The former president of Belmont Bancorp in Bridgeport, Ohio, has angrily resigned from the board of directors, claiming that the board deliberately excluded him from meetings and denied him access to basic financial information.
J. Vincent Ciroli submitted his letter of resignation Dec. 28., ending a long standoff with Belmonts chairman, W. Quay Mull 2d. Mr. Ciroli, who had refused to relinquish his board seat when he stepped down as president and chief executive officer in June 1999, said he was resigning because the board failed to notify him of meetings or give him the standard information packages sent to all other directors.
For more than a year, I have been prevented from performing my duties as a director, Mr. Ciroli wrote in the letter, which was made public Friday in Securities and Exchange Commission documents.
Mr. Mull has sought Mr. Cirolis resignation from the board since July 1999, claiming breaches of fiduciary duty. It was on Mr. Cirolis watch that Belmonts subsidiary, Belmont National Bank, lost nearly $15 million during three years to a fraud scheme involving a bank executive and a local home builder. The losses were so severe that board members were forced to dig into their own pockets to recapitalize the bank, which now has $272 million of assets.
Mr. Ciroli had been president of Belmont since 1985. He is now the president and CEO of besttransport.com, an Internet company that offers communications applications to shipping and carrier companies.
In his resignation letter, Mr. Ciroli also complained that the board had misrepresented to shareholders the chronology of events surrounding his resignation and failed to disclose lawsuits in which Belmont was involved.
Being former president and former director, your first obligation is always to the shareholders, Mr. Ciroli said in an interview this week. Thats why I asked for the disclosure so, if the shareholders are interested, they can see why I resigned.
Mr. Mull disputed Mr. Cirolis assertions. In a letter dated Friday and also filed with the SEC, Mr. Mull said Mr. Ciroli was notified of meetings and had been given a chance to comment on correspondence to shareholders.
Despite his resignation from its board, Mr. Ciroli said in his letter that he is ready to assist both Belmont National Bank and Belmont Bancorp in any manner that is in the best interest of these organizations and their shareholders.
But Belmont is unlikely to take up Mr. Cirolis offer. Your resignation brings closure to the matter of your participation on the board of directors of Belmont Bancorp, Mr. Mull wrote.
