October 2009

Our park attorney emailed Rick Guiborat, June 24^th, and, said, “As attorney for the board, I can’t give you an opinion. My legal opinions must go through the Board.” But then on July 17^th he did correspond with Bob Buckley, A non board member. And again on July 29^th he corresponded with David Anderson confirming a phone call and asked for him to itemize his concerns.

On August 27^th, I emailed him with some questions and to date he hasn’t responded. But it’s evident that he has been in contact with Board Member Ernie Moon. Ernie Moon at the Board Meeting of Sept. 12^th, told the audience a few minutes before our attorney’s son, Matt, showed up, that he was coming. I had no knowledge of his coming. At the Board Meeting I gave his son Matt, a copy of my e-mail of August 27^th and still I have yet to hear from him.

At a board meeting when we were deciding when to have the recall of directors, the first vote came out three for the date and two against. At that time the president voted against it, making it a tie, three for and three against. Ernie Moon said that the president could vote to break a tie, but not to make a tie. Our attorney said he could vote to make or break a tie. Roberts Rules of Order was brought out and it proved the park attorney right. From our attorney’s letter of June 15th he said, “There is no provision in the By-Laws to provide for a recall or removal of Directors and Officers. Therefore, we must look to Wis. Stats., 181.0808.” But, in our By-Laws Article XIII, Section 3 it says “In matters relating to procedure that are not outlined, the latest copy of Robert’s Rules of Order by Robert McConnell Productions will apply.” Robert’s Rules of Order says that to remove a director you need 2/3rds vote of the membership. I question why we used the Wis. Stats. 181.0808 when this is in our By-Laws?

But, then again if we use the Wis. Stats. 181.0808, it says “NONSTOCK CORPORATIONS 181.0808, Removal of directors elected by members or directors”. Under number 3 it says “NUMBER OF VOTES NEEDED TO REMOVE. Except as provided in sub. (8), a director may be removed under sub. (1) or (2) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.”

The last two years (the two years that I’ve been involved) the lowest vote count to elect a director was 191 votes. This is far more votes that the votes we got in our vote count when we voted to remove the directors.

Pat Conway, a former Board Member, who works with this type of thing, informed me that the vote to remove directors was invalid. The reason for this is that there was wording on the petition, namely, “that the directors be permanently removed from the board.” According to the park attorney this cannot be in it. When one thing is invalid in the petition, then the entire petition is invalid, unless it has the wording, like “invalidation of any of these items shall in no way affect any of the other items and they shall remain in full force.” There was no such wording in the petition. What should have been done was to return the petition and if they wanted to, then they could get the needed signatures on a properly worded petition and resubmit it.

In the DECLARATION OF COVENANTS AND RULES, under ARTICLE VII, Section 4. Severability

“Invalidation of any one of these Covenants by judgment or court order shall in no way affect any other provision which shall remain in full force and effect.” With this in the Covenants, shouldn’t it carry through to the petition also?

Then there was the election. I postponed the election partly because of the misspelling of two names on the ballot, Sarto was spelt Sardo and Oaks was spelt Oats. Both of these candidates have been printed up in the Review for things they’ve done to improve the park.. Any property owner that only gets to know about things in the park from the Review, would not know these two from having the misspelling of their names. Another reason is that the mailing list used to mail out the ballots was about two years old. A member received his ballot forwarded from his old address from at least two years ago. One more thing that was wrong, was that some didn’t receive their ballot due to the old mailing list.

Don Geimer