40 Days of Tyranny: Road Blocks on the Road to LPCA Democracy

In the 40 brief days since 43 members of the LPCA filed their petitions seeking a membership meeting to adopt reforms of the LPCA governance structure, the current LPCA leadership has thrown everything but the kitchen sink at the petitioning members and their supporters in a improper campaign to stop this membership meeting from happening, delay it from happening and defeating the reforms from ever being adopted if it does happen. We have summarized below 18 “road blocks” that the entrenched LPCA leadership has placed on the road to LPCA democracy. It has truly been: 40 days of tyranny.

1. The current LPCA leadership misappropriated funds to hire a lawyer to stall or prevent a membership meeting.
2. The current LPCA leadership has hired a 2nd lawyer and is now using a $3,000 LPCA slush fund to defeat governance reforms.
3. The current board majority is trying to use LPCA’s funds to purchase directors and officers’ liability insurance coverage to protect them against suits to recover misused funds.
4. The reservations for the February 4th Townhall meeting and the February. 11th membership meetings were canceled by Eskaton Monroe Lodge following a phone call from President Metune to Eskaton.
5. Ms. Metune and her board allies invented a “rule” to disenfranchise new LPCA members.
6. President Metune refused to call and notice a membership meeting in response to petitions from more than 5% of the membership, as she was required to do so by California stature.
7. President Metune produced a flawed legal opinion to stall or prevent a membership meeting, an opinion since repudiated by the 2nd lawyer she has now hired, using LPCA funds.
8. Ms. Metune refused to respond to, or even acknowledge, an authoritative legal memorandum rebutting her first attorney’s flawed opinion.
9. Ms. Metune, acting without board approval as required by the bylaws, hired a “facilitator” for the “Community Forum” for a cost of $400.
10. Ms. Metune, misusing this hand-picked facilitator, stifled member dissent at the “Community Forum.”
11. Ms. Metune disseminated a false summary of the events occurring at the “Community Forum.”
12. Ms. Metune refused to give lawful 10-days notice of the “Community Forum” meeting.
13. The offensive behavior of President Metune’s husband at the “forum” disrupted Eskaton Monroe Lodge, leading to the lodging of a complaint by Eskaton to the LPCA.
14. On January 2nd, Ms. Metune convened an illegally noticed board meeting at which the members’ petitions were unlawfully rejected
15. Ms. Metune and her board allies improperly appointed a loyalist as a 10th director at an illegally noticed board meeting.
16. Ms. Metune stonewalled lawful requests to inspect LPCA records for 11 crucial days.
17. At an illegally held board meeting on January 25th, Ms. Metune and her allies approved spending $3,000 more in legal fees to defeat the reforms.
18. In their recent letter to members, Ms. Metune and her allies misstated facts and failed to address the merits of the reform proposals.

Summary

These are only the improper actions that we are aware of and that we can confirm or document. We have no way of knowing what other misconduct the current leadership has engaged in during the past 40 days that have not yet been discovered.

All of the above the above illegitimate, wasteful and, let’s be honest, tyrannical actions have been taken by the current LPCA Board majority for the contemptible purpose of stopping, delaying or hindering the LPCA membership from simply debating and voting upon proposed governance reforms.

Ms. Metune and her allies adopt a public persona and posture as persons concerned about the opinions of the membership – as the “dog-and-pony” show presentation at the Jan. 21st “community forum” can attest – but when the scrutiny of the membership is not focused squarely on their behavior, they seize upon every available opportunity to run roughshod over the rights and interests of the LPCA, its members and the Land Park community - for the sake of preserving their previously unchallenged power over the LPCA, enabling them to pursue their own agenda for Land Park.

What does this 40-day history of misconduct tell you about how well the current LPCA Board majority is representing you and your interests and concerns, both as an LPCA member and a resident of Land Park?

Please vote “Yes” on all of the proposed governance reforms and do your part in returning the LPCA to a member-centered organization, not a director-dominated one that it currently is (LPCA Renaissance Value #1). And then, at the annual meeting in April, democratically elect 9 new members to the LPCA Board and give the LPCA the fresh start it - and Land Park – richly deserves. Thank you.










Detail on Impediments on the Road Blocks on the Road to LPCA Democracy

1. Misappropriation of LPCA Funds to Hire Lawyers to Stall or Prevent Membership Meeting. A week later, on December 29th, according to e-mail exchanges and billing records obtained by LPCA Renaissance, long-time LPCA directors Elyse Metune, Luree Stetson and Nikki Rueppel – acting without prior Board approval (as required by the bylaws) or even Board knowledge – hired the Sacramento law firm of Goldsberry, Freeman & Guzman in the name of, and on the credit of, the LPCA and in four days ran up $2,190 in bills at $300/hr. According to their e-mails, they retained the law firm: (a) to find a legal means of delaying or preventing the member-requested membership meeting from happening; and (2) to find a legal means of punishing LPCA director and LPCA Renaissance member, Craig Powell, for, in the words of Ms. Stetson and Ms. Rueppel, “organizing the petitioners.” This unauthorized incurrence of $2,190 of LPCA debt was a clear misappropriation of LPCA funds. Copies of the incriminating e-mails and billings may be viewed at www.lpcarenaissance.blogspot.com/

2. Hiring Lawyers at LPCA Expense to Defeat Governance Reforms = Breach of Duty. The $3,000 in additional legal fees is now undoubtedly being spent for the very same purpose as the first $2,190 of legal fees was spent (as disclosed in e-mails discovered during an inspection of LPCA records): to prevent the membership from adopting reforms that threaten their control of the LPCA. As Ms. Metune has been repeated reminded – to no discernable effect - spending LPCA funds to defeat the proposed governance reforms and to maintain herself and her allies in power constitutes a breach of fiduciary duty.

3. Latest Gambit – Purchase of Directors’ & Officers’ Insurance Policy. The latest ploy of the current LPCA leadership, as revealed at the invalid January 25th board meeting, is to have the LPCA purchase an insurance policy to cover the directors and officers from personal liability for their actions, a pretty obvious scheme by Ms. Metune and her allies to get the LPCA to indirectly pay, through insurance premiums, the cost of her defense costs and personal liability if she is held legally accountable for her misappropriation of LPCA funds. It is likely that the idea was the suggestion of one of the lawyers that she has hired to advise her at $300 per hour – all at the LPCA’s expense. Unfortunately for Ms. Metune and her board allies, most standard directors’ & officers’ liability insurance policies exclude coverage for all acts of malfeasance, misappropriation or breach of fiduciary duty.

4. Cancellation of Meeting Reservations at Eskaton – Ms. Metune’s Role. On Friday of last week, Ms. Metune called Eskaton Monroe Lodge, the originally scheduled venue for the LPCA Renaissance’s “Townhall” meeting on February 4th and the LPCA membership meeting on February 11th. Following Ms. Metune’s phone call to Eskaton, Eskaton promptly called LPCA Renaissance and informed us that they were canceling our reservations for both meetings. While we are not privy to the phone conversation between Ms. Metune and Eskaton, it is readily apparent that her phone directly led to Eskaton’s cancellation of our meeting reservations. Mr. Metune’s actions in causing Eskaton to cancel the reservations are reprehensible and has to be one of the most deplorable dirty tricks every played on the membership of an organization by its own president. Fortunately, we have been able to reschedule both meetings at Holy Spirit School for the same times and dates.

5. Ms. Metune’ Invention of a “Rule” to Disenfranchise New LPCA Members. On January 2nd, President Metune issued as “accounting of new membership applications” submitted by LPCA Renaissance to the LPCA Renaissance in which she declared about 10 membership applications “unqualified” because the address listed on the application was already the home of an existing LPCA member. Despite an unambiguous bylaw that states that “all persons over 18 years old residing in Land Park” are qualified to be members, President Metune “invented” an extra-legal (i.e. that is to say, not legal at all) rule, declaring peremptorily that only one vote could be cast from a given household.

In support of this non-existent rule, LPCA director Luree Stetson publicly declared at a recent Board meeting that the “one vote per household” limit “has always been in place.” This proved to be a patently false statement when prior year membership rolls were uncovered showing that “2 votes” per household were, in fact, the norm in several household in recent years, a fact that Ms. Stetson herself acknowledged in an e-mail she sent last year. Making up secret “rules” as they go along to suit their purposes- in this case to disenfranchise new LPCA members - is a not uncommon practice of the current board majority, as this episode demonstrates. See Craig Powell’s letter to the LPCA Treasurer objecting to this disenfranchisement of new members at www.lpcarenaissance.blogspot.com/

6. President’s Refusal to Call and Notice a Membership Meeting. On December 22, 2008, LPCA President Elyse Metune was handed petitions signed by 43 LPCA members (a number that has since grown to 64 members) - more than 5 percent of the LPCA membership. Under California statute, she had a duty to “promptly” call and mail notice of a meeting of the membership to consider the governance reforms proposed by the petitioners. She refused to do so, failing in her statutory duty.

7. Offer of Flawed Legal Opinion to Stall or Prevent Membership Meeting. On January 2nd, President Metune released an “opinion letter” she obtained from a lawyer in the Goldsberry firm (again, incurred at LPCA’s credit and expense) which took the position that 10% of the members – not 5% - must sign petitions before the LPCA is legally required to call a membership meeting. His thin 1½-page, double-spaced opinion letter, citing no supporting authority, took the preposterous position that an LPCA bylaw containing a 10% petition requirement superseded and overruled a directly inconsistent California statute that specifically grants LPCA members representing 5% or more of the membership the power to call a membership meeting. The second attorney hired by Ms. Metune (also with LPCA funds) recently repudiated the opinion of the first attorney.

8. Failure to Acknowledge/Respond to Authoritative Rebuttal Legal Memorandum. In response to the Goldsberry “opinion letter,” LPCA director Craig Powell, who is also a corporate attorney, prepared and delivered to Ms. Metune and her lawyer a 7-page, single-spaced legal memorandum with extensive citations to the most respected California legal authorities on California non-profit corporation law, all of which support the supremacy of the California statute’s more liberal “5% membership threshold” for petitions calling membership meetings over the more restrictive and invalid 10% threshold currently in the LPCA bylaws.. One wag even noted that the only bylaw provision that the current Board majority seems to want to follow is the one bylaw provision that is patently invalid under the law. President Metune and her lawyer did not even bother to respond to, let alone try to rebut, the conclusions and supporting authorities of Mr. Powell’s rebuttal memorandum. You may view Craig Powell’s legal memorandum at www.lpcarenaissance.blogspot.com/

9. Ms. Metune’s Unauthorized Hiring of a “Facilitator” for the “Community Forum.” Acting without the requisite board approval (or knowledge), Ms. Metune hired a meeting “facilitator” to run the January 21st “community forum” for a fee of $400 billed to the LPCA.

10. Stifling of Member Dissent at “Community Forum.” The meeting facilitator hired by Ms. Metune, following the express instructions of Ms. Metune, refused to allow LPCA members to speak for the first 2 hours and 45 minutes of the community forum, leading a large number of members to walk out of the meeting in frustration 30 minutes into it. At 9:15 p.m., after over two-thirds of the original attendees had left, members of the LPCA were finally given 15 minutes to actually speak during the “public comment” period at the very end of this so-called “community forum.” Through these actions, Ms. Metune successfully prevented members from publicly expressing criticism the current leadership in the run up to the February 11th vote on the proposed reforms.

11. Disseminating a Bogus Summary of the “Forum.” In the days following the January 21st “forum,” Ms. Metune sent out an LPCA e-mail with a grossly distorted description of the “forum” and which falsely characterized the independent efforts of at least a dozen LPCA members to be allowed to say anything as an “attempt by the LPCA Renaissance to takeover” the forum. The simple fact is that the so-called “forum” was high-jacked by Ms. Metune and her board allies who never intended from the very outset to permit LPCA members to say a word - at their own “forum”- until late in the evening when over two-thirds of the attendees had long left. You can read a point-by-point rebuttal of Ms. Metune’s phony recap of the “forum” at www.lpcarenaissance.blogspot.com/

12. Failure to Give Lawful Notice of January 21st ”Community Forum.” The “Community Forum” held on January 21st was actually called in November by the LPCA board and was designated a “special membership meeting,” which requires that prior written notice be mailed out to members not less than 10 days before the meeting. Ms. Metune ignored all entreaties by board members to send out the legally required notice. Three days before the scheduled meeting, Ms. Metune changed her mind and sent out a meeting notice just 72 hours notice instead and only to members who had given the LPCA their email addresses, skipping entirely 40% of the membership. See Mr. Powell’s e-mail to Ms. Metune protesting the failure to provide legal notice for the “forum” meeting at www.lpcarenaissance.blogspot.com/

13. Offensive Behavior of President’s Husband at “Forum” Generates Complaint. At the January 21st “forum” held at Eskaton Monroe Lodge, Ms. Metune’s husband created a disturbance by repeatedly and loudly intimidating critics, hurling loud epitaphs as he roamed the halls and entrance area of Eskaton, and generally making a nuisance of himself while apparently disturbing Eskaton residents. After the meeting, Eskaton sent Ms. Metune a complaint via e-mail, saying that such behavior would not be tolerated at future LPCA meetings at Eskaton. A copy of Eskaton’s complaint may be viewed at: www.lpcarenaissance,blogspot.com/

14. Illegal January 2nd Emergency Board Meeting; Rejection of Petitions; Revealing Comments. Also on January 2nd, Ms. Metune purported to hold an emergency board meeting (the 1st of 3 such emergency board members called by Ms. Metune in the past month). However, she failed to provide prior legal notice of the meeting to LPCA directors, rendering the meeting unlawful. At this meeting, Ms. Stetson’s declared that the petitioning members “would have to start all over,” rejecting all petitions calling for a membership meeting. In her comments, Ms. Stetson castigated LPCA director Craig Powell for his role in helping to gather member petitions, saying: “He should not be rewarded for his bad behavior.”

15. Illegal Appointment of Loyalist as 10th Director. In September of last year, respected attorney and LPCA director, Marjorie Van Ochten, resigned from her post as Treasurer and as a director to protest the chronic refusal of the LPCA board majority to comply with LPCA’s own bylaws. To fill Ms. Van Ochten’s board seat, the board majority at the improperly noticed January 2nd board meeting illegally appointed a candidate selected by the Nominations Committee (also dominated by members of the ruling clique), assuring a compliant 10th vote on the board and ignoring equally or better qualified competing applicants who would have helped diversify the board, both demographically and geographically, as mandated by LPCA bylaws. The current LPCA board consists entirely of middle-aged or older Caucasians and has so for years.

16. Stonewalling on Records Inspection Requests. On January 7th, two directors of the LPCA, Craig Powell and Terry Grimes, notified Ms. Metune and the LPCA Secretary, Mr. Kearse McGill, that they wished to exercise their rights, as directors, to examine certain specified records of the LPCA. Under the bylaws and California law, a director has the right to examine any records of the LPCA at “any reasonable time.” The two directors offered Ms. Metune and Mr. McGill the option of choosing one of four alternative dates to provide access to the requested records, all of which were refused. When the four offered dates were refused, Mr. Powell and Mr. Grimes offered 3 other dates, which were also rejected. See Mr. Powell’s letter to Ms. Metune and Mr. McGill at www.lpcarenaissance.blogspot.com/

During a critical stage in the reform process, when the petitioning members needed prompt access to LPCA membership records in order to mail meeting notices to the members, Ms. Metune and Mr. McGill stalled for 11 days before providing access to the requested records, and then only after three demand letters were issued. They finally made the records available by calling Mr. Powell on a Sunday afternoon and telling him that he and Mr. Grimes had exactly 1½ hours from the time of his phone call to review and make selected copies of four boxes of completely unorganized LPCA records. They also refused to provide Mr. Powell and Mr. Grimes with an electronic file of the membership record (which is how the LPCA maintains such records), providing instead a paper copy to make it as difficult as possible for the petitioning members to compile a data base of member information and to mail out meeting notices.

17. Illegal January 25th Emergency Board Meeting. A week ago, Ms. Metune called a 2nd emergency board meeting this month, this time for Sunday, Jan. 25th, without legally required 48 hours prior notice to membership. Instead, she provided only 3 hours notice to members. She also knowingly transmitting a phony meeting “agenda” that purposefully failed to disclose a pre-arranged plan to ram through the board – without in any way alerting an unsuspecting LPCA membership – an authorization for the President to spend up to $3,000 on legal fees as she, in her unfettered discretion, wishes. That sum is in addition to the $2,190 in legal fess already run up on the LPCA’s credit in a misappropriation of LPCA funds in late December by LPCA directors Elyse Metune, Luree Stetson and Nikki Rueppel. In response to these actions, LPCA director Craig Powell filed a protest letter to Ms. Metune and the Board objecting to the illegal $3,000 authorization and the attempt to deceive the LPCA membership by publishing a false and misleading agenda hours before the January 25th meeting. To see Mr. Powell’s letter, go to: www.lpcarenaissance.blogspot.com/

18. The Off-Point Response of “Support LPCA.” On Friday, LPCA members received a 3-page letter from the six LPCA directors currently in control of the LPCA board: Elyse Metune, Luree Stetson, Kearse McGill, Nikki Rueppel, Judy Sundquist and Caroline Peck (who is actually not even a director of the LPCA since her purported “appointment” to the board was made at an illegally convened board meeting). The rambling letter from “Support LPCA” covered a myriad of topics, none of which appear to have any bearing on the actual merits of the proposed governance reforms. In one instance, they denied that they had “sacked” the former LPCA president in March of last year. In the next breath, however, they acknowledge removing him from the board in a 6-0 vote.

This last statement drew a quick protest via in an e-mail sent by former LPCA director Carrie Cornwell, one of the three LPCA directors who resigned in protest in March, 2008. She insisted that they set the record straight by honestly reporting that she voted “No” on the vote to remove the president, making it actually a 5-1 vote for “sacking” the president, immediately after which she resigned from the LPCA in protest of the sacking and in protest of the false pretenses that led her to attend the meeting in the first place, giving them the quorum they needed to hold a lawful board meeting and sack the president.

Their letter also takes on LPCA director and LPCA Renaissance member, Craig Powell, saying that he provided “guidance” to the board majority last year in the lead up to their sacking of the LPCA president. Mr. Powell at the time was not yet an LPCA director and had known the members of the board majority for only a month or so. He, like many LPCA directors who preceded him, initially believed that the board majority were faithfully representing the interests of the membership and Land Park at large. At the time, he had not even met the then LPCA President, Mr. Jon Jensen, and knew only that the board majority were exceedingly anxious to expel him. At their request, he offered them advice on the corporate rules for removing an officer and director.

In the months that followed, after his appointment to the Board, Mr. Powell came to realize – again, as many directors have in years past - that the board majority was not the least bit interested in serving or representing the interests of the members or Land Park, but were concerned only with maintaining their control over the LPCA and imposing their own personal views and agenda on the LPCA and the Land Park community. Mr. Powell deeply regrets that he was snookered by the board majority into a false belief in the integrity of their intentions and regrets even more his advisory role in the board’s removal of Mr. Jensen. In the many months since then, Mr. Jensen and Powell have become colleagues and fast friends. While they have very divergent political views, they share a common goal of liberating the LPCA from the entrenched control of the current board majority and also share a firm commitment to the 7 Values of the LPCA Renaissance.