Post by richardwill on Apr 8, 2021 13:05:22 GMT -7
I have today sent the following by registered mail.
It is not my intention to start a movement or influence others, simply my conviction and belief that governance in our community is untenable and unsustainable, and that short of expensive and time-consuming legal action, economic leverage is the only viable option.
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Glastonbury Landowners Association
Post Office Box 312
Emigrant, MT 59027 April 8, 2021
On advice of counsel, I am giving official notice to the Glastonbury Landowners Association (GLA) that I will no longer pay dues or assessments to the Association effective January 1, 2021.
I take this action upon my belief that the GLA Board of Directors is not legally constituted, its actions contravene Association Governing Documents and Montana State law, and therefore in the absence of a legitimate authoritative body, the GLA has ceased to function as a lawful entity.
Any attempt to collect dues, levy assessments, or impose fines or penalties will afford the courts of Park County and the State of Montana an opportunity to assess the validity of the issues enumerated below.
My actions are based on multiple facts and beliefs, including:
• That the GLA has not held an official Association Members meeting within the past calendar year as required by GLA Governing Documents and Montana State law.
• That a Board Director who resigned effective the end of calendar year 2020 is still serving and voting on GLA business.
• That 2 previous Board Directors who are prohibited by GLA Governing Documents from serving beyond their term which expired in 2020, continue to serve and vote on GLA business. They contend that their tenure continues until new Board Directors are elected to replace them. However, it is these same Board Directors who voted to cancel the scheduled November 2020 Association Members election, and who have failed to expeditiously pursue a rescheduled election, in effect prolonging their tenure in a self-serving and illegitimate manner.
• That the current Board, including the Director who resigned and the 2 Directors whose tenure has expired, has for months been deadlocked with no clear path to resolution, resulting in the cessation of legitimate and necessary Association business, and creating legal grounds for Judicial Dissolution of the Association under Montana law. (Montana Code Annotated 2019, TITLE 35. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS, CHAPTER 2. NONPROFIT CORPORATIONS, Part 7. Dissolution and Liquidation, Grounds For Judicial Dissolution).
• That certain Board Directors decline to vote on motions, resulting in vote failures for lack of majority that further impedes the legal process and disenfranchises Association Members.
• That there have been verified instances of contracts voted by the Board being altered without Board approval to favor certain parochial interests.
• That significant expenditures by Board Directors in the absence of Board approval, as required by GLA Governing Documents, has resulted in misappropriation of Association funds.
• That Individual Board Directors have communicated with Association Members purportedly speaking on behalf of the Board when in fact there has been no Board approval for such action.
• That certain Board Directors have communicated with Association Members using deceptive practices, including correspondence using a name similar to the official Glastonbury Landowners Association name, causing significant confusion among Association Members who assumed that the communiques came officially from the Board.
• That Board Officers have expended Association funds without Board approval as required by GLA Governing Documents, including receiving legal opinions supporting their specific actions that have been questioned by other Board Directors.
• That official Board Minutes have been made available to Association Members 6 months or longer after monthly Board Meetings and periodically include commentary that some Board Directors find inaccurate or deceptive.
This is but a sample of Board actions that I believe contravene Association Governing Documents, breach Montana law, disenfranchise Association Members, and violate ethical business practice.
And if these issues above were not sufficient to prove dysfunction, the recently released 2020 financials describe a pattern of cost overruns, mismanagement, and potential malfeasance.
It is manifestly unreasonable and beyond comprehension that Glastonbury Landowners should continue to finance a wasteful, incompetent, and mismanaged entity that exhibits longstanding behavior as indicated above.
As such it is my belief that Board Directors are operating ex parte and not in the best interest of all Association members, that Board dysfunction has created an untenable atmosphere, and therefore has rendered the Glastonbury Landowners Association an illicit entity without authority to represent and regulate the landowners of Glastonbury.
Respectfully,
Richard S. Will
SG-43A
It is not my intention to start a movement or influence others, simply my conviction and belief that governance in our community is untenable and unsustainable, and that short of expensive and time-consuming legal action, economic leverage is the only viable option.
============================================================================
Glastonbury Landowners Association
Post Office Box 312
Emigrant, MT 59027 April 8, 2021
On advice of counsel, I am giving official notice to the Glastonbury Landowners Association (GLA) that I will no longer pay dues or assessments to the Association effective January 1, 2021.
I take this action upon my belief that the GLA Board of Directors is not legally constituted, its actions contravene Association Governing Documents and Montana State law, and therefore in the absence of a legitimate authoritative body, the GLA has ceased to function as a lawful entity.
Any attempt to collect dues, levy assessments, or impose fines or penalties will afford the courts of Park County and the State of Montana an opportunity to assess the validity of the issues enumerated below.
My actions are based on multiple facts and beliefs, including:
• That the GLA has not held an official Association Members meeting within the past calendar year as required by GLA Governing Documents and Montana State law.
• That a Board Director who resigned effective the end of calendar year 2020 is still serving and voting on GLA business.
• That 2 previous Board Directors who are prohibited by GLA Governing Documents from serving beyond their term which expired in 2020, continue to serve and vote on GLA business. They contend that their tenure continues until new Board Directors are elected to replace them. However, it is these same Board Directors who voted to cancel the scheduled November 2020 Association Members election, and who have failed to expeditiously pursue a rescheduled election, in effect prolonging their tenure in a self-serving and illegitimate manner.
• That the current Board, including the Director who resigned and the 2 Directors whose tenure has expired, has for months been deadlocked with no clear path to resolution, resulting in the cessation of legitimate and necessary Association business, and creating legal grounds for Judicial Dissolution of the Association under Montana law. (Montana Code Annotated 2019, TITLE 35. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS, CHAPTER 2. NONPROFIT CORPORATIONS, Part 7. Dissolution and Liquidation, Grounds For Judicial Dissolution).
• That certain Board Directors decline to vote on motions, resulting in vote failures for lack of majority that further impedes the legal process and disenfranchises Association Members.
• That there have been verified instances of contracts voted by the Board being altered without Board approval to favor certain parochial interests.
• That significant expenditures by Board Directors in the absence of Board approval, as required by GLA Governing Documents, has resulted in misappropriation of Association funds.
• That Individual Board Directors have communicated with Association Members purportedly speaking on behalf of the Board when in fact there has been no Board approval for such action.
• That certain Board Directors have communicated with Association Members using deceptive practices, including correspondence using a name similar to the official Glastonbury Landowners Association name, causing significant confusion among Association Members who assumed that the communiques came officially from the Board.
• That Board Officers have expended Association funds without Board approval as required by GLA Governing Documents, including receiving legal opinions supporting their specific actions that have been questioned by other Board Directors.
• That official Board Minutes have been made available to Association Members 6 months or longer after monthly Board Meetings and periodically include commentary that some Board Directors find inaccurate or deceptive.
This is but a sample of Board actions that I believe contravene Association Governing Documents, breach Montana law, disenfranchise Association Members, and violate ethical business practice.
And if these issues above were not sufficient to prove dysfunction, the recently released 2020 financials describe a pattern of cost overruns, mismanagement, and potential malfeasance.
It is manifestly unreasonable and beyond comprehension that Glastonbury Landowners should continue to finance a wasteful, incompetent, and mismanaged entity that exhibits longstanding behavior as indicated above.
As such it is my belief that Board Directors are operating ex parte and not in the best interest of all Association members, that Board dysfunction has created an untenable atmosphere, and therefore has rendered the Glastonbury Landowners Association an illicit entity without authority to represent and regulate the landowners of Glastonbury.
Respectfully,
Richard S. Will
SG-43A
