IN THE CHANCERY COURT FOR DAVIDSON COUNTY, TENNESSEE AT NASHVILLE q y MARK SCHLICHER, ) i KENNETH STRAW ) i 2 a AMARI HARRIS: ) 3 “py ) L ge ; Petitioners, ) = 2 ony . ) aa ve ) Case no. )- bane ) WATKINS COLLEGE OF ART, ) nee WATKINS INSTITUTE, ) TRUSTEES & COMMISSIONERS, ) ) Respondents. ) YR INIU! VE [EF 1. The primary question presented in this case is whether it is proper for Watkins College of Art [hereafter referred as “Watkins”, formerly known as Watkins Institute, founded in 1885 by Samuel Watkins through a testamentary gift to the State of ‘Tennessee and held the State of Tennessce as trustee for the benefit of the “youth of Nashville”, guished by a private for-profit corporate acquisition in which Belmont University wholly acquires Watkins and the corpus of Mr. Watkins’ testamentary trust, including, but not limited to, real estate holdings, chattel paper, chattel property, leaseholds, and intellectual property, entrusted to the State of Tennessee as trustee, maintained by the State of Tennessee, and which the State of Tennessee accepted as designated trustee by statute promulgated into Tennessee Code Annotated in 1885, ultimately extinguishing and conveying said corpus in toto into the ever-expanding portfolio of a private Christian university, without the consent nor participation nor any oversight by the beneficiary, the Tennessee General Assembly, this Honorable Court, or any Court whatsoever. [See Tenn. Code Ann. § 49-50-701, Exhibit A, and Tenn. Code Ann. § 48-60-108(b) & (c); See-also State ex rel. Beeler v. Nashville, 178 Tenn. 344, 352, 187 S.W.2d 839, 842 (1941)] Page 4 of 11The secondary question presented in this case is whether the Board of Directors of Watkins can extinguish the Watkins Public Trust, sell the real property held in the Watkins Public Trust, and use the proceeds in a unilateral and drastic deviation from the testator’s original intent of a free educational institution to benefit the “youth of Nashville”, without any Aet of the Tennessee General Assembly or any Cy Pres ruling from this Honorable Court or any Court whatsoever. [See Tenn. Code Ann. § 49-50-701, Exhibit A, and Tenn, Code Ann. § 48-60-108(h) & (c); See also State ex rel. Beeler v. Nashville, 178 Tenn. 344, 352, 157 S.W.2d 839, 842 (1941)] The tertiary question presented in this case is whether or not property of the State of Tennessee, held in trust by the State of Tennessee, acquired by testamentary trust wherein the State of Tennessee accepted trusteeship of the testamentary trust corpus as acting and willing designated trustee for over 135 years, said trust corpus including real property titled in the name of the Watkins Trustees, and which is maintained, repaired, and improved upon with several recent state legislative appropriations managed by the Building Commission of the State of Tennessee, may be unilaterally sold for the benefit ofa private Christian university without the consent of the beneficiary, any Act of the Tennessee General Assembly, or any Cy Pres ruling by this Honorable court or any Court whatsoever. [See Tenn. Code Ann. § 49-50-701, Exhibit A, and Tenn, Code Ann. § 48-60-108(b) & (c); See also State ex ret. Beeler v. Nashville, 178 Tenn. 344, 352, 157 S.W.2d 839, 842 (1941)] ‘The quaternary question presented in this case is whether itis proper for the Board of Directors of Watkins and all other governing authority over Mr. Watkins” testamentary gifl, intended and accepted in trust by the State of ‘Tennessee, with the State of Tennessee as willing designated Trustee, to operate in a manner that is completely closed to the public, closed to public participation, and closed to public inspection and/or oversight, in ‘order that the public may not see the accounting and/or financial and/or legal dealings conceming Watkins and its conveyance into the ever-growing real estate portfolio of a private christian University, in violation of the Tennessee Public Records Act. [See Tenn. Code Ann, § 49-50-701 and Exhibit As See also Tenn. Code Ann. § 10-7-503] LPARTIES ‘The Petitioner, Kenneth Strawn, is a citizen of Tennessee and resident of Davidson County, Tennessee who is a student at Watkins College majoring in film. The student identifies as part of the LGBTQ community and desires to continue their edueation at Watkins, not a private Christian university. Page 2 of 1110. The Petitioner, Amari Harris, is @ citizen of Tennessee and resident of Davidson County, Tennessee wi also identifies as part of the LGBTQ community and attends Watkins College majoring in fine arts, Prior to attending Watkins, Harris actually attended Belmont, only to leave two years into his undergraduate study because of not feeling welcomed and accepted. Harris does not wish to go back to Belmont and joins this suit to fight for the survival of the Watkins College that they have come to know and love. The Petitioner, Mark Schlicher, isa citizen of Tennessee and resident of Davidson County, Tennessee who works as an adjunct instructor at Watkins College where he teaches cinematography and film. Schlicher has filed requests pursuant to the Tennessee ‘Open Records Act, Tenn. Code Ann. § 10-7-503, and has not received any response whatsoever concerning the current management nor future acquisition of Watkins College. ‘The Respondent, Watkins College of Art, nee Watkins Institute, is a testamentary trust established by the will and codicils of Mr. Samuel Watkins, probated in 1881 in Davidson County, Tennessee [See Exhibit A]. The Watkins Institute was accepted by the State of Tennessee in accordance with the will and codicil of Mr. Watkins which provided for the Governor of the State of Tennessee to appoint the Watkins Institute ‘Commission, a body of three persons known as “Commissioners of Watkins In: ‘who shall hold theit offices for four (4) years, and until successors are appointed as aforementioned, pursuant to Tenn. Code Ann. § 49-50-701 te The Respondent, Watkins College of Art, nee Watkins Institute, was established in 1885 by the testamentary trust of Mr. Samuel Watkins, Such public trust was created in and for the benefit of Davidson County and Watkins College of Art is located in Davidson County, Tennessee, pursuant to Tenn. Code Ann. § 49-50-701. U. RITY, This Court has jurisdiction over this action pursuant to the Tennessee Declaratory Judgment Aet, Tenn, Code Ann, § 29-14-102, and jurisdiction over the testamentary trust of Mr. Watkins which created the Watkins Institute pursuant to Tenn. Code Ann. § 35-15-203, Page 3 of 11LL, This Court is vested with the authority to issue a declaratory judgment and restraining order with the force and effect of a final decree pursuant to Tenn. Code Ann. § 29-14-102(c) and Tenn. Code Ann, § 29-1-106. 12, As the county where the causes of action giving rise to Petitioner's Complaint have and are oceuring, venue is proper in Davidson County pursuant to Tenn. Code Ann. § 35+15-204, m TUAI 13, The legislature promulgated Tenn. Code Ann. § 49-50-701 titled “Watkins Institute,” after accepting the testamentary trust of Mr. Watkins in 1885 which established the “Watkins Institute.” 14, Mr. Watkins” last will and testament contained the following language which shows his desire and wishes for Watkins Institute: “Our city bids fair to become a great educational center, and is already distinguished for the number and the excellence of its literary itutions, but a want, I think is felt, which it is my desire to supply, namely there is no place where lectures on physical and moral sciences are delivered without charge for admission. It is the object of this bequest to promote the diffusion of knowledge among the people, and i wish an opportunity afforded the youth of Nashville, who are without the means (o attend schools and colleges where the higher branches of education are taught, to acquire information upon such useful subjects as will be beneficial in the business of life.” [See Exhibit A] 15. ‘The aforementioned aspects of Mr. Watkins's testamentary wishes and desires are codified in Tenn. Code Ann. § 49-50-701, stated as follows: “It is the object of the trust established by the last will and testament of Samuel Watkins to promote the diffusion of knowledge among the people, and to afford an opportunity to the youth of Nashville who are without the means to attend schools and colleges where the higher branches of education are taught, to acquire information upon such usefull subjects as will be beneficial in the business of life.” [See Exhibit A; See also Tenn. Code Annotated § 49-50-701] Page 4 of 1116. To manage Watkins Institute, Mr. Watkins left language in his will, later codified in Tenn, Code Annotated § 49-50-701, stated as follows: “The governor is authorized to appoint, by and with the advice and consent of the senate, three (3) persons, to be known as "commissioners of the Watkins Institute,” who shall hold their office for four (4) years, and until their successors are appointed as aforementioned.” [See Exhibit A; See also Tenn. Code Annotated § 49-50-01] 17. Mr. Watkins left strict wishes in his Last Will and Testament and its codicils concerning the financial oversight of the trust. Specifically, in his will, Mr. Watkins stated as follows, “They [Commissioners of the Watkins Institute] are to receive no compen: to the Governor, of receipts, expenditures, and all the other matter connected with the trust, and their management is at all times to be subject to inquiry by authority of the State, under the protection of which the affairs of the Institute are to be placed.” [See Exhibit A] ion for their services, are required to render biennial reports 18. In promulgating Tenn, Code Annotated § 49-50-70, the legislature later added to the financial reporting and oversight requirements by enacting the following language in 1989: (i ‘The institute shall annually provide an audited financial statement to the comptroller of the treasury, to the chairmen of the senate and house of representatives government operati ns committees; and (@ ‘The institute shall annually provide a corporate financial statement prepared by a public accountant who holds a valid permit to practice in Tennessee to the comptroller of the treasury, o the chairman. of the house government operations commitice, and to the chairman of the senate government operations committee. [See Tenn. Code Annotated § 49-50-703] 19. In 2010, a bill filed and passed by Republican Senator Bo Watson [Exhibit B - Senate Bill 2469] which was cosponsored by Republican House of Representatives member, Susan Lynn, eliminated the biannual reporting and financial oversight previously Page § of 1120. 23, required of the Watkins Institute Commissioners and instead placed the Watkins Institute under the more forgiving regulations of Tenn. Code Annotated § 4-29-119, titled “Review of Entities not Enumerated in Chapter.” [See TN. Pub, Ch. 700 (2010) and Exhibit B; See Also Tenn. Code Annotated § 4-29-119] The provisions of Tenn. Code Annotated § 4-29-119, titled, “Review of Entities not Enumerated in Chapter,” provides for the following financial oversight and accountability: (a) Ifany state governmental entity is not scheduled for review in part 2 of this chapter, the comptroller of the treasury shall advise the chairs of the appropriate evaluation committee of the schedule for the limited program review audit for such entity, and such entity shall be reviewed by such evaluation committee in accordance with such schedule and every eight (8) years thereafter. (b) Tis the duty of the commissioner of finance and administration to advise the ‘comptroller of the treasury and the chairs of the appropriate evaluation committee of any such entity. [See Temn. Code Annotated § 4-29-119] Upon information and belief; the Petitioners are not aware of any financial reports or oversight of the Watkins Institute Commission, as clearly stated as a desire and requirement in Mr. Watkins’ last will and testament which created the Watkins Trust, since the passage of the 2010 legislation that removed the Watkins Institute Commission from being required to make biannual reports to the legislative Government Oversight Committee and the Governor. Upon information and belief, the Petitioners are also not aware of the Governor of the State of Tennessee appointing any new members to the Watkins Institute Commission since 2010, and as such, the State Senate has not confirmed any gubernatorial appointments to the Commission, to the Petitioner's knowledge. Upon information and belief, the Respondents have operated in complete secrecy with no oversight or accountability and there was no opportunity for publie input or input of any of the students or faculty of Watkins Institute concerning the Watkins Institute’ s Commissioner's and Board of Directors unanimous decision to allow Mr. Samuel Watkins’ bestowed gifi to be absorbed by Belmont University, a much larger Christian school known for requiring faculty and students to profess their faith of Christianity to attend and to teach at its campus. Page 6 of 1124. 25. 26. 21. A Tennessee Open Records Request [Exhibit C] was properly served upon the Commissioners for Watkins Institute and the request for information concerning the backroom closed dealings between the Board of Directors of Watkins Institute and Belmont University received no response following the seven (7) day period required as per the Tennessee Public Records Act, pursuant to Tenn, Code Ann. § 10-7-503. ‘Upon information and belief, the Petitioners would show to this Court that the actions of the Respondent qualifies us those same “unthinkable” actions which the Supreme Court of Tennessee contemplated within its ruling upon the 1941 case of State ex rei. Beeler v. Nashville, which is the only reported case in Tennessee concerning Watkins Institute. [See State ex rel. Beeler v. Nashville, 178 Tenn. 344, 352, 157 S.W.2d 839, 842 (1941)] In State ex rel. Beeler v. Nashville, the issue before the Court was whether the City of Nashville could tax real estate held by Watkins Institute, Attorneys for the City of Nashville attempted to distinguish between state property acquired by an appropriation from the legislature and state property acquired by way of gift like the testamentary trust of Mr, Watkins. The Court stated: “To be sure there is a difference in the State's right to deal with an tution cteated as was Watkins Institute and an institution created by the State's own funds. The State might abolish an institution of the latter character and use and apply its property to another purpose. This the State could not do with respect to the property of Watkins Institute, Its faith being pledged, it is unshinkable that the State would be guilty of a breach of faith in this particular (emphasis added). [See State ex rel. Beeler v. Nashville, 178 Tenn, 344, 352, 157 S.W.2d 839, 842 941) Upon information and belief, the Petitioners state to the Court that itis their belief that the closed-door-dealings and secretive meetings of Watkins Institute Commission and Board of Directors have led to a breach of faith and that the testamentary trust of Mr. Watkins is indeed being extinguished for the sole benefit of its Commissioners in a vain attempt to continue their influence as managers of a scholarship which benefits only the affluent students of a private christian university seeking acquisitions to its ever-expanding real estate portfolio, and by way of being swallowed whole by said university for the profit, greed, and interest of real estate developers coveting its mere land value in an ever-skyrocketing Nashville real estate market, effectively silencing the mission of Watkins Institute and killing the generous vision of Mr. Samuel Watkins and the trust he established for every man and woman of Nashville more than 135 years ago. Page 7 of 1130, 31 8 33. Bai 36. 37. di ES OF ACTION Ultra Vires The Petitioners incorporate by reference the foregoing allegations as if fully set forth herein; ‘The Respondents have acted in a way that is grossly beyond the intent and wishes of Mr. Watkins" testamentary trust; The Respondents have acted in a manner that is grossly beyond the language codified in Tenn. Code Annotated § 49-50-701 Breach of Duties and Failures to Act The Petitioners incorporate by reference the foregoing allegations as if fully set forth herein; ‘The Respondents have failed to maintain and manage the Watkins Trust in a manner as Mr. Watkins intended in his last will and testament; ‘The Respondents have failed to maintain and manage the Watkins Trust in a manner that, the legislature intended with the adoption of Tenn. Code Annotated § 49-50-701 Violation of Tenn Open Records Law The Petitioners incorporate by reference the foregoing allegations as if fully set forth herein; The Respondents have failed to respond to the Open Records Requests which were ‘timely made upon them by Petitioner Marks Sehlicher; The Petitioners desire the Court to issue a declaratory judgment concerning whether the Respondents are required to respond to the Open Records Requests; ‘The Petitioners desire the Court to compel a response and disclosure of the records requested if the Respondents are subject to the Open Records Requests made by Mark Scblicher; Page 8 of 1135. The Petitioners requests attorneys fees for the failure of the Respondents to timely respond to the open records requests that were made, Y. CLAIMS FOR RELIEF WHEREFORE, Petitioners respectfully prays this Honorable Court: 1. Issue a judgment declaring that the Respondents have acted in a ultra vires manner inconsistent with the wishes of the testator, Mr. Watkins, and the language established by the legislature for overseeing the property entrusted to it by Mr. Watkins: 2. Issue a judgment declaring the Respondents are subject to the Tennessee Open Records Act; 3. Issue a judgment ordering the Respondents to respond and comply with the Open Records Requests made upon them by Petitioner Mark Schlicher; 4, Issue a temporary restraining order, and thereafter, a permanent injunction prohibiting the Watkins Institute Commissioners and Board of Directors from entering into any legal agreements with Belmont University until those agreements have been reviewed by Court, and subject to the Court's approval, made publically available; 5, Grant the Petitioners reasonable costs and attorneys fees, both pursuant with the provisions of the Tennessee Public Records Act and in accordance with the manifest interest of justice in bringing this action; Grant the Petitioners any and all of such other relief to which Petitioners are entitled. Respectfully submitted, Fagan, BPR #037299 Kevin W. Teets Jr, BPR #029981 Jonathl P.O. Box 60121 1350 Rosa L.. Parks Blvd, Suite 211 Nashville, TN 37206 Nashville, TN 37208 Phone: 615.933.8230 Phone: 615.604.1030 Email: kevin.teets@kevinteetslaw.com Email: }d@faganjd.com Page 9 of 11YERIFICATION 1, Kevin William Teets Jr., having been duly sworn according to law, hereby state that I have ‘made an independent investigation into the averments stated herein, and that the facts, statements, and exhibits contained in the foregoing Complaint are true and correct to the best of my knowledge, information, and belief. Pursuant to Tenn, R. Civ. P. 72, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge. Kevin William Teets Jr. BPR #029981 P.O. Box 60121 Nashville, TN 37206 Phone: 615.933.8230 Email: kevin.teets@kevinteetslaw.com VERIFICATION 1, Jonathan Fagan, having been duly swom according to law, hereby state that I have made an independent investigation into the averments stated herein, and that the facts, statements, and exhibits contained in the foregoing Complaint are true and correct to the best of my knowledge, information, and belief. Pursuant to Tenn. R. Civ. P. 72, | declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge. Jonathon F§gan, BPR No. 037299 1350 Rosa L. Parks Blvd., Suite 211 Nashville, TN 37208 Phone: 615.604.1030 Email: jd@faganjd.com By: Page 10 of 11CERTIFICATE OF SERVICE Thereby certify that a true and exact copy of the foregoing has been sent by Certified Return Receipt US Mail to the registered agent, Brownlee O. Currey, Jr, for service as per the Tennessee Secretary of State for Trustees of Watkins Institute, Control #000086249 at 1115 Sneed Rd W, Franklin, TN 37069-6939 on this the g~day of Moe __, 2020, Additionally, | hereby certify that a true and exact copy of the foregoing has been sent by email and/or Certified Return Receipt US Mail and/or facsimile to the following: ‘Susan Basham James H Clayton IL Watkins Commissioner Watkins Commissioner 4005 Harding Place 6032 Jocelyn Hollow Road Nashville TN 37215 Nashville TN 37205 newpennyantiques@aol.com jJjim.clayton@infoworks-tn.com Walter Knestrick Watkins Commissioner 903 Bowring Park Nashville TN 37215 walter: knestrick(@gmail.com _£ fo Kevin W. Teets Ir Attomey for the Petitioners Jonathan ae a Atomey for the Petitioners Page 11 of 11‘TER WILL OF SAMUEL MATAINS This is ny last will and testanont: ly oxsoutor and testanontary trustee is axthorized to sell ell my roal estate wherevor situated end to oxecute deeds to the purchasers. The sales may be for oash or on credits, not ox- cooding three years, or partly fer cash or partly for credit, a0 seid ex- ecutor may deen best. Tho tract of land noar Nashville chould be divided into small lots, due rogard being taken in regard to wood, water, oboe, 50 es to make caid lots desirable for small farmors, and I suggest that 4m selling timbered land it would be well to request payment in cash. That there may be no doubt atout the validity of the titles. T wish it to be understood that the foregoing provision about the manner of sale is advisory. Moreover the purchaser is not bound to soo the application of tho purchase nonsy. ly personal property the executor must also convert into cash, and I wish him to exeroise great discretion in disposing of my bank or gas stocks. It would be best to sell these stocks in snall fractions, say in lots of $5,000 or less, end rather to porsons who buy for investment than to spe eulators, and as these stocks pay dividends, and alweys possess a rarket value it would be bost to hold them till, by collections from the sale of real estate, the end soens approaching for winding up the trust. Dividends, rents, ote, are to de collected by the excoutor, and ho is authorized to keep under rent oxy real estate until the sane ts sold. 1 entered a conversion of all real estate into,cash, as if it were personal- tye A life of industry and economy hes enabled mo to acoumlate relatively o large estate and having always tried as a good citizen, while living, to Aiechargo-uy duty, in this last and most solemn act I dispense my benefeotions under a proper souso of uy obligations to my kindred (all of vwhon are rencte,) and society. The proceeds of the eales of eaid real and porsonal property are dispot of as follows: Firetelfy exsoutor will spend 95,000 in erecting a plain, uncstentious nonunont over my grave, with such inscription es my friend, John Hi. Lea, shall think suitable. Socondly--Tgive to the State of Temegsce as 0 trustes for the uses and purposes horeaftor montioned, the sun of $100,000, The trust contemplates the establishment, in the city of Nashville, of an institution to be imown as"The Watkins Institute.” cur oity Dide Tair to decom @ great educational center, and te elrendy otinguished for the muber exd the exosllenoe of ite Literary insite tons, bub a wnt, T think, is felt, which it 1s uy desire to euppiy, sanely, there is no place where lectures oa physical and moral, sofezcos tro delivered without oharge for admission. Tt 44 tho object of thie oquest to pronote the diffusion off inowledge among tho people, and 1 ‘ish en opportunity afforded the youth of Nashville, vio aro without the rotns $0 attond schools and colleges whore the higher branches of od- uostion are taught, to acquire information upoa euch useful subjects as will be beneficial in ti Dusiness of lifes , ‘The Governor of the State of Tennessee is authorized to appoint, by and with the consent of the Senate, three persons to be known as the "Commise sioners of Watkins Institute," who shall hold their offices for four years and until their successors are appointed as aforesaid.Tho said comissioners to be charged with tho duty of expending the foun of $100,000, or such thereof as in thoir judgnont may be necessary im purchasing a lot in tho oity of Nashville, building a house thereon, eves, as heroiuafter required, and wader whose superintendence, after the build- ings, obe-, are completed, the affairs of the Institute are to bo managed. ‘They are to receive no compensation for their servioes, are required to render bieuntal reports to the Governor, of receipts, exzenditures, and all the other wattors comnected with the trust, and their managenent is at all times to be subject to inquiry by authority of the State, under the protection of which the affeirs of the Institute are to be placed. ithe receipt of the Comsstonors appointed as the aforese!é for the exount of eatd legiey shall bo a good voucher to my executor. ‘Thoy are authorised to purchase a lot, and take the title in the nane of the State of Tennescee as a "Trustee for the Watkins Institute." The basement and first stories in the Block are to be erected on a plan satisfactory to then, end are to be rented for the purpose of obtaining a reveaus~- the second story, ‘sho Commissioners aro authorized to fit with bookesses, tables, sholves, oto suiteble for a public library, aid its uso shall be givon free of rent to library of library assooiation, scooptable to the Comidssioners, said asso~ ciation, to conforn to all the rules and regulations adopted by tho Commissioners for yn well ordering of the buildiag--the third story is to be fitted up as 9 hall, with all the proper appliances required as a lecture room, After the completion of the building, oto., I wish the Commissioners to appoint eninent and competent professors and teachers to deliver wekly lectures, say sion to from the first of November to the firet of April of ovory year, adn’ which shall be frea to every person who may choose to avteni, Tho meetingsmay be oftenor if the Commissioners deon proper and the funds of tho Institute are sufficient, As helps to instruction, 211 necessary maps, charts, otos, must be purshased, and though I do not exelude fron disoussion aay subject caloulated to improve the public wind and taste, I wish prominonos given to the thesoiag of physical and natural soioncos. Wot morely entertainment, but instruction, is the object designed, and it is hoped that any person who will attentively listen to ths course of lectures on any dranch of science may, on the close of the tort, have ‘added much to his stock of Imowledge, The institute is intended to be @ sehcol for touching the soienco orally and by means of exporimonts. A largo disoretion is nocossarily given to the Comnissionors as to the subject to be trosted of in tho lectures, the mumber of leotures to be required ia any bransh of science, ete., The dead cannot manage the effaire of the living, and I mst leave to othors the task of managing to best advantage the means I have placod at their disposal. My general intent relative to the benefaction can be gathored from the provision herein stated, end the details mist be fixed by those charged with execution of tho trust, The hall or lecture room is not to be used for any political getaering or con voution, but the Commissioners may rent or allow its use without rent for aay musionl consort, ert exhibition or any other purpose Likely to promote the public intorest in what is good or elevating. ‘The fund to pay leotures, purehases apparatus, ete., will be derived from the rent of the basenent end first story of the building, and I think sone position of tho principal legaoy will be left after purchasing let, oreoting bulldi: oto., and any pert of said legacy thus loft, or any rents or profits, after payment of expenses, repairs, ete., received for the use of halls, stores, o¥or, is to be loaned out at interest for acoumiletion, in order to onlargetthe institution's field of usefulness, in acvordance with the general intent I have expressed, or if the Library seems to be doing good, the comissioners may purchase books and place then therein for public use, their discretion being the best guide as to the manner of disposing of any accumulation. The lectures mist be chosen with regard to thoir knowledge of the special ranches which they profess to teach, The charges of lecturss will Mkely ‘bo annually made--and locally, section, political, or religious opinion, or porsonal preference will, of course, have no weight or in?luence in their solootion by the commissioners, This logacy of $100,000 is to be paid in full or 4n installments out of the first money coming to the hands of ay executor after the payment of debts, funeral expenses and cost of monument. Tairdly--i give to my namesake, Samuel Woticins Overton, $2,000 and a Like sum ny namesake, Senuol Watidins Ewing. Fourthly--I give to Ldzsic Willians $2,000: and like sum to Ellen Srom, and a Like sun to Martha Wenning. Fifthly-oI give $2,000 to John Watkins. Sixthly--I give to Hannan Davidson, should she be Living ab ny death, $2,000 and a like sum to each of her children who may be living at my death. Seventhly--The rest and reaidue of my ostate, all having beon converted into personal as aforesaid, I dispose as follows: Basides uy sistor, Patsoy Covey, who is dead, and ny half sister, Betsey Pugh, T had three Sisters--Sallie, who married Solomon Clark: Polly, who married Samuel Neoly, and Jane married to Anbross Lewis, and also two brothers, Jascb and Isaac, all of whom are dead, having left descendants. Now I wish said rost-6- and residue of my estate divided into five parts, and one part is to be given to the dosoondants of my sister, Selly, ons part to the descendants of ny sister, Folly, one part to the descondant of my sister Jano, ono part to the deseondant of Brother Jacob and the remaining part to the des- cendants of brother, Teaao. Tho said descendants of each one of my said three sisters and two brothors are to take one-fifty of said rast and residue under the statute of distribution, not as my next kin, but as noxt of kin of the brother or sister aforesaid, from whom they desoond and said brothers and sisters departed this life on the Ysy of my death, and each being the omer of ond-fifty part of uy rest residues I know vory fow of said des- cendants: should the desoonding Lins of any one or more of said cicters and two brothors be extinct at tne tine of my death, the bequest given to that or those lines shall be equally divided anong the surviving lines, es it ie not wy intention to die intestate as to any part of my estate and the desoondants of my half-sister Petsey Pugh aro to be oxcluded fron any participation to said rect and residue of my estate. T appoint Issac Litton my exeoutor and executory trustee, with power to sell all ny real estate, no security being required for either office, and wish him to be paid a reasonablo compusation for his tims and trouble in settling my estate. ‘Witness ny hand Sept. 15, 1876. Samuel Watkins, Signed by us as witness: 4n the present of one another and the request of the testator.Jonn M. Lea Charles L. Fuller J. W, Harrie First Codiedl. A codioil to my last will end testament; I sive to Thonas H. Kendrick 60 share! , to Willian 2, Waticine 40 shares, and to lire. Jane Watkins 40 shares of stock in the Nashville Gas Companye tn all other respecte the said will and testament is confirmed end republish ed, and, as on account of the high prises of lots in the business portion of the city, St may be the best arrangement to have stores connected with the Watkine Institute, a disorotion is left with the commissioners as to tho moans of obtaining a revenue to carry out the provisions of the trust, and as to the proper investment of any funds belonging to the institut If for say reason the State Officers should deoline to act in the premises so desirous ax I that this trust shall not fail, that, in the event, said $100,000 mist be paid over by my exsoutor to William Fs Cooper, Janes Whit- worth and John My Lea, the survivors of then, as trustees, who will pro- coed to exéoute all trusts set fort# in my will regarding atkins Tastitutey and the charter being obtained, they are authorized to discharge thensolves of tho trusts by transferring sald $100,000 to said corporation, to be held by said corporation for tho uses and purposes doolared Sa my said will ond testanent. T prefer, however, that sald dherity be edninistered under ‘the supervision of the State in the manner hereinbefore declared, Witness my hand, Fob. 27, 1876+ Sanud Watkine« gned by us in tho present of and at the request of the testator, A, Bs Norton 3. H, Maney-8- A codicil to my lest will end statements Codie 2. My lot situated tm Nashville on the southwest corner at the intersection of High end Church strests,bought by me from Fogg's executors, is reserved from sale by my exsoutor and is kereby given fer the purpose and is to constitute a part of the device to the Watkins Institute, in addition to ‘the sum of $100,000 heretofore given by mo in my lest will and codici} attached beering date of Feb, 27, 1878 The legal title to said lot is hereby devised to the State of Tonnes upon the trusts declared in my seid will and codicil, and in the case tho State should decline to accept or execute the trust, then tho lot io devised to William F, Cooper, who upon the organisation of a corporation es declared in said codicil, shall Givest themselves of the trust by © conveyance of said lot to sald cor- poration upon the trust and for the purpose set forth in my said last will and testexout and codicil theroto attached, the corporation thereby being obarged with exeoution and management of the trust. I remove any restrictions upon the comiesiouers of tho corporation as to ‘the purpose for which any hall, to be erected in connsotion with the Dullding, may de used, ee on certain occasions it may be @ public convenienss, to rent it‘or use it for purpose not Literary or educational. Discretion on that question is vosted in the comissioners or the corporation. itne: ny hend Aug. 24, 1680, Semuel Watkins. Signed by ws, as witnesses, in the presence of and at the request of the testatore. Thos. F, Kendrick Jo GibsonEnacted - Interim, March 31, 2010 Reporter 2008 Bil Text TNH.B. 2481 ‘THE STATE OF TENNESSEE BILL TEXT > TENNESSEE SECOND SESSION OF THE 106TH GENERAL ASSEMBLY > HOUSE BILL 2461 Synopsis AN ACT to amend Tennessee Code Annotated, Tile 4, Chapter 29 and Title 48, Chapter 50, Part 7, relative to the Watkins Institute commission Text WHEREAS, Watkins Institute was founded by Samuel Watkins in 1885 as a gift to the state of Tennessee ina testamentary trust; and WHEREAS, Samuel Watkins, a seiteducated Nashville businessman, left as a charitable legacy a schoo! that would provide a useful education that would strengthen the city; and WHEREAS, In the 1970's Watkins was incorporated as a nonprofit entity with @ board of directors; and WHEREAS, At present this fine Institution, now known as Watkins School of Art and Design, serves over ‘our hundred students on a campus that spans thirteen acres; and WHEREAS, Although @ special connection and bond exists between the school and the state of Tennessee, il is no longer practical or necessary for this long-standing educational institution to be subject to the governmental entity raview law, compiled in Tennessee Code Annotated, Title 4, Chapter 5; now, therefore, BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF TENNESSEE: SECTION 1. Tennessee Code Annotated, Section 4.29-231(a), is amended by deleting subdivision (61) in its entirety, #1 SECTION 2. The general assembly reserves the right to review the Watkins Institute commission in a limited review audit, as provided in Section 4-29-1 19. SECTION 3. This act shall take effect upon becoming a law, the public welfare requiring it.2009 Bill Text TN H.B. 2464 HOUSE BILL 2461 BY LYNN Sponsor(s) _ Lynn Classification ‘Subject: LEGISLATION (90%); LEGISLATORS (90%); CHARITIES (77%); EDUCATION SYSTEMS & INSTITUTIONS (77%); EDUCATION (76%); PERSONAL TRUSTS (72%); NONPROFIT ORGANIZATIONS (72%); ‘TRUST ARRANGEMENTS (57%) Load-Date: April 1, 2010 ‘THE STATE OF TENNESSEE BILL TEXT Copyright €2010 Lewis, Al igh reserved. User Annotations 4 This is the language that effectively sunset the portions of: (61) Watkins Institute commission, created by § 49-50-701; and Taylor Blake © Mar 02, 2020 03:54:30 AM Page 2 of 2February 19, 2020 Public Records Request Form To: Dwayne Breeding, VP, Finance and Operations, Principal Officer Os other designated Public Records custodian ‘Trustees of Watkins Institute SoS Control Number 86249 d/b/a Watkins College of Art 2298 Rosa Parks Blvd, Nashville, TN 37228 From: Mark Schlicher 5161 Whitaker Dr, Nashville, TN 37211 (615) 294-5671 mark@sunporchmedia.com Tattest that I am a Tennessee citizen, Under the Tennessee Public Records Act, §10-7-503 et seq., which states “a public record custodian or the custodian's designee shall promptly make available for inspection uny publie record,” Tam requesting an opportunity to inspect and receive copies of the public records listed below. As noted by Attorney Jonathon Fagan, esq. in the letter, dated February 8, 2020, addressed to the Board of Trustees, "The Trustees of Watkins Institute” is a public entity, which makes it subject to the provisions of the TPRA. Per attorney Fagan: * Be advised that Watkins, its Board of Directors, Trustees, and Commissioners, ‘must ascribe both to the provisions of Tennessee Code Annotated § 49-50-701, as a Public Trust of the State of Tennessee, and the Tennessee Nonprofit Corporation Act as enumerated within Tennessee Code Annotated § 48-51-101 through Tennessee Code Annotated § 48-69-100....Additionally, as a Public Trust of the State of Tennessee, pursuant to Tennessee Code Annotated § 49-50-701, Watkins remains a “Trust” as defined in, and pursuant to, Tenmessce Cade Annotated § 48- 60-206.’ (Fagan letter to Board of Trustees, February 8, 2020) To the above, I would add that the status of Watkins Institute as a public entity subject to TPRA is plainly affirmed in the Tennessee Supreme Court ruling: State ex Rel. Beeler v.City of Nashville, Supreme Court of Tennessee, Jan 17, 1942, 157 S.W.2d 839 (Tenn. 1942), and is further affirmed in the Watkins Institute "Charter of Incorporation’, on file with the Secretary of State of Tennessee. Pursuant to these authorities, I request that you immediately make available for inspection, and to simultaneously copy/duplicate for me, the Public Records listed below. I hereby agree to pay copying costs in an amount not to exceed $100.00. In the event that copying costs exceed this amount, please provide a detailed estimate of reasonable costs for my approval (see also below). EXHIBIT ee GePage 2 ‘TPRA Request ‘Mark Schlicher 2/19/2020 er the Tennessee Office of Open Records Counsel guidelines, "information shall be provided in the mast efficient and cost-effective manner, including but not limited to permitting the requestor to provide copying equipment or an electronic scanner” Accordingly, especially in the event that copying charges would exceed $100, I would like to request the option to make photographs or self-service scans at no charge, which is allowed under TPRA at the discretion of the records custodian. Delivery preference: on-site pickup “The Tennessee Public Records Act TCA 10-7-503(2)(2)(B) requires prompt production of records. If records cannot be made available promptly, a response is required within seven days. If access to any of the records I am requesting will take longer than this, please contact me via e-mail with information about when I might expect to be able to inspect the requested records, If certain records, but not all, will require more time to complete, please produce all records within seven days that can be reasonably be produced, so as not to unreasonably delay records that you believe may require more time. Ifyou deny any part or all of this request, please submit an official statement of each denial, including each specific statutory exemption, per 503(a)(2)(B)(ii) . Please note that that 503(a) (3) states “Failure to respond to the request as described in subdivision (a)(2) shall constitute a denial and the person. making the request shall have the right" to bring legal action. Ifyou assert that this request is not subject to the TPRA in whole or in part, I further request that you immediately deliver to the State of Tennessee's Office of Open Records Counsel, and simultaneously to me (Mark Schlicher), an open records mediation request for consideration, that includes a reasonable, thorough, and articulated narrative statement of why the Trustees of Watkins Institute believes the request is not subject to TPRA.Page 3 TPRA Request ‘Mark Schlicher 2/19/2020 Records Requested: 1, Complete minutes of any regular and/or special Watkins College Board of Trustees meeting(s) in CY 2019, and 2020, where the terms of the agreement to "merge" with Belmont University (announced January 28, 2020) were discussed and approved, including the specific language that was approved. 2. Complete minutes of any regular or special Executive Committee meeting(s) in CY 2019, and 2020, wherein the terms of the agreement to "merge" with Belmont University (announced January 28, 2020) were discussed and approved for recommendation to the full Board, including the specific language that was approved. 3, Complete minutes of the Board of Trustee meetings, for the period from January 1, 2014 to the present date. These are to include minutes of the five annual regular meetings of the Board, per the Bylaws, plus all special meetings held during that time period. 4. Complete minutes of all meetings of the following Standing Committees, for the period from January 1, 2014, to the present date, These are to include minutes of all regularly scheduled meetings per Article X, Sect. 5 of the Bylaws (2010), and any special meetings held during that time period. A. Executive, B. Development, and C. Membership and Board Operations. 5. Complete minutes of all meetings of any special or ad hoc committees in operation from January 1, 2014 through the present date that were/are involved in, or formed for the purpose of, the following matters: ‘A. Search for President, or for VP in charge of Admissions, B. investigation of any Conflict of Interest questions regarding any member of the Board of ‘Trustees, Board Officers or executive-level employees of Watkins. 6. Complete minutes of all meetings of the Ad Hoc committee formed in 2019 (per J. Kline's report to the Department Chair meeting held on September 24, 2019), which Kline described as being formed to find short-term funding solutions, including a loan against assets, including record of attendance and roll call votes. I request minutes all meetings of this committee from its formation (presumably in 2019) to the present. 7. Ifnot already included in the body of the of the minutes themselves, records for all meetings referenced in items 1, 2, 3, 4,5, and 6 above, that show members in attendance, attainment of a quorum, and recording of all votes taken, including the yea's and nay's of any roll-call vote, per the Charter and applicable state law. 8, All reports of actions taken by the Executive Committee, as presented to the Board of Trustees, meetings during calendar years 2014 through the present date, per Bylaws Article X Sect. 6 (2010). 9, All consultant reports that were delivered to the Executive Committee or Board of Trustees in. calendar year 2019, and 2020 by the firms Huron and Ruffalo Noe! Levitz.Page 4 TPRA Request Mark Schlicher 2/19/2020 10, ‘The written "merges" agreement, as-ratified by the Watkins and Belmont boards, which was announced on January 28, 2020 as having been ratified by both, 11. Copies of all written proposals, offers, or other documents presented by the Watkins Board to any cemtities at Belmont University for the purpose of proposing or advancing the terms of a so-called “merger” or other combining of the two institutions, at any time since the beginning of calendar year 2018. 12, All written proposals, offers, or other documents presented by, or received by, the Watkins Board to any entities at Tennessee State University for the purpose of proposing or advancing the teems of a so called "merger" or other combining of the two institutions, at any time since the beginning of calendar year 2018, and the official response(s) 13. All written proposals, offers, or other documents presented by, or received by, the Watkins Board to any entities at Fisk University for the purpose of proposing or advancing the terms of a so-called “merger” or other combining of the two institutions, at any time since the beginning of calendar yar 2018, and the official responses). 14, All written proposals, offers, or other documents presented by, or received by, the Watkins Board to any entities at Middle Tennessee State University for the purpose of proposing or advancing the terms of a so-called "merger" or other combining of the two institutions, at any time since the beginning of calendar year 2018, and the official response(s). 15, All written proposals, offers, or other documents presented by, or received by, the Watkins Board to any entities at Vanderbilt University for the purpose of proposing or advancing the terms of a s0- called "merger" or other combining of the two institutions, at any time since the beginning of calendar year 2018, and the official response(s). 16. All written proposals, offers, or other documents presented by, or received by, the Watkins Board to any entities at Lipscomd University for the purpose of proposing or advancing the terms of a so-called “merger” or other combining of the two institutions, at any time since the beginning of calendar year 2018, and the official response(s). 17. All written proposals, offers, or other documents presented by, or received by, the Watkins Board to or ftom representatives of any other public or private college or university or otter institution, for the purpose of proposing or advancing the terms of a so-called "merger" or other combining of the two institutions, at any time since the beginning of calendar year 2018, and the official response(s). 18. The most recent detailed inventory, and formal appraisal or other market valuation, of Watkins’ fine art collection, 19. Performance reviews of J. Kline, and records of disciplinary or other actions (positive or adverse) taken by the Board, related to Kline's performance of his duties, from January, 2018 to the present. 20. Documents, emails, etc. that describe the terms of the "administrative leave" status that J. Kline has been put under in early February, 2020, and show the mechanism of the Board action (ie., who initiated, what vote, if any, was taken, was a committee vote ratified by the full Board?).IN THE CHANCERY COURT FOR DAVIDSON COUNTY, TENNESSEE AT: “T} NASHVILLE t ae 0 HHO J i MARK SCHLICHER, KENNETH STRAWN, AMARI HARRIS £236 RY oF Petitioners, case No, 20-0876 -TL % WATKINS COLLEGE OF ART, ) nee WATKINS INSTITUTE, TRUSTEES & COMMISSIONERS, Respondents, OF RES TH NOW COMES the Petitioners herein, Mark Schlicher, Kenneth Strawn, and Amari Harris, pursuant to Rule 65.03 of the Tennessee Rules of Civil Procedure and move this Honorable Court for a Temporary Order upon the affidavits filed herein that immediately: 1), ENJOINS AND RESTRAINS the Respondents from entering into any legal ‘contract, agreement, or other arrangement, whether formal or informal, written or oral, that would allow the testamentary trust established by Mr. Samuel Watkins creating the Watkins Institute, now called the Watkins College of Art and Design, to be extinguished and its Public Trust to dissolve and die by way of a corporate merger and acquisition, sale of the trust corpus or any other action that allows Watkins College of Art and Design, nee Watkins Institute, to be victims of corporate takeover by a private christian University desiring to acquire the Watkins Institute trust corpus, now containing valuable Nashville real estate and intellectual property, established by Mr. Samuel Watkins in 1885 and which Mr. Watkins entrusted the State of Tennessee to hold in trust consistent with the language of the Last Will and Testament of the Testator; and further moves this Honorable Court for an Order that temporarily and immediately: Page 1 of 52). ENSOINS AND RESTRAINS the Respondents from taking any actions that would dissolve or alter the Watkins Trust, which Mr. Watkins entrusted the State of Temessee to oversee, manage and to act as the ‘Trustee in a manner consistent with his intent and purpose as described in his Last Will and Testament and its codicils, the language of the ‘Watkins Trust, and the legislature's enactment of Tenn. Code Annotated § 49-50-701 and prior legislative language establishing “Watkins Instifute;” and further Moves this Honorable Court for an Order that temporarily and immediately: 3), ENJOINS AND RESTRAINS the Respondents from taking any action to liquidate, sell, lease, or otherwise dispose of any of the trust’s corpus, including, but not limited to, real property, intellectual property, chattel property, chattel paper, monies, or other intangible assets of Watkins Institute, Watkins College of Art and Design, or property ‘that in any way is subject to the governance of the Watkins College of Art and Design’s Board of Directors, Watkins Institute Commission, Watkins Commissioners, or Watkins Trustees. As grounds for this motion for extraordinary relief, the Petitioners aver and state the following fo this Honorable Court: 4), The Petitioners hereby incorporate by reference all paragraphs and pleadings contained within the Petitioner’s Verified Complaint for Injunctive and Declaratory Relief; 5). The Petitioners incorporate by reference, as part of this application for temporary and extraordinary relief, the affidavits swom under oath of the following Petitioners: A). Kenneth Strawn B.) Amari Harris, C.) Mark Schlicher 6). Based upon information and belief, unless the Respondents are restrained by this Honorable Court, the entity known as Watkins Institute and Watkins College of Art and Design will be dissolved and dismantled by allowing the public entity that was founded by Mr, Samuel Watkins to be raided and swallowed whole by a private Christian university that is in no way consistent with the desires of the beneficiaries of the Watkins Trust or consistent Page 2 of 5with the language and expressed wishes of Mr. Watkins when he entrusted the State of Tennessee to manage and oversee the testamentary trust property. 7). If this Honorable Court does not enjoin and restrain the Respondents, the Petitioners will suffer immediate and isreparable injury and harm as described in the Petitioners’ Verified Complaint for Injunctive and Declaratory Relief and in the attached Affidavits. 8), That the issuance of the restraining order will not cause undue inconvenience or Joss to any of the Respondents and that the issuance of this Order is required so as to prevent irreparable injury to the Petitioners. The Petitioners through counsel, tender and offer to furnish such security as the Court may ‘decm proper for the payment of such costs and damages as may be incurred or suflered by any party who is found to have been wrongfully enjoined by such restraining order. TH [HE FIRST APPLI Fe INARY, IEF IN E. THE PE’ S, cH L, WILL U! EFFORTS SOTIFYE E RESPONI ‘SOF |OTION BY WAY OF CONTACTING THEIR LEG. DIATELY ING THIS APP! ION WITH THE COU! Respectfully submitted, MA fron Kevin W. Teets Jr. BPR #029981 Jonathon Fagan, BPR No. 037299 P.O. Box 60121 1350 Rosa L. Parks Blvd, Suite 211 Nashville, TN 37206 Nashville, TN 37208 615.933.8230 Phone: 615.604.1030 kevin.teets@kevinteetslaw.com Email: jd@faganjd.com Page 3 of 5YERIE! 1, Kevin William Teets Jr., having been duly sworn according to law, hereby state that I have ‘made an independent investigation into the averments stated herein, and that the fa statements, and exhibits contained in the foregoing Complaint are true and correct to the best of my knowledge, information, and belief. Pursuant to Tenn. R. Civ. P. 72, [ declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge. Goo By: ke on Kevin William Teets Jr. BPR #029981 P.O. Box 60121 Nashville, TN 37206 615.933.8230 kevin.teets@kevinteetslaw.com VERIEICATION 1, Jonathan Fagan, having been duly sworn according to law, hereby state that I have made an independent investigation into the averments stated herein, and that the facts, statements, and exhibits contained in the foregoing Complaint are true and correct to the best of my knowledge, information, and belief. Pursuant to Tenn. R. Civ. P. 72, I declare under penalty of perjury that the foregoing is tue and correct to the best of my knowledge. By: re Fy Jonathon Fagan, BPR No. 037299 1350 Rosa L. Parks Blvd, Suite 211 Nashville, TN 37208 Phone: 615.604.1030 Email: jd@faganjd.com Page 4 of 5CERTIFICATE OF SERVICE I hereby certify that a true and exact copy of the foregoing has been sent by Certified Return Receipt US Mail to the registered agent, Brownlee O. Currey, Jr., for service as per the Tennessee Secretary of State for Trustees of Watkins Institute, Control #000086249 at 1115 Sneed Rd W, Franklin, TN 37069-6939 on this the __ day of » 2020. Additionally, I hereby certify that a true and exact copy of the foregoing has been sent by email and/or Certified Return Receipt US Mail and/or facsimile to the following: Susan Basham James H Clayton IIT Watkins Commissioner Watkins Commissioner 4005 Harding Place 6032 Jocelyn Hollow Road Nashville TN 37215 Nashville TN 37205 newpennyantiques@aol.com jim.clayton@infoworks-tn.com Walter Knestrick Watkins Commissioner 903 Bowring Pack Nashville TN 37215 walter-knestrick@gmail.com Wh a _ Kevin W. Teets Jr. Attorney for the Petitioners Nit Foon Jonathan Pagan Attorney for the Petitioners Page 5 of 5IN THE CHANCERY COURT FOR DAVIDSON COUNTY, TENNESSEE AT re NASHVILLE i £3 az MARK SCHLICHER, y S KENNETH STRAWN, ) AMARI HARRIS ) e ) 8 Plaintiffs, ) ) ¥ ) Case No. 20-09%-T ) WATKINS COLLEGE OF ART, ) nee WATKINS INSTITUTE) Defendants. ) AFFIDAVIT OF KENNETH WADE STRAWN COMES NOW the Affiant, Kenneth Wade Strawn, and having been duly sworn attests as follows: 1. 1, Kenneth Wade Strawn, am competent to testify, and confirm that the facts contained herein are known by me to be true and accurate, 2. Lama student at Watkins College of Art, majoring in film. 3. If the Court does not intervene, my future and the future of all students at Watkins College will forever be changed as we will no longer be able to graduate from the school and programs that we have invested time and money into to pursue an education. 4. [signed a residential lease believing that I would be attending Watkins College in the Pall and I'm now going to suffer financial harm if I have to break the lease to pursue an edueation outside of Nashville. NotaryCam DoclD:5e8695c83d7ba87001280eb45. identify as LGBTQ and I will not be attending Belmont. 6. Attached to this affidavit is the letter that I wrote to Dr. Joseph Kline, the President of Watkins College, I am sharing it with this Court to show why the merger with Belmont must be stopped. 7. Lbelieve that Mr, Samuel Watkins would have left money for college scholarships if he wanted to in fact create a scholarship program...but that’s not what he wanted to do with his estate that we as students are supposed to beneliting from per his wishes. 8. Instead, Mr. Watkins wanted to create a college of his own that has benefited students like me in an environment where I can be myself and express myself. 9. As Thave expressed in my letter to Dr. Kines, the legacy of Mr. Samuel Watkins will die and no longer exist if this merger with Belmont is allowed. 10. For the reasons expressed herein, I ask that this Court intervene immediately and stop the merger with Belmont, FURTHER AFFIA Kenny Wade Span Kenneth Wade Strawn, Affiant STATEOF Virginia ) ) COUNTY OF York ) Before me, the undersigned Notary Public, in and for the aforesaid State and County, personally appeared Kenneth Wade Strawn, to me known to be the person described herein and who NotaryCam DociD:5e6395c83d7ba8700/2800b4executed the foregoing instrument and acknowledged that execution as a free and voluntary act and deed. WITNESS MY HAND AND SEAL on this the 09 day of __Mai 5 2020, Eipbith faigh Yortorore Notary Public My Commission Expires: 11/30/2021 Commission # 7719246 ‘NotaryCam DoclD:528695¢83d7be870012800D4Dear Dr.Kline, 3 years ago, in the summer of 2017 | ventured 13 hours from my home in San Antonio, Texas to an RV park in Murfreesboro. | was attending the Watkins College Of Art's Pre College program, and at that time there was no housing offered. | didn’t care though because | had already fallen in love with this school. David from admissions had visited my highschool in the spring and I was instantly taken by the small size of the school and its culture of artists who were never afraid to push boundaries along with faculty that actively encouraged their growth. Through the two weeks | spent at the pre college program | was hooked. Watkins was the only school that | applied to, and | was ecstatic when I was admitted. This was the schoo! That | wanted to attend. In every sense of the word this was my dream school. Throughout my two years at this school | have been met with nothing but kindness from my peers and professors. | remember coming to your office on my first day as a freshmen. | gleefully introduced myself and you did the same. | let you know that you would be seeing me around. | began to blossom at this institution. | had always been an outgoing person but never had | thought of myself as 2 campus leader until was at Watkins. The small culture of this school was something I thrived on. It felt ike a ‘small town, everyone knew everyone. Everyone was always welcoming and friendly, always ready to help out at the drop of a hat. Yesterday, you announcad that Watkins was merging Belmont. In that meeting, students poured their hearts out to you. Pleading with you to ensure that protections would be put in place to ensure a smooth transition. These pleas seemed to fall on deaf ears. When a student was escorted out crying you took no action. You said nothing to these students expect for the PR statement about how “historio” yesterday was. After witnessing this, you then went to Belmont and continued on talking about how excited you were for this merger. You spent no time even attempting to console the heartbroken students you had left at your campus. ‘You and The Board may call this a solution, but that is far from the truth. A solution would warrant celebration. This merger may have solved the problem of the schools funding, but it effectively killed the Watkins College of Art. These students, the size of the school, and the amazing faculty are what make up the Watkins College of Art. By moving the school and selling the land The Board, as well as yourself, have ensured the death of the culture that has blossomed within the walls of 2298 Rosa L Parks Blvd. | assure you this move does not save the school, but kills it. Watkins College of Art will no longer serve as a place for free and open art to be created. No, that name will be reduced to just that. A name on a building -Kenny StrawnIN THE CHANCERY COURT FOR DAVIDSON COUNTY, TENNESSEE, AT NASHVILLE 2 MARK SCHLICHER, ) | sr KENNETH STRAWN, ) ! 2 it AMARI HARRIS: ) Ly oe ) = 3 Plaintiffs, ) ) v ) Case No. 90-15% ) WATKINS COLLEGE OF ART, ) nee WATKINS INSTITUTE) d Defendants. ) AFFIDAVIT OF AMARI HARRIS COMES NOW the Affiant, Amari Harris, and having been duly swom attests as follows: 1. 1, Amari Harris, am over eighteen (18) years of age, am competent to testify, and confirm that the facts contained herein are known by me to be true and accurate. 2. Tama junior at Watkins College of Art, where I am studying fine arts 3. Prior to attending Watkins, I moved from my home state of Mississippi to attend school at Belmont in Nashville. 4, Llefi Belmont because I did not feel as if the campus was the right place for me as someone who identifies as part of the LGBTQ community and as an artist who wishes to freely express myself. NotaryCam DoclD:5e66a044347ba8700/2818a55. [found a collegiate home, however, when J arrived at Watkins College of Art, where the faculty and students have been extremely supportive of me as a person and my growth as a student, 6. Ifthe merger between the colleges is completed my academic pursuits and endeavors will forever be changed in 2 way that feels like all of us as students have been scammed. 7. Belmont was literally the place that I managed to escape before finding my home at Watkins, 8, None of the Watkins students or faculty were allowed to have any input on any of the decisions that have been made behind closed doors. 9. None of the decision makers will even show their faces around Watkins. As students we are holding each others” hands and supporting one another through this extremely stressful time, 10. It is my hope that the judicial system can step in and save the legacy that Mr. Samuel Watkins left for us as students so that my educational pursuits may continue FURTHER AFFIANT SAITH NOT. Amari Harris Amari Harris, Affiant NotaryCam DoclD5066a0443¢70a8700/281885STATE OF _Virginia COUNTY OF_James City Before me, the undersigned Notary Public, in and for the aforesaid State and County, personally appeared Amari Harris, to me known to be the person described herein and who executed the foregoing instrument and acknowledged that execution as a free and voluntary act and deed. WITNESS MY HAND AND SEAL on this the _09 day of __March 2020. Notary Public My Commission Expires: NotaryCam DoclD5e66a0443d7ba8700/28 185 August 31, 2022 Pe uous sz Tiss) ‘RES > arse TWO §. hIN THE CHANCERY COURT FOR DAVIDSON COUNTY, TENNESSEE AT NASHVILLE ae MARK SCHLICHER, KENNETH STRAWN, AMARI HARRIS HY O1 Bow ozi Petitioners, Case No. 20-O876-T WATKINS COLLEGE OF ART, ) nee WATKINS INSTITUTE, TRUSTEES & COMMISSIE Respondents. AFFIDAVIT OF MARK SCHLICHER COMES NOW the Affiant, Mr. Mark Schlicher, and having been duly swom attests as foliows: 1. 1, Mark Schlicher, am competent to testify, and confirm that the fucts contained herein are known by me to be truc and accurate. 2. [have been an adjunct professor at Watkins College of Art for around 3/12 years where I teach courses in cintementograpy and film tech. NotaryCam DoclD:526788243d7ba87 0012886053. Lalso work as a freelance cinematography and documentary director with my own business, Sun Porch Media. 4, Thave been opposed to the announced “merger” with Belmont University. 5. filed an open records request to obtain information about the announced “merger” with Belmont University. I have not received a response to my inquiry. 6. Ihave also prepared the attached fact shoot that I drafted as a way of explaining what is occuring, to the best of my knowledge, with Watkins College of Art. 7. Until we have answers and transparency on this matter, I feel that it is in the best interests ofall parties at Watkins for the Court to stop the announced deal between Watkins and Belmont. FURTHER AFFIANT SAITH Mak hhb~ Mark Schlicher, Affiant STATE OF VIRGINIA ) ) COUNTY oF WILLIAMSBURG ‘Before me, the undersigned Notary Public, in and for the aforesaid State and County, personally ‘appeared Mark Schlicher, to me known to be the person described herein and who executed the foregoing instrument and acknowledged that execution as a free and voluntary act and deed. NotaryCam Doct 606788243d7ba870012886C5March WITNESS MY HAND AND SEAL on this the 1 day of MON iy, ELECTRONIC” Bldbiok Dah Welln notary °.% = pusuic |B EG #7684940 EXPIRES Notary Public 03/31/2020 ays1/2020 My Commission Expires: "* igi ae S NotaryCam DoclD:52678824347ba8700f2886c5Watkins College Giveaway To Belmont Fact Sheet About the deaf Q:1 heard that Watkins College and Belmont University are merging, What's the deal? Let's be clear, it's nota ‘merger’ in the common meaning of the term. Ifs a takeover, or more precisely, a giveaway. ‘On January 28, 2020, Watkins and Belmont jointly announced that Watkins and Belmont would “merge”, effective atthe end of May, 2020. Brosd strokes: in this lopsided deal, Belmont gets Watkins’ land, buildings, equipment, Watkins' Fine Arts programs and accreditations, and the tuition money from any Watkins stadents who transfer to Belmont. In summer 2020, they will sell the current campus land to the highest bidder. After Belmont strips the Watkins buildings of any ‘equipment or other property they want, all remaining property will also be sold. All the money received from these sales, estimated at $20 million dollars, will be handed over to Belmont. Although the Watkins curriculum will net, for the most part, transfer 1o Belmont, the department will be named “Watkins College of Art at Belmont”. Q: So, Bolmont is buying Watkins, then? A: Absolutely not Just the opposite. In 2 “sale” of Watkins to Belmont, Belmont would be paying Watkins for thei valuable property, programs, and access to students, Instead, the announced so-called deal is completely inside-out. Instead of Belmont buying Watkins’ valuable assets, Watkins is planning to simply hand them over for free, and verite them a $20 million dollar check on top of it Q: That's a lat that being given away to Belmont! What does Watkins get from the deal? A: Frankly, not much. Watkins (or specifically, Watkins Board of Trustees) gets to save face for their leadersnip and fiduciary failures over the lat several years. They get to walk away from their responsibility under siete law and tbe terms of Samuel Watkins’ 1880 will, Essentially, Watkins is paying Belmont a coo! $20 million to put the ‘Watkins name on a wall Q: Wouldn't this deal tl be better than simply closing the school? A: Let's be clear: This IS closing the school. The damage happening to students, faculty and staff is scarcely <éferens than whst would happen ifthe school simply close. Students scrambling to rethink ther education, Insmetors and wef witout ob, The public deprived of Neshvlles only independent at college. ‘And consider, ifthe Watkins Board simply closed the school and sold the campus property without 2 Belmont desl, ‘the $20 million would stay in Watkins’ bank account (not Belmont’), to immediately begin to rebuild the institution Not ideal, but hardly the nuclear melidown that the Watkins and Belmont boards imply. More importantly, the framing of this question assumes that closing the school would be the only alternative to the Belmont giveaway. But tha is an unproven assumption. ‘Saye Watkins rejects the notion that there are only t¥0 ‘options. Several other options exist, but were never seriously pursued. All it takes is a Board with vision, courage, and skill. Q: Isn't Watkins a private school? Can't they do they want? A: No. In every meaningful way, Watkins isa public institution, despite unsupported claims being made by the ‘current Board of Trustees. In 1880, through his will, wealthy philanthropist Samuel Watkins offered the bulk of his fortune as well as some real estate property, tothe State of Tennessee, to establish a school to benefit the "youth of Nasivvlle”. The land was titled to the State of Tennessee, und the money was to be held by the State in # perpetual ‘Trust, managed by three “Commissioners” appointed by the Governor. Mr. Watkins required that the State of Tennessee passa law to accept the terms of the will and create and run the school. The state did so in 1881, and the school opened in 1885, In the 1970's, additional board member, called “Trustees, wore added, but the core athority and responsibilty still remains with the stat-appointed Commissioners, and the land is stil State-owned. The Tennessee Supreme Cour, in 1941, explicitly confirmed Watkins as “State property”, saying ofthe Commissioners: “their managementis atall times 1o be subject to inquiry by the authority of the State, under the protection of which the affairs ofthe institute are placed.” How did this deal happen? Ain short, it was a secret, insider deat. Faculty and staff were lied to for months, being told by the President that, ‘hough the school faced financial issues, a range of options were being considered to ensure the future viability of the school. Faculty were promised that they would be included in any such discussion. In fact, it was revealed after the Belmont deal was announced, that negotiations had been going on exclusively with Belmont for several months, and no other options were being considered once those negotiations began. Under our pressure, the Board now claims that they “discussed” a merger with Vanderbilt and Lipscomb, but admits that they did not reach out to other institutions, including nearby Fisk or TSU. ‘Shocksingly, state and local officials were also kept inthe dark, and learned about the * as the public. me deal” at the same time Q: Why Belmont? AiA great question, As near as we can tell without the documents that they refuse 1 give us, the choice of Belmont ‘was based primarily on 1) A longstanding friendship between Belmont President Bob Fisher and one of the Watkins ‘Commissioners, and 2) Belmont's willingness to accept the $20 million git. No detailed duc diligence regarding ciher potential partners was undertaken, a far as we can. ‘ou say that "Watkins is handing Belmont $20 million". But isn't the money being given to Watkins students as scholarships? ‘A: Not exactly. Under this proposal, the money from the “Watkins liquidation sale” would be handed over to be put {nto Belmont’s bank account, where it will stay forever. Only the future interest cared will be used for future Belmont act scholarships. It wll be “Watkins” scholarships in name only. Belmont takes money out of one pocket and puts it into another. Q: Wouldn't Samuel Watkins be okay with his bequest being donated to Belmont? A; No, Samuel Watkins made a special point in his will to state that he did NOT want his money denated to any of the elite universities of his day. Instead, he specified that his fortune be used to establish an independent, affordable school. A donation to a wealthy schoo! like Belmont or Vanderbilt is exactly the opposite of his intentions. Watkins finances Q: 1 heard that Watkins isin financial trouble and had no choice but to merge. Truc? A: Not exactly. Watkins has cash-flow issues due to marketing and recruitment issues over the last four or five years, bu they have very little debt and an estimated $20 million dollars in real estate Q: If Watkins is bankrupt, wouldn't this Belmont takeover help Watkins, and the students? A: Watkins is NOT bankrupt. Again, they have very litle debt. The SOLE. financial problem is cash flow. ‘hy is Watkins operating "in the red"? A: Low enrollment is the main problem. The college operates very "lean", but it takes around 300 enrolled students to break even. Until the last few years, the college enrollment was faily stable, between 300 and 400 students. Since around 2015, enroflment bas been on a steady slide and now stands at about 160, ): Why couldn't Watking attract enough students? A: Iccomes down to leadership. When Watkins installed new leadership four and a half years ago (including new president J. Kline), an expensive (and, according to many, mis-targeted) marketing and rebranding campaign was instituted. Ultimately it was an costly boondoggle and enroliment continued to slide. ell me more. Isn't this a problem with Art Schools nationwide? A: That is mostly « myth. In the current economy, is true that small colleges that mazker themselves exclusively as Fine Art institutions do face challenges. Buc art schools nationwide are actually Increasing in enrollment, especially the ones that aggressively market their career-oriented programs. Watkins is more than a Fine Azt school. It has ‘career-oriented programs in Photography, design and illustration, interior design, film, and others. It also has a ‘community education program. But the rebranding and marksting campaign minimized the identities of individual {departments in favor of emphasizing the “elite” fine arts program...the wrong message atthe wrong time.In addition, marketing and media outreach (othe local middle Tennessee market were intentionally de-emphasized, lowering Watkins visibility to local student prospects and potential benefactors. About the legal action we just filed Q: why are you filing a legal action against the Watkins Board of Trustees? A: We firmly believe that the announced Watkins-Belmont deal is legally flawed and notin tae public interest, ond ‘we are asking a Chancery Court judge to bat the deal long enough to rule on the matter. Watkins, we assert, is clearly a public institution and public propery establishes! under stats [aw, and therefore subject to public and legislative oversight before any merger, acquisition, or liquidation of Watkins property could be undertaken. Belmont has refused to reveal any documents relating to the deal, which we believe to be subject to Tennessee Public Records Act, We believe that imminent harm will happen to the plaintf® if this deal is allowed to go through. To that end, we are fling for temporary restraining order until this matter ean be settled. At that ‘new negotiations should be started, and all stakeholders included. The demand for transparency, accountability, and a better deal Q: Why did you file an Open Records Request under the TPRA (Tennessee Public Records Act)? A: Tio words: Transparency and accountability. Watkins and Belmont have made broad claims about the “only” ‘option forthe school's Future, about the financial health of Watkins, and ofthe efforts they made to "save" the school. Pressed for detail, they refuse to reveal any documents or relevant details. Despite being a public institution established by state law, Watkins conducted their negotiations with Belmont behind closed doors. They have made several conflicting claims, both in public and in meetings with faculty, staff, and students over the course of several months about this proposed deal. They have made misleading statements bout the financial health ofthe institution and their efforts to save it. The public is entitled to transparency, accountability, and answers ‘The Board!’ position boils down to "trust us", Given the verifiable falsehoods that we have been told, "trust us" is snot good enough. What is at stake Q: What's wrong with Belmont? As T's wot a matter of what's “wrong” with Belmont. Belmont is a fine institation of higher learning, if you éesire to attend a large, private, explicitly Christian university. But even Belmont admits that there are major differences in their culture compared to Watkins, a small, secular art college with a reputation for inclusion and freedom of expression. Q: Will Belmont adopt the Watkins curriculum? A: Tt appears not, based on recent conversations. The main thing going to Belmont is the $20 million. (Q: But, at least the current Watkins students can finish Belmont for free, right? A: Incorrect. Watkins students are only being “promised” that their tuition won't go up. And furure students will pay Belmont admission. Q: Iheard that Watkins students will be required to take Christian religion classes. A: True, Current and future Watkins students will be tequired to take Bible study and other religious classes. Belmont is pro-rating the amount of hours required for upperclassmen, but itis not waived completely, even for ‘upperclassmen. Q: Belmont seems to be trying to respond to faculty and student concerns. I heard that they dropped the requirement for faculty by professing Christians. A: Nope. They made a “special exception” for any current Watkins faculty that might be accepted at Belmont. But ‘ot for any funure faculty, or for any other Belmont faculty. And the concern is net just voiced by the Watkins faculty, but by the students, The overalf Belmont culture remains unchanged. Q:1 thought this was about LGBTQ+ rights and freedom of expression. A: These are critical issues but not the only ones. The lack of transparency, the lopsided nature ofthe deal, the appearance of insider dealings, and the lack of accountability by the Board are also major issues. And forthe students who chose Watkins specificaly for the small-college educational experience and the open, inclusive‘mosphere, to be faced with a sudden last-minute choice of absorbing into a vastly-different large rei ‘culture, or leaving Nashville entirely, is not a trivial matter. Q: Change is hard. Not everyone can be happy. Why do the Watkins students complain? A; These students aren't stupid. They are pawns in a big-money land deal, and they know it. Their ives are upended, forced to either assimilate into a huge university with a vastly different culture, or leave Nashville. (Q: Watkins staff and faculty is going to be absorbed info to Belmont too, right? 4: Nope. Belusont has repeatedly deflected questions about this subject. The faculty und staff have ze:0 guarantees What ‘Save Watkins' wants Q: Why do you object to the Belmont deal? The Belmont deat is « bad deal, made behind closed doors. The Watkins community and Nashville deserve far better than to simply cash in Samucl Watkins legacy and write Belmont a check, We also think that just selling the ‘current campus to a private developer isa dereliction of the Board's responsibility to the local neighborhood, wich is already underserved, stands to lose a valued civic asset. OK, s0 what do you want? ‘A: We have called for a “pause” on the Belmont takeover, and a complete reboot; a clean slate of considering all ‘possible options in a transparent, accountable publie process. ‘The preferred outcome is an independent and financially-stable institution, We call for a new slate of Commissioners, a new Boatd, and new administrative leadership at Watkin, to facilitate creative problem-solving, resi ideas, and a commitment to save the institution rather than to simply liquidate it and walk away. ‘An alternate outcome is to partner with another institution who had been previously frozen ou, in an equitable, open and transparent bidding process. Specifically we want to make sure that other North Nashville colleges (Fisk, TSU) are offered a seat a the table. What institution in their right mind would turn down the $20 million éollar gift that Belmont has been offered? Pause and reboot Q: Watkins Board says they "tried everything”, including contacting other institutions to partner with. A; If that’s rue, Show us the records! That's simply not true, and their attorney has basically admitted sa. We demand transparency, oversight, and accountability Q: Isn't this a done deat? Why dwell on it, when it’s already tao late? A: The idea of it being "too late" is simply spin by the Belmont PR department, Read their statements closely. At present, they have a nonbinding Lotter of intent, but zhey are working avertime to sign a binding agreement before the end of March, or even sooner, But for no, it's very muuch an open field Q: Stil, it sounds like it’s already coo late to consider any other options. A: False. We call this the "narrative of inevitabitty". I's what the lawyers and public relations fms want you to believe! When powerful entities spring a plan like this on the public, the playbook is always the same: "Tes too late, Its the only choice. We have to act now, The alternative is disaster. You cant stand in the way of progress” But skis isthe same playbook they ran with Fort Negley. The William Edmondson histarie homesite. The Cordell Hull Building. Union Station. RCA Studio A. The Ryman Audivorium. ‘And, in cach case, it turned out thatthe “inevitability” narrative was a false one. Better outcomes were attained. ‘We beliove that isthe case here, We believe that the Watkins Commissioners and Board of Trustees must be ‘challenged to do the right thing, and not be allowed to take the easy way out. Save Watkins Press Contact: Quinn Dukes, quinndukes(@gmail.com, 646.704.4761 Additional information: Mark Schlicher, mark@sunporchmedia.eom, 615.294.5671 rey 3/9/2020IN THE CHANCERY COURT FOR DAVIDSON COUNTY, TENNESSEE AT NASHVILLE MARK SCHLICHER, ) eet KENNETH STRAWN, ) MAR 20 ‘AMARI HARRI , Cone Petitioners, ) ) v. ) CaseNo, A0-0F RT ) WATKINS COLLEGE OF ART, ) nee WATKINS INSTITUTE, TRUSTEES & COMMISSIONERS, J Respondents. ) IMMI ‘E TE! R INING ORDER This matter comes before the Court by way of Motion Filed by the Petitioners seeking extraordinary temporary relief which would enjoin and restrain the Respondents from certain conduct. The Court finds cause to GRANT the Petitioner's motion so as to protect the Potitioners from irreparable harm. IT I$ THEREFORE ORDERED, ADJUDGED AND DECREED that the Respondents, Watkins College of Art and Design, nee Watkins Institute, its Board of Directors, Commissioners, and Trustees arc: TEMPORARILY AND IMMEDIATELY RESTRAINED AND ENJOINED FROM: Entering into any legal contract, binding agreement, or other arrangement, whether formal or informal, written or oral, that would allow the testamentary trust established by Mr. Samuel Watkins creating the Watkins Institute, now called the Watkins College of Art and Design, to be extinguished and its corporate existence to dissolve and die by way of merger and acquisition, sale of the trust corpus or any other action that allows Watkins Institute and the Watkins College of Art and Design to be vietims of corporate takeover by a private christian University desiring to acquire legal title to the real estate of Watkins Institute established by Mr. Samuel Watkins in 1885 and which Mr. Watkins entrusted the State of Tennessee to hold in trust consistent with the language of the Last Will and Testament of the Page 1 of 3Testator AND THAT BY ORDER OF THIS COURT THE RESPONDENTS ARE FURTHER: ‘TEMPORARILY AND IMMEDIATELY ENJOINED AND RESTRAINED FROM: Taking any actions that would dissolve or alter the Watkins ‘Trust, which Mr, Watkins entrusted the State of Tennessee to oversee, manage, and to act as Trustee in a tent with his intent and purpose as described in his Last Will and Testament and its codicils, the language of the Watkins Trust, and the legislature's enactment of Tenn. Code Annotated § 49-50-701 and prior legislative language establishing “Watkins Institute,” AND THAT BY ORDER OF THIS COURT THE RESPONDENTS ARE FURTHER: manner co1 TEMPORARILY AND IMMEDIATELY ENJOINED AND RESTRAINED FROM: Taking any action to liquidate, sell, lease, or otherwise dispose of any of the trust’s corpus, ineluding, but not limited to, real property, intellectual property, chattel property, chattel paper, monies, or any other tangible and/or intangible assets of Watkins College of Astand Design, nee Watkins Institute, or property that in any way is subject to the governance of the Watkins College of Art and Design’s Board of Directors, Watkins Institute Commission, Watkins Commissioners, or Watkins Trustees. ENTERED this _ day of. __,2020, Chancellor, Davidson County Chancery Court NOTICE OF HEARING: This matter is set for a hearing in Courtroom ___ of the Davidson County Chancery Court located at 1 Publie Square in Nashville, Tennessee on the day of____, 2020 at the time of __am/p.m. Prepared by: 4/4 fo Yee ye Kevin W. Teets Jr. BPR #029981 Jonathon Fagan, BPR #037299 P.O. Box 60121 1350 Rosa L. Parks Blvd, Suite 211 Nashville, TN 37206 Nashville, TN 37208 615.933.8230 Phone: 615.604.1030 kevin.teets@kevinteetslav.com Email: jd@faganjd.com Page 2 of 3CERTIFICATE OF SERVICE Thereby certify that a true and exact copy of the foregoing hus been sent by Certified Return Receipt US Mail to the registered agent, Brownlee O. Currey, Jr., for service as per the ‘Tennessee Secretary of State for Trustees of Watkins Institute. Control #000086249 at 1115 Sneed Rd W, Franklin, TN 37069-6939 on this the __ day of , 2020. Additionally, | hereby certify that a true and exact copy of the foregoing has been sent by email and/or Certified Return Receipt US Mail and/or facsimile to the following: ‘Susan Basham James H Clayton IIT Watkins Commissioner Watkins Commissioner 4005 Harding Place 6032 Jocelyn Hollow Road Nashville TN 37215 Nashville TN 37205 newpennyzntiques@zol.com jim.clayton@infoworks-tn.com Walter Knestrick Watkins Commissioner 903 Bowring Park Nashville TN 37215 walter-knestrick@gmail.com _ fA Kevin W. Teets J Attomey for the Petitioners be Jonathag Fagan Atomey for the Petitioners Page 3 of 3