[Cite as State ex rel. Atty. Gen. v. Vela, 2013-Ohio-1049.]

COURT OF APPEALS 

LICKING COUNTY, OHIO 

FIFTH APPELLATE DISTRICT 

STATE OF OHIO, EX REL. 

ATTORNEY GENERAL 

 Plaintiff-Appellee 

-vsMANUAL R. VELA, ET AL. 

 Defendants-Appellants 

JUDGES: 

Hon. Patricia A. Delaney, P.J. 

Hon. William B. Hoffman, J. 

Hon. Sheila G. Farmer, J. 

Case No. 12-CA-62 

O P I N I O N 

CHARACTER OF PROCEEDING: Appeal from the Licking County Court of 

Common Pleas, Case Nos. 

02CV1158/05CV648 

JUDGMENT: Affirmed 

DATE OF JUDGMENT ENTRY: March 15, 2013 

APPEARANCES: 

For Plaintiff-Appellee For Defendants-Appellants 

VIVIAN P. TATE DAVID A. KOPECH 

Principal Assistant Attorney General Kopech & O'Grady LLC 

Charitable Law Section 471 E. Broad St. Suite 2001 

150 East Gay Street 23rd Floor Columbus, Ohio 43215 

Columbus, Ohio 43215 
Licking County, Case No. 12-CA-62 2

Hoffman, J. 

{¶1} Defendants-appellants Manual R. Vela, et al. appeal the June 29, 2012 

Judgment Entry entered by the Licking County Court of Common Pleas, which 

approved and adopted the magistrate’s January 4, 2012 Decision with Findings of Fact 

and Conclusions of Law. Plaintiff-appellee is the state of Ohio, ex rel. Attorney General. 

STATEMENT OF THE FACTS AND CASE 

{¶2} Appellants Manuel Vela and Judy Vela are husband and wife. Together, 

the Velas formed Symbiont NFP, Inc. (“NFP”), an Ohio non-profit corporation. Manuel 

Vela was the incorporator, director/trustee and administrator of NFP. Judy Vela was 

also extremely involved with the corporation, serving as a director/trustee and secretary. 

{¶3} NFP contracts with Ohio counties and various states to facilitate foster 

home placement, provide training, and provide services for abused, neglected, or 

abandoned children. NFP is a private non-custodial agency licensed by the Ohio 

Department of Job and Family Services. As a 501(c)(3) public charity, NFP is entitled to 

the benefits and privileges afforded to federal tax exempt organizations, charitable 

organizations under Ohio common law, and charitable trusts under Ohio R.C. 109.23. 

{¶4} The Velas were also majority shareholders in, held ownership interests in, 

and/or controlled various other companies which did business with NFP. Those 

companies included Symbiont, Inc., a for-profit Ohio corporation which provides 

professional services to NFP1

; Fairfield Academy, Ltd., an Ohio limited liability company; 

Ohio Treatment Alliance (“OTA”), a for-profit Ohio corporation which offers independent 

living assistance, a residential center, and therapeutic services for male clientele; 

 

1 The Sybiont name was changed to Apex Mental Health Services.
Licking County, Case No. 12-CA-62 3

McVee Holdings, Ltd., a for-profit Ohio corporation which leased vehicles and office 

equipment to NFP; and YAFGO, a for-profit Ohio corporation which provided clinical 

services to Fairfield Academy and NFP. 

{¶5} The Ohio Department of Job and Family Services (“ODJFS”) receives 

federal dollars for foster care placement through the Title IV E program. With the 

federal funds, ODJFS pays county agencies under contract. The county agencies then 

pay the funds to private foster care placement agencies, such as NFP. NFP operated 

exclusively on public funds obtained through the Title IV E program. 

{¶6} In 1998, ODJFS was audited. ODJFS and the Auditor of State’s Office set 

up the parameters of the audit in a document titled “Agreed upon Procedures”. As 

ODJFS was responsible for the funds obtained through the federal Title IV E program, 

the audit involved twenty five private agencies, including NFP, which received these 

federal funds. Certain expenditures of NFP were found to be noncompliant, requiring 

repayment to the federal government. 

{¶7} The Auditor focused primarily on NFP’s programs and activities during the 

1998 calendar year. A draft report was provided to NFP for review and response. NFP, 

through its attorney, prepared an extensive reply to the draft audit report, specifically 

rejecting the establishment of an independent board. The Auditor found the following 

noncompliance issues: 

 The transfer of Fairfield Academy was not shown to be competitive and favorable 

to NFP, and resulted in NFP holding more liabilities than assets. 
Licking County, Case No. 12-CA-62 4

 NFP made loans to several of the Vela’s companies in the amount of $430,000. 

Monies for these loans were obtained through NFP’s line of credit. NFP paid the 

interest on the amounts drawn against its line of credit. 

 Vehicle lease agreements made during the 1998 calendar year were not shown 

to be favorable to NFP. The lease agreements were never addressed in Board 

minutes, the Velas did not abstain from any Board decision related to these 

vehicles, and NFP paid $6,605 more than the value of the leased vehicles during 

1998. 

 NFP paid $15,200 of the $16,000 total cost of four seat licenses to the Ohio State 

University, but only one seat was in NFP’s name. The remaining three seats 

were in the names of employees – Manuel Vela, Judy Vela, and David Morris. 

 NFP, McVee, and OTA shared employees. However, NFP could not show how 

the costs for these employees were allocated between the companies based 

upon the time the workers actually spent on the business of each company. NFP 

overpaid its share for these employees by $28,000. 

 OTA operated Fairfield Academy before the company was transferred to NFP. 

During that time, OTA became indebted to YAFGO. NFP paid $15,742 of OTA’s 

debt after it acquired Fairfield Academy. There was no evidence NFP was liable 

for the debt. 

 NFP, although tax exempt, paid taxes on a number of purchases. 

 Companies owned by the Velas shared board members and employees with 

NFP. Every NFP board member was an employee of NFP and/or a board 
Licking County, Case No. 12-CA-62 5

member or employee of at least one other company owned or operated by 

Manuel Vela. 

{¶8} The final audit report revealed NFP improperly spent $382,063. ODJFS 

was required to repay this amount to the federal government. 

{¶9} The State of Ohio, ex rel. the Attorney General, filed a complaint against 

the Velas for disregard and exploitation of NFP. The Attorney General alleged, because 

NFP is a charitable trust, all assets of the organization were to be used for the express 

charitable purposes. The Attorney General sought removal of the Velas as the directors 

of NFP; the imposition of a constructive trust; and restitution of any assets or benefits 

wrongfully transferred to the Velas. The complaint named NFP as a necessary party, 

but did not allege claims against NFP. 

{¶10} The Velas filed a motion for summary judgment. The Attorney General 

filed a motion for partial summary judgment, seeking a declaration NFP is a charitable 

trust as a matter of law. The trial court granted the Attorney General’s motion for partial 

summary judgment, declaring NFP a charitable trust as a matter of law. The matter 

proceeded to bench trial before the magistrate. Following the presentation of evidence, 

the magistrate found the Velas were unjustly enriched by assets belonging to the trust. 

The magistrate issued her decision with findings of fact and conclusions of law on 

January 4, 2012. The Velas filed objections to the magistrate’s decision. Via Judgment 

Entry filed June 29, 2012, the trial court overruled the Vela’s objections and approved 

and adopted the magistrate’s decision. 

{¶11} It is from this judgment entry the Velas appeal, raising the following 

assignments of error: 
Licking County, Case No. 12-CA-62 6

{¶12} “I. THE TRIAL COURT ERRED BY SUSTAINING PLAINTIFF’S MOTION 

FOR PARTIAL SUMMARY JUDGMENT AND OVERRULING DEFENDANT’S MOTION 

FOR SUMMARY JUDGMENT. 

{¶13} “II. THE TRIAL COURT ERRED BY IMPROPERLY ADMITTING THE 

AUDIT REPORT AS AN EXCEPTION TO THE HEARSAY RULE PURSUANT TO 

EVID.R. 801(D)(2). 

{¶14} “III. THE TRIAL COURT ERRED BY FINDING THAT PLAINTIFF MET 

THE PROPER BURDEN OF PROOF. 

{¶15} “IV. THE TRIAL COURT ERRED BY FINDING THAT THE INDIVIDUAL 

DEFENDANTS WERE UNJUSTLY ENRICHED.” 

STANDARD OF REVIEW 

{¶16} Summary judgment proceedings present the appellate court with the 

unique opportunity of reviewing the evidence in the same manner as the trial court. 

Smiddy v. The Wedding Party, Inc. (1987), 30 Ohio St.3d 35, 36, 506 N.E.2d 212. As 

such, this Court reviews an award of summary judgment de novo. Grafton v. Ohio 

Edison Co. (1996), 77 Ohio St.3d 102, 105, 671 N.E.2d 241. 

{¶17} Civ.R. 56 provides summary judgment may be granted only after the trial 

court determines: 1) no genuine issues as to any material fact remain to be litigated; 2) 

the moving party is entitled to judgment as a matter of law; and 3) it appears from the 

evidence that reasonable minds can come to but one conclusion and viewing such 

evidence most strongly in favor of the party against whom the motion for summary 

judgment is made, that conclusion is adverse to that party. Temple v. Wean United, Inc.

(1977), 50 Ohio St.2d 317, 364 N.E.2d 267. 
Licking County, Case No. 12-CA-62 7

{¶18} It is well established the party seeking summary judgment bears the 

burden of demonstrating that no issues of material fact exist for trial. Celotex Corp. v. 

Catrett (1987), 477 U.S. 317, 330, 106 S.Ct. 2548, 91 L.Ed.2d 265. The standard for 

granting summary judgment is delineated in Dresher v. Burt (1996), 75 Ohio St.3d 280 

at 293, 662 N.E.2d 264: “ * * * a party seeking summary judgment, on the ground that 

the nonmoving party cannot prove its case, bears the initial burden of informing the trial 

court of the basis for the motion, and identifying those portions of the record that 

demonstrate the absence of a genuine issue of material fact on the essential element(s) 

of the nonmoving party's claims. The moving party cannot discharge its initial burden 

under Civ.R. 56 simply by making a conclusory assertion the nonmoving party has no 

evidence to prove its case. Rather, the moving party must be able to specifically point to 

some evidence of the type listed in Civ.R. 56(C) which affirmatively demonstrates the 

nonmoving party has no evidence to support the nonmoving party's claims. If the 

moving party fails to satisfy its initial burden, the motion for summary judgment must be 

denied. However, if the moving party has satisfied its initial burden, the nonmoving party 

then has a reciprocal burden outlined in Civ.R. 56(E) to set forth specific facts showing 

there is a genuine issue for trial and, if the nonmovant does not so respond, summary 

judgment, if appropriate, shall be entered against the nonmoving party.” The record on 

summary judgment must be viewed in the light most favorable to the opposing party. 

Williams v. First United Church of Christ (1974), 37 Ohio St.2d 150, 309 N.E.2d 924. 
Licking County, Case No. 12-CA-62 8

I 

{¶19} In their first assignment of error, the Velas contend the trial court erred in 

granting summary judgment in favor of the Attorney General and declaring NFP a 

charitable trust as a matter of law. 

{¶20} R.C. 109.23 defines “charitable trust” as follows: 

{¶21} “(A) “Charitable trust” means any fiduciary relationship with respect to 

property arising under the law of this state or of another jurisdiction as a result of a 

manifestation of intention to create it, and subjecting the person by whom the property is 

held to fiduciary duties to deal with the property within this state for any charitable, 

religious, or educational purpose. 

{¶22} “(B) “Charitable trust” includes the fiduciary relationship, the entity serving 

as trustee, the status as trustee, the corpus of such trust, or a combination of any or all 

of such meanings, regardless of the primary meaning of any use of the term, that is 

necessary in any circumstances to effect the purposes of such sections. 

{¶23} “* * * 

{¶24} “(D) The fact that any person sought to be charged with fiduciary duties is 

a corporation, association, foundation, or any other type of organization that has, under 

judicial decisions or other statutes, been distinguished from a charitable trust does not 

provide a presumption against its being a charitable trust as defined in this section.” 

R.C. 109.23. 

{¶25} Pursuant to R.C. 109.23, in order to prove the existence of a charitable 

trust, a party must establish three elements: 1) a fiduciary relationship with respect to 

property arising under the law of this state or of another jurisdiction; 2) as the result of a 
Licking County, Case No. 12-CA-62 9

manifestation of intention to create the trust; 3) which subjects an individual by whom 

the property is held to fiduciary duties to deal with this property within this state for any 

charitable, religious, or educational purpose. 

{¶26} The Velas assert there was neither “property” nor a “manifestation of 

intention” to create a “fiduciary relationship” with respect to the property; therefore, NFP 

cannot be a charitable trust. We disagree. 

{¶27} NFP’s Articles of Incorporation provide, in relevant part: 

A. Said corporation is organized for charitable and educational 

purposes to establish, organize, and operate a network of foster care 

boarding homes, group boarding homes and residential facilities to care 

for children and adolescents who have been determined to be abused, 

neglected, unruly, or dependent. To provide orientation and support 

services necessary to families seeking to become certificated or retain 

certification as foster care providers; develop relationships between 

families and placed youth; education and training in child development, 

parenting, crisis management, financial management for the child in 

placement, emancipation and independent living skills, support structures, 

and to provide an environment that promotes the proper development, and 

the emotional, psychological, and/or physical treatment or support 

necessary for the individual in foster care to be reunited with his/her family 

or enter into an independent living status; and the making of distributions 

to organizations under Section 501(C)(3) of the Internal Revenue Code * * 

*and to do all things necessary or incidental to the purpose herein stated. 
Licking County, Case No. 12-CA-62 10

{¶28} “[T]he manifestation of intention to create a trust may be by written or 

spoken words or by conduct. No particular form of words or conduct is necessary for the 

manifestation of intention to create a trust.” Brown v. Holloway (1981), 2nd Dist. No. CA 

6689, citing Restatement of Trusts 2d Section 24, Restatement of Trusts 2d, Section 

351, comment b, applied to charitable trusts. The plain language of NFP’s Articles 

contemplates a fiduciary relationship between NFP and the children and families for 

whom the non-profit was created to serve. 

{¶29} NFP’s Articles also provide: 

 B. To receive and maintain a fund or funds of real or personal 

property, or both, and subject to the restrictions and limitations hereinafter 

set forth, to use and apply the whole or any part of the income therefrom 

and the principal thereof exclusively for charitable and education purposes

either directly by contributions to organizations that qualify as exempt 

organizations* * *. (Emphasis added). 

{¶30} We find NFP’s Articles manifest the non-profit’s intention to create a trust. 

The Articles specify NFP will use the funds it receives “exclusively for charitable and 

educational purposes.” Additionally, NFP was established as a 501(C)(3) non-profit 

organization. In order to be recognized as such, NFP was required to be organized and 

operated exclusively for one or more of the purposes specified in Internal Revenue 

Code 501(C)(3). Charitable and educational purposes are specified purposes. As a 

result of its status as a 501(C)(3), NFP is exempt from federal income taxes and must 

file IRS Form 990 rather than the traditional corporate tax form. Further, NFP is 

prohibited from conferring any private benefit on any member, director, officer, 
Licking County, Case No. 12-CA-62 11

shareholder, or other private individual. NFP acknowledges this prohibition in its 

Articles: 

 C. No part of the net earnings of the corporation shall inure to the 

benefit of any member, trustee, officer of the corporation, or any private 

individual (except that reasonable compensation may be paid for services 

rendered to or for the corporation affecting one or more of its purposes), 

and no member, trustee, officer of the corporation, or any private 

individual shall be entitled to share in the distribution of any of the 

corporate assets on dissolution of the corporation. No substantial part of 

the activities of the corporation shall be the carrying on of propaganda, or 

otherwise attempting, to influence legislation, and the corporation shall not 

participate in or intervene in * * * any political campaign on behalf of any 

candidate for public office. 

{¶31} NFP’s Articles expressly prohibit the Velas from using funds from the nonprofit for any purpose other than charitable and educational purposes. 

{¶32} In a case involving a purported charitable trust, the Court must use liberal 

and broad rules of construction. Barton v. Parrott (1985), 25 Ohio Misc.2d 8, 495 N.E.2d 

973. The law of equity favors a charitable trust. Danner v. Shanafel (1953), 159 Ohio St. 

5, 110 N.E.2d 772. 

{¶33} Based upon the foregoing, we find the trial court did not err in granting 

summary judgment in favor of the Attorney General. We further find the trial court did 

not err in declaring NFP a charitable trust as a matter of law. 

{¶34} The Vela’s first assignment of error is overruled. 
Licking County, Case No. 12-CA-62 12

II 

{¶35} In their second assignment of error, the Velas contend the trial court erred 

in admitting the audit report as an exception to the hearsay rule pursuant to Evid. R. 

801(D)(2). Specifically, the Velas argue the report contains hearsay statements made 

by persons outside the agency contrary to Evid. R. 803(8), and the report does not 

constitute a business record of the Auditor of State. 

{¶36} As a public agency, the Auditor of State is required to obtain information 

through audits of public offices and private agencies pursuant to R.C. 117.28 and 

117.29. The audit report relative to NFP was compiled and prepared by the Auditor’s 

employees in furtherance of the Auditor’s statutory duties. The information obtained 

and utilized by the Auditor’s employees came directly from NFP and its officers, 

directors and employees. The audit report also included findings based upon NFP’s 

business records. Accordingly, we find no error in the trial court’s admission of the 

report. 

{¶37} Assuming, arguendo, the trial court erred in admitting the audit report, we 

would find the Velas were not prejudiced by such error. 

{¶38} Evid.R. 103 provides, in relevant part: 

{¶39} “(A) Effect of erroneous ruling 

{¶40} “Error may not be predicated upon a ruling which admits or excludes 

evidence unless a substantial right of the party is affected* * *.” 

{¶41} Civ.R. 61 sets forth the harmless error rule in civil cases, providing in 

pertinent part that no error or defect in any ruling is “ground for granting a new trial or for 

setting aside a verdict or for vacating, modifying or otherwise disturbing a judgment or 
Licking County, Case No. 12-CA-62 13

order, unless refusal to take such action appears to the court inconsistent with 

substantial justice.” 

{¶42} “Generally, in order to find that substantial justice has been done to an 

appellant so as to prevent reversal of a judgment for errors occurring at the trial, the 

reviewing court must not only weigh the prejudicial effect of those errors but also 

determine that, if those errors had not occurred, the jury or other trier of the facts would 

probably have made the same decision.” Hallworth v. Republic Steel Corp. (1950), 153 

Ohio St. 349, 91 N.E.2d 690, paragraph three of the syllabus. If hearsay evidence is 

objected to and permitted to go to the jury, the judgment must be reversed unless it 

affirmatively appears in the record that the party is not prejudiced. Westinghouse Elect. 

Corp. v. Dolly Madison Leasing & Furniture Corp. (1975), 42 Ohio St.2d 122, 326 

N.E.2d 651; Wilson v. Barkalow, 11 Ohio St. 471, 1860 WL 83; Lowe v. Lehman, 15 

Ohio St. 179, 186. 

{¶43} We find the Velas were not prejudiced. The information contained in the 

audit report by the Auditor of State was received directly from NFP and its officers, 

directors and employee. Such individuals testified at trial. 

{¶44} The Vela’s second assignment of error is overruled. 

III 

{¶45} In their third assignment of error, the Velas submit the trial court erred in 

finding they breached their fiduciary duties. 

{¶46} To prevail on a breach of fiduciary duty claim, “a party must show the 

existence of a fiduciary relationship, failure to comply with a duty accorded that 

relationship, and damages proximately caused by that failure.” Morgan v. Ramby, 12th 
Licking County, Case No. 12-CA-62 14

Dist. Nos. CA2010–10–095 & CA2010–10–101, 2012–Ohio–763, ¶ 25; Keybank Natl. 

Assoc. v. Guarnieri & Secrest, P.L.L., 7th Dist. No. 07 CO 46, 2008–Ohio–6362, ¶ 33. A 

party must prove a breach of fiduciary duty by clear and convincing evidence. See, 

e.g., R.C. 1701.59. 

{¶47} Upon review of the entire record, we find the trial court did not err in 

finding the Velas breached their fiduciary duties. The record is replete with evidence of 

self-dealing by the Velas. 

{¶48} The evidence reveals NFP made loans in the amount of $430,000 to 

companies owned and managed by the Velas. NFP used funds from its line of credit 

and was required to pay interest on the amounts drawn. Fiduciary duties include the 

duty “to keep trust property separate and not commingle it with the trustee’s personal 

property.” Jones v. Elsea (2003), 4th Dist. No. 02-CA-27, 2003-Ohio-4900 at 18 

(Citation omitted). Additionally, the Velas as directors transferred Fairfield Academy to 

NFP, which resulted in NFP holding more liabilities than assets. OTA operated Fairfield 

Academy before the company was transferred to NFP. During that time, OTA became 

indebted to YAFGO. NFP paid $15,742 of OTA’s debt to YAFGO after acquiring 

Fairfield Academy. There was no evidence NFP was liable for the debt. A fiduciary has 

a duty to make the trust property productive. Id. 

{¶49} Further, vehicle lease agreements made during the 1998 calendar year 

were not shown to be favorable to NFP. The lease agreements were never addressed 

in Board minutes, the Velas did not abstain from any Board decision related to these 

vehicles, and NFP paid $6,605 more than the value of the leased vehicles during 1998. 

NFP paid $15,200 of the $16,000 total cost of four seat licenses to the Ohio State 
Licking County, Case No. 12-CA-62 15

University, but only one seat was in NFP’s name. The remaining three seats were in 

the names of employees – Manuel Vela, Judy Vela, and David Morris. 

{¶50} In light of the aforementioned evidence, we find the trial court did not err in 

finding the Velas breached their fiduciary duty to NFP. 

{¶51} The Velas’ third assignment of error is overruled. 

IV 

{¶52} In their final assignment of error, the Velas submit the trial court erred in 

finding each of them individually had been unjustly enriched. 

{¶53} The elements of an unjust enrichment claim are: “(1) a benefit conferred 

by a plaintiff upon a defendant; (2) knowledge by the defendant of the benefit; and (3) 

retention of the benefit by the defendant under circumstances where it would be unjust 

to do so without payment.” Hambelton v. R.G. Barry Corp. (1984), 12 Ohio St.3d 179, 

183, 465 N.E.2d 1298. Unjust enrichment is inapplicable to gifts or any officious act. 

Wendover Rd. Property Owners Assn. v. Kornicks (1985), 28 Ohio App.3d 101, 502 

N.E.2d 226, syllabus. 

{¶54} Although claiming their actions were prudent, reasonable, and in the best 

interest of NFP, the Velas acknowledged they used NFP funds to purchase Christmas 

and birthday gifts, and country club memberships, and to pay party expenses related to 

their for-profit companies, as well as to pay credit cards, parking tickets, and personal 

reimbursements. The NFP Articles require any income be used for charitable and 

educational purposes. We find there was sufficient evidence for the trial court to 

conclude the Velas were unjustly enriched by using NFP funds for their own personal 

interests. 
Licking County, Case No. 12-CA-62 16

{¶55} Under the “Assignments of Error” section of their Brief, the Velas set forth 

four alleged errors for our review. After arguing their fourth assignment of error, the 

Velas assert a fifth error under Section III, subsection C of their Brief. Specifically, the 

Velas contend the trial court had no legal authority for ordering “[n]either Manuel nor 

Judy Vela shall serve as an employee with authority to bind any charitable trust doing 

business in the State of Ohio nor shall either serve as trustee or officer of any charitable 

trust doing business in the State of Ohio.” 

{¶56} The Velas failed to separately assign as error the trial court’s restriction on 

their future employment as required by App. R.16(A)(3). Accordingly this Court will not 

address this argument. 

{¶57} The Velas’ fourth assignment of error is overruled. 

{¶58} The judgment of the Licking County Court of Common Pleas is affirmed. 

By: Hoffman, J. 

Delaney, P.J. and 

Farmer, J. concur 

 s/ William B. Hoffman _________________

 HON. WILLIAM B. HOFFMAN 

 s/ Patricia A. Delaney _________________

 HON. PATRICIA A. DELANEY 

 s/ Sheila G. Farmer __________________

 HON. SHEILA G. FARMER 

 
Licking County, Case No. 12-CA-62 17

IN THE COURT OF APPEALS FOR LICKING COUNTY, OHIO 

FIFTH APPELLATE DISTRICT 

STATE OF OHIO, EX REL. : 

ATTORNEY GENERAL : 

 : 

 Plaintiff-Appellee : 

 : 

-vs- : JUDGMENT ENTRY 

 : 

MANUAL R. VELA, ET AL. : 

 : 

 Defendants-Appellants : Case No. 12-CA-62 

 For the reasons stated in our accompanying Opinion, the judgment of the Licking 

County Court of Common Pleas is affirmed. Costs to Appellants. 

 s/ William B. Hoffman _________________

 HON. WILLIAM B. HOFFMAN 

 s/ Patricia A. Delaney _________________

 HON. PATRICIA A. DELANEY 

 s/ Sheila G. Farmer __________________

 HON. SHEILA G. FARMER