IN THE CIRCUIT COURT FOR

THE 11TH JUDICIAL CIRCUIT

FORD COUNTY CHANCERY DIVISION

 

 

RICHARD C. KIENINGER,                            )

                                                                        )

Plaintiff                                                            )

                                                                        )

                      V.                                               ) NO.
                                                                        )

JAMES E. HOWERY, GAIL A. KIENINGER  )

THOMAS HOOD, HELEN KEDZERSKI,        )

DAVID CYSEWSKI, GARY N. ENNOR and   )

MALCOLM CARNAHAN,                              )

                                                                        )

                                               Defendants.       )

 

COMPLAINT FOR DECLARATORY JUDGMENT,

MANDATORY INJUNCTION AND OTHER RELIEF.

 

 

       Now comes the Plaintiff RICHARD C. KIENINGER and complain­ing of the Defendants JAMES E. HOWERY, GAIL A. KIENINGER, DAVID CYSEWSKI, THOMAS HOOD, HELEN KEDZERSKI, MALCOLM CARNAHAN and GARY N. ENNOR states:

       FIRST:    That the Defendants are all residents of Ford County, Illinois.

       Defendants, James E. Howery, Gail A. Kieninger, David Cysewski constitute the Board of Trustees of the Stelle Group, a not for profit corporation of the State of Illinois, locat­ed in Stelle, Ford County, Illinois, and as such are in sole and complete control of the business and affairs of said cor­poration. Defendants James E. Howery, Thomas Hood, Helen Kedzerski and Malcolm Carnahan are the purported officers and directors of Stelle Industries, Inc., an Illinois corporation located in Stelle, Ford County, Illinois. Defendant Gail A. Kieninger is the purported Voting Trustee of the Voting Trust hereinafter described.

       SECOND: That on or about March 5, 1963, Plaintiff was basically responsible for the founding of The Stelle Group. Said Corporation was founded for the purpose of promulgating and teaching the philosophy expounded in the book, The Ultimate
Frontier, which book was written by the Plaintiff under the pen name of Eklal Kueshana.

       THIRD: In March, 1969, Plaintiff founded the Stelle Woodworking Corporation; in February, 1971, Plaintiff founded the Stelle Structural Systems corporation, the name of which was changed to Stelle Industries, Inc. ;and in 1973, Plaintiff merged Stelle Woodworking Corporation with Stelle Industries, Inc., an Illinois corporation. During the aforesaid period Plaintiff contributed to the capital structure of said cor­porations in excess of thirty-five thousand dollars ($35,000.00). That he retained and now owns sixty (60) shares of stock in the latter corporation. That largely because of his original contribution in cash, his expertise in the woodworking field and his many hours of application of his time, Stelle Indus­tries, Inc. now has a value in excess of a million dollars ($1,000,000.00).

       FOURTH:      That on or about December 1, 1971, a Voting Trust Agreement was executed by and between the shareholders of Stelle Industries, Inc. and the Plaintiff as Trustee, the principal provisions of which are set forth in Exhibit “A” at­tached hereto and made a part hereof. That from the date of execution until the date set forth herein, Plaintiff has acted as Voting Trustee pursuant to the terms of the aforesaid Agreement.

       FIFTH:   That the principal purpose of the aforesaid Agreement was to maintain continuity and stability of policies and manage­ment and prevent take-overs of the corporation by possible dissident factions.

       SIXTH:   That on April 18, 1975, Plaintiff received a Notice of a Meeting of the Shareholders of Stelle Industries, Inc. which was sent out by the Defendants. That he presented himself at the meeting as was done in the past. That the Defendants
refused to permit him to enter the meeting place.

       SEVENTH:  That subsequently a copy of a so-called resolution was delivered to him by the Defendants. A copy of same is attached and made a part hereof as Exhibit “B”. That since the date of the alleged Resolution Defendants have willfully and unlawfully refused and continue to refuse to allow Plain­tiff to act as voting trustee, refused him entrance to the premises of the corporation, have usurped all of the powers of voting trustee, have elected directors and officers of their own choosing and have taken over the complete control and management of Stelle Industries, Inc., including but not by way of limitation have reissued shares of stock (formerly in Plaintiff’s name as Voting Trustee) in the name of the Defendant Gail Kieninger as Voting Trustee.

       EIGHTH: That Article 1.3 of the Voting Trust Agreement recites that:

Vacancies In the event the Voting Trustee at any time ceases acting hereunder ceases to be a Trustee, a new Trustee must be elected by a majority vote of the Board of Trustees of The Stelle Group, an Illinois not-for-profit corporation. Subsequent Trustee(s) shall be vested with all duties, powers and authority as if originally named Trustee here­under.

       NINTH:   That article 16 of the Voting Trust provides that:

Removal of a Trustee The Trustee may be removed by a 100% vote of the beneficiaries, not counting the bene­ficial interest represented by the shares of stock, if any, held by the Trustee, unless his beneficial inter­est represents 5l% or more of the outstanding shares of stock issued by Stelle Industries, Inc.

That 100% of the beneficiaries were not present at the share­holders meeting either in person or by proxy.

       TENTH:   That Plaintiff never ceased to be the Voting Trustee in order to invoke Article 13, “Vacancies”.

       ELEVENTH:  That Defendants’ claim to the right to remove Plaintiff as Voting Trustee is that the words “a Trustee” in

Article 13 aforesaid refers to a Trustee of the Stelle Group. The preamble of the Voting Trust Agreement reads: ‘... and Richard G. Kieninger as Voting Trustee (hereinafter sometimes called the “Trustee”). There is no language in the said Agreement either specified by or by implication by which “A Trustee” can be construed to mean a Trustee of the Stelle Group.

       TWELFTH: That the Defendants wilfully, maliciously and fraudulently conspired against the Plaintiff and the stock­holders of Stelle Industries, Inc. to, and did by virtue of their actions, gain control of Stelle Industries, Inc. and refused to surrender such control.

       THIRTEENTH: That Defendants are now wilfully and illeg­ally and without color of law or right, acting in the follow­ing capacities in the Stelle Industries, Inc.:

Gail A. Kieninger, Voting Trustee

James E. Howery,    President-Treasurer & Director

Thomas Hood,        Vice President & Director

Helen Kedzerski,      Secretary

Malcolm Carnahan, Director

       FOURTEENTH:      That an actual controversy exists between the parties.

       WHEREFORE pursuant to Section 57.1 of the Illinois Civil Practice Act Plaintiff prays judgment be entered herein,

       (a)        Declaring the rights of the Plaintiff and Defendants created under the Voting Trust Agreement;

       (b)        Decree that Defendants have illegally removed the Plaintiff as Voting Trustee under the Voting Trust Agreement;

       (c)        Decree that any and all actions taken by the Defendants in connection with the removal of the Plaintiff be void and of no force and effect;

 (d)    Decree that all actions taken by the Directors and Officers of the Stelle Industries, Inc. placed in office by the illegal actions of the Defendants be declared in­valid and of no force and effect;

       (e)   Forthwith issue a mandatory injunction against Gail A. Kieninger, and the purported Directors and Officers of the Stelle Industries, Inc., removing them from the positions of Voting Trustee, Directors and Officers. Said injunction to issue without bond.

       (f)    Issue a mandatory injunction against Gail A Kieninger and the Officers and Directors of Stelle Industries, Inc., requiring that the stock certificates, if issued to Gail A. Kieninger as Voting Trustee be cancelled and reissued to Plaintiff as Voting Trustee.

       (g)   Enter a joint and several judgment against Gail A. Kieninger, David Cysewski, James E. Howery, Thomas Hood, Helen Kedzerski, Malcolm Carnahan and Gary N. Ennor, puni­tive in nature and including attorney’s fee and expenses in connection with the preparation and presentation of this Complaint.

       (h)   Issue a mandatory injunction against the Defendants requiring that they make a full disclosure of and account­ing for and of any and all actions taken by Defendants as purported Voting Trustee, Directors and Officers of Stelle Industries, Inc., from April 18,’ 1975 to date.

       (i)    Decree that Plaintiff may have such other and further relief as to the Court may seem just and equitable.

                                                                                   Respectfully submitted,

Richard Kieninger

 

 


                                                                                             

                                                                                              Plaintiff
STATE OF ILLINOIS:

                             :    SS.

COUNTY OF C O O K:

 

       RICHARD C. KIENINGER being first duly sworn on oath deposes and says he has read the above and foregoing Complaint by him subscribed and such statements contained therein are true.

 

Richard Kieninger

 

 


                                                                                    Plaintiff

 

Subscribed and sworn to before me

This __14th__day of July, 1975,

 

 

 

_______________________________

              Notary Public

 

My Commission expires_______, 19 ___.

 

 

 

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