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Bayshore Beach Club, Inc.
Board of Directors Special Meeting
September 16, 2006

In attendance:

Nelsen Witt, President                                   Division 1
Kevin MacPhee, Vice President                    Division 7
Connie Abercrombie, Corp Secretary            Division 4
Maren Taylor, Director                                  Division 2
Ray Hunt, Director                                        Division 3                  
Jim Harlan, Director                                       Division 4
Bill Stephenson, Director                               Division 5
Norman Fernandes, Director                          Division 6
Sandie Eckerson, Secretary-Treasurer

Absent:

Roy Taylor, Director                                               Division 1

Bayshore Beach Club, Inc.
Board of Directors Meeting
September 16, 2006

In attendance:
Nelsen Witt, President Division 1
Kevin MacPhee, Vice President Division 7
Connie Abercrombie, Corporate Secretary Division 4
Maren Taylor, Director Division 2
Ray Hunt, Director Division 3
Jim Harlan, Director Division 4
Bill Stephenson, Director Division 5
Norman Fernandes, Director Division 6

Sandie Eckerson, Secretary-Treasurer

Absent:
Roy Taylor, Director Division 1

President Witt called the meeting to order at 1:02 PM. A quorum was established. He commented that during this summer season while we did not have caretakers, several people stepped up and he wanted to acknowledge them. He thanked the Aquasizers for their understanding of the issues surrounding the pool this summer and gratefully accepted the $350.00 donation to our propane company to help off-set the costs of heating the pool. He thanked Jack Woods, who has an early morning exercise class, for caring for the upstairs and always making sure that the furniture had felt pads so that the floor was not damaged. He also gave a heartfelt thank you to Mark and Lisa Hall for stepping up and spending many hours keeping the pool clean and healthy, and the building and grounds clean. They also repaired many needed things around the clubhouse.

President Witt introduced Cam Cook, our new caretaker, who has been with us a little over a month.

Caretaker Report
Cam Cook gave a report of what he has done so far which included re-stabilizing the decks around the clubhouse, adding lights, painting, inventory, cleaning, replacing pool pumps and piping for pool water replacement, reorganizing tools and cleaned and put away pool furniture for the winter, redid quite a bit in the apartment to repair and/or replace broken items. His next plans are for fixing leaks on the roof, fixing the skimmers on the pool which may include cutting an access hole to be able to get to them, to pressure wash the building, sidewalks and fences, which he is asking the Board to approve the expense of $329.99, garage door needs to be repaired and changing some of the handrails which are rotted out.

President Witt commented that there was a full agenda so asked that people please limit discussion as much as possible and keep things to the point. He asked that people please raise their hand before joining in the discussion so only one person is speaking at a time.

Tsunami Siren Report
Norman Fernandes reported Mark Jung had notified him that the siren is due the end of September. The pole will cost $1200.00 and Mark will have it wired it, which our costs would be $600.00. The cost of the siren has gone up but Mark Jung said they will absorb that added cost. Sandpiper Shores were asked if they were interested in helping but they declined. Jim Harlan asked if we have made an effort to work with Pioneer Telephone to help with the pole. He also asked where the location will be. Norman answered that no, so far Mark Jung had only dealt with PUD. The siren will be located in the front parking lot. It is omni-directional; it does not turn and has a range of 6000 feet at 40 DB each direction. Jim Harlan said a previous discussion was to determine best coverage, is that why it's to be here. Norman said this is to fill the area that Waldport's siren does not always reach. Bill Stephenson asked if location of pole will be on the road side or back side of the parking lot. Norman answered the back side of the parking lot. Maren Taylor said sometimes Pioneer Telephone will help out a non-profit such as us. Norman said no, it was his understanding that PUD owned the poles and Pioneer used them. PUD will put the 60 foot pole in the ground but that is all. Norman agreed to approach Pioneer Telephone and ask for their assistance.

Planning Committee Report
Neil Hare said for old business, Liberty Properties of 118 NW Oceania Dr., withdrew their height variance request. Regarding the Serett property on NW Pine Crest, Mullen the builder, contacted us with a proposal to move the house 61/2 feet back from the east. There is concern how this is to be done. New business consists of Lori Hoffman, Graham Court, who had roof and siding approved and Sharron Rotty, Coracle St. who had a fence approved.

Review Summer Expenses
Connie Abercrombie reported that when we lost our caretakers, Lisa and Mark Hall came forward to keep things going. Our budget from May 27 to September 4 for caretaker and pool attendants' hourly wages amounted to $14,966.00. The amount paid was $14,346.00 so we came out with $620.00 to the good. Our clean-up cost $2794.00 which if you take off the $620.00 saved from wages is $1174.00. This includes plumbing, yard work and a variety of other work. Lisa Hall was doing free extra duty for quite a while before the caretakers left, because they were unable to take care of it. So for the 101 days the pool was open we were paying about $12.00 per day. This is a real bargain.

Pool Cover Costs
Sandie Eckerson reported the Board had approved $2500.00 for a crank to put the cover on and take it off. When Pool Time brought the crank and installed it, it was very obvious it was not going to work. The cover we owned was rotted and full of water. We talked to Pool Time several times and asked them to come and demonstrate what we might be doing wrong. They were too busy. We had the crank for about a month. When Pool Time employees came over, it took both of them plus a couple of Board members to make the crank work properly. We sent the crank back. We then received a bill for $1879.00. After speaking with the owner of Pool Time, that bill was reduced to $1279.00 which included travel to and from Eugene, fuel costs, labor and the new cover.

Division 2 Land Parcel
Bill Stephenson did not give a report but instead read into the record: "Because I and other Board members have been accused of illegal acts, I strike any action or comments to the Hilton tract known as a park on the east side of Highway 101 in Division 2. I remove myself from all acts concerning said property and will abstain any vote I may have there on it. Any further action please be placed before the Board of Directors. Thank you." He did not want any questions on the topic and would make no recommendations regarding the property.

Connie Abercrombie wanted to discuss the parcel. President Witt asked Bill who else was on the committee. Bill said Connie, Don Butler and Doug Stevens. Connie said they looked at it and thought to ask the State if they would annex it but they would not. The property is a strange triangle piece of property. She thinks the member who bought the property next to it wants to annex it. We pay taxes on it now. The member would have to pay dues on it. Norman Fernandes said from what he understood Mike Schlosser owns two properties to the east of this lot. PUD owns the one in between. Mr. Schlosser has either bought it from PUD or is in the process of buying it. He wants to attach the lot to his property and make it one lot. Audience members suggested that we sell this property to Mr. Schlosser instead of giving it away. Connie said other members who have joined their properties still pay dues on each property, how would this fit into that. Sandie Eckerson said that since we own the property in question, there is no membership dues at this time, nor does PUD pay membership dues. We do pay taxes on our lot. If a member acquires these properties then membership dues will be assessed.

MSP
Norman Fernandes made a motion to table it for now and get back to Mike Schlosser to see what he wants to do next considering the limitations we are under. Kevin MacPhee seconded. Discussion followed regarding announcing it in case there was another interested person.
Yea votes: Ray Hunt
Jim Harlan
Norman Fernandes
Kevin MacPhee
Maren Taylor
Connie Abercrombie

Abstain: Bill Stephenson. President Witt announced motion passed.

Website
Maren Taylor said Bayshore Beach Club has a beautiful website. A few months ago it was really clickable and you could find lots and lots of information. In the past little while she had noticed things were not clickable, we don't have nearly the amount of information and the links don't go anywhere. She felt we need to add more information. We need to give Mr. Mowrer the okay to add that information. We specifically need the Builders and Homeowners information, the C&Rs, the builders' checklist, owners/ contractors' responsibilities, building guides, forms, we could add Articles of Incorporation and By-Laws. This is where a lot of members go for information; it is a great tool which would save the members having to run to the office for copies. We need to make sure the information is up-to-date and clickable. Connie Abercrombie said she missed being able to go back to previous years' Minutes. Maren Taylor asked if Mr. Witt would give Mr. Mowrer direction to add back the information. Norman Fernandes asked if they had been on the website recently as he had been able to access more information in the last few days. He understood the website has been under restructuring and now is starting to have more. Maren asked what do we need to do to make this happen. Sandie said that some documents have not been put back up because the Board had questioned them. Connie said yes, the boat and RV permits, the Guidelines are in question. The rest should be on the web. A committee was formed to look at the documents in questions and come back to the Board. Maren Taylor, Connie Abercrombie, Norman Fernandes and Kevin MacPhee are to be the committee members. Maren asked the audience if they wanted to help or had suggestions for the website.

Vandehey Construction at 2202 NW Bayshore Loop
Mr. Hoyt with Salem law firm Sherman, Sherman, Johnnie and Hoyt, representing Joe Vandehey, spoke regarding the Board of Directors' stop work order on a house under construction at 2202 NW Bayshore Loop. There was discussion as to how events came about. President Witt stopped discussion on this agenda item until the Board of Directors were able to contact the Association attorney.

MSP
Bill Stephenson made a motion to rescind the stop work order against Mr. Vandehey and table the matter until Board and Board members receive proper legal counsel. Connie Abercrombie seconded the motion. Discussion followed regarding the stop work order. Bill called for the question.
Yea votes: Connie Abercrombie Nay votes: Kevin MacPhee
Bill Stephenson Norman Fernandes
Ray Hunt Jim Harlan
Nelsen Witt

Abstain: Maren Taylor

Maren Taylor asked if she could take back her abstention. Norman Fernandes said no she could not do that.

MS
Norman Fernandes wanted to reconsider that statement again. He made a motion to remove the rescind part of it and do all the rest. He clarified the motion: to table the matter until we seek legal help, not rescind our order. That is specific, to not rescind the order. Kevin MacPhee seconded the motion.
Yea votes: Maren Taylor Nay votes: Connie Abercrombie
Kevin MacPhee Bill Stephenson
Norman Fernandes Ray Hunt
Jim Harlan Nelsen Witt

There was a tie so the motion died. Norman Fernandes questioned President Witt as to whether, in the past, he abstained from voting except in a tie. President Witt answered that he had exercised that option at times but it was his understanding that the President always voted. There was heated discussion as to whether the President could vote. Norman Fernandes wanted the record to reflect; that you have rescinded the motion we made last to stop construction. If he (Vandehey) starts construction and has to stop it later, a judge will find it very difficult to award or give a judgment as to what should be done because if the house is completed by time it gets to court, he will say it is done deal. What we have is a blatant flaunting of our rules, regulations and guidelines, and in my opinion, our President has done an illegal thing in making a tie rather than breaking a tie. This is what he has done before and it has changed now. Connie Abercrombie argued that it hadn't changed. Bill Stephenson said that is why he made the motion to rescind and get legal counsel because he was not about to discuss any legality of how this operates. As part of getting legal counsel, if we have to go to judge to decide how the Board is to be managed then so be it. He was not going to discuss any legal matters to put the Corporation or any member of it in legal jeopardy. Norman Fernandes said he believed what they did was a legal matter, just now we did it. Connie Abercrombie said she suggested that you read Article 7, duties of officers and apply to what has been going on. That's in the By-Laws.

M
Bill Stephenson made a motion to adjourn the meeting until we do take legal counsel.

Connie Abercrombie pointed out that there was still matter of the Reed appeal to address. Lou and Linda Reed reside at 2201 NW Bayshore Dr. next to the new house being built by the store. It was sent to the Planning Committee and she understood the Planning Committee said there was nothing they could do about it.

Members asked for clarification on the Vandehey Construction, could he start work again. Jim Harlan clarified that the Board made a motion, seconded and adopted to rescind the Board's earlier action of issuing a stop work order to Vandehey Construction. That motion has passed so the current situation is the stop work order has been rescinded pending the Board's opportunity to seek legal counsel. He wanted to thank the President for cutting it off when he did. It is prudent to seek legal counsel before going further. He apologized for counsel's trip over here but invited them to enjoy the Oregon Coast while here.

Reed Appeal
Connie Abercrombie asked again about the Reeds. President Witt said he thought that was taken care of by the Planning Committee. Connie said the appeal was from the Reeds because they did not like the Planning Committee's decision. Are we going to uphold the Planning Committee? Norman Fernandes said it was in his Division and asked for permission to explain it. The house is painted brown and windows are boarded up on the east side, the porch has been removed and there is a small problem with the roof. He had been asked to talk to the Reeds and told them he did not feel we could do anything because it wasn't a real large violation and we have no way of enforcing that other than asking real nice. Discussion continued as to whether the homeowner was in violation of the C&Rs and what if anything the Board could do. Maren Taylor suggested that we refer it back to the Planning Committee and ask them to write the homeowner a letter and ask her to bring her property in compliance with the rest of the area. It was suggested to contacted a government agency who may be able to better to deal with safety issues regarding egress for fire or health concerns. Linda Reed said they were asking that this home be in compliance with the C&Rs, it is noxious to the neighborhood and is not esthetically pleasing. It is not up to Bayshore standards. You have the authority and an obligation to enforce the C&Rs. In the C&Rs under Article V, Section 2, Enforcement "The club is hereby charged with the authority and obligation for the enforcement of the terms of this Declaration. Enforcement may be by equity or at law against any person or persons violating or attempting or threatening to violate any of the covenants or restrictions hereof…..now to me that means you have no choice you have to do this, that's what you are elected for. Article II, Section 1 refers to all plans must be approved by the Planning Committee, she also read from the Guidelines, Article II Section 8 which refers to nuisances; " no noxious or offensive activity shall take place on any lot, nor nuisance to the neighborhood, which shall be construed as any condition or disturbance that violates the "right of quiet enjoyment" or is visually displeasing." Jim Harlan pointed out that esthetics are referred to in C&Rs, Article II Section 2.

MSP
Norman Fernandes made a motion to have the Planning Committee to write a letter to clean up property, remove covers from windows and meet with Mrs. Reed to get the most important things in the letter. Kevin MacPhee seconded. Bill Stephenson called for the question. The motion carried unanimously.

Approval of July 15 and September 11, 2006 Minutes
M
Norman Fernandes made a motion to accept both sets Minutes.

Amended Minutes
Connie Abercrombie asked to amend the Minutes of September 11, page 8, bottom of page, second to last sentence, (sic) to be added after the phrase "highly unusual".
Norman withdrew his motion.

MSP
Jim Harlan made a motion to adopt the July 15, 2006 Minutes as written. Kevin MacPhee seconded. Jim called for the question. Motion carried unanimously.

MSP
Jim Harlan made a motion to adopt the Minutes of September 11 as amended to indicate that there is a question as to the accuracy of certain statements regarding papers in the file that Ms. Abercrombie has brought to attention and are on the record. Do I have a second? Bill Stephenson seconded. President Witt asked if anybody opposed and Norman Fernandes responded that he opposed. Motion passed.

Board Member Authority
Maren Taylor read into the record "No Board member or group of Board members that constitute less than a quorum may act on behalf of the Board of Directors unless specifically authorized by a majority of the Board." It is a statement and I took it out of the By-Laws. I just want to reiterate so that we all understand that section. We need to know this and be aware of it. It is By-Laws Article IV, Section 4 it is not verbatim, or it is possibly from the ORS. The By-Laws Article IV, Section 1 says "the Corporate powers of this Corporation shall be vested in and exercised by or under the authority of the Board of Directors. The number of Directors who shall manage the affairs of the Corporation shall be not less than seven." Ray Hunt asked Maren to explain the point she was trying to make. Maren answered her point was to reiterate to all of us that these are our powers, we need to be careful how we use them and work together as a group. We do not have to agree, of course, but we need to work as a group to take care of the business of the corporation. Ray asked if she meant when we are together. Maren responded when we are apart, too, that we are very careful that we do not meet in groups of 3-4 that could be constituted as an illegal meeting. We need to be careful of our power and authority. We need to be careful how we represent the corporation and the membership.

Ouderkirk and Hollen Letter into record
See letter attachment 1.

Associate Attorney
Connie Abercrombie and Bill Stephenson wanted to go with a different attorney than the attorney of record, Dennis Bartoldus. After a lengthy discussion, the Board of Directors decided that seeking legal counsel was of the essence.

MS
Kevin MacPhee made a motion to contact Dennis Bartoldus as soon as possible regarding Vandehey Construction. Maren Taylor seconded.

Amended M
Norman Fernandes amended the motion to have one person from each side of the divided Board to speak with Mr. Bartoldus, as a group or separately so he can have all the facts. Ray Hunt stated he wanted to be present at that meeting because of the severity of the situation. Jim Harlan stated the entire Board should be engaged in that meeting.

MSP
Kevin MacPhee made a motion for all Board members to meet with Mr. Bartoldus at everyone's earliest convenience regarding Vandehey Construction. Bill Stephenson seconded.
Yea Votes: Bill Stephenson Nay votes: Connie Abercrombie
Maren Taylor
Nelson Witt
Kevin MacPhee
Norman Fernandes
Jim Harlan
Ray Hunt

President Witt said the motion passed. Ray Hunt said no one has brought legal action against the Board. You are talking about spending everybody's money on legal fees. We have insurance; if they bring an action the insurance company should defend us, under Safeco. So why are we spending money to go seek legal counsel? Norman Fernandes said he believed that insurance just for actions taken while we are Board members against the Board members. But we still have to have legal counsel represent us, it is very important. Maren Taylor said it is for personal liability. Mr. Bartoldus is a homeowner's association attorney and a land use attorney. President Witt said the initial meeting is to ask questions.

Audience Comments
Barbara Mullen asked did you know there was going to be a lawyer here today. The answer from several Board members was no, we knew Mr. Vandehey was attending. Barbara Mullen said he should not have been allowed to speak at all since we did not have an attorney present. Bill Stephenson said the motion was made, seconded and passed we do nothing until we seek legal counsel. Ray Hunt said there was a letter written to the President so we all knew he was coming. Other Board members disagreed since the letter only requested that Vandehey Construction be on the agenda.

Breeze
Letter from Bob Mowrer placed in the Minutes. See attachment 2.

MSP
Jim Harlan made a motion to adjourn. Norman Fernandes seconded. Motion carried unanimously.

President Witt adjourned the meeting at 3:05 PM

Approved by the Board of Directors November 18, 2006

Sandie Eckerson-Secretary/Treasurer

Attachment 1

J.F. "Jeff" Ouderkirk Ouderkirk & Hollen Alan H. Biedermann
Jeffrey C. Hollen Attorneys at Law Daniel E. Taylor
P.O. Box 1167 Kerry A. Smith
Newport, Oregon 97365
56 SW Nye Street 615 SW Hurbert Street
Tel: 541-265-8823 Tel: 541-574-1630
Fax 541-265-6007 Fax 541-574-1638
ouderkirkhollen.com

June 19, 2006

Board of Directors Bayshore Beach Club, Inc.
1512 NW Oceania Dr. Waldport, OR 97394

Re: Meeting of May 3, 2006 in the name of Bayshore Board of Directors

Dear Board Members:

We have been retained by the Bayshore Quality of Life Coalition (BQLC). This group of Bayshore residents is concerned that recent acts by certain present and past members of the Bayshore Beach Club, Inc. Board of Directors, if not rectified, may expose the non-profit corporation to legal liability.

The BQLC has presented us with minutes from recent meetings and copies of Bayshore Beach Club, Inc.'s Articles of Incorporation, By-Laws, Declaration of Covenants & Restrictions, and Guidelines for Determination. They have asked us to review these documents and analyze the legality of actions taken by certain directors in the context of Oregon law as it pertains to non-profit corporations. The group has asked us to present our findings in a letter addressed to the current Board of Directors and certain individual members of the previous Board of Directors. In addition, we are sending a copy of this letter to Bayshore Beach Club, Inc.'s attorney of record, Dennis Bartoldus.

Also, the BQLC has asked us to take whatever legal steps are necessary to ensure Bayshore Beach Club, Inc.'s Board of Directors complies with the law. However, the BQLC members have stressed that their primary objective is to protect Bayshore Beach Club, Inc. from incurring liability based on the actions of a few individuals claiming to act in the corporation's name. The following legal analysis is provided to you at the expense of the BQLC. However, if legal action is necessary, we will ask the court for reimbursement of BQLC's attorney fees.

First, Oregon law does apply to every aspect of the affairs conducted by the Bayshore Beach Club, Inc. Bayshore Beach Club, Inc. is incorporated in the State of Oregon, and thus derives all of its power from state law. Additionally, Bayshore Beach Club, Inc.'s Articles of Incorporation and By-Laws clearly state this fact in the former's introduction and the latter's reference to the Articles of Incorporation in Article 1.

Next, upon review of both the documentation presented and Oregon law, the Bayshore
Beach Club's Board of Directors meeting of May 3, 2006 was called legally. According to Bayshore's By-Laws, Article IV, Section 4, the President may call a special meeting at any time. This is in compliance with ORS 65.344.
 June 19, 2006
Bayshore Beach Club, Inc. Board of Directors
Re: Meeting of May 3, 2006
Page 2

However, the notice provided mayor may not have violated Article IV, Section 4 of Bayshore's By-Laws (herein referred to as "By-Laws"). It is unclear from the minutes provided whether Mr. Roy Taylor responded to Mr. Nelson Witt's purported email and if he supported the calling of the meeting. If Mr. Taylor was contacted directly, and if he supported the calling of the meeting, then the required majority of Board Members would have called the meeting. If this is the case, then the required seven days notice was unnecessary. If, on the other hand, Mr. Taylor's proxy was used to create the majority needed to call a meeting without the required seven days notice, then arguably the notice requirement was not met.

More importantly, although the meeting may have been called legally, the procedures followed subsequently were n0t legal. The By-Laws are silent on the use of proxies at board meetings. However, whether the By-Laws address the issue of the use of proxies or not, Oregon statutory law is clear on the subjects of board of director voting, requirements for board members presence at meetings, and what is necessary to constitute a quorum. According to ORS 65.351(3): "If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present when the act is taken is the act of the board of directors.. . [my emphasis added]." Therefore, reciprocally, if a quorum is not present, the affirmative vote of a majority of directors present when the act is taken is not the act of the board of directors.

Moreover, for the purposes of ORS 65.351(3), ORS 65.337 clearly delineates how a board member may be "present" at a board meeting in ways other then physically attending.
According to ORS 65.337(3) and ORS 65.337(4), unless the articles of incorporation or by-laws are more restrictive, a board member may be deemed present at a board meeting if all board members can simultaneously hear or read each other's communications during the meeting or if all communications during the meeting are "immediately transmitted" to each participating board member and each participating board member has the ability to "immediately" send messages back to every other board member.

It is clear that this statute attempts to accommodate board members who are unable to physically attend a meeting, but who are able to use technology such as teleconferencing or instant text messaging to accomplish the same goals as physical presence. These goals include the ability to debate an issue and have the cogent arguments of some board members influence the other members to change their views, and hence their votes, on a particular issue. Regardless of the statute's purpose, it is clear that use of a proxy does not meet ORS 65.337 standards for having a board member deemed "present" for the quorum and voting requirements of ORS 65.351.

Therefore, according to Oregon statutory law, any acts taken at the May 3, 2006 special meeting of the Board of Directors are null and void as no quorum was present. Furthermore, if a meeting was held, and individual board members took actions based on majority vote using a
proxy, then any act taken at this meeting would be the act of the individual actors present and not Bayshore Beach Club, Inc.'s Board of Directors.June 19, 2006
Bayshore Beach Club, Inc. Board of Directors
Re: Meeting of May 3, 2006
Page 3

In addition, if a Bayshore Beach Club member believed that the acts taken by these individuals were the acts of the Board of Directors, and that member detrimentally relied on the aforementioned acts, then Bayshore Beach Club, Inc. will be liable to said member for his or her damages. Article VII of Bayshore Beach Club, Inc.' s Articles of Incorporation (herein referred to as "Articles") makes clear that the corporation will indemnify (protect from legal responsibility) any agent of the corporation who incurs monetary damages from the exercise of their agency. This means that the corporation will be liable for said agent's actions.

Conversely, this same Article VII also states that the corporation will not indemnify any agent for any acts involving "a knowing violation of the law." According to the minutes of the May 3, 2006 special meeting, Bayshore Beach Club member Rosanna Creighton challenged the legality of the actions being taken in the name of Bay shore Beach Club, Inc. She specifically asked the directors present to cite the law they were relying on to claim they had a quorum. Unfortunately for the individual directors, she was rebuffed. Arguably, Mrs. Creighton's alert that the Board of Directors were acting outside the parameters of the law may reach the required threshold to prove that the directors were involved in a knowing violation of the law. If this is the case, the individual directors will be held liable for any damages they may have caused and Mrs. Creighton will have protected the Bayshore Beach Club, Inc. from liability.

Certainly, subsequent to the meeting, the directors present at the May 3, 2006 meeting were informed by Mr. Don Butler, Mrs. Mary Lou Morris, Mr. Norman Fernandes, and others that the acts taken at the May 3, 2006 meeting were not legal, nor binding on Bayshore Beach Club, Inc. Further, these same members strongly urged the board not to accept the minutes of the May 3, 2006 meeting due to its illegality. Yet, the aforementioned directors did nothing to rectify the situation. At this time, it is my recommendation that the current Board of Directors seek legal advice as to how best to protect Bayshore Beach Club, Inc. from liability for the acts taken by its individual agents. The individual agents would be well advised to seek legal advice as well.

There are several other issues that should be addressed by the Board of Directors, such as their legal responsibility to consistently enforce Bayshore Beach Club, Inc.' s adopted Covenants & Restrictions. As I have noted in the minutes of several meetings of the past few months, there was emphasis from many directors and members that procedures should be read and consistently followed. However, it does not appear this goal has been achieved. Again, by not consistently following the letter of the law and Bayshore Beach Club, Inc.'s own By-Laws and procedures, individual board members are putting Bayshore Beach Club, Inc. in jeopardy of lawsuit(s).

In conclusion, the current Board of Directors must declare the May 3, 2006 meeting of individual directors, in the name of Bayshore Beach Club, Inc., null and void. Further, if the Board of Directors do not void the actions taken at the meeting within 20 days of receipt of this letter, nor follow the correct procedures and attempt to mitigate their damages, we will ask for the court's assistance in this matter by taking legal action against the directors present at the

June 19, 2006
Bayshore Beach club, Inc. Board of Directors
Re: Meeting of May 3, 2006
Page 4

May 3, 2006 meeting. By taking this action, Bayshore Quality of Life Coalition will do what the Board Members should have been doing all along, namely protecting Bayshore Beach Club, Inc. from liability for the actions of a few, misguided individuals.

cc: Bayshore Quality of Life Coalition
May 3, 2006 Meeting Attendee: Nelsen Witt
May 3, 2006 Meeting attendee: Connie Abercrombie
May 3, 2006 Meeting Attendee: Bill Stephenson
May 3, 2006 Meeting Attendee: Mary Gilbert
Dennis Bartoldus

Attachment 2

Nelson, Norman, and Sandie

As members of the Breeze team as of the publishing of the last Breeze issue--April--a question for you all.  When--or perhaps if--we will publish again?

A little history may help Nelson and Norman appreciate my position.  At this time last year, I was doing no writing for the Breeze.  Barbara Young (Director on original Breeze 2005-06 team) was writing and getting others to write for the Breeze.  Sandie was coordinating work flow with me and helping get pieces submitted.  Sandie and Barbara were proofreaders and editors.  My role was to assemble material into the final product.  I did collect pictures and a series on C & Rs as filler if we had large empty spaces to fill.  Dawn Sudmeier joined us as the second director and provided creative (writing and finding) support as well as doing serious proofreading and editing.  

With Barbara leaving the Board, she became less active for the 2nd issue.  Dawn and Sandie did much of the soliciting and writing.  I became the contact person for the regular features--President's piece, Planning Committee, Resolution Committee, and Road District etc.  Everyone proofed and edited.

When Dawn left the Board, Sandie asked Nelson and Norman to be on the team to represent the Board.  I did not expect either Nelson or Norman to proofread, solicit pieces or write for the Breeze as their predecessors had done--they were already busy with their own duties.  As publisher, I was more active in finding and writing in the third issue as the ones who had been active were gone.  There is no Breeze without content.

Beyond acquiring information for the Breeze and making sure editing and proofreading is done, a challenge unique to me is making the copy fit the space.  In the first issue, we had almost 4 pages of copy and 3 1/2 pages of space.  In abridging contributions to include all stories, I offended two contributors.  In the second and third issues, we had more room than copy.  I used pictures and the C & R information I had as filler as well as some Bayshore Facts that were shared with me.   I also offended some Directors with the inclusion of the C&R piece.  I want you to appreciate that abridging and adding filler are necessary and critical steps to creating a professional document that must take place at the very last minute.  Any time a piece is added or cut at the last minute it requires the reworking of multiple pages to make copy fit space.  

I am not willing to write pieces that can be expunged by a single Director with or without cause for doing so.  Nor am I eager to solicit stories from others that may be censured or edited by a single individual.  I have concerns about how the publishing timeline would be impacted by having all pieces available for Board review for one week as spelled out in the motion approved by the directors.  Contributors have not been too concerned with Breeze timelines and I usually receive at least one piece after I have started assembly.  I could not risk placing such an article because it has not been available for review and a single displeased Director could force a major reorganization of a finished newsletter.  Nor do I expect the Directors to be more timely than other members and am concerned that a Director may miss the one week deadline and still demand to censure an article.  What then?  Will the entire Breeze have to be reassembled or will the Board need to meet and decide?  Both are not acceptable.  If one has power to censure and edit content they need to be involved in the complete process.  
 
I am wiling to put together other people's contributions--as I did for the first issue but I need flexibility to add and subtract at the last minute.  I must be provided sufficient copy to make a complete newsletter.

Given the Board's position:

Who will do the writing and who will solicit other contributions and be responsible for having content for each issue?
Who will do the editing and proofreading?  It is an intensive process near the deadline and these people must have authority to adjust text and copy to fit copy to space as well as correct grammar and spelling problems.
Last year's Breeze team believed opinions should be part of the newsletter.  Can we solicit and accommodate individual contributions given the censure power of each Director?
Who has authority to make these decisions?

I hope Nelsen and Norman have answers.  Otherwise the Board needs to clarify who is responsible for the Breeze process.

Bob Mowrer

Bayshore Beach Club, Inc. PAGE 6
Board of Directors Meeting
September 16, 2006

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