| ASSOCIATION OF NEPALIS IN THE AMERICAS INDEPENDENT REVIEW |
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ASSOCIATION OF NEPALIS IN THE AMERICAS INDEPENDENT REVIEW
Dear Members:
The purpose of this letter is to address the current legal and financial status of The Association of the Nepalis in the Americas (Hereafter ANA) and its affiliates. ANA is currently out of compliance concerning several issues.
ANA as a Legal Entity:
Concerning ANA legal compliance there several issues that must be addressed. The first is that ANA was incorporated under the laws of the District of Columbia; ANA failed to pay its corporate fees between the years of 2002 and 2011.
A separate ANA was created in May of 2011 under the state of Maryland law. These are two different entities. The property, resources, member etc that were attached to the first ANA are not passed on to the second ANA. Therefore it will take legal representation to reconcile the entity status of ANA; If it is not reconciled then the operations of ANA and its affiliates as an entity under the law will be put in jeopardy.
ANA Tax Inquiry
There are questions concerning the filing of state and/or federal tax over the past six years and beyond. A current accounting of the filing status of ANA must be made to ensure it is in compliance with federal law.
Properties of ANA
Based on information provided, there are several ANA accounts owned/operated that have not been accounted for on a regular basis. This includes but is not limited to:
-The ANA general account -The NECC general account -The ANA scholarship account -The Convention account -The Edward Jones Account
All of these accounts and the others that have not been discovered should be accounted for and put under the auspice of ANA. The purpose of this to be able to make a proper accounting for tax purposes and to ensure that the resources of ANA are being used as required under the law and the by-laws.
ANA Real Property
Based on information provided, ANA/NECC real property is listed or claimed in the name of an individual member and not the entity. This is a breach of the duty to the organization and may be in violation of federal and state tax laws. It is unclear as to how the property was placed in the name of an individual but this was incorrect. All real property owned and operated by ANA must be in its name and claimed by it. For ANA/NECC to pay on the mortgage the property, it must be returned to ANA/NECC. ANA/NECC cannot pay mortgage on property that is not owned by ANA/NECC.
Sale of ANA/NECC Real Property
Concerning the contract to sale the NECC property, our office has reviewed it. ANA is currently is in breach of the contract for failure to tender legal and actual possession at the time of closing. Due to this breach, the initial contract price of $565,000 is null and void and the sale of the property must be renegotiated. If the contract is not renegotiated, the buyer has the option of pulling out of the sale, requesting the earnest money of $15,000 back and suing ANA for breach of contract or enforcing the sale of the agreement and suing ANA for damage it has incurred including loss of value.
Currently the Trustee, Mr. Anuj Sud, has been given authority to renegotiate the sale of the property. Due to the economic climate and the breach, ANA will not be able to receive $565,000 for the sale of the property as it initially agreed to. Additionally the sale was contingent on zoning of the property being approved prior to the ratifying of the sale. We are unsure as to when zoning could be ratified; however Mr. Sud is negotiating to allow 1) payment of the sale be payable within 30 days of signing and 2) that no contingency concerning zoning be applicable.
I have counseled Mr. Sherpalama to work with attorney Sud to negotiate on getting the best price available under the circumstances as the options may lead to unnecessary litigation.
Conclusion
ANA and its affiliates have several things that need to be done to be brought in full legal and financial compliance. This will include a financial and forensic auditing of ANA from 2000 to the present. I am recommending that ANA hire someone that is not affiliated with it to do the auditing. Our firm will be handling bringing ANA to full legal compliance which will require working alongside executive members and those in privy of relevant ANA materials.
This process will likely take eight to 12 months to complete. ANA will need to invest resources to ensure these things get done. I have recommended that ANA, via Mr. Sherpalama, set aside a portion of proceeds from the sale of the property to go towards contracting with the legal and financial teams to bring ANA into compliance. This was also suggested by the Trustee and the court as a proper course of action to take. The remainder of the proceeds from the sale will go towards the paying of NECC property provided that the property is in the name of ANA and/or NECC at the time.
I have directed Mr. Sherpalama to have all inquiries concerning the paying of the mortgage directed to me. No payments should be made on the mortgage unless I am made aware and not until the property is owned by ANA/NECC. Once ANA/NECC begins on the path of legal/financial compliance then payments can begin.
Please understand that as things are, there are several people who are potential in breach of their duty to ANA/NECC and could potentially be sued for their failures to act in their role. This is not taking into consideration the numerous individuals who breach their duties in the past. Our job is to make sure that these are rectified in order for ANA to operate in compliance with the law. It may be a little rough and uncomfortable for the organization initially; however when this process is complete ANA will be able to function properly for many years to come.
Best Regards, /s/ Dipo Akin-Deko Dipo Akin-Deko Akin-Deko & Puig PLLC 1629 K Street Suite 300 Washington DC 20006. 202-508-1066 www.abpfirm.com |
