Two prominent Central Vermont businessmen say they were improperly removed from the board of directors for the Bridgewater Area Community Foundation, Inc. (BACF) after they began to inquire about possible mismanagement, questionable spending and the re-writing or forging of documents by certain foundation members, according to a newly filed lawsuit.
Charles Shackleton and Collen Doyle filed the civil action primarily against BACF’s Kristiana Birmingham, the purported executive director, and board president Brian Bontrager, along with treasurer John Hiers, both of Bridgewater Corners.
Much of the lawsuit centers around Birmingham, of Woodstock, claiming to be the executive director, but the plaintiffs dispute that she was ever appointed to that post.
Also named as defendants in the lawsuit are four local people who, reportedly, were secretly added to the foundation board recently: Blaise Biller and Jordan Camp, both of Woodstock, Malena Agin, of Bridgewater, and Noelle Nunes, of Bridgewater Corners, according to filings in Vermont Superior Court last week.
Multiple attempts to reach Birmingham and Bontrager in recent days by phone and email have been unsuccessful.
All the defendants will have until the end of the month to file a written response in superior court in Woodstock. BACF, which is a Vermont nonprofit formed in August 2018, is considered a “nominal defendant” in the case.
The lawsuit seeks both declaratory and injunctive relief that would declare that:
- The proper board of directors is Shackleton, Doyle, Bontrager, Hiers and Wendy Jenne, who were in place as of Jan. 1, 2025.
- The board has lawful authority over BACF’s operations, employees and assets and should be able to meet and act promptly to reestablish clear oversight and control over the organization.
- The original BACF bylaws adopted in 2018 remain in effect and must be followed until the proper Foundation board legally amends them.
- Any actions of the temporary Foundation board members since Jan. 13, 2025 be rejected and have no legal force or authority. That is the date that Birmingham reportedly said amended bylaws were adopted by the board that among other things allowed the president to unilaterally remove a director without a board vote or meeting.
Vermont law allows a director to be removed without cause, but only by a two-thirds vote of the directors in office, the lawsuit said.
Biller, Camp, Nunes and Agin “as purported board members should be removed as their election was not in accord with the legitimate bylaws and per approval of the legitimate board,” the lawsuit noted.
The lawsuit also seeks compensation and punitive damages, interest, costs and attorney fees.
According to the lawsuit, the BACF Board had voted unanimously to hire Wendy Banbury as its executive director in July 2025, and she was initially paid. However, Banbury began to question BACF finances, similar to those inquiries by some board members, the lawsuit said. Birmingham, who was still in control of financial accounts and payroll, stopped paying Banbury and said her hiring was invalid, the lawsuit said.
The lawsuit claims Birmingham provided a copy of a purported contract naming her BACF’s executive director, effective Jan. 1, 2025 with a five-year term and a significant increase in salary and benefits. The lawsuit claims it wasn’t the only time she produced fake documents.
Shackleton and Doyle maintain the purported contract was never presented at a board meeting for approval and contradicts an email by Birmingham in May 2025 in which she says she was not the executive director.
The board would never have hired Banbury in July 2025 if Birmingham had been approved to serve for five years in that post, the lawsuit notes.
“Defendant Birmingham fabricated her employment agreement and gave herself a $40,000 raise without the knowledge of or approval by the plaintiffs,” the lawsuit said.
Shackleton told the Standard the plaintiffs should have taken action sooner. “We asked for transparency for many months. There was always some reason given that more time was needed,” Shackleton said.
According to the lawsuit, the board’s legal counsel conducted an extensive investigation and filed his conclusions last month. He said the 2025 draft bylaws were never legally adopted, the BACF board president was never given the power to remove directors and that Shackleton, Jenne and Doyle could not have been removed from the board, records show.
Birmingham, Bontrager and Hiers were provided a copy of the findings and given a chance to come into compliance by Dec. 15, 2025, the lawsuit said.
The lawsuit claims that Birmingham effectively rejected the offer on behalf of all the defendants and instead sent an electronic holiday card to BACF supporters seeking donations and giving an update. The lawsuit said it was signed by Birmingham, her assistant director Owen Putnam, and the six board members who are now defendants in the court case.
Birmingham then asked for a further delay until Dec. 22, and eventually disputed other conclusions of the investigation, the lawsuit said. The likelihood of a settlement or resolution apparently fell through. The plaintiffs said they then had to move forward with legal action in the best interest of the Foundation and its supporters.
Longtime Rutland lawyer Kaveh S. Shahi, who represents the plaintiffs, told the Vermont Standard on Tuesday that the plaintiffs are willing to drop claims against any of the named defendants if they resign.
Birmingham was hired in September 2021 as the program director for the BACF childcare center, the lawsuit said. It noted that she controlled BACF’s financial records, its bank accounts, and other assets and records.
Over time, Shackleton, the treasurer, and other board members began to raise questions about BACF’s finances and Birmingham’s lack of transparency with the board, the lawsuit said.
“In October 2025, defendants issued cease and desist ‘orders’ that the illegally ousted plaintiffs not engage in any governance or representation of BACF,” Shahi wrote.
The attempt to remove Shackleton, Jenne and Doyle from the board came in the face of mounting pressure on Birmingham to disclose financial information to the board and the belief that there had been misuse of BACF’s funds under her control, the lawsuit maintained.
“On information and belief, defendant Birmingham exerted undue influence over defendant Bontrager to persuade him to act unlawfully in an attempt to remove the board members who in the exercise of their fiduciary responsibilities were inquiring about the finances and thereby posing a threat to defendant Birmingham’s position in BACF,” the lawsuit said.
The current foundation website lists Bontrager as president, Agin as vice president and Hiers as treasurer. Camp, Nunes and Biller are listed as members.
The foundation is based in the historic former village school, which closed in 2015 following school consolidation. After community input and study, the 13,000 square-foot, two-and-a-half-story building became the home in 2018 to the Bridgewater Area Community Foundation, Inc. It was a newly formed local non-profit to preserve, revitalize, and enhance the building and become the home for the Bridgewater Community Childcare & Community Center (BCCCC), according to the website.
For more on this story, please see our Jan. 15 edition of the Vermont Standard.
