July 15, 2011 – Disabled American Veterans, Cavern City Chapter 13; Disabled American Veterans Department of New Mexico; E. De P. Bujac Post 3277 Veterans of Foreign Wars; Veterans of Foreign Wars of New Mexico; Allen Semrau, Individually; and Earl Diggs, Individually v. The Lakeside Veterans Club, Inc., No. 29,134

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IN THE COURT OF APPEALS OF THE STATE OF NEW MEXICO

Opinion Number:

Filing Date: July 15, 2011
NO. 29,134

DISABLED AMERICAN VETERANS,
CAVERN CITY CHAPTER 13;
DISABLED AMERICAN VETERANS
DEPARTMENT OF NEW MEXICO;
E. DE P. BUJAC POST 3277
VETERANS OF FOREIGN WARS;
VETERANS OF FOREIGN WARS OF
NEW MEXICO; ALLEN SEMRAU,
Individually; and EARL DIGGS,

Plaintiffs-A ppellees,

V.

THE LAKESIDE VETERANS CLUB, INC.,
Defendant-A ppellant.

APPEAL FROM THE DISTRICT COURT OF EDDY COUNTY
J. Richard Brown, District Judge

Montgomery & Andrews, P.A.
Sarah M. Singleton

Jaime R. Kennedy
Santa Fe, NM

McCormick, Caraway, Tabor & Byers, L.L.P.
John M. Caraway
Carlsbad, NM
for Appellees
Rodey, Dickason, Sloan, Akin & Robb, P.A.
Edward R. Ricco
Jocelyn C. Drennan
Albuquerque, NM
Marek & Francis, P.A.
Thomas L. Marek
Carlsbad, NM
for Appellant

OPINION
GARCIA, Judge.
{1} 	Under NMSA 1978, Section 53-8-55(A)(1)(e) (1975), the liquidation of a
nonprofit corporation may be initiated by the individual members of the organization.
The district court recognized that as of a specific date prior to the filing for
liquidation, Lakeside Veterans Club, Inc. (Lakeside) did not have any members.
Despite this specific finding, the district court allowed the corporate liquidation action
filed by two former members of Lakeside to proceed under the statute. On appeal,
Lakeside asserts that these two non-member Plaintiffs did not have standing to pursue
liquidation. 	Without statutory standing to pursue a cause of action, our Supreme
Court has recognized that the district court is without subject matter jurisdiction to
proceed. 	We agree with Lakeside and determine that Plaintiffs Allen Semrau
(Semrau) and Earl Diggs (Diggs) did not have standing to initiate liquidation
proceedings and that the district court lacked subject matter jurisdiction in this case.
We reverse and remand this matter for a dismissal of the statutory proceeding to
liquidate Lakeside pursuant to Section 53-8-55(A)(1)(e).
FACTUAL AND PROCEDURAL HISTORY
{2} 	The material facts that are necessary to address the standing issue in this case
are not significantly in dispute. However, the parties materially disagree regarding the

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legal interpretation of those facts as they apply to the liquidation of Lakeside under
Section 53-8-55(A)(1).
{3} 	Lakeside is a veterans’ organization that was formed in 1957 to preserve and
promote fellowship among veterans of foreign wars and/or disabled American
veterans through the ownership of real property and a service club facility located in
Carlsbad, New Mexico. The original plaintiffs included E. De P. Bujac Post 3277
Veterans of Foreign Wars (VFW 3277) and Disabled American Veterans, Cavern City
Chapter Number 13 (DAV 13), but the district court dismissed both organizations
from this lawsuit at trial. VFW 3277 is a local Carlsbad, New Mexico chapter under
the jurisdiction and control of the Veterans of Foreign Wars of the State Department
of New Mexico (VFW State), which was established under the National Constitution
of Veterans of Foreign Wars (VFW National). 	DAV 13 is a local Carlsbad, New
Mexico chapter under the jurisdiction and control of the Disabled American Veterans
Department of New Mexico (DAV State), which was established under the National
Constitution of Disabled American Veterans (DAV National). VFW 3277 and DAV
13 were both in existence in Carlsbad, New Mexico, prior to the formation of
Lakeside in 1957.
{4} 	On January 21, 1953, VFW 3277 and DAV 13 came into joint ownership of a
parcel of real estate in equal, undivided one-half interests (the Plum Lane Property).

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VFW 3277 and DAV 13 were apparently aware of a restriction that prohibited the
local chapters of these two organizations from jointly owning or operating real
property together, including the Plum Lane Property. Lakeside was apparently created
by VFW 3277 and DAV 13 in an effort to thwart this prohibition and to obscure their
joint ownership and operation of the Plum Lane Property. VFW 3277 and DAV 13
originally conveyed the Plum Lane Property to Lakeside in 1958 and then reconveyed
it to Lakeside in 1995. 	At all relevant time periods, membership in Lakeside was
limited to persons who were (1) original September 1, 1957 members in good standing
of VFW 3277 or DAV 13; or (2) persons who later satisfied all eligibility
requirements for membership and became members in good standing of VFW 3227or
DAV 13 after September 1, 1957. 	In 2007, both VFW 3227 and DAV 13 were
suspended by VFW State and DAV State as a result of the circumstances involving
the joint ownership of the Plum Lane Property and their joint membership
arrangement in Lakeside.
{5} 	Plaintiffs initiated this lawsuit seeking damages and other relief against
Lakeside, including a liquidation and distribution of all of its assets pursuant to
Section 53-8-55(A)(1) and NMSA 1978, Section 53-8-56 (1975). The parties do not
dispute that Plaintiffs Semrau and Diggs were previous members in good standing
with DAV 13 prior to its suspension by DAV State. At trial, Plaintiffs argued that the

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suspensions of VFW 3227 and DAV 13 left Lakeside without any membership.
Plaintiffs further argued that Lakeside must be liquidated because it could not engage
in corporate acts or otherwise carry out any corporate business. Lakeside argued that
the suspensions of VFW 3227 and DAV 13 did not cause the loss of Lakeside’s
membership or a revocation of any local charter. 	The district court agreed with
Plaintiffs’ argument and found that due to the suspensions of VFW 3227 and DAV
13 by their respective state organizations, Lakeside had no membership and could not
engage in corporate acts or otherwise carry out its purposes. As a result, the court
ordered the liquidation of Lakeside and distribution of its assets.
{6} 	On appeal, Lakeside asserts that Plaintiffs Semrau and Diggs did not have
standing to pursue liquidation under Section 53-8-55(A)(1) based upon the district
court’s finding that Lakeside had no members. Consequently, Lakeside contends that
the district court should have dismissed the action for lack of subject matter
jurisdiction. Despite prevailing below, Plaintiffs now argue that in fact Lakeside still
has its membership, but the current members should be given a special type of
classification and be recognized as ineligible and non-functioning members. 	As a
result, Plaintiffs argue that Semrau and Diggs still have standing as ineligible
members to seek a corporate liquidation under Section 53-8-55(A)(1). Alternatively,
Plaintiffs contend that Lakeside is barred and has waived any right to contest the issue

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of standing and subject matter jurisdiction due to Lakeside’s undisputed position and
proposed findings that Semrau and Diggs were members of Lakeside in good standing
and that subject matter jurisdiction existed to proceed with a liquidation under Section
53-8-55(A)(1).
DISCUSSION
{7} 	Our Supreme Court recently clarified the analysis of the issue of standing and
its effect on subject matter jurisdiction in New Mexico proceedings. ACLU of N.M.
v. 	City 	of 	Albuquerque, 	2008-NMSC-045, 	144 	N.M. 	471, 	188 	P.3d 	1222.
Specifically, the Court noted that “standing may be a jurisdictional matter when a
litigant asserts a cause of action created by statute.” 	Id. ¶ 9 n.1. 	“When a statute
creates a cause of action and designates who may sue, the issue of standing becomes
interwoven with that of subject matter jurisdiction.” Id. (internal quotation marks and
citation 	omitted). 	Under 	these 	circumstances, 	“[s]tanding 	then 	becomes 	a
jurisdictional prerequisite to an action.” 	Id. (internal quotation marks and citation
omitted). 	Our Courts have long recognized that when the issue of standing is
considered jurisdictional, it “may not be waived and may be raised at any stage of the
proceedings, even sua sponte by the appellate court.” Gunaji v. Macias, 2001-NMSC-
028, ¶ 20, 130 N.M. 734, 31 P.3d 1008 (internal quotation marks and citation
omitted); Alvarez v. State Taxation & Revenue Dep’t, 1999-NMCA-006, ¶ 6, 126

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N.M. 490, 971 P.2d 1280; Armijo v. Save ’N Gain, 108 N.M. 281, 282, 771 P.2d 989,
990 (Ct. App. 1989). Under the present circumstances, standing is a jurisdictional
question because Section 53-8-55(A)(1) creates a cause of action and explicitly
designates who is entitled to bring an action under that provision. See Section 53-8-
55(A)(1) (providing that a district court shall have power to liquidate a corporation
under certain circumstances in an action initiated by a director or member of that
corporation). 	As a result, although Lakeside did not expressly raise the issue of
standing in the district court below, the issue of standing is a jurisdictional prerequisite
that may properly be addressed by this Court. See Gunaji, 2001-NMSC-028, ¶ 20.
{8} 	Lakeside asserts that Plaintiffs Semrau and Diggs did not have standing to
pursue liquidation under Section 53-8-55(A)(1) because the district court found that
Lakeside did not have any members once VFW 3227 and DAV 13 were suspended
by their respective state organizations. Plaintiffs specifically argued and requested
that the district court enter findings of fact reflecting that once VFW 3227 and DAV
13 were suspended, Lakeside had “no members . . . capable of voting” and had no
members capable of “engag[ing] in corporate acts or otherwise carry[ing] on corporate
business.” 	Plaintiffs’ factual argument was premised on the express language in
Lakeside’s bylaws stating that no person was eligible for membership in Lakeside
“unless that person has satisfied all eligibility requirements for membership in, and

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is a member in good standing of [VFW 3227] and/or [DAV 13].”
Standard of Review
{9} 	“We review factual questions for substantial evidence. Substantial evidence is
relevant evidence that a reasonable mind would find adequate to support a
conclusion.” Sitterly v. Matthews, 2000-NMCA-037, ¶ 22, 129 N.M. 134, 2 P.3d 871
(citation omitted). However, the determination of “[w]hether a party has standing to
bring a claim is a question of law which we review de novo.” Prot. & Advocacy Sys.
v. City of Albuquerque, 2008-NMCA-149, ¶ 17, 145 N.M. 156, 195 P.3d 1.
Substantial Evidence
{10} 	We first examine the underlying factual question of whether Plaintiffs Semrau
and Diggs were members of Lakeside at the time they filed the action for liquidation
of Lakeside in December 2007. 	Plaintiffs argue that the undisputed evidence
established that Plaintiffs Semrau and Diggs were members of Lakeside and that the
corporation continued to have members after the state organizations suspended DAV
13 and VFW 3227. “In reviewing [a] verdict for substantial evidence, we examine the
record for relevant evidence such that a reasonable mind might accept as adequate to
support a conclusion.” Nava v. City of Santa Fe, 2004-NMSC-039, ¶ 10, 136 N.M.
647, 103 P.3d 571 (internal quotation marks and citations omitted). 	“We resolve
disputed facts in favor of the party prevailing below, indulging all reasonable

8
inferences in favor of the verdict and disregarding contrary inferences, and we do not
independently weigh conflicting evidence.” Id. (internal quotation marks and citation
omitted).
{11} 	The district court entered detailed findings regarding Lakeside membership:
23. 	Both the local chapters [VFW 3227 and DAV 13] have
remained suspended by the respective state organizations since the above
dates [June and September 2007]; the state organizations have assumed
control of the affairs of the local chapters during the suspension.
24. 	Unless the joint ownership of the [Plum Lane] Property is
changed, it is likely that the state organizations will continue suspension
of the local chapters; ultimately the state organizations are likely to
revoke the local chapters’ [c]harters without a change in joint ownership.
25. 	As a result of the suspension, members of [DAV 13] and
members of [VFW 3227] cannot meet, vote, or conduct any business
related to either of the local chapters or Lakeside.
26. 	As a result of the suspension, none of the members of [DAV
13] or [VFW 3227] are in good standing with their local chapters and, as
a result, are not eligible for Lakeside membership.
27. 	Membership in Lakeside requires membership in good
standing in [DAV 13] or [VFW 3227].
28. 	Members in the local chapters comprise the exclusive
membership of Lakeside.
29. 	Since 	the 	state 	organizations 	have 	suspended 	the
memberships of the local chapters, the local members are not in good
standing and therefore there are no members of Lakeside.
30. 	As a result of the suspension, Lakeside has no members and
therefore none qualify to engage in corporate acts or otherwise carry out

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corporate business of Lakeside.
31. 	In short, Lakeside can no longer carry out its purposes.
(Emphasis added.)
{12} 	We can find no sound basis for Plaintiffs’ substantial evidence argument. In
fact, this is contrary to Plaintiffs’ evidence and arguments in the trial before the
district court. Lakeside’s bylaws were submitted to show that Lakeside’s membership
was limited exclusively to members who were in good standing in DAV 13 or VFW
3227. 	Testimony and exhibits were admitted to show that no members in good
standing existed after the state organizations suspended VFW 3277 in June 2007 and
DAV 13 in September 2007. The inability for Lakeside to act in a corporate capacity
was at the center of Plaintiffs’ case and arguments at trial. 	We conclude that
substantial evidence supports the district court’s finding that Lakeside had no
members after September 2007. Pursuant to this finding, Plaintiffs Semrau and Diggs
were not members of Lakeside at the time this suit was filed in December 2007.
Standing and Subject Matter Jurisdiction
{13} 	We next review de novo whether Plaintiffs Semrau and Diggs had standing to
bring an action for the dissolution and liquidation of Lakeside under Section 53-8-
55(A)(1)(e). See Prot. & Advocacy Sys., 2008-NMCA-149, ¶ 17. “Whether a plaintiff
has standing depends on whether the constitutional or statutory provision on which

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the claim rests properly can be understood as granting persons in the plaintiff’s
position a right to judicial relief.” 	N.M. Gamefowl Ass’n v. State ex rel. King,
2009-NMCA-088, ¶ 14, 146 N.M. 758, 215 P.3d 67 (internal quotation marks and
citation omitted), cert. denied, 2009-NMCERT-007, 147 N.M. 361, 223 P.3d 358. In
interpreting a statute, we first examine “the plain language of the statute, giving the
words their ordinary meaning, unless the Legislature indicates a different [meaning]
was intended.” 	N.M. Indus. Energy Consumers v. N.M. Pub. Reg. Comm’n, 2007-
NMSC-053, ¶ 20, 142 N.M. 533, 168 P.3d 105. When employing the plain meaning
rule, statutes “are to be given effect as written without room for construction unless
the language is doubtful, ambiguous, or an adherence to the literal use of the words
would lead to injustice, absurdity or contradiction[.]” State v. Davis, 2003-NMSC-
022, ¶ 6, 134 N.M. 172, 74 P.3d 1064. “[W]hen a statute contains language [that] is
clear and unambiguous, we must give effect to that language and refrain from further
statutory interpretation.” 	Truong v. Allstate Ins. Co., 2010-NMSC-009, ¶ 37, 147
N.M. 583, 227 P.3d 73 (internal quotation marks and citation omitted). “Only if an
ambiguity exists will we proceed further in our statutory construction analysis.”
Marbob Energy Corp. v. N.M. Oil Conservation Comm’n, 2009-NMSC-013, ¶ 9, 146
N.M. 24, 206 P.3d 135.
{14} 	Section 53-8-55(A)(1)(e) provides that “[d]istrict courts shall have full power

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to liquidate the assets and affairs of a corporation . . . in an action by a member or
director when it is made to appear that . . . the corporation is unable to carry out its
purposes[.]” (Emphasis added.) Section 53-8-55(A)(1)(e) expressly limits the right
to initiate an action to liquidate a corporation to members or directors of that
corporation. Furthermore, the limitation of Section 53-8-55(A)(1)(e) to “an action by
a member or director” is unambiguous and cannot be properly understood as granting
persons who are neither directors nor members of a corporation the right to initiate an
action to liquidate that corporation. 	See N.M. Gamefowl, 2009-NMCA-088, ¶ 14.
Here, statutory standing under Section 53-8-55(A)(1)(e) was premised upon the
allegations of Plaintiffs Semrau and Diggs that they were members of Lakeside. As
previously discussed, the district court ultimately found that Lakeside had no members
after September 2007. As a result, we conclude that Plaintiffs Semrau and Diggs had
no standing to initiate an action to liquidate Lakeside under Section 53-8-55(A)(1)(e)
in December 2007. Because of Plaintiffs’ lack of standing, the district court did not
have subject matter jurisdiction to proceed with the liquidation action under Section
53-8-55(A)(1)(e). 	See ACLU, 2008-NMSC-045, ¶ 9 n.1 (reasoning that where a
statute creates a cause of action and designates who can sue, standing is a
jurisdictional prerequisite that is interwoven with subject matter jurisdiction).
Addressing Plaintiffs’ Arguments for Standing and Jurisdiction

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{15} 	Plaintiffs have placed themselves in a strange and conflicting position. 	The
district court ruled in Plaintiffs’ favor and adopted their proposed factual position
regarding the legal recognition of no membership in Lakeside as of the end of
September 2007. On appeal, Plaintiffs are attempting to discredit and cast ambiguity
upon the specific findings that they previously asked the district court to enter when
it ruled in their favor. 	Plaintiffs frame this apparent paradox into two separate
arguments. 	First, Plaintiffs argue that Lakeside should be barred from raising the
issues of standing and lack of subject matter jurisdiction in this case because Lakeside
made factual admissions to the contrary in the district court below. Second, Plaintiffs
assert that the district court’s findings should be construed to recognize a limited form
of membership in Lakeside that would allow liquidation to proceed even after all the
members of DAV 13 and VFW 3227 were suspended by their state organizations. We
do not agree with Plaintiffs’ arguments.
{16} 	Plaintiffs recognize that where standing is jurisdictional, it cannot be waived.
See Gunaji, 2001-NMSC-028, ¶ 20 (reasoning that where standing is jurisdictional,
it “may not be waived and may be raised at any stage of the proceedings” (internal
quotation marks and citation omitted)). 	However, Plaintiffs contend that where a
party admits facts that establish the district court’s jurisdiction, the party is bound by
those factual admissions on appeal. 	Specifically, Plaintiffs assert that Lakeside’s

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factual claims regarding membership and jurisdiction at trial must now be treated as
binding admissions. Effectively, Plaintiffs want to bind Lakeside to its factual version
of the membership dispute at trial. Plaintiffs have cited numerous cases from other
jurisdictions to support their argument that Lakeside should be factually bound and
that this effectively prevents Lakeside from raising the standing and jurisdictional
defect claim on appeal. 	See Railway Co. v. Ramsey, 89 U.S. 322, 327 (1874);
Ferguson v. Neighborhood Hous. Servs. of Cleveland, Inc., 780 F.2d 549, 550 (6th
Cir. 1986). This authority is not on point, and Plaintiffs also recognize that no New
Mexico court has ever recognized this principle to restrict a party from raising the
issue of subject matter jurisdiction on appeal. 	See Pickett Ranch, LLC v. Curry,
2006-NMCA-082, ¶ 45, 140 N.M. 49, 139 P.3d 209 (stating that where no supporting
authority for a proposition is cited, this Court may assume that no applicable or
analogous authority exists).
{17} 	Railway and Ferguson are not on point because the parties in those cases did
not dispute the facts giving rise to subject matter jurisdiction. See Railway, 89 U.S.
at 326-27 (noting that the stipulation to federal jurisdiction was an admission to the
existence of supporting factual documents that were accidentally destroyed by fire);
Ferguson, 780 F.2d at 550-51 (stating that the employer’s judicial admissions
“eliminate[d] the need for evidence on the subject matter of the admission, as admitted

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facts are no longer at issue” (internal quotation marks and citation omitted)). 	In
contrast, the parties in this case did not agree on the critical factual issue regarding the
current status of membership in Lakeside. Specifically, the issue of whether Lakeside
had members after September 2007 remained a contested issue of fact and law
throughout the trial in district court. Furthermore, the district court reasoned that its
“decision [was] narrowly based on the issue regarding Lakeside membership” and
ultimately concluded that “there are no eligible Lakeside members to carry out its
purposes.”
{18} 	Our Supreme Court has recognized that “[u]nder ordinary circumstances a party
is not permitted to take a position in the court below and, thereafter, to take a contrary
position on appeal. However, the rule is otherwise when jurisdiction is involved.”
Zarges v. Zarges, 79 N.M. 494, 497, 445 P.2d 97, 100 (1968). In Zarges, the Court
reasoned that “[j]urisdiction of the subject matter cannot be conferred by consent,
much less can it be waived.” Id. (internal quotation marks and citation omitted). As
a result, we conclude that Lakeside is not barred from arguing the jurisdictional
implications of the district court’s findings on appeal, despite having proposed
contrary findings that were rejected by the district court at trial.
{19} 	Plaintiffs next argue that the district court’s findings of “no members” in
Lakeside should be construed liberally to mean that members still exist for purposes

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of liquidation under Section 53-8-55(A)(1) even though these members are ineligible
or non-functioning for all other corporate and business purposes. 	As previously
discussed, the district court found that “[a]s a result of the suspension, Lakeside has
no members and therefore none qualify to engage in corporate acts or otherwise carry
out corporate business of Lakeside.” (Emphasis added.) This Court will not disturb
the district court’s findings of fact “unless they are demonstrated to be clearly
erroneous or not supported by substantial evidence.” Roybal v. Morris, 100 N.M. 305,
311, 669 P.2d 1100, 1106 (Ct. App. 1983). 	The district court’s finding does not
appear ambiguous or erroneous. Instead, the court’s factual finding simply carries an
unintended legal consequence because standing and subject matter jurisdiction were
not being considered when the requisite findings were entered.
{20} 	As Lakeside points out, Plaintiffs have failed to explain how seeking corporate
liquidation under Section 53-8-55(A)(1) does not constitute a corporate act or involve
the carrying out of its corporate business. Furthermore, Plaintiffs provide no authority
for the proposition that all actions or business carried out within a corporation may be
deemed corporate acts or business except for the act of liquidation under Section 53-8-
55(A)(1), 	and 	we 	assume 	no 	such 	authority 	exists. 	See 	Pickett 	Ranch,
2006-NMCA-082, ¶ 45 (stating that where no supporting authority for a proposition
is cited, this Court may assume that no applicable or analogous authority exists).

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{21} 	Plaintiffs also fail to explain how the district court’s findings and conclusions
that prevent further corporate acts or business can be construed to carve out one
special exception for corporate liquidations. 	The district court’s findings and
conclusions do not recognize or identify any exception to the limitations placed upon
Lakeside’s former membership. Furthermore, to the extent that the district court’s
finding of no membership conflicts with its legal determination to proceed with the
liquidation of Lakeside, the district court’s finding prevails. 	See Roybal v. Chavez
Concrete & Excavation Contractors, Inc., 102 N.M. 428, 430, 696 P.2d 1021, 1023
(Ct. App. 1985) (reasoning that “[w]hen a finding supported by substantial evidence
conflicts with an opinion [or conflicting conclusion of law], the finding prevails”).
Consequently, we conclude that the district court’s finding of no membership in
Lakeside was not clearly erroneous.
{22} 	As a result, the statutory basis chosen for liquidation, Section 53-8-55(A)(1)(e),
was not available to Plaintiffs. The district court was not asked to consider or address
the issue of how Plaintiffs might otherwise effectuate a liquidation of Lakeside
without any legal members who could act on behalf of the corporation. This Court
will not speculate about potential avenues of relief that might have been available or
what further action the district court might have taken. 	See Sanchez v. Saylor,
2000-NMCA-099, ¶¶ 22-23, 129 N.M. 742, 13 P.3d 960 (reasoning that this Court

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will not speculate regarding alternative actions the district court might have taken or
“take the district court’s place as weigher of facts and judge of credibility” where
substantial evidence supports the court’s findings). We simply hold that the district
court’s findings of fact cannot reasonably be construed to recognize a form of
membership in Lakeside that would still authorize acting in a corporate capacity to
seek a liquidation pursuant to Section 53-8-55(A)(1).
CONCLUSION
{23} 	We reverse the decision of the district court that allowed the liquidation of
Lakeside to proceed under Section 53-8-55(A)(1)(e). Plaintiffs Semrau and Diggs did
not have standing to initiate liquidation proceedings under Section 53-8-55(A)(1)(e)
because they were not members of Lakeside at the time the suit was filed. Therefore,
the district court did not have subject matter jurisdiction to proceed with a liquidation
action under Section 53-8-55(A)(1)(e). We remand for a dismissal without prejudice
of Plaintiffs’ statutory proceeding pursuant to Section 53-8-55(A)(1)(e).
{24} 	IT IS SO ORDERED.
___________________________________
TIMOTHY L. GARCIA, Judge

WE CONCUR:

CYNTHIA A. FRY, Judge

LINDA M. VANZI, Judge

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