At the LPCA's "community forum" held on Wednesday, January 21st, the spokesman for the ruling Board majority and one of its members, LPCA director Kearse McGill, spoke publicly at the conclusion of the "forum" about the governance reforms proposed by LPCA Renaissance. After quickly conceding that the LPCA Board should be increased in size (reform #1) and that the director nomination process should be democratized (reform #2), Mr. McGill - a 10-year member of the LPCA board - spoke out strongly against enacting any limits on the number of years that a director could hold office.
Mr McGill said that the LPCA needs to keep its long-time board members in place because "new board members won't understand the issues facing Land Park."
A recent respondent wrote to us to say that she found Mr. McGill's statement "just plain sad."
We believe that Mr. McGill's statement discloses an air of arrogant superiority that has, regrettably, become part of the mind set of long-time LPCA directors who have ruled the LPCA with no real oversight or accountability for many years. It also reveals an elitist disdain for the views and intelligence of Land Park residents. For Mr. McGill to dismiss Land Park residents who run for the LPCA Board and who are then democratically elected by the members in competitive elections as "new board members" who "won't understand the issues facing Land Park" is an insult to both the community-minded residents who choose to run and to the LPCA members who elect them. It also reveals a great deal about Mr. McGill's and his long-time LPCA colleagues' "understanding" of the democratic process.
Saturday, January 31, 2009
Wednesday, January 28, 2009
The Values of the LPCA Renaissance
What we do have is a common set of values that are at the very core of the reforms we are proposing to the LPCA membership. These values also clarify our vision of what a post-reform LPCA will look like, how it is will function and the framework it is likely to use in determining future priorities. These are our common values:
- We are member-centric; we are not board-centric.
- We value transparency and openness in all LPCA dealings.
- We are committed to increased member engagement in all LPCA affairs.
- We believe that membership democracy is an essential ethic.
- We believe the LPCA is principally a vehicle for neighborhood expression.
- We believe the rule of law is paramount and the rule of individuals is not.
- We believe that the LPCA should be non-elitist, easily accessible and representative of the diversity of
LPCA Volunteer Role Questioned
A point of clarification from LPCA Board Member Terry Grimes:
In the short time I've been on the LPCA Board, a number of Land Park residents have questioned me about the role of neighbor Roxanne Miller. Many people falsely believe that she is a Board member, when in fact she is not.
Through the 20 years since the inception of the LPCA, she has teamed up with long-term Board member Luree Stetson, on land use issues as they affect Land Park; they have lobbied numerous causes, some of them good, and some, in my opinion, not so good.
Regardless of whether you agree with her neighborhood activism and her aggresssive techniques, she has been a force to deal with from the point of view of neighbors, developers and City officials, alike.
The point I want to clarify is that she has no official role on the LPCA other than that of a volunteer, nor does she officially represent the views of the LPCA any more than any other member, nor does she have the endorsement of the LPCA in any official capacity.
In the short time I've been on the LPCA Board, a number of Land Park residents have questioned me about the role of neighbor Roxanne Miller. Many people falsely believe that she is a Board member, when in fact she is not.
Through the 20 years since the inception of the LPCA, she has teamed up with long-term Board member Luree Stetson, on land use issues as they affect Land Park; they have lobbied numerous causes, some of them good, and some, in my opinion, not so good.
Regardless of whether you agree with her neighborhood activism and her aggresssive techniques, she has been a force to deal with from the point of view of neighbors, developers and City officials, alike.
The point I want to clarify is that she has no official role on the LPCA other than that of a volunteer, nor does she officially represent the views of the LPCA any more than any other member, nor does she have the endorsement of the LPCA in any official capacity.
Tuesday, January 27, 2009
LPCA Board's Unlawful Action - $3,000 MORE in Legal Expenses
The following is the LPCA Renaissance's response to President Elyse Metune's motion to grant herself a $3000 legal fund - out of the LPCA treasury - before the Feb. 11th membership vote on the proposed reforms. This is in addition to the $2,190 of LPCA money that she and two other directors, Luree Stetson and Nikki Rueppel, mispent last month on legal fees to delay a membership meeting - without board approval or knowledge. The motion passed 6-3, with Terry Grimes, Craig Powell and Scott Rose voting against.
Illegal. Unethical. A breach of the fiduciary reponsibility of a non-profit board member - when will it stop?
*****************
From: CkpinsactoTo: elyse_metune@sbcglobal.netCC: terry grimes <terryg@graphiccenter.net>, dennis kellogg <kellfam@macnexus.org>, scott rose <srose@rs-e.com>, lstetson2@earthlink.net, mcgillesq@comcast.net, furniturebydavid@sbcglobal.net
Sent: 1/27/2009 1:02:15 A.M.
Subj: LPCA Board Unlawful Action - $3,000 in Legal Expenses
Ms. Elyse Metune, President
Land Park Community Association
Re: LPCA Board's Unlawful Action Authorizing You to Spend $3,000 on Legal Expenses
Dear Ms. Metune:
Last night, the LPCA Board of Directors approved in a split vote a motion authorizing you to expend up to $3,000 of LPCA money on legal fees at your unfettered discretion.
This motion was passed on the heels of the board's rejection of an earlier motion, also in a split vote. The rejected motion, had it passed, would have removed you as LPCA President for misappropriation of LPCA funds unless you and the other directors involved in the specified misappropriation, directors Luree Stetson and Nikki Rueppel, signed agreements within five (5) days indemnifying the LPCA for the $2,190 in unauthorized legal fees that the three of you charged to the LPCA's credit with the law firm of Goldsberry, Freeman & Guzman, a firm the three of you engaged in the name of the LPCA to obtain help in your effort to delay or prevent a membership meeting at which director term limits would be considered by the membership.
Please be advised that the purported board action last night authorizing you to spend $3,000 more in LPCA funds on lawyers - in addition to the $2,190 of LPCA funds that you have already spent in legal fees - is unlawful and invalid on the following specific grounds: (1) the purported authorization was approved at a board meeting held in violation of the "member participation" mandate of the LPCA bylaws and established board policies; (2) the board action was the product of a fraudulent scheme to deprive LPCA members of their rights to express dissent to the action and to be informed of it in advance; and (3) the conduct of board members in approving such action constituted breaches of their fiduciary duties to the LPCA and its members.
Violation of "Member Participation" Mandate of LPCA Bylaws
LPCA Bylaw Subsection 5.3(b) provides: "Any member in good standing shall be entitled to attend any meeting of the Board to participate in discussion of matters before the Board..." Approved and established board policy requires that the LPCA send to the membership e-mail notice of all meetings of the LPCA board and including the proposed meeting agenda, not less than 48 hours prior to each board meeting.
In this case, last night's board meeting was "called" by you a full five (5) days before on January 21, 2009. Despite having five days to send the required e-mail notice and agenda to the membership, you delayed sending any notice to the membership concerning last night's board meeting until just three hours before the meeting, at which time you e-mailed to the membership a meeting notice and two board agendas, neither one of which including any reference whatsoever to any agenda item disclosing the motion to authorize the LCPA President to spend up to $3,000 more of LPCA money on legal fees, a sum equal to the total annual membership dues of all LPCA members of record as of January 1, 2009.
Clearly, you and your allies had a plan in place to adopt the $3,000 authorization motion long before you sent out the grossly misleading e-mail notice and agenda to the membership three hours before the meeting. I observed first hand that you were working off of a earlier prepared printed script in chairing last night's board meeting, which no doubt included the motion to authorize the $3,000 expenditure. You and your board allies were observed by several people emerging from a private meeting room just off the meeting hall just moments before last night's board meeting commenced, where you were likely putting the finishing touches on your deceptive scheme to sneak the authorization through the board with nary a peep of dissent from the LPCA membership - or even their awareness of it.
Had you honestly disclosed to the membership 48 hours in advance of last night's board meeting that you were planning to seek unfettered board authority to spend another $3,000 of LPCA money on legal fees, you and your board allies knew full well that the membership would have descended upon last night's meeting like locusts, particularly after the public revelations of last week of your misappropriation of $2,190 of LPCA funds to secretly hire a law firm at LPCA expense - without requisite board approval or even its awareness. You also were aware of the large number of LPCA members who had showed up at last Wednesday's so-called "LPCA community forum" anxious to question you and directors Luree Stetson and Nikki Rueppel about your unauthorized expenditures of LPCA funds, only to be completely deprived by you, as chair, of any opportunity to even speak, an action which led to over one-half of those attending the forum to promptly walk out of their own "forum" in disgust.
The "member participation" mandate of LPCA Bylaws Subsection 5.3(b) requires more than just allowing members to physically enter into the meeting room in which the board meeting is to be held, particularly for special board meetings that are scheduled at different times and dates than the LPCA's regularly scheduled monthly board meetings held on the 3rd Wednesday of every month. Compliance with Subsection 5.3(b) requires notice of special meetings and an agenda informing them of the substance of the meeting, particularly in the age of cost-free e-mails. Otherwise, the right of members to participate in special board meetings would be a nullity. How could a member conceivably participate in a special board meeting that he knows nothing about?
It was in recognition of this imperative of Subsection 5.3(b)'s "member participation" mandate that the board adopted a fixed policy some time ago requiring that the LPCA always send e-mail notice of board meetings, as well as the proposed board agenda, to the membership at least 48 hours before each board meeting. You failed to comply with both the "member participation" mandate of Subsection 5.3(b) and established board policy in failing to send an honest agenda and meeting notice to the membership 48 hours prior to last night's meeting. Consequently, any action taken in violation of the "member participation" mandate and board policy is unlawful and invalid. No court will permit a rogue board to get away with taking action at a meeting held in violation of its own bylaw's requirements that members be permitted to participate in all board meetings. Any such action is unlawful and invalid under the law.
$3,000 Authorization Was Procured in a Fraudulent Scheme to Deceive the LPCA Membership
A board action procured through fraud, artifice or a scheme to deceive or defraud is unlawful and invalid under California law. In this case, you and your board allies concocted a scheme to obtain board approval of a motion giving you the sole and absolute discretion to spend $3,000 of LPCA money while taking active steps to conceal, deceive and defraud the membership into inaction and keeping them in ignorance of your plans, thereby depriving them of their participation rights under the LPCA's Bylaw's "member participation" mandate and established board policy.
Your failure to provide 48 hours' prior e-mail notice and a copy of the agenda to the membership was no mere oversight. You and your allies concocted your plan well in advance of the moment you e-mailed the false agenda to the membership three hours before last night's meeting. You intentionally prepared and disseminated a false agenda to the membership to prevent members from finding out about your plan and to prevent them from descending on last night's meeting in protest, in much the same way as large numbers of LPCA members descended on Wednesday night's "forum" to question and confront you and directors Stetson and Rueppel on your misuse of LPCA funds last month.
Since the board authorization was procured in a fraudulent scheme to deceive the membership and deprive them of their rights to participate in last night's board meeting, the authorization was unlawful and invalid under California law.
Breaches of Fiduciary Duties by Scheme Participants
Every director owes a fiduciary duty to his or her corporation and its members, including a duty to be loyal to them and to treat them fairly. This duty also requires directors to act as fiduciaries or trustees with respect to the care and safekeeping of the assets of the corporation. By: (1) participating in this fraudulent scheme to deny LPCA members their rights to participate in last night's board meeting; (2) giving you - a person who has already clearly demonstrated her proclivity for misappropriating LPCA funds on lawyers hired for your own personal reasons - authority to spend $3,000 more of LPCA money; and (3) failing to take appropriate action to seek reimbursement and indemnity from you and directors Stetson and Rueppel for your prior acts of misappropriation, you and the directors who voted to approve this authorization have breached your fiduciary duties, rendering each of you liable for all damages resulting from those breaches, including personal liability for repaying all funds expended by the LPCA under this unlawful authorization.
As a result of your bylaw violations, your fraudulent procurement of board authorization and your breach of fiduciary duty, please be advised that every dollar you spend pursuant to the unlawful and invalid board authorization issued to you last night will be a dollar that we will recover from you and your board allies following your removal from power over this organization.
Misuse of LPCA Funds to Fight Proposed Reforms
One final caution: if you misuse this $3,000 in LPCA funds as a slush fund to pay for legal help to assist you and your board allies in your current efforts to defeat the LPCA governance reforms proposed by LPCA Renaissance, as you did in your misuse of LPCA funds last month, we will provide a full report of such illegal conduct to the California Attorney General and to local law enforcement authorities.
Very truly yours, Craig K. Powell
cc: LPCA Board of Directors
Illegal. Unethical. A breach of the fiduciary reponsibility of a non-profit board member - when will it stop?
*****************
From: CkpinsactoTo: elyse_metune@sbcglobal.netCC: terry grimes <terryg@graphiccenter.net>, dennis kellogg <kellfam@macnexus.org>, scott rose <srose@rs-e.com>, lstetson2@earthlink.net, mcgillesq@comcast.net, furniturebydavid@sbcglobal.net
Sent: 1/27/2009 1:02:15 A.M.
Subj: LPCA Board Unlawful Action - $3,000 in Legal Expenses
Ms. Elyse Metune, President
Land Park Community Association
Re: LPCA Board's Unlawful Action Authorizing You to Spend $3,000 on Legal Expenses
Dear Ms. Metune:
Last night, the LPCA Board of Directors approved in a split vote a motion authorizing you to expend up to $3,000 of LPCA money on legal fees at your unfettered discretion.
This motion was passed on the heels of the board's rejection of an earlier motion, also in a split vote. The rejected motion, had it passed, would have removed you as LPCA President for misappropriation of LPCA funds unless you and the other directors involved in the specified misappropriation, directors Luree Stetson and Nikki Rueppel, signed agreements within five (5) days indemnifying the LPCA for the $2,190 in unauthorized legal fees that the three of you charged to the LPCA's credit with the law firm of Goldsberry, Freeman & Guzman, a firm the three of you engaged in the name of the LPCA to obtain help in your effort to delay or prevent a membership meeting at which director term limits would be considered by the membership.
Please be advised that the purported board action last night authorizing you to spend $3,000 more in LPCA funds on lawyers - in addition to the $2,190 of LPCA funds that you have already spent in legal fees - is unlawful and invalid on the following specific grounds: (1) the purported authorization was approved at a board meeting held in violation of the "member participation" mandate of the LPCA bylaws and established board policies; (2) the board action was the product of a fraudulent scheme to deprive LPCA members of their rights to express dissent to the action and to be informed of it in advance; and (3) the conduct of board members in approving such action constituted breaches of their fiduciary duties to the LPCA and its members.
Violation of "Member Participation" Mandate of LPCA Bylaws
LPCA Bylaw Subsection 5.3(b) provides: "Any member in good standing shall be entitled to attend any meeting of the Board to participate in discussion of matters before the Board..." Approved and established board policy requires that the LPCA send to the membership e-mail notice of all meetings of the LPCA board and including the proposed meeting agenda, not less than 48 hours prior to each board meeting.
In this case, last night's board meeting was "called" by you a full five (5) days before on January 21, 2009. Despite having five days to send the required e-mail notice and agenda to the membership, you delayed sending any notice to the membership concerning last night's board meeting until just three hours before the meeting, at which time you e-mailed to the membership a meeting notice and two board agendas, neither one of which including any reference whatsoever to any agenda item disclosing the motion to authorize the LCPA President to spend up to $3,000 more of LPCA money on legal fees, a sum equal to the total annual membership dues of all LPCA members of record as of January 1, 2009.
Clearly, you and your allies had a plan in place to adopt the $3,000 authorization motion long before you sent out the grossly misleading e-mail notice and agenda to the membership three hours before the meeting. I observed first hand that you were working off of a earlier prepared printed script in chairing last night's board meeting, which no doubt included the motion to authorize the $3,000 expenditure. You and your board allies were observed by several people emerging from a private meeting room just off the meeting hall just moments before last night's board meeting commenced, where you were likely putting the finishing touches on your deceptive scheme to sneak the authorization through the board with nary a peep of dissent from the LPCA membership - or even their awareness of it.
Had you honestly disclosed to the membership 48 hours in advance of last night's board meeting that you were planning to seek unfettered board authority to spend another $3,000 of LPCA money on legal fees, you and your board allies knew full well that the membership would have descended upon last night's meeting like locusts, particularly after the public revelations of last week of your misappropriation of $2,190 of LPCA funds to secretly hire a law firm at LPCA expense - without requisite board approval or even its awareness. You also were aware of the large number of LPCA members who had showed up at last Wednesday's so-called "LPCA community forum" anxious to question you and directors Luree Stetson and Nikki Rueppel about your unauthorized expenditures of LPCA funds, only to be completely deprived by you, as chair, of any opportunity to even speak, an action which led to over one-half of those attending the forum to promptly walk out of their own "forum" in disgust.
The "member participation" mandate of LPCA Bylaws Subsection 5.3(b) requires more than just allowing members to physically enter into the meeting room in which the board meeting is to be held, particularly for special board meetings that are scheduled at different times and dates than the LPCA's regularly scheduled monthly board meetings held on the 3rd Wednesday of every month. Compliance with Subsection 5.3(b) requires notice of special meetings and an agenda informing them of the substance of the meeting, particularly in the age of cost-free e-mails. Otherwise, the right of members to participate in special board meetings would be a nullity. How could a member conceivably participate in a special board meeting that he knows nothing about?
It was in recognition of this imperative of Subsection 5.3(b)'s "member participation" mandate that the board adopted a fixed policy some time ago requiring that the LPCA always send e-mail notice of board meetings, as well as the proposed board agenda, to the membership at least 48 hours before each board meeting. You failed to comply with both the "member participation" mandate of Subsection 5.3(b) and established board policy in failing to send an honest agenda and meeting notice to the membership 48 hours prior to last night's meeting. Consequently, any action taken in violation of the "member participation" mandate and board policy is unlawful and invalid. No court will permit a rogue board to get away with taking action at a meeting held in violation of its own bylaw's requirements that members be permitted to participate in all board meetings. Any such action is unlawful and invalid under the law.
$3,000 Authorization Was Procured in a Fraudulent Scheme to Deceive the LPCA Membership
A board action procured through fraud, artifice or a scheme to deceive or defraud is unlawful and invalid under California law. In this case, you and your board allies concocted a scheme to obtain board approval of a motion giving you the sole and absolute discretion to spend $3,000 of LPCA money while taking active steps to conceal, deceive and defraud the membership into inaction and keeping them in ignorance of your plans, thereby depriving them of their participation rights under the LPCA's Bylaw's "member participation" mandate and established board policy.
Your failure to provide 48 hours' prior e-mail notice and a copy of the agenda to the membership was no mere oversight. You and your allies concocted your plan well in advance of the moment you e-mailed the false agenda to the membership three hours before last night's meeting. You intentionally prepared and disseminated a false agenda to the membership to prevent members from finding out about your plan and to prevent them from descending on last night's meeting in protest, in much the same way as large numbers of LPCA members descended on Wednesday night's "forum" to question and confront you and directors Stetson and Rueppel on your misuse of LPCA funds last month.
Since the board authorization was procured in a fraudulent scheme to deceive the membership and deprive them of their rights to participate in last night's board meeting, the authorization was unlawful and invalid under California law.
Breaches of Fiduciary Duties by Scheme Participants
Every director owes a fiduciary duty to his or her corporation and its members, including a duty to be loyal to them and to treat them fairly. This duty also requires directors to act as fiduciaries or trustees with respect to the care and safekeeping of the assets of the corporation. By: (1) participating in this fraudulent scheme to deny LPCA members their rights to participate in last night's board meeting; (2) giving you - a person who has already clearly demonstrated her proclivity for misappropriating LPCA funds on lawyers hired for your own personal reasons - authority to spend $3,000 more of LPCA money; and (3) failing to take appropriate action to seek reimbursement and indemnity from you and directors Stetson and Rueppel for your prior acts of misappropriation, you and the directors who voted to approve this authorization have breached your fiduciary duties, rendering each of you liable for all damages resulting from those breaches, including personal liability for repaying all funds expended by the LPCA under this unlawful authorization.
As a result of your bylaw violations, your fraudulent procurement of board authorization and your breach of fiduciary duty, please be advised that every dollar you spend pursuant to the unlawful and invalid board authorization issued to you last night will be a dollar that we will recover from you and your board allies following your removal from power over this organization.
Misuse of LPCA Funds to Fight Proposed Reforms
One final caution: if you misuse this $3,000 in LPCA funds as a slush fund to pay for legal help to assist you and your board allies in your current efforts to defeat the LPCA governance reforms proposed by LPCA Renaissance, as you did in your misuse of LPCA funds last month, we will provide a full report of such illegal conduct to the California Attorney General and to local law enforcement authorities.
Very truly yours, Craig K. Powell
cc: LPCA Board of Directors
Sunday, January 25, 2009
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:
**************************
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
**************************
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
LPCA Calls ANOTHER Meeting To Derail Petitioners
LPCA ELyse Metune's Memo to LPCA membership regarding the January 21st meeting, the outcome and scheduling of another meeting for Sunday, January 25th. Notice the date and time the email was sent to LPCA members (12:15 am Saturday 1/24).
Be sure to read Craig Powell's response about the meeting, the threats at the Eskaton meeting place, the individual who was disturbing LPCA members, the unauthorized facilitator fee and other recent issues (titled LPCA Renaissance Responds).
*************
To: LPCA Members <members@landpark.org>
date: Sat, Jan 24, 2009 at 12:15 AM
subject: LPCA Community Forum another Board meeting
The Land Park Community Association (LPCA) would like to thank everyone who attended our Community Form, January 21, 2009. Ideas, strategies and solutions for specific Land Park community problems were identified for key neighborhood issues as brought forth in the survey:
Traffic and Transportation
Neighborhood Crime
Unique Architecture of our neighborhood
Revitalizing our Commercial Corridors
Streetscape and Tree canopy
William Land Park
Association Operations/Communications
The meeting facilitator will collate ideas and provide a report to the LPCA Board, which will be shared on our web site. I anticipate that the board will create action plans and recruit volunteers to help implement strategies to address these issues.
A special thank you to those who stayed through the turbulent beginning of our Community Forum. After tedious discussion and interuption residents decided the group known as the LPCA Renaissance was trying to take over the Community Forum agenda and supported the facilitator moving forward with the original agenda.
Approximately 80 people attended the forum and shared their ideas and concerns. Our recent community survey indicates 77% of LPCA members support LPCA efforts - and 63% of all respondents supported LPCA efforts. Thank you for that support. Finally, the LPCA board will be having another one of those emergency Board meetings Sunday, January 25, 2009 at 7pm at Eskaton Monroe Lodge. We will be discussing petitions received to date calling for a meeting of the membership to address proposed bylaw changes. Unfortunately this business can not wait to our next regularly scheduled Board meeting. As always our Board meetings are public and we invite you to attend.
Again, thank you for supporting your neighborhood association. If you have questions please feel free to contact me any time.
Elyse Metune, President
Land Park Community Association
president@landpark.org
524-8630
PS Members, do you know your username and Password to access our members-only web pages? Email request to webmaster@landpark.org. Be sure to include your full name and address so we can find you on our membership list.
Be sure to read Craig Powell's response about the meeting, the threats at the Eskaton meeting place, the individual who was disturbing LPCA members, the unauthorized facilitator fee and other recent issues (titled LPCA Renaissance Responds).
*************
To: LPCA Members <members@landpark.org>
date: Sat, Jan 24, 2009 at 12:15 AM
subject: LPCA Community Forum another Board meeting
The Land Park Community Association (LPCA) would like to thank everyone who attended our Community Form, January 21, 2009. Ideas, strategies and solutions for specific Land Park community problems were identified for key neighborhood issues as brought forth in the survey:
Traffic and Transportation
Neighborhood Crime
Unique Architecture of our neighborhood
Revitalizing our Commercial Corridors
Streetscape and Tree canopy
William Land Park
Association Operations/Communications
The meeting facilitator will collate ideas and provide a report to the LPCA Board, which will be shared on our web site. I anticipate that the board will create action plans and recruit volunteers to help implement strategies to address these issues.
A special thank you to those who stayed through the turbulent beginning of our Community Forum. After tedious discussion and interuption residents decided the group known as the LPCA Renaissance was trying to take over the Community Forum agenda and supported the facilitator moving forward with the original agenda.
Approximately 80 people attended the forum and shared their ideas and concerns. Our recent community survey indicates 77% of LPCA members support LPCA efforts - and 63% of all respondents supported LPCA efforts. Thank you for that support. Finally, the LPCA board will be having another one of those emergency Board meetings Sunday, January 25, 2009 at 7pm at Eskaton Monroe Lodge. We will be discussing petitions received to date calling for a meeting of the membership to address proposed bylaw changes. Unfortunately this business can not wait to our next regularly scheduled Board meeting. As always our Board meetings are public and we invite you to attend.
Again, thank you for supporting your neighborhood association. If you have questions please feel free to contact me any time.
Elyse Metune, President
Land Park Community Association
president@landpark.org
524-8630
PS Members, do you know your username and Password to access our members-only web pages? Email request to webmaster@landpark.org. Be sure to include your full name and address so we can find you on our membership list.
LPCA Meeting Disturbance & Concerns
The following is a letter send to LPCA President Elyse Metune from Eskaton Monroe Lodge where the LPCA meetings are held - Elyse's response is below:
Elyse –
Just wanted to drop a line as a precaution… Our security staff mentioned to me that they had a few reservations regarding having a meeting again so soon.I assured them that is was only for a group of around 4 people and that it must be peaceful and undisruptive.
I am in full support of a resolve, but we do have to look out for our residents’ peace and respect since it is their home. I hope you understand and I hope all is calm on Sunday.
Please keep me updated so we are aware for future meetings of the LPCA, like I said when we talked on the phone, we can’t have another meeting in our building like the other night, both for our staff and our residents safety and peace.
--Scott Okamoto
Director of Resident Services
Eskaton Monroe Lodge
************
Elyse's response:
Scott
I am so sorry for the disruption on Wednesday. The meeting on Sunday is for the Board of Directors there are 10 of us. Since all of our Board meetings are open to the public others may show up. I promise you I will request that no one stand in the hall and that all voices remain at normal tones. This request will be at the very begining of the meeting. I also assure you if I can not control this meeting I will adjourn it.
Board members please see request from Eskaton/Monroe Lodge below.
Elyse Metune
Lyon Real Estate
2801 J Street, Sacramento, CA 95816
Direct Phone: (916) 524-8630
elyse@elysemetune.com
Elyse –
Just wanted to drop a line as a precaution… Our security staff mentioned to me that they had a few reservations regarding having a meeting again so soon.I assured them that is was only for a group of around 4 people and that it must be peaceful and undisruptive.
I am in full support of a resolve, but we do have to look out for our residents’ peace and respect since it is their home. I hope you understand and I hope all is calm on Sunday.
Please keep me updated so we are aware for future meetings of the LPCA, like I said when we talked on the phone, we can’t have another meeting in our building like the other night, both for our staff and our residents safety and peace.
--Scott Okamoto
Director of Resident Services
Eskaton Monroe Lodge
************
Elyse's response:
Scott
I am so sorry for the disruption on Wednesday. The meeting on Sunday is for the Board of Directors there are 10 of us. Since all of our Board meetings are open to the public others may show up. I promise you I will request that no one stand in the hall and that all voices remain at normal tones. This request will be at the very begining of the meeting. I also assure you if I can not control this meeting I will adjourn it.
Board members please see request from Eskaton/Monroe Lodge below.
Elyse Metune
Lyon Real Estate
2801 J Street, Sacramento, CA 95816
Direct Phone: (916) 524-8630
elyse@elysemetune.com
Former LPCA Board Members' Letter To City of Sacramento
In March of last year, four directors left the LPCA board (actually 3 resigned and 1, the then president, was sacked) in protest over the anti-democratic actions of the current leadership of the LPCA. At that time, the directors who resigned each signed the following letter to the City of Sacramento, the text of which is reprinted below. Note the startling similarities of the serious concerns they expressed almost a year over to the issues LPCA Renaissance is now raising in this reform campaign, notably the failure of the LPCA's leadership to allow members to meaningfully participate in the development of LPCA policy and their calculated efforts to suppress member involvement in LPCA affairs. Without adoption of the proposed governance reforms at the special membership meeting on Feb. 11th, nothing is likely to change.
********************
March 20, 2008
City of Sacramento
Re: Land Park Community Association
The City of Sacramento recognizes the importance of neighborhoods as the foundations of our community in its goal of creating a “City of neighborhoods.” The Land Park Community Association (LPCA) was established in 1995 to promote the Land Park neighborhood. LPCA has a proud tradition pursuing positive change and enhancing the quality of life in our community. At this time, we, the undersigned, agree that LPCA no longer serves this purpose. We believe the organization’s focus has shifted away from broader public purposes and, more importantly, does not provide for an open, participatory process that is a minimal expectation of a community-based organization.
The issue of transparency and accountability to our community is a serious concern. One illustration relates to land use and development activities, an area of increased focus by LPCA. In January 2008, the Board adopted procedures for its Land Use Committee that effectively block opportunities for resident and Board Member input prior to select individuals “negotiating” with applicants on their project proposals. The Procedures were adopted without making them available to the community. Further, appeals by several Board members to consider modifications or at least continue the item explore alternatives and to allow for public dialogue were unsuccessful. The adopted Procedures are attached for your information.
More recently, LPCA has proposed by-law amendments that might be viewed as antithetical to a community organization. First, they remove sensible check and balances with respect to organizational revenue and expenditures. Second, they include a 15-day waiting period for membership prior to participating in Board elections. These features are not consistent with an open and accountable organization and the latter particularly stifles community participation. The proposed by-law changes are also attached for your information.
We are hopeful that LPCA will be reconstructed in the future and that our confidence will be restored in its representations of our neighborhood’s interests. In the meantime, we would encourage you to consider that positions staked out by LPCA do not represent the collective community’s viewpoint. Moreover, we would hope that you continue to solicit and reach out to the community on local issues so that a important public dialogue can be achieved.
Sincerely,
original signed by four former LPCA Board Members
********************
March 20, 2008
City of Sacramento
Re: Land Park Community Association
The City of Sacramento recognizes the importance of neighborhoods as the foundations of our community in its goal of creating a “City of neighborhoods.” The Land Park Community Association (LPCA) was established in 1995 to promote the Land Park neighborhood. LPCA has a proud tradition pursuing positive change and enhancing the quality of life in our community. At this time, we, the undersigned, agree that LPCA no longer serves this purpose. We believe the organization’s focus has shifted away from broader public purposes and, more importantly, does not provide for an open, participatory process that is a minimal expectation of a community-based organization.
The issue of transparency and accountability to our community is a serious concern. One illustration relates to land use and development activities, an area of increased focus by LPCA. In January 2008, the Board adopted procedures for its Land Use Committee that effectively block opportunities for resident and Board Member input prior to select individuals “negotiating” with applicants on their project proposals. The Procedures were adopted without making them available to the community. Further, appeals by several Board members to consider modifications or at least continue the item explore alternatives and to allow for public dialogue were unsuccessful. The adopted Procedures are attached for your information.
More recently, LPCA has proposed by-law amendments that might be viewed as antithetical to a community organization. First, they remove sensible check and balances with respect to organizational revenue and expenditures. Second, they include a 15-day waiting period for membership prior to participating in Board elections. These features are not consistent with an open and accountable organization and the latter particularly stifles community participation. The proposed by-law changes are also attached for your information.
We are hopeful that LPCA will be reconstructed in the future and that our confidence will be restored in its representations of our neighborhood’s interests. In the meantime, we would encourage you to consider that positions staked out by LPCA do not represent the collective community’s viewpoint. Moreover, we would hope that you continue to solicit and reach out to the community on local issues so that a important public dialogue can be achieved.
Sincerely,
original signed by four former LPCA Board Members
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