From: Sid Iverson Sent: Friday, November 29, 2013 11:03 AM To: Bob Wilbur; Dustin Frederick; Gwyn Staton Subject: Re: Your approval requested Bob, Dustin, Gwyn, I concur with one exception: That Jean should be included in the Board members that need to step down. She has provided little or no leadership as the President of the Board. Ed is qualified to be President and Suzy can occupy the Secretary's position on a temporary basis until the rest of the Directors can be appointed. Elections can be held as soon as possible formalizing the change in the Board membership. If this doesn't work well, there is a procedure which can replace Jean on a temporary basis and in turn appoint Ed as a temporary President. This process would accomplish the same thing. Surely there are 5 members of the community that would agree to be appointed to a Board position even if only on a temporary basis. As we require the old Board members to step down, we also need to secure the records and documents from the removed Directors. There will need to have an audit of the documents an financial record to provide a clean base from which to be able to move forward.Let me know what kind of help I can provide. Sid On Nov 29, 2013, at 8:51 AM, Bob Wilbur wrote: Dustin, Gwyn, and I believe we should take this additional action to protect the current Board from trying some new tactics (and there are some possibilities) and/or obfuscating progress on the pool. To add weight we would like to include your names as in concurrence. We will not include you without your reply and consent, so please reply by Sunday (would like to email out on Monday AM). Also, do feel free to express any concerns you might have as we respect your input. To: Karen Shaak, Dan Jones, Maria Chamberlain, Bob Peetz (will cc Jean, Ed, & Suzy) We here request that you immediately step down gracefully from your directorship positions. Regretfully, if you do not so, we will be forced to ask the court remove you with cause. The following reasons support that request. 1. The bylaws specify that directors serve 2 years, allowing for a slight adjustment to accommodate changes in the October Annual Meeting date from year to year. As of November 26, you have served 1 month beyond your specified term due to failure to hold the election and seat the new Board on October 26. The earliest date for a new Board to be installed will be mid January (possibly longer), at which time you would have served 3 months beyond your terms. That extension cannot be justified, as supported by Judge Hancock admonishing that there was no reason for you to have delayed the election and annual meeting; hence, further extension of your terms does not comport. 2. Your Counsel argued in court in your defense that you had absolutely no interest in extending your terms by delaying the annual meeting but were compelled to do so only until the good-standing matter was clarified. Given that your stated reasons for such extension no longer apply (i.e., the standing matter and the Annual Meeting are now resolved), you must honor your own explanation and not further extend your terms of office in violation of the bylaws. 3. Your actions over the past two years have resulted in breaching the ACBC bylaws, the AOI, and the member-approved motion of October 2012, and in so doing you have violated your duties as directors, inflicting as a result on the community much distress, confusion, and squandering of time and club funds. Your credibility on the board is damaged with cause, and further exposure of these issues in court will not help this community mend, as it now needs to. After your resignation, the three remaining Board members will follow by immediately appointing two or four interim board members (to comply with the 5- member minimum of the AOI) to serve until the election can be held. We are sure you will agree that this request is not only in the best interest of the community but also will spare you further from having to endure and be unable to defend a motion to have you judicially removed.