Because Every Dog Deserves a Home and Every Story Deserves a Share
Shenandoah Shepherd Rescue was founded by Jennifer Aufdenberg and Kaitlin Vazquez in January 2017. Over 3,200 lives were saved before an unlawful hostile takeover and ouster.
The organization is currently involved in litigation and undergoing dissolution. This blog is in the process of being built out.
From the Archives…
Court Reinstates Aufdenberg as Director of Shenandoah Shepherd Rescue, Declares May 13 Meeting Invalid: Aufdenberg v. Vazquez (CL24 — 533)
8 min read
Apr 21, 2025
A partial ruling has been issued in Aufdenberg v. Vazquez. The case was bifurcated to first determine the validity of the May 13 board meeting. The court found the meeting was improperly held and reinstated Jennifer Aufdenberg as a lawful director of Shenandoah Shepherd Rescue.
VIRGINIA:
IN THE CIRCUIT COURT FOR FREDERICK COUNTY
JENNIFER LYNN AUFDENBERG, et. al.
Plaintiff
v.
SHENANDOAH SHEPHERD RESCUE, INC., et. al.
Defendant
Case No. CL24–533
ORDER
Came this day the plaintiff, with her counsel, Timothy Johnson, Esquire, and the defendant, with their counsel, Glen Koontz, Esquire, and after a full hearing regarding the meeting held on May 13, 2024, for the Court to determine whether the meeting in question was proper, plaintiff’s demurrer, and defendant’s pending motions. As such, the Court finds the following:
A. Standing of Plaintiff
To bring a derivative suit, pursuant to §13.1–672.1 of the Code of Virginia, the litigant must be a shareholder in the corporation; was a shareholder at the time of the act or omission; was a shareholder at the time the shareholder made the written demand; and fairly and adequately represents the interests of the corporation.
There is no argument that the plaintiff in this matter was a shareholder at the time of the call for an annual meeting as well as when the meeting was held. The issues raised by the plaintiff are of an act which would constitute an interest in the corporation. The plaintiff objected, in writing, to the call for the meeting as well as objecting to the outcome of the meeting. The Court finds that her written demands fall within the purview of the statute.
Whether or not the plaintiff was still a shareholder after the meeting is an issue at bar. The defendant’s argument that the plaintiff was removed as a shareholder, and therefore cannot argue that the meeting was valid, holds little weight. If the meeting does not comply with the operating agreement or the Code of Virginia, they cannot then hide behind their meeting and votes to avoid review.
B. Membership of the Corporation
Shenandoah Shepherd Rescue (SSR) is a non-profit, non-stock corporation operating within the Commonwealth. It was organized in January of 2017 with only two non-stock holding directors: Jennifer Aufdenberg as Chairman and Kaitlin Vazquez as a Director. Evidence showed that there has not been an annual meeting of the corporation during that time. Ms. Vazquez communicated with Ms. Aufdenberg on several occasions to have her name removed from the corporation, asked when that will happen, and indicated she no longer wished to participate in the business of the corporation. Ms. Aufdenberg responded that she was working on getting her name removed but had not done so.
The question for the Court is whether Ms. Vazquez resigned from the board pursuant to the Code of Virginia, §13.1–859. A director may resign at any time by delivering written notice to its chairman; however, a resignation is effective when the notice is delivered unless the notice specifies a later effective time. Here, Ms. Vazquez clearly indicated to Ms. Aufdenberg, the chairwoman, that she no longer wanted her name on the corporation, which is a resignation. However, Ms. Vazquez’s resignation was contingent on her name being removed from the corporation. The corporation continued to move forward with her as a director well after her attempts to remove her name. This was indicated in their tax filing status as well as her name continuing to be on the articles of incorporation.
Ms. Vazquez’s text messages showed an intent to resign, but not an actual resignation. The Court would view this as a contingent resignation. A director may resign with an actual date in the future, and as in this case, when someone is named a director to replace her. Had her name been removed, then the resignation would have been completed, but until that happens at an annual meeting, Ms. Vazquez is a director of the corporation.
C. Call For Annual Meeting
The Defendant argues that the meeting held on May 13, 2024, was valid and necessary for two reasons: first, that there had not been an annual meeting since the inception of the corporation, and second, that any member of the corporation may call for an annual meeting. As stated by the Court, if the meeting was proper, then these matters at bar are moot; if not, then the meeting never occurred and anything flowing from that meeting is void.
Failure for a Virginia corporation to hold its annual meeting as required by its bylaws has limited consequences under the Code of Virginia. Failure to hold an annual meeting does not affect the validity of any corporate action. This is explicitly stated in §13.1–838, annual meeting for nonstock corporations, and §13.1–654, annual meeting for stock corporations. Additionally, directors or officers in office at the time meeting will continue to hold their positions under the “holdover” rule until their successors are elected. This rule has been affirmed in Virginia case law, such as in Blue Ridge Property Owners Assoc. v. Miller, 216 Va. 611 and Stewart v. Lady, 251 Va. 106, where the courts held that the directors retain their positions until valid elections occur.
The defendant provided the following notice, sent by electronic mail on April 29, 2024:
Please be advised that Shenandoah Shepherd Rescue President Kaitlin Vazquez is calling for an Annual Board Meeting of the organization for 10:30am on Monday, May 13, 2024. The meeting will be held at the offices of KOONTZ, P.C., 4 Barnett Street, Berryville, Virginia 22611. The subject of the meeting will be, inter alia, the organization’s current operations and a need for an audit of the financial records. The meeting will also consider the election of up to three (3) new Board members. Please advise the undersigned of your plans to attend. This meeting requires in-person attendance. Thank you.
This notice is clearly calling for an annual board meeting following Virginia Code §13.1–842 and is not a special meeting pursuant to Virginia Code §13.1–839. An annual meeting is a regularly scheduled meeting held once a year, primarily for the election of directors and the transaction of general business. The notice for an annual meeting does not need to specify the purpose of the meeting unless required by the articles of incorporation or bylaws (§13.1–842 and §13.1–658). Annual meetings are a standard requirement for corporations and are typically outlined in the bylaws of not-for-profit corporations (VA).
In contrast, a special meeting is convened to address specific issues or purposes that arise outside the scope of the annual meeting. The notice for a special meeting must explicitly state the purpose or purposes for which the meeting is called, and only the business specified in the notice may be conducted at the meeting (Virginia Code §13.1–842, §13.1–658, and §13.1–839). Special meetings can be called by specific individuals or groups, such as the chairman of the board, the president, the board of directors, or members holding a certain percentage of voting power, as specified in the articles of incorporation or bylaws pursuant to §13.1–839. No such power exists to call an annual meeting outside of the bylaws of the corporation. Looking to the four corners of the bylaws, the chairperson is the proper director to call for an annual meeting.
Virginia law does provide a mechanism for shareholders or members to address the failure to hold an annual meeting. Under §13.1–656 (for stock corporations) and §13.1–840 (for nonstock corporations), any shareholder or member may petition the circuit court to order a meeting if an annual meeting has not been held within 15 months of the last meeting or incorporation date. The court may then set the date, time, and other conditions for the meeting to ensure compliance with corporate governance requirements.
D. Plaintiff’s Demurrer of Counterclaims
It is uncontroverted that Virginia is a notice pleading state. “Every pleading shall state the facts on which the party relies in numbered paragraphs, and it shall be sufficient if it clearly informs the opposite party of the true nature of the claim.” Sup. Ct. Rule 1:4(d).
While Virginia is a notice pleading state, a demurrer succeeds when a pleading does not state a cause of action or that such pleading fails to state facts upon which the relief demanded can be granted (Virginia Code § 8.01–273). A complaint must “allege sufficient facts to constitute a foundation in law for the judgment sought, and not merely conclusions of law. To survive a challenge by demurrer, a pleading must be made with sufficient definiteness to enable the court to find the existence of a legal basis for its judgment. In other words, despite the liberality of presentation which the court will indulge, the motion must state a cause of action.” Dunn v. McCormack & MacPherson, 281 Va. 553, 558 (2011) (citing Hubbard v. Dresser, Inc., 271 Va. 117, 122–23 (2006)).
Moreover, a plaintiff need not provide significant detail of proof if the complaint provides “sufficient allegations of material facts to inform a defendant of the nature and character of the claim.” CaterCorp, Inc. v. Catering Concepts, Inc., 246 Va. 22, 24 (1993).
Here, in this case, the counter plaintiff has made broad accusations of Ms. Aufdenberg but lacks any specificity as to any of their counterclaims. “Upon information and belief” is not a legal standard; it is an accusation. To continue to say it must be because an accounting cannot be done fails to meet the legal standard for judgement. For example, to meet the standard for a fraud claim, the counter plaintiff must plead the claim with particularity, satisfying both the general elements of fraud and the heightened pleading requirements specific to fraud claims. The complaint must allege facts that, if proven, establish all elements of fraud, including: (1) a false representation, (2) of a material fact, (3) made intentionally and knowingly, (4) with intent to mislead, (5) reliance by the plaintiff on the misrepresentation, and (6) resulting damage to the plaintiff. These elements must be supported by clear and convincing evidence. Doe v. Va. Empl. Comm’n, 2022 Va. App. LEXIS 319.
As the Court is granting the demurer as to the counterclaims, it will not address that these claims also fail to meet the standard to pierce the corporate veil which would also be a requirement.
WHEREFORE, it is hereby ORDERED, ADJUDGED, and DECREED that:
1. The Annual Meeting of May 13, 2024, was not properly held as Ms. Vazquez did not have any authority to call such a meeting.
2. Ms. Aufdenburg and Ms. Vazquez are the only two shareholders of the corporation.
3. Any actions taken by the defendants after May 13, 2024, are without authority of the corporation.
4. The Counterclaims filed by the defendant/counter plaintiff herein are dismissed without
prejudice and may be amended not later than May 5, 2025.
5. On the issue of preliminary injunctive relief, the Court denies the motion as Ms. Aufdenburg is the proper person to manage the corporation with Ms. Vazquez and that any further actions of the defendants lack any corporate authority.
6. The Court withholds adjudication on all other issues for further proceedings.
Signed:
Judge Christopher E. Collins
April 11, 2025
Case Reference: Related to Aufdenberg v. Vazquez, Case No. CL24–533 — a corporate governance and nonprofit control dispute filed July 30, 2024, in the Circuit Court of Frederick County, Virginia, by Jennifer Aufdenberg against Kaitlin Vazquez, Catherine Gioeli, Briana Hemenger, and Rebecca Becky Broussard, concerning the unlawful takeover of Shenandoah Shepherd Rescue, a 501(c)(3) nonprofit.
Related posts:
(June 9th, 2025) Post-Ruling Status Update: Aufdenberg Still Denied Access to the Corporation — read here
(July 22, 2025) Court Denies Defendants’ Motion to Nonsuit the Amended Counterclaim — read here
(November 24, 2025) Court Orders Oversight of Company Assets and Debts Through Appointed Custodian — read here
