Dear [Recipient]
Although our distribution list does not include any members of the current Board of Directors, we received the message below from Club Vice President Tor Holm late at night on February 3, 2021, the day after our “Legal Update XVI.” Because Tor Holm is the Club’s Vice President and a Board member and, because he made no statement otherwise, we interpret his message as an official communication. Especially because he is a candidate for re-election, all parties have an interest in seeing his views.
We have therefore pasted his message below verbatim (except that we have placed “[…]” where he used the name of an irrelevant third party not involved in the Club’s election). We have included our reply to Mr. Holm below his message. As you read Mr. Holm’s message, please consider how important each and every vote is in the pending election.
If you have not yet done so, now is a good time to download a ballot and proxy form. The Annual Meeting is this Wednesday!
Date: Wed, 3 Feb 2021 22:25:39 -0500 (EST)
From: Tor Holm <torholm@gmail.com>
To: webmaster@pompanobeachflyingclub.info
Subject: Wrong information
Please note that when I joined the club back in September 2019 when the previous board was in control the member numbers was above 70. So stop this bullshit about Articles of incorporation with max 50 members. I have evidence that the club did not look at that before we took over. So […], please if you poste something be correct. All these postings have been copied and will be used. Sick and tired of all this lying shit. Will use it now.
Date: Sun, 07 Feb 2021 11:54:22 -0500
From: webmaster@pompanobeachflyingclub.info
To: Tor Holm <torholm@gmail.com>
Subject: Re: Wrong information
Tor,
We agree that the Club had more than 50 members when you joined, although we believe there were 66 members in September 2019, not “above 70.” By the end of 2019, the Club’s membership had dwindled to below 60, with a trend some withdrawing members and others blamed on the intolerable personal attacks by you and others now on the Board. So you are certainly correct in noting that there were more than 50 members on the roster before you took office in February 2020. While it appears the previous Board was unaware that any other controlling Club governing document existed (i.e. the Articles of Incorporation), our point has been that the Club has had a roster of more than 50 members for your entire term, and for the vast majority of your term, the Club has been aware that the Articles of Incorporation existed. The Board you have been on, however, took no action to comply with the Articles of Incorporation at any time after you learned of this absolute 50-shareholder limit. In fact, on the contrary, the current Board continued to accept and even promote the addition of new members without any regard to this limitation. These facts may frustrate you, but they are irrefutable.
It is certainly unfortunate the Board that preceded yours was unaware of the 50-shareholder limit in the Articles of Incorporation, but that only indicates any transgression was inadvertent, not an intentional violation. Our focus, however, is on current policies and operations, since they are more relevant than historical. Critical review of current policies and operations also illuminate how the Vice President and rest of the Board seeking re-election have managed the Club over this past year. Since you are running for re-election to the Board as an incumbent candidate, the effects of your decision-making are more than fair discussion topics. These are issues for the voters to decide. That said, it’s entirely improper for an incumbent candidate to send threatening and intimidating emails if he thinks certain views are inconvenient or not helpful to his re-election bid. Again, the voters have the right to decide.
We note that, on March 19, 2020, barely a month after your term began, the Club’s newly-retained attorney sent a letter to former Treasurer Carl Kennedy demanding, among other things, the Articles of Incorporation. A month later, the Club sued Carl in Broward County for the documents requested, using the March 19, 2020 letter from the Club’s attorney as evidence of the Club’s demand. This letter and all other filings in the case are publicly available on the Broward County Clerk’s website.
Thus, the current Board was certainly aware at that time the Articles of Incorporation existed and governed the Club’s operation. The Club’s attorney certainly would have known the Articles of Incorporation were on file with the State of Florida, publicly available to anyone. At that moment, it was incumbent upon the Board to immediately obtain the Articles of Incorporation and comply with them. Thus, at least by March 19, 2020, all members of the current Board knew that the Articles of Incorporation existed, that they were publicly available, and that they were absolutely authoritative. Nothing in the By-Laws or Operational Rules or any other Club policy can lawfully conflict with the Articles of Incorporation. No corporation can legally function in conflict with its Articles of Incorporation. In short, the Board was or should have been aware of the provisions of the Articles of Incorporation by March 2020, so you have absolutely no excuse for taking actions contrary to their provisions (such as purporting that it was proper to amend the Operational Rules in May 2020 to allow for more shareholders than the Articles of Incorporation allowed).
Regarding that revision to the Operational Rules in May 2020, we note that you and your fellow Board members revised the Rules to remove the stated 50-member limit (you changed it to 16 members per aircraft). While previous Boards may not have known the origin of the 50-shareholder limit, that is not the case with the current Board. You and your fellow Board members were well aware that the Articles of Incorporation existed on or prior to March 19, 2020, and thus should have been aware of its contents, and taken action toward compliance. Instead, you continued allowing, and even promoted, new members above the 50-shareholder limit contained within this governing document.
You seem to be upset that we have pointed out that the current Board allowed and even promoted increasing membership above the 50-shareholder limit in the Articles of Incorporation. You also seem upset that we have reported on your affirmative action to compound this defect at a time you knew, or should have known, of the conflict with the contents of the Articles of Incorporation. Instead of capping shareholders to 50 as required by the Articles of Incorporation (or at least suspending new membership enrollment until the defect could be disclosed, studied, and properly addressed), the current Board has not only accepted more new members, but has touted this increase even after being well aware of the 50-shareholder limit.
These are all facts that cannot reasonably be in dispute. These facts may be inconvenient and may bother you, but they are facts nonetheless.
Regarding the intimidation and threats in your expletive-laced message, we feel your conduct is wholly unprofessional and unbecoming an officer of any organization, let alone an incumbent Vice President campaigning for re-election and presumably promising voters to responsibly represent their interests. Your threatening communication appears to be intended to introduce a chilling effect within whatever field of candidates may rise to challenge you and the others on the Board. It seems you prefer a campaign landscape that you have pre-sanitized by suppressing dissent and/or limiting the free speech of others who might raise subjects you don’t want to see discussed.
In closing, you have never been on our distribution list, so you can’t claim to be bothered by unsolicited messages. Additionally, although we invite feedback, we kindly request that you refrain from unsubstantiated speculation, expletives, threats, and intimidation if you wish to correspond with us in the future.
Sincerely
webmaster@pompanobeachflyingclub.info