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Landowner Meeting Review and Comment Page
On this page you will find Information Regarding Landowner Meetings of Interest to the Eagle Canyon and Missouri River Ranches Landowners.
If your company becomes involved in litigation then your company's meeting minutes will be very important for helping defend against accusations made against it in court. Meeting minutes are considered legal documents and, as such, they provide proof of the decisions made by a company and the circumstances surrounding those decisions. (The Law Dictionary)
The Annual Meeting Minutes have become Editorialized, Important Information is omitted and inaccurate information presented. Agenda's have become inaccurate and information attached to the agenda omitted.
The Review and Comments made on this page are the opinion of the host of this website.
Landowners should do their own research to determine the accuracy of the information.
PART 1
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.
It should be noted that there is NO Missouri River Ranch (MRR) and Eagle Canyon Ranch (ECR) Landowners Corporation as was noted on the meeting minutes. There was never a merger between the two entities. The ONLY existing Corporation is the Missouri River Ranch Landowners Corporation.
It is important to note that the Board of Directors of MRR are representing the Eagle Canyon Ranch Landowners as if the Eagle Canyon Ranch Landowners Corporation existed and was part of the Missouri River Ranch Landowners Corporation which it is not. (see 24th annual meeting minutes) This policy has the potential to create a situation in the future which could not only compromise the landowners of both subdivisions but the Board of Directors personally. The Eagle Canyon Ranch Landowners Corporation (ECRLC) is defunct, and acting in the name of the ECRLC by the Board of Directors or other individuals could expose them to potential personal liability resulting in legal fees being incurred by the landowners. (reference correspondence from Mr. Connors January 10, 2017) (MCA § 35-2-215), (MCA § 35-2-114)
It is stated in the Minutes “Efforts to restructure the Board at one member’s insistence were discarded after a meeting with Developer in which all present determined the restructure not valid, thus keeping the Board members as determined at the Annual LOC meeting”. What is not mentioned is the Board members had agreed previously after a December 6th, 2016 meeting with Mr. Jack Connors attorney for the MRRLC and at the urging of Mr. Mark Lancaster attorney for Mr. Mark Pieloch to restructure the Board of Directors to reflect the make up of the Board and Corporate officers as outlined in the Bylaws. The restructuring of the Board was not just at one members insistence but by consensus of the entire Board and at the behest of Ms. Deanna Lane (Nov 18,th, 2018 letter to Mr. Mark Lancaster and voice mail October 25th, 2016 to Russ Greaves). A recording of the December 6th, 2016 meeting with Mr. Connors and correspondence from Mr. Lancaster is in possession of the Board members and the Developer.
It is also stated that “the developer didn’t intend on so many people living out here full time” as a justification for “what works” for the landowners with reference to the composition of the Board in contrast to the Bylaws. If the Developer did not intend on so many people living out here full time why then in a Great Falls Tribune Newspaper article from Sunday June 16th 1996 does it state “The Lanes’ promotional literature cites no such limitations (reference to seasonal access), however. An eight page full color booklet urges would-be buyers to “Use your land for camping, as a vacation home site or as your permanent residence”. (See Newspaper Article page Click Here to go to the Newspaper Article Page)
As noted in the minutes the Boards composition has been in effect in one form or another for 20 years (but not as required in the bylaws) and that Dirk Larsen of the Larsen Law firm was contacted regarding operating the MRR and ECR subdivisions. As noted by one of the President's of the Missouri River Ranch Landowners Corporation, Mr. Wade Crittenden, at the annual meeting no letter from Mr. Larsen is available to exempt the possibility of a situation arising that could challenge the legality of the arrangement of the Board of Directors and Corporate Officers thereby jeopardizing not only the Corporation but the landowners themselves. Just because policies and procedures have been utilized for over 20 years does not make the policies and or procedures legal, ethical or correct based upon changes in the subdivisions, recently acquired information, and or current technology.
Operating a Corporation as it was operated 20 years ago may not be the best idea. More to come on this later in this review.
As mentioned in the minutes this situation is “similar to a common law marriage”. A common law marriage is entered into through mutual consent and agreement. To date no written mutual consent agreement has been entered into by parties of either subdivision. Only a presumed mutual consent agreement has been implied by the developer. (See additional comments below).
The issues outlined above have less to do with financial concerns as suggested in the minutes but with the actual legal ramifications of operating both subdivisions under one umbrella Corporation which does not have the legal authority at this time to do so regardless of documentation or previous procedures. An umbrella corporation is a standard corporation that owns and controls a subsidiary corporation. ECR is not a Corporation.
In other words, just because something has been done in the past does not mean it is legal or prudent to do so going into the future.
The options to address the MRR and ECR situation were outlined in the minutes. However the option to “Amend the ECR covenant to authorize MRR to enforce ECR covenants and collect assessments”, would indicate that the only entity that can collect the assessments and enforce covenants for the ECR landowners at the present time is the Eagle Canyon Ranch Landowners Corporation. The Eagle Canyon Ranch Landowners Corporation does not exist. This statement does not preclude possible Montana Recreational Properties, Inc (the developer) options for assessment collection or covenant enforcement.
The minutes go on to imply that MRR has enforced the ECR Covenants and collected Assessments for the past 21 years. The Assessments (General Maintenance Fund) have been Billed through Treasure State Ranches Collection Department and most recently as of January of 2018 through Montana Recreational Properties, Inc. (MRP). The assessments have been collected by Big Sky Escrow Services not by MRR. According to the 2107 Annual Meeting Agenda it is stated "Covenants - violations, etc. (Notify Developer in Writing!)" not MRR. This statement is reiterated in the 2015 Annual Meeting Minutes which state "Anyone knowing of a blatant covenant violation should notify the developer (Montana Recreational Properties, Inc.) in writing as well as pictures of same so that we can write to the landowner causing the violation". It is again clear MRRLC is not involved in enforcing the covenants.
Other options to the MRR, ECR situation are possible but were not presented.
Why were Landowners fees paid to an attorney, and authorized by a MRRLC Board Member to address the MRR and ECR merger issue. The merger issue was not created by the Landowners so why were we required to pay the attorney fees in an attempt to correct the issue.
This is PART 1
of the Review of the 24th Annual Meeting of the
Missouri River Ranches and Eagle Canyon Ranches Landowners.
Additional Parts will be posted shortly
PART 3
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.
(See www.csoonline.com/article/2125833/cyber-attacks-espionage/malware-cybercrime-ach-fraud-why-criminals-love-this-con.html). In addition, with the right type of check printing software identity thieves can print checks and begin stealing money out of the account with fraudulent printed checks (https://completemarkets.com/Article/article-post/681/Check-Fraud-And-Counterfeiting) . Stamping “VOID” across a check does not preclude printing fraudulent checks.
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.
As suggested above and in the minutes, the policies and practices which the Board and the Developer have implemented and are utilizing will continue to work until there is a legal challenge. Considering the legal actions being taken against the Dearborn Meadows Land Owners Association Inc, (DMLA) (Click here to view the Case Register Report) (https://www.dearbornloa.com/lawsuit)
( 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.
PART 2
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 indicated in the minutes the intention is to allow a lawsuit to be filed by “them” and assumes that the suit would involve the misuse of landowner assessments and other obligations. “It appears that efforts are being made to break the Landowner’s Corporations up financially, so that we could possibly be accused of misuse of the LO funds that have been earmarked for annual road maintenance)”According to Subparagraph 6 “USE OF ASSESSMENTS” of the Declaration of Easements and Rights-of-Way “[1] Monies received by way of any assessments from Grantees shall be used by the Missouri River Ranches Landowners Corporation solely for subdivision purposes, including, without limitation, road and right-of-way maintenance.”[a.].
However, the suit could involve other areas such as the Board of Directors governing itself pursuant to the bylaws, addressing the failed merger of MRR and ECR subdivisions, enforcement of covenants, Easements, the use of the Bylaws, compliance with state laws and possibility a derivative action (MCA TITLE 35 PART 13) (MCA Derivative Actions Rule 23.1) on behalf of the Corporation. Most if not all of these could be addressed before a suit could be filed by “them” reducing the possibility of unnecessary expenditures of legal fees by the landowners. It is also stated “we would then have another R.E. attorney represent MRP, Inc. Does this statement mean that the landowners fees are to be used for an attorney(s) to represent Montana Recreation Properties, Inc. (MRP) ? Missouri River Ranches Landowners Corporation is a separate corporation from MRP. Why are the subdivision landowners required to pay for MRP legal fees [1] ? As stated in Warranty Deeds and Land Purchase Contracts for Deed, MRP are the seller(s) the purchasers are not members in this corporation.
Doesn’t it make sense to correct the issues that the Board of Directors, Corporate Officers and other individuals are aware of? Rather then allow “them” to file a suit?
As an example the Dearborn Landowners Association Inc, have had to pay as of September 14th, 2017 legal fees of $8,025.00 and still owe over $20,000.00 in legal fees for a lawsuit filed against the Association over road access. (see https://www.dearbornloa.com/dues) *See Part 3 for update*
The out come of the JRN HOLDINGS LCC vs. Dearborn Meadows Land Owners Association Inc, (Click to see the Case Register Report) Court Case could have a direct effect on the easements in the MRR and ECR Subdivisions. As noted by the Secretary Treasurer of the Dearborn Landowners Association “This is an important landmark case”. This legal proceeding could cost the Dearborn Landowners Association tens of thousands of dollars.
DO WE WANT TO POSSIBLY GO DOWN THE SAME PATH WITH A POSSIBLE PREVENTABLE LAWSUIT...
Another area of concern is Liens. The last time Liens were filed by the Missouri River Ranches Landowners Corporation or the Eagle Canyon Ranch Landowners Corporation with the Lewis and Clark Clerk and Recorders office was 2011. Liens filed through the Missouri River Ranch Landowners Corporation are not addressed in this review. (Click here to See the Current Status of the filed Liens in the Eagle Canyon Ranch Subdivision)
The Liens filed by Eagle Canyon Ranch Landowners Corporation Lien for Assessments Fees are questionable. The Eagle Canyon Ranch Landowners Corporation was Involuntary Dissolved by the Secretary of State of Montana on December 2, 1996. As per Montana Code § 35-6-103 “The defaulting corporation may, by reason of such default, be dissolved involuntarily by an order of the secretary of state in accordance with the provisions of this chapter and thereby forfeit its right to transact any business within the state”. As a result of the dissolution a defunct corporation can neither sue or be sued. "In general, a lien is a court order placed on one party's personal property to satisfy debt owed to a third person or entity. The third party seeking to place a lien on a settlement must file a lawsuit through the court system. "
The liens filed by the Eagle Canyon Ranch Landowners Corporation are filed on a landowner as being indebted to Eagle Canyon Ranch Landowner Corporation and “is due and owing to the Landowners as authorized and directed by the directors of the Landowners”. The liens are signed by a Secretary for the Eagle Canyon Ranch Landowner Corporation. (Click here to See Lien Filing example)
Since the Eagle Canyon Ranch Landowner Corporation forfeited its right to transact any business in the state due to the corporation being Involuntary Dissolved how can the corporation Board of Directors, of a nonexistent corporation direct lien(s) to be filed on behalf of the dissolved corporation and a Secretary of the dissolved corporation affirm the lien(s).
During the annual meeting Mr. Joel Lindenmuth had questions as to the Lien that was filed on his property. He also had a question as to Deanna Lanes resignation letter which was included in the 2016 meeting minutes mailing. Mr. Crittenden in response to Mr. Lindenmuth question was “No” and that she decided to re assume the duties of Secretary (paraphrase). Ms. Lane in fact did resign. Ms. Lane was elected by the Corporate Members at the 2016 Annual Meeting. If Ms. Lane resigned how did the board reinstate her since the members initially elected her. If the Board reserves the right to revisit a decision/vote by the membership (see 2016 Annual Meeting Minutes) to remove, appoint, or reappoint Officers or other elected individual(s) (eg Road Committee Chairman) elected by the members then why bother having an election. (See comments in Part 3 regarding accountability)
References
[a] DECLARATION OF EASEMENTS AND RIGHT-OF-WAY (filed 1994 – 1991 respectability)
USE OF ASSESSMENTS: Monies received by way of any assessments from the Grantees (property owners) shall be used by the Eagle Canyon Ranches Landowners Corporation solely(exclusively) for subdivision purposes”.
USE OF ASSESSMENTS: Monies received by way of any assessments from the Grantees (property owners) shall be used by the Missouri River Ranches Landowners Corporation solely (exclusively) for subdivision purposes”.
It would appear the MRR and ECR subdivision landowner fees are commingled and are used for right-of-way maintenance and other purposes without limitation and without respect to the individual subdivisions. This in contradiction to the DECLARATION OF EASEMENTS AND RIGHT-OF-WAY which implies the assessments are to be used for the respective subdivision and not used outside the subdivision’s purposes.
This is PART 2
of the Review of the 24th Annual Meeting of the Missouri River Ranches and Eagle Canyon Ranches Landowners.
Additional Part will be posted shortly
(29) "Person" includes any individual or entity. (16) "Entity" includes: (a) a corporation
and foreign corporation; (b) a business corporation and foreign business corporation;
(c) a profit and nonprofit unincorporated association;
