TO CONDO OR NOT TO CONDO "?"

[Andy]

Hi Folks,

Dr. Eversmann sent a letter dated 9 July 2008 to all cottage owners
and share holders that reports on the work of the Governance Committee
which is exploring the possible change to the governance of the Park.

For your ready reference I have uploaded a copy of the letter and its
two attachments so they may be viewed online as an image or downloaded
and printed for your convenience.

Dr. Eversmann asks that you direct your comments, concerns and/or
suggestions to him in writing so they can be incorporated into the
decision making process of the consultants and the Board of Directors.

I encourage you to post a copy of any such communication here for all
to view and perhaps ask you questions and/or contribute additional
thoughts.

If you want to share your thoughts and are unsure about how to post to
this forum, snail-mail or email me a copy and I will be glad to post
it for you.

Warmest Regards,
Andy Breece

[Gere]

As you can imagine, there is much discussion regarding the proposed
changes to the "governance" of Linwood. There are some misconceptions
that need to be cleared up:
1. The proposal does not convert Linwood to a Condo type
association. Actually, I don't believe it is anticipated that there
will be any significant change to the Company. What is proposed is a
re-distribution of the shares to bring ownership back into the cottage
owners.
2. The Committee has requested funds from the Board to complete a
real estate appraisal and a valuation of the Company to determine a
price per share for the stock. The costs, as reported by Dr.
Eversmann are quite extensive. For example, he stated that the
valuation of the company could cost as much as $50,000. This number
is probably high by more that a factor of 10. A more realistic cost
would be between $3,500 and $5,000, tops.
3. Many of us question the need of the valuations, at this
juncture. What is needed is a price that the sellers are willing to
accept and the price the buyers (cottage owners) are willing to
accept.

The Cottage Owners Association believes that the process can be done
with a minimal financial impact on individual cottage owners,
depending on how the company proceeds. We have asked to have Greg
Seeley appointed to the committee to represent the cottage owners.
However, that has not been accepted by the Board, at this point.

Generally, this would accomplish the same end result as the resolution
passed by the previous Board, but at an accelerated rate. The
resolution could have taken a few generations before the goal was
accomplished. Therefore, I support the effort as long as it is easily
affordable by each cottage owner.

[Tom Crowley]

Gere:

I would like to set the record straight (as I remember it) as to Greg
Seeley, candidacy for a seat on the "Governance Committee." At the last
Linwood Park Board Meeting Ann Peters, brought forward Greg Seeley's name.
Advising he was an excellent candidate, "as his Law Firm handle these
matters all the time." It was never brought to a vote. Just as Ann mentioned
his name, etc, President William Eversman, advised the Board, that he had
been asked by the members of the Governance Committee, not to accept any
additional members at this time.

Thanks in advance for your time and attention.

Ps: Our Linwood Park looks beautiful, really beautiful. Matt & his crew
should be congratulated for their hard work.

Tom Crowley
safet...@mindspring.com
Ph: 216 233-0858
Fax: 440 777-9238

[hand...@aol.com]

Hello to All, Tom is correct in every way. During the fact finding that the committee is doing additional members are not necessary. No vote was taken by the Board at the meeting of July 12, 2008. Bill Eversmann

---

The Famous, the Infamous, the Lame - in your browser. Get the TMZ Toolbar Now!

[Andy Breece]

Dr. Eversmann,

Thank you for the clarification.

Who is on the Governance Committee?

Referring to your 9 July letter, who are the consultants and how do they relate to the Committee and its fact finding efforts?

Was the board unanimous in deciding who should be on the Committee and what consultants needed to be hired? Are the consultants part of or in addition to the Committee's request for $50,000 for appraisal and valuation?

Regards,

Andy Breece

[hand...@aol.com]

Hello to All, The members of the Governance committee were identified in my April letter to all cottage owners and shareholders. The governance committee after considerable discussion selected the consultants and as other items have been addressed in Linwood Park and because of the ongoing criticism the selection was addressed, as was outlined in the meeting of July 5, 2008 (the annual Meeting of the LPCOA), so that the many critics of almost any action of the Board of Directors could be assurred that every possible guarantee had been addressed to insure impartiality on the part of the Board and consultants. Accordingly the law firms of Stumphauzer and O'Toole of  Sheffield and Baker and Hostetler of Cleveland and Columbus were selected, and this also was noted at the July 5, 2008 Meeting. Concerning the Governance issues the consultants respond to the Committee. The remaining questions concern details of the work of the Committee which at this time have not been discussed outside the committee and will not be discussed until the work of the committee has progressed and been reported to the Board of Directors. This is the ageement that the Committee has within its members and with the Board. Please understand that the Board has and recognizes its responsibility to the shareholders and is trying to act accordingly. 
 William Eversmann 

[Andy]

Gere (et al.),

I'll post a new topic concerning your comments about the $50,000
appraisal but your focus on the redistribution of shares threw me.

Dr. E's 9 July letter said that two types of Condominium approaches
would be considered along with other alternatives but you say that
simply a redistribution of shares is on the table --- so now I don't
know what to think.

What jumped off the page at me was Dr. E's lease review comment
"Accordingly all leases must be reviewed and all must be updated to
current dates." Seems to me like we're putting the cart before the
horse before we even know what road we are going to take.

Not so rhetorical questions come to mind,
i. Where did this come from?
ii. Did the Governance Committee make this decision?
iii. Did the Board approve this decision?
iv. What are the legal implications of re-dating?
v. If, in fact, all we are talking about is share "redistribution",
why would the leases be affected at all?

The preemptive phrase "must be updated to current dates" is
bothersome. Seems to me that there may be a critical difference
between "renewing" and "re-dating" the original lease. The exact form
of the action may affect what state laws are applicable to the lease
and the leaseholder's rights and obligations, not to mention the
lessor's responsibilities and liabilities.

To put it succinctly, if you "re-date", is the lease now based on the
laws in effect at the time of the new date, not the original lease
date? In particular, the lease citation of "laws in effect" would now
have a new effectivity date.
Seems to me that most code updates and revisions as well as new laws
have some kind of grandfather clause or phrasing; would not re-dating
make the original context of our leases irrelevant ... perhaps, even
affect renewability or durability?

Regards,
Andy