IN THE SUPERIOR COURT OF CHATHAM COUNTY

STATE OF GEORGIA

BACARRA MAULDIN,

Plaintiff,

v.
Civil Action File No:
CHATHAM AREA TRANSIT AUTHORITY
and TABITHA ODELL, JURY TRIAL DEMANDED

Defendants.

VERIFIED COMPLAINT FOR DAMAGES AND EQUITABLE RELIEF

COMES NOW Bacarra Mauldin (“Plaintiff” or “Ms. Mauldin”), and files this Complaint

for Damages and Equitable Relief against Defendants Chatham Area Transit Authority

(“Defendant CAT”) and Tabitha Odell, an individual (“Defendant Odell”), showing the Court as

follows:

INTRODUCTION

1.

This lawsuit arises out of the unlawful and retaliatory termination of Ms. Mauldin from her

position as the Chief Executive Officer (“CEO”) of Defendant CAT just days after she engaged in

protected whistleblowing activities, in violation of the Georgia Whistleblower Act (“GWA”),

O.C.G.A. § 45-1-4. Ms. Mauldin’s termination was illegal for the additional reason that Defendant

Odell, who voted to terminate Ms. Mauldin and who spearheaded the charge to have her fired, was

not a lawfully appointed member of CAT’s Board of Directors at the time that it voted to terminate

Ms. Mauldin. In the absence of a legal vote by its Board of Directors, CAT breached the terms of

its employment contract with Ms. Mauldin when it terminated her. Ms. Mauldin also asserts a

1
claim for defamation against Defendant Odell, who knowingly made false and derogatory

statements regarding Ms. Mauldin’s qualifications for her position as CEO, calculated to injure

her in her trade and profession, and unduly influenced CAT Board members with her defamatory

statements, which resulted in Ms. Mauldin’s termination.

2.

Ms. Mauldin seeks injunctive relief in the form of immediate reinstatement to her position

as CEO, with full back pay and benefits. Ms. Mauldin further asks this Court to enjoin Defendant

CAT from replacing her as CEO during the pendency of this action. Ms. Mauldin also seeks

damages for breach of her contract with Defendant CAT; declaratory and injunctive relief, back

pay, benefits of employment and compensatory damages under the GWA, her reasonable

attorneys’ fees and expenses of litigation, and all other damages permitted by law. Ms. Mauldin

seeks general damages against Defendant Odell in an amount to be determined by a jury.

PARTIES, JURISDICTION AND VENUE

3.

Plaintiff Bacarra Mauldin is a citizen and resident of the State of Georgia.

4.

Defendant Chatham Area Transit Authority is the provider of public transportation in the

Savannah, Georgia, metropolitan area. Pursuant to O.C.G.A. § 15-6-8 and GA. CONST. art. VI,

§ 4, ¶ I, this Court has jurisdiction over this action and over Defendant, a public transit authority

operating in Chatham County, and whose Chairman, Deidrick Cody, is located in Chatham

County, Georgia.

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 5.

Defendant Tabitha Odell is a citizen and resident of the State of Georgia. She can be served

with summons and complaint at 14 Dorchester Court, Savannah, Georgia 31406. This court has

jurisdiction over this defendant.

6.

All actions giving rise to the basis of this Complaint occurred in Chatham County, Georgia,

and pursuant to O.C.G.A. §14-2-510(b)(4), venue is proper in this Court.

STATEMENT OF FACTS

7.

On June 29, 2020, Ms. Mauldin entered into a contract of employment with Defendant

CAT to serve as its CEO (the “Employment Agreement”).

8.

The position of CEO of Defendant CAT is the only one of its kind in the Savannah

metropolitan area. Ms. Mauldin relocated to Savannah from New Orleans in 2020 to take the

position.

9.

The Employment Agreement delineated Ms. Mauldin’s duties and responsibilities as

powers of the Director provided under an Act of Georgia General Assembly which created the

Chatham Area Transit Authority, approved March 28, 1986 (Ga. L. 1986, p. 5082), as amended

by an Act approved March 24, 1988 (Ga. L. 1988, p. 4824), and as further amended by an Act

approved April 19, 2000 (Ga. L. 2000, p. 3587) (the “CAT Act”) and the Operating Policies and

Procedures of the Chatham Area Transit Authority, “which duties and responsibilities shall

include, at a minimum, the customary duties and responsibilities generally expected of and

3
performed by CEOs and Executive Directors of Public Transit properties in operations in the

United States.”

10.

In relevant part, the CAT Act states: “The director shall have responsibility for the

management of the properties and the business of the authority and the employees thereof, shall

direct the enforcement of all regulations, rules and regulations of the authority, and shall perform

other duties as may be prescribed from time to time by the authority.”

11.

The CAT Act further states in Section 2.3 that the management of the employees thereof

is delegated to the CEO. There is no role for the Board of the Authority to interfere with this

administrative function.

12.

Notwithstanding those directives as well as the charge set forth in the 1986 CAT Act, the

Board repeatedly interfered with Ms. Mauldin’s job duties, operated outside of the scope of its

authority, and micro-managed Ms. Mauldin in the performance of her duties as CEO in violation

of the Employment Agreement.

13.

Per the terms of the Employment Agreement, a majority vote of the Board of Directors

was required to terminate the services of Ms. Mauldin as CEO.

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 Ms. Mauldin Engaged in Protected Whistleblowing Activity
Shortly Before Her Termination

14.

On August 27, 2020, Defendant CAT issued Request for Proposal (RFP 2021-01 - General

Counsel Legal Services) seeking proposals for a contract for legal services to be awarded by CAT

through a competitive process.

15.

. Defendant CAT received and evaluated four proposals through a staff committee which

recommended that Jackson Lewis P.C., a national law firm, be awarded the legal services contract

at the Board of Directors meeting on November 17, 2020.

16.

Nevertheless, the Board of Directors rejected its staff recommendation and directed the

award to the fourth-rated proposer, Bouhan Falligant, LLP, based in Savannah. Jackson Lewis,

P.C. timely filed a vendor protest on November 18, 2020.

17.

After Ms. Mauldin learned about the irregularities surrounding the award of the vendor

contract, she contacted Dr. Yvette Taylor, Region 4 Administrator of the Federal Transit

Administration (“FTA”). In response, the FTA called a meeting of CAT’s management team and

Board of Directors on or about December 3, 2020, to discuss the situation and the applicability of

FTA rules and regulations.

18.

On or about January 13, 2021, Ms. Mauldin, pursuant to Chapter V, Paragraph J of CAT’s

procurement policies and procedure manual (“CAT Procurement Policy”) issued a formal written

Determination Regarding Vendor Protest, which was final and binding on the agency. In advance

5
of the issuance of the Determination, members of the Board of Directors were made aware of Ms.

Mauldin’s concerns with the process that the Board followed in selecting Bouhan Falligant, LLP

and again advised the Board of the correct process and policies that would govern her findings at

a “Committee of the Whole” meeting of the Board on January 12, 2021.

19.

In her Determination, Ms. Mauldin reviewed CAT’s procurement policy, as well as

applicable federal regulations. She found that Jackson Lewis’ vendor protest was valid and should

be upheld. Ms. Mauldin further found that the Board violated CAT’s Procurement Policy in

reaching its decision to award the legal services contract to Bouhan Falligant, LLP despite its

ranking last in the evaluation process. In accordance with her authority, she awarded the contract

to Jackson Lewis, P.C.

20.

Ms. Mauldin also concluded that Defendant CAT had not been submitting legal fees for

services performed on federally funded projects to the FTA, but needed to in the future to stabilize

CAT’s finances. She advised that CAT, “must procure its legal services in a manner consistent

with the federal regulations.”

21.

Ms. Mauldin further noted that the Board’s selection of Bouhan Falligant, LLP, without

using evaluation score sheets containing the written evaluation criteria set forth in the RFP,

violated federal procurement regulations and would prevent them from being able to charge legal

fees to federally funded projects.

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 22.

In concluding that the contract should be awarded to Jackson Lewis, Ms. Mauldin noted

that Defendant CAT is required to have written procurement standards by the FTA, and also

because it is a public transit agency that receives tax dollars, stating:

Policies must be followed to prevent fraud, ensure fair and open competition, and
keep the public trust. Additionally, CAT must follow written procurement policies
to avoid legal liability and adverse findings from the FTA that may affect CAT’s
federal funding. As the Board did not follow CAT’s procurement policy and federal
regulations in its contract awarded to Bouhan Falligant, LLP, the protest from
Jackson Lewis must be upheld to protect CAT and the Board of Directors from
legal liability, uphold public trust, and enable CAT to maximize its federal funding
potential.

23.

Defendant CAT wrongfully terminated Ms. Mauldin just thirteen days later, on January

26, 2021, in violation of her contract with Defendant CAT and to retaliate against her for engaging

in protected whistleblowing activities.

The Illegal Appointment of Defendant Tabitha Odell to the CAT Board

24.

On January 15, 2021, the Chatham County Board of Commissioners illegally appointed

Defendant Odell to serve on the CAT Board of Directors to fill the unexpired term of Board

member Pete Liakakis. Mr. Liakakis had neither retired or resigned from the Board and remains a

Board member.

25.

Defendant Odell was appointed during executive session and not by a public vote. The

vote did not appear on Defendant CAT’s agenda for the meeting held on January 15, 2021.

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 26.

Two Commissioners on the Chatham County Board of Commissioners deny having

engaged in a vote to add Defendant Odell to the CAT Board of Directors.

27.

On January 26, 2021, thirteen days after Ms. Mauldin engaged in protected speech under

the GWA, the Board voted to fire Ms. Mauldin.

28.

According to Robert’s Rules of Order, which the Board observes, a main motion or

resolution proposed by a single member always needs a second. 1 In seconding the motion to

terminate Ms. Mauldin when she was not entitled to or qualified to do so, Defendant Odell

irretrievably tainted the process. Two new Board members, who were attending their very first

meeting with no orientation or formal training on CAT’s policies and procedures, followed along

with the illegal motion.

29.

Mr. Liakakis, a legitimate Board member, was not even notified of the meeting and did not

have an opportunity to vote.

30.

Defendant Odell was one of the chief proponents of terminating Ms. Mauldin. In so doing,

Defendant Odell made false and derogatory statements regarding Ms. Mauldin’s qualifications and

credentials for her position as CEO, which she knew to be false, thus defaming Ms. Mauldin.

1
See Rules 4:2 (2); 4:94:104:12.

8
 31.

As she was not legally on the CAT Board, Defendant Odell’s presence in executive session,

advocacy for termination of Ms. Mauldin, seconding of the termination motion, and her subsequent

vote rendered the entire process illegal, null and void, and thus the vote to terminate Ms. Mauldin

has no legal effect.

32.

On January 29, 2021, counsel from the Office of the Attorney General of Georgia wrote to

the Chatham County Board of Commissioners regarding the apparently illegal appointment of

Defendant Odell to the CAT Board of Directors, stating in relevant part:

At that [January 15, 2021] meeting, the Commission allegedly voted to appoint Ms.
Tabitha Odell to the Chatham County Transit Authority without voting in public.
That vote does not appear on the agenda for the meeting on the 15th.

Under Georgia law the Attorney General, as an independent constitutional officer,

has the discretionary authority to enforce the Open Records Act and the Open
Meetings Act. OCGA § 50-18-73(a) and § 50-14-5(a). The Attorney General has
chosen to exercise that discretion by establishing a mediation program where
citizens may raise issues and concerns with us regarding the Acts, and we will
attempt to resolve disputes between citizens and local government. Our office also
reserves the right to pursue litigation in these matters where it deems doing so is
appropriate.

33.

On February 2, 2021, in response to the Attorney General’s January 29 letter, the Chatham

County Attorney admitted that no votes had been taken in the January 15 meeting, that while Ms.

Odell’s nomination for an unfilled term on the CAT Board was discussed, her nomination would

not appear on the public agenda until February 12, 2021.

34.

Consequently, on January 26, 2021, Ms. Odell was not a properly appointed member of the

CAT Board, had no authority to sit in executive session on that board, had no authority to argue

9
for Ms. Mauldin’s termination in executive session, had no authority to second a motion to

terminate Ms. Mauldin, and had no authority to vote to terminate Ms. Mauldin. In short, Ms.

Odell’s presence and participation in the January 26, 2021 CAT Board meeting from beginning to

end, tainted the deliberations of the meeting, tainted the vote, and rendered it a nullity as a matter

of law.

35.

The appointment of Defendant Odell to the CAT Board of Directors was illegal and void

on its face. Any actions undertaken by CAT’s Board of Directors on January 26, 2021 which

included participation by Odell up to and through a vote of Defendant Odell, were similarly illegal

and void.

COUNT I
RETALIATION IN VIOLATION OF
THE GEORGIA WHISTLEBLOWER ACT O.C.G.A. § 45-1-4
Against Defendant CAT

36.

Plaintiff hereby incorporates by reference paragraphs 1 through 35 of her Complaint, as if

specifically set forth herein.

37.

The Georgia Whistleblower Act prohibits a public employer from retaliating against a

public employee who discloses a violation or noncompliance with a law, rule, or regulation to a

supervisor or government agency, or who objects to any activity, policy, or practice of the public

employer that the public employee has reasonable cause to believe is in violation of or

noncompliance with the law. O.C.G.A. § 45-1-4(d)(2)-(3).

10
 38.

At all times relevant to this Complaint, Defendant CAT employed public employees.

Defendant was therefore a public employer within the meaning of the GWA. O.C.G.A. § 45-1-

4(a)(4).

39.

At all times relevant to this Complaint, Ms. Mauldin was an employee of Defendant CAT

and qualified as a public employee within the meaning of the GWA. O.C.G.A. § 45-1-4(a)(3).

40.

Ms. Mauldin exposed and opposed Defendant CAT’s illegal actions that constituted waste

and abuse of power, including but not limited to, alerting Dr. Yvette Taylor of the FTA to the

vendor contract irregularities, and issuing a formal written Determination Regarding Vendor

Protest which found that the Board of Directors violated CAT Procurement Policy and applicable

federal regulations when it awarded a contract for legal services to Bouhan Falligant, LLP rather

than Jackson Lewis, P.C.

41.

Ms. Mauldin’s statements to Dr. Taylor and to CAT’s Board of Directors regarding

Defendant CAT’s violations of regulations, policies, and laws, as set forth herein, constituted

protected disclosure of a violation of or noncompliance with a law, rule, or regulation to either a

supervisor or government agency.

42.

Ms. Mauldin’s conduct of objecting to practices by Defendant CAT that she reasonably

believed were in violation of federal law, as set forth herein, constituted objecting to, or refusing

11
to participate in, any activity, policy, or practice of the public employer that the public employee

has reasonable cause to believe is in violation of or noncompliance with a law, rule, or regulation.

43.

Defendant CAT was aware of Ms. Mauldin’s protected activity.

44.

Defendant CAT took adverse employment actions against Ms. Mauldin, including

terminating her employment on January 26, 2021.

45.

The adverse employment action taken by Defendant CAT against Ms. Mauldin was

causally connected to Ms. Mauldin’s protected disclosures and opposition activity.

46.

Defendant CAT’s actions described above have directly and proximately caused, and

continue to cause, Ms. Mauldin to suffer loss of income and other financial benefits, a loss of

future professional opportunities and future income, pain and suffering, humiliation, personal

embarrassment, and damage to her professional reputation.

COUNT II
BREACH OF CONTRACT
Against Defendant CAT

47.

Plaintiff hereby incorporates by reference paragraphs 1 through 35 of her Complaint, as if

specifically set forth herein.

48.

Plaintiff and Defendant CAT entered into an Employment Agreement on or around June

29, 2020, whereby Defendant CAT agreed in Section 3A:

12
 The CEO shall have the duties, responsibilities and powers of the Director provided
under the Act and the operating policies and procedures of the Chatham Area
Transit Authority, which duties and responsibilities shall include, at a minimum,
the customary duties and responsibilities generally expected of and performed by
CEOs and Executive Directors of public transit properties and operations in the
United States.

49.

Defendant CAT, through its Board of Directors, breached the terms of the Employment

Agreement by interfering with Plaintiff’s job duties, operating outside of the scope of its authority,

and micro-managing Plaintiff in the performance of her duties as CEO.

50.

Defendant CAT, through its Board of Directors, further breached the terms of the

Employment Agreement by terminating Plaintiff’s employment on January 26, 2021, without a

valid or legally enforceable vote by its Board of Directors.

51.

Defendant CAT’s failure to perform in accordance with the terms of the Employment

Agreement was in bad faith.

52.

Defendant CAT’s breach of the Employment Agreement proximately caused Plaintiff to

suffer damages to be determined by a jury, as well as other amounts owed under the Employment

Agreement.

53.

Defendant CAT is liable to Plaintiff for damages resulting from its breach of the

Employment Agreement together with Plaintiff’s attorneys’ fees and expenses for Defendant’s bad

faith refusal to pay and with interest pursuant to O.C.G.A. § 7-4-12.

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 COUNT III
DEFAMATION
Against Defendant Tabitha Odell

54.

During executive session in the CAT Board meeting of January 26, 2021, Defendant

Tabitha Odell, an outsider without authority to attend the meeting, much less speak at it, made

statements regarding Plaintiff, which she knew to be false and derogatory, which were in reference

to Ms. Mauldin’s trade, office, or profession, attacking her credentials and competence as CEO of

CAT to members of CAT’s Board of Directors, with the intention of injuring her by persuading

CAT Board members to fire her.

55.

Members of CAT’s Board of Directors voted to terminate Plaintiff’s employment as the

CEO of CAT because they believed the false and derogatory statements made about Plaintiff by

Defendant Odell.

56.

Defendant Odell made false and derogatory statements to members of CAT’s Board of

Directors to willfully harm Plaintiff’s reputation and to cause her to be terminated from her

employment.

57.

Defendant Odell’s unlawful conduct in defaming Plaintiff entitles Plaintiff to recover

damages in an amount to be determined at trial pursuant to O.C.G.A. § 51-5-4.

14
 COUNT IV
EMERGENCY INJUNCTIVE RELIEF
Against Defendant CAT

58.

Plaintiff hereby incorporates by reference paragraphs 1 through 35 of her Complaint, as if

specifically set forth herein.

59.

The vote of Defendant CAT’s Board of Directors to terminate Plaintiff’s employment as

CEO was legally void, invalid, and in violation of her Employment Agreement. Thus, Plaintiff

bears a substantial likelihood of success on the merits of this action.

60.

As the result of Defendant CAT’s unlawful conduct and bad faith, Plaintiff has suffered

and will continue to suffer irreparable damage in the form of injury to her personal and professional

reputation, and the deprivation of a unique business opportunity as the CEO of a transportation

authority.

61.

Defendant CAT has created the imminent risk of irreparable harm to the Plaintiff and time

is of the essence.

62.

As Defendant CAT has breached its own procedural rules of governance as well as a

written agreement it willingly signed, the risk of irreparable injury to Plaintiff far outweighs any

harm which Defendant CAT could sustain from being enjoined from reinstating Ms. Mauldin as

CEO of CAT while this matter is adjudicated on its merits. Additionally, the CAT Board should

be enjoined from replacing Ms. Mauldin.

15
 63.

For the foregoing reasons, Plaintiff is entitled to an Emergency Injunction enjoining

Defendant CAT from further illegal acts or breaches of the Employment Agreement.

COUNT V
ATTORNEYS’ FEES
Against all Defendants

64.

Plaintiff hereby incorporates by reference paragraphs 1 through 35 of her Complaint, as if

specifically set forth herein.

65.

Plaintiff is entitled to the recovery of the costs of litigation and her attorneys’ fees under

O.C.G.A. § 13-6-11, as Defendants have acted in bad faith, been stubbornly litigious, and caused

Plaintiff unnecessary trouble and expense. Accordingly, Plaintiff is entitled to expenses of

litigation, including attorney’s fees, under O.C.G.A. § 13-6-11.

WHEREFORE, Plaintiff respectfully prays of this Court as follows:

A. Enter judgment in favor of Plaintiff against Defendants as set forth in each

count of this Complaint;

B. Award Plaintiff actual and compensatory damages as set forth above in an

amount to be determined at trial, plus interest;

C. Award Plaintiff back pay, including all lost wages and benefits, pay

increases Plaintiff would have received absent her unlawful termination,

and all other benefits of employment reducible to a dollar value, plus

interest pursuant to O.C.G.A. § 7-4-12;

16
D. Adjudicate and declare that Defendant CAT has violated the Georgia

Whistleblower Act;

E. Adjudicate and declare that Defendant CAT has breached the Employment

Agreement;

F. Adjudicate and declare that Defendant Odell is not a legal member of

Defendant CAT’s Board of Directors;

G. Adjudicate and declare that the vote of Defendant CAT’s Board of

Director’s to terminate Ms. Mauldin was void and invalid on its face;

H. Permanently enjoin Defendant CAT from committing similar violations in

the future;

I. For injunctive relief, in the form of an Emergency Preliminary Injunction

compelling Defendants to immediately reinstate Ms. Mauldin to her

position as CEO and not replace Plaintiff as CEO of Defendant CAT until

the claims in this lawsuit are adjudicated on their merits;

J. Award Plaintiff her reasonable attorneys’ fees and expenses of litigation;

K. For an award of Plaintiff’s costs of this action against Defendants; and

L. For such other and further relief as this Court deems just, proper and

equitable under the circumstances.

Respectfully submitted this 9th day of February, 2021.

/s/ Edward D. Buckley

Edward D. Buckley
Georgia Bar No. 092750
edbuckley@buckleybeal.com
Ashley Wilson Clark
Georgia Bar No. 771512
awilsonclark@buckleybeal.com
Rudi Julius

17
 Georgia Bar No. 605298
rjulius@buckleybeal.com

BUCKLEY BEAL, LLP

600 Peachtree Street NE
Suite 3900
Atlanta, Georgia 30308
Telephone: (404) 781-1100
Facsimile: (404) 781-1101
Counsel for Plaintiff

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 IN THE SUPERIOR COURT OF CHATHAM COUNTY
STATE OF GEORGIA

BACARRA MAULDIN,

Plaintiff,

v.
Civil Action File No:
CHATHAM AREA TRANSIT AUTHORITY
and TABITHA ODELL, JURY TRIAL DEMANDED

Defendants.

VERIFICATION

I, Bacarra Mauldin, Plaintiff in the above-styled matter, hereby certify under penalty of

perjury, before the undersigned officer authorized to administer oaths, that the information

contained in the foregoing Verified Complaint for Damages and Equitable Relief is true and correct

to the best of my knowledge, information, and belief.

This 9th day of February, 2021.

By: Bacarra Mauldin

Sworn and subscribed before me
9th day of ________,
this ____ February 2021.

NOTARY PUBLIC