Odd Fellows Sierra Recreation Association, Inc.

 

P. O. Box 116, Long Barn, CA  95335-0116

Phone:  (209) 586-3098    Fax:  (209) 586-3098

E-Mail:  sierrapark@sierrapark.org

 

 

November 22, 2006

 

 

At the Annual General Meeting on May 28th 2006, the Board of Directors was asked to review the Odd Fellows Sierra Recreation Association (OFSRA) qualifications of directors and the requirement to be an Odd Fellow/Rebekah and a property owner in order to vote on OFSRA business at a members meeting, including the election of board members.  This action was instigated partly due to a lack of available candidates for the Board of Directors.

 

The Bylaws and Articles of Incorporation were reviewed by the Board of Directors.  It was noticed that the Bylaws and Articles of Incorporation were silent in reference to director qualifications.

 

The Bylaws and Articles of Incorporation were reviewed with Roger Brown (OFSRA’s attorney).  He agrees that neither the OFSRA Bylaws nor the Articles of Incorporation spell out the qualifications of directors in regard to requiring membership in OFSRA.  He, along with myself, suspect that this was an inadvertent omission whereas Section 2 of the Bylaws is clearly tilted “Number and Qualification of Directors” but is silent in reference to qualification, and other sections of the document reference the silent portion of Section 2.  This being the case, we default to General Corporate Law for this matter.  Roger researched General Corporate Law, it also silent in regard to this matter.

 

I spoke with Del Wallace.  Del was involved with the creation of the Bylaws and Articles of Incorporation and signed the documents as secretary.  Del agrees that it was the intent for the Bylaws and Articles of Incorporation to limit OFSRA board members to OFSRA members.  He continues on to agree that the omission of appropriate language would have been inadvertent.

 

Based on these features of the documents, all property owners in Sierra Park are eligible to sit on the OFSRA Board of Directors.

 

Throughout this process, nothing was found to effect the requirement to be an Odd Fellow/Rebekah and a property owner in order to vote on OFSRA business at a members meeting, including the election of board members.

 

The Board of directors discussed the matter and elected to notify the community of the findings.

 

Sincerely,

 

Charles P. Varvayanis

President

Odd Fellows Sierra Recreation Association, Inc.

 

charles@varvayanis.com

 

(209) 586-3782 (Phone)

(209) 586-3761 (Fax)