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1 SAN DIEGO, CALIFORNIA; THURSDAY; OCTOBER 12, 2017; 2 9:30 A.M. 3 4 ---oOo--- 5 THE COURT: Good morning again, everybody. 6 MULTIPLE SPEAKERS IN UNISON: Good morning, 7 Your Honor. 8 THE COURT: Well, I've been handed this large 9 package of objections to video clips. How would you 10 like to deal with that? 11 MR. COUGHLIN: Well -- 12 MR. LiMANDRI: I -- go ahead. Go ahead. 13 MR. COUGHLIN: Your Honor, there was some meet 14 and confer efforts last night per Your Honor's 15 instructions. It's hard because we're here all day. 16 Hence we have our associates doing it while we're here. 17 I don't know if there was an official resolution on it. 18 Our position is that I know Your Honor's been fairly 19 liberal in letting testimony in. Your Honor can 20 probably just weigh -- can just weigh the evidence as 21 you see it or we can make objections per clip and Your 22 Honor can weigh on those objections if necessary. 23 THE COURT: Well, a lot of -- I just sort of 24 leafed through it because it's probably a hundred pages 25 here,R but aO lot ofU the Gobjections H seem D to Rbe 352 A, undue F T 26 consumption of time. I don't know. By the time I read 27 through all this, it will take as much time. It might 28 be easier just to see the clips. Are there any hard
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1 objections based on anything? 2 MR. JONNA: A lot of it really is, Your Honor, 3 just a waste of time. You know, there are some a good 4 amount of clips that have nothing to do with the issues 5 in the case that we just thought, you know, like related 6 to the gay pride parade and that sort of thing, but if 7 you want us to narrow down the list of objections, we 8 could do that, but there are some that I just think it's 9 going to waste everyone's time but -- 10 THE COURT: Well, maybe the easiest thing to 11 do is -- I mean, I'll be able to figure out what's 12 relevant and what isn't. We could just play the videos 13 and then we can talk about -- if you don't have any real 14 strong objections, like protecting a privilege or 15 something like that -- 16 MR. MARR: What if reran them, Your Honor, and 17 then I know this is kind of as they say bass awkward, 18 but what if we ran them and then if anybody had a strong 19 objection to exclude it from evidence and wanted to make 20 an argument, you could hear it after the clip. 21 MR. LiMANDRI: That's fine. I think and I 22 haven't reviewed them all but talking to Mr. Jonna, the 23 main concern is that our clients are being like depicted 24 as big got because of their Catholic religious beliefs, 25 they Rdon' t Osubscribe U toG the gayH pride D parade R but A it' s F T 26 our position it's got nothing to do with the issues in 27 this case and it's a diversion, but having heard that 28 and realizing that's what apparently they have on the
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1 video asking these bishops about what the Catholic 2 teaching is on home sexuality and the grade pride parade 3 which I think raises First Amendment concerns, I suppose 4 that's a legitimate -- 5 THE COURT: Okay. Where does all that go. 6 MR. COUGHLIN: Your Honor, that's the genesis 7 of Danny Shaba basically. He left immediately after the 8 gay pride parade, and he believed that Mr. Arabo was 9 responsible for it. We understand that there's going to 10 be testimony that he found Mr. Arabo to be the devil and 11 that he deemed being gay and participating in anything 12 gay was unnatural, against God's law. And so we think 13 that there is an inherent bias by Mr. Shaba against 14 Mr. Arabo, and that is playing into some of the 15 credibility problems that Your Honor will also see. 16 MR. LiMANDRI: That's not what I understand 17 the witness is going to say at all. And I just think 18 it's more prejudicial than probative to be injecting a 19 sense of bigotry and, quite frankly, we find it as 20 devout Catholics offensive and a violation of religious 21 liberty and freedom of expression and I found it a 22 religious nonprofits largely deal with those issues. 23 That being said, now that the Court knows the nature of 24 our concerns, if you think it's more expedient to just 25 watchR the videosO Uand --G and takeH it Dfor what R it 'As worth F, T 26 then we don't have a problem with that. 27 THE COURT: I think so. I mean to the extent 28 that it shows a negative personal animas ^ by Mr. Shaba
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1 against Mr. Arabo it may have -- may have some use. If 2 it comes to he doesn't like the gay pride parade for 3 religious reasons -- 4 MR. MARR: That's -- 5 THE COURT: -- there's -- he's entitled to his 6 religious beliefs. 7 MR. LiMANDRI: Exactly. And yet this isn't, 8 these are Chaldean bishops for Pete's sake. I think you 9 understand the nature of our concerns so if you want to 10 play the videos then -- 11 THE COURT: I do. I don't think that his 12 religious beliefs, which are apparently the same as held 13 by millions of other Catholics around the world, are 14 really any part of this other than maybe he has personal 15 negative feelings against Mr. Arabo and we'll see if 16 that happens or not. That might affect his credibility. 17 But the fact that he has religious beliefs, so do a lot 18 of people. 19 MR. LiMANDRI: Fair enough, Your Honor. Thank 20 you. 21 THE COURT: Okay. Let's just play it. 22 MR. LiMANDRI: Okay. 23 THE COURT: Who are -- this video clip is who? 24 MR. LiMANDRI: We're not going to do that now, 25 Your RHonor .O U G H D R A F T 26 THE COURT: Oh, okay. 27 MR. LiMANDRI: If it's okay we have a witness 28 here.
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1 THE COURT: All right. Fine. 2 MR. LiMANDRI: Thank you. 3 THE COURT: Let's take the next witness. 4 MR. JONNA: Plaintiffs call Mark Kassab, 5 Your Honor. 6 7 MUAYAD (MARK) KASSAB, 8 called as a witness on behalf of the 9 Plaintiffs, having been first duly sworn, 10 testified as follows: 11 12 THE WITNESS: Yes. 13 THE CLERK: Please take a seat at the witness 14 chair. 15 THE WITNESS: Good morning, Your Honor. 16 THE CLERK: May you please state your name and 17 spell it for the record. 18 THE WITNESS: Muayad Kassab, M-u-a-y-a-d, 19 K-a-s-s-a-d. 20 THE CLERK: I'm sorry, sir. Slowly, please. 21 THE WITNESS: Oh, I'm sorry. I apologize. 22 M-u-a-y-a-d, K-a-s-s-a-d, a/k/a Mark Kassab. 23 THE CLERK: Thank you. 24 THE WITNESS: Yes, Your Honor. 25 R O UDIRECT G EXAMINATION H D R A F T 26 BY MR. JONNA: 27 Q. Good morning, Mr. Kassab. 28 A. Good morning.
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1 Q. I'm going to start off with a few background 2 questions, sir. Can you please state your occupation? 3 A. I'm a grocery store owner plus gas station 4 owner, sport bar, biotech companies, research and 5 development, and innovation center. 6 Q. Okay. And how many employees do you have, 7 sir? 8 A. In my grocery store and the gas station we 9 have about 150 employees. In the biotech companies, we 10 have about 60MD, Ph.D. engineer and scientists. 11 Q. And where -- go ahead. I'm sorry? 12 A. And in the sport bar we have about 60 13 employees. 14 Q. And where were you born, sir? 15 A. I was born in Iraq. 16 Q. And when did you immigrate to the United 17 States? 18 A. 1977. 19 Q. Are you involved in any volunteer work with 20 nonprofits? 21 A. Yes, I was part of mid city area planning 22 committee for 16 years, advisory board to the City of 23 San Diego. I am on the board of mid city captain 24 advisory board. I am a trustee for a museum of man in 25 the BalboaR Opark andU a fewG other H organization D R. IA also F T 26 sat on elementary school site council for 7 or 8 27 elementary school in the mid city area. 28 Q. Thank you. And you're not a party to this
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1 lawsuit, right? 2 A. No, sir, and I was also a board member with 3 NMA. 4 Q. Okay. We'll get to that. And you are here 5 because you were served with a subpoena, isn't that 6 right? 7 A. Yes, sir. 8 Q. Are any of your stores NMA members? 9 A. Yes, sir. 10 Q. And since when? 11 A. God, for a long time. Maybe 10, 12 years now. 12 Q. Okay. And when do you typically pay your 13 member dues? 14 A. I pay my membership in May of every year, 15 May 20th or May 22nd, that week. 16 Q. When do you typically receive the dues 17 invoices? 18 A. March, March the 20th or so. 19 Q. Did anyone from the NMA ever tell you that 20 your -- that you paid your dues too late? 21 A. No, sir. 22 Q. Have you received an invoice for the 2017-year 23 yet? 24 A. No, sir. 25 Q.R OkayO. UDid you G used H to receive D rebatesR Afrom F T 26 the NMA? 27 A. Yes, sir. 28 Q. And tell us about that.
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1 A. We used to get the rebate from chips, we used 2 to get the rebate when we were part of NMA program, you 3 are voluntarily, you have a right to be a member of one 4 program, not the other programs, so, for example, like 5 NMA has a program for money order and western union, but 6 not western union, the other programs, but I'm not part 7 of that. I go to some other companies and get my own 8 deal. 9 Q. When's the last time one of your stores 10 received a rebate from the NMA? 11 A. We get -- we get check when we are part of 12 M&M -- NMA they take our membership dues and they minus 13 it from the actual membership and they -- and they tell 14 us, let's say our membership is $300 and our rebate is 15 $100, so they minus that $100 and they write on it 16 rebate from the chips and we get to pay them the balance 17 on that one. 18 Q. Do you remember the last time you received a 19 rebate? 20 A. I have -- I have now -- I looked at it and I 21 have a rebate from chips 2016. I don't remember when 22 was the last time because not a hundred percent I am 23 managing the stores the day-to-days, because I'm 24 focusing more on the biotech. 25 Q.R SureO. UHave youG ever H served D on theR board A of F T 26 the NMA? 27 A. Yes, I did. 28 Q. And when did you first serve on the board?
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1 A. I served twice, one time when my friend Auday 2 Arabo was around I think in early 2000, 2004, 2006, 3 Your Honor, and then I served again 2015 and 2014 one 4 more term. 5 Q. And so the president when you first served was 6 that add day Arabo? 7 A. I'm sorry? 8 Q. Who was the president when you first served on 9 the board? 10 A. The first time was Auday Arabo. 11 Q. Okay. And tell us about the NMA when you 12 first joined the board. 13 A. I liked it actually. We were working hard and 14 for the sake of the membership, we had a lot of programs 15 and Mark asked me for a while I did not join the board 16 because I had a lot of things to do and then Mark called 17 me and said why don't you come, give us your name, you 18 do a lot of stuff in the community, you have a good 19 name, so why don't you come and help us out over here? 20 So I did and I went and helped them. 21 Q. And that's the second time you served on the 22 board? 23 A. The first time -- I mean Auday. And then 24 after that Mark also called me and asked me to come and 25 serveR on theO board U again G. H D R A F T 26 Q. Okay. So let's talk about the first time you 27 served on the board. How would you describe the NMA's 28 focus on membership services when you first joined the
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1 board? 2 A. Very good. Very solid. I was actually proud 3 of the -- of membership program endorsement committee 4 and the program endorsement committee we used to meet 5 once a month and the chairman of that was Doug del lieu 6 and he was very good and he had a lot of experience in 7 the grocery because his family ran a lot of supermarket, 8 and we had a good programs at that time. 9 Q. What's an endorsement committee? What -- 10 A. Like say, for example, if a -- if a Pepsi cola 11 has a program, they come to us and they want to be part 12 of our NMA, so they give our grocery store, our liquor 13 store member a better deal when we are a member of -- of 14 NMA. 15 Q. Okay. And that initial term that you -- when 16 you joined the NMA, how long did you stay on the board? 17 A. I think I stayed two term, four years I 18 believe at that time. 19 Q. Okay. And then you were asked to return for 20 the 2013 term? 21 A. Yes. 22 Q. And who asked you to return? 23 A. I got a call from Mark, which is -- it was 24 good. We talked for a while, and then -- then I went in 25 and IR served O. U G H D R A F T 26 Q. So were you elected? 27 A. Yes, I was elected. 28 Q. Can you describe the election process?
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1 A. I don't know how they do the election, but 2 everybody put their names and election happen and, you 3 know. 4 Q. Can you describe the composition of the NMA 5 board during the 2013-2014 term? 6 MR. COUGHLIN: Objection. Vague. 7 BY MR. JONNA: 8 Q. How were board members selected if you know? 9 A. I guess everybody put their name, the ballot, 10 and they send it to all the grocery store out -- to all 11 the members, and election comes in and they -- and they 12 vote. 13 Q. Did any NMA board members ever tell you how to 14 vote during the elections? 15 A. No, but there is a list of 10, 15 names on 16 that -- on that sheet and you have a right to vote for 17 eight people. 18 Q. Did anyone ever come to your store with a 19 ballot and ask you to vote a certain way? 20 A. One time I think Mr. Oram came in because 21 he -- he took that very seriously and he liked to go 22 around and like a campaign, you know, and he campaigned 23 very hard and he went around and he ask people to vote 24 for him. 25 Q.R WhatO was U the Gboard Hlike in D2013 -2014R comparedA F T 26 to your previous term? 27 MR. COUGHLIN: Objection. 28 THE WITNESS: It was a young board.
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1 MR. COUGHLIN: Vague. It's a vague question, 2 Your Honor. 3 THE COURT: Well, you're asking him to 4 describe any differences? 5 MR. JONNA: Sure. Yes. 6 THE COURT: All right. You can do that. 7 THE WITNESS: The board was young. A lot of 8 member I did not know them. I've been in -- I've been 9 in San Diego 40 years. We know all the like big family 10 who has multiple businesses, so it was young and one 11 family or two family, they were there for a long time. 12 So I -- I did not know a lot of my board here. 13 BY MR. JONNA: 14 Q. Was there a group that voted together? 15 A. I -- I don't know. 16 Q. Okay. Did the board ask questions and stay 17 informed? When you were at board meetings in 2013-2014 18 term, did you see any changes in the way discussions 19 were taking place at the board meetings? 20 A. Most of the time there was only handful of 21 board member who ask a lot of questions and the board of 22 I don't know 18, 20 people, you only hear two, three 23 voices, only. Not everybody was asking. 24 Q. Why do you think that was? 25 A.R IO don' tU know .G H D R A F T 26 Q. And which two or three voices would you hear? 27 A. I used to hear Amad Attisha, Raad Attisha, 28 Ramzi Murad, and Bashar Ballo and maybe one or two other
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1 people. 2 Q. Did you -- 3 A. Oh -- yeah. 4 Q. Go ahead. 5 A. No. 6 Q. Was the board transparent -- 7 THE COURT: Do you want him to spell those 8 names? 9 THE REPORTER: I can probably look them up 10 later. I just need him to say them slower so that I can 11 phonetically write them. 12 THE COURT: Did you get them? 13 THE REPORTER: I got them phonetically. 14 MR. MARR: Your Honor, they're all on the 15 board minutes up at the top. They'll probably become an 16 exhibit. 17 BY MR. JONNA: 18 Q. Did you find the board to be transparent 19 during that time? 20 MR. COUGHLIN: Objection vague. 21 MR. LAHIRI: Objection vague. 22 THE COURT: That's a little vague. Why don't 23 you ask a more specific question. 24 MR. JONNA: Sure. 25 BY MRR. JONNA O: U G H D R A F T 26 Q. Were you getting enough -- were you given 27 adequate information during board meetings? 28 MR. COUGHLIN: Objection vague, broad.
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1 MR. LAHIRI: Join. 2 THE COURT: Well, what's the rest of the 3 question? 4 BY MR. JONNA: 5 Q. Okay. Well, how would you compare the amount 6 of information you were given in the 2013-2014 term 7 during board meetings with your prior terms? 8 A. It was okay. Nothing out of the usual. 9 Q. And how was the NMA's focus on members 10 services during the 2013-2014 term? 11 MR. COUGHLIN: Objection. Overbroad. 12 THE WITNESS: There was -- 13 MR. COUGHLIN: It's overbroad. It's vague. 14 MR. JONNA: Okay well you just -- 15 THE COURT: No, no, he's comparing the first 16 term to his second term. He said the first term that 17 the services were excellent. You can answer that. 18 THE WITNESS: We were losing members and even 19 in the board, we, we brought it up that why we losing 20 member, why -- why all of our member are leaving, so 21 there was a question that came in and I brought it up a 22 couple of times to why are we losing member, why we 23 cannot get more member, why we cannot get more programs 24 in the place. 25 BY MRR. JONNA O: U G H D R A F T 26 Q. And do you have an opinion as to why that was 27 happening? 28 A. You know what? You know, each one has his own
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1 opinion. You know, I know we wouldn't -- we weren't 2 doing a lot of programs because that's where our core 3 business, we have to give our members something so they 4 can stay with it, and a lot of our program -- we never 5 met, I mean, to be honest, I brought it a couple of 6 times to the board. The chairman of the endorsement 7 committee, he didn't even meet one time, I mean, I was 8 given not officially, but a cochair, but just not 9 officially, not on the paper, you are a cochair, but we 10 have never met me and the chair, not even one time 11 except I brought -- I tried to bring a program for a 12 coffee from Las Vegas so we met on that time but it 13 didn't go anywhere. 14 Q. You're talking about the endorsement 15 committee? 16 A. Yes. 17 Q. It met one time? 18 A. Yes. 19 Q. Okay. And have you ever heard of a smear 20 campaign by Samir Salem or Arkan Somo? 21 A. I have not, sir. 22 Q. Okay. And by the way do you know Mr. Salem, 23 Mr. Zetouna, Mr. Somo? 24 A. I know everybody in this room because actually 25 Mark RArabo Ohis wifeU is Grelated H to my D mom andR Amir A Oram F T 26 is related to the family. I know Arkan through all 27 these years in San Diego. Samir I only went out with 28 him one time for dinner in Sacramento and I ended up
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1 paying for the dinner. 2 MR. LiMANDRI: Move to strike as 3 nonresponsive. 4 THE WITNESS: We were -- we were on the 5 business of NMA with -- with Auday and there was alcohol 6 involved and I did not wanted the association to pay for 7 the alcohol. So I end up to pay it from my own pocket. 8 BY MR. JONNA: 9 Q. Okay. So how would you compare your 10 relationship with the two groups? 11 A. I -- I -- I don't talk to Samir. I see Arkan 12 in a political when he has an event, I see Mark sometime 13 at the university club and we always call each other 14 brothers, me and Mark. He always call me brother Mark, 15 I always call him brother Mark. 16 Q. How -- 17 A. Amir, I see him sometime, he visited us at the 18 store because he has a store closer to one of my stores. 19 Q. Okay. How often did the NMA board meet in the 20 2013-2014 term? 21 A. We didn't meet a lot, and that was one of the 22 things maybe once or twice. 23 Q. Who was the chairman if you recall? 24 A. Bashar Ballo was the local chair and Amad 25 AttishaR was O the stateU chairG atH that Dtime, RI believe A. F T 26 Q. And who usually made motions at the NMA board 27 meetings? 28 A. That's what I had also issue with because the
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1 chairman should not make a motion, nor should he vote, 2 because all of my other association that I sat on, the 3 chairman never make a motion and never vote unless he's 4 a tie broker and I told that to the board, don't make 5 it, let somebody else make it because you come in 6 more -- more good if somebody look at that minute, the 7 chairman is always making a motion. 8 Q. So it was your experience that the chairman 9 was always making the motions? 10 A. Yes. 11 Q. And when you were on the NMA board, did you 12 know that Mark Arabo had a personal expense account? 13 A. I did not know that, sir. 14 Q. And he claims he could have used the NMA 15 credit cards to purchase personal items like groceries 16 for his home or other personal goods, were you aware of 17 that? 18 A. I did not know that, sir. 19 Q. What was your understanding as to what 20 expenses Mr. Arabo was entitled to be reimbursed for? 21 A. Well, as a -- as a president or for not for 22 profit from what I deal with, if a chairman has a credit 23 card, it has to be only if he taking a customer or if 24 he's taking a client or if he take for a board meeting 25 for lunchesR O or ifU he travelingG H to Sacramento D R or Aif he F T 26 traveling to somewhere else for the business of NMA, 27 that's what my understanding of a credit card. I have 28 one, I have actually two, three of them from my
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1 businesses but I don't use it for my own personal. Only 2 if I am taking a bank or somebody else. 3 Q. Do you know Jesus Cardenas? 4 A. I'm sorry? 5 Q. Do you know Jesus Cardenas? 6 A. Yes. 7 Q. Do you know if he did any work for the NMA? 8 A. I don't know what he did and what he did not, 9 but I used to see him -- I saw him when Auday -- I think 10 he was part of when Auday Arabo ran for an office one 11 time ago. He was part of his campaign. 12 Q. Okay. And did you ever discover that the NMA 13 was paying him around $600,000 over a 2-year period? 14 A. I have not, sir. I have no knowledge of that. 15 MR. COUGHLIN: Objection. Assumes facts not 16 in evidence, Your Honor. 17 MR. JONNA: But it's an admission. I mean, 18 Cardenas already admitted that. It's -- 19 MR. COUGHLIN: Well -- there's no evidence of 20 that, Your Honor, assumes facts not in evidence. 21 MR. DOWLING: Cardenas isn't a party. 22 MR. JONNA: Well, the quell is are you aware 23 of that. 24 THE COURT: Well, in any event he doesn't know 25 anythingR aboutO itU is whatG he Hsaid . D R A F T 26 BY MR. JONNA: 27 Q. Would you have wanted to know that, sir? 28 A. Of course because I'm a board member and this
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1 is not for a profit and I'm a member and we have taken 2 an oath to protect the NMA. I mean, Mark made us swear 3 to protect the NMA, so if -- 4 THE COURT: And that answer may stand assuming 5 that there's some evidence of all this. 6 MR. JONNA: Right. 7 THE COURT: He doesn't really know. We're 8 assuming that this happened but we'll see what the 9 evidence shows. 10 MR. JONNA: It's undisputed, Your Honor. 11 MR. COUGHLIN: Well -- 12 BY MR. JONNA: 13 Q. While you were on the NMA board? 14 MR. LiMANDRI: We'll make an offer of proof 15 the witness testified under oath he received that money. 16 Jeez. I'm sorry, Your Honor. Go ahead. 17 BY MR. JONNA: 18 Q. While you were on the NMA board -- 19 THE COURT: Wait a minute. "Jeez"? I didn't 20 learn that one in law school. 21 MR. LiMANDRI: I'm sorry, Your Honor. 22 THE COURT: Okay. 23 MR. LiMANDRI: It's just that they're aware of 24 the testimony and they're acting like we're making 25 thingsR up , Obut I'Um sorry G. H D R A F T 26 THE COURT: Go ahead. 27 BY MR. JONNA: 28 Q. While you were on the NMA board, were you ever
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1 informed of any outside business dealings between 2 Mr. Arabo and Mr. Attisha? 3 A. No, sir. 4 Q. Were you aware that Mr. Attisha, Mr. Ballo and 5 Mr. Arabo partnered to buy Seau's restaurant? 6 A. No, sir. 7 Q. Were you aware that Mr. Attisha gifted a house 8 to Mr. Arabo? 9 A. No, sir. 10 Q. Were you aware that Mr. Attisha sold a share 11 of lieu lieu's markets to Mr. Arabo? 12 A. No, sir. 13 MR. COUGHLIN: Again, Your Honor, just a 14 belated objection. Assumes facts not in evidence, so -- 15 THE COURT: Again, we'll see what the evidence 16 shows but these are all things he didn't know anything 17 about and whether they existed or they didn't, other 18 people can come through. 19 MR. COUGHLIN: Yes, Your Honor. 20 BY MR. JONNA: 21 Q. When you were on the NMA board were you ever 22 told that the NMA books were audited? 23 A. Yes. 24 Q. Do you remember who told you that? 25 A.R IO think U we were G in Ha board Dmeeting R and Athey F T 26 said they been audited. 27 Q. Okay. Are you familiar with the auditing 28 process?
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1 A. Yes, sir, I go through that. 2 Q. How so? 3 A. One of my company, we get money from NIH, 4 national institute of health, and when we reach 750,000, 5 we are automatically bound by the rules that we have to 6 audit ourselves. The government does not audit us. So 7 we hire a third party. We go to leaf on call CPA firm, 8 law firm, CPA. They come and they spend one week in our 9 facility, 40 hours or from 9:00 o'clock till 5 o'clock 10 for one week and we pay them $11,000. They go through 11 all our books, the whole year, and we pretty much, we 12 stop doing anything and everything for people, just 13 waiting for them to send us an e-mail and tell us what 14 they needed from us, what kind of paper, all the check 15 that we have written for 365 days w E give it to them, 16 they take them two three weeks to go through all that 17 information and then they come in with the finding. 18 They meet with the board. They meet with us and they 19 tell us what they found yes or no and then they send 20 that to the government and let them know if they found 21 everything -- anything or everything. We go through 22 that every year as long as we reach that 750. Our other 23 company, sister company, it is not for profit. It's a 24 501 (c) (3). They go through that every year because 25 they Rexceeded O 750 U -- overG $ 4 Hmillion D every R year Afrom F T 26 American Heart Association, NIH, and a few other 27 government, and the DOD too. 28 Q. Did that ever happen at the NMA?
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1 A. When they tell you. 2 MR. LAHIRI: Objection. Objection, 3 Your Honor, vague. 4 THE WITNESS: I -- 5 THE COURT: Well, what -- 6 BY MR. JONNA: 7 Q. Did an audit of that nature every happen at 8 the NMA while you were on the board, sir? 9 A. I do not know but when they tell you they are 10 audited, that's -- that's what comes to my mind. Also, 11 when the bank tells me they want a certified financial 12 audited, that's what it mean. You know, whenever the 13 bank ask you for certified financial audits to give you 14 a loan, that's what it means. You cannot audit 15 yourself. You have to hire a third party and audit it. 16 Not even your own CPA can audit you. You're not 17 supposed to. 18 Q. Right. When you were on the NMA board in 19 2013-2014, what was your understanding as to whether the 20 NMA needed to purchase food for the office? 21 A. Can you elaborate, what kind of food? 22 Q. Okay. How about for board meetings? When you 23 were present at board meetings how -- was -- 24 A. For lunches? 25 Q.R RightO. U G H D R A F T 26 A. Lunch. Whenever there was lunch from the 27 Chaldean, they used to give us to us free, I mean, 28 that's what the guy who used to go and bring us lunch, I
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1 used to -- he used to tell me you're a friend, one of my 2 friend has a restaurant and he used to say I went to 3 your friend and he give us lunch for free. 4 Q. Was food ever donated to the NMA from 5 suppliers? 6 A. Food in which way, sir? 7 Q. Food or drinks that were -- 8 A. Drink, yes, we get drink because we -- they 9 are our board member, like Pepsi or liquor company. 10 There was always stuff at the board. 11 Q. Okay. Can you please pull up Exhibit 356. 12 THE COURT: So let me understand. You're 13 saying that to your knowledge when there was food or 14 beverages at a meeting, it wasn't NMA buying it, it was 15 members donating it? Is that right? 16 THE WITNESS: Well, when you get a Pepsi or a 17 Coke or all these kind of stuff or ice cream, because 18 all of these are -- all of these vendor are part of our 19 association, my understanding was all this comes in free 20 to us. And the food when they used to bring food from 21 Arabic restaurant was given to us for free too. 22 THE COURT: Okay. 23 MR. JONNA: Can you please enlarge the first 24 check on the top left. 25 BY MRR. JONNA O: U G H D R A F T 26 Q. So in discovery in this case we received a 27 copy of this check from the NMA to Nathan Fletcher 28 political campaign dated October 21, 2013. You were on
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1 the board at this time; isn't that right, sir? 2 A. Yes. 3 Q. Did you know about this expenditure before it 4 was issued? 5 A. No, sir. 6 Q. Did you learn about it later? 7 A. Yes, I learned about it later, but to my 8 understanding NMA never give more than 25 to $3,500 9 per -- per official or city council or a mayor or 10 anybody because they used to throw a party or like a 11 campaign party, and us, the board member, we used to 12 donate to that, but I have never, you know, never seen 13 this check, you know, never saw them given. And I'm 14 questioning why would you give anybody a $100,000? Why 15 would you give anybody a $100,000? 16 Q. So the board never voted on that? 17 A. No. 18 Q. Okay. Can you please pull up Exhibit 306. 19 Okay. So these are board meeting minutes for 20 a meeting that took place on December 27, 2013, and 21 you'll notice that at the top it says that you're one of 22 the board members present. Let's see here. Turn to 23 page 3. 24 If you please highlight the -- the bottom 25 portionR under O paragraph U G 3. RightH there D. RSo these A F T 26 meeting minutes again are dated December 2013. 27 MR. LiMANDRI: October 2nd. 28 MR. JONNA: I'm sorry.
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1 MR. LiMANDRI: October 2nd -- 2 BY MR. JONNA: 3 Q. No, these are December 27, 2013, and it states 4 that the NMA has raised $350,000 for the Nathan Fletcher 5 campaign. And then they say they moved funds from other 6 budgets to make this possible. 7 Was this the first time that you heard about 8 the donation to Nathan Fletcher campaign? 9 A. Yes, sir. 10 Q. Were you aware that -- 11 MR. COUGHLIN: Vague as to time, Your Honor. 12 Is he talking about it now or when he was on the board 13 and -- 14 THE COURT: When did you learn about it? 15 THE WITNESS: Now. Well, actually, I learned 16 it from the attorney who told me about it last week. 17 THE COURT: Oh, so you -- at the time of this 18 meeting -- 19 THE WITNESS: No, I did not know anything 20 about it, sir. 21 THE COURT: Okay. 22 BY MR. JONNA: 23 Q. Okay. So if you turn to page 5, please. 24 Under -- please highlight G. This states that the NMA 25 made Ra 40 -yearO pledgeU ofG $2 ,500H a year D which R amounts A toF T 26 a $100,000 to the Chaldean American Chamber of Commerce. 27 Do you know if the board voted on this expenditure? 28 A. No, I don't know.
Christina Lother, CSR #8624 26
1 Q. How did you learn about this? 2 A. From the newspaper. There was an article and 3 Mr. Amad Attisha was in it. I think that article was in 4 from LA and there was a $100,000, like NMA give Chamber 5 of Commerce $100,000. 6 Q. And do you know who was leading -- leading the 7 Chamber of Commerce at that time? 8 A. No, I did not even know who he was. 9 Q. Okay. Did you ever hear that it was Amir 10 Oram's son? 11 A. After that, you know, I find out after that. 12 Q. And were you aware that the NMA was purchasing 13 flights for Mr. Oram's son from San Diego to Michigan? 14 MR. COUGHLIN: Assumes facts not in evidence, 15 Your Honor. 16 THE WITNESS: No, sir. 17 BY MR. JONNA: 18 Q. Regularly throughout 2013 and 2014? 19 A. No, sir. 20 Q. Okay. 21 A. I mean, if this was happening I think Mr. Oram 22 he should excuse himself because that's a conflict of 23 interest. 24 MR. COUGHLIN: Move to strike as 25 nonresponsiveR O, YourU Honor G. AlsoH assumes D factsR notA in F T 26 evidence. 27 THE COURT: I'll strike it for now. 28 MR. MARR: Join.
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1 THE COURT: It's not responsive to any 2 question. 3 BY MR. JONNA: 4 Q. Okay would you have wanted to know about those 5 facts, sir? 6 A. Of course. 7 Q. And why? 8 A. Because it's our duty, it's our right, because 9 we were a board member and we swear to protect it, like 10 I give you an example. If I am sitting on the area 11 planning committee in the city height and there's a 12 project coming in and I know I'm going to make money out 13 of that project, I tell the chairman so I can be not 14 part of the voting so I will not vote on that project. 15 Q. By the way, have you ever heard of the NMA 16 education foundation? 17 A. No, sir. 18 Q. Did you ever learn that there was a donation 19 made by Ron Fowler for a $100,000 for scholarships? 20 A. I heard it later, but I did not hear it at 21 that time. 22 Q. And are you aware that while you were on the 23 board, funds from that foundation were transferred to 24 the NMA to cover NMA expenses? Were you aware of that? 25 A.R NoO, sir U, I was G not .H D R A F T 26 MR. COUGHLIN: Objection. Assumes facts not 27 in evidence, Your Honor. 28 THE COURT: Well, again as before, this is
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1 information he says he didn't have. We'll see if 2 anybody else actually proved it up. 3 MR. COUGHLIN: And just for clarification, 4 Your Honor, there is no dispute that the money was 5 transferred from the foundation to the NMA. The portion 6 is that it was -- the question I think that was 7 erroneous that it was used for NMA expenses just for 8 clarification, Your Honor, of the objection. 9 THE COURT: Well, he clearly doesn't know 10 anything about it at that time and we'll see if anybody 11 else can prove up whatever happened. 12 MR. COUGHLIN: Thank you, Your Honor. 13 MR. JONNA: And that's just -- okay. That's 14 the point, I wanted to know if he knew about it. 15 BY MR. JONNA: 16 Q. Let's turn to the NMA's board meetings on 17 October 2, 2014. Can you please pull up Exhibit 307. 18 Okay. So these are meeting minutes for three 19 meetings that took place on one day on October 2, 2014. 20 If you could please highlight the people present. Do 21 you see your name there, sir? 22 A. Yes, sir. 23 Q. And do you remember attending those board 24 meetings? 25 A.R YesO, sir U. G H D R A F T 26 Q. Okay. And did you speak to anyone before -- 27 go ahead. 28 A. Shawn Kattoula, he was not in the meeting on
Christina Lother, CSR #8624 29
1 that day. 2 Q. Okay. So did you speak to anyone before the 3 meeting started? 4 A. Well, when I -- when I went in, there was a 5 chaos, a lot of people, it was noon time, and we had a 6 lot of new staffs over there, and then Mr. Oram took me 7 to the side and he talk to me. 8 Q. And what did he tell you? 9 A. He told me that we want to give him $250,000 10 and he kept on repeating that and I kept on asking him 11 the same question: Who is that? Who do you want to 12 give $250 [sic], why do you need the vote? He goes we 13 want to give it to him, and then he finally told me he 14 wants to give Mark Arabo, you know, $250 -- $250,000 15 because he works hard and we sold the building. And 16 then at that time I said okay. So it's going to be a 17 vote? It's going to be $250,000 given to Mark Arabo. 18 Q. Okay. And did you receive a copy of the NMA's 19 profit and loss statement before the vote? 20 A. No. At that time I went to my chair and I 21 grabbed the folder that they had for us and I asked one 22 of the girls, again, there was a lot of new staff member 23 and I asked her, can you please give me the profit and 24 loss from 2014, '15, '16, if you could, and then she 25 went Rand sheO didn U't come G back H and she D had Rnever A-- she F T 26 never give me that profit and loss. 27 Q. Okay. So tell us what happened next? 28 A. Next I read the folder, there was a letter
Christina Lother, CSR #8624 30
1 from a real estate broker over there. I read it and I 2 went -- I read it maybe two, three times because that 3 letter was very shameful and embarrassment, and then 4 there was a motion on the floor that we should give Mark 5 Arabo -- there was a -- there was a talk in the 6 beginning that we need to give Mark Arabo a bonus 7 because he work hard. He spend hundred of hours 8 negotiating this deal, and this deal we would have never 9 be able to make that much money if it wasn't for Mark, 10 and then we asked -- I think the chairman asked Mark to 11 leave the board meeting, to go outside so we can vote. 12 So there was a motion on the floor to approve 15 percent 13 to give to Mark on that day and there was a second after 14 that. 15 Q. Okay. And before we get to the vote, you said 16 that the letter that you read from the broker disturbed 17 you. Why was that? 18 A. Because I have sold and bought many property 19 in my life. I own building. I own 700 apartment in 20 Seattle, Washington. I have a biotech company, grocery 21 store. We own all of our building, Your Honor. Never 22 at any time, no matter how hard I negotiate, has ever a 23 broker send me a letter to my brother telling him how 24 Mark was smart, how Mark was genius, I love what Mark 25 did. R If heO -- ifU he broughtG Hus 700 Dmore, R800, thatA' s F T 26 good, and that was part of his job because he was the 27 president of the association. He should have worked 28 twice as hard to bring us $4 million. But that letter
Christina Lother, CSR #8624 31
1 was no need for it. 2 Q. And why did you approve the sale of the 3 building initially? 4 A. I -- earlier -- earlier when we -- when we 5 were talking about selling, I was against it. I did not 6 want to sell that building because as a businessman, you 7 should own your property. 10 years down the line, 8 you're going to pay off that property and you will have 9 a rent free for the rest of your life. 10 Q. And what was the reason that they told you 11 they wanted to sell? 12 A. They -- the -- the -- the general counsel, 13 Spencer Skeen, he said not for profit should not be 14 owning the property. That's one reason. The second 15 reason was that we are losing money and I ask the same 16 question can anybody tell me why -- why we are selling 17 this property. They kept on saying because we losing 18 money. We need money. We don't have any more money 19 left. So that's why I approved the sell of the 20 property. 21 Can you please turn to page 2 in the same 22 exhibit and under the executive chairman's report, can 23 you please highlight the first bull lot point. 24 Sold the building due to member complaints, 25 whichR included O theU lack G of servicesH Dand constrained R A cashF T 26 flow. Is that consistent with what your understanding 27 was as to why they sold the building? 28 A. Yes, that's what my always argument, we losing
Christina Lother, CSR #8624 32
1 money, not because we losing member, the member are 2 leaving us because we don't have enough service to give 3 them. 4 Q. Okay. Can you please turn to page 3. 5 If you could please highlight the top three 6 bullet points. 7 So it says that the motion was made by Amad 8 Attisha to give Mark a bonus. Is that your 9 recollection. 10 A. Yes. 11 Q. Okay. And it says a 15 percent of the net 12 proceeds of the building sale. Again was that what you 13 remember being said? 14 A. Yes. 15 Q. Okay. And do you remember the bonus being 16 presented as a commission based on the sale -- sales 17 price? 18 A. I'm sorry. What was the question? 19 Q. Do you remember the bonus being structured as 20 a commission based on the sale price? 21 MR. COUGHLIN: Objection vague, Your Honor. 22 MR. LAHIRI: Join. 23 THE COURT: No you can answer that if you have 24 an answer for it. 25 BY MRR. JONNA O: U G H D R A F T 26 Q. In other words -- 27 MR. LiMANDRI: He can answer it. 28 ///
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1 BY MR. JONNA: 2 Q. Go ahead. 3 A. They -- the motion was based on giving him 4 15 percent of net profit. 5 Q. Okay. And were you able to make your points 6 without interruption during that board meeting? 7 A. I spent the next -- I thought it was more than 8 an hour, but the minutes say 30 minute. I spent 30 9 minute, lonely voice, telling them why we should not 10 give Mark -- not because I don't like him, not 11 because -- I love him, you know, he's a friend of mine 12 but I said if six months earlier we were losing money 13 not having enough money, why do we have to give 210,000, 14 a bonus to our president? That's one. 15 Number two, we are not for profit. How could 16 you give a bonus for 210,000 when you are not for 17 profit? I argue so many different scenario why we 18 should not give that bonus. I think I was the loneliest 19 voice over there at that meeting for the next 45-minute 20 to an hour. 21 Q. Did you review Mark Arabo's employment 22 agreement before voting? 23 A. Yes, at one point I think Amad -- Amad Attisha 24 asked for -- Amad Attisha asked for to look at his 25 employmentR Ocontract U. AtG that H employment D contractR A stated F T 26 black and white it was written a long time ago by 27 Mr. Saad Hirmez, S-a-a-d, Hirmez, it was written, 28 Mr. Hirmez wrote in that contract in case of we sell
Christina Lother, CSR #8624 34
1 this building, we should not give -- there is no 2 bonuses, we should not give amount out of any -- any 3 profit out of that. That was one of the argument. 4 MR. COUGHLIN: I object, Your Honor. The 5 document speaks for itself and I say it misstates the 6 document. 7 THE COURT: Well, overruled. It's all right. 8 This is his understanding. 9 MR. JONNA: Right. Can you please pull up 10 Exhibit 335. 11 BY MR. JONNA: 12 Q. So -- 13 MR. JONNA: Page 3, please. 14 BY MR. JONNA: 15 Q. This is the Mark Arabo's employment agreement. 16 I want to look at section 5, you can highlight section 17 5. 18 The very bottom it says depreciation and/or 19 any profit realized from sale of real estate shall not 20 be included in the net profit calculation for purposes 21 of determining employee's bonus. Is this the provision 22 you were referring to, sir. 23 A. Yes, sir, Spencer Skeen, our general counsel, 24 read it loud two times. 25 Q.R OkayO. UAnd section G H3 -- actually D ,R hold Aon a F T 26 second. Section -- point 4 says employee's bonus shall 27 never exceed 100 percent of the prior year's salary. 28 Did you guys discuss that provision as well?
Christina Lother, CSR #8624 35
1 A. Yes, I did that, sir, and I argued the point 2 even if we give him a bonus we should not be more than 3 what it -- what is the salary. 4 Q. And at the very top actually it says if the 5 corporation achieved a net profit of 50,000 or Moore the 6 corporation shall pay employee a bonus as follows, did 7 you get a chance to look at the financials to determine 8 if there was a net profit? 9 A. We were losing money. 10 Q. Okay. And what was the reason why they 11 proceeded with the -- with the vote and the bonus 12 despite these clear provisions? 13 A. I never understood that. And I also -- one of 14 my argument was to the board member, what if you sell 15 your liquor store and you made $200,000. Would you give 16 your manager 50,000 bonus? Would you give him $20,000 17 bonus? Nobody could answer that. And I told everybody 18 that what we're going to do is going to hurt us in the 19 future. This is going to come back and haunt us. We 20 should not do that and I kept on -- and then while I was 21 talking, one of the board members -- one of the board 22 member kept on making another motion. I stopped him 23 three time. I told him what are you doing making 24 another motion? There is already a motion on the floor. 25 And heR kept O on, IU want Gto make H another D motion R, andA I sayF T 26 what are you doing, sit down, you know, we have a motion 27 on the floor. You cannot make two, three motion. Even 28 the chairman stopped him one time. He told him stop it.
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1 There is a motion on the floor. 2 Q. Who was that gentleman that -- 3 A. Rad Attisha, R-a-a-d. 4 Q. Okay. Did you get the sense they just wanted 5 to stop the discussion? 6 A. Yes. 7 MR. COUGHLIN: Objection. Calls for 8 speculation, Your Honor. 9 MR. MARR: Join. 10 BY MR. JONNA: 11 Q. What was your impression of why they were? 12 THE COURT: He may answer. 13 THE WITNESS: My impression was they -- there 14 was chaos, there was motion on top of motion which is we 15 should not have that. My impression was pretty much the 16 decision was already made to give the bonus. That's 17 my -- that's my personal opinion. 18 BY MR. JONNA: 19 Q. Can you please turn back to Exhibit 307, page 20 539. There's -- yeah, I'm sorry, it's the second -- 21 it's also page 1. It's the second meeting minutes for 22 the day. The Bates stamp is 539 on the bottom, so 23 it's -- 24 THE CLERK: I'm sorry, Your Honor. 25 R THEO COURT U: WhichG oneH are weD looking R atA? F T 26 MR. JONNA: I'm sorry we're on Exhibit 307. 27 THE CLERK: 307 thank you. 28 MR. JONNA: We're on the fourth page. Yes.
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1 Fourth page. So look at the top. 2 BY MR. JONNA: 3 Q. This is the second of three meetings for the 4 day. Same day, October 2, 2014. By the way, do you 5 know why there were three meetings on one day? 6 A. Because we -- we did not have any meeting all 7 year long and we end up doing three meeting, plus we 8 took a break in between these meeting. We took a break 9 in between one meeting I think 10-minute and then 10 another, another. 11 Q. Okay. And again -- 12 A. And to be all honesty, I did not want to give 13 that bonus, not because anything, but because it was 14 right, we didn't have money, and I also after the 15 meeting, I went in and I saw Mark in the kitchen, I 16 shook his hand and I told him I'm sorry I did not vote 17 for you to give you the bonus because this is going to 18 come back and haunt you and haunt us. Mark said -- Mark 19 told me, don't worry, brother, we are one happy family. 20 Q. Okay. So that was after all three meetings 21 or -- 22 A. No after the first meeting. 23 Q. Okay. Thank you for clarifying that. So then 24 we go to the second meeting and it says you're present 25 againR? O U G H D R A F T 26 A. Yes. 27 Q. Is that your recollection? 28 A. Yes.
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1 Q. Okay. And if you turn to the next page. 2 Towards the -- let's see. 3 MR. LiMANDRI: The middle. 4 MR. JONNA: Hold on a second. Yeah. So is 5 that page 2? Actually on the top, you see if you 6 highlight the section that says Mark, please. 7 BY MR. JONNA: 8 Q. It says I have personally paid for all the 9 travel expenses of myself and the bishop and clergy that 10 have traveled with me. 11 Now we're talking about the 38,000 expense 12 reimbursement do you recall that? 13 A. Yes, I do. 14 Q. And do you remember that being stated by 15 Mr. Arabo? 16 A. Yes. 17 Q. And the board ultimately approved the motion 18 to reimburse those travel expenses. Is that your 19 recollection? 20 A. Yes. 21 Q. Okay. And what do you remember about that 22 issue, sir? 23 A. I argue about that one, why we should not give 24 it, because I told everybody we are not a Chaldean 25 associationR O. We Uare NeighborhoodG H Market D AssociationR A . F T 26 Our members are Latin, our member are Indian, Pakistani. 27 Our members are Asian. What if there is another problem 28 in another company affect one of our member, can we also
Christina Lother, CSR #8624 39
1 justified traveling and all that? 2 And I was against voting on that one. But 3 when I heard that Mark paid it -- paid it from his -- 4 from -- from his own pocket and the bishop and the 5 priest who went with him a few times to Washington, and 6 I said, you know what -- what he should -- he should 7 have it. 8 Q. Okay. So you were under the impression that 9 he actually paid for those funds out of his own pocket? 10 A. That's what he said. 11 Q. Okay. And if you were informed that that was 12 not the case, that he, in fact, used the NMA credit 13 cards, would you have still voted the same way? 14 A. Doesn't make any sense paying him twice, 15 right? 16 Q. Right. Okay. So can we take a look at the 17 next page, please. Actually, two pages down. The very 18 top, can you highlight the first bullet point. It 19 says -- Mark says we are spending a lot less because we 20 have been in survival mode the past four years. 21 Is that your understanding of the state of the 22 NMA at that time? 23 A. Yes. 24 Q. Okay. And after this vote, sir, did you stay 25 on theR NMA Oboard ?U G H D R A F T 26 A. After that, no, I left. I -- I didn't go 27 back. I did not run for the other election. Some of my 28 peers had a phone call from the board asking them to run
Christina Lother, CSR #8624 40
1 back again. I did not get any call and I did not want 2 to go back again. I felt -- I felt that we failed the 3 member. We didn't do a good job for them. We swear to 4 protect the money and this money doesn't belong to us. 5 We had -- and we were losing money. It's not like our 6 organization was a profitable one million or two million 7 dollar. We were losing money. 8 Q. Okay. 9 MR. JONNA: Thank you, sir, that's all the 10 questions I have at this time. 11 THE WITNESS: Thank you. 12 CROSS-EXAMINATION 13 BY MR. MARR: 14 Q. Good morning, Mr. Kassab. My name is Geoffrey 15 Marr, I represent defendant Amir Oram. There's some 16 other people here that represent the other defendants. 17 They'll probably have some questions for you as well? 18 The first question I have were you contacted 19 by anybody about your testimony today? 20 A. Yes. 21 Q. Okay. And who was that? 22 A. I had a call -- I got the subpoena. I had a 23 call from my -- the attorney, and I also had a call a 24 long time ago from Arkan asking me if I -- if I could 25 testifyR to Othe truthU ofG what Hhappened D on thatR date A. F T 26 Q. Okay. And when you were referred to the 27 attorneys, are you referring to either Mr. LiMandri, 28 that's --
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1 A. Both of the gentlemen, Mr. Paul and -- 2 Q. Did you meet with them at some point? 3 A. Yes, I did, sir. 4 Q. Okay. And when was that? 5 A. I met with them twice. I met with them last 6 week, I believe, for 30-minute, and I met with them 7 couple of weeks earlier for about an hour and a half, 8 sir, at their office in Rancho Santa Fe. 9 Q. Okay. And based on the documents and the 10 testimony that you provided this morning, was the 11 substance of those discussions with them before today's 12 testimony the same? 13 A. Yes, sir. 14 Q. Okay. And I'm not implying anything improper 15 here, were you at any time suggested -- or was it 16 requested by -- by those counsel that you testify in any 17 particular way? 18 A. No, sir. 19 Q. Okay. Thank you very much. 20 A. You're welcome. 21 Q. You testified that you had a lot of experience 22 with other nonprofits; is that correct? 23 A. Yes, sir. 24 Q. And what's the span of time, like the range of 25 yearsR that Oyou hadU experience G H with otherD nonprofitsR A? F T 26 A. One particular one was area planning 27 committee, advisory board for the City of San Diego. I 28 stayed there for 16 years. And one more other one, my
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1 brother, I set it up that 501C, I was involved in it 2 from the day one, when it was an idea, and we created 3 it. It's California Medical Innovation. That's my 4 brother is the president and CEO. 5 Q. Okay. 6 A. And that other one that I know about. 7 Q. Okay. And on -- on those particular 8 nonprofit -- 9 A. Oh, and one more. I sit now on the -- on the 10 board of trust deed for the museum of man. That's also 11 not for profit at the Balboa park. 12 Q. Okay. And I think you partially were going to 13 answer my next question is: Do you -- do you sit either 14 presently or in the past as a board member for all of 15 those nonprofits? 16 A. Yes. Now I sit on the museum of man. I left 17 2016 from the area planning after 16 years being over 18 there. 19 Q. Okay. And as part of that, did you gain 20 knowledge or experience relative to what board members 21 are required to do? 22 A. Yes. 23 Q. Okay. And generally, what is your 24 understanding a board member is supposed to do? 25 A.R ToO protect U the G membership H , Dto protect R theA - -F T 26 to protect the member, to work hard, and put their time 27 honestly and do whatever it takes, you know, to be there 28 at the meeting and do everything else in their power.
Christina Lother, CSR #8624 43
1 Q. Okay. And let me -- let me be a little bit 2 more specific. Have you ever heard of the terms "duty 3 of loyalty" or "duty of care"? 4 MR. JONNA: Objection calls for a legal 5 conclusion. 6 THE COURT: He's just asking if he's heard of 7 it. 8 THE WITNESS: No. 9 BY MR. MARR: 10 Q. Okay. Has anybody ever explained to you what 11 responsibilities a board member has? 12 A. No, sir. 13 Q. Okay. Do you have any understanding yourself 14 about what a board member should -- should do or not do? 15 A. Yes, the board member should be informed about 16 what's going on, the president and the chairman of that, 17 he should explain all the rules and all regulation to 18 the membership. 19 Q. Okay. 20 A. Like -- like, for example, like now next week 21 I'm going to have an orientation with the museum of man. 22 I'm going to be spending maybe four, five hours 23 orientation. They're going to tell us all the board 24 rules, all -- all the legal document, everything that 25 has toR do withO theU organization G H. D R A F T 26 Q. Okay. And -- and thank you for that answer. 27 With regard to the responsibilities of a board member, 28 do you think that those responsibilities are generally
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1 equal among all board members? 2 MR. JONNA: Objection. 3 THE WITNESS: Should be, but the president and 4 the chairman has more responsibility because that's why 5 he's a chairman, and the person who has endorsement 6 committee, he has more responsibility also. All it 7 depends where you are on the board. 8 BY MR. MARR: 9 Q. Right. But -- but as a board member, do you 10 have an equal say and an equal vote among all other 11 board members that are similarly situated, correct? 12 A. Yes, sir. 13 Q. Okay. So would you agree with the proposition 14 that as a board member, you also have the same or 15 similar responsibility as any other board member that 16 sits on the board? 17 A. Yes, sir. 18 Q. Okay. And so as a board member do you believe 19 that you have a duty of investigation if you do not have 20 answers -- or if you do not have answers either being 21 provided to you by the executive chairman or some other 22 NMA staff member? 23 MR. JONNA: Objection. Compound. Calls for 24 legal conclusion. Vague and ambiguous. 25 R THEO COURT U: WellG, heH's asking D for R his personalA F T 26 philosophy, not a legal conclusion as I understand it. 27 You can answer. 28 MR. MARR: That's correct, Your Honor.
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1 THE WITNESS: 2 THE COURT: You can answer that. 3 THE WITNESS: Yes. 4 BY MR. MARR: 5 Q. Okay. So you had testified that you went to 6 several board meetings; is that correct? 7 A. We had on 2014, we did not have any board 8 meeting we only had the board meeting, the one that -- 9 the one that was a sale of the property and the bonus. 10 Q. All right. Well, let's talk generally for a 11 second. So you served for two years as a board member, 12 right? 13 A. Yes. 14 Q. And so if you had questions or needed 15 documents, you had the right as a board member to 16 request them, correct? 17 A. Yes. 18 Q. So -- so even if somebody such as an NMA staff 19 member didn't provide those to you, you could still 20 request them, correct? 21 A. Well, I went to the -- to them and I asked 22 them. I ask for -- on that day I ask for a financial so 23 I can make the right decision, and I was never given 24 one. 25 Q.R WellO, wereU you G specifically H D denied R that A F T 26 document by Mr. Arabo? 27 A. She went and she talked to him on that day. I 28 saw her whisper in his ear. I didn't get anything.
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1 Q. Okay. Okay. That's not my question and so 2 let me try and rephrase it a little bit. 3 Do you know whether Mr. Arabo specifically 4 stated to the NMA staff person not to provide you that 5 information. 6 A. I did not get the paper. I saw her going to 7 him and asking him in his ear and I did not get it. 8 Q. Okay. So -- so you can't say one way or the 9 other whether Mr. Arabo said don't give it to him. You 10 simply didn't get it; is that right? 11 A. I did not get it. 12 Q. Okay. A similar question for Mr. Attisha: Do 13 you know whether Mr. Attisha instructed NMA -- any NMA 14 staff member not to provide you with any documents that 15 you requested? 16 A. No. 17 Q. Okay. You had testified as well that -- let 18 me strike that. 19 You obviously would sit from time to time in 20 annual board meetings; is that correct? You 21 testified -- 22 MR. LiMANDRI: Well, vague and ambiguous. You 23 mean NMA? 24 MR. MARR: I'll strike that question. 25 Mr. LiMandriR O is correctU G. My Hquestions D are R at this A point F T 26 directed specifically to the NMA. 27 BY MR. MARR: 28 Q. So on occasion during the course of 2013 or
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1 '14, you would attend annual board meetings, correct? 2 A. Yeah, but I don't know if it was any -- yes. 3 Q. I'll get to the specifics in a second. 4 A. Yes. 5 Q. I'm just asking a very general question: Did 6 you sit in board meetings with other board members in 7 2013 and 2014? 8 A. Yes. 9 Q. Okay. And was it -- was it common that you 10 would also outside of those board meetings discuss 11 different topics with other members that might come up 12 at those board meetings? 13 MR. JONNA: Objection, vague ambiguous. 14 THE COURT: No you can answer that. 15 THE WITNESS: Like what kind of topic? 16 BY MR. MARR: 17 Q. Anything. Anything that might be on the 18 agenda that day. 19 Did you -- let me ask it a different way. Is 20 the only time that you ever discussed NMA business was 21 the only time that that ever occurred was during -- 22 during board meetings? 23 A. Yes. 24 Q. Okay. So you never ever spoke to any of the 25 otherR board O members U at Gany timeH other D than R in those A F T 26 board meetings about issues relative to the NMA; is that 27 correct? 28 A. I don't remember.
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1 Q. Okay. Would you have occasion to speak to 2 Amad Attisha as the executive chairman? 3 A. No. 4 Q. Okay. You would never speak to him outside of 5 a board meeting about NMA business, is that your 6 testimony? 7 A. I don't recall. 8 Q. Okay. You testified I believe that prior to 9 the board meeting that took place on October 2, 2014, 10 that Mr. Oram had approached you; is that correct? 11 A. Yes. 12 Q. Okay. And can you -- can you tell me again in 13 your own words what the discussion was that you had with 14 him? 15 A. As soon as I came in to the board, he came to 16 me and said we want to give him $250,000. 17 Q. Okay. Did -- 18 A. And I didn't understand who's give him. So he 19 had to repeat it like two three times so for me because 20 I did not know we were supposed to give him -- to give 21 anybody a bonus -- money. 22 Q. Okay. And -- and so would you -- would board 23 members prior to the board meeting occurring know about 24 what specific items were going to be discussed that day? 25 A.R IO did notU know G and Hwhen Mr .D Oram Rapproach A me F T 26 and told me this, he even told me who's going to make 27 the motion, who's going to make the second. 28 Q. Okay. And -- and --
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1 A. And they told me they wanted my vote. 2 Q. Okay. And so at that point in time -- I mean, 3 did you understand what he was talking about because you 4 seemed to be -- you -- it appeared that you did not know 5 that this was going to be an agenda item for that day; 6 is that correct? 7 A. At that second when he was telling me about 8 it, I did not understand it. Honest to God. I mean, 9 that's why I told him to repeat it two times till I -- 10 till he told me what he wants to do. They sold the 11 building and they want to give -- and they will not 12 accept anything less than 250. I mean that was we will 13 not accept anything than 250. 14 Q. Okay. But as a board member nonetheless you 15 have a right and probably a duty to make inquiry about 16 whether to vote for such compensation, correct? 17 A. Yes. 18 Q. And it was your testimony today that you did, 19 in fact, make inquiry or have discussion during that 20 board meeting about whether to award any compensation to 21 Mr. Arabo, correct? 22 A. Yes, when the -- when the -- when there was a 23 motion, I spoke. Before that, we got the package, 24 people were eating. I went and I sat on the chair and I 25 lookedR at theO package U . G H D R A F T 26 Q. Okay. What was in the package that day -- 27 A. It was -- 28 Q. -- if you recall?
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1 A. There was minute, there was a letter, there 2 was a few other stuff in it. 3 Q. Okay. Was there anything in that package 4 about awarding Mr. Arabo compensation? 5 A. I did not see it or maybe I didn't see it, but 6 I know there was a -- there was a -- there was a motion 7 on the floor. 8 Q. Okay. So at some point you guys went into a 9 closed door session; is that correct? 10 A. Yes. 11 Q. Okay. And I need probably a marker and to 12 bring up, I believe -- is it 307? 13 MR. LiMANDRI: What are you looking for? 14 MR. MARR: I'm sorry, the one that Paul had 15 from October 2nd. 16 MR. LiMANDRI: Right here. 307. 17 MR. MARR: Yeah. Thank you very much, and I 18 don't have -- if you can bring up 307. And I don't have 19 a highlighter to -- is there an extra highlighter? 20 Thank you, gentlemen. I appreciate it. 21 MR. LiMANDRI: Oh, you want a yellow 22 highlighter or -- 23 MR. MARR: No, no, no. I meant the -- 24 MR. LiMANDRI: Right, laser point. 25 BY MRR. MARR O: U G H D R A F T 26 Q. So if you could highlight that again, the 27 paragraph. So I do believe it was your testimony that 28 you were present that day, correct?
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1 A. Yes, I was. 2 Q. And that is properly noting your name, 3 correct? 4 A. Yes, yes. 5 Q. All right. And then if we can go to the 6 second page and if we could -- I don't know if you can 7 highlight all of that but if you can okay. And we'll 8 start from the top. If you need a moment to read any of 9 that or have you read this before? 10 A. Yes, I saw it before. 11 Q. Okay. So you -- if we could go down to the 12 next section where it's indented, right in here. Okay. 13 So there is discussion prior to the closed door session, 14 correct? 15 A. Yes. 16 Q. And there is discussion by Amad. He says a 17 number of things, correct? 18 A. Yes. 19 Q. And mostly those are things that support 20 potentially the awarding of a bonus, correct? 21 A. Yes. 22 Q. And then underneath it, Bashar, and I assume 23 that's Bashar Ballo, correct? You see his statement 24 right here? Bashar Ballo, do you see this? 25 A.R YesO. U G H D R A F T 26 Q. And so he's also discussing the fact that the 27 board is going to consider compensating Mark for his 28 hard work, correct?
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1 A. Yes. 2 Q. And then I see down underneath that it's Raad 3 he has also a suggestion, he makes a statement, you see 4 that? 5 A. Yes. 6 Q. And then underneath it you also see Ramzi, 7 don't you? And he makes a statement? 8 A. Yes. 9 Q. Correct? 10 A. Yes. 11 Q. All right. So before you even got in the 12 meeting, you state that Mr. Oram approached you and 13 somehow had alerted you to the fact that they were 14 considering awarding compensation, correct? 15 A. Yes. 16 Q. But you were against awarding any 17 compensation -- 18 A. Yes. 19 Q. -- from the out -- sorry. She can only take 20 one of us at a time. 21 A. I'm sorry. 22 Q. So we have to -- I know you may want to 23 anticipate my question but so that we can get a clear 24 transcript. 25 R SoO before U you G went Hinto the D meeting R, youA had F T 26 some knowledge that there was an intent to award 27 compensation, correct? 28 A. Yes.
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1 Q. And during these discussions, you further knew 2 that the other board meeting -- board members were 3 considering awarding compensation, correct? 4 A. Yes. 5 Q. However, there is nothing in these minutes 6 where you state that you were opposing any compensation, 7 correct? 8 A. There is nothing over there. What make you 9 think I did not say anything and it's not there? 10 Q. Well, you're a board member and it's your 11 responsibility to make sure that the minutes are correct 12 and if you have an objection, that should be noted in 13 those board minutes correct? 14 A. Yes. 15 MR. LiMANDRI: Objection. 16 THE WITNESS: But -- 17 THE COURT: Just a moment. 18 MR. LiMANDRI: He can't make sure minutes are 19 correct when they are not generated until the following 20 meeting and he didn't attend any following meetings. 21 It's an unfair question. 22 MR. MARR: I don't think that's an unfair 23 question at all, Your Honor. 24 THE COURT: Well, it's a bit argumentative. 25 R MRO. LiMANDRI U :G It isH. D R A F T 26 MR. MARR: But nonetheless it's his testimony 27 it wasn't in there. Okay. Whether -- Mr. LiMandri or 28 Mr. Jonna will get a chance to ask those questions on
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1 redirect. 2 THE COURT: All right. 3 MR. LiMANDRI: Well, my objection is best 4 evidence rule. The document speaks for itself. 5 THE COURT: Let's move on. 6 MR. MARR: All right. Thank you. 7 BY MR. MARR: 8 Q. So you also testified, I believe, that once 9 you went into the closed door session, there was further 10 discussion, correct? 11 A. Yes. 12 Q. Okay. And how many people were in that closed 13 door session? 14 A. It was everybody on the board except our staff 15 and Mark. 16 Q. And roughly how many people would that be, 10, 17 12? 18 A. Maybe more than that. Maybe 17, 18 people, 20 19 people. 20 Q. Okay. So you -- I'm sorry. You all get 21 around a big table and talk it out, right? 22 A. Yes. 23 Q. And that's how you conducted all board 24 meetings, correct? 25 A.R YesO. U G H D R A F T 26 Q. And that's how you conducted all closed door 27 meetings, correct? 28 A. Yes.
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1 Q. So all board members had an equal say and an 2 equal vote, correct? 3 A. Yes. 4 Q. Okay. So after the board meeting went into 5 closed door session, was it at some point suggested that 6 Mr. Arabo should receive compensation based on a 7 percentage of the net proceeds of the sale of the 8 property? 9 MR. JONNA: Objection asked and answered. 10 THE COURT: Overruled he can answer that. 11 THE WITNESS: It was over not the net, but the 12 net after minus all of the other expense, like whatever 13 the bank note and something like that was. 14 BY MR. MARR: 15 Q. Right I think -- I think we're all in 16 agreement on that if compensation was potentially going 17 to be awarded, it was going to be based on a percentage 18 of the net proceeds; is that correct? 19 A. Yes. 20 Q. Okay. And who brought that up, if you recall? 21 A. The maker of the motion. 22 Q. Okay. Do you recall who the maker of the 23 motion was? 24 A. Amad. 25 Q.R OkayO. USo -- Gso was H there anyD other R A F T 26 discussions or any other suggestion by any other board 27 member as to whether Mark should get some type of 28 compensation, even if it wasn't 250 or 210, was it
Christina Lother, CSR #8624 56
1 discussed during this board meeting amongst all the 2 board members what that compensation, if any, should be? 3 A. We went and we end up talking about why we 4 should not -- I was the one who was kept on saying why 5 we should not give it, why we should not do this and I 6 even brought it in one time, okay, we can't give him 250 7 when his bonus. How about 150? How about 170? So I 8 brought so many scenario into this to be able to tell 9 them that you cannot do that, but they -- everybody 10 insisted on 200 and something. 11 Q. So let me make sure I understand your 12 testimony. So it was suggested before the meeting 13 started that it should be a set amount of 250,000, 14 correct? 15 A. Yes. 16 Q. And once you got into the closed door session, 17 was there discussion amongst all the board members about 18 the possibility that it could be different amounts? 19 A. No. 20 Q. Not just the 250 but a different amount? 21 A. No. 22 Q. Nobody ever said it could be any other number, 23 even a dollar? 24 A. I brought that up. 25 Q.R WellO, thatU's Gthe - -H I'm sorry D, mayRbe I'Am F T 26 confused and I'm not trying to be argumentative with 27 you, I want to make sure I understand your testimony. 28 Did any other board member other than you
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1 suggest any other amount be paid to Mr. Arabo other than 2 $250,000? 3 A. No. 4 Q. To your recollection? 5 A. I don't remember. 6 Q. Is it because you don't remember or is it 7 because the only number that was ever discussed was 8 250,000? 9 A. Maybe it was just the 200, I don't remember 10 there was any other number out there. 11 Q. Did you -- you yourself suggest a lower 12 number, such as a $100,000? 13 A. Yes. 14 Q. So you suggested that? 15 A. I did. 16 Q. So you -- you put that potentially out there 17 for discussion amongst the board about awarding a bonus 18 but maybe not a 250,000 thousand dollars bonus; is that 19 correct? 20 A. I put it out there just so I can understand 21 why everybody wants to give him 210,000, 250,000. 22 Q. Okay. Do you recall if Amir Oram had made a 23 suggestion that the amount of his bonus should not 24 actually be $250,000 but 10 percent of the net proceeds 25 from Rthe saleO of Uthe buildingG H? Do youD recall R that A? F T 26 A. I don't recall that, sir. 27 Q. Okay. Would it be -- would you be surprised 28 if that was Mr. Oram's testimony?
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1 A. That's his testimony. I don't know. 2 Q. Okay. Okay. You just don't have a 3 recollection? 4 A. I don't have any recollection. 5 Q. Okay. Fair enough. All right. Could you 6 tell us how ultimately the board during the closed door 7 session put I guess or put on the table a motion for the 8 amount of $210,000 because you had testified they were 9 talking about 250, but ultimately the bonus that was put 10 forward as a motion and ultimately approved by a 11 majority of the board for 210,000. How did it become 12 slightly lower? 13 A. The conversation was with me and Mr. Oram at 14 that time when I came in he said 250, but when the board 15 voted it, they voted on 210. 16 Q. Do you have a specific recollection about 17 who -- which specific board member ultimately suggested 18 that it not be 250 but rather 210? 19 A. Usually the maker of the motion, he put a 20 price on it, he put a -- he make a motion with whatever 21 that he wants to pass and the second, unless there is a 22 third person wants to make a friendly amendment on that 23 motion. 24 Q. Okay. But -- and once again I'm not seeking 25 to putR words O in yourU mouthG. HI'm just D curious R whether A F T 26 you actually know which specific board member made that 27 motion to make it $210,000? 28 A. Amad Attisha the maker of the motion.
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1 Q. Is that your recollection? 2 A. That's my re -- recollection. 3 Q. Okay. 4 MR. MARR: Your Honor, I think those are the 5 questions I have. 6 THE COURT: All right. 7 CROSS-EXAMINATION 8 BY MR. COUGHLIN: 9 Q. Good morning, Mr. Kassab. 10 A. Good morning. 11 Q. My name is Sean Coughlin and I represent 12 Mr. Arabo. 13 Can you bring up 307. 14 And again these are the minute meetings [sic] 15 from the meeting where there was the vote for the 16 $210,000 bonus, correct? 17 A. I'm sorry? 18 Q. These are the minutes from the meeting in 19 which the $210,000 bonus was voted on -- 20 A. Yes. 21 Q. -- correct? 22 And you testified that you asked for 23 financials but weren't able -- weren't given them; is 24 that correct? 25 A.R YesO. U G H D R A F T 26 Q. Okay. And if you would look at the bottom of 27 the first page, you'll see there's a reference in the 28 minutes to ratifying the 2013 financials, which are
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1 presented as our tax returns prepared by Considine & 2 Considine and were Considine & Considine the CPAs for 3 the association? 4 A. Yes. 5 Q. And they were presented there at the meeting? 6 A. Yes. 7 Q. And I see that the motion passed unanimously? 8 A. Yes. 9 Q. So I'm assuming you reviewed the financials 10 that were presented at this meeting prior to voting on 11 the approval of those financials? 12 A. On that year. What I ask, I ask for prior 13 several years to make sure at how is the corporation, 14 how the not for profit is doing from 2010, '11, and '12. 15 Q. Okay. You voted on the 2013 financials that 16 were presented, correct? 17 A. Yes. 18 Q. Okay. And the CPAs were present at the 19 meeting, correct? 20 A. Yes. 21 Q. Did you ask the CPAs how -- what the financial 22 health of the association was? 23 A. No, we did -- no, I did not ask. 24 Q. Okay. And these meeting minutes are from -- 25 can youR bring O that U down G. These H meeting D minutes R Aare fromF T 26 the state board, correct? 27 A. Yes. 28 Q. Okay. And there's also a San Diego board,
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1 correct? 2 A. Yes. 3 Q. Okay. And there was only one -- well three 4 meetings on one day for the state board, correct? 5 A. Yes. 6 Q. Were you aware that there were four meetings, 7 for additional meetings for the San Diego board that 8 year? 9 A. I did not know. 10 Q. You also testified that -- well, let me ask 11 you this. Did -- did Mr. Arabo ever request that you 12 vote for a bonus for him? 13 A. Never. 14 Q. Okay. And you testified that Mr. Oram went 15 out to the store to campaign for votes. Was there any 16 prohibition in the bylaws against a candidate 17 campaigning for votes? 18 A. No, absolutely not. 19 Q. Can you bring up 335, please. 20 And I think you testified that you had seen 21 this agreement before, correct. 22 A. Which one is that, sir? 23 Q. This is the -- Mr. Arabo's just for the record 24 2000 -- 2012 employment agreement. 25 A.R IO have Unot seen G it ,H but it Dwas readR in Afront F T 26 of me at the board of director, I have not seen his 27 contract. 28 Q. Okay. You testified earlier very in much
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1 detail about very specific pro visions about the 2 contract? 3 A. Yes, because that's the -- that's the 4 paragraph where Spencer Skeen read it out loud to 5 everybody. 6 Q. Okay. 7 A. And Amad -- and Amad Attisha. 8 Q. All right. 9 A. At that meeting. 10 Q. Okay. Can you go to page 2, please. And if 11 you look at section four under compensation. My 12 understanding is that you were not aware that 13 Mr. Arabo's employment agreement -- can you go up two 14 more? Go to the first paragraph under section 4. You 15 were not aware that Mr. Arabo's employment agreement 16 called for a $27,000 personal expense account, correct? 17 A. No, sir. 18 Q. Okay. But you had never actually reviewed his 19 employment agreement, that's correct? 20 A. No, sir. 21 Q. Okay. 22 MR. LiMANDRI: The record is not clear. You 23 said is it correct and he said no, so -- 24 MR. COUGHLIN: Well, thank you for that. What 25 a gentlemanR O he isU. G H D R A F T 26 BY MR. COUGHLIN: 27 Q. You had never reviewed actually even prior to 28 today, you have never reviewed Mr. Arabo's 2012
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1 employment agreement? 2 A. No, sir. 3 MR. LiMANDRI: Is that correct? Yes, sir. 4 BY MR. COUGHLIN: 5 Q. ; is that correct? 6 A. Yes, sir, that's correct, I have not. 7 Q. You testified earlier also about food being 8 provided at the board meetings; is that correct? 9 A. Yes. 10 Q. And were you aware that the NMA also provided 11 food for its employees on a regular basis? 12 A. I heard about it too. 13 Q. Right so that would be -- as a benefit to the 14 employees, the refrigerator was regularly stocked with 15 food for the employees? 16 A. There was a refrigerator. There was a lot of 17 food in it all the time. 18 Q. Right and the purpose was to make the 19 employees more productive because they wouldn't have to 20 go out for lunch? 21 A. Sure. 22 Q. Okay. And I think you testified -- and maybe 23 it was just a misstatement on your part that at -- you 24 had requested the minute -- the financials for 2014, 25 2015,R and 2016O? U G H D R A F T 26 A. No, I -- I made a mistake on that one. I 27 was -- I was going earlier, '11, '12, you know, before 28 that, '10, '11, '12.
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1 Q. I assumed it was a mistake but I just wanted 2 to clarify your testimony on that. 3 A. Yes, yes, it was a mistake. 4 Q. Because if it was 2014, obviously -- 5 A. Yes. 6 Q. -- we didn't have the financials for 2015 yet. 7 A. You're right. 8 Q. Okay. Did you know Mr. Arabo was opposed to 9 the sale of the Friars Road property? 10 A. I did not know that, sir. 11 Q. Okay. And you stated earlier and I think it's 12 fairly clear from your testimony you were the lonely 13 voice in your terms against granting Mr. Arabo a 2010 -- 14 a $210,000 bonus, correct? 15 A. Yes. 16 Q. But you were in favor of granting him a 17 $100,000 bonus? 18 A. Yes. 19 Q. And so all of the other board members were in 20 favor of granting Mr. Arabo a bonus except for you? 21 A. Yes. 22 Q. Okay. And I'd like you to go to -- and again 23 I think -- the same questions with respect to the 24 $38,000 payment to Mr. Arabo I think you said you were 25 the lonelyR Ovoice Uon that G? H D R A F T 26 A. Yes. 27 Q. Okay. And all of the other board members were 28 in favor of granting that to Mr. Arabo?
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1 A. Yes. 2 Q. And were you aware that Mr. Arabo took eight 3 to ten humanitarian trips to Washington, DC and the 4 United Nations? 5 A. Yes. We heard about it and I saw him on TV 6 too. 7 Q. Right, so if he had paid more than $38,000 in 8 connection with all of those trips, would you have been 9 in favor of reimbursing Mr. Arabo for those expenses 10 that he incurred? 11 A. I become in favor of him because he said he 12 put it from his own pocket and he paid for the none and 13 for the priest and the -- the bishop. 14 Q. And so that's my question if Mr. Arabo through 15 all those trips had paid more than $38,000 I'm assuming 16 your answer would be you would be in favor of 17 reimbursing him for those expenses? 18 A. Yes. 19 Q. You also testified that at the board meetings 20 only a few board members regularly spoke; is that 21 correct? 22 A. Yes. 23 Q. But there was no prohibition on any of the 24 other board members speaking, correct? 25 A.R AbsolutelyO U not G. H D R A F T 26 Q. And I think you testified also that only a few 27 of the board members actually made motions, correct? 28 A. Yes.
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1 Q. But there was no prohibition on any other 2 board members for making motions? 3 A. Absolutely not. 4 Q. And you did -- I know -- not at this meeting 5 but at other meetings and on other occasions had the 6 opportunity to review NMA financial information, 7 correct? 8 A. Yes. 9 Q. Okay. And did you see in those financials 10 where they reflected payments to Mr. Cardenas's firm? 11 A. I have not seen. Maybe I didn't go through 12 with detail but I did not know that they were giving him 13 $600,000. 14 Q. But you don't remember one way or the other 15 reviewing that in the financials that you were actually 16 presented with? 17 A. No, I do not remember. 18 Q. Okay. And so you were not on the board in 19 2010 when the board presented Mr. Arabo with an 20 employment agreement that included the expense accounts 21 we're talking about, correct? 22 A. I was not there, sir. 23 Q. Right, so you have no idea what the intent of 24 that board was behind the -- the expense account 25 provisionR inO that U employment G Hagreement D? R A F T 26 A. No, sir. 27 Q. And just to clarify again I'm sorry this -- I 28 might be offering you double negatives. You're not
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1 aware of what the intent was behind the board in 2 including -- in 2010 in including that expense provision 3 in Mr. Arabo's employment agreement? 4 A. I was not there and I don't know anything 5 about it. 6 Q. Okay. Thank you. 7 And when the -- when the board voted to grant 8 Mr. Arabo a $210,000 bonus, Mark was not in the room, 9 correct. 10 A. No, he was not. 11 Q. And Mr. Arabo was not able to state anything 12 either way in favor of granting the bonus; is that 13 correct? 14 A. No, he was not. He was asked to leave right 15 away before the motion. 16 Q. Okay. And you testified earlier that at some 17 point -- and maybe you ought to clarify your testimony, 18 that the NMA was losing members at some point? 19 A. Yes. 20 Q. And how many members did you believe the NMA 21 was losing and over what time period if you can just 22 give me your best estimate? 23 A. We were losing member, I don't know how many 24 exactly but I know when I was over there, there was -- 25 thereR was evenO onU the boardG talkH that D we areR losing A F T 26 members and I think we lost a bunch of group of people 27 from Northern California at one point, I don't know how 28 many people. I don't know how many members.
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1 Q. And so you were on the board from -- and I'm 2 just talking about the second term, 2013 to 2014? 3 A. Yes. 4 Q. Okay. So you're not aware of the actual 5 number if any of members that the NMA lost over that 6 time period? 7 A. No. 8 Q. Are you aware of whether or not -- I think 9 you've offered some testimony that in your opinion the 10 chairman of the board should not be allowed to vote on 11 any NMA matters; is that correct? 12 A. Yes. 13 Q. Okay. Do you know whether or not the bylaws 14 prohibit the chairman of the board for voting on NMA 15 matters? 16 A. No, just my own experience with -- with the 17 other board members, it makes it more cleaner so he 18 cannot be a bias. You know, when you make a motion you 19 become biased, promoting that motion or that item. 20 Q. But in that instance though if the bylaws 21 allowed the NMA chair to vote, obviously not allowing 22 him to vote would be a violation of the bylaws, correct? 23 A. Yes. 24 Q. Okay. And you testified earlier to some 25 communicationsR O youU had Gwith MrH. Oram D prior R to the A board F T 26 meeting in which the bonus was granted, correct? 27 A. Yes. 28 Q. Other than today, did you ever tell any other
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1 board members about that conversation? 2 A. I don't recall. 3 Q. Okay. And other than today, did you ever tell 4 Mr. Arabo about that conversation? 5 A. No. 6 Q. And who is Spencer Skeen? 7 A. I'm sorry? 8 Q. Who is Spencer Skeen? 9 A. The -- the attorney for the association. 10 Q. Okay. And whether you were a board member 11 from 2013 to 2014 is it your recollection that he was at 12 all or most of the meetings? 13 A. He was there. 14 Q. And he was there to provide legal advice to 15 the board members? 16 A. Yes. 17 Q. And when Mr. Skeen would provide his advice 18 was it your experience to rely upon Mr. Skeen's advice? 19 MR. LiMANDRI: Your Honor, I'm going to renew 20 an objection I thought we had understanding yesterday 21 that reliance on advice of counsel is not an issue in 22 this case and that question goes specifically to that 23 point. 24 THE COURT: It seems to. 25 R MRO. COUGHLIN U :G I'm Hnot aware D of thatR A F T 26 understanding. What -- 27 MR. LiMANDRI: The basis was it's not in the 28 answer, it's not an affirmative defense, and it's
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1 improper to inject it into the case at trial, and it 2 calls for hearsay on the part of Mr. Skeen as well. 3 THE COURT: Is it in the pleadings anywhere? 4 MR. LiMANDRI: No. 5 THE COURT: I'll sustain the objection if it's 6 not in the pleadings. 7 MR. COUGHLIN: And we'll reserve a right to 8 make an offer of proof on that, Your Honor. 9 THE COURT: All right. 10 MR. COUGHLIN: Thank you. 11 MR. LiMANDRI: I'll make the representation we 12 checked. It's not in the answer, and it was included in 13 a motion in limine cited for that purpose. I believe 14 the answer was attached as an exhibit. 15 MR. COUGHLIN: And just for clarification, I 16 don't think there was a specific ruling on that issue 17 either way in the motion in limine. 18 THE COURT: Well, it's an affirmative defense. 19 It's not in the answer, I'll sustain the objection. 20 BY MR. COUGHLIN: 21 Q. I'd like you to go back if we could bring up 22 307, please. In 307 again are the meeting minutes from 23 the 2014 meeting in which the $210,000 bonus was 24 granted, correct? And your testimony focused on your 25 understandingR O or Uyour positionG H in opposition D R to Aall ofF T 26 the other board members that Mr. Arabo should not be 27 compensated as a result of his services in connection 28 with the sale of the building, correct?
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1 A. Yes. 2 Q. Okay. Can we go to the second page, please. 3 So do you recall at that meeting there being other 4 reasons discussed for granting a bonus to Mr. Arabo? 5 A. Yes. 6 Q. Okay. So that the NMA had been understaffed 7 for the last three years and haven't had a VP for the 8 last three years saving approximately $300,000? 9 A. Yes. 10 Q. And do you know that not to be true? 11 A. No, it's the truth. We did not have a VP. 12 Our VP she got married and she went to -- to Detroit and 13 we were understaffed, yeah. 14 Q. All right. And so when she left, she was not 15 replaced with another employee, correct? 16 A. I'm sorry? 17 Q. When she left, she was not replaced with 18 another employee? 19 A. No she was not. 20 Q. All right. And so it was your understanding 21 that Mr. Arabo because there was nobody else had to take 22 over all of her job duties, correct? 23 A. Absolutely. 24 Q. And also do you see that the -- the board 25 consideredR Oin the U minutes G as Hreflected D in Rthe minutes A F T 26 that Mark has stepped up in many ways in the past couple 27 of years. What is your recollection of the way Mark 28 Arabo stepped up for the association in the few years
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1 before this bonus was granted? 2 A. Mark Arabo was the face for our organization. 3 THE WITNESS: Bless you, Your Honor. 4 THE COURT: Excuse me. 5 THE WITNESS: He was the face for our 6 organization. He was everywhere. He worked hard. He 7 took care of the association, and that's -- you know, 8 and when we are short, he put his hours on somebody's 9 hours too. 10 BY MR. COUGHLIN: 11 Q. And did you feel that his job performance was 12 good? 13 A. Yeah. 14 Q. Okay. And he also -- another reason given for 15 granting the bonus that was considered was that he keeps 16 increasing our level of strength in the community and in 17 the government. Would you agree with that statement? 18 A. I agree the government. I know we had -- did 19 become a very powerful organization. You know, 20 everybody knows our name. 21 Q. Right, so you would agree with that statement? 22 A. Yes. 23 Q. Okay. Can you bring up -- well, what -- is 24 there anything you specifically remember Mark doing to 25 increaseR theO standing U ofG the HNMA in Dthe community R A? AsF T 26 you sit here today. I know it's been a while. 27 A. I know he fought -- he fought the alcohol when 28 they were trying to tax single liquor from the people.
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1 So he went there and he fought it. I saw him on TV a 2 few times, so -- so I know that. And -- and I know when 3 I was at a certain event, he was there at a few of these 4 event with the police foundation and a few other stuff 5 that we both shared passion, too. 6 Q. Right, right, and I understand your testimony 7 is that not all of the members of the association are of 8 the Chaldean descent, correct? 9 A. No, they're not all Chaldean. 10 Q. But would you say it makes up a large portion 11 of the membership? 12 A. The board in San Diego, they pretty much all 13 Chaldean. Maybe we have, two, three are Asian, which is 14 are a friend of mine, the trans family, having known 15 them, but the other board are whatever that -- that 16 board is, they choose, you know, that, but, yes, the 17 majority of them in San Diego are the Chaldean. 18 Q. And same for the members, correct? 19 A. Yes. 20 Q. Okay. And did the board feel that Mr. Arabo's 21 significant efforts in humanitarian efforts with respect 22 to the plight of Iraqi Christians raised the awareness 23 of their plight and then raised the stature of the local 24 NMA? 25 A.R YouO know U, I donG't knowH. I D-- all R I know A that F T 26 my question was to the board, what if we have another 27 problem with some other cultures? Are we going to allow 28 Mark Arabo to travel thousands of mile and take care of
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1 that problem? 2 Q. All right. 3 A. I -- I tried to protect the organization as 4 much as possible from being here today. That was my 5 intention at that time. 6 Q. Thank you. 7 Can you bring up 1058. Now -- that's not -- 8 I'm sure you're having difficulty seeing that. Or can 9 you read it okay? 10 A. No. 11 Q. Okay. Let's do this. Can you zoom in on 12 the -- on the first e-mail at the bottom? 13 MR. LAHIRI: Your Honor, we do have binders 14 back there with the exhibits if that's more convenient 15 for the witness. 16 THE COURT: Let's see. Perhaps this will make 17 it easier. 18 BY MR. COUGHLIN: 19 Q. There you go is that better? 20 MR. LiMANDRI: We can also highlight it I 21 suppose. 22 BY MR. COUGHLIN: 23 Q. Okay. Actually you know what? Let's go up to 24 the top first if you could. And is your embezzlement 25 addressR k -aO-s-s -aU-b-m -sG at YahooH. com D? R A F T 26 A. Yes. 27 Q. And is this an e-mail that you received? 28 A. K-a-s-s-a-b-m-s at Yahoo is that what you said
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1 my e-mail? 2 Q. Yes, is that your embezzlement addressed? 3 A. Yes, it is. 4 Q. You're listed as a recipient on this 5 embezzlement; is that right? Do you see your name? 6 A. Yes, I see my name over there on top. 7 Q. And do you have any reason to believe you 8 didn't receive this e-mail? 9 A. I -- I have not seen this e-mail, honest. 10 Q. Okay. But you have no reason to believe you 11 didn't receive it? 12 A. I don't know what it was a meeting about and I 13 don't know anything about it. I have never been to that 14 meeting. 15 Q. Okay. 16 A. Although if my name is there, but I have 17 never -- 18 Q. And you know who Arkan Somo is? 19 A. Yes. 20 Q. And did you ever have any meetings with 21 Mr. Somo in 2015 regarding the NMA? 22 A. Yes, I have a meeting with that. 23 Q. What was discussed at that meeting? 24 A. You know, he was just ask me what happened to 25 that,R you knowO, aboutU howG did H you approve D Rthe $ 210A,000 F. T 26 Q. Okay. Do you know what the purpose of this 27 meeting was for? 28 A. I do not know. I did not go to it.
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1 Q. Okay. Can you scroll down to the prior e-mail 2 again and pull that up. 3 Did you -- do you remember receiving this 4 e-mail? 5 A. I don't recall, sir. 6 Q. Okay. And also on this list is -- if you 7 scroll back to the top, thank you, Rick. Scroll back up 8 to the top. 9 Also the recipients are Samir Salem, Basil 10 Zetouna, correct, and Saad Hirmez? 11 A. Yes, I see that. 12 Q. Okay. Do you know why you're included on this 13 e-mail list discussing -- 14 A. No. 15 Q. -- the NMA? 16 THE COURT: Is this a good time to take a 17 break. We've been going for over two hours. 18 MR. COUGHLIN: Sure. 19 MR. MARR: Sure. 20 THE COURT: 10 minutes or so. 21 MR. LiMANDRI: Thank you, Your Honor. 22 THE COURT: If you're going to ask him any 23 more questions about that e-mail, maybe you can find it 24 for him on the hard copy. 25 R (ORecess U.) G H D R A F T 26 THE COURT: Okay. Go ahead, yeah. 27 BY MR. COUGHLIN: 28 Q. I think you testified earlier that you know
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1 Mr. Salem, Mr. Zetouna and Mr. Somo, who are the 2 plaintiffs in this case, correct? 3 A. Yes, I know all of them. 4 Q. Okay. And did you spend your break having a 5 discussion with those individuals? 6 A. We were over there. We went to the bathroom. 7 We talked a few more minutes over there on the side and 8 that's about it. 9 Q. Okay. And are -- are the plaintiffs' 10 attorneys your attorneys? 11 A. I'm sorry? No, I don't have an attorney over 12 here, Your Honor. I'm here on myself. 13 Q. And while we were on the break did you have 14 any discussion with Mr. LiMandri or Mr. Jonna? 15 A. Yes, we talked for a couple of seconds over 16 here on the side. 17 Q. Okay. I'd like to bring up 1071. So 1071 18 appears to be -- if you look at the second part of the 19 e-mail at the bottom which it appears to be the first in 20 chronological order. Again is that your e-mail address 21 on the recipient list? 22 A. Yes, I see my name over there and my e-mail 23 address. 24 Q. Okay. And do you know why Mr. Somo would be 25 e-mailingR youO on UJanuary G 9, 2014H, [ sicD] about R a A F T 26 brainstorming meeting? 27 A. I have no idea, sir. 28 Q. 2015. And you had just concluded your term on
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1 the board, correct, Jan 2 -- January 9, 2015? 2 A. After the last meeting, after the 2014, I did 3 not go back. 4 Q. Right, and so you didn't run for reelection in 5 the -- I guess it would be the 2014 election? 6 A. Did not. 7 Q. Okay. And did you respond to this e-mail from 8 Mr. Somo? 9 A. I don't remember if I ever did. 10 Q. Okay. And you have no idea why he's -- he's 11 e-mailing you regarding a brainstorming meeting? 12 A. I have no idea, sir. 13 Q. Have you had any discussions with either 14 Mr. Salem or Mr. Zetouna or Mr. Somo regarding a 15 brainstorming meeting regarding the NMA? 16 A. No, sir. I have -- I don't have any contact 17 with Mr. Zetouna nor -- nor -- I only -- I only see 18 Arkan every now and then. I don't even have their 19 e-mail or anything, nor their phone number. 20 Q. When you were getting these e-mails from 21 Mr. Somo regarding brainstorming meetings regarding the 22 NMA, did you ever say why are you sending me these 23 e-mails? 24 A. No, sir, but there was a conversation one 25 time.R I askO them U if I Gcan interveneH D, but RI don 'At know F T 26 when, before all this, when I can talk to Mark Arabo to 27 provide all the information that you guys are asking for 28 instead of going to the court and having a lawsuit and
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1 having all the mess. 2 Q. Did you ever contact Mr. Arabo in that regard? 3 A. No, they told me no. 4 Q. Okay. 5 A. You know, we didn't carry it any, you know, we 6 didn't carry it any time after that. 7 Q. And when you say "they" are you referring to? 8 A. Arkan. 9 Q. Okay. And did Mr. Somo tell you why he did 10 not went a you to go to Mr. Arabo to request the 11 information they were looking for? 12 A. There was so much chaos at that time they 13 wanted to go out and reach out to the other president of 14 the association, Oram, ham mad /KWRAD Oram. They said 15 to mad /KWRAD Oram, he'll be talking to them. 16 Q. Just to answer my question, he didn't tell you 17 why he specifically instructed you not to talk to 18 Mr. Arabo about -- as to any information **? 19 A. No. No, sir. 20 Q. And I'd like to bring up 1060, please, and 21 again this is an e-mail -- a series of e-mails it 22 appears from -- between you and Mr. Somo; is that 23 accurate? 24 A. I see my e-mail over there. 25 Q.R OkayO. UAnd do G you rememberH Dseeing R this Ae-mail F? T 26 A. I cannot see it. I don't know what is it. 27 Can you read it? 28 THE COURT: Do you have a hard copy for him?
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1 MR. COUGHLIN: I do. 2 THE COURT: Yeah, show it to him. 3 BY MR. COUGHLIN: 4 Q. And for the record -- 5 A. This one? 6 Q. -- there's a couple of notes on there, but -- 7 A. I'll give it to you back, sir. 8 MR. MARR: It's work product. 9 MR. COUGHLIN: Yeah. 10 THE WITNESS: I -- maybe I seen it, but I 11 don't remember a lot of stuff about it. 12 BY MR. COUGHLIN: 13 Q. What do you remember about it? 14 A. I don't. I don't remember as much. I don't 15 remember anything. I can't recall anything. 16 Q. That's fair enough, sir. I'll ask you more 17 specific questions. 18 A. Sure. 19 Q. Mr. Somo was asking you "I remember there was 20 a Kassab on the new board. Can you find out who's on 21 the board and any information about who's running the 22 NMA, it would be very helpful. Do you remember Mr. Somo 23 asking you for that information?" 24 A. There was one more -- you know, there was one 25 more Rperson O by theU same G last Hname as D mine Rover thereA . F T 26 He was a young comer but he was not my cousin or any -- 27 any other related to me but the same last name. 28 Q. Did you ever respond to this e-mail?
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1 A. No, I don't think so. 2 Q. And the first e-mail in this e-mail chain is 3 when Mr. Somo was forwarding a -- what appears to be an 4 article to you. And if you could -- it's an article 5 that appears to have been in the Union-Tribune according 6 to the title of the e-mail, lawsuit alleges Chaldean 7 leader took improper payments. And is there a second 8 page? 9 It appears that Mr. Somo is forwarding an 10 e-mail to you containing an article that the in the 11 Union-Tribune. Is that your understanding? 12 A. It seems like that way. 13 Q. Do you know why Mr. Somo would be forwarding 14 an e-mail to you regarding an article in the 15 Union-Tribune about Mr. Arabo? 16 A. No. 17 Q. Did Mr. Somo advise you that he had initiated 18 that press release? 19 A. No. 20 Q. Other than these e-mails in 2015, do you 21 remember any other communications with Mr. Somo 22 regarding the NMA? 23 A. We talked a few times about it, and -- and he 24 ask me if I am willing to be subpoenaed or a deposition. 25 I toldR him Ofrom theU beginning G H if I amD deposition R A -- youF T 26 know, if I am going to go to court I will -- I'm going 27 to tell nothing but the truth, and no matter what 28 happens. And he said yes. That's all I want.
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1 Q. And he asked you back in 2015 whether you 2 would be willing to testify in court? 3 A. See, I don't know when exactly, but I know for 4 the last year, year and a half, this has been going on, 5 and to be honest with you, sir, after I left my meeting 6 from NMA, I know a lawsuit was coming. 7 Q. How do you know that? 8 A. I knew that because I have a feeling. I -- I 9 had a feeling. I had intuition that some people will 10 not going to agree on the $210,000 bonus to the 11 president, and they will not agree on selling the 12 building, because before our board, there was another 13 group who were president and president of the 14 organization -- or not president, but the chairman of 15 the board. They worked hard to keep this building in 16 tack. Then when it sold, when there was a bonus given, 17 then I had a feeling that this is going to happen. 18 Plus, I sit on different other boards out 19 there, and I know what's right and what's wrong. 20 That's -- that's how I knew it was going to come back. 21 Q. Were you ever asked by Mr. Somo to join as a 22 plaintiff in the lawsuit? 23 A. You know what? That was never asked me. They 24 never came to me and told me about it. I heard about it 25 afterR that Oand whenU I talkedG Hto him ,D he said R it 'As not Fa T 26 lawsuit. We are not suing anybody. All we need is a 27 document. All we need for them to show us the minute, 28 the checks, how many membership there is out there.
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1 Q. So Mr. Somo told you they weren't actually 2 going to file a lawsuit? 3 A. There was not a lawsuit in the sense of need 4 money from the other side or I'm going to sue you I'm 5 going to take a hundred thousand from you. They were 6 only suing from what I understand that they are looking 7 for paperwork. They want to know where the money went, 8 who spend who, where is the check going to, and why did 9 we sold, why did we lose business, and why are we losing 10 all that membership. That's all they were talking 11 about. And I even had a conversation with some other 12 people telling me, well, there is a lawsuit. I always 13 told people it's not a lawsuit. You guys need to 14 understand nobody is suing anybody for money. They are 15 only suing they need paperwork. They need to see 16 information. So it's different I'm seeing you I need a 17 million dollar from you. 18 Q. Is it your understanding now that this lawsuit 19 is solely about wanting records? 20 A. That's what I always understood. This is a 21 lawsuit about record. I need to know what happened to 22 all this information, who did who. 23 Q. I'd like you to go back to 335, please. And 24 on the second page, please. The third page. 25 R AtO section U 5 ,G this His the yearD endR performance A F T 26 bonus provision that Mr. Arabo's 2012 employment 27 agreement that you discussed earlier with plaintiffs' 28 counsel (. It's your understanding that this is the
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1 mandatory bonus provision in Mr. Arabo's employment 2 agreement so that he could demand that the board award 3 him a bonus according to this schedule, correct? 4 A. This one? 5 Q. Yes. 6 A. I have not seen it, but this is the first time 7 I'm seeing it. 8 Q. So you don't have an understanding either way 9 as to whether or not this is a mandatory or 10 discretionary bonus provision? 11 A. I have no idea how they wrote it, when they 12 wrote it and who did it. 13 Q. Okay. So I'm assuming you don't know one way 14 or the other whether or not the employment agreement 15 prohibits the board from granting any discretionary 16 bonus to Mr. Arabo? 17 A. I have no idea, sir. 18 Q. Thank you. 19 A. Thank you, sir. 20 THE COURT: Anybody else? 21 MR. LAHIRI: No questions from us, Your Honor. 22 MR. JONNA: I just have one quick follow-up 23 question, sir. 24 REDIRECT EXAMINATION 25 BY MRR. JONNA O: U G H D R A F T 26 Q. There was some testimony earlier you mentioned 27 that in the two -- October 2, 2014, board meeting that 28 you gave the alternative number of $100,000 bonus. Do
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1 you recall that testimony? 2 A. Yes, I did, sir. 3 Q. Would you have voted for a bonus at that 4 amount? 5 A. No, sir. 6 Q. Okay. 7 A. I -- the reason I throw it out there just to 8 figure out what number they going to -- the board will 9 stop at and the board was adamant about 210,000. I even 10 throw a couple other number out there according to his 11 bonus, according to few other stuff. 12 Q. 13 MR. JONNA: Okay. Thank you, sir. That's all 14 I have. 15 MR. COUGHLIN: We're good. 16 MR. MARR: Done, Your Honor. 17 THE COURT: Thank you, sir. 18 THE WITNESS: Thank you, sir. 19 THE COURT: Appreciate you coming. 20 THE WITNESS: Thank you. 21 THE COURT: Next witness. 22 MR. LiMANDRI: At this time the plaintiffs 23 would like to call Mr. Samir Salem to the stand, please. 24 25 R O U SAMIRG SALEMH , D R A F T 26 called as a witness on behalf of the 27 Plaintiffs, having been first duly sworn, 28 testified as follows:
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1 2 THE WITNESS: Yes, I do. 3 THE CLERK: Please take a seat at the witness 4 chair. 5 Sir, may you please state your name and spell 6 it for the record. 7 THE WITNESS: It's Samir Salem, S-a-m-i-r, 8 S-a-l-e-m. 9 THE CLERK: Thank you. 10 THE WITNESS: Thank you. 11 DIRECT EXAMINATION 12 BY MR. LiMANDRI: 13 Q. Good morning, Mr. Salem. 14 A. Good morning. 15 Q. Where were you born, sir? 16 A. When? 17 Q. Where? 18 A. I was born in Iraq. 19 Q. And when did you come to the United States? 20 A. In 1982. 21 Q. Can you tell us what you're educational 22 background is, please. 23 A. I have a bachelor's of science in electrical 24 engineering and I have an advanced degree in -- in 25 accountingR .O U G H D R A F T 26 Q. What's your business experience? 27 A. I own several businesses, liquor stores, gas 28 stations, and some other properties.
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1 Q. Do you also do nonprofit work? 2 A. The nonprofit work, I -- I am the parish 3 council president of St. Peters Chaldean Catholic 4 Church. I serve on the finance committee for buying 5 church properties. I am the chair of that, and I've 6 worked in the NMA for several -- for several years. 7 Q. Are you're also an ordained deacon in the 8 Chaldean Catholic church? 9 A. Yes, I am a sub-deacon in the Catholic church, 10 yes. 11 Q. Can you tell us what experience you've had 12 with the NMA. 13 A. My -- my father was the -- one of the founders 14 of the NMA and my uncle was the -- was the first 15 chairman of the NMA, and so that went on for several 16 years and I was called in to help with the NMA and I was 17 on the board, probably a couple of years after it was 18 started. I went to a couple of meetings before that and 19 I became -- I was a chairman three times, once with -- 20 when Arkan was president, once when Auday Arabo was 21 present and once when Mark Arabo was president. 22 Q. What's the total time you served on the NMA 23 board? 24 A. I'd say close to 14 years. 25 Q.R AndO what U was Gyour lastH year D of serviceR Aon the F T 26 NMA board? 27 A. 2010, 2010, was the last year. 28 Q. Okay. Can you tell us which businesses you
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1 own that are members of the NMA? 2 A. At one point I had seven businesses that were 3 members of the NMA but currently two of them are only. 4 Q. Which are those? 5 A. It's LS & SLG, Inc., which is one of the 6 plaintiffs in this lawsuit and the DBA is Adams Avenue 7 Venture. And the second one is Wall First Venture, 8 Inc., which is RJ Liquor. 9 Q. Okay. There's been some suggestion that this 10 lawsuit is a result of some type of feud that's been 11 going on for years or for decades. What's your 12 impression in that regard? 13 A. That just -- that makes no sense. I'm -- we 14 never had any feuds with anyone. We always -- we took 15 care of the NMA. A lot of us knew each other's 16 families. Till today I serve in the same church as Mark 17 Arabo's brother. I practically work with his sister 18 almost at least twice a -- twice a week. She's a none 19 at our church. I see his mom every day at church in the 20 mornings when we go to mass, so there's no -- there's no 21 such thing. 22 Q. Are you also friends with the Attishas? 23 A. Yes, I am. I'm -- I work with the Sam Attisha 24 which is a brother of Amad Attisha and Raad Attisha, 25 work Rwith himO at Uchurch G, church H functions D .R He' sA a - - Fhe T 26 works with the -- he currently he's working with us in 27 the committee to purchase property for the church. 28 Q. Okay. Did there come a time when you were
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1 making efforts to try to obtain a copy of the membership 2 list of the NMA? 3 A. Yes. 4 Q. And about when did that start? 5 A. That started after we were ousted by the -- 6 the illegal elections that happened. 7 MR. COUGHLIN: Objection, Your Honor. Move to 8 strike. 9 THE COURT: It can stand. We'll see if it's 10 legal or not depending on what evidence comes in. 11 MR. LiMANDRI: Okay thank you, Your Honor. 12 MR. COUGHLIN: Nonresponsive too. 13 BY MR. LiMANDRI: 14 Q. What year would that have be been, sir? 15 A. 2010 was the last year I served, so the -- the 16 new board took over 2011. 17 Q. All right. And why is it you wanted a copy of 18 the membership list? 19 A. It started out because I needed to have the 20 same advantage as -- as the current board had, 21 especially Amir Oram he had the list and he was going 22 around to the stores and talking to people and he knew 23 exactly what stores to go to while I would have to -- I 24 would call several people or ask them for their votes 25 and theyR wouldO tellU me Gwe're Hnot members D, Rwe're Anot F T 26 members. So, you know, you've got two three weeks to 27 make up your mind and decide and the other side knew 28 exactly where to go. And that was one.
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1 The second purpose for having the -- the 2 membership list is -- is the core fact that this is why 3 we started the association so we could have -- so it 4 gives us -- it gives us strength, so enough people can 5 come together and communicate about the industry, about 6 the new laws coming up, and how we can all come together 7 to communicate with each other and have to fight off 8 different things that are happening in the industry. 9 So -- and so communication -- and we needed -- I needed 10 to get -- I needed to be out there I needed to know that 11 my peers know who I am so they can vote for me. 12 Q. Were you ever successful in getting a copy of 13 the membership list by asking for it from the NMA? 14 A. As of today, I've been declined many, many 15 times that membership list. 16 Q. At some point, did you also seek to obtain 17 financial records from the NMA? 18 A. Yes. 19 Q. Approximately when was that? 20 A. That started around the beginning of 2015. 21 Q. Okay. What brought that about? 22 A. Several things were happening that didn't look 23 right with the association, especially when -- when we 24 found out about the $210,000 bonus to a non- -- a 25 non-realR estateO agentU andG I wasH at theD meeting R whereA F T 26 Nash Amman was asking for the financials and he was 27 brushed off, he was told that his position was symbolic 28 and that he needed -- he needed to get board approval
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1 for him to look at the finances, the financials. And he 2 was -- he was really upset about that and, you know, and 3 he ended up quitting and sending his resignation after 4 that. 5 Q. What position did he hold with the 6 organization at the time Nash Damman was seeking 7 financial records? 8 A. He was a treasurer. 9 Q. And were you -- what -- approximately what 10 year was that do you know? 11 A. I think it was 2012, 2012. 12 Q. You were off the board at that time. Were you 13 attending as a guest? 14 A. Yes, so I used to regularly after 2010, I 15 still went to some board meetings after that. 16 Q. Okay. At some point did you retain an 17 attorney to try to assist you to try to get the 18 membership list and financial records? 19 A. Yes. 20 Q. Okay. And I'm going to ask to display 21 Exhibit 175 we saw yesterday. 22 Okay. Was Mr. Grissom hired as a litigation 23 attorney after efforts to obtain the documents outside 24 of litigation were unsuccessful. 25 A.R YesO. U G H D R A F T 26 Q. Okay. And is one of your stores listed here 27 in this letter from Mr. Grissom dated September 1, 2015, 28 which was previously admitted into evidence as
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1 Exhibit 175? Is one of these stores your store? 2 A. Yes, I see my stores names up there. 3 Q. Which ones? 4 A. It's Adams Avenue Liquor and RJ Liquor. 5 Q. Okay. And are those also present plaintiffs 6 in this case? 7 A. Yes. 8 Q. Okay. This letter was sent prior to the 9 lawsuit, correct? 10 A. Yes. 11 Q. And was also sent after Mr. Grissom had sent a 12 draft of that complaint before it was filed? 13 A. Yes. 14 MR. LAHIRI: Objection. Leading. 15 MR. LiMANDRI: This was established yesterday, 16 Your Honor. It's foundational. 17 THE COURT: Overruled. Go ahead. 18 BY MR. LiMANDRI: 19 Q. All right. Let's take a look at the second 20 page of this Exhibit 175. We saw this yesterday so I'll 21 deal with it quickly. If we can blow up -- enlarge the 22 first full paragraph on page 2. 23 Okay. And once again, is it correct that 24 several attempts have been made to obtain the 25 informationR O and thatU informationG H being D the R membership A F T 26 list and minutes, financial records, things of that 27 nature. 28 A. Yes.
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1 Q. Okay. Let's go to the next paragraph. Okay. 2 And in this letter that was good afternoon sent prior to 3 the complaint being filed, in fact, specifically you 4 mentioned the $210,000 bonus and the $38,000 in travel 5 expenses? 6 A. Yes. 7 Q. Okay. And did it also go on to talk about 8 executive compensation issues? 9 A. Yes. 10 Q. Why did you want the financial records? 11 A. We were -- we were seeing that -- we wanted to 12 know why would an association give a -- give a 13 15 percent bonus, $210,000, to the president that 14 already gets compensation for his work, and we were -- 15 we started hearing a lot of stuff from different 16 retailers about things not going right with the 17 association. We heard they took on a $300,000 loan and 18 we worked so hard to -- to -- to come to a point where 19 we were able to buy our building, so our only asset was 20 sold, and that's -- that was really alarming to me 21 because all the years we were there, we never had to 22 borrow money to -- for operation. 23 Q. Did you have any personal problems with 24 Mr. Arabo at all before you left the board? 25 A.R NoO. U G H D R A F T 26 Q. Did you have any personal problems with 27 Mr. Attisha -- Amad Attisha before -- 28 A. No, in fact, I talked -- I -- Mark Arabo I
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1 talked to him maybe a couple years before this lawsuit, 2 and Amad Attisha I just met with him probably a couple 3 of months ago. 4 Q. Okay. So as far as you're concerned, is this 5 case about personalities or is it about the concern 6 about the financial condition of the NMA? 7 A. If we had the building and there was no 8 $210,000 bonus, the association was in the black every 9 year, I wouldn't be here. It has nothing to do with 10 that. 11 Q. What's your understanding of how much money 12 the NMA lost between 2013 and 2015? 13 A. The -- the number? 14 MR. COUGHLIN: Objection lacks foundation. 15 MR. LiMANDRI: Well, he's seen -- 16 THE COURT: You can ask him a foundational 17 question. 18 BY MR. LiMANDRI: 19 Q. Have you -- since this litigation has 20 commenced have you had an opportunity to obtain and 21 review some financial records? 22 A. Yes, I have. 23 Q. Okay. And did I understand you to say you 24 have a degree in accounting? 25 A.R YesO. U G H D R A F T 26 Q. Okay. And have you ever have you been through 27 those financial records? 28 A. Yes.
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1 Q. And what's your understanding what transpired 2 with the finances of the NMA between 2013 and 2015? 3 MR. COUGHLIN: Objection. Vague and 4 overbroad. 5 THE COURT: Overruled. You can answer. 6 THE WITNESS: The -- first of all, not 7 everything that happened all this -- we personally 8 looked at checks that were cashed through -- through 9 different banks that I couldn't see them on the 10 financial statements of the association. That's one 11 thing. 12 We -- we personally looked at them. We spent 13 hours and hour. Hundreds of hours in the past couple of 14 years. And 2013, they -- they lost close to $270,000, 15 and 2014 close to $800,000, and 2015 close to $574,000. 16 These are -- these are big numbers. 17 BY MR. LiMANDRI: 18 Q. Understood. And it was 2014 they gave 19 Mr. Arabo the $210,000 bonus and the $38,000 in alleged 20 reimbursement for travel expenses; is that correct? 21 A. 2014 and that's the year he made close to 22 $400,000 while the association lost $800,000. 23 Q. Do you have any understanding as to why the 24 association was losing memberships prior to your 25 bringingR thisO lawsuit U ? G H D R A F T 26 A. The association went from taking care of its 27 members into doing other things that we're not sure what 28 was going on with it. I that started losing members and
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1 many people would approach me and thinking that I'm 2 still chairman of the association and they were asking 3 me why aren't you doing this, why aren't you doing that 4 for us, what's going on, and it was just -- it changed 5 from taking care of its members and the members are 6 there for a sole reason of promoting their businesses 7 and being in a better financial condition and condition 8 in their communities and that wasn't happening for them. 9 Q. You've heard about rebates. Can you explain 10 what those are or what they're supposed to be. 11 A. So the rebates are, as we heard earlier 12 testified, there was a committee that made deals with 13 different companies and the biggest -- one of the ones 14 was the Frito-Lay, which is chips company, where if you 15 grow your sales you'll get a rebate and that Frito-Lay 16 would send that money to the association and -- to the 17 NMA and the NMA would in turn send that money to the 18 members, and some of the issues we've had, which -- 19 which is the main reason why the association doesn't 20 want to give us that membership list, is because 21 Frito-Lay doesn't know who the real members are and they 22 don't want to share that with us because they -- then 23 they wouldn't know where the money is going, so the NMA 24 could collect money on behalf of a liquor store but if 25 he's Rnot a Omember U, he 'sG not goingH to D be given R that A F T 26 money. It's going to stay at the NMA. So that's -- 27 that's one of the main reasons why -- and this is not 28 just me saying it. The association was sued and the
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1 liquor store prevailed for nonpayment, and I think it 2 was close to $1,500. Also, the chairman of the NMA, I 3 heard him in a deposition says they had a glitch. 4 Q. They had a what? 5 A. A glitch. 6 Q. What does that mean? 7 A. They had a glitch in their system, that's why 8 they didn't pay people. 9 Q. But as I understand you explained, are the 10 rebates something that are oftentimes or at least were 11 at one point deducted from the dues? 12 A. Yes, so what they would do if the dues, for 13 example, are 350,000 -- $350 a year, they would -- it 14 would list it for you on the -- on the invoice that your 15 NMA -- your Frito-Lay rebate is $150, you end up paying 16 $200 for that year. 17 MR. MARR: What period in time are we talking 18 about? 19 MR. LiMANDRI: Go ahead. You can answer the 20 question. 21 MR. MARR: Sorry I didn't mean to. 22 MR. LiMANDRI: That's okay. You want 23 information. 24 BY MR. LiMANDRI: 25 Q.R DoO you Uknow whetherG H that wasD usually R beingA F T 26 done? Was there a period of time when the rebates were 27 given and then they stopped? 28 A. I don't believe they -- they -- I've seen them
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1 as late as 2016. 2 Q. Okay. 3 THE COURT: Is this a good time for a break 4 we're at noon. 5 MR. LiMANDRI: Sure, Your Honor. 6 THE COURT: Okay. 1:30. 7 THE WITNESS: Thank you, Your Honor. 8 THE COURT: Thank you. 9 10 * * * * 11 Lunch Recess 12 * * * * 13 14 15 16 17 18 19 20 21 22 23 24 25 R O U G H D R A F T 26 27 28
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1 SAN DIEGO, CALIFORNIA; THURSDAY; OCTOBER 12, 2017; 2 1:37 P.M. 3 ---oOo--- 4 5 THE COURT: All right. Good afternoon, 6 everybody. 7 THE WITNESS: Good afternoon. 8 MULTIPLE SPEAKERS IN UNISON: Good afternoon, 9 Your Honor. 10 MR. LiMANDRI: Thank you, Your Honor. 11 DIRECT EXAMINATION (RESUMED) 12 BY MR. LiMANDRI: 13 Q. Mr. Salem, I was going to next ask you about 14 the 2010 contract, Exhibit 1041. Were you present as a 15 board member at the time the 2010 contract was adopted? 16 A. Yes, I looked at the contract. 17 Q. Okay. Let's go to the second page, please. 18 Can we enlarge the paragraph right here under 19 compensation, the first line. 20 All right. Do you see where it's underlined 21 it says there will be a 27,000 personal expense account 22 for the second year of employment. Actually I think you 23 go above that you will see it was -- yeah, 24,000 for 24 the first year. Do you see where it mentioned personal 25 expenseR account O ? U G H D R A F T 26 A. Yes. 27 Q. 24,000? 28 A. 24,000, yes.
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1 Q. What was your understanding of what was meant 2 by a personal expense account? 3 A. The -- my understanding was the personal 4 expense account should belong to business of the NMA. 5 And if it was personal, it would have been included in 6 the salary. It shouldn't have been separate. 7 Q. All right. Did anyone ever state anything 8 different in any board meeting that the personal expense 9 account would be something that Mr. Arabo could spend on 10 whatever he wanted, even if it was not related to NMA 11 business? 12 MR. COUGHLIN: Objection vague as to time. 13 MR. LiMANDRI: At any time. 14 MR. COUGHLIN: It lacks foundation to the 15 extent he wasn't on the board that was discussing it. 16 MR. LiMANDRI: At any point. 17 THE COURT: Well, at any time that you heard 18 anybody talking about it and then you can tell us when 19 it was if it happened. 20 THE WITNESS: To the contrary, Mr. Arabo 21 himself said that the personal account that he uses, it 22 should be to NMA business. 23 BY MR. LiMANDRI: 24 Q. Okay. Let's go to Exhibit 301-001. We saw 25 this Ryesterday O withU Mr .G Somo ?H D R A F T 26 A. Yes. 27 Q. Were you present at this board meeting 28 October 13, 2011, as a guest?
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1 A. Yes, I was. 2 Q. And where did that take place? 3 A. This was a -- at the Viejas. It was -- it's a 4 casino. 5 Q. Okay. And let's go to Exhibit 301-005. Okay. 6 When you said -- Mark said it had to be related to 7 association business. You can highlight this -- this 8 paragraph -- line and -- there you go. Do you remember 9 Mr. Arabo stating at that meeting with regard to whether 10 an expense having to be for the entity or personal, that 11 it has to be related to association business? 12 A. Yes. 13 Q. At the times when you were a board member, 14 did -- was there occasions when food and drink was 15 brought to the NMA offices by vendors without having to 16 be paid for? 17 A. Yes, there was. 18 Q. Did that happen infrequently or frequently? 19 How often? 20 A. Well, NMA as -- as a not for profit, that -- 21 it has all these members, it has all these suppliers 22 that are -- they would like to promote their businesses, 23 so they always give us free ice cream, free sodas, and 24 then we have some restaurants that especially the 25 ChaldeanR restaurantsO U, ArabicG Hfood , andD such R as SaharaA F T 26 restaurant, I know royal palace I know multiple times, 27 we go there so, you know, they would like to hear mark 28 or someone else from the association saying to everybody
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1 else in the meeting that hey today we got a free food 2 from such-and-such a restaurant. It's a promotional 3 thing that cost them less than a hundred dollars. 4 Q. I meant to ask you with regard to the contract 5 we looked at a moment ago, do you recall ever any 6 discussion at any board meeting you attended where they 7 said, well, besides a based upon us in that would be a 8 performance bonus that we could also give discretionary 9 bonuses, did you ever hear a distinction made in his 10 bonus structure? 11 A. No, never. 12 Q. Okay. I wanted to ask you about your 13 experience with when the dues are typically have to be 14 paid to maintain your membership in the NMA, referring 15 specifically to Exhibit 168-001. 16 Let's blow up this part first. 17 Okay. Did you receive a dues notice on or 18 about May 1, 2015. 19 A. Yes. 20 Q. Okay. And did you make a partial payment of 21 that and then have to pay an additional $50 later? 22 A. Yes. So what happens it was a $50 that goes 23 to the PAC and I didn't want to pay that so I didn't pay 24 that so that's why you see this invoice dated a month 25 laterR asking O me forU the G other H 50 which D I paidR. A F T 26 Q. Okay. And was that paid on June 15, 2015, the 27 additional 50? 28 A. Yes.
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1 Q. But in any event were you ever expected in 2 your -- all your years of experience on the NMA, that 3 you had to pay your dues before January 1st of the next 4 year in order to keep your membership in force? 5 A. It was never the case. We all -- they always 6 had to calculate the -- the Frito-Lay pay backs before 7 they send us an actual invoice of the actual money owed 8 so it is not possible. 9 Q. Okay. You're talking about the rebates we 10 discussed before lunch? 11 A. Correct, yes. 12 Q. All right. And then when you brought this 13 litigation or decided to join it, were you looking to 14 make any personal profit off this case? 15 A. No. I didn't look to make any profits until 16 today. I just want the association to be the 17 association that started with all our family members 18 that started it, to go about doing business with the 19 benefit of the stores and this is why I'm here today. 20 MR. LiMANDRI: No further questions at this 21 time. Thank you, Your Honor. 22 THE COURT: Okay. 23 CROSS-EXAMINATION 24 BY MR. COUGHLIN: 25 Q.R GoodO afternoon U G, Mr .H Samir . D R A F T 26 A. Good afternoon. 27 Q. You testified about Mr. Damman earlier, 28 correct?
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1 A. Yes. 2 Q. And your testimony was that Mr. Damman had 3 requested financials and he wasn't provided them; is 4 that correct? 5 A. Correct. 6 Q. And you understand that that testimony is 7 disputed by Mr. Arabo? 8 MR. LiMANDRI: Objection. Calls for 9 speculation. 10 BY MR. COUGHLIN: 11 Q. Okay. Other than what Damman contends that he 12 was not provided, are you aware of any other instance in 13 which Mr. Arabo allegedly has withheld financials from 14 the board? 15 A. To me any decision especially a major decision 16 that is -- that is to be made by the association, by the 17 board, it's incumbent upon him to show the financials so 18 any time that he doesn't show the financials to get a 19 clear decision from the board is a failure of his 20 duties. 21 Q. I'm going to move to strike as nonresponsive. 22 This is a yes-or-no question, Mr. Salem. 23 Other than what Mr. Damman contends that he 24 was not provided are you aware of any other instance in 25 whichR Mr. AraboO allegedlyU G withheld H financialsD R from A the F T 26 board? 27 A. I'm sorry. I know some questions they need to 28 be yes and no and I think in the depositions we went
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1 through that, but I don't recall the instances where 2 the -- it was -- it was appropriate for the financials 3 to be shared with the board and it wasn't. So it's a 4 "yes" answer, but I don't know the times and -- and -- 5 Q. I'd like to read from Mr. Salem's deposition 6 transcript, page 75, lines 2 through 12. 7 Do you remember having your deposition taken, 8 Mr. Salem? 9 A. Yes. 10 Q. And do you remember being sworn in and 11 declaring to testify under penalty of perjury? 12 A. Yes. 13 MR. LiMANDRI: What deposition are we talking 14 about, March 27th? 15 MR. COUGHLIN: March -- April 3rd. 16 MR. LiMANDRI: Page 75, 2 through 12? 17 MR. COUGHLIN: Right. 18 BY MR. COUGHLIN: 19 Q. Question: Other than this instance that you 20 just talked about with Mr. Damman, okay, are you aware 21 of any instance in which Mark Arabo has ever withheld 22 financial statements from the NMA board yes or no? 23 A. I don't see where you're at. 24 MR. LiMANDRI: That's okay just let him read 25 it. R O U G H D R A F T 26 BY MR. COUGHLIN: 27 Q. Answer: I don't recall any other ones. 28 "QUESTION: This is a yes-or-no question,
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1 Mr. Salem, okay? Other than the instances that you just 2 testified to are you aware of any instance in which Mark 3 Arabo has ever withheld financial statements from the 4 NMA board yes or no? 5 "ANSWER: No." 6 A. Okay. My original answer was I don't recall. 7 MR. COUGHLIN: There's no question pending. 8 THE COURT: It's all right. Ask your next 9 question. 10 BY MR. COUGHLIN: 11 Q. When you were on the NMA board at the time 12 Mark Arabo was president of the NMA did Mr. Arabo's 13 employment agreement in effect at that time include a 14 term for a personal expense account? 15 A. I believe so. 16 Q. And is it true that you don't remember how you 17 actually voted on Mr. Arabo's 2010 employment agreement 18 that contained the personal expense account? 19 A. At the time I was asked the question, I -- I 20 answered in my deposition that I don't remember which 21 way it was, but I believe -- I believe today that I did 22 ask -- that I did vote against it. 23 Q. Permission to read from Mr. Samir's -- 24 Mr. Salem's deposition transcript, page 96, 19 through 25 25. R O U G H D R A F T 26 "QUESTION: When you were a member of the 27 board for the NMA, did you ever approve a personal 28 expense account for Mark Arabo?
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1 Objection. Compound. 2 Answer: I don't remember how I voted on the 3 employment contract. 4 A. That's why I clarified, Your Honor. 5 MR. LiMANDRI: That's fine. 6 BY MR. COUGHLIN: 7 Q. And it was my understanding that you didn't 8 remember anything at all about Mr. Arabo's employment 9 agreement prior to his 2012 employment agreement; isn't 10 that true? 11 A. I don't remember anything at all? 12 Q. Yes. 13 A. No, I did remember some stuff. 14 Q. Okay. 15 A. I don't understand what you mean by "anything 16 at all." Like I don't remember there was even a 17 contract or -- 18 Q. Right, my understanding is you didn't remember 19 anything at all when I asked you at your deposition, you 20 didn't remember anything at all about Mr. Arabo's 21 employment agreement that predated his 2012 employment 22 agreement, is that true? 23 A. The 2010 contracts I was there and I remember 24 some of the stuff. I remember I looked through a lot 25 of --R a lot O of paperworkU G since H then ,D and theR employment A F T 26 agreement was one of them, it was brought up so many 27 times. 28 Q. Let's look at page 30, lines 20 through 25,
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1 page 31, lines 1 through 6. 2 Okay, so this is a yes-or-no question. Okay. 3 Is it your testimony up that don't remember anything at 4 all about any employment agreement prior to Mr. Arabo's 5 2012 employment agreement? 6 Objection asked and answered. 7 The witness: I remember -- I know we had an 8 agreement. 9 "QUESTION: Okay. But the content of that 10 agreement is what -- is what I want. 11 Answer -- excuse me -- but the content of that 12 agreement is what I don't know. What I don't remember. 13 And page 31, line 19 through page 32, line 2. 14 MR. LiMANDRI: I want to make sure I have the 15 right transcript. 31, line 19? 16 MR. MARR: Sean, could you repeat the line, 17 the page and line. 18 MR. COUGHLIN: Sure. Page 31, line 19 through 19 page 32, line 2. 20 MR. LAHIRI: You need to specify the volume. 21 MR. COUGHLIN: Probably Volume 1. 22 THE WITNESS: Is that April 3rd? 23 MR. COUGHLIN: I believe that's March 27th. 24 MR. LiMANDRI: Go ahead. 25 R MRO. COUGHLIN U :G Question H: TellD meR everything A F T 26 you remember about any employment agreement from 27 Mr. Arabo prior to his 2012 employment agreement. 28 Objection.
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1 MR. LiMANDRI: Forget the objections. Go 2 ahead. 3 MR. COUGHLIN: Is it okay if I omit the 4 objections. 5 MR. LiMANDRI: I'll tell you if there's a 6 problem. 7 MR. COUGHLIN: Thank you. 8 "ANSWER: I don't remember anything specific. 9 And then page 35, 21 through 25. 10 "QUESTION: Do you remember whether or not 11 Mr. Arabo's employment agreement prior to his 2012 12 employment agreement would have included a personal 13 expense account yes or no? 14 "ANSWER: I don't remember. No. 15 BY MR. COUGHLIN: 16 Q. You also testified today that you remember 17 discussing the agreement with the other board members; 18 is that correct, the 2010 employment agreement? 19 A. Yes. 20 Q. I'll read from page 47, 18 through 22 through 21 17. 22 Question: It's a "yes" or no question okay? 23 Do you remember generally speaking with any other board 24 members about Mr. Arabo's employment when you were a 25 memberR of theO board U of Gthe NeighborhoodH D Market R A F T 26 Association? 27 "ANSWER: I don't recall that. I don't 28 recall.
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1 Now, if Mr. Arabo is receiving money that's 2 pursuant to the terms of the employment agreement, 3 there's nothing improper about that, correct? 4 A. Correct. 5 Q. And it's true that you don't remember when you 6 were on the board whether there was any decisions made 7 by the board that were not reflected in the minutes, 8 correct, you don't remember one way or the other? 9 A. No, I don't. 10 Q. Now, when you were a member of the board, how 11 long were you a member of the board when -- when 12 Mr. Arabo was employed by the -- by the NMA? Is that 13 2006 through about 2011? 14 A. No, I wasn't a member of the board in 2011, so 15 probably about four years. 16 Q. To about 2010? 17 A. Yes. 18 Q. Okay. And at any time that you were a board 19 member and Mr. Arabo was the president and CEO of the 20 association he never withheld any financials from you 21 correct? 22 A. Yeah, I don't recall asking him for it and him 23 withholding no. 24 Q. So you don't know one way or the other? You 25 don'tR recall O him Udoing Gthat , Hcorrect D? R A F T 26 A. No, I don't recall. 27 Q. Okay. And you don't know the current NMA 28 board's position with respect to the interpretation of
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1 the personal expense account to Mr. Arabo's employment 2 agreement, correct? 3 A. I'm sorry, what do you mean by that, the 4 current board right now? 5 Q. Yes. 6 A. The 2017 board? 7 Q. Right. 8 A. No, I don't. 9 Q. And you don't know -- there was a predecessor 10 board to this board, right, the last group of folks that 11 got elected before this group, you don't know what their 12 position was with respect to the interpretation of the 13 personal expense term in the employment agreement was do 14 you? 15 A. No, I don't. 16 Q. And the board prior to that ever since you 17 were a member of the board you don't know any board 18 member's interpretation of the personal expense term of 19 Mr. Arabo's employment agreement, correct? 20 A. I know what the board's predecessor to all 21 this is before that, but not specifically specific 22 boards at specific times. 23 Q. Right but any of them? 24 A. I -- the ones I was a part of I know -- I know 25 the answerR Oto that U and Git was H person D -- it R was personalA F T 26 expense, it should belong to the NMA's business 27 strictly, not to anything else. Any board that I was a 28 part of.
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1 Q. Okay. But you didn't remember that when I 2 asked you that same question at your deposition, right? 3 You didn't remember anything about the employment 4 agreement when I asked you at your deposition? 5 A. Okay. Are you asking about the agreement or 6 the board's -- the interpretation of the agreement? 7 Q. I'm talking about what you just testified to 8 when I asked you that same question at your deposition 9 you told me you didn't know anything about the 2010 10 employment agreement. 11 A. Okay but these are different things you're 12 asking me now. The whole employment agreement I 13 wasn't -- I didn't read it specifically and look at it 14 in details. I didn't do that. But specific things when 15 they come up, of course I know about it. So that's -- 16 that's my answer to that. 17 Q. Okay. But let's get back to the original 18 question. Any time after you would cease to be a member 19 of the board which is about 2010, correct? 20 A. Correct, yes. 21 Q. Okay. Subsequent -- a number of subsequent 22 board members came in after that, right? 23 A. Yes, I'd say three to four boards, yeah. 24 Q. All right. And that's potentially 50 board 25 membersR, rightO, 40U, 50 ,G different H board D members R ?A F T 26 A. I couldn't tell you. 27 Q. Okay. A number of different board members, 28 correct?
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1 A. Right. 2 Q. And you don't know what any of their 3 interpretation of the personal expense term in 4 Mr. Arabo's employment agreement is do you? 5 A. Just to clarify, the past four board -- 6 boards, close to 50 percent of the board members are the 7 same people, so just so you know. I mean, you're 8 getting the -- they're not being recycled. You're not 9 getting 15 board members every -- every term. 10 Q. Regardless of what the number of different 11 board members were, you don't know any of their 12 interpretation of the personal expense term in 13 Mr. Arabo's -- 14 A. No, I don't. 15 Q. -- employment agreement, do you? 16 A. No, I don't. 17 Q. And you attended board meetings as a guest 18 after you were voted out of office, correct? 19 A. I was -- after I was ousted out of office. 20 Q. Well -- 21 A. Just to clarify. 22 Q. After you no longer became a board member, 23 after you were no longer a board member you attended 24 subsequent board member meetings as a guest, correct? 25 A.R YesO, I Udid. G H D R A F T 26 Q. Approximately how many of those did you 27 attend? 28 A. I can't tell you exact. Maybe three or -- I
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1 couldn't tell you. I can't remember exactly. 2 Q. And at any of those board meetings not a 3 single board member ever declined to provide you 4 financials upon your request, correct? 5 A. I was just a guest, so I wouldn't -- no one 6 asked for the financial information. 7 Q. Okay. 8 A. I witness a board member, the treasurer being 9 declined that, so I mean how am I going to ask for it if 10 I see the treasurer being declined? 11 Q. So the question is simple, Mr. Salem, at any 12 board member meeting that you attended after you were a 13 board member you were never declined any financials, 14 correct? 15 A. Oh, I never asked. So ... 16 Q. So when you were on the board, did the board 17 make any decisions that you believe were not in the best 18 interest of the members of the association? 19 A. No. 20 Q. Okay. And that's the board that approved 21 Mr. Arabo's 2010 employment agreement with the personal 22 expense account provision in it, correct? Yes or no? 23 A. Correct. 24 Q. And you contend that you were ousted -- per 25 your Rtestimony O, youU contend G thatH you D were Rousted A as a F T 26 board member, correct? 27 A. Yes. 28 Q. And you have not been able to be reelected by
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1 the members of the association since 2008? 2 A. I was a board member in 2010. 3 Q. But the last time you were actually appointed 4 by the members was 2008, correct? 5 A. You mean the last election before -- 6 Q. The last election? 7 A. Yeah, the last election was 2008 I was there 8 for two years. 9 Q. The last election you actually prevailed in 10 was 2008? 11 A. Yes. 12 Q. And you've run every year I believe since then 13 except for you might have said maybe not 2014, correct? 14 A. It's not every year. It's every term. 15 Q. Every election. You've run in every election? 16 A. Two, two other elections. 17 Q. Okay. You've run in two other elections since 18 2008? 19 A. Yes. 20 Q. And you have not been able to be successfully 21 elected since then, correct? 22 A. Under the current conditions of not having the 23 list of the members, yes, I haven't been able to. 24 Q. It's a yes-or-no question, sir, you just 25 havenR't been O able U to getG elected H right D since R 2008 A? F T 26 A. Can I say no with an explanation. 27 Q. I'm sure Mr. LiMandri will help you for that 28 but for now I'd just like the answer to the question yes
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1 or no, sir? 2 A. I already answered no. 3 Q. And is it possible that the reason you have 4 not been able to get reelected since 2008 is just that 5 the members don't want you as a board member? 6 MR. LiMANDRI: Objection calls -- is it 7 possible calls for speculation. 8 THE COURT: Sustained. 9 BY MR. COUGHLIN: 10 Q. Now, just to follow up on something you just 11 testified to, you don't know for sure whether or not 12 Amir Oram had the membership list, correct? 13 A. Yes, I do. 14 Q. I'd like to read from page 231, which I 15 believe is the March 27th -- 16 A. Are you asking me today if I know for sure or 17 back then. 18 MR. MARR: No question pending. 19 MR. LiMANDRI: It's a good point, Your Honor. 20 It's not -- he's reading stuff that's not impeaching. 21 MR. COUGHLIN: Well, as of the date of your 22 deposition? 23 MR. MARR: The judge can decide whether it's 24 impeachment. 25 R THEO COURT U: HeG's asking H you D as ofR the dateA ofF T 26 your deposition. 27 THE WITNESS: As of back then is what I 28 answered in deposition.
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1 BY MR. COUGHLIN: 2 Q. Okay. Well, I'll ask you again. You're not 3 sure whether or not Mr. Oram had the membership list, 4 correct? 5 A. As of today or as of the day of the 6 deposition? 7 Q. As of the day of the deposition? 8 A. As of the day of the deposition, I did not see 9 him physically with the membership list, no. 10 Q. Well, that's not the question. The question 11 was: You testified that you believe Mr. Oram had access 12 to the membership list and was therefore had unfair 13 advantage because he was able to go out to the stores, 14 right? 15 A. Yes. 16 Q. But you don't really know for sure whether or 17 not Mr. Oram actually had the membership list, correct? 18 A. 19 THE COURT: Again as of which date? Are you 20 asking his current knowledge or the deposition date 21 knowledge? 22 BY MR. COUGHLIN: 23 Q. As of the date of your -- let me just ask you 24 the question how about that. As of the last election 25 okay.R You 'Ore not U sure Gwhether H or not D Mr. ROram hadA a F T 26 copy of the membership list, correct? 27 A. I did not know for sure but I know I was 28 very -- I know well that he did have it because he
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1 targeted the stores that were members only, unlike us, 2 we were going around to any store. 3 Q. Okay. Page 231, lines 9 through 11? 4 Do you know for sure -- question: Do you know 5 for sure that Amir Oram has access to the NMA membership 6 list? Excuse me has the NMA membership list. 7 "ANSWER: I don't know for sure." 8 And when you were on the board, were you 9 always satisfied with the NMA's record keeping? 10 A. What years? Up to 2010? 11 Q. Yeah. 12 A. Yes. 13 Q. Let's say -- let's take, for instance, 2006 14 through 2010? 15 A. Yes, I was. 16 Q. You were always satisfied with the record 17 keeping? 18 A. To the best of what I knew then, yes. 19 Q. And Mr. Arabo was the president and CEO during 20 that period, correct? 21 A. I think he was the president and CEO 2008. 22 I'm not sure if he was in 2006. I think he was an 23 employee in 2006. 24 Q. Okay. So there was no time during that period 25 that Ryou wereO unsatisfied U G with H the recordD Rkeeping A of theF T 26 NMA, correct? 27 A. I mean, when you say that I mean, I didn't 28 inquire about any if they were -- so I wasn't, no.
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1 Q. I'm sorry? 2 A. I wasn't unhappy with it. 3 Q. You were not unhappy with it during that 4 period when Mr. Arabo was in control and you were a 5 board member? 6 A. Yes. 7 Q. Okay. 8 (Attorneys confer.) 9 MR. MARR: I'm sorry, Your Honor. I think 10 it's my last question. 11 THE COURT: Sure. 12 MR. WILSON: I think 282 might be what you 13 want. 14 BY MR. COUGHLIN: 15 Q. Can you scroll down to the last page. 16 And when you said you reviewed the 2014 profit 17 and loss statement for the market -- Neighborhood Market 18 Association, you testified earlier under penalty of 19 perjury that your review of it was that the NMA had lost 20 $800,000 for 2014, correct? 21 A. Not correct. I said the operational losses. 22 I did not say the losses. 23 Q. Well, the transcript will speak for itself, 24 Your Honor -- Mr. Salem. Your testimony to me was very 25 clearR that Oyou testifiedU G very H clearly D that R your Areview F T 26 of the financials indicated that the association had 27 lost $800,000 in 2014. 28 A. You can describe it like that but the
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1 operational losses, that -- that was what I was after. 2 Q. Okay. 3 A. Of course if you sell the building and make a 4 million dollars, that's a different story. 5 Q. But clearly the 2014 profit and loss statement 6 shows there's actually no loss for 2014, correct? Yes 7 or no, sir? 8 A. Operational losses or after the sale of the 9 building? 10 Q. I am talking about the 2014 profit and loss 11 statement that you said you reviewed and testified 12 showed an $800,000 loss. I'm testifying -- I'm asking 13 you does it really show an $800,000 loss? Yes or no, 14 sir? 15 MR. LiMANDRI: Objection. Asked and answered, 16 Your Honor. 17 MR. COUGHLIN: It hasn't been answered. 18 THE COURT: Are you asking about losses for 19 2013 or 2014? 20 MR. COUGHLIN: 2014. 21 THE COURT: That's not for the year 2014. 22 MR. LiMANDRI: That's true. 23 MR. COUGHLIN: Well, the one next to it is 24 2014. 25 R THEO WITNESS U: G That 'Hs one monthD, sirR. A F T 26 MR. COUGHLIN: There's 2014 and there's 2013. 27 MR. LiMANDRI: No, he's right. That's 2013. 28 MR. COUGHLIN: Can we have the 2014.
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1 MR. LiMANDRI: We're not going to give it to 2 you now. 3 MR. MARR: Dean. 4 MR. WILSON: It's part of 283. It's one of 5 the columns in 283. 6 MR. COUGHLIN: Okay. Just while we're on this 7 exhibit -- well, while we're on this exhibit, the -- 8 this exhibit appears to show the combined loss or the 9 combined for 2013 and 2014, so just a correction. If we 10 can find 2014. 11 (Attorneys confer.) 12 MR. COUGHLIN: Do you want to bring up 109-5. 13 BY MR. COUGHLIN: 14 Q. This is the actual profit and loss detail for 15 that year. If you can scroll to the last page. 16 And I believe your testimony was that for 17 2014, the NMA lost $800,000, and this is the 2014 P&L 18 for the association and it clearly shows that the NMA 19 did not lose $800,000, correct? 20 A. I really can't see anything from here. 21 MR. COUGHLIN: Can you bring that up, Rick. 22 It clearly shows actually net income for that 23 year was 198,253 and 68 cents, correct? Yes or no, sir. 24 A. Yes, it shows that number of course but with 25 an explanatioR On. U G H D R A F T 26 Q. I'm just asking testimony earlier was that 27 they lost 800,000? 28 A. I said operational losses and I'm -- I'm
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1 entitled to explain why I said that. 2 Q. You're saying you can exclude -- you're just 3 going to exclude a profit making venture by the board by 4 selling -- 5 A. Can I answer it myself? 6 Q. I'm going to ask you a question. Your 7 testimony is that they didn't because you're going to 8 exclude a profit making venture by the board that year 9 in selling the -- its asset, correct? 10 A. That's a partial answer to that, but the real 11 answer is it shows a pattern of money being lost in 12 2013, '14 and 570,000 something in 2015. That's why 13 it's important. That's why I was answering like that. 14 Q. Well, the profit and loss shows otherwise, 15 correct? 16 MR. LiMANDRI: Objection. It's argumentative, 17 Your Honor. 18 THE WITNESS: Plus I'm only seeing a number if 19 I can sit down with you and we discuss the whole profit 20 and loss statement, this is showing just one number. It 21 really doesn't give you the picture of the operations of 22 the NMA, what was going down like that. 23 MR. COUGHLIN: Well, no question pending, 24 Your Honor. But I don't have any further questions for 25 this Rwitness O, Your U Honor G. H D R A F T 26 THE COURT: Okay. 27 /// 28 ///
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1 CROSS-EXAMINATION 2 BY MR. LAHIRI: 3 Q. Good afternoon, Mr. Salem. 4 A. Good afternoon. 5 Q. You testified earlier that you currently have 6 two stores that are members of the NMA; is that correct? 7 A. I believe so, yes. 8 Q. Okay. And that's Adams Avenue Liquor and OB 9 Star? 10 A. No, RJ Liquor. 11 Q. RJ Liquor. Sorry. And have you previously 12 had other businesses that were members of the NMA? 13 A. Yes. 14 Q. And what are the names of those businesses? 15 A. I had ace liquor, A-c-e. I -- I think the 16 other four were just for a brief period of time, but I 17 think they were members. It's H street Arco, Palomar 18 airport Arco, Carol center Arco, and Mesa Arco. And I 19 probably had another -- another store before that, but I 20 don't have it now. 21 Q. Okay. And these other businesses, when did 22 they cease being members of the NMA? 23 A. I couldn't tell you for sure. 24 Q. Okay. Well, when they stopped be -- when they 25 stoppedR being O members U ofG the HNMA, how D did Ryou go A about F T 26 terminating their membership with the NMA? 27 A. I just stopped paying, but I never got 28 anything that says you're no longer a member.
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1 Q. Okay. So you just stopped paying your dues 2 and with the expectation that the NMA would just take 3 you off their rolls? 4 A. I wasn't sure what they do but I just stopped 5 paying I didn't feel like I want to pay anymore. 6 Q. Okay. You never sent any letter of 7 termination or anything like that? 8 A. No. I was never sent any letter from the NMA 9 telling me you've been terminated either. 10 Q. You testified earlier that you personally 11 reviewed financial records that were obtained from the 12 NMA; is that correct? 13 A. Yes, some of it, not all of it. It was a lot 14 of it. 15 Q. Okay. Okay. And you spent hundreds of hours 16 reviewing those financial records? 17 A. I spent a hundred hours on the case, not -- 18 not just reviewing financial records. Sometimes going 19 to meetings, going to depositions, we had I think 40 of 20 them or so. 21 Q. Okay. 22 A. So I -- I've been to all of them except maybe 23 for a couple. 24 Q. Okay. 25 A.R SoO it' sU in a Gclose Hnumber ofD everything R A. F T 26 Q. Okay. The financial records -- well you 27 testified that you had reviewed some financial records 28 that led you to believe that the NMA was in financial
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1 distress, is that -- is that your testimony? 2 A. Yes. 3 Q. And when did you receive those financial 4 records? 5 A. I believe we -- 2000 -- December 2016 is when 6 we got them. 7 Q. Okay. 8 A. But the alarms didn't go off at that time. 9 I -- I knew earlier that there was something going on 10 and that's why we asked for the financials. 11 Q. Okay. So in December 2016 you were provided 12 with the financial information that you had requested 13 from the NMA, correct? 14 A. Yes. 15 Q. Okay. And in addition, you've also received 16 financials when you attended the 2016 annual meeting, 17 correct? 18 A. That's when I got them is on that day. 19 Q. Okay. And those were provided to you by 20 Jennifer -- is it Virabouth? 21 A. I guess so, yeah, Jennifer Virabouth. 22 Q. And you had asked Amad Attisha at that meeting 23 for the financials and he said you could have them; is 24 that correct? 25 A.R IO asked U at the G meeting H. I'Dm not Rsure ifA I F T 26 asked him specifically, but he instructed her to give it 27 to us after the meeting. 28 Q. And based on the financial records that you
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1 received from the NMA -- can you please pull up 2 Exhibit 1026. 3 Mr. Salem, do you recognize this letter? 4 A. Yes. 5 Q. Okay. And did you prepare this letter? 6 A. I was involved in it, yes. 7 Q. Okay. And this letter is a letter that was 8 sent to various stores in anticipation of the most 9 recent NMA election, correct? 10 A. Correct. 11 Q. Okay. And you did not win that election, 12 correct? 13 A. No, I didn't. 14 Q. Okay. And -- and you drafted this letter 15 along with Mr. Somo; is that correct? 16 A. Yeah, I mean he was there too. 17 Q. Okay. 18 A. But his name is not on it. 19 Q. Okay. And Mr. Zetouna also was a participant 20 in preparing this letter, correct? 21 A. Sure. 22 Q. All right. As well as your attorney, 23 Mr. Grissom? 24 A. I think so, yes. 25 Q.R OkayO. UAnd the G purpose H of thisD letterR wasA - -F T 26 well, what was the purpose of this letter? 27 A. Well, the purpose of the letter was for the 28 members to know the status of the association and to --
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1 for us to suggest alternatives to the current board 2 members, and I think we mentioned in the letter the -- 3 the alarming losses that we found out through discovery. 4 Q. Okay. And in this letter you -- you state 5 that you've received financial -- financial documents 6 from the NMA; is that correct? 7 A. Honestly if I'm going to answer questions on 8 the letter I need either to have it or -- because I 9 can't see that far. 10 Q. I'm happy to get a copy for you? 11 THE COURT: Yes, please. 12 MR. LAHIRI: Is that all right. Your Honor? 13 THE WITNESS: Thank you. 14 MR. LAHIRI: I'm sorry, Your Honor, it's the 15 best copy that we have. 16 THE WITNESS: May be I'll just go up there, 17 yeah. 18 THE COURT: Go up there sure. You can go up 19 there and read off the screen if that's better. 20 BY MR. LAHIRI: 21 Q. And it's the fifth paragraph if you can blow 22 it up. And it says we have also received financial 23 documents from the NMA that show the net loss of -- what 24 is it $500,000? 25 A.R 250O. U G H D R A F T 26 Q. 250 for the fiscal year of 2015. So by 27 that -- by the time that you prepared this letter and 28 sent it out, you had received the financial documents
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1 that you were -- had requested from the NMA; is that 2 correct? 3 A. Well, I mean, we received it in December, so 4 we sent this letter out -- simple math, I'm not sure. 5 We sent it out. We received it. So the date of the 6 letter is -- obviously we received the financials before 7 I sent it. 8 Q. Okay. And that's my question is you received 9 all the financial information you had requested and then 10 you prepared this letter that was sent out; is that 11 correct? 12 A. Yeah, or we used that tool for the letter. 13 Q. And how did you -- how did -- who did you send 14 this list to? Or who did you send this letter to? 15 A. We send it to people that we thought they were 16 members of the association. 17 Q. And how did you identify who to send the -- 18 this letter to? 19 A. It was a list that was made up and -- and we 20 looked at this list and put them in envelopes and we 21 mailed them. 22 Q. Okay. And where did the list come from? 23 A. The list I think you already know as we 24 mentioned in the depos, it was -- it was looking at 25 the -R- the Ochecks U that Gmembers H that Dpaid theirR duesA, butF T 26 it was -- it was an old list maybe from 2014 or '13, and 27 we compiled those numbers -- those names of the stores 28 and the addresses, and we used that to send the letter
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1 out to these people. 2 Q. Okay. So the -- the names of the address of 3 the people that received this letter, that was compiled 4 as a result of a reverse-engineering information from 5 the financial information that you had received; is that 6 correct? 7 A. I mean, if it's engineering, yeah, I guess 8 that's -- we saw the -- we saw the names on the cash -- 9 on the checks that we got from banks and we used that. 10 Q. And who -- who gathered -- compiled the 11 information of the list of addressees? 12 A. To be honest with you, as I testified before, 13 I didn't know who did it. 14 Q. Okay. Do you recall testifying that it was 15 your attorney, Norman Grissom that gave you the -- the 16 address labels of recipients? 17 A. I got the address labels. I'm not sure if 18 it's from him or from -- I'm not sure. From him, from 19 Arkan. It's a group -- group effort. 20 Q. Okay. And then you -- you and Mr. Somo, you 21 mailed these letters out, correct? 22 A. Yes. 23 Q. And I believe that you testified in your 24 deposition that you sent some via e-mail and some via 25 regularR mail O; is Uthat correctG H? D R A F T 26 A. No. Nothing via e-mail. 27 Q. Okay. 28 A. Everything in the mail.
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1 Q. All right. Everything was in the mail? 2 A. Yes. 3 Q. And did you ever receive any response from any 4 of the people that you sent the letter to? 5 A. No. 6 Q. Okay. Do you know if any of those people 7 voted for you in the election? 8 A. No. 9 Q. You testified a little bit about the times 10 that you've requested the membership list and that you 11 wanted it to do campaigning for your election purposes, 12 correct? 13 A. Correct. 14 Q. Okay. 15 A. One of the reasons. 16 Q. Generally speaking? 17 A. Right. 18 Q. Okay. Have you ever sent or provided to the 19 NMA a letter for them to send on your behalf to the 20 members in connection with any election? 21 A. A letter on my behalf saying what? 22 Q. Anything? 23 A. You mean to -- 24 Q. Your campaign position, a letter -- have you 25 ever Rsent orO provided U theG NMA H with aD letter R outlining A F T 26 your campaign position to be sent to the members by the 27 NMA? 28 A. It's no with an explanation.
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1 Q. I'm sure Mr. LiMandri can ask you about your 2 explanation. 3 A. Okay. 4 Q. You testified about the payment of your 5 membership -- your membership and -- and I apologize, I 6 forgot what you said? 7 A. Dues? Membership dues? 8 Q. You said you usually paid them around is it 9 March or May? 10 A. Of this -- the -- what you just showed up 11 today for the -- one of the exhibits was June 15th is 12 when I paid. 13 Q. Okay. And you mentioned something that there 14 would be a -- there's some issue of dues being deducted 15 if you get a rebate; is that accurate? 16 A. Correct. 17 Q. Okay. And in some instances based upon your 18 experience, in some instances, a member may not have to 19 pay any dues whatsoever because their rebate covers 20 their membership fees; is that correct? 21 A. It's possible, yes. 22 Q. Have you ever had that happen for your 23 membership? 24 A. I don't recall. 25 Q.R OkayO. UAnd in G your Hexperience D with R the Aboard F T 26 and the NMA, there's some instances where a member 27 doesn't get a rebate because they haven't sold enough 28 product or they're not entitled to it and at that point
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1 they would owe their full member, correct? 2 A. They would pay the full dues, yes, like in the 3 case of the exhibit that you guys showed. 4 Q. And you would agree that if someone doesn't 5 pay their dues, they are not considered to be a member 6 in good standing, correct? 7 A. I mean, the NMA never kicked anybody out 8 because we wanted to get members, not to kick out 9 members, but of course you're not going to be in good 10 standing, and the NMA always mitigated, always called 11 the people and asked them why, things like that, but of 12 course, you wouldn't be in good standing if you don't 13 pay. 14 MR. LAHIRI: I don't have any further 15 questions. 16 MR. MARR: Just a few questions, Your Honor. 17 CROSS-EXAMINATION 18 BY MR. MARR: 19 Q. Would you please bring up Document 104-1. And 20 could you go to the last page. There's four pages. 21 And -- okay. Of course I can't see any of that. Could 22 you blow up this portion. Okay. And Mr. Salem, do 23 you -- do you recognize this as the 2010 employment 24 agreement that we were discussing earlier during your 25 testimonyR ? O U G H D R A F T 26 A. From that one signature? 27 Q. Well, we can go back to the first page. 28 A. Okay.
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1 Q. Do you want to go to the first page? 2 A. I'll take your word for it. 3 Q. And I'll represent that it is. 4 A. Okay. 5 Q. And so do you see the date on that? 6 A. July 20th -- 20th. 7 Q. Yeah, July 20, 2010? 8 A. Yeah, right. 9 Q. And that looks like generally when it was 10 executed, correct? Okay. 11 And then if we could then go to Document 301. 12 If we could highlight this portion right here. I'm 13 sorry. Yes. The portion right above it. Sorry. 14 Novice working the pointer. 15 Okay. So you see that these are the 16 Neighborhood Market Association meeting minutes from 17 October 13, 2011, correct? 18 A. Yes. 19 Q. And you had provided testimony earlier, I 20 believe, relative to the approval of the personal 21 expense account is that correct? 22 A. What do you mean by that? 23 Q. Okay. Let's go back for a second. I'm tying 24 these two documents together and I don't mean to confuse 25 you. R O U G H D R A F T 26 A. Okay. 27 Q. So in July of 2010, Mr. Arabo's 2010 28 employment agreement is executed and approved by the
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1 board, correct? 2 A. Okay. Yes. 3 Q. Okay. And then these are some minutes that 4 occur after that. 5 A. Correct. 6 Q. Do you follow me? 7 And then if you could go down to -- is it page 8 2? If you could go to page 2. 9 MR. MARR: You point to it. Sorry. 10 MR. COUGHLIN: Page 4. 11 MR. MARR: Page 4. Mr. Coughlin is going to 12 give me an assist. 13 Maybe 5. 14 BY MR. MARR: 15 Q. Okay. And could you highlight -- yes. So 16 would you take a minute to read that to yourself. 17 A. Are you -- this motion by Amir, is that what 18 it is? 19 Q. Yeah, just so you can read it to yourself and 20 you can follow it. 21 A. Okay. 22 Q. Do you -- do you recall this? 23 A. Not really. 24 Q. Okay. Okay. And -- but as you read it, is it 25 your Rinterpretation O U that G what H's actually D beingR approvedA F T 26 here is not the personal expense provision from the 27 employment agreement, but rather just his -- his bonus, 28 the bonus that he is entitled to under his personal --
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1 under the 2010 employment agreement? And if you're not 2 clear about that I'll ask -- I'll ask a different 3 question? 4 A. No, no, I'm looking at it again. I want to 5 give you a good answer. 6 Q. Okay. Right, I just want to confirm that this 7 motion is seeking to finalize the amount of Mark's bonus 8 as $28,819 and 90 cents and make the total amount 9 payable as an expense account provided by the approval 10 of the CPA and then it was seconded and -- and the 11 motion passed. Correct? 12 A. Yeah, the second part is the confusing part 13 making it an expense account. But, yes, this was a 14 motion to make it his bonus, yes. 15 Q. All right. And if you could go back up to the 16 top page, page 1. I'm sorry. I'm going to have 17 Mr. Coughlin assist me again on that? 18 MR. COUGHLIN: Page 4. 19 MR. MARR: Page 4. 20 THE WITNESS: Page 4? 21 MR. MARR: Yes. 22 (Attorneys confer.) 23 BY MR. MARR: 24 Q. So if you would -- this part. Right here. 25 Okay.R Right O there U? I'Gm sorry H. I' mD going R to get A there F. T 26 Right underneath it. 27 MR. COUGHLIN: There you go. 28 MR. MARR: I'm better with a golf club.
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1 BY MR. MARR: 2 Q. Okay. So would you take a minute to read that 3 too. 4 You can tell me when you're -- 5 A. I quickly read it, yes. 6 Q. Okay. So if I follow what actually is 7 occurring here is that what's being approved or what's 8 being calculated is actually the bonus payout for his 9 2010 performance under the 2010 employment agreement, 10 correct? That's actually what's being awarded to him, 11 correct? 12 A. That's what it says here. 13 Q. As a result of the meeting here? 14 A. That's what the document says yes. 15 Q. Okay. You can let that down. 16 One other question. Back in 2006, I believe 17 you were the -- if I followed your testimony, you were 18 the executive director; is that correct? 19 A. No. 20 Q. Executive chairman? 21 A. Yes. 22 Q. Okay. And during that time how many other 23 board members served with you? Do you recall? Do you 24 recall who was on the executive board? 25 A.R WhoO was U on the G executive H boardD? R A F T 26 Q. Yeah, do you recall at that time? 27 A. I mean, I can't give you an a hundred percent 28 answer.
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1 Q. No just as best as you recall? 2 A. I mean it was Basil Zetouna was there. I 3 think some of the new members from the -- the new 4 association that we -- that we -- 5 Q. Okay. 6 A. Go ahead. 7 Q. So it was at least you and Mr. Zetouna, 8 correct, and you were on the exec -- you were on the 9 executive board, correct? 10 A. There was about 18 people. 11 Q. Okay. That's fine I'm just trying to figure 12 out the -- you were the executive chairman and 13 Mr. Zetouna was also on the executive board with you, 14 correct? I don't need to know the other -- 15 A. I believe Mr. Zetouna was too, yes. 16 Q. Okay. As best you recall. And at that time 17 do you recall an incident where Mr. Oram at that time he 18 was a member of the NMA, came to the NMA offices where I 19 believe you were having a meeting, not a closed session 20 meeting, but a meeting of the executive board? Do you 21 recall that incident? Do you recall at any time where 22 he might have in that year come to a meeting where you 23 were presiding as executive chairman? Chairman of the 24 executive board? 25 A.R AmirO Oram U came G to theH -- heD came Rto the A F T 26 association a lot of times, but I'm not sure what 27 incident you're referring to. 28 Q. Okay. Do you recall an incident where he had
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1 come there and I believe that he was delivering some 2 type of a cold medicine or something like that to -- at 3 Mr. Arabo's request? 4 A. No. 5 Q. Do you recall kicking him out of that meeting? 6 A. No. 7 MR. MARR: Thank you, Mr. Salem. 8 THE COURT: Sure. 9 MR. LiMANDRI: Your Honor, as a prior 10 consistent statement I'd like to read two short experts 11 from the same deposition transcript that Mr. Coughlin 12 read. It's the March 27, 2017 transcript of Samir Oram. 13 MR. COUGHLIN: Salem. 14 MR. LiMANDRI: I'm sorry, Salem. Page 25, 15 lines 5 through 12. 16 "QUESTION: And what is your understanding of 17 that personal expense account? 18 "ANSWER: My understanding is that the 19 personal account is to be used for NMA business related. 20 Then the next page, 26, lines 2 through 7. 21 "What is your understanding of the part of 22 Mr. Arabo's 2012 employment agreement calling for a 23 personal expense account? 24 "ANSWER: Personal expense account is for use 25 for NMAR business O .U" G H D R A F T 26 REDIRECT EXAMINATION 27 BY MR. LiMANDRI: 28 Q. You also were asked questions about being
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1 ousted from office. What did you mean by? 2 A. Well, in the 2010 elections, we -- myself and 3 Mr. Basil Zetouna we would always get the top votes when 4 we -- when there was an election, and so when we got -- 5 we were number, I'm not sure, 14 or 15 in the standings, 6 something like that, it was really alarming to me. So I 7 went to the board and I asked to see the ballots, 8 because I couldn't believe that. 9 So there was a lot of commotion. Some of them 10 didn't want to give them to me, and to make a long story 11 short, I was able to -- to see the ballots. So I sat in 12 the office along with the chairman at the time. Ramzi 13 Murad was the chairman, I think, at the time, and they 14 showed me a ballot -- the ballots, and what I saw was 15 shocking. They had -- I think at the time it was 15 16 candidates on the ballot, yet the same 10 being checked 17 off on close to probably 80 to 100 ballots, and I took 18 them one by one and I counted them and I looked at them, 19 you know, I said how is this possible? How is it 20 possible that that many stores vote for the same exact 21 10? And that's how I know I was ousted. 22 Q. Were you ever given permission to look at the 23 ballots after that? 24 A. No, that was the last time. 25 Q.R OkayO. UYou were G asked H questions D aboutR theA loss F T 26 of revenue in 2014, and I want to show, if I could, how 27 we came up with the 805,000 in losses starting with 28 Exhibit 4-001.
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1 Okay. Looking at -- you understand the form 2 990 is the tax form that a nonprofit like the NMA has to 3 file. 4 A. Correct, yes. 5 MR. COUGHLIN: Your Honor, we object on 6 foundation. 7 MR. LiMANDRI: Well, I'm going to go to the 8 tax form next. 9 MR. COUGHLIN: This exhibit a demonstrative 10 exhibits that contains significant input from 11 Mr. LiMandri and his firm at the bottom of it and it 12 lacks foundation at this point. 13 MR. MARR: It's not a document produced by the 14 NMA -- it's a document -- it's a demonstrative -- 15 MR. LiMANDRI: Your Honor, I'm just going to 16 use this and then go back to the 990 where the 17 information came from so I'm not going to go through any 18 of this other information that are footnotes that refer 19 to the 990, I can go right to the 990 I just thought it 20 would be clear to start to this. 21 THE COURT: Do you want him to do the 990 22 first? 23 MR. COUGHLIN: Let's go to the 990. 24 BY MR. LiMANDRI: 25 Q.R AllO right U. LetG's startH with D Exhibit R 256A-009 F. T 26 Okay. This says Neighborhood Market Association on top. 27 Can we go to No. 6? 28 MR. MARR: Chuck, I'm sorry, what number is
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1 this? 2 MR. LiMANDRI: It's Exhibit 256-009 and then 3 I'm going to go to the front page after this. 4 MR. MARR: Okay. Thank you very much. 5 MR. LiMANDRI: But I want to show where this 6 one number comes from first. 7 BY MR. LiMANDRI: 8 Q. So question No. 6, can you blow up just this 9 one section here? Let's go to No. 7 then. That's not 10 showing what I want. There you go. Can -- it says 11 gross amount from sales of assets and other than 12 inventory. And by the way this is for the year 2014, do 13 you see that? 14 A. Yes. 15 Q. Okay. And then gross amount from sales of 16 assets other than inventory, would that -- you 17 understand that to be the sale of the NMA building in 18 that year? 19 A. Is that showing about a million -- 20 Q. 3 million, 900 -- 320,000, less cost and 21 expenses, with a gain of 920,710. Do you see that? 22 A. Yes. 23 Q. Okay. Now let's go to the first page of that 24 990, 256-001. 25 R OkayO. UAgain G2014, HNeighborhood D MarketR A F T 26 Association, form 990, and again if we can blow up right 27 here and show this number. The 920,000, it says it's 28 called income investment but that's the same 920,926
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1 which is the profit from the sale of the building, 2 correct? 3 A. Correct. 4 Q. Okay. Now let's go back to the main document. 5 Okay. So if you subtract the 920 from what it says 6 revenues less expenses t profit for that year, would you 7 agree that for 2014, which is the current year, they're 8 saying the total profits -- and I believe this is what 9 Mr. Coughlin was referring to only I'm giving you the 10 number they told the IRS, $115,664 for 2014, correct? 11 A. Correct. 12 Q. And as a matter of fact the year before they 13 lost 251,434, correct? 14 A. Correct. 15 Q. Now, if you subtract 115, which is what 16 they -- they showed they made in profits that year from 17 the 920 that came from the sale of the building does 18 that give you D 805? 19 A. Yes. 20 Q. Okay. But if they hadn't sold the building 21 this 115 would be a negative 805; is that correct? 22 A. Correct. 23 Q. Thank you. So tell me, is the NMA in the 24 business of selling real estate? 25 A.R NoO. U G H D R A F T 26 Q. Okay. You were asked by Mr. Lahiri if you 27 received all the financial documents to date. Have you 28 received any of the receipts for the tens of thousands
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1 of dollars, hundreds of thousands of dollars, actually, 2 in expenses that showed up on the NMA credit cards by 3 Mr. Arabo and his staff? 4 A. On the credit cards, I didn't see anything. 5 Q. Have you received documents showing where the 6 $600,000 went that was paid to Mr. Cardenas in the years 7 of 2013 and 2014? 8 MR. COUGHLIN: Objection. Overbroad. 9 MR. LAHIRI: Objection. 10 MR. COUGHLIN: Vague. 11 MR. LAHIRI: Join. 12 BY MR. LiMANDRI: 13 Q. Have you received copies of all the checks or 14 receipts or invoices, anything showing all the services 15 that were rendered for that amount of money that was 16 paid out to Mr. Cardenas? 17 MR. COUGHLIN: Compound. Vague. 18 MR. LAHIRI: Join. Lacks foundation as well. 19 THE COURT: Well, whether it happened or not, 20 the question is did you receive any documentation on 21 that, so it's a question of what happened to you 22 personally. You can answer that. 23 THE WITNESS: Yes, we received from Cardenas 24 consulting, we received invoices that says consulting on 25 it. R O U G H D R A F T 26 BY MR. LiMANDRI: 27 Q. Okay. Did it show sufficient detail to 28 establish what services were actually provided?
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1 MR. COUGHLIN: Objection. 2 THE WITNESS: The ones I saw just said 3 consulting that's it. It says 10,000 or 20,000, 4 different numbers. 5 BY MR. LiMANDRI: 6 Q. You were asked about the reverse engineering 7 list that was done. How many names were you able to 8 garner approximately by doing that? 9 A. I -- I would say approximately 200. 10 Q. Okay. And any idea what the total membership 11 of the NMA would have been at the time you sent that 12 letter out to 200 people? 13 A. Well, according to the NMA, they're in the 15 14 hundreds. 15 Q. Okay. And you were at best able to reach, 16 what, doing the math, something like one seventh of the 17 total membership? 18 A. Yeah, yeah, but -- 19 Q. Okay. You were also asked about whether or 20 not you would have been satisfied with writing the 21 membership yourself if you would have allowed the 22 current leadership of the NMA to send a letter to the 23 membership on your behalf, and if that alternative had 24 been offered to you, would that have been a satisfactory 25 meansR for youO to Ucommunicate G Hwith the D members R? A F T 26 A. I say no. 27 Q. And why not? 28 A. Well, because this is the same NMA that didn't
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1 allow me to get the list and I don't trust them. I'm 2 not -- I can't trust them after I saw what's going on, 3 and the way they conducted their elections and the way 4 they're running the association, how can I be for sure 5 that they'll take what I'm -- what I ask them, ask the 6 members or present to them, and how can I be sure that 7 they send them this information? 8 Q. By the way, were you aware that when 9 Mr. Grissom said that you were going to be joining the 10 list of people on a potential lawsuit, that their 11 attorney wrote back and said they're going to see you 12 and Mr. Grissom for malicious prosecution? 13 A. Yes. 14 Q. Were you aware of that? 15 A. I'm aware of something like that, yes. 16 Q. And assuming these are the same people that 17 are threatening to sue you for even asking for the 18 membership list, did you feel you could trust them to 19 fairly send any communications you wanted to make with 20 the membership? 21 A. I couldn't trust them, and, in fact, they did 22 sue us. 23 Q. They sued you over sending that letter out, 24 correct? 25 A.R CorrectO U. G H D R A F T 26 Q. And what happened? What's your understanding 27 of how that was resolved? 28 A. Their -- the lawsuit was thrown out at the
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1 court. 2 MR. LiMANDRI: Okay. That's all the questions 3 I have. Thank you, Your Honor. 4 THE COURT: Anything else? 5 RECROSS-EXAMINATION 6 BY MR. LAHIRI: 7 Q. Mr. Salem you were just asked about the 8 lawsuit that was filed against you by the NMA because of 9 the use of the list that was reverse engineered. In 10 that case you took the position that campaigning and 11 using the membership list for campaigning purposes was a 12 legitimate use of that list, correct? 13 A. Correct. 14 MR. LAHIRI: Thank you. 15 THE COURT: Anybody else? Any other 16 questions? 17 MR. MARR: Just one second, Your Honor. 18 MR. COUGHLIN: Nothing further. 19 MR. MARR: Nothing further, Your Honor. 20 THE COURT: Thank you, sir. 21 THE WITNESS: Thank you, Your Honor. 22 MR. MARR: Do you think we could take just a 23 real quick break. 24 THE COURT: Yeah, we'll take 10 or 15 minutes. 25 R MRO. MARR U: If G the CourtH is Dfine . R I was A just F a T 26 quick restroom. 27 THE COURT: Well, it's about the time we take 28 one anyway.
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1 MR. MARR: Thank you, Your Honor. 2 THE COURT: So let's do that. 3 (Recess.) 4 THE COURT: Okay. 5 MR. JONNA: Your Honor, plaintiffs call Saad 6 Hirmez. 7 8 SAAD HIRMEZ, 9 called as a witness on behalf of the 10 Plaintiffs, having been first duly sworn, 11 testified as follows: 12 13 THE WITNESS: Yes. 14 THE CLERK: Please have a seat at the witness 15 chair. 16 Sir, may you please state your name and spell 17 it for the record. 18 THE WITNESS: My name is Saad Hirmez, last 19 name is H-i-r-m-e-z, first name is S-a-a-d. 20 THE CLERK: Thank you. 21 DIRECT EXAMINATION 22 BY MR. JONNA: 23 Q. Good afternoon, Mr. Hirmez? 24 A. Good afternoon. 25 Q.R CanO you U please G tell H us your D occupation R ?A F T 26 A. I am self-employed, have been since 27 October 1969 with the family. 28 Q. Okay. What kind of businesses?
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1 A. Sorry? 2 Q. What kind of business are you in? 3 A. Primarily grocery store, supermarket business 4 and also real estate. 5 Q. Where were you born, sir? 6 A. I was born in Mosul, Iraq. 7 Q. And when did you immigrate to the United 8 States? 9 A. October 1969. 10 Q. You're not a party to this lawsuit, right? 11 A. I am not. 12 Q. Are you familiar with the Neighborhood Market 13 Association? 14 A. Yes, I am. 15 Q. How so? 16 A. I was one of the people that was on the 17 founding board back in 1993, 1994, and served since I 18 believe 2013 -- I served about 19 years on the board. 19 Q. Were you ever chairman of the board? 20 A. I was chairman and executive chairman several 21 times over. 22 Q. As chairman of the board, were members 23 entitled to the NMA's financial records? 24 A. Board members? 25 Q.R OkayO. ULet's Gstart H-- D R A F T 26 A. Or -- 27 Q. Members generally? 28 A. Possibly, but I mean, members never really to
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1 the best of my recollection asked for financial records. 2 I'm not really sure. 3 Q. Did you ever refuse a member's request for 4 financial records? 5 A. Not that I recall that there was any member 6 that even asked for one. 7 Q. Did -- were members entitled to the NMA's 8 membership list? 9 A. It's the same answer to the financials. 10 Q. So no one ever asked for a copy and you 11 refused? 12 A. Not to my recollection that anybody asked for 13 one. 14 Q. And as chairman of the board when were NMA 15 dues typically paid? 16 A. You know, there really wasn't a time. There 17 was several changes over in the building process. I'm 18 not -- it was anywhere between March and June or 19 something like that. It was really pretty vague. 20 Q. Did you ever suspend or terminate a member for 21 failing to pay dues on a certain time period? 22 A. Not to my recollection. 23 Q. So during your 19 years on the NMA -- strike 24 that. 25 R DuringO Uyour timeG on H the NMA D board R, did Ayou F T 26 ever terminate a member ever while you were on the NMA 27 board? 28 A. Not that I can remember.
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1 MR. LAHIRI: Your Honor, I'm going to object 2 on the grounds, is Mr. Jonna asking him personally or 3 the -- or as the NMA as a corporate entity? 4 THE COURT: Well, his knowledge during the 5 time he was on the board. That's what I understand the 6 question to go to. 7 MR. JONNA: Right. That's right. 8 THE COURT: So it's what he knows. 9 MR. LAHIRI: I'm asking when he says did you 10 ever terminate, is it him personally or the board, 11 that's my confusion. 12 MR. JONNA: I can rephrase the question. 13 THE COURT: Go ahead. 14 BY MR. JONNA: 15 Q. While you were on the board, did the NMA ever 16 terminate any members? 17 A. Not to my recollection. 18 Q. Okay. I want to take a look at Exhibit 335, 19 please. This is a -- this is a 2012 employment 20 agreement entered into between the Neighborhood Market 21 Association and Mark Arabo and I want to turn your 22 attention to page 3. Section 5, if you could please 23 zoom in. 24 If you -- first of all, are you familiar with 25 this R-- with O these U provisions G H which Ddescribe R end A of theF T 26 year performance bonus for Mr. Arabo. 27 A. It's been too long. I don't remember the 28 details of the contract.
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1 Q. Okay. Why don't you take a quick look at 2 them. The first -- at the very top, it says if the 3 corporation achieved a net profit of 50,000 or more the 4 corporation shall pay employee a performance bonus as 5 follows and then it sets forth four points and the first 6 is that -- well, let's take a look at the -- at the 7 fourth point: Employee's bonus shall never exceed 8 100 percent of the prior year's salary. 9 Do you recall that? 10 A. I don't know I do remember that. I do 11 remember that. 12 Q. Okay. And the last point it says depreciation 13 and/or profit realized from the sale of real estate 14 shall not be included in the net profit calculation for 15 purposes of determining employee's bonus. Do you 16 remember that provision? 17 A. Yes, I do. 18 Q. So other than these provisions which spell out 19 the end of year performance bonus was Mr. Arabo entitled 20 to any other bonus as far as you're aware? 21 MR. COUGHLIN: Objection calls for a legal 22 conclusion. 23 THE WITNESS: I -- 24 THE COURT: Well, to the extent of your 25 knowledgeR youO can U answer G. H D R A F T 26 THE WITNESS: Well, Your Honor, I believe this 27 was the second contract when I was -- when I was there. 28 This is Mark's second contract. And if I -- to my
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1 recollection is, is that Mark I think we had authorized 2 Mark to be able to get bonuses from certain events that 3 the association had, and I'm not sure if it was in the 4 first agreement or the second agreement. I do remember 5 that the first agreement salary was a lot less than the 6 second agreement, so they're kind of running in my head 7 right now one into the other. I -- I know that, like I 8 said, the second contract were very, very lucrative 9 versus the first one, and I don't remember if the 10 bonuses from our events as in dinner banquet, golf 11 tournament, also were part of the second agreement or 12 not. I know one thing is that we did our best to tailor 13 the contracts for Mark's benefit so it would limit his 14 taxation, and I remember there was a concern about how 15 his salary was going to be structured due to the -- due 16 to the taxation and all that and I think they came up 17 with a creative way. We had a CPA that sat on the board 18 and I think he was heavily involved in this in advising 19 and they came up with a creative way of limiting -- 20 limiting how much tax Mark would -- would have to pay 21 based on how the language was entered into this 22 contract. 23 BY MR. JONNA: 24 Q. So other than the contract though, were there 25 any otherR -O- were U there G any otherH bonuses D Rbe awarded A toF T 26 Mr. Arabo other than the bonus provided for specifically 27 in the contract? We'll look at the other contract in a 28 second.
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1 A. Sure, not to my knowledge. 2 Q. Let's take a look at the 2010 contract, which 3 is 1041. Let's look at the last page, please. If you 4 could please highlight the signature right here. 5 Is that your signature, sir? 6 A. It is. 7 Q. So you were one of the signatories to this -- 8 to the 2010 contract? 9 A. Yes. 10 Q. Okay. Let's take a look at the second page of 11 the contract, please. 12 Can you highlight this paragraph? 13 Okay. So you see here there's a reference to 14 a personal expense account? It says -- if you would 15 like a copy -- 16 A. Yeah, I wouldn't mind because it's hard to 17 read it from here, plus I have bad eyes. 18 MR. LiMANDRI: What is the exhibit number 19 again? 20 MR. JONNA: 1041. 21 MR. LiMANDRI: Can you pull it for him, 22 please. 23 MR. WILSON: Pardon me. 24 BY MR. JONNA: 25 Q.R OkayO. UWe're Glooking H at page D 2 underR sectionA F T 26 4, compensation, and I'm just calling to your attention 27 the last few words of the paragraphs that follow where 28 they reference a personal expense account.
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1 A. I am sorry. I'm not seeing it. Someone's 2 going to have to point it out to me. Page 2? Is this 3 page -- these are not numbered, oh, yeah, I see it, page 4 2 on the bottom. Okay. Where am I looking at please? 5 Which part? Because I'm having issues with my eyes. 6 Right there? Okay. Let me read it. 7 Q. So under compensation, there's a salary amount 8 and then there's an amount for a personal expense 9 account, and my question is, was it your understanding 10 that the personal expense account authorized Mr. Arabo 11 to use NMA funds for his personal use as opposed to for 12 NMA purposes? 13 A. No, it should have been for NMA purposes. 14 Q. Okay. Can you give us some examples of 15 expenses that would have been authorized under the 16 personal expense account? 17 A. I mean, one of the biggest one is that -- 18 we -- Mark did a lot of entertaining with our vendors 19 and -- that supported our association, so there was a 20 lot of lunches and meetings, and to the best of my 21 knowledge it should have been just lunches and not much 22 more than that. 23 Q. Would it have been appropriate for him to use 24 NMA credit cards for him to buy, for example, groceries 25 for hisR family O? U G H D R A F T 26 A. No, but I want to go back to your question. 27 I -- you said personal, was not -- like -- I mean I 28 think we had authorized him to charge airline tickets or
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1 something, but that wouldn't have been personal that 2 would have NMA business, correct. 3 Q. NMA business? 4 A. Yeah. No, go ahead with your question. I'm 5 sorry. 6 Q. Okay. My question was: So your understanding 7 as a signatory to this agreement was that the personal 8 expense account authorized Mr. Arabo to incur personal 9 expenses related to NMA business? 10 A. NMA businesses only, yes. 11 Q. Okay. Let's take a look at Exhibit 301, 12 please. These are meeting minutes for an NMA board 13 meeting that took place on October 13, 2011. If you 14 look at the people present, your name is right there, 15 Saad Hirmez, so I want to ask you a question about this 16 meeting. 17 If you can turn to 301-004, please. If you 18 could highlight that line right there. It says Mark is 19 speaking it says I got an idea from Congress where I can 20 take this bonus as an expense account. It would save us 21 on taxes. 22 Do you recall a discussion to this effect 23 during this board meeting? 24 A. Vaguely, like I said, Mark's concern was with 25 the salaryR Othat wouldU impactG Hhis taxation D ,R so we A were F T 26 trying to find creative ways to limit his taxation. 27 Q. Okay. Let's take a look at the next page, 28 please. 301-005. If you could please highlight
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1 starting with Spencer all the way down to Mark right 2 here. 3 This is an exchange and it says, Spencer is 4 asking does the expense have to be for the entity or 5 personal? And Mark says it has to be related to the 6 association business. Is that consistent with your 7 understanding, sir? 8 A. Yes. 9 Q. Okay. A couple of lines down it says Mark 10 says it has to be somewhat related to the company and 11 then Mark says: Yes, it is my money. I'm just taking 12 it as an expense. Do you remember this discussion, sir? 13 A. There was a lot of discussion. I -- I do 14 vaguely remember something like that, yes. 15 Q. Okay. Are you aware that the NMA sold the 16 building it owned in fashion valley? 17 A. Yes, I'm very much aware of that. 18 Q. And a did you agree with that decision? 19 A. I had no say so. I wasn't on the board 20 anymore. 21 Q. But as a former long time chairman -- 22 A. It -- it destroyed me to hear that they sold 23 that building. 24 Q. And why is that? 25 A.R IO was heavilyU G involved H in theD sale R of ourA F T 26 former building and to move up to a trophy property that 27 put us in a centralized location to bring us more 28 notoriety with the politicians of the world and to show
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1 off our might and how nice and big and strong we were 2 with this beautiful trophy property that we acquired. 3 And I believe Mark told me that we spent 4 somewhere between half a million to $800,000 remodeling 5 this building. So it -- that building was our pride -- 6 pride and joy that -- I mean, we were so proud. And I 7 escrowed that building and turned around and double 8 escrowed it to the NMA to try to minimize the -- the 9 broker's fees so we could try to save on some broker's 10 fees. 11 And we were very, very fortunate that our 12 broker lend us a great tenant by the name of Keller 13 Williams, and my recollection at the time tells me that 14 Keller Williams was paying us $9,000 a month in rent and 15 our mortgage, I believe, was somewhere around 4,500. So 16 we were cash flowing -- we were cash flowing in the 17 neighborhood of $4,500 a month and having a lavish 18 office for free, rent free. 19 So when I heard that they let go of all that 20 and went into paying rent, it really, really bothered 21 me. When I asked in a meeting that I had on a different 22 matter and Amid Attisha was there, and I said why in the 23 world would you sell the building? And he said because 24 we're not in the business of holding real estate. 25 R WellO, youU were G on theH board D when Rwe purchased A F T 26 this building so I'm not -- it still is very, very mind 27 boggling and bewildering to me as to how do you sell a 28 building that's making you money? It's very disturbing.
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1 Q. So do you actually know what it was sold? 2 What was told to you in that regard as to why it was 3 sold? 4 MR. COUGHLIN: Objection compound. 5 BY MR. JONNA: 6 Q. What was told to you as to why the building 7 was sold? 8 A. We -- he pretty much said that we're not in 9 the business of holding real estate, but after I 10 pried -- after I pried and started talking to some 11 people, I understand the NMA was losing money and they 12 needed that building to keep -- to sell that building to 13 stay afloat because membership was dropping. The dues 14 of the members were raised from somewhere -- they 15 started out at a hundred. I think when I ended they -- 16 when I left I believe they were 250 and then afterwards 17 Amad Attisha raised them to $500 and members were 18 dropping like flies, and I believe they needed to self 19 sustain their everyday operation. 20 Q. And I want to ask you about the 2014 bonus to 21 Mr. Arabo. As a former long time chairman, do you 22 believe it was appropriate for the NMA to pay its 23 president a 15 percent commission based on the sale of 24 its building? 25 A.R AbsolutelyO U not G. H D R A F T 26 Q. Why is that? 27 A. Mark was -- Mark was rewarded very, very 28 handsomely. He was very well taken care of with his
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1 salary and his contract, and this NMA was a nonprofit 2 organization. If -- if they felt that they needed to 3 distribute money, if they had excess money and they were 4 flourishing like that, then it should have gone back to 5 the membership. By him not having members pay for the 6 next three years or whatever the formula would have 7 worked out. But not to pass it out as their -- as their 8 will as if they owned it. 9 Q. Were you on the board when Nashat Damman 10 resigned? 11 A. I was. 12 Q. Who is Nash Damman? 13 A. He was a board member and a treasurer at the 14 time. 15 Q. And -- and what led to his reds nation? Do 16 you know? 17 A. It was a discussion. I couldn't tell -- give 18 you word for word but there was a discussion that was 19 going on and there was a question came up as far as 20 members and financials and Nash asked for the financials 21 and for whatever reason Mark told him that you're not 22 entitled to financials. Your position is only symbolic. 23 And the guy blew his top. He blew his top and he got 24 very, very animated and frustrated that he was being 25 disrespectedR O that U his positionG H was onlyD symbolic R A and soF T 26 the argument became heated, and he then resigned and 27 then it got a bit ugly afterwards. 28 Q. Did Mr. Arabo threaten to sue him?
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1 A. Mark did threaten to sue him, and I 2 intervened. I intervened. I became the liaison between 3 the two and I went back and forth and I spoke to 4 Mr. Damman several times and I talked him into allowing 5 me to write a letter of apology. So I wrote a letter of 6 apology on his behalf which he -- which he signed, and I 7 forwarded it to the -- to the association to keep -- 8 keep peace when the family so to speak. 9 Q. Are you aware of members of the NMA handing 10 out ballots at stores and asking them to vote in a 11 certain way? 12 A. I am. 13 Q. Okay. Tell us what you know about that? 14 A. I know Mr. Amir Oram who was a board member, 15 his primary job and obligation and duties were when it 16 came time for election for him to go to stores and 17 gather -- gather signatures of people that he felt that 18 should be on the board, and I know he went to my own 19 nephew and partner and asked him to vote and my nephew 20 told him my uncle serves on the board and why would I 21 vote the way you want it? All I have to do is ask my 22 uncle. 23 Q. How -- do you know if he had access to the 24 membership list? 25 A.R IO -- not U for Gsure, Hno. D R A F T 26 Q. Okay. Were you on the board when Arkan Somo 27 was president? 28 A. I was on the board with every single president
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1 that we had. 2 Q. Okay. Was Mr. Somo transparent with his 3 financial dealings as president? 4 A. As -- 5 MR. MARR: Objection. Vague and ambiguous. 6 MR. LAHIRI: Join. 7 THE COURT: You can -- no you can answer it. 8 Go ahead. 9 THE WITNESS: Yes, he was to the best of my 10 knowledge -- at the time that I sat on the board, yes, 11 he was. 12 BY MR. JONNA: 13 Q. Did he request board approval before making 14 expenditures for the NMA? 15 A. Yes, he did. He did. Because we started out 16 the -- we started this organization without a red cent, 17 without a red cent, and we struggled and -- for every 18 penny, and yours truly sitting over here neglected his 19 family, neglected his two little kids, I poured my heart 20 and soul in gathering funds to grow the association, 21 because I was the only one that had been in business at 22 the time for 28, 30 years plus and I was the one that 23 knew all the vendors and knew the -- not only the 24 vendors I knew owners, so I was -- I was a key role and 25 a keyR -- andO I playedU anG instrument H D-- a majorR roleA andF T 26 an instrument in getting these vendors to -- to support 27 our golf tournament, to support our dinner banquet and 28 to bring money into this organization and to grow it.
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1 MR. COUGHLIN: Move to strike, Your Honor. 2 It's nonresponsive. It's a narrative. 3 MR. JONNA: I think it's responsive, 4 Your Honor. 5 THE COURT: Denied. Go ahead. It will stay. 6 BY MR. JONNA: 7 Q. Did the dynamic on the board change under 8 Mr. Arabo's leadership? 9 MR. COUGHLIN: Objection vague. 10 THE WITNESS: I felt -- I felt -- 11 THE COURT: Overruled. Go ahead. 12 THE WITNESS: I said before that Arkan Somo 13 took this association from the beginning to the time 14 that he left and he grew it and did -- did a fine job. 15 Auday Arabo after Arkan left, grew this association and 16 also did a fine job and Mark Arabo also grew this 17 association and did a fine job until the last two, three 18 years that I served on the board and things started 19 changing. 20 BY MR. JONNA: 21 Q. And what changed? 22 A. Mark had political aspirations, I think our 23 association got neglected by Mark's political 24 aspirations. I think the membership was being 25 neglectedR . O I don U't think G there H was Denough R attention A F T 26 being paid to our members, and -- and there was -- for 27 me personally, for me personally, I felt that there was 28 a lot of things that were going on behind the scenes
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1 that even though I was executive chairman that I was not 2 aware of until we had a board meeting. 3 Q. Can you give me some examples? 4 A. Not specifically, not specifically. I mean, I 5 can just tell you that there's -- there seems like there 6 was decisions made by three, four people during personal 7 meetings or what have you that would come to the board 8 that I discovered during board meetings and not 9 beforehand. 10 Q. Who were those two three or four people? 11 A. I would say one of them was Amir Oram. The 12 other was Amad Attisha, possibly Ramzi Murad and 13 possibly Bashar Ballo. 14 Q. I want to talk about a couple of exhibits 15 briefly. Let's pull up 1035, please. This is a letter 16 that Mr. Somo sent and talked about earlier in this case 17 dated December 22, 2008. He sent it on behalf of 18 Haitham jam mow ^ , and if you could please enlarge the 19 second and third paragraphs. 20 As you can see in the letter, he -- he states 21 as president of the Neighborhood Market Association and 22 then he says I witnessed firsthand -- and then later on 23 he goes on to make some other grammar errors. And 24 apparently the -- the board thought he was 25 misrepresentingR O himselfU G as theH president D ofR the A F T 26 Neighborhood Market Association at the time. Do you 27 remember this letter? 28 A. Yeah, I do. It was brought to our attention I
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1 believe by Mark in one of our board meetings. 2 Q. What do you remember about this? 3 A. Well, I remember Mark was upset, some other 4 people on the board were upset that Arkan was out there 5 working as a private consultant or individual 6 representing people and the -- Mark or someone felt that 7 he's misusing his authority or past relationship in this 8 letter. 9 Q. Was that your impression as well? 10 A. No. To be honest with you, as you just 11 mentioned, grammar and all that, when Arkan first 12 started with us on the board I used to constantly have 13 to correct his grammar and his language all the time, so 14 I don't -- I don't think his intentions were that, but 15 I -- you know, that's just me saying that. 16 Q. Okay. Let's take a look at the next exhibit, 17 1036, please. This is a letter that is signed by you, 18 sir, Saad Hirmez. It's dated April 10, 2019, if you 19 could enlarge the later, please. 20 MR. LiMANDRI: 2009. 21 BY MR. JONNA: 22 Q. I'm sorry, 2009. If you can enlarge this. 23 So basically it's a cease and desist letter. 24 It says, it's brought to our attention you've been 25 representingR O yourself U asG the Hpresident D, and R then A it asksF T 26 him to cease and desist and invites him to a board 27 meeting to explain. 28 Do you remember this letter, sir?
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1 A. I do. 2 Q. Did you draft this letter? 3 A. I did not. I believe it was drafted either by 4 our counsel Spencer Skeen or Mark or collectively, and 5 I'm the one that signed it. 6 Q. And were you hesitant to send a letter? 7 A. I -- I'm -- I -- I've always been a peaceful 8 person and during this -- the time that I served in this 9 association, I found it to be un -- uncomforting but I 10 had no choice, I was the chairman and it was my 11 responsibility, due to the gray area whether Arkan's 12 intentions -- you know, not knowing his true intentions. 13 Q. Right. And have Mr. Salem, Mr. Somo, or 14 Mr. Zetouna at any time ever told you that they wanted 15 to form a separate association? 16 A. They -- there was -- there was talk -- I'm not 17 sure which one of them or collectively, but there was 18 talk that they wanted to form an association and, in 19 fact, after we were all guests or -- at one of the board 20 meetings, I might have leaked it out that we were going 21 to go and have a meeting at D.Z. Akins and we did meet 22 at D.Z. Akins to discuss that matter and as a matter of 23 fact Mark was generous enough, he picked up the phone 24 and called D.Z. Akins and prepaid our bill there and 25 discussionsR O were U-- were G had .H There D was someR people A F T 26 that were upset in the directions that the NMA was 27 heading, so we came to a conclusion and especially me to 28 quash this whole ordeal that we -- we had an association
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1 already and we did not need to go and start another 2 association. 3 Q. Okay. And are you aware, sir, that Ron Fowler 4 donated $100,000 to the NMA education foundation? 5 A. Yes, I am. I was there. 6 Q. Okay. And did you know that the NMA took the 7 foundation's funds for its general use? 8 A. No, I do not remember that. 9 MR. COUGHLIN: Objection. Assumes facts not 10 in evidence. 11 MR. JONNA: Okay. 12 THE COURT: He doesn't know anything about it 13 he says. 14 BY MR. JONNA: 15 Q. And at some point did you resign from the NMA 16 board? 17 A. I did. I resigned in our first meeting on or 18 about February of 2013. 19 Q. Okay. And how did that come about? 20 A. I was coming up being an executive chairman or 21 chairman, one -- one of the two chairmans. I think it 22 was executive chairman. We had a brand new board, we 23 had a brand new board and the board was sworn in or 24 whatever, was introduced, and at the same time the -- 25 the newR board O was U -- wasG responsible H D for electingR A the F T 26 executive board. That was I guess -- that was the 27 normal, and it was asked as to what -- how we should go 28 about electing the executive board. And to the best of
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1 my knowledge, I think practically everyone but maybe one 2 or two people would serve on the new executive board so 3 I made a suggestion, I said, look, we have people over 4 here that have never served on this board before. Why 5 don't we just have one or two of them sit out until 6 they -- they get some experience and all that so let 7 them sit out? And Amad Attisha overruled me. He said 8 no, we will -- we will put it to an election. I said 9 okay. Go ahead and raise hands. He said no we'll have 10 it in a -- in a sealed paper, papers went around. So 11 they went ahead and typed names of everybody that sat on 12 the board and within two, three minutes the vote was 13 taken and yours truly, yours truly was left out of the 14 board after -- after 19 years of giving my heart and 15 soul to this organization, I was left out. So I got 16 really, really upset. I got really upset that I didn't 17 get the appropriate votes and I felt that I -- that it 18 was preconceived that it was plotted behind my back in 19 one of those meetings that I earlier mentioned to you. 20 So I got upset. I got up and I said to hell with this 21 crap, I don't need this. I said I don't need this. I 22 am resigning. Mark said, Saad, no, don't resign. 23 Spencer Skeen, the counsel, said, Saad, do not resign. 24 Bashar Ballo got up and he was becoming the San Diego 25 chairmanR, heO said U, I' llG give Hyou my Dchairmanship R A. F T 26 Please don't resign. We are nothing without you. I 27 said it's not about me being the chairman. I've been 28 chairman multiple times over. It's about disrespect.
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1 Until today I still feel like there's a dagger in my 2 heart from the treatment I received after I bled for 3 that association. 4 Q. There were two questions I forgot to ask you. 5 I apologize. 6 A. That's all right. 7 Q. I want to go back to those exhibits. We don't 8 have to pull them up, but they were the exhibits where 9 Mr. Somo sent a letter and requested that he attend a 10 meeting to discuss that. Did he ever come to a board 11 meeting to explain his letter? 12 A. I don't remember. 13 Q. Okay. 14 A. I don't remember. 15 Q. But the issue was resolved to your 16 satisfaction? 17 A. It -- there -- the issue was resolved, yes. 18 Q. Okay. 19 MR. JONNA: That's all I have. Thank you, 20 sir. 21 THE WITNESS: Sure. 22 CROSS-EXAMINATION 23 BY MR. COUGHLIN: 24 Q. Good afternoon, Mr. Hirmez. 25 A.R GoodO afternoon U G, sir H. D R A F T 26 Q. Do you remember when I took your deposition? 27 A. I do. 28 Q. And at your deposition, you were represented
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1 by the plaintiffs' lawyers, correct? 2 A. I was. I did not want to expend the money on 3 my own personal lawyer. 4 Q. Okay. And did they provide that 5 representation for free? 6 A. I haven't paid them. 7 Q. Okay. And do you still -- do they still 8 represent you as far as you know? 9 A. I have no idea. I'm just -- I'm hear just 10 following the protocol. I was subpoenaed by you and 11 here I am. This is where I ended up to be. 12 Q. Okay. I'd like you to look at -- could we 13 bring up 1043, please. 14 So 1043 is the meeting minutes from July 19, 15 2010. And you were on the board at that time. 16 A. Yes, I was. 17 Q. Okay. And Nashat Damman was on the board at 18 that time? 19 A. I believe so. 20 Q. And it appears he was present at the meeting 21 too; is that correct? 22 A. I can't see from here, but if you're reading 23 that, then that is correct, yeah. 24 Q. Okay. Can you read that, Mr. Hirmez? 25 R MRO. LAHIRI U: GMr. Hirmez H, weD have Rsome bindersA F T 26 back there if you would like a hard copy. 27 THE WITNESS: Let me see if I can manage. 28 Bashar Ballo. Yes.
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1 BY MR. COUGHLIN: 2 Q. Nashat Damman was present? 3 A. Yes. 4 Q. Basil Zetouna was present and Sam Salem was 5 present? 6 A. Can you tell me where that meeting was held? 7 Does it tell you? 8 Q. Was it Lakeside at the Barona resort? 9 A. That's what I thought. We had a meeting at a 10 casino one time, yeah, so that meeting was at a casino. 11 Okay. 12 Q. Okay. So all of those board members were 13 present? 14 A. Yes. 15 Q. And can you go to page 2, please. And the -- 16 at the top of the page, if you could blow up Roman 17 numeral No. 2A. Okay. And Roman numeral No. 2A of the 18 meetings reflects that the board is ratifying the 19 minutes from the -- what appears to be the prior meeting 20 on April 27, 2010, correct? 21 A. That's what it says. 22 Q. And is that pretty common for that to happen 23 to ratify the minutes from the prior meeting? 24 A. Well, absolutely. 25 Q.R AndO so Uyou had G no reasonH toD believe R that A that F T 26 didn't happen at this meeting, correct? 27 A. I don't. 28 Q. Okay. And you made the motion to ratify those
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1 minutes? 2 A. Yes. 3 Q. Okay. And did the board members typically 4 review the minutes from the prior meeting before they 5 ratified them? 6 A. Yes, we took a couple of minutes and we 7 glanced through them and -- and went ahead and approved. 8 Q. Okay. And the minutes were seconded -- the 9 motion to approve the minutes from the prior meeting was 10 seconded by Nash Damman, correct? 11 A. I see that, yes. 12 Q. You don't have any reason -- 13 A. I don't -- you know, I can't remember, but I 14 have no reason to believe that it wasn't. 15 Q. Okay. Thank you. And then can you go to the 16 Roman numeral B2 on the same page, excuse me Roman 17 numeral 2B. 18 Okay. And again, Nashat Damman was at this 19 meeting, right? 20 A. Yes. 21 Q. Okay. 22 A. This is the same meeting still? 23 Q. Same meeting, just the next bullet point? 24 A. Sure. 25 Q.R OkayO. UAnd the G next H bullet Dpoint Ris ratifying A F T 26 the first and second quarter 2010 financials and P&L 27 balance sheet. Do you recall that happening at that 28 meeting?
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1 A. Again, as I testified to you or in a 2 deposition, I -- I've been to so many meetings that in 3 my mind they've all ran into each other, so all I can 4 tell you is I don't recollect, no. 5 Q. Do you have any reason to believe these 6 minutes are not accurate? 7 A. No, I don't have any reason to believe. I'm 8 not sure if someone would have recreated them, no I 9 don't think so. 10 Q. Okay. And at the -- at the meetings, the 11 financials were passed out to all board members, 12 correct? 13 A. They were, not unless we fell short by a copy 14 or two but, yes, their. 15 Q. And Nashat Damman was at that meeting, 16 correct? 17 A. Yes. 18 Q. Okay. 19 A. To the best of my recollection again I don't 20 remember specifically for a hundred percent that he was 21 there but to the best of my recollection, he was. 22 Q. Well, and the minutes reflect that he was 23 there, correct? 24 A. The minutes do reflect that. 25 Q.R AndO you U have Gno reason H to believeD R -- A F T 26 A. I don't have any reason, no. 27 Q. -- they're not accurate? 28 Can you bring up 1042, please.
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1 So 1042 -- and if you could blow up the 2 parties that are -- actually the date at the top, 3 please. This appears to be the Neighborhood Market 4 Association minutes from the April 27, 2010, meeting, 5 correct? 6 A. That's what it says. 7 Q. Okay. Do you have any reason to believe 8 that's not accurate? 9 A. No. 10 Q. And these are the minute meetings to your 11 understanding that were ratified at the subsequent 12 meeting from the exhibit we just reviewed? 13 A. In July? 14 Q. Yes. 15 A. I suppose. 16 Q. Well, it referenced ratifying the April 27, 17 2010, meeting -- 18 A. Then that's fine. 19 Q. -- minutes? That's your understanding? 20 A. Yeah, yes. 21 Q. And at this meeting, if you could blow up who 22 was present. Basil Zetouna, Nashat Damman, Saad Hirmez, 23 Sam Salem and other board members; is that accurate? 24 A. I -- again I don't recollect who was at the 25 boardR meetings O I Uassume G, yes .H D R A F T 26 Q. You have no reason to believe this is not 27 accurate? 28 A. I don't.
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1 Q. Okay. Okay. And if we can go to the second 2 page, please, and if you go to number B, or letter B, 3 excuse me. Can you blow that up? 4 It references that the board is rat firing the 5 first quarter 2010 financials, P&L and balance sheet, 6 correct. 7 A. That's what it says. 8 Q. And is that typical that at the board meetings 9 there was a ratification of the financials? 10 A. Yes. 11 Q. And Mr. Damman was present at this meeting 12 right as we've already said? 13 A. Again, to the best of my recollection. 14 Q. Right. And all of the financials would be 15 passed out to all the board members so that they could 16 review them before ratifying them, correct? 17 A. That's correct. I'm not going to testify to 18 this particular meeting. There was in all the years 19 that I was there, there was a time or two where 20 financials were not ready but they were made ready at 21 the next meeting. 22 Q. The next meeting? 23 A. Yes. 24 Q. Well, there -- the board members here are 25 ratifyingR theO first U quarter G 2010H financials D R P&L Aand F T 26 balance sheet. Is it rational to assume this that those 27 documents were present for the parties to ratify them? 28 A. It is.
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1 Q. Okay. And I'd like you to go down to down to 2 the bottom of the page starting with discussing. And 3 you can blow that up. And these again are the April 27, 4 2010, minute meetings and it reflects that the board was 5 discussing the possible extension of Mark Arabo's 6 contract, assuming both parties agree on the terms. So 7 it's your understanding that that happened at this 8 meeting that that was the discussion? 9 A. I remember the discussion again I don't 10 remember the dates. 11 Q. It's reflected in the minutes? 12 A. Okay. 13 Q. So again I'm going to ask you is there any 14 reason to believe these minutes are not accurate? 15 A. No. 16 Q. And then the minutes reflect that you made the 17 motion to create a committee open to all the state board 18 to discuss extending Mark's contract with both parties 19 agreeing to the terms and conditions, did you make that 20 motion? 21 A. I don't remember. 22 Q. You don't remember one way or the other? 23 A. I don't. 24 Q. Okay. Do you have any reason to believe the 25 minutesR are O not accurateU G? H D R A F T 26 A. No. 27 Q. Okay. And open to all state board, create a 28 committee open to all of the state board. Do you recall
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1 was Samir Salem and Basil Zetouna on the state board at 2 the time of this meeting? 3 A. Yes. 4 Q. So you believe they were on the committee to 5 discuss extending Mark's contract? 6 A. Yes. 7 Q. And the next page -- the -- the last part of 8 this sentence says the committee will have Saad as -- if 9 you can go to the next page -- the liaison and be 10 comprised of the San Diego board and anyone else 11 interested. Do you remember that happening? 12 A. No. 13 Q. Okay. Any reason to believe these minutes are 14 not accurate? 15 A. I want you to re -- reread again where I'm 16 supposed to be the liaison. That's not -- that's not 17 coming to my mind at all. Can you read me the whole 18 thing, please? 19 Q. Yes. It says the committee will have Saad as 20 the liaison and be comprised of the San Diego board and 21 anyone else interested. Do you remember that happening? 22 A. I don't. 23 Q. Okay. Any reason to believe the minutes are 24 not accurate? 25 A.R IO -- I Ucan't Gtell youH that .D There R's noA reason F T 26 to believe it. I just don't remember me being the 27 liaison, but that -- I just can't -- I don't remember. 28 Q. Okay. And it reflects before the meeting,
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1 Mark will e-mail the committee his contract, the recent 2 P&L's and any other relevant figures. Do you remember 3 that not happening? 4 A. Repeat that, please. 5 Q. Yes. The minutes reflected before the meeting 6 Mark will e-mail the committee his contract, the recent 7 P&L's and other relevant figures. Do you remember that 8 not happening? 9 A. No, I believe it did happen. 10 Q. Okay. And the next line says the committee 11 will meet on June 14th at 12 noon before the San Diego 12 board meeting. Do you remember that happening? 13 A. Not specifically, but I have no reason to say 14 no. 15 Q. Okay. And on that committee were Basil 16 Zetouna and Samir Salem, correct? 17 A. Yes. 18 Q. Okay. And if you could scroll down just a 19 little bit more, and blow up the top where it says 20 motion -- okay. This was your motion, right? And it 21 says motion seconded by Ramzi. Do you have any 22 reason -- 23 A. What's the motion? 24 Q. The motion is to create the committee to 25 discussR Mr .O Arabo U's contract G Hextension D? R A F T 26 A. I presume. 27 Q. Okay. And do you have reason to believe Ramzi 28 did not make -- second that motion?
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1 A. No. 2 Q. Okay. And the motion passed unanimously? 3 A. Okay. 4 Q. Okay. Do you have any reason to believe that 5 didn't happen? 6 A. No. 7 Q. Okay. So that you're assuming if Basil 8 Zetouna and Samir Salem were on the board, it's rational 9 to assume, if the motion passed unanimously, that they 10 voted to approve the contract extension for Mr. Arabo? 11 A. So let me -- let's go backward. I lost my 12 train of thought when I silenced my phone. Let's go 13 back to previous questions because I -- go ahead, let's 14 go back before I answer you. 15 Q. I'll just run through it. 16 A. Go ahead. 17 Q. The minutes reflect that you made a motion to 18 create a committee to discuss the extension of Mark 19 Arabo's employment agreement, right? 20 A. Okay. 21 Q. And that motion was -- and then how that 22 committee was to be formed and everything was discussed 23 in the minutes, correct? 24 A. I -- I presume. 25 Q.R OkayO. UAnd that G motion H was Dseconded R by ARamzi F, T 26 and do you believe that to be Ramzi Murad? 27 A. Yes. 28 Q. Okay. And it states -- the minutes reflect
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1 that the motion passed unanimously. 2 A. The motion to create a committee. 3 Q. Yes. 4 A. Yes. 5 Q. Okay. And Samir Salem and Basil Zetouna were 6 on the board at the time of the meeting? 7 A. Well, you know, I've said a few times already, 8 yes. I should retract that and say, yes, to the best of 9 my knowledge. I can't remember. 10 Q. Well, the minutes reflect that. 11 A. Sure. Well -- 12 Q. And you have no reason to believe that the 13 minutes are not accurate? 14 A. I don't one way or another. 15 Q. Okay. Is it rational to assume that Basil 16 Zetouna and Samir Salem, since the motion passed 17 unanimously, that they voted to create the committee to 18 discuss Mark Arabo's employment agreement? 19 A. It's safe to assume. 20 Q. Okay. And the next line if you could blow 21 that up, it's Roman Numeral No. 1. Executive chairman's 22 report. You're the executive chairman of the board at 23 this point? 24 A. I don't remember. 25 Q.R ItO says U executive G chairmanH 'Ds report R and A then F T 26 it says Saad says something. 27 A. Okay. Then it must have been. 28 Q. It says Saad says things are going well, if we
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1 the board is already extending Mark's contract. So is 2 that accurate that you believe things were going well 3 with Mark Arabo if you're extending his contract? 4 A. Saad says things are going well, if we the 5 board is already extending Mark's contract. I just 6 don't remember. 7 Q. Okay. You don't remember one way or the 8 other? 9 A. No. 10 Q. Any reason to believe these minutes are not 11 accurate? 12 A. No. 13 Q. Okay. And then the next line down general 14 counsel report. Who was the general counsel at the 15 time? 16 A. Spencer Skeen. 17 Q. Okay. And was Spencer Skeen the general 18 counsel for the NMA at the time? 19 A. At this time? 20 Q. Yes. 21 A. Yeah you just asked me, yes. 22 Q. Okay. And he represented NMA in general 23 matters at the time? 24 A. Yes. 25 Q.R OkayO. USo I' dG like Hyou to goD to 1043R againA, F T 26 and this is a document we just reviewed a few minutes 27 ago. This is the board minute meetings -- board meeting 28 minutes from July 19, 2010. Do you remember discussing
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1 this document? 2 A. Yes. 3 Q. And we went through who was presents and to 4 save some time, it was Sam Salem, Basil Zetouna, you and 5 Nashat Damman among the other board members, correct? 6 A. Yes. 7 Q. Okay. If you could go to page 4 of the 8 document, and can you blow up section K. So minutes 9 reflect at the July 10, 2010, meeting there was a vote 10 on the proposed contract for NMA president and CEO Mark 11 Arabo, seven year contract, which would replace the 12 current agreement altogether. Do you remember that 13 happening? 14 A. How many year contract did you say? 15 Q. It says a seven year contract. 16 A. Okay. Read me the whole thing again this is 17 the -- this is the contract of 2010? 18 Q. This is the contract from 2010, yes? 19 A. And read me again, because he was under 20 contract, I believe what it was discussed was extending 21 the contract. Is that correct? Or no? 22 Q. I'll read the minutes again, sir? 23 A. Okay. Go ahead, please. 24 Q. Fair enough. The minutes reflect that there 25 was aR vote Oon proposed U Gcontract H for DNMA president R A and F T 26 CEO Mark Arabo, seven year contract which would replace 27 the current agreement altogether. 28 A. Which, yes, okay.
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1 Q. You feel that's accurate? 2 A. Yes. 3 Q. And that happened? 4 A. Yes. 5 Q. And the minutes reflect that the committee 6 which I understand was on the committee were Basil 7 Zetouna and Samir Salem, correct? 8 A. Yes. 9 Q. Okay. The committee met and offered terms. 10 Any reason to reflect that that's not accurate, any 11 reason to believe that's not accurate? 12 A. I'm trying to think back. I know Samir was 13 there, I'm just now going back to memory I'm not sure if 14 Basil was there to be honestly with you but I don't 15 remember Basil being there, I do remember Samir being 16 there. 17 Q. Can you scroll back up to the beginning of the 18 document. 19 A. I saw the name there earlier, yes. 20 Q. Okay. Basil Zetouna? 21 A. Yeah, I saw the name earlier. I'm just -- 22 when it came to the -- the voting I just don't remember 23 Basil being there for whatever reason. I'm not sure. 24 Q. In that -- the minutes reflect that he was at 25 the meetingR O is itU rational G toH assume D that Rhe was A there F T 26 and voted? 27 A. Yeah, I answered earlier, yes, but I just 28 don't remember.
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1 Q. Okay. And then go back down to page 4, 2 section K again. Okay. And just to go back -- 3 A. Sure. 4 Q. -- and -- I don't know where we were, but the 5 committee met and offered terms. My understanding from 6 your earlier testimony is that Samir Salem and Basil 7 Zetouna were on that committee, correct? 8 A. Correct. 9 Q. Okay. And Mark e-mailed the board back and 10 accepted the terms proposed by Mr. Salem and 11 Mr. Zetouna, correct? 12 MR. LiMANDRI: Object in the phrasing of the 13 question whether they specifically offered or not. It's 14 not reflected in the minutes. 15 THE WITNESS: Yeah, I don't remember. 16 BY MR. COUGHLIN: 17 Q. Mark e-mailed back and accepted the terms 18 proposed by the committee; is that correct? 19 A. Yeah, I do recall Mark saying -- accepting the 20 terms, yes, yes. 21 Q. Okay. And the minutes reflect that nothing 22 has changed since the last meeting. The contract 23 accurately reflects Mark's notes and Spencer's notes on 24 the discussion and again who is Spencer? 25 A.R SpencerO U Skeen G was theH general D counsel R . A F T 26 Q. Okay. And Spencer comments having been 27 involved in the process, Spencer encourages NMA to be 28 protected from a long term contract. Do you remember
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1 that happening? 2 A. Vaguely. 3 Q. No reason to believe that that's not accurate? 4 A. No. 5 Q. Okay. And there was a modification to the 6 term to the -- there was a -- the minutes reflect that 7 it was modified, the agreement terms for termination to 8 be clear to give NMA insulation; is that correct? 9 A. Read that again, please. Repeat. 10 Q. Yes, I'm sorry. 11 A. It's okay. 12 Q. Okay. The minutes reflect -- and I'll read 13 verbatim, modified the agreement terms for termination 14 to be clear and to give NMA insulation. Do you recall 15 that happening? 16 A. Vaguely. 17 Q. Do you believe that modification was an as a 18 result of Mr. Skeen's input? 19 A. Yes. 20 Q. Okay. And there were also questions about 21 vacation accrual cap at four weeks, which was not 22 included in the contract but discussed by the board. Do 23 you remember that discussion? 24 A. I do, I do remember some -- some sort of a 25 vacationR andO what U have Gyou. H D R A F T 26 Q. And ultimately there was an agreement on that 27 term among the committee and Mr. Arabo? 28 A. I don't remember.
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1 Q. Okay. Well ultimately an agreement was 2 entered, correct? 3 A. Ultimately there was an agreement entered. I 4 don't know the body of that agreement, but, yes. 5 Q. Right. And the next bullet point says motion 6 by Saad H, do you believe that's you? 7 A. Yes. 8 Q. Okay. Do you believe you made a motion at 9 this time? 10 A. What was the motion? 11 Q. Motion to enter into the agreement with one 12 amendment, section 10 on vacation be amended to state 13 that the employee may not accrue more than five weeks 14 vacation pay. Any reason to believe that's not 15 accurate? 16 A. I believe it was someone else's suggestion and 17 I went ahead and made the motion. That wasn't my 18 suggestion. 19 Q. Okay. But you believe you made the motion? 20 A. I believe so, yes. 21 Q. Okay. And the motion not only was to modify 22 the vacation term, but the motion was actually to enter 23 into the agreement, correct? 24 A. I don't think the final agreement -- I don't 25 thinkR this Owas theU final G agreement H . D I think R this A was F T 26 just prediscussion. 27 Q. Well, the motion by Saad H, motion to enter 28 into the agreement with one amendment. Was it a motion
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1 to enter into the agreement? 2 A. I -- again, I don't remember that because my 3 memory is taking me back to our building in La Mesa when 4 we extended his contract and not in Lakeside. 5 Q. And why don't we do this. Is it your 6 understanding that you didn't think that the contract 7 had been finalized at that time? 8 A. I don't think so, no. Again I think my 9 recollection was it was finalized in our La Mesa 10 building. 11 Q. Can we scroll up to the top again of this -- 12 of this document. This is the meeting that occurred on 13 July 19, 2010? 14 A. That's what it says. 15 Q. Okay. Can you bring up 1041. 16 Okay. And can you highlight the first 17 paragraph. This is employment agreement, this says it's 18 entered into as of 7-19-2010. Do you believe this was 19 the employment agreement that was being discussed at the 20 7-19-2010 board meeting? 21 A. What was the date that the employment 22 agreement was signed? Can you tell me that, please? 23 Q. Sure. Can you scroll to the last page? And 24 let's go to your signature, which is -- there you go? 25 A.R 7O-20. UAnd the G date H of our Dboard Rmeeting A was F T 26 when please? 27 Q. 7-19-2010. 28 A. I don't ever recall meeting two days in a row
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1 but, you know, I stand to be corrected. My memory is 2 not what it used to be. 3 Q. And the question is just a clarification 4 question and a confirming question: Do you believe this 5 7-19-2010 employment agreement was the employment 6 agreement that was being discussed and voted upon at the 7 7-19-2010 board meeting? 8 A. No, because I remember arguing in the La Mesa 9 building about extending his -- his -- extending his 10 contract. Not unless there was -- I don't think there 11 was another contract that came after that. 12 MR. LiMANDRI: There was, 2012. 13 THE WITNESS: There was another? Okay. Well, 14 that's where my memory is -- got me all messed up. If 15 there was another contract that came in 2012, then 16 that's where -- I told you my memory is not quite what 17 it is, so I'll go back and agree with you to say yes to 18 this. 19 BY MR. COUGHLIN: 20 Q. In fairness, sir, just so we're clear, there 21 was a subsequent employment agreement in 2012 just to 22 clear it up. 23 A. Very thankful -- well, I appreciate that 24 because I'm saying because I remember verbiage that took 25 placeR about O extending U aG contract H, but D apparently R A it F T 26 wasn't this one so it was the -- the next one, so I will 27 go ahead and agree to, yes, as to what you said here. 28 Q. Yes, that this is the -- what we've marked as
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1 Exhibit 1041 -- 2 A. That's fine. 3 Q. -- was the agreement that was being discussed 4 at the 2000 -- 5 A. Very well. Like I told you earlier, my dates 6 are all running into each other but, yes. 7 Q. Fair enough. That this is the contract that 8 was being discussed at the July 10, 2010 -- 9 A. That is correct. 10 Q. And this is the contract that was proposed by 11 the committee of the board, correct? 12 A. To the best of my recollection, yes. 13 Q. And Mr. Salem and Mr. Zetouna were on the 14 board? 15 MR. LiMANDRI: Your Honor, asked and answered. 16 I'm going to object here on relevance and undue 17 consumption of time. I don't see where this is going to 18 any issues of dispute in this case. 19 THE COURT: Well, he's agreeing with you this 20 is the contract, and that's when it was entered into. 21 Okay. 22 THE WITNESS: And I've agreed that they were 23 there. I don't remember Basil for certain. I know 24 Samir was and even Basil, I mean, I cannot deny that 25 they Rweren 'Ot there U, no ,G so I Hwill give D you R the factA forF T 26 the benefit, yes, they were there. 27 BY MR. COUGHLIN: 28 Q. And when you voted on or approved the 2010
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1 employment agreement, do you believe it was in the best 2 interest of the NMA? 3 A. Yes. Just so -- to let you know, we were very 4 proud of what Mark was doing. 5 Q. In what way, sir? 6 A. We were -- that's why we gave him the seven 7 year contract. We -- he was doing a fine job for the 8 organization at the time. 9 Q. Okay. Anything in specific that you can 10 recall? 11 A. Just member -- membership, growing the 12 membership, vendors, everything that he was doing, like 13 I previously stated, everyone of our presidents did a 14 fine job at the time that they were there. 15 Q. Thank you, sir? 16 A. Yes, sir. 17 Q. And I also want to go back to if we could 18 1043. And again this is the July 10th -- July 19, 2010, 19 state board -- minute meetings -- meeting minutes? Okay 20 and if you could go to the bottom of page 3. And 21 highlight J. And there's a general counsel report. And 22 again just to clarify Spencer Skeen was the general 23 counsel at the time? 24 MR. LiMANDRI: Asked and answered, Your Honor. 25 R THEO COURT U: ItG was .H We know D that R. A F T 26 BY MR. COUGHLIN: 27 Q. So was it pretty common at the board meetings 28 for there to be a general counsel report?
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1 A. He was there to the best of my recollection 2 99 percent of the time, yes. 3 Q. Okay. And Spencer Skeen is reporting on -- 4 with the economy is down, there are a lot of employment 5 cases. Do you remember him talking about that? 6 A. Not for certain, no, sir. 7 Q. Any reason to believe the minutes are not 8 accurate? 9 A. No. 10 MR. LiMANDRI: Relevance, Your Honor, and jeez 11 he's asked a question about the minutes being accurate 12 about 50 times. It's cumulative. 13 MR. MARR: It's because the witness isn't 14 sure. He's having trouble confirming the content of the 15 minutes. It's a fair question. 16 MR. LiMANDRI: The document speaks for itself. 17 Relevance as to these questions. The issues are not in 18 dispute. 19 THE COURT: Where are we going? 20 BY MR. COUGHLIN: 21 Q. Let's go to the next page, please. 22 So immediately prior to the vote on the 23 contract, Spencer Skeen is advising the board as to 24 employment issues, correct? 25 R MRO. JONNA U: ObjectionG H. Relevance D R. A F T 26 BY MR. COUGHLIN: 27 Q. Pull up to the top of the page. Pull up at 28 the very top of the page?
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1 THE COURT: He doesn't remember but he has no 2 reason to dispute the minutes, correct. 3 THE WITNESS: I don't have any reason, no, no, 4 I just don't remember them it's been too long. 5 THE COURT: I know I understand. 6 BY MR. COUGHLIN: 7 Q. So Spencer is advising the board about 8 advising members about the way they play -- pay their 9 employees, whether it's 1099 or W-2, correct? 10 A. Yes. 11 Q. Okay. And he's advising the NMA there's been 12 exposure for the retailers to misclassify -- he advises 13 the board that there's big exposure for the retailers to 14 be misclassified? 15 MR. LiMANDRI: Object on relevance, and I 16 believe counsel is trying to sneak in advice of counsel 17 issues. 18 MR. COUGHLIN: No, I'm just saying Mr. -- 19 THE COURT: He's just -- according to those 20 minutes, he's just suggesting a possible program for the 21 members. 22 MR. LiMANDRI: Well, that's not an issue in 23 the case. I object on relevance and undue consumption 24 of time. If we want to end the plaintiffs' case by end 25 of nextR week O and Uif cross G is Hgoing toD be fiveR times A asF T 26 long as the direct, we'll never do that. 27 THE COURT: Okay. Well, let's move on. 28 MR. COUGHLIN: I'm almost done on this topic.
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1 BY MR. COUGHLIN: 2 Q. And so -- and if you can scroll down to the 3 next topic on K, excuse me. The next letter K. The 4 next item was to vote on the -- on Mr. Arabo's 5 employment agreement, correct? 6 A. I believe so. Where -- where are you -- can 7 you please point to it? 8 Q. K. 9 A. K? 10 Q. Vote on proposed contract for the NMA and 11 that's what we've already gone through? 12 A. Sure. That's fine. 13 Q. Okay. And if you can scroll down to the -- 14 just look -- actually I'm sorry go back to where you 15 were. Okay. And this is again the vote on the proposed 16 contract for Mr. Arabo that we already went through. 17 The motion passes with one abstention from Doug Dallo. 18 Do you see that? 19 A. I do. And as I told you in our deposition, it 20 wasn't unusual for Doug to abstain on many occasions. 21 Q. Okay. Fair enough, sir. 22 Sir, do you believe -- do you believe that 23 Mr. Salem voted in favor of the contract? 24 A. I can't recall. According to that. 25 Q.R WellO, theU motion G passed H with D one Rabstention A ,F T 26 one abstention. It doesn't reference that he abstained 27 or voted against it, correct? 28 MR. LiMANDRI: Objection, Your Honor. Best
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1 evidence rule. The document speaks for itself. 2 THE COURT: He doesn't remember and we can 3 look at the minutes and figure it out. 4 MR. COUGHLIN: Okay. 5 BY MR. COUGHLIN: 6 Q. So, Mr. Hirmez, I think you testified earlier 7 that you were on the board for 19 years? 8 A. Yeah, about 19 years, yeah. 9 Q. Okay. And when you were a member of the 10 board, the membership list was not given out to members; 11 is that correct? 12 A. I don't recall anyone asking for it until the 13 matter came for election and as Mr. Salem testified 14 earlier where he wanted it for the purpose of going on 15 and trying to procure votes from members and not running 16 around all over town not knowing who is a member and who 17 isn't. 18 MR. COUGHLIN: Okay. Move to strike as 19 nonresponsive, Your Honor. When you were on the board. 20 THE COURT: That's what he said before. 21 BY MR. COUGHLIN: 22 Q. When you were on the board the membership list 23 was not given to members, correct? 24 MR. LiMANDRI: Asked and answered, Your Honor. 25 R THEO COURT U: BecauseG H they didnD't askR for A it. F I T 26 understand that. 27 THE WITNESS: Yeah, yeah, it was not given. 28 They weren't asked for. It was irrelevant.
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1 BY MR. COUGHLIN: 2 Q. When you were on the board, do you know if any 3 actual board member ever saw a copy of the NMA 4 membership list? 5 A. There was a time -- there was a time years ago 6 when we were growing this organization that the -- I -- 7 to the best of my knowledge, every -- every -- we used 8 to meet once a week and some -- and then went to every 9 other week, and we were very proud ass the way we were 10 growing the association and we used to list how many -- 11 how many members, how many new members and who was 12 coming aboard, and, yeah, I believe there was a time 13 that a member list went around to the board where people 14 that had not paid and for board members to pick and 15 choose who they knew so they can call and ask them why 16 aren't you paying your dues and to -- and then to 17 influence them to pay. So there was a time many years 18 ago that, yes, the list was made available and for us 19 to -- to contact the people that had not paid or 20 forgotten to pay so we can bring them on -- bring them 21 back to raise membership dues. 22 Q. Okay. My understanding is that you never saw 23 the membership list when you were a member of the board? 24 A. I'm sorry, Mr. Somo is making too much noise 25 and IR couldn O't hearU him G sorry H. D R A F T 26 Q. My understanding from your deposition was that 27 in all the 19 years that you were on the board you never 28 actually saw a membership list?
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1 A. You're absolutely right, but let me tell you 2 something now that you guys got me so heavily involved 3 on this, more things are coming to my mind sketchy here 4 and there. 5 Q. But it's true all the time that you were on 6 the board you never saw a membership list, correct, in 7 19 years? 8 MR. JONNA: Objection. Asked and answered. 9 THE WITNESS: No, I just answered you a few 10 minutes ago that I recall some time years ago that there 11 was -- that we did see a membership list of people that 12 had not paid and members were -- board members were 13 asked to see if you can call some of these people and 14 try to bring them -- bring them back to the board, and 15 we had a gentleman that we had hired, his name was 16 George, that his sole job was to go out and get members 17 to -- to pay and to bring in members from the community 18 so at that -- I think it might have been at that same 19 time it wasn't very often but there was a time or two. 20 BY MR. COUGHLIN: 21 Q. And that's something that you recalled since 22 your deposition? 23 A. Yes, you're exactly right. 24 Q. And when you were on the NMA board, did NMA 25 suppliersR payO for U access G to theH membership D R list ?A F T 26 A. They did not. 27 Q. Did they pay for access for doing business 28 with NMA members?
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1 A. So I want to -- not sure the word "access" but 2 our vendors -- our vendors were involved and they paid 3 for events that we had from several events. One of them 4 being a golf tournament. The other one being a dinner 5 banquet and the other one being a trade show of having 6 their booths at a trade show, so they paid for all those 7 events. They did not to the best of my knowledge, pay 8 for anything else. 9 Q. Well, certain vendor programs were entered 10 while you were a board member, correct? 11 A. Certain vendor programs? Be specific please 12 and I'll answer you. 13 Q. Let's say something like Blue Bunny? 14 A. Yes, Blue Bunny was a big deal for us I'll an 15 elaborate or you go ahead whatever do you want to know. 16 Q. Well, let me just stick on the topic of the 17 membership list okay. 18 A. Okay. 19 Q. A vendor like Blue Bunny would need the vendor 20 list to know who to go out and sell to, right? 21 A. Absolutely. 22 Q. That was part of the program and that's what 23 they paid for to be able to go out and talk to those 24 members and be able to sell to those individual 25 retailersR pursuantO U to theG vendor H agreement D R, correct A? F T 26 A. That's correct. They paid us, and they needed 27 to know who to go that was a member so they can supply 28 those stores.
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1 Q. Okay. And when you say Blue Bunny was a big 2 deal what do you mean? 3 A. Well, what I mean is that Mr. Arabo negotiated 4 a magnificent, magnificent rewarding contract to the NMA 5 at time. The figure was somewhere upwards of $200,000 6 for Blue Bunny to have access and to supply our stores 7 with ice cream by placing a single door freezer or just 8 putting their product in our own freezers to be able to 9 procure -- to sell their products. 10 Q. And that was a -- 11 A. It was very lucrative. 12 Q. And that was a three or $400,000 contract with 13 Blue Bunny? 14 A. It was -- it was big. I don't exactly 15 remember the numbers, 210, 240, something like that, but 16 it was a nice size contract. We never had a contract 17 that big and I don't ever recall having one that big 18 ever since. 19 Q. And that contract that Mr. Arabo secured not 20 only benefited the NMA, it benefited the members, 21 correct? 22 A. Well, I'm not sure what -- how did it benefit 23 the members, no, it benefited Blue Bunny and it 24 benefited NMA. The members were obliging and selling 25 Blue RBunny 'Os ice Ucream .G H D R A F T 26 Q. Right? 27 A. Yeah. 28 Q. And Blue Bunny was paying NMA for that
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1 privilege? 2 A. That is correct. 3 Q. Right. And would you say that Mr. Arabo did a 4 fine job in securing that contract? 5 MR. LiMANDRI: Asked and answered, Your Honor. 6 THE WITNESS: He did absolutely. I told you 7 that before you said it. 8 BY MR. COUGHLIN: 9 Q. And so obviously Blue Bunny would not have 10 provided that lucrative contract to the NMA if they 11 didn't have access to the NMA membership list, correct? 12 A. Yeah, I mean, I don't -- I don't know if 13 they -- if the list was giving to them and then where 14 Mark showed them how many members we had or it was given 15 to them after -- after this contract was signed maybe 16 just a number of members was thrown at them. We have X 17 amount of members and then it was given to them 18 afterwards. I don't know which came first but I can 19 tell you every one of our vendors had access to the 20 members if they -- if they wanted it so they can go and 21 promote their product and being proud sponsors and 22 supporters of the NMA, that's how they got their product 23 in the store. 24 Q. If a vendor contract had been entered with 25 that Rspecific O vendor U, correctG H? D R A F T 26 A. I don't -- I don't think that we had a 27 contract with every single vendor, like take your beer 28 companies, take your beer companies. There was no
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1 contract with the beer -- with the beer companies. 2 There was -- there was promotional beer products for 3 our -- for our members, a couple times. We had a 4 contract with Pepsi and Coke at one time that you had to 5 meet the criteria that you had to give them product in 6 a -- in a door of their choice, most of the time they -- 7 the most -- the door that was most visible to the 8 customer and all that and they paid you so much. You 9 had to have a possible cooler for this product in the 10 front for an energy drink or something. Things on that 11 parameter. We had contracts with -- with Pepsi, with 12 Coke, at different times not all the time, we didn't 13 have these contracts all the times and we had a contract 14 with Frito-Lay that they paid for every single bag of a 15 certain product that was sold and those money went 16 towards offsetting the member dues, and again the 17 alcohol companies there was no contract with the alcohol 18 companies, but they supported our -- our events and we 19 taxed them handsomely we charged them quite a bit for U 20 our events. We weren't bashful we charged them. 21 Q. Of course? 22 A. Yeah. 23 Q. Who -- who's the primary competitor for Blue 24 Bunny would you say? 25 A.R OhO, hell U there G were H -- there D were R practically A F T 26 a nobody. There was -- there was Dreyer's, there was 27 Nestle, Häagen-Dazs, Ben & Jerry's, they -- they -- if 28 you ask me, they were stupid to pay us that money. I
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1 think somebody's heads might have rolled after that 2 contract because I don't think they ever returned the 3 investment that they made because they -- they -- they 4 did not have any representation and the reason they gave 5 us that lucrative contract because they wanted 6 representation in this market. 7 Q. Right. And Mark Arabo secured that contract 8 for NMA? 9 A. Mark secured that contract. He did a fine job 10 again. 11 Q. And if the membership list was provided to 12 let's say Dreyer's to be able to know exactly who the 13 NMA members were as well, would Blue Bunny pay that 14 lucrative contract to the NMA? 15 A. Repeat that question. 16 Q. Sure. If the same membership list was given 17 to Dreyer's and Ben & Jerry's and Baskin-Robbins and all 18 of the ice cream companies -- 19 A. No, it wasn't given to any, to all of them. 20 Q. My question is if it was. If it was provided 21 to them or they had access to it, do you think Blue 22 Bunny would still pay for the membership list to be able 23 to sell to the NMA -- 24 A. Well, I'm -- 25 R MRO. JONNA U: ObjectionG H. Calls D for R speculation A F. T 26 THE WITNESS: Listen, I'm going to -- look, 27 Dreyer's -- Dreyer's and Häagen-Dazs and Nestle, they 28 were the key players. They were -- most of -- and most
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1 of our stores sold that product because we needed them 2 like you need Coke. So we had no choice. We had to 3 have Coke. Like I said, Blue Bunny needed to infiltrate 4 the market so that's why Blue Bunny entered into that 5 agreement to -- to be able to -- to be able to compete 6 and get their foot in the door. I don't think we -- I 7 don't think we ever had a contract with Dreyer's or 8 Ben & Jerry's or Häagen-Dazs to the best of my 9 recollection when I was there. 10 BY MR. COUGHLIN: 11 Q. Okay. But I guess my point was simple it was 12 that if you had all those contracts, similar contracts, 13 you wouldn't have been able to get the Blue Bunny 14 contract, correct, if it wasn't exclusive for Blue 15 Bunny, the Blue Bunny contract -- 16 A. No, I don't -- I don't think so, not unless -- 17 not unless they played a dumber role. I think if we 18 would have had contracts with others, then they -- they 19 wouldn't have stepped up. 20 Q. Wouldn't make any sense? 21 A. I don't think so. 22 Q. Right. Okay. And I'd like you to go back to 23 Exhibit 301, please, this is an exhibit you went through 24 with Mr. Jonna. And if you could scroll down to I think 25 page R5. O U G H D R A F T 26 Okay. And this is an exhibit you went through 27 with Mr. Jonna. And as you can see here there's a -- 28 there's a vote, a motion by Amir, to finalize the amount
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1 for Mark's bonus as 28,819, correct? 2 A. That's what it says. 3 Q. Okay. And that's what you testified to -- 4 A. Is this for the 2010 contract, sir? 5 MR. LiMANDRI: Yes. 6 BY MR. COUGHLIN: 7 Q. This is for -- we can scroll back up, okay -- 8 well, let's scroll back up for the top if we're unclear 9 t top of the document on the first page. Okay? 10 MR. LiMANDRI: Yeah. 11 BY MR. COUGHLIN: 12 Q. These minute meetings are dated October 13, 13 2011? 14 A. So this is a year and four months or so later. 15 Q. After the 2010 contract was -- 16 A. Now let me concentrate again now that there's 17 a different. What's your question. 18 Q. Sure. Scroll down to page 5 again there's a 19 motion by Amir to finalize the amount for Mark's bonus, 20 do you see that? 21 A. Yes. 22 Q. Okay. And if you could scroll back up to the 23 second -- the prior -- prior page on page 4. This 24 discussion is all about calculating the NMA president's 25 bonusR, do youO see U that ?G Right H here .D Can Ryou blow A that F T 26 up? 27 A. Let me -- let me start at the top. 28 Calculating the NMA president bonus pay out for 2010
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1 performance, waited 10 months to get it paid to help 2 with the flow and -- until -- what does it say, until 3 sold? With cash flow until what? 4 Q. My only point, Mr. Hirmez, you don't have to 5 read the whole thing is about what the discussion is 6 about, they're discussing about the bonus pay out for 7 the 2010 performance, correct? 8 A. Yes, but I mean if you were really trying to 9 get me to remember things, I'm trying to wrap my head 10 around it but any ways. 11 Q. That's something that you testified to earlier 12 so? 13 A. What's your point. 14 Q. My point is what they're talking about in this 15 discussion. They're talking about calculating the NMA 16 president's bonus payout for 2010 performance, correct? 17 A. Okay. Okay. Fine. 18 Q. Okay. And this is October of 2011, correct? 19 A. That's what it said earlier. 20 MR. JONNA: Your Honor, I'm going to object on 21 relevance. The performance in 2010 is not really at 22 issue in this case. 23 MR. COUGHLIN: Well, that's what I'm saying, I 24 don't believe this is relevant at all, but it's been an 25 exhibitR that O's beenU brought G upH in each D of Rtheir A F T 26 witnesses -- 27 THE COURT: Well, I guess you're all in 28 agreement that it's not relevant.
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1 MR. JONNA: Not for that point. 2 MR. LiMANDRI: Not for the bonus only as to 3 the admission that it has to be -- the expense -- 4 personal expense has to be related to the business, 5 which is an entirely separate issue. 6 THE COURT: Okay. 7 MR. COUGHLIN: Well, our point is that they're 8 talking about a bonus here. I mean, may I continue? 9 MR. LiMANDRI: We're not disputing the bonus 10 in that year. It wasn't based on the sale of the 11 building. 12 MR. COUGHLIN: That's not closing arguments 13 here. 14 MR. LiMANDRI: Well, objection on relevance 15 grounds. We did a motion in limine and the Court said 16 to visit the issue as it arose. It's now arisen. 17 MR. COUGHLIN: I'm almost done, Your Honor. I 18 just want to have him confirm that they're talking about 19 a bonus here not his personal expense account in his 20 employment agreement. 21 MR. LiMANDRI: We'll stipulate to that. 22 THE COURT: They're talking about both if you 23 read the language. 24 MR. MARR: Plaintiffs have conceded. 25 R MRO. LiMANDRI U :G On thatH 28 ,000D, notR on theA F T 26 personal expense account. 27 THE COURT: Okay. 28 MR. COUGHLIN: Well, we can go through it all
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1 because there's no discussion in here about -- you know, 2 I'm just trying to save time here. We can go through it 3 all to see if there's any discussion in this whole 4 discussion about the personal expense account and 5 Mr. Arabo's 2010 employment agreement, we can go through 6 the -- 7 MR. MARR: Versus the performance -- 8 THE COURT: I see it in the second and third 9 line. 10 MR. COUGHLIN: Right. 11 THE COURT: Up above -- there you go. 12 MR. COUGHLIN: Talking about getting a bonus 13 as a personal expense account. They're not talking 14 about the personal expense account term in his 15 employment agreement. 16 MR. MARR: Just want to make sure you're not 17 confused, Your Honor. 18 MR. COUGHLIN: I suppose -- 19 THE COURT: Well, I don't know if I'm as 20 confused as you all are. So let's move on. 21 MR. COUGHLIN: Fair enough, Your Honor. I get 22 the point that's been made. 23 BY MR. COUGHLIN: 24 Q. Next -- moving on -- 25 R THEO COURT U: DoG you Hhave a lotD more R with A him ?F T 26 MR. COUGHLIN: Maybe five minutes. 27 THE COURT: We're right about at 4:30. 28 MR. LiMANDRI: We've got about one minute
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1 rebuttal. Right now I've got one question. 2 THE COURT: Okay. Let's finish up so he 3 doesn't have to come back. 4 MR. DOWLING: Well, Your Honor, we probably 5 have maybe 10 minutes as well. 6 THE COURT: Well, we're not going to be able 7 to do that. Sorry. 8 THE WITNESS: That's -- I don't mind. My time 9 is yours. 10 THE COURT: Okay. Let's -- let's -- 11 MR. MARR: Very generous, generous gesture. 12 THE COURT: Let's break for the afternoon 13 then. And we'll start on Monday. Remember it's 10:30 14 when I can be here. 15 MR. MARR: Okay. 16 THE COURT: And we'll get going. And we will 17 have a slew of people in here tomorrow, so be sure to -- 18 MR. LiMANDRI: We'll clear everything out. 19 MR. MARR: Sure, Your Honor. 20 THE COURT: Clear your desks away. 21 And would you please -- would you please get 22 with Tippin about admission of exhibits. 1:30 on 23 Monday. 24 THE WITNESS: Oh, so I've got to come back, 25 Your RHonor ?O U G H D R A F T 26 THE COURT: Yes, you do. 27 (Proceedings adjourned at 4:27 p.m.) 28
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1 ---oOo--- 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 R O U G H D R A F T 26 27 28
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