Incorporation

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  • #3123

    Summer
    Member

    DIAMONDHEAD, MS (WLOX) – The judge who was to decide if Diamondhead should become a city has died. Fifty-nine year old Chancery Court Judge Kennie Middleton of Fayette heard the incorporation case back in January. Judge Middleton died Thursday at Natchez Regional Medical Center.

    WLOX spoke to Chuck Ingram who is a member of the Diamondhead Incorporation Committee and serves as Prospective Mayor. He said committee members are saddened by news of the judge’s death and their hearts go out to his family.

    As for the incorporation case, Ingram said the judge apparently had not issued a ruling before his death. Ingram is not sure how the judge’s passing would impact the case.

    “It’s in the court’s hand,” said Ingram.

    #3122

    wayne king
    Participant

    I understand from an article in the Seacoast Echo there is a new judge appointed for the incorporation case. I know nothing negative about the judge and am sure he has a long and honorary career. The article did however say he is now about 78 years old and retired, does anyone know why there isent a regular judge in the appropiate court capable of rendering impartial judgement on this case? Is there some unseen influence curtailing their envolvement. Is there some fear of reprecusions from some source within the Political or Judicary circles for a decision that may not reflect the desires of these sources? This certianly has the appearence of some unseen controlls being aserted from some quarter to avoid a timely conclusion to the popular concept of incorporateing Diamondhead. Does any one know who would lose and who would gain? Is there any knowledge as to what these losses and gains might be if any? Why can’t the incorporation committe publish information here in these forums as to progress, problems, ect. This whole incorporation deal is beginning to take on an aroma apparently from Denmark.

    #3124

    Editor
    Moderator

    All four local Chancery Court Judges recused themselves under what is termed under the rules of judicial conduct in Mississippi as avoiding an "appearance of impropriety".

    The proponents of incorporating Diamondhead have been invited many times to participate in this forum. They have declined the invitation. Then this publication has been known to expose more than one charlatan and we expect that the unelected city council may not like the questions that would be asked. Leaves one wonder how open their government will be, if it is ever approved by the courts.

    #3125

    wayne king
    Participant

    Yea, if it looks like a duck, walks like a duck, makes a noise like a duck it probably is not a rabbit.

    #3133

    MollyK
    Participant

    Why We Must Stop the Incorporation of the

    New City of Diamondhead.

    The Diamondhead Property Owners Association is a non-profit corporation chartered under the laws of Mississippi. The corporation is chartered “in perpetuity” which means it will never expire become inactive or go away except through a dissolution process by 85% of the Membership.

    The Property owners of Diamondhead have a legal obligation that runs with the land to pay dues and fees for the management and maintenance of the facilities and amenities and the guard and security services. The property owners will always have to pay these dues and fees plus their normal expenses to their water and sewer district and their fire department if any.

    The new city government will have no authority or control over the private community of Diamondhead except for being able to tax its residents. Any taxes levied on the residents by the new city will increase the cost of living in Diamondhead with no appreciable benefit from the new city.

    Many signers of the petition for incorporation were told by over enthusiastic collectors that the new city would replace the Property Owners Association and their taxes would be less than their dues. This is absolutely false. The truth is that taxes from all sources will go into the new city treasury and none of those taxes can be used to reduce the cost of living for the property owners of the private community of Diamondhead.

    Diamondhead City and the Property Owners Association will continue to be two separate independently operated state chartered entities one collecting dues and the other collecting taxes to provide the same services. Obviously the new city government with its taxing authority is not needed.

    The basic objection to incorporation is that thousands of dollars in totally unnecessary taxes will have to be paid by every property owners over the coming years for as long as they live in the private community of Diamondhead.

    The “Concerned Citizens of Diamondhead” has been formed to stop this useless and burdensome additional taxing government from being incorporated. If you’re concerned about the potential higher cost of living in Diamondhead or just simply support the noble concept of smaller government and lower taxes we need your help in this effort.

    For more information call our message phone and leave your name, address, phone number and/or email address and we will answer any and all questions you may have. Message phone (228) 220-0824

    100% of All financial contributions will go toward legal fees. At the conclusion of this effort any excess funds will be returned to the contributors based their percent of the total collected.

    Checks should be made out to “CCD” and sent to our Treasurer, Virginia Langen, at 8454 Kimo Court, Diamondhead, MS 39525.

    #3134

    wayne king
    Participant

    I’m not 85% but I vote for the POA to disband, keep the city concept….Mabey 85% feel the same way….I would rather pay city taxes than Pay for under priced golf rounds and be taken advantage of by those who pay golf frequently at their friends and neighbors expense that only play seldomly or not at all. There is a choice here, vote to do away with the POA and go under a normal Democratic process. Keep the POA and live under a selective management process that has special interests and where your vote on issues is negated by proxies from corporation self interests. Proxies are fine when in a corperation concept, but they are not desirable in an American one man one vote concept when decideing issues like ordanencs, fines for violations, who gets to be the judge ect. All of this could have been avoided if the POA would charge an equitable fee for a round of golf based upon what it cost to provide that round.

    #3135

    prhode
    Member

    I vote for the dissolution or amendment of the POA OR a city…but not both…and NOT the POA as it stands. I think that 85% of the people probably did not know what the “real” issues were at the time of signing…
    I have heard it said that the changing the charter is impossible and that it is set to expire at some time (do not remember the date). If that is true then how can it be dissolved…and if it can be dissolved, it can be amended!
    Personally I like the idea of a private community with private amenities. I have no problem paying for the maintenance of the things inside DH that we use. I have no problem with the POA assessing a millage on property owners as they would for city taxes to level out the ever-increasing dues. The charter could be changed to require that the upkeep of each and every item in DH be self supported…if it runs in the red (the country club)…then it goes away. Adjust the golfing, tennis, boating, etc. fees to be somewhat comparable to the surrounding area…IF YOU WANT TO PLAY, THEN YOU MUST PAY…not me and my neighbors paying for every Tom, Dick, and Harry (I intend no disrespect to anyone named Tom, Dick, or Harry) because the facility they choose to frequent does not support itself…the POA books are to be audited each and every year by an outside accounting firm and published for every DH resident to view (we have a right to know where our money is being spent), decisions made behind closed doors must stop-all major decisions to purchase, sell, amend, etc any part of DH, for any extended period of time MUST be voted on by the residents (you want our vote…you convince us we need what you are selling – if you lie, then the decisions made can and will be appealed), purchase Golf Club Dr back from the county and gate the entrances (no more Weekend drag strip from the bowling alley to Fenton). Hell, there are a lot of things that can be changed in the charter to make DH the way it should…a community where everyone wants to live—there goes those property values-up, up, up… We do not need to vote for or against a city simply because it is a city…we do not need to vote for or against the POA because of past indiscretions…We need to vote to make the changes that will make OUR community a better place to live.
    Unfortunately, I was one of the people that signed the petition for the city. It was presented to me as an option INSTEAD of the POA not in addition to the POA. I am sure that many others were told the same story…no more dues, etc – a city, not unlike Bay St Louis, Waveland, etc. I voted for the city in the hopes that there would be some formality to the processes in DH and had no problem paying taxes based on a millage for my home, hopefully less “good ole boy” politics, etc. Well I was wrong. What we did was invite the government in to tell us how we can live, how we cannot discriminate, and how we may just have made room for a low-rent housing development…
    As of today the question regarding the DH amenities has yet to be answered…since we the people still must pay POA dues to maintain the amenities how would the City of Diamondhead or the POA control the use of those amenities…
    Come what may, I will cease paying dues at the time that I am required to pay city tax…
    Now my questions to the people who propose to fight this incorporation are these…
    Do you plan to use just the law? In other words, are you planning to hire an attorney and let him do whatever is possible in a court of law to stop it and no more?
    Or
    Are you planning to visit each house and hand out flyers and ask for signatures as the last group did? If you do plan an aggressive approach are you going to have an attorney look at the charter to tell us exactly what can be changed (so that you are not telling tales on your flyers) and how it can be changed, and explain this process in writing on the flyers? Are you going to include proposed changes in the flyers? Would this be a chance for ALL of DH to make a real difference in our community?
    Is there a logical, methodical, detailed plan of action with better options or are you simply seeking to stop the incorporation of a city?
    Because if you want to stop the plan that is currently in action, you must have something better for people to choose, that is simple human nature, we all want something. If you do not have a plan to replace the proposed city then you leave no alternative but to have a city because no one is offering any other change and at least that is a change. I am not saying that I agree with that mind-set but that is pretty much what they have going for them…THEY are doing something. The other alternative is just what we have and we all know that does not work. Therefore, you have to have something better to offer…
    If you guys are making a serious effort to effect change in our community then I would like more information before I make a decision to join. I would like to know what alternatives you have in mind and your plan to get us there. I cannot jump on the band wagon simply because it is in opposition to the proposed city…there has to be some plan for an alternative, something that is truly plausible – the attorney could tell you what can and cannot be done, otherwise it would just be easier to sell out and move.

    #3136

    adleaded
    Member

    The purpose of this group is to first undo the incorporation if possible so that we only have to pay the POA dues. To stop paying dues if the City Incoporation goes forward will only get a judgment against your propertty by the POA. You have a legal obligation to pay for the mainteance of all facilites, amenities and roads even if the City goes forward. Then you will have a legal obligation to pay your POA Dues and Taxes imposed by the City. It will be a form of double taxation! The city will own none of the facilities, amenities or roads in Diamondhead which amounts to approximately $50 million and its unlikely that the membership of the POA will donate 50 million dollars of assests to the city. The city will not be able to purchase these assests unless they tax us to buy our own property. Now does that make any sense?

    #3137

    wayne king
    Participant

    dump the POA…The facilities are worth 50 million if someone will pay 50 million, I dont think anyone will pay 1 million for them. They cost too much to maintain and the numbers of users are too low to make them eonomically feasable. No, that dog dont hunt.

    #3138

    barely40
    Member

    I did not sign the petition to incorporate as I feared it would just mean more taxes, as stated above. The couple who came to my door to get me to sign were quite noticeably upset when I didn’t… which,incidentally,did nothing to change my mind. I am wondering, however, if part of the motivation behind this rush to incorporate was to prevent Waveland or Bay St.Louis from annexing us, what is the alternative? Are we going to pay higher taxes now that we are inc.? Or, if we win the appeal and are later annexed, will we then still be paying those additional taxes, just to a different place?

    #3139

    wayne king
    Participant

    Dump the POA, do not approve a renewal of covenants ect. Turn every thing over to the city to operate. The Golf Courses and Country club that manage to lose about 500 grand a year should privitize into a real Country club where members join and pay for it all, there will be initiation fees, annual assesments ect, to keep them solvent however those that do not want to play golf do not have to get involved or pay for it. Get the Golf carts off the public streets, if you have to keep it at home get a fairway property and use the cart paths to and from the Country Club and Pro shop. Becomeing a city is the natural progression for a development like Diamondhead, it now is time due to past mismanagement, catering to special interest, misuse of proxie voteing to support minority interests, selection of management by special interest concencus, selfinterest bulldozeing thru projects createing unneeded excessive cost to aminities. All this nay saying is being done by a minority that have been sucking at the arteries of the average Diamondhead property owner for far too long. Remindes me of Obama/Pilosie/Ried Health care, we are expected to swallow all this when we are whispered “trust us”, I do not think so. Dump the POA, If the eminities are so valuable why are almost all of them loseing money in being operated? I am not aware of any offer to buy them.

    #3140

    Editor
    Moderator

    With all due respect, the Mississippi Non Corporation Act has several provisions for dissolutions of a nonprofit corporation such as the Diamondhead Country and Property Owners Association, Inc. These include :


    Â 79-11-335. Approval of dissolution by board of directors or members; notice requirements.
    (1) Unless Section 79-11-101 et seq., the articles of incorporation, the bylaws or the board of directors or members (acting pursuant to subsection (3) of this section) require a greater vote or voting by class, dissolution is authorized if it is approved:
    (a) By the board of directors; and
    (b) By the members, if any, by two-thirds (2/3) of the votes cast, or a majority of the voting power, whichever is less.
    (2) If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors’ meeting at which such approval is to be obtained in accordance with Section 79-11-259. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
    (3) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.

    (4) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with Section 79-11-205. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.

    and
    Â 79-11-355. Dissolution by court order; parties who may bring action; grounds for court-ordered dissolution.
    (1) The chancery court of the county where the corporation’s principal office (or, if none in this state, its registered office) is located may dissolve a corporation:
    (a) In a proceeding by the Attorney General or the Secretary of State if it is established that:

    (i) The corporation obtained its articles of incorporation through fraud;
    (ii) The corporation has continued to exceed or abuse the authority conferred upon it by law; or

    (iii) If the corporation is a charitable organization, as defined in Section 79-11-501, that: 1. The corporate assets are being misapplied or wasted;
    2. The corporation is unable to carry out its purpose(s); or 3. The corporation has violated the laws regulating the solicitation of charitable contributions, Section 79-11-501 et seq.

    (b) In a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or by a director if it is established that:

    (i) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock;

    (ii) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent;

    (iii) The members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; or
    (iv) The corporate assets are being misapplied or wasted;

    (c) In a proceeding by a creditor if it is established that:

    (i) The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or

    (ii) The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; or
    (d) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
    (2) Prior to dissolving a corporation, the court shall consider whether there are reasonable alternatives to dissolution.
    (5) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.

    (6) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
    I particularly like the ones concerning âmisappliedâ corporate assets ( over $80k to fund incorporation) and âoppressiveâ manner ( a kangaroo court with no due process known a the VCC) but there is also the matter of a for profit joint venture the POA entered in 1997. Seems no one has read the federal tax code on non profits lately. I wonder if the IRS would be interested.

    #3141

    rkied
    Member

    Dump the POA! I can’t think of one person I know that would want the POA to continue. It is a “who you know” community. When I read about the Silver Slipper patrons being able to utilize our ammenities it made me sick. I have been here 7 years and I have been disgusted with the whole POA process since day one. How can they spend $80K of our money to fund incorporation? That should have come from donations and not our pockets. What about the $60K that was stolen from the Pro Shop.. that was never settled? They just “let it go”. There are so many improprieties it’s ridiculous! What can we do to help with the dump? I’d rather be a city and get rid of the POA for good!

    #3144

    prhode
    Member

    Some of you continue to yell “get rid of the POA”…for numerous and very good reasons, fraud, “good ole boy” politics, misappropriation of funds, kangaroo courts, etc….I AGREE WITH YOU ALL…each of these are egregious, flagrant acts in very poor form. BUT what are we to have in its place? Do you really think that anything will be different with a city run by the same people that run the POA? Give us, the residents something to fight them for…not just “dump the POA”
    To “adleaded”…I asked what the group had planned…and you say first thing “undo the incorporation”. Ok, what does the group have planned to take its place or will there be nothing until a plan is developed? As for the amenities, I do not care who owns them…only that I do not have to pay to maintain them if they become public property. In reference to my not paying the dues and the taxes, well you are correct they will put a fine on my property AND IF I ever decide to sell (prior to the expiration of the charter) I would have to pay the fines. I am still in the dark here…
    To Wayne King, I think that you are the loudest proponent of “dumping” the POA…You make some great points in your rant (especially getting golf carts off public streets)…however, what plan do you have to replace the POA, are you suggesting that we simply become part of the county? You can’t just say “city” because with a city comes city government and city taxes and more politics AND with a city you need a tax base to support the city…we do not have Wal-Mart, Kmart, Walgreens, McDonalds, Pizza Hut, Lowes for sales tax revenue…where is the money suppose to come from to support your city? Wouldn’t a city be just the same with a different name? What magic is there that the rest of us are missing that makes a “city” better if we will still have all of the same people in power to deal with…remember they are there by election, what makes you think that the people that elected them into the POA would not also elect them into the city government…so what magic do you see that we do not…give us a solution not more of the same rants of why they need to go…we already know that…what we do not know is what the alternative should be and in what form.
    To barely40, I do not think that our being annexed by the cities of Bay St Louis or Waveland is a real issue at this time. I think the push was on a more personal level and we may never know the real reasons. Someone had mentioned that is was so we were eligible for state and federal grant money… which is another can of worms…just what we need more government in DH. As for as higher taxes, yes if the incorporation succeeds and the POA remains we will pay city tax to the city and dues to the POA.
    Mr Editor…thank you for your prompt and ever available legal prose, I knew that I could count on you. After reading through this information it appears that our only choice is legal action…if we want to dissolve the POA…
    Still I maintain my stand…I am not a fan of the city proposition. I think incorporation opens us up to the “public at large”. We have a quiet neighborhood, fairly safe, rather nice real estate…making us a city will makes us BSL or Waveland. If I wanted to live in a city I would have moved there. I rather like the idea that people have to pen their animals, clean their yards, and not have junk cars up on blocks. With that being said I am also not a proponent of the POA in its current state. I agree with all of the loud voices out there about all that is wrong with DH…I simply do not agree to take drastic measures such as dissolving the POA without some PLAN to replace it. I received an email, thank you editor for keeping us informed, regarding the appeal and the new organization, Concerned Citizens of Diamondhead and I applaud their zeal. However, what does the CCD have planned after that…how do they plan to get the message out…I would not have heard of it except for this sight…AND that is the biggest reason that change will not come to DH in any form that we, on this sight, want…we do not organize, we do not plan, we are not logical, hell if there are truly enough of us…a protest would do more than any amount of legal action and be far less expensive…for instance if 85% of us refused to pay the dues for a few months…the POA would be out of money. My point, although long winded, is that it NEEDS more action and less emotion.

    #3145

    wayne king
    Participant

    What can be done?

    At election time, support Directors, Councilmen, Mayors, Presidents and any other officer that support Dissolution as provided above by Mr. Alfonso. They will need a lot of support because they will probably not be popular with organized groups or individuals determined to maintain the Status Quo at the expense of others. If someone provides interest in office and prepetuaties these concepts they will probably be attacked by adversaries thru Falsehoods and frivilous accusations instead of open debate on the facts, if you can find out the true facts. Help organize activities where they can be heard and explain their position. Too many now believe their interest and desires are moot and everything revolves around the interest and desires of a select few insiders, a minority but active group of residents who have developed social organizations to consolidate their support and prepetuate their views. Any expose’ would provide most welcome enlightenment. Mr Alfonso has for years tried to provide the other side of the story concerning the administration of Diamondhead. It is time a group started to consolidate and prepetuate the voice of the majority of the residents of Diamondhead instead of special interest and a bunch of Proxy authorizatins, especially those from vacent lots with drains, gullies washouts, canals, creeks and whatever on them but they still have a vote. Its Unamerican to use such underhanded means to control progress of citizens in persuit of the development of their community, proxys have no place in management of a community, the time honored method of resolution of communtity differences in America is one man one vote, in this case 1 resident 1 vote. Any activity or movement to dissolve the POA and utilize this concept I would be most pleased to support and discuss the options and support candidates with the same consensus viewpoints, hope many others feel the same.

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