During a Special Meeting of the Board of Directors held on August 31, 2023, the Board adopted the following Motion...
NOTE: This text is provided as a convenience for members. In the event of a conflict between this text and the Minutes of the meeting, once certified, the official Minutes shall be authoritative. Due to the technical capabilities of this website, the numbering and/or lettering within the Motions is likely to differ from the Official Minutes.
Motion to Authorize Engagement of Counsel:
- The President is directed by the Board to engage legal counsel by Codie Henderson of Davis & Cannon, LLP to answer, “Were the new Bylaws approved during the Regular Meeting of the Board of Directors on August 10, 2023, correctly adopted (in accordance with the 2019 Bylaws, as amended, and applicable Law)?” The President is further directed by the Board to present the following questions and tasks to Counsel:
- The Bylaws recently voted upon to be reviewed for enforceability.
- Opinions submitted by Clay Fulcher are submitted along with the Bylaws for consideration.
- Counsel is also tasked to advise the Board and the Association as to how to address any provision thought by Counsel to be unenforceable or if Counsel advises that the Bylaws were not validly adopted.
- The Treasurer is authorized to re-submit a $5,000 retainer to Counsel, if needed, and to pay legal fees bills arising from this Motion. All legal services bills shall be communicated to all Directors as soon as is practical and in such way as to maintain confidentiality and not violate attorney-client privilege, except as advised by Counsel.
- All live discussions with Counsel shall be open to participation by all Directors and shall be confidential, except as advised by Counsel.
- The President is directed to provide copies of all emails, correspondence, contracts, and notes of conversations with Counsel to all Board members as soon as is practical and in such a way as to maintain confidentiality and not violate attorney-client privilege, except as advised by Counsel.