May 4, 2014

To: The membership of Point Vivian Park Association, Inc.

From: Member Joanne Blair

I am compelled to write to all of you because we, the membership, have been duped.

I will be talking here about our Board of Directors, many of you, and the IRS. I deeply regret not having informed you about some of the bad decisions and behaviors of the Board years ago when I first was elected to the Board. It is high time I did. In the interest of full disclosure, I must tell you that I think I have been a "thorn in the side" of a couple of Board members ever since I was elected to the Board because I took my fiduciary responsibility to all PVPA members seriously and have never been afraid to ask questions or ask for clarification or challenge information presented as "fact". In more than one Annual Meeting I know that you have seen the discourteous behavior of one or more Board members toward certain members who ask the "wrong" question or make the "wrong" statement. They are "dismissed" or "shut down". Shame on all of us who have let that behavior stand. Is it because we are afraid of the wrath of the Board? Since our 2013 Annual Meeting I have had more than one member tell me how shocked they were by the meeting leader's rude interaction with me. I was not shocked because I have experienced it before, at Board meetings and in private conversations.

We have probably all known people who cannot stand to be challenged and react very negatively and emotionally when they are. Fortunately, most of us can disagree and/or have contrary opinions and still have a civil and polite conversation.

Be very careful who you vote for.

First, a little background about me (especially for newer members). I have been coming to PV since the mid-1960's when my parents bought our "Riverhouse", currently owned by me and my sister. For 31 years I have worked year-round as an income tax preparer. Since 1987 I have been an Enrolled Agent (you can Google it if necessary). Except for occasionally driving a bit over the speed limit and jaywalking, I have been a rule follower whether or not I agree with the rule. Because I am an EA, I am held to a higher ethical standard than some paid tax preparers.

We all received via e-mail the 4/28/14 letter from 2 members of our Board. It was sent on the Board's "letterhead" and therefore my name was properly listed as a Director. Perhaps this letter was a surprise to some of you ... it certainly was to me. One might imagine that the Board would be informed of this "settlement" before all the membership. I don't really care about that I do care that it gives the impression that the entire Board "signed off' on this which is not true. I would never have signed off on this entire thing has been a waste of time, money and energy.

The plaintiff in the lawsuit has always had access over the commonly owned road to his property. The leader of the Board was telling the Board as early as July 2013 that someone was thinking about such an action but would not say who and did not provide any details as to reasons. If the leader of the Board had the best interests of all members in mind, he would have suggested that some type of letter of assurance be sent to the appropriate party or perhaps to all members simply stating that access to their property over the common roadways, lanes, etc. would continue without impediment for 99 years at which time it could be renewed for another 99 years. It was my understanding at our last Board meeting in October 2013 that Roger and Peter H. would pursue that approach. Why was someone suing for something he already had? I'm assuming here that his attorney knew that adverse possession would never fly so an easement was the other part of the suit. For heavens sake, I know that more than one member has utility pipes running under or perhaps even above common property and I don't recall anyone being afraid that the membership would deny them that use.

It is no secret that one of the "two members" who pursued the legal intervention is my sister. Although I knew in November 2013 that she was thinking about contacting a lawyer to intervene legally to defend our (and your) ownership rights, she respected my position as a Board member and I knew nothing more until she called me at work in January to say that she had advised her attorney to proceed to intervene in the litigation. Within an hour, I had e-mailed the Board and recused myself from the litigation issue.

Prior to that, I had sent more than one e-mail to the Board with a couple of major concerns.

First, with regard to the new By-laws that a majority of you had accepted ( although none of us had a copy of the final version at the time of the vote ... again, shame on those who voted yes ). I said that according to the new By-laws, any transfer of property or easement granted had to be approved by more than a majority of the members at an Annual or Special Meeting. Some member(s?) of the Board responded by saying they knew that. It never happened. I think at some point in the near future I will look up some or all of those e-mails between me and the Board and forward them to all of you. By the way, in the 4/28/14 letter re: the settlement, it is stated that "we did not sell the property". Why then is the legal document titled "Bargain and Sale Deed"?

Secondly, I believe that this "settlement" has caused our PVPA to lose it's tax-exempt status, although I must say that the new By-laws contain language that jeopardized our status before this litigation issue came up. We have been tax-exempt since (I think) the early 1960's under Internal Revenue Code Section 501(c)(4). If you care to look it up, IRS Publication 4221-NC on page 2 says that our type of organization is prohibited from allowing inurement of … assets of the organization to benefit any insider (that would include members). Engage in a prohibited transaction, lose your tax-exempt status. Now I alerted the Board to this (in December, I think) and they forwarded my e-mail to the attorney hired by the PVPA re: the litigation and he responded and they forwarded that to me. His response was so interesting to me. I am not looking it up to quote exactly, although I will gladly read it to you if you call me. First he said that we weren't giving the property away, we were settling a lawsuit. I can find nothing in the IRS regulations that says prohibited transactions are OK if they are done to settle a lawsuit. Secondly, he responded in the double negative which translates to a positive (something like he saw no reason why this would not affect our tax-exempt status ... not sure if he was being sloppy or cagey).

Would love to hear from any of you, positive, negative, or don't care. If you are the designated receiver of information for your property, but there are others who have an ownership interest or just an interest, please do send this on to them.

Thanks for listening.