By Mike Donoghue, Senior Correspondent
The purported executive director of the Bridgewater Area Community Foundation, Inc. (BACF), says the organization plans to defend itself against a new civil lawsuit that makes claims about possible mismanagement, questionable spending, and the re-writing or forging of documents by certain foundation members.
“We are aware of the lawsuit recently filed against our organization. While we take all legal matters seriously, we believe the claims made in this filing are entirely without merit,” Kristiana Birmingham told the Vermont Standard on Tuesday.
“We are fully prepared to defend our position and the integrity of our organization through the proper legal channels,” Birmingham said in an email.
The lawsuit was first reported by the Vermont Standard last week.
Two prominent Central Vermont businessmen, Charles Shackleton and Collen Doyle, said in their civil lawsuit they were improperly removed from the foundation’s board of directors after they began to ask questions about its operation.
Part of the legal battle is whether Birmingham is the executive director and how she got the title, the lawsuit notes.
Birmingham of Woodstock and board president Brian Bontrager, along with treasurer John Hiers, both of Bridgewater Corners, are the primary defendants in the lawsuit.
Also named as defendants are four local people who the plaintiffs claim 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.
“Our primary focus remains, as always, on the families we serve. We are steadfastly committed to maintaining the high-quality, uninterrupted childcare services that the Bridgewater community relies on,” Birmingham wrote the Standard.
“We understand how vital reliable care is for our local parents and children, and we want to assure our community that our top priority is maintaining our daily operations and standards of excellence,” she said.
“It is disappointing that this matter has resulted in litigation. However, we are committed to resolving this issue so that we can keep our full attention on our mission: providing a safe, nurturing, and educational environment for Bridgewater’s children and families,” Birmingham wrote.
The defendants were given a chance to settle the dispute before the civil lawsuit was filed in superior court, but they declined, according to Rutland attorney Kaveh Shahi, who represents the plaintiffs. The claims had been shared with the defendants before the lawsuit was filed.
After the lawsuit was filed, Shackleton and Doyle also offered to drop any of the named defendants if they opted to resign, but Shahi said Tuesday he was unaware of any accepting the offer.
Birmingham declined to respond when asked this week if anybody would accept the offer.
All the defendants will have until next 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 seeks.
Shackleton and Doyle would then be looking for new community members to join the board.
According to the lawsuit, the plaintiffs claim 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 maintains 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 said. The plaintiffs claim that the defendants also generated other fake or fabricated documents.
The plaintiffs maintain no such contract was approved and it was never discussed at a properly warned board meeting.