Unauthorized CEO Cooper Spending & Retroactive Coverup: The Holland & Hart Engagement

In early 2025, CEO Marisa Cooper committed PSIA-AASI W to outside legal-services costs from Holland & Hart LLP in excess of $30,000 without prior Board approval, far above the $5,000 ceiling on CEO discretionary expenses set by PSIA-AASI W Governing Policy 2.5 AssetProtection #13. The Board was not asked to vote on the invoice until May 12, 2025; by then, per the motion put to the Board, the services had already been “rendered” and the invoice was“outstanding.”The expense was then accounting-classified out of the Legal line item, leaving the FY25 Form 990 Legal-fees line at $3,795–a return Cooper signed under penalty of perjury. The Treasurer, BOD member David Achey, who flagged the impact in writing was instructed by the Chair to revise his report. On January 27, 2026, he was formally censured for“repeatedly challenging board-approved votes” and removed from the Finance Committee. On March 20, 2026, he was issued a Notice of Disciplinary Proceedings recommending one-year suspension, citing that prior censure and that his“actions triggered an insurance review and governance disruption.”

The policy violation

PSIA-AASI W Governing Policy 2.5 Asset Protection #13 prohibits the CEO from approving any expense over $5,000 without prior Board approval. The amount Cooper authorized exceeded that ceiling by many multiples.

The absence of prior Board approval is established on the face of the May 12, 2025 Board minutes: the motion put to the Board was to “approve payment of the outstanding invoice for legal services rendered through Holland & Hart.” The engagement had already been entered into and services already rendered before the Board was asked to vote.

The violation under Policy 2.5.13 runs to the CEO’s commitment of the corporation to the expense, not to the timing of disbursement.

What the Treasurer documented

David Achey served as Treasurer of PSIA-AASI W during FY25 (term to April 2027 per the FY25 Form 990).

  • August 9, 2025 – Treasurer Report to the Board: Achey wrote, in the FY25 takeaways section: “Without the Holland & Hart expense, net operating results would be better than budgeted.” The same report flagged a separate investment-account withdrawal discrepancy and recorded a CEO-stated position that “Use of funds from the short-term money market account does not require board approval” – a position directly contrary to Policy 2.5.13.

  • August 10, 2025: Board Chair Sowmya Subramanian replied on the Board’s Basecamp instructing Achey to remove the withdrawal-discrepancy callout from the report.

  • August 12, 2025: Achey filed a revised report. The original report and the August 10 instruction to revise are preserved as part of Exhibit 4 (“Achey for evidence”) to the Subramanian Declaration filed in opposition to the TRO on April 24, 2026 – i.e., defendants themselves placed these materials in the public court record as evidence intended to support Achey’s disciplinary suspension.

What was paid:

  • Vendor: Holland & Hart LLP

  • Amount: In excess of $30,000

  • Subject: An internal investigation arising from board level disputes during the FY25 board year. The engagement was not part of the ongoing 2026 disciplinary proceedings which began approximately eight months later, per Cooper's own April 24, 2026 declaration timeline.

The Retroactive Coverup

  • May 12, 2025 board minutes: A motion to “approve payment of the outstanding invoice for legal services rendered through Holland & Hart” passed unanimously. No dollar amount appears in the motion language or the minutes. Motion by Meghan Ochs, seconded by Sowmya Subramanian. Source of funds and account-code resolution were deferred to the Finance Committee.

  • August 11, 2025 minutes: The Finance Committee resolved the open classification question by delegating it to the CEO: “the board can make a recommendation, but ultimately it is an operational decision for the CEO to drive on what line item to report the board legal expense under.” Same minutes record: “If not for H&H legal, we would not have had the overage.”

  • Result on the FY25 Form 990 (signed by Cooper under penalty of perjury November 12, 2025; filed November 25, 2025): Form 990 Part IX line 11b (“Legal fees”) shows $3,795. The 2024 IRS Instructions for Form 990 – governing PSIA-W’s FY25 – require outside legal fees to be reported on line 11b regardless of subject matter or internal account coding. The Holland & Hart engagement does not appear on line 11b. The classification choice is not merely an internal accounting question; it is a federally-required reporting category on a return Cooper signed under penalty of perjury.

What followed for those who challenged it

  • September 8, 2025: Five Governance Committee motions that would have constrained CEO unilateral spending, including a prior-approval requirement for short-term reserve borrowing. All failed.

  • January 27, 2026: The Board formally censured Achey for “repeatedly challenging board-approved votes” and removed him from the Governance and Finance Committees (per Subramanian Declaration ¶ 15).

  • March 20, 2026: Achey received a Notice of Disciplinary Proceedings recommending one-year suspension. The Notice cites the prior January 27 censure and that his “actions triggered an insurance review and governance disruption.” Cooper signed the notice.

  • April 21, 2026: Achey is now a named plaintiff in Moore et al. v. PSIA-AASI Western Division, Sacramento County Superior Court Case No. 26CV009976. Cooper’s ¶32 declaration confirms his Board seat “remains intact.”

Why this matters as a pattern example

A single unauthorized expense is one thing. The full sequence, committing the corporation to spending far in excess of policy-permitted authority, ratification asked of the Board only after the work was done, delegation of the classification decision back to the CEO who created the violation, misclassification of the spending in both internal financial reports and the sworn federal Form 990, instruction to the Treasurer to soften his written record, and subsequent disciplinary action against that Treasurer based at least in part on this exact series of events – is the documentary footprint of a governance failure, not an isolated lapse.

The connection is not inferential. In opposing the plaintiffs’ TRO, defendants themselves attached the August 9 Treasurer Report flagging the unauthorized H&H spending, and the Chair’s August 10 instruction to revise it, as evidence supporting Achey’s suspension.

Sources

Compiled May 9, 2026.