Slapping a Board

So my new assignment has me interviewing attorneys, which has been exceptionally enlightening. Let me tell you briefly about one thing that I learned so far in this process.

I learned that under Pennsylvania law, Shareholders can directly sue the corporation. Minority Shareholders, even....can sue the corporation for not providing access to its financial information (hmm--I wonder if not telling the shareholders about government investigations of its tax reporting counts here), for allowing and engaging in self-dealing (you know, the kind where the Board annually issues its LARGEST expense contract to a voting officer of the Board--without a written contract or even a bid), and/or for destroying the value of the shareholder's investment.

Yep, you see that correctly: MINORITY SHAREHOLDERS CAN DIRECTLY SUE THE CORPORATION.

And the remedies can range from judicial assignment of an entity to "supervise" the Board/Corporation or even to dissolution of the corporation. Most PA cases, however, end in buyout of the shareholder's investment.

You know what this means don't you? This means that a single shareholder in the PA Chautauqua corporation can directly sue that pitiful excuse of an HOA.

Just fucking fascinating, don't you think?

Oh, now, I know that the grand-poopah solicitor will likely try to reassure you that it can't or won't happen. But I would not get all greasy-eyed yet. Make sure he tells you that the case law supports that a minority shareholder holding less than 5% of shares can directly sue the corporation, and that the legislature intended the applicable definitions to be determined on a case-by-case basis (like pornography--the court will know it when it sees it). god forbid that that day comes when your solicitor has to backtrack and then explain how it is indeed possible for one shareholder's suit to survive to trial...and win.

Now see, if a Board doesn't like that a shareholder is asking you to show him the financial information that he needs to determine the value of his investment--or to determine the value of the buyer-of-his-investment's investment, or if you don't like that a shareholder asks for this information or that she asks for you--Board, to do your fucking fiduciary duties, without a smile on her face, well then you need to take some time to come to grips with yourself and put those big, big, big girl and boy pants on and either bow out, or act like the observant christians that you profess to be--or at least act like a person that cares about the minority shareholders and their investments.

That whole thing about getting more with honey goes both ways...except, of course, when the honey is forced up the shareholder's ass.

Municipal leaders, why aren't you working on our concerns rather than working with bully Middletown cops to try to scare us silent?

Well, I can't really tell you all the details, but I want to say enough to let you know that even if our leaders resort to conspiring with off-duty Middletown cops--with a reputation for being a bully, to harass and threaten vocal Mt. Gretna residents on their own property, this blogger has no intention of stopping her research and publication of my findings. Indeed, I continue to encourage my neighbors to consider the facts that I uncover and what those facts mean to us.

So, I want to update you on the EIT issue. Although I have gotten no response from the Gretna Borough on their current discussions about how to finance any return of an overpayment of EIT, I have been told by several neighbors that two ideas are in the works. First, one idea is to birth a "special assessment" and attach it to our taxes. Second, the Chautauqua Board is considering organizing an ad hoc financial committee to address this EIT issue.

The first issue, the special assessment, presents many of the same issues we have been discussing on this blogsite. First, how does that assessment get determined and enacted? Second, how do we prevent our expense budget from "blossoming" in response to the anticipation of increased revenues due to this assessment? Third, how do we ensure that the assessment absolutely dies when the "debt" is repaid? Fourth, why is it again that we haven't drawn from our receiver's/treasurer's/accountant's bond and that we are justifying collecting repayment from persons having nothing to do with alleged criminal activity associated with this under/over-payment problem?

The second issue is even more problematic, as the EIT issue is a Borough issue and NOT a Chautauqua issue. Or at least they would like to have us think that the two bodies are separate entities (which is probably why, in his financial ethics disclosure recently filed, Chuck Allwein fails to disclose his indirect real estate interest in property belonging to the municipality for which he is running for re-election this November)...but that is another post. So, why is the Chautauqua considering forming this committee--is the Chautauqua assuming responsibility for the EIT issue? or is the Chautauqua just trying to prepare for decreased revenues from the Borough? What's going on here?

I think the real frustration surfacing in all of this is that neither of these entities is acting with much transparency. Oh, sure, they say that you can go to the meetings, or that all the relevant documents are available for you to get copies of at the Borough office. But just try to go to a meeting or try to ask for a chance to see a set of documents. It's hit or miss whether you will be allowed to stay for all the meeting or whether you will be told that the document is not at the Borough office. And, how many of us have gone to a meeting and made a request only to never have it responded to...

I know that a neighbor has requested agenda time so that she be heard on some EIT related questions mentioned above. So this is a good time to attend the meeting and to demand transparency and accountability, at least from the Borough Council and in relation to this EIT issue. Our next Borough Council meeting is Monday, Sept. 14th, 7p.m. and I encourage everyone to attend.

Also, write to the Chautauqua Board and request that the meeting minutes be posted online. This was brought up at the last meeting, so now is the time to be heard on it. The address is:

The Pennsylvania Chautauqua, PO Box 637, Mt. Gretna, PA 17064
Attn: Peggy O'Neil, Pres.
I recommend sending it certified, as then you will have a receipt showing that you did actually mail them something.

Additionally, if anyone else has spoken out about something here and felt that they were then targeted or retaliated against, please let me know. viragogretna@gmail.com It will remain a confidential communication. And, just in case they manage to harass me right into jail on these trumped up charges, are there any volunteers to keep the blog going in my absence?

Let all your neighbors know about this blog, please!

I am having a wonderful time going door to door to meet you all, but the summer is over and many of you will be going back home. And, because I am having many long and honest conversations with you, I have not been able to meet everyone. So please pass on the url for this blog.

http://mountgretna@blogspot.com