Sacramento Union Article About LPCA

From my column in The Sacramento Union today:

In the city of Sacramento, there is a beautiful old neighborhood with homes built between the 1900s and the 1940s. Tudor, Craftsman Bungalow, Cape Cod and Colonial architecture is represented on tree-lined streets. Real estate values in this lovely area remain strong, even in difficult economic times.

In this neighborhood, the Sacramento Zoo, Funderland and Fairytale Town also reside—all located within one of the region’s most beautiful parks. On the surrounding streets, there are many charming small shops and businesses, restaurants, coffee houses, galleries, markets and even a Target.

read the rest here: Downtown Neighborhood Doing Battle

Renaissance Correspondence With LPCA President

As The Renaissance gains steam for the reform of the Land Park Community Association, it is no accident.

The obstructionist board members opposed to increasing membership, opening committees, transparency and the like, ignored California Corporation law California Corporations Code (the “Code”) which provides, in relevant part, that “special meetings of members [of California nonprofit public benefit corporations] for any lawful purpose may be called by 5 percent or more of the members," and refused to address or allow the member-petitioners to call a special meeting.

Some of the correspondence between the Board President Elyse Metune and LPCA Renaissance member and Board Member Craig Powell:

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Sent: 1/7/2009

Ms. Elyse Metune, PresidentLand Park Community Association
Mr. Kearse McGill, SecretaryLand Park Community Association

Re: Demands for Inspection and Production of LPCA Documents

Dear Ms. Metune and Mr. McGill:

On behalf of myself and Mr. Terry Grimes, in our capacities as both directors and members of the Land Park Community Association ("LPCA"), and as the agent for those LPCA members who filed petitions with Ms. Metune on December 22, 2008 requesting a special meeting of the LPCA members (as well as LPCA members who subsequently file such petitions), I hereby submit a demand for the LPCA records and exercise our inspection rights, as detailed in the attached letter (identified as "C607.doc"), pursuant to the legal authorities listed therein. If either of you should have any questions, feel free to contact me.
Very truly yours,

Craig K. Powell

cc: LPCA Board of Directors
Mr. James T. Freeman, Esq.

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and Elyse's response:

I can not beleive you guys. You will have to be patient. I am awhere of my duties. My neice is visiting from Utah this weekend. I have to work on real estate while she is here but I do not have to work on LPCA while she is here. She will be leaving Monday. Please stop this harrassment.

Elyse

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Craig's response:

Elyse Metune, PresidentLand Park Community Association
Kearse McGill, SecretaryLand Park Community Association
Re: Failure to Comply with Demands for Inspection and Production of LPCA Documents

Dear Ms. Metune and Mr. McGill:

I am in receipt of your January 8, 2009 e-mail concerning our inspection demand. It appears that you either: (1) do not understand; or (2) utterly fail to appreciate the nature and extent of the legal obligations you are under by virtue of our January 7, 2009 demand for inspection and production of LPCA documents; or (3) are bent on intentionally interfering with the exercise of our lawful inspection rights. This is not a request for a joint appointment with the two of you at some future time and place that is mutually convenient for the three of us. Nor is it an invitation or opportunity to negotiate over the terms, conditions and timing of our inspection. This is an assertion of an absolute right under the law to inspect records of the Land Park Community Association. Under the statutes and the LPCA Bylaws that we have invoked, we have the absolute and unconditional right to conduct such inspection at "any reasonable time" we request. As a courtesy, we extended to you not one, not two, but four alternate dates for your compliance with our inspection demand, as well as extending to you the courtesy of selecting the venue for our inspection. While we provided you such options as courtesies, you have responded with equivocation, conditions, vague responses and delay. As Ms. Metune has tried to stall us with illegal delays in calling and convening a special membership meeting in response to LPCA members' petitions and illegal rejection of lawful LPCA memberships (the subject of separate letters to you today), you are both now stalling us with your illegal refusal to comply with our lawful demand for inspection and production of LPCA records. Specifically: (1) You have failed to select one of the four alternative dates that we gave you; (2) You have declared your refusal to meet at the time and place we specified for today's inspection, which is the designated "default" inspection time, date and place since you have now refused to select one of the four courtesy alternatives we extended; (3) You have asserted an impermissible condition by insisting upon the joint presence of both of you at today's inspection; (4) You have asserted a second impermissible condition by designating a venue, Eskaton Monroe Lodge, for our inspection that may or may not even be accessible for our inspection. Furthermore, you have utterly failed to respond to our lawful demand for the production and electronic delivery of specified LPCA documents, a demand that is legally (and functionally) distinct and independent from our demand for an inspection of LPCA records. Our January 7, 2008 demand letter cautioned you: "Similarly, the "unavailability" of records that we have chosen to inspect under Subsection II (d) will not constitute legally cognizable grounds for any delay in delivering to us copies of the records that we have requested under Subsections II (a), (b) and (c) [underscoring in original text]." Specifically, you have failed to send us the electronic files for the "Membership Records" and "Bylaws" (as those terms are defined in our January 11th demand letter), as well as the LPCA's winter newsletter and associated correspondence with the LPCA's printer. We know these documents exist on your computer hard drives. We also know that you can e-mail them to us in a matter of a few minutes, at most. We will provide you with one last opportunity to avoid the commencement of litigation in this matter. We will agree to a one-time extension of time for your compliance with our inspection demand until no later than 6:00 p.m. on Wednesday, January 14, 2009, at any time you designate between the hours of 9:00 a.m. and 6:00 p.m., at a place of your choosing in the City of Sacramento (with adequate space and power), provided that you: (1) Send to me electronically (to e-mail address: ckpinsacto@aol.com) no later than 6:00 p.m. on Sunday, January 11, 2009 the electronic files, in readable form, of the "Membership Records (as defined)," "Bylaws (as defined)" and the LPCA winter newsletter, with all associated e-mail correspondence with the LCPA printer, as identified in Subsections II (a), (b) and (c) of our January 7, 2009 demand letter; and (2) Provide me with 24 hours' prior notice, via e-mail or telephone, of the time, date and place you select, between the hours of 9:00 a.m. and 6:00 p.m., no later than 6:00 p.m. on Wednesday, January 14, 2009, for our physical inspection of the LPCA records identified in Subsection II (d) of our January 11, 2009 demand letter. If you fail to e-mail to me the requested electronic files by 6:00 p.m. on Sunday, January 11th (condition (1) above) or you fail to provide the requisite LPCA records for our inspection by 6:00 p.m. on Wednesday January 14th, with the requisite 24 hours' prior notice (condition (2) above), we will promptly file a petition in Superior Court and obtain, via summary proceedings, a peremptory writ of mandamus ordering the two of you to immediately comply with the terms of our January 4, 2009 demand letter, together with a court order compelling you and Mr. McGill to pay for our attorneys' fees and other costs we may incur, as provided by law. It think it would be a tragedy for both the LPCA and Land Park for this and other disputes to spill out in publicized litigation. It is within your power to avoid it by just complying with the simple and reasonable terms of the extension we have offered. The choice is yours.
Very truly yours,
Craig K. Powell
cc: LPCA Board of Directors (via e-mail)
Mr. James T. Freeman, Esq. (via e-mail)

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Elyse's response:

Craig Powell I have just found the time for reviewing your request as I work and did have an operations committee meeting tonight. Tomorrow at 1 or anytime this weekend is not possible for me. I will make arrangements for a meeting at our usual meeting place the Eskaton/Monroe Lodge. As soon as I have some times both Kearse and I are available I will let you and Terry know.

Elyse Metune

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As you can see, the law is on the side of the LPCA Renaissance reform group. The obstructionist LPCA Board members can try to stall, but will be met with surprise after surprise by the diligence and determination of the good people of Land Park.

"Inside the City" News Article: "Association Criticized: Survey Shows Many Residents Don't Approve of Job it's Doing"

The January, 2009 issue of "Inside the City" Magazine includes an eye-opening story that reviews the results of a recent membership survey conducted by the Land Park Community Association. The lead-in states: "A significant number of Land Park residents don't approve of their neighborhood association's performance, according to a recent survey."

The article includes extensive comments gleaned from a detailed membership survey conducted by the LPCA this fall in which 176 Land Park residents responded. The article continues:

Survey respondents were invited to make comments. A common theme was that the LPCA does not represent or listen to resident's concerns. "The LPCA does not represent my concerns," one respondent wrote. "The association seems to involve itself in areas that do not always appear to concern [itself]."

Wrote another: "LPCA does not represent Land Park. It represents the view of [specific board members]. They are anti-improvement and the development of Land Park. They want to keep it in its current dumpy state."

A third said, "I feel that the members represent a small part of Land Park, not the area [where] I live in 'poor Land Park.'" Another complained about "being bullied and not listened to."

A number of residents commented on the association's general dysfunctionality, citing this as the reason why they were not more involved in the association. "I have attended meetings and found the infighting, favoritism, snide comments and dirty looks the board members exhibited to be embarrassing," one person wrote. Said another: "I want to be active, but given the ridiculous behavior and agenda robbery, it is a complete waste of time."

"There is a palpable level of frustration among our neighbors, who feel that the performance of the board has fallen short of what they'd like to see accomplished," said association's acting president, Scott Rose. "There can be no doubt that some of the tactics of the past and internal feuding have taken a toll."

The LPCA will hold a membership meeting on Wednesday, January 21st from 6:30 to 9 p.m. to discuss the survey results. The meeting will be at the Eskaton/Monroe Lodge at 3225 Freeport Boulevard.

The Reform Proposals of the LPCA Renaissance

After a collaborative assessment of the LPCA's needs, LPCA Renaissance has crafted the following set of initial reforms to bring fundamental change to the LPCA:


1. Increase the Size of the Board of Directors. Since its formation, the LPCA has had 10 or fewer directors. Since board members have principal responsibility for the work that LPCA takes on, the current board size severely limits the projects and work that the LPCA can take on. Comparable community-based organizations in our area have much larger boards, such as the highly effective Sierra-Curtis Neighborhood Association serving Curtis Park which has a 23-member board (Sierra Curtis Neighborhood Association-Information).


An expansion of the board also assures the presentation of broader viewpoints and will serve to infuse the LPCA with new enthusiasm and energy. It will also reduce the liklihood of a small cohort of board members exercising excessive control over the affairs and governance of the LPCA and will encourage board members to reach decisions by consensus. Finally, the reconstituted board of the LPCA should always have an odd number of directors, not the current even number of directors (10) that has resulted in several deadlocked tie votes on important issues and initiatives.

2. Enact Term Limits for Board Members. All those who serve or have served on non-profit boards know that every volunteer board member has an inherent "sell buy" date, the point at which a given director has largely exhausted his or her energy level and his or her resevoir of fresh new ideas. It is also the point at which volunteer directors become habituated to past routines and develop a certain resistance to change and to new ideas. Good boardmanship requires that there be mechanisms in place to assure that good board members do not become "stale" in place and do not impede the consideration of fresh ideas and solutions. Organizations are also vulnerable to domination by long-term board members who have an informational advantage enabling them to entrench and resist the efforts of newer board members who seek reform or change.

The current LPCA is a case book study of an organization that has been long dominated by an entrenched cadre of long-tenured directors, three of whom have served a total of more than 50 years on the LPCA board. Earlier this year, in a highly-publized schism, four LPCA directors resigned en mass in protest of the resolute resistance of this entrenched group to change. When five new directors where elected this spring to take their place, the pattern repeated itself. One of the five new directors resigned in September in protest and the remaining four are now stymied in their efforts to bring about change. If the reform proposals are not enacted by the LPCA membership, there is a good chance that three of the four new board members will be effectively ousted this spring by the LPCA Nominations Committee, which is dominated by the three most entrenched directors. Land Park can no longer afford to have its premier community organization serve as the personal fiefdom of a small handful of deeply entrenched individuals.

3. Change the role of Nominations Committee into a Conduit for Information Submitted by Board Candidates to LPCA members. Under the current LPCA bylaws, the Nominations Committee nominates a slate of candidates that are presented to the membership at each annual membership. Historically, this slate of nominees has always, without exception, been rubber-stamped by the vote of those LPCA members who take the time to attend the annual meeting. The established protocol of the board has been to renominate compliant incumbent directors who wish to continue to serve, effectively locking in the current incumbents and turning a nominally democratic governing body into a de facto self-perpetuating board.


We propose that the Nominations Committee be changed into an "Elections Committee" which will gather information from those interested in serving as LPCA directors, package that information into an uniform format and then communicate that information to all LPCA members. With this change, the Nominations Committee will no longer serve as a vehicle for protecting entrenched directors but will, instead, serve as a means of democratizing the LPCA and opening up its director election process.

The LPCA Renaissance Has Begun: Members Petition to Bring Reform Proposals Before the Membership

On the evening of Monday, December 22rd, Craig Powell, one of the leaders of LPCA Renaissance and a current LPCA director, filed with LPCA President Elyse Metune petition letters signed by 42 LPCA members calling upon her to convene a special meeting of the LPCA members to consider LPCA Renaissance's three reform proposals: (1) to increase the size of the Board of Directors; (2) to adopt terms limits for directors; (3) and to open up and democratize the LPCA's director nomination process.


The petitioning members, representing approximately 10% of the total LPCA membership, asked that the reform proposals be added by the LPCA President to the agenda of an already scheduled membership meeting set for January 21st. If the LPCA President fails to grant petitioners' request, then petitioners will have the right to call and convene another membership meeting in the coming months at a time and place of their choosing to address the reform proposals. The number of member petitions filed By LPCA Renaissance more than exceeded the 5 percent threshold required under the law to call a membership meeting.

The petitions were all distributed, signed, gathered and submitted in just two day's time, during the busy weekend before Christmas. LPCA Renaissance volunteers gave up much of their weekend to phone, e-mail and canvass door-to-door gathering petition signatures. Good work, volunteers! Volunteers rushed to gather petitions so they could be filed with the LPCA President before the LPCA's Winter newsletter went to press. The newsletter, which is distibuted to 6,000 homes in Land Park, will include the formal notice for the already scheduled January 21st membership meeting. The three reform proposals must be listed in the meeting notice in order for the members to act upon them at the January 21st meeting. Otherwise, a separate membership meeting must be held to consider the proposals.

In a cover lettter that accompanied the petitions, as well as in a detailed follow-up memo to the Board, Craig Powell emphasized the need for President Metune to make a timely decision on including the reform proposals in the LPCA Winter newsletter. While no final word has been received, LPCA Renaissance is not greatly encouraged by the only communicaiton we have received from President Metune since the petitions were filed, which consisted of a brief e-mail sent out to the Board on December 23rd: "We will address the petition letters after the Holiday." President Metune is apparently in no hurry to see the LPCA membership act on the reform proposals.