However, if you make the cut and are elected, the Association expects you to place the members interests above yours. “I will be expected to work constructively on behalf of the members of the Association by placing the interests of the Association as a whole above personal concerns and interests.”

Further, being selected requires the candidates to be familiar with all of the Associations governing documents which includes or should include, the operative laws-Oregon Revised Statute (ORS) 94 and ORS 65 along with all the rules.

ORS 65 rarely, if ever is talked about and yet it plays a significant role in the governance of the Association and directors fiduciary duties.

As previously reported, Crooked River Ranch (CRR) hired gun/attorney, Kevin Harker has written articles in the past directly related to directors fiduciary duties and loyalties. “Board members must act in the best interests of the ENTIRE membership (emphasis added)…”

Directors have a responsibility to act “PRUDENTLY” and act with care and seek advice, as well as seek information “when necessary in order to make informed decisions.”

ORS 65.357(3) notes a director may not be acting in good faith, when ignoring information indicative of failure to comply with Oregon law. Failure of a director(s) to act in good faith can be GROUNDS FOR A DIRECTOR’S PERSONAL LIABILITY (emphasis added).

The Oregon Attorney General’s Guide to Oregon Nonprofit Board Service covers directors responsibilities and duties. “In carrying out board responsibilities, the law generally imposes three duties of trust. They are regularly described as the duties of due care, loyalty to the corporation and obedience to the law.”

Directors hold a duty to investigate. The Attorney General’s Guide states a Director’s “Duty of Due Care” includes active participation and reasonable inquiry.

“Directors should request and receive sufficient information so that they may carry out their responsibilities as directors. When a problem exists or a report on its face does not make sense, a director has a duty to inquire into the surrounding facts and circumstances.

The director also has a duty to investigate warnings or reports of officers or employee theft or management.”

“Duty of loyalty: Decisions regarding the organization’s funds and activities must promote the organization’s public purpose rather than private interest. Any potential conflict transaction should be scrutinized closely by the board with the realization that the public will predictably be skeptical of such arrangements.”

“Duty of obedience: Directors have a duty to follow the organization’s governing documents

(Articles of Incorporation and Bylaws), to carry out the organization’s mission and to ensure that funds are used for lawful purposes. Also, directors must comply with other state and federal laws that relate to the organization and the way in which it conducts its business.”

Typically board members wear the cloak of immunity and they routinely use it against targeted Association members. However, directors can be subjected to litigation “alleging that a loss was due to their gross negligence, willful or fraudulent acts.”

Some current and former Ranch Officials have used attorney Harker’s services as their private gun to go after certain Association members deemed the enemy. They have imposed three specious/punitive/retaliatory resolutions as a means to silence, control and intimidate members.

Financial Fines and Liens have been imposed without benefit of presenting statutorily required defense, further denying members Due Process.

Directors offer neither real explanations or informed documentation for questionable actions or inactions leaving the membership many times holding the bag-paying the freight.

Directors come and go, but the one single constant is Ranch Manager Judy Lapora. Her influence along with her army of followers have unbridled power and authority. So, if you make the cut and can blindly follow orders, suspend your critical thinking skills, disregard statutory duties

WELCOME ABOARD.

 

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RANCH MATTERS CRR, LLC

JOHN STEVENS & DAVE STANGLAND