Craig Powell's Response To President Elyse Metune - Jan. 21st "LPCA Community Forum"

Craig Powell's response to LPCA President Elyse Metune's email incorrectly characterizing the course of the January 21st LPCA-sponsored "community forum," as well as addressing meeting disruptions, the facilitator's unauthorized fee and overall juvenile decorum:
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Elyse Metune, President
Land Park Community Association

cc: LPCA Board: Scott Rose, Dennis Kellogg, Caroline Peck, Judy Sundquist, Luree Stetson, Kearse McGill, Terry Grimes

Dear Ms. Metune:

This e-mail covers the following topics:
(1) venue of the Jan. 25th board meeting;
(2) your husband's disturbing behavior at the Jan. 21st "forum;"
(3) juvenile behavior at the Jan. 21st "forum;"
(4) your legal responsibility for the "facilitator's" fee; and
(5) demand to inspect specified additional records.

Venue of Sunday Board Meeting

Let's be careful not to wear out our welcome with our gracious hosts at Eskaton. Since we cannot limit the number of people who show up for the Sunday board meeting, let's not risk ruining the LPCA's relationship with Eskaton or place ourselves in a situation of having to cancel a board meeting within minutes of convening it, earning the sure enmity of those who attend.

Why don't we reset the meeting for next week and try Holy Spirit School or another location. Alternatively, cancel the Sunday special meeting. It is not worth blowing our valued meeting location over it. We can meet privately on Sunday night to discuss many of the pending issues that currently divide us, probably even more effectively than if we tried to deal with them at a board meeting.

Disruptive Behavior of Your Husband at "Community Forum"

On a different subject, your husband created an ungodly nuisance of himself Wednesday night, yelling at and insulting a variety of people. He called me a "shithead" and a "liar" in a loud and boisterous voice at the entrance of the building. He loudly insulted and verbally attacked Katy Grimes and several others. He scared at least a few women in attendance. He was out of control, brutish and obnoxious and was roving and weaving about in the public areas like an angry bull, roaming from the meeting room to the hallway, lobby, front entrance and front patio and back, again and again. His outrageous and unwarranted verbal assault on Katy Grimes, in fact, came close to inciting violence.

I can certainly understand the impulse that motivated him, a man aggrieved over what he considers to be unfair criticisms of his wife. But that did not give him license to verbally assault, intimidate, harass and disturb the peace as he did. He acted out in a grossly unacceptable manner.

I have no doubt that Eskaton's e-mail to you of today, warning you that they cannot have another meeting with disturbances like those that they experienced on Wednesday night, was due in substantial part - if not entirely - to his highly offensive behavior throughout the evening in the public areas of Eskaton.

Be advised, Elyse, that at the meetings that LPCA Renaissance and the petitioning members have called for Feb. 4th and Feb. 11th , we will be posting a security officer. Kindly inform your husband that he will not be admitted to either meeting. If he does attempt to gain entry, the security officer will have instructions to call the police have him arrested for trespass. We simply cannot permit him (or anyone else) to disrupt those meetings or intimidate meeting attendees as he did Wednesday night.

Juvenile Behavior at "Community Forum"

In the category of petty complaints: please do not repeat at future meetings your juvenile antics of trying to vandalize the LPCA Renaissance's small literature table. Luree moved our table around and knocked a box off of it that included our small "LPCA Renaissance" sign. You then repeatedly banged a chair against our table and messed up the materials on it. And that's just what I happened to observe when I occasionally glanced over at it. I was waiting for the table to burst into flames by the end of the evening.

Let's act like adults here.

Legal Responsibility for Facilitator's Fee

With regard to the facilitator, Angela Ridgeway, I understand that you hired her for a fee for $400. The contract for her services was not approved by - or even revealed - to the board prior to your engagement of her services, as required by the LPCA bylaws sections 8.5(d) and 10.2. Accordingly, you had no authority to enter into a contract with her for "facilitator" services on behalf of, or in the name of, the LPCA. Consequently, the expense you incurred is yours and yours alone and not an obligation of the LPCA's.

Furthermore, if you should seek future board approval to reimburse you for her fee, be advised that the board under the bylaws only has authority to reimburse you for expenses that are "reasonable and necessary."

Since your purpose in engaging this "facilitator" was to prevent members from speaking out and criticizing your administration - at a meeting explicitly advertised as a "community forum" - her hiring served only your personal interest (and the personal interests of your board allies) in muzzling legitimate member dissent and criticism of your administration in the lead up to the critical Feb 11th vote on governance reforms which, if adopted, will end your reign over the LPCA. That is the antithesis of a "reasonable and necessary" LPCA expense. Consequently, the board has no authority to reimburse you for the such expense.

Furthermore, the spending of a non-profit corporation's funds for the primary purpose of maintaining a director's control over that corporation is a breach of fiduciary duty to both the corporation and its members.The members' money, in other words, cannot lawfully be spent on a scheme to muzzle their voices at their own membership forum, thereby helping you escape criticism and stave off reforms that will spell the end of your rule.

Similarly, any director who votes to grant you such a reimbursement in light of these facts would be exceeding his or her authority under the bylaws to approve "reasonable and necessary" expenses and would be abetting your misuse of LPCA funds. This was a scheme - too cute by half - to muzzle the members and their criticism, as largely admitted by your facilitator on Wednesday. As Ms. Ridgeway stated, she was hired to stick to the script given to her by you.

There is one other possibility here. The original hiring of the facilitator may have been made without the intent of using her to stifle dissent at the forum. But at some point along the way, you perverted the original legitimate purpose and redeployed her to serve as a tool to stifle member criticism (which you have a rich history of doing), in which case you acted to prevent her from serving as an honest facilitator. If that is the case, I would say that she may have earned her fee (although that remains questionable), but that you clearly owe the LPCA the amount of her fee since you acted unilaterally and wrongfully to destroy the value of her services to the LPCA by retasking her to shut up our members.

Either way, Elyse, you are ultimately on the legal hook for this fee and not the LPCA treasury.

Demand to Inspect Specified Additional Records

Terry Grimes and I hereby exercise our rights as LPCA directors to examine any and all correspondence (including all e-mails) sent and/or received by and among Ms. Angela Ridgeway, her firm, and/or any and all LPCA directors and officers, together with all contracts, engagement agreements, proposals, invoices, scripts, agendas, plans, memoranda and other documents relating to the engagement and performance of Ms. Ridgeway as a facilitator for or on behalf of the LPCA.

I wish to examine and copy the requested documents at any time and place that is convenient to you (other than Eskaton Monroe Lodge), not later than seven (7) days from the date and time of this e-mail, provided that you give me not less than 48 hours' prior e-mail notice of the time and place.

Very truly yours,
Thank you,

Craig Powell