2/27/22, 12:45 PM
On February 14, Ranch Matters published a report titled: WILD BILL’S BUCKING RODEO that dealt in part with conflicts of interest and fiduciary duties related to the Ranch Officials.
SEE STORY FOR DETAILS
We stated, Oregon Law (65.361) requires Directors to disclose their personal conflicts of interest with the implication being, actions taken without full disclosure may be attacked and overturned as void.
We pointed out that Ranch attorney Kevin Harker’s firm has addressed “Board Members Conflicts of Interest” in one of his own articles. He said: “Always disclose to the other board members and the OWNERS any conflicts of interest. Explain exactly what the relationships are and whether a direct or indirect benefit” may result.
Lawyer Harker continues in his article, “Board Member Fiduciary Duties”: “Board members must act in the best interests of the ENTIRE membership. This also implies that directors must put their own interests below the interests of the community, even if those interests conflict.”
Directors have a responsibility to act “PRUDENTLY” and act with care and seek advise, 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 failures to comply with Oregon law. Failure of a Director(s) to act in good faith is GROUNDS FOR A DIRECTOR’S PERSONAL LIABILITY.
Director Julia Randall has disclosed that she was lied to by Ranch President Bill Burt regarding significant aspects of the promoters contract.
She further confirmed that the “rushed” contract was signed right after the Board approved it on February 10.
Oregon law tends to allow a lot of leeway for the homeowner’s boards, but there are some laws that MIGHT be relevant at this time.
ORS 65.174 addresses “Derivative suits” and states: (1) A proceeding may be brought in the right of a domestic corporation or foreign corporation to procure a judgment in the corporation’s favor by : (a) Any member or members having TWO PERCENT or more of the voting power or by 20 MEMBERS, whichever is less; (b) Any Director; or (c) The Attorney General, if the domestic corporation or foreign corporation is a public BENEFIT corporation or a religious corporation…”
“…TWO% OR MORE OF THE VOTING POWER OR BY 20 MEMBERS…”
Ranch Matters Staff