

board member), and elections held therein, must be deemed by this Court to be void and a

nullity.

2. Respondents Have Put Forth No Evidence that Milosavljevic Did Not Resign

It cannot be disputed that Milosavljevic, in writing, resigned from the board of directors on

August 21, 2022 (Bardach Aff. Ex. 3) and because of her resignation any action taken at the

September 1 “annual meeting” is invalid, null and void. Milosavljevic submits nothing more than a

self-serving denial of her resignation over a year after clearly informing the directors that due to her

new job and “exclusivity agreement” she no longer had the ability to fulfill her duties as a board

member, apologizing for her resignation and wishing the remaining board members the “best of

luck.” Furthermore, following her resignation, she completely disassociated herself from Rentability

and never had any contact with Petitioner, the President, and day-to-day manager, of Rentability in

any way whatsoever. The only contact Milosavljevic had with a board member after her resignation

was to conspire with Martynova (and Katz) to pretend that she was still on the board and interfere

with the properly called Special Meeting. Respondents’ submissions do not change these facts.

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Milosavljevic now contends that she remained a member on the board after her

resignation because she was “keenly aware that under both the bylaws and Section 702(a) of the

New York Not-For-Profit Corporation Law, Rentability was legally required to have three

directors.” Milosavljevic Aff. ¶7. Respondents’ apparent position that Section 702(a) of the

New York Not-For-Profit Corporation Law and the By-Laws somehow require directors who

have resigned to be forced to serve as a director until a replacement has been found and

appointed has no support in law (non was provided), the By-Laws, or common sense. Section

702 provides:

(a) The number of directors constituting the entire board shall be not less than
three. Subject to such limitation, such number may be fixed by the by-laws or by
action of the members or of the board under the specific provisions of a by-law
allowing such action, or by any number within a range set forth in the by-laws. If
not otherwise fixed under this paragraph, the number shall be three.
(b) The number of directors may be increased or decreased by amendment of the
by-laws or by action of the members, or of the board under the specific provisions
of a by-law, subject to the following limitations:
(1) If the board is authorized by the by-laws to change the number of directors,
whether by amending the by-laws or by taking action under the specific
provisions of a by-law, such amendment or action shall require the vote of a
majority of the entire board.
(2) No decrease shall shorten the term of any incumbent director.

N.Y. N-PCL §702. Therefore, Section 702 merely requires that a non-for-profit corporation

must not have by-laws where the number of directors is fixed at a number less than three. There

is no indication that a not-for-profit corporation cannot temporarily have less than a three-

member board while a replacement for a member, who has resigned for example, is found.

In addition, Rentability’s By-Laws clearly contemplate the replacement of a board

member after resignation. The By-Laws explicitly provide that resignation is effective

immediately as: “resignation shall take effect upon receipt thereof by the Board of Directors or

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such officer. Acceptance of such resignation shall not be necessary to make it effective.” By-

Laws, Article III Section 3(b). In relation to filling vacancies, the By-Laws provide:

Newly-created directorships or vacancies in the Board of Directors may be filled
by a vote of majority of the Board of Directors then in office, although less than a
quorum, unless otherwise provided in the Certificate of Incorporation of the
Corporation. Vacancies occurring by reason of the removal of directors shall be
filled by a vote of the remaining director(s). A director elected to fill a vacancy
caused by resignation, death, or removal shall be elected to hold office for the
unexpired term of his predecessor.

By-Laws, Article III Section 4 (emphasis added). Therefore, there can be no legitimate question

that a resignation of a board member creates a vacancy, which is later filled by the remaining

board members. There is no requirement in the By-Laws or under New York Not-For-Profit

Corporation Law that a director is forced to remain on a board even after resignation until a new

director is appointed.

The other submission by Milosavljevic supposedly supporting her claim that she did not

resign is an email chain initiated by respondent Martynova and Isaac Katz regarding arranging a

telephone call between the three of them (removing Petitioner from the email chain discussion,

which included Milosavljevic’s August 21, 2022 resignation notification). Milosavljevic Aff. ¶8,

Ex. C. The most interesting aspect of the email chain submitted (apart from the removal of

Petitioner from the email conversation) is that on that very day (October 20, 2022) that

Martynova and Katz reached out to Milosavljevic to arrange for a telephone conference,

supposedly to discuss Milosavljevic’s position on the board, Martynova executed an affidavit

indicating that Milosavljevic was not a board member. Bardach Aff. Ex. 6. It is clear that

Respondents did not truly believed that Milosavljevic was on the board, otherwise a sworn

affidavit stating otherwise would not have been would be submitted to New York City officials.

Furthermore, if Milosavljevic wanted to have a discussion about her position on the board of

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directors of Rentability, she would have reached out to Petitioner, the President, (as she had

when she resigned) not remove Petitioner from the email conversation and choose to instead

include Isaac Katz (who holds no position with Rentability whatsoever).

Since Milosavljevic was not a member of the board after August 2022, she had no

authority to call, notice or vote in relation to the fraudulent “annual meeting” that purportedly

took place. Therefore, all resolutions passed, and elections held therein, must be deemed null,

void and of no effect by this Court.

POINT II

THE SEPTEMBER 5 SPECIAL MEETING SHOULD STAND

A. The Individual Respondents Cannot Bring Their Cross Claim As A Cross Motion

By way of cross motion against the individual Petitioner, the individual Respondents seek

a declaratory judgment that the January 5 special meeting called by Petitioner as President of

nominal Respondent Rentability be deemed null and void, among other relief sought. The cross

motion is improper as it is a cross claim for a declaratory judgment against nominal Respondent

Rentability disguised as a cross motion against the individual Petitioner.

The individual Respondents are seeking relief against the nominal Respondent

Rentability – not the induvial Petitioner – as they are attempting to invalidate an action of the

board of directors of Rentability taken at the Special Meeting on September 5. Therefore, such

“cross motion” is actually a cross claim against Rentability, which cannot be brought in a special

proceeding without leave of the Court. Pursuant to CPLR § 402:

There shall be a petition, which shall comply with the requirements for a
complaint in an action, and an answer where there is an adverse party. There shall
be a reply to a counterclaim denominated as such and there may be a reply to new
matter in the answer in any case. The court may permit such other pleadings as
are authorized in an action upon such terms as it may specify. . . .

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“‘[A] cross claim is not permitted in a special proceeding without leave of court.’” Kelly v.

O’Hara, 207 A.D.3d 507, 508 (2d Dept. 2022), lv to appeal denied, 38 N.Y.3d 911(2022) (court

found affirmative defense was in actuality a cross claim against co-respondent and therefore not

properly before the court) (quoting Matter of O’Connor v. D’Apice, 156 A.D.2d 610, 612 (2d

Dept. 1989); see CPLR §402. Even where a cross claim is improperly brought in a different

form it cannot not proceed without leave of the court: “Although the cross claim was

denominated as a counterclaim, it was properly a cross claim because it sought relief against the

Board, which was a respondent in the proceeding. . . Here, [Respondent] did not seek leave to

interpose a cross claim, and thus, the cross claim was not properly before the court.” Matter of

Espinal v. Sosa, 153 A.D.3d 819, 820 (2d Dept. 2017). 1

To the extent that the Court does allow the individual Respondents’ cross claim to

proceed by converting the cross motion to a complaint or pleading, it is respectfully requested

that the Court also convert Petitioner’s opposition to the cross motion to a claim/application as

part of the Petition for the removal from the board of directors of respondent Martynova for

cause (in the event the Court finds the September 5 special meeting to be invalid) under the

inherent power of the Court to “take such other action as justice may require” pursuant to N.Y.

N-PCL § 618. See Matter of Baba Makhan Shah Lobana Sikh Ctr., Inc. v. Singh, 115 A.D.3d

948 (2d Dept. 2014) (affirming conversion of motion paper to pleadings); CPLR§103(c); NY N-

PCL § 618.

1
It should also be noted that it would be improper to allow such cross claim where the legal representation of
Rentability in this proceeding is in dispute – as it is not clear who retained Rentability’s counsel appearing in this

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B. Respondents Have Provided No Basis To Find The September 5
Special Meeting Invalid

The individual Respondents have “cross moved” for an order “declaring that the alleged

meeting on September 5, 2023, and any actions taken during the meeting to be null and void.”

However, the supporting papers on such cross motion provide no explanation or explicit basis for

the Court to grant such relief. Therefore, it can only be assumed that the sole basis for granting

such cross motion would be if the September 1 “annual meeting” is found to be valid and thereby

Petitioner was removed from the Board of Directors and thus did not have the authority to act at

the September 5 Special Meeting. If such is the basis, then based on the Petition, prior

submissions to the Court and the evidence that will be submitted at the hearing in this matter, the

cross motion should be denied. 2

It also would not appear that there could be any other basis for finding the September 5

Special Meeting invalid. Pursuant to the By-Laws, Petitioner, as President of Rentability, can

call a special meeting: “Special meetings may be called by or at the direction of . . . the President

. . .” (Art. III, Sec. 5(b)). Petitioner provided proper notice 11 days in advance of the Special

Meeting indicating that the meeting was to discuss and vote on board membership issues.

Bardach Aff. Ex.7. Although Petitioner did so, Petitioner was not required to specify the

purpose of the meeting in the notice as the By-laws provide that “[t]he notice of any meeting

need not specify the purpose of such meeting” (Art. III, Sec. 5(c)). In addition, a proper quorum

proceeding or how that person had the authority to do so. It would not be proper to allow the current counsel who
has appeared for Rentability to defend against the cross claim.
2
To the extent the individual Respondents raise any further arguments in this regard they should not be
considered by the Court as any argument made in reply or after submission of the instant cross motion would be
improper. Meade v. Rock-McGraw, Inc., 307 A.D.2d 156, 159 (1st Dept 2003).

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was present at the September 5 Special Meeting as the By-Laws provide that “[a]t any meeting

held to remove one or more directors a quorum shall consist of a majority of the directors present

at such meeting.” (Art. III, Sec. 6).

The only objections voiced by Martynova at the time of the noticing of the Special

Meeting was concerning her claim that Milosavljevic was still on the board and had not received

notice of the meeting, and that the location of the meeting was in a public place. Martynova Aff.

Ex. F. As set forth in the submissions in relation to the instant Petition, and as will be

established as the hearing in this matter, Milosavljevic was not entitled to notice of the Special

Meeting as she had resigned a year earlier. As to the place of the meeting, Respondents have

submitted no authority for the proposition that a director and President who has the authority to

call a special meeting cannot choose its location. See Petition of Serenbetz, 46 N.Y.S.2d 475,

480 (Sup. Ct. 1943), affd., 267 A.D. 836 (2d Dept. 1944) (“In the absence of any By-Laws

provision on the subject, the meeting of the Board was duly held at [the president-board

member’s] home.”).

Therefore, the Court has been provided with no basis to determine that the September 5

Special Meeting was in anyway improper or should be deemed invalid. Martynova had every

opportunity to attend the Special Meeting and protest her removal, but she never had any

intention of attending the properly called Special Meeting. Instead, Martynova concocted a

fraudulent scheme where she falsely claimed that Milosavljevic was still on the board, noticed an

improper “annual meeting” for September 1, on less than 48 hours’ notice, to preempt the

September 5 Special Meeting and then purportedly appointed two new board members, as

instructed by Katz, to remove the Petitioner from the board.

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C. Removal Of Martynova From The Board of Directors For Cause Is Proper

Petitioner has established through his submissions in relation to the Petition and will

further establish at the hearing in this matter that Martynova has breached her fiduciary duty to

Rentability but falsifying documents, engaging in unauthorized actions, refusing to provide vital

business information to board members, providing false information to HPD, and fraudulently

convening a board meeting with a resigned member to remove Petitioner without cause and for

ulterior purposes. The removal of Martynova from the board of directors for cause is appropriate

and necessary. Matter of Davidson v. James, 172 A.D.2d 323, 324 (1st Dept. 1991) (board

member properly removed when actions were in breach of fiduciary obligations and actions

taken contrary to interest of the organization). Such removal was appropriate and properly

conducted at the September 5 Special Meeting, which Martynova had every opportunity to

attend. She instead chose to conduct a fraudulent annual meeting to remove Petitioner from the

board prior to the Special Meeting. There is no reason for the Court to disturb the actions taken

at the Special Meeting or the Court should otherwise remove Martynova from the board for

cause.

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FILED: NEW YORK COUNTY CLERK 10/20/2023 04:27 PM INDEX NO. 159110/2023
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FILED: NEW YORK COUNTY CLERK 10/20/2023 04:27 PM INDEX NO. 159110/2023
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Case Info

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Jennifer G. Schecter Track Judge’s New Case

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Document Filed Date

October 20, 2023

Case Filing Date

September 18, 2023

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Document for Jordan Bardach v. Anna Martynova, Jennifer Milosavljevic, Yoel Hershkowitch, Aron Wolocowitz, Rentability, Inc. (Nominal Respondent)

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