Review of the 24th Annual Missouri River Ranch and Eagle Canyon Ranch Meeting
This is a review of the 24th Annual Meeting. It is intended to offer an opinion in response to the Meeting Minutes.
As mentioned earlier in this review more would be covered regarding operating a Corporation as it was operated 20 years ago.
Technology as we are all aware has change significantly over the last 20 years. You are reading this review on a computer which you could not do in 1997.
A checking account under the name of the Missouri River / Eagle Canyon Ranch Landowner’s Association is utilized to pay bills associated with the Missouri River and Eagle Canyon Ranch landowners expenses.
Funds for this account are obtained from the Landowners fees.
Beginning in 2009 it became policy to provide copies of the checks used to pay bills with the Agenda for each meeting. The copy of the checks include the Bank Account Number and Bank Routing Number.
Utilizing these numbers, fraud can occur involving the use of the Automated Clearing House (ACH) to transfer funds from businesses and individuals by hackers and can be accomplished with the account holder(s) never being aware until it is too late.
Why are copies of the checks with the Account Number and Routing Number for the account which holds the Landowner Fees being provided to the public. Once the Agenda (which includes copies of the checks) is disseminated to the Members the control of this information is lost and can be given to anyone.
This policy is promoted in the minutes to justify operating the MRR and ECR subdivisions under a MRR umbrella “(see all Annual Meeting minutes, banking (including name on the checks) and reporting documents) there is no reason to discontinue what’s been working so far”.
Would you hand over your checking account information over to anyone and everyone.
The Corporation Does !!!!
It would appear that the opinion of the Board of Directors and Corporate Officers is to continue this policy since it has been working “so far”. Utilizing this outdated procedure, this policy should continue working right up to the point where a hacker/thief siphons money out of the account with no one held responsible since the account is under the Missouri River /Eagle Canyon Ranch Landowners Association which does not exist. If checks continue to be provided the Routing number and Account Number should be blocked out.
It is stated the “Developer didn’t intend on so many people living out here full time” and “the 5 position Board has been modified over the last 20+ years in an effort to do “what works” for the landowners”. This statement would indicate since the merger of two subdivisions was not accomplished, an effort to force the two subdivisions to operate as one entity utilizing a Missouri River Ranches (MRR) single entity umbrella and a “common law marriage” is now implied. It is important to note that a “Common Law Marriage” as outlined in Title 40 of the MCA (Montana Code Annotated) does not in any way refer to “Corporation(s)”. Using a statement such as “one entity operating under the MRR umbrella” has now forced the liabilities of other nonentities (nullity), (eg Eagle Canyon Ranch Landowners Corporation) on to the MRRLC and persons, inferring precorporation transactions where known by all parties and a representation of a de facto / estoppel corporation is made with knowledge the corporation was not in fact formed or is not a de jure corporation( A business that has complied with all the requirements of its state incorporation statute and is legally allowed to do business as a corporation) (See Part 1).. Creating an umbrella corporation (entity operating under the MRR umbrella) in which the Missouri River Ranch Landowners Corporation (MRRLC) is the controlling corporation and the subsidiary corporation is Eagle Canyon Ranch Landowners Corporation (ECRLC) (an ostenible de jure corporation) as one “entity” implies the MMRLC is assuming to act as the Eagle Canyon Ranch Landowners Corporation which is not a de jure corporation (A de jure corporation is one that is lawfully chartered by a state government, and is recognized as a corporation for all purposes). (§35-1-119). “Because the Landowners Corporations [sic] have been operated as one entity”
Much has changed over the last 20 plus years and more property owners are living here year around. There is now a property owner who owns numerous lots in the MRR and ECR subdivisions and holds a large voting block which was not the case 20 years ago. This property owner has expressed his concerns regarding the operation of the MRR and ECR subdivisions, the Board of Directors, and policies regarding Covenants.
The a fore mentioned property owner has been disregarded and dismissed as is the case of financial and corporate policies and procedures (eg Bylaws, filing for permits, disregarding and ignoring state laws, etc), and attorney recommendations in favor of a 20 plus year old business model used to exempt all corporate and personal responsibilities of corporate officers or directors thereby making the property owners / corporate members responsible for actions of an unaccountable corporation and individual(s). This opinion is corroborated by a statement made by one of the Presidents of the MRRLC, Mr. Crittenden at the annual meeting which he stated “People come in here trying to enforce rules and stuff upon us”. Mr Crittenden did not elaborate what rules he was referring to, but based on past noncompliance with state and federal laws as they pertain to the North Fork of Stickney Creek, it would appear these laws could be some of the rules/laws that people are enforcing upon us.
( https://www.dearbornloa.com/documents) a legal challenge could have profound financial consequences for the ECR and the MRR subdivisions (see update below) not to mention the policies and practices that could be at issue. The DMLA held meetings in September of 2016. Based on the decisions made at those meetings the Plaintiff filed a suit in Cascade District Court. This demonstrates that Corporate business conducted at meetings of the landowners has a direct impact on the actions that can be taken by other parties. For this reason alone it is extremely important that the meeting minutes be concise, accurate and not editorialized or have comment(s) placed in the minutes that did not occur at the meeting. (See the comments on the Meeting Review Page).
Continued references are made to MRR & ECR Landowners Association in the Agenda and the Meeting Minutes. If in fact there is a Landowners Association where are the policies governing the Association and where is the membership list of the Association. The Contract(s) for Deed and the Warranty Deed(s) that have been issued specifically states “Buyers shall be required to become a Member of the Missouri River Ranch / Eagle Canyon Ranch (respectively) Landowners Corporation” A “Landowners Association” is never mentioned.
Decisions made by the Board of Directors [sic] Corporate Officers, and the Developer with little or no input from the stakeholder(s) (a person who has an interest in or investment in something and who is impacted by and cares about how it turns out.(members, property owners) that affect the actions and liabilities of the subdivisions can place the stakeholder(s) in an untenable position.
UPDATE: Refer to Part 2. As of the posting of Part Three (this part) of this Review (February 1, 2018) the DMLA owe about $42,000.00 in attorney fees and are scheduled for a jury trial in March. A jury trial could easily add another $10,000.00 to the attorney fees. The DMLA have already paid their attorney $8000.00. $8000.00 + $42,000.00 = $50,000.00 + $10,000.00 = $60,000.00.