With full disclosure of the legal opinion of Paul Guiterrez concerning the election that took place during the membership meeting of the Diamondhead Country Club and Property Owner Association held on June 18, 2016, new questions are arising as documents are surfacing concerning the event.
The reference to Robert’s Rules of Order has sparked a renewed interest in the manner in which the Diamondhead Country Club and Property Owners Association board of directors have done business. Since the board has referenced a legal opinion negating the election of Carl Necaise as President of the Mississippi non profit corporation (the DCC&POA is not a 501c and is not recognized as a non profit corporation by the United States government) several documents have surfaced suggesting that the application of Robert’s Rules are very selective and the attorney’s opinion fell far short of clarity and completeness. One such document is the minutes of a “Board Workshop” held on March 31, 2016. The document presented below deals primarily with the settlement of a lawsuit brought about by then Treasurer, Mike Schaefer (now deceased) to declare the treasurer’s right to conduct and independent audit. But one single sentence announces that an election “co-chair” was appointed. No vote was recorded nor motion nor second of the motion. Who appointed the “co-chair” remains a mystery since the board has no authority under the bylaws nor Robert’s Rules to make such an appointment.
The document raises many other questions.
Were these minutes created prior to the membership meeting on June 18, 2016? Were these minutes already in existence or were they just finally created and presented after the election fiasco?
Were these minutes of the meeting approved? If so, when were they approved and by whom?
Some members of the DHCC&POA suspect the minutes were presented after the legal opinion was issued. Pointing out that if the document was already in existence, why did attorneys not ask the board secretary for minutes showing the board appointed Fletcher and Johnson? Why did they then write up a report trying to cast doubt on their appointment by claiming the minutes did not exist?
If they were just typed up and presented, did the corporate secretary ignore the legal requirement of producing minutes for every meeting? Where minutes kept for all meetings? Why did the board allow such behaviour?
Why did the board believe that they could ignore the legal requirement of the bylaw saying that they “shall appoint an Election Chairperson” in favor of their own personal preference for appointing “Co-Chairs”?WS-special-audit-lit-March-3116-