The fair and proper conduct of elections is the bedrock of our American democracy and the American democratic process wherever and whenever it is practiced.
Suppressing voter participation in elections is a strategy used worldwide by regimes to reduce their chances of losing control. We can find evidence of this undemocratic behavior close to home at the recent Portsmouth neighborhood association election.
If the authorities do not take action (see letter to Chief Sizer below), especially the Office of Neighborhood Involvement (see letter below at bottom), then long time critics, such as the Oregonian editorial board, will be on solid ground next time they criticize the validity and legitimacy of ONI and any neighborhood association in Portland.
The Court of Public Opinion is now in session and you are a judge.
Richard Ellmyer
*********************************
From: ellmyer@macsolve.com
Subject: Request To Investigate The Community Association of Portsmouth Corporation
Date: July 15, 2008 3:23:21 PM PDT
To: chiefsizer@portlandpolice.org
Cc: policeIandR@portlandpolice.org, dhenderson@portlandpolice.org, tgriffinvalade@ci.portland.or.us, aalarcon@ci.portland.or.us, michael.d.schrunk@mcda.us
Dear Chief Sizer:
At the direction of Multnomah County District Attorney Mike Schrunk (see letter below), I request an investigation into the election of board members and corporate officers of the domestic nonprofit corporation The Community Association of Portsmouth DBA the Portsmouth Neighborhood Association.
I allege that TCAP/PNA violated state laws, Office of Neighborhood Involvement guidelines, TCAP/PNA bylaws, TCAP/PNA administrative rules and other generally accepted rules of american democratic election procedure to such an extent that all actions taken by TCAP/PNA on and after June 10, 2008 and perhaps some before that date are illegitimate.
Your investigation can be aided and expedited by North Precinct Commander Donna Henderson who was present throughout the June 10, 2008 PNA general meeting. In addition to Commander Henderson, a member of ONI staff, Tom Griffen-Valade was also in attendance at the June 10th forum. Both of these city employees can attest to many of the facts stated in my complaint below.
Please acknowledge that you have received this request. Thank you.
Richard Ellmyer - PNA member, Portsmouth neighborhood homeowner, business owner and resident since 1975.
From: "SCHRUNK Michael D" <michael.d.schrunk@mcda.us>
Date: July 15, 2008 12:17:18 PM PDT
To: <ellmyer@macsolve.com>
Subject: FW: Reply to your e-mail
Mr. Ellmyer:
You have submitted a request to examine certain potential criminal allegations against the Community Association of Portsmouth. The practice of our office is to consider for criminal prosecutions only those investigations that have been conducted by police agencies. In this manner we can be assured that these investigations were conducted by law enforcement professionals with the expertise and resources to effectively determine the facts of a particular case. Please discuss your concerns with a local law enforcement agency so that they can conduct such an investigation. The results of that investigation will be forwarded to this office for prosecution if that agency determines that the evidence justifies such a prosecution.
Very truly yours,
Michael D. Schrunk, District Attorney
Multnomah County, Oregon
@@@@@@@@@@@@@@@@@@@@@@@@@@
From: ellmyer@macsolve.com
Subject: Request To Investigate The Community Association of Portsmouth Corporation
Date: July 14, 2008 9:07:50 AM PDT
To: michael.d.schrunk@mcda.us, DA@mcda.us
Dear Multnomah County District Attorney Mike Schrunk:
I request an investigation into the election of board members and corporate officers of the domestic nonprofit corporation The Community Association of Portsmouth DBA the Portsmouth Neighborhood Association.
I allege that TCAP/PNA violated state laws, Office of Neighborhood Involvement guidelines, TCAP/PNA bylaws, TCAP/PNA administrative rules and other generally accepted rules of american democratic election procedure to such an extent that all actions taken by TCAP/PNA on and after June 10, 2008 and perhaps some before that date are illegitimate.
I ask the Multnomah County District Attorney to consider the remedies mentioned below and any others which would come to your attention to grant relief to the 8,000 citizens of the Portsmouth neighborhood who have been disenfranchised from their legitimate participation in the domestic nonprofit corporation The Community Association of Portsmouth DBA the Portsmouth Neighborhood Association.
Statutory Basis For Some Remedies:
ORS 65.661 Grounds for judicial dissolution. (1) The circuit courts may dissolve a corporation:
(a) In a proceeding by the Attorney General if it is established that:
(B) The corporation has exceeded or abused the authority conferred upon it by law;
(E) The corporation is a public benefit corporation and is no longer able to carry out its purposes;
(B) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive of fraudulent;
ORS 65.038 Judicial relief. (1) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates or directors, or otherwise obtain their consent in the manner prescribed by its articles, bylaws or this chapter, then upon petition of a director, officer, delegate, member or the Attorney General, the circuit court for the State of Oregon for the county in which the principal office designated on the last filed annual report, articles or application for authority to transact business is located, or if none, within Oregon, Marion County, may order that such a meeting be called. The court may also order that a written ballot or other form of obtaining the vote of members, delegates or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances.
ORS 65.327 Removal of directors by judicial proceeding. (1) The circuit court of the county where a corporation’s principal office is located, or if the principal office is not in this state where its registered office was last located, may remove any director of the corporation from office in a proceeding commenced either by the corporation, at least 10 percent of the members of any class entitled to vote for directors, or the Attorney General in the case of a public benefit corporation if the court finds that:
(a) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or the director has violated a duty set forth in ORS 65.357 to 65.367; and
ORS 65.084 Challenge of corporate authority; remedy. (1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(2) A corporation’s power to act may be challenged:
(a) In a proceeding by a member or members, a director or the Attorney General against the corporation to enjoin the act;
ORS 65.787 Annual report. (1) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall by its anniversary deliver to the Office of the Secretary of State for filing an annual report that sets forth:
(e) The names and addresses of the president and secretary of the corporation;
ORS 65.990 Penalty for signing false document. (1) A person commits the crime of falsely signing a document for filing if the person signs a document knowing it is false in any material respect with intent that the document be delivered to the Office of the Secretary of State for filing.
(2) Violation of subsection (1) of this section is a Class B misdemeanor. [1989 c.1010 §§12,171]
(Jeanne Knepper filed an annual report as president. She does not qualify for this position and therefore falsly identified her authority.)
Please acknowledge that you have received this request. Thank you.
Richard Ellmyer - PNA member, Portsmouth neighborhood homeowner, business owner and resident since 1975.
The following are rules (italics), statements of fact (numbers in bold) and analysis (statement within [ ]) for your consideration.
On Qualifications For TCAP/PNA Membership
Section 1 Summary:
TCAP/PNA membership rules as stated in the PNA Bylaws and PNA Administrative Rules have been violated to such an extent that the legitimacy of board members, PNA officers and the June 10, 2008 election is challenged.
ITEM I
PNA Bylaws Article II Section 1: membership shall be open to any person who lives, rents, or owns property within stated boundaries of the neighborhood association. ... It shall also be open to one voting representative from each business, organization, church or government agency, which exists with the boundaries of TCAP.
1. As of June 10, 2008 the legally recognized president of the domestic nonprofit corporation known as The Community Association of Portsmouth DBA the Portsmouth Neighborhood Association was Jeanne Knepper.
2. The PNA chair, Jeanne Knepper, did not meet any of these criteria. Jeanne Knepper is not a resident of the Portsmouth neighborhood nor does she own property nor a business in the Portsmouth neighborhood nor does she have written authorization from any business or organization within the PNA boundaries to represent them.
3. Richard Ellmyer has lived in the Portsmouth neighborhood since 1975. His name will be found on various PNA forum and board meeting sign in sheets over the years. His membership privileges to vote are incontestable.
4. MacSolutions Inc. is a for profit corporation located in the Portsmouth neighborhood since 1986. On June 10, 2008 a letter designating Richard Ellmyer to be the representative of MacSolutions Inc. to the PNA was hand delivered to the PNA chair before the meeting began and a copy given to Tom Griffin-Valade, a staff representative of the Office of Neighborhood Involvement. (See Below) MacSolutions Inc. exercised its right to vote and make motions at the June 10 PNA meeting through its authorized representative Richard Ellmyer.
5. An Oregon Public Records Law demand of ONI and PNA reveals no document from the state recognized officers of the domestic nonprofit corporation located within the Portsmouth neighborhood boundaries, namely, University Park United Methodist Church, that authorizes the chair, Jeanne Knepper, to represent the interests and views of said corporation as a voting member, board member or officer of the PNA.
6. The president of the domestic nonprofit corporation University Park United Methodist Church, Scott Jensen, has recently and clearly indicated by email that he will not be authorizing in writing anyone to represent the interests and views of his corporation as a PNA member anytime in the near future. This information was known to ONI staff on May 31, 2008. (An example of an actual authorizing letter is below.)
[Individual members of the PNA are held personally accountable to the community at large for their votes and actions exercised during PNA events. In the case of an organization, which may send different individuals at different times to represent the organization, it is the organization that is held accountable to the community at large for its votes and actions exercised during PNA events not the individual which happens to be representing the organization at any given time or event. Said organization cannot be held accountable - morally, ethically or legally - by the community at large unless there is evidence that said organization officially sanctioned one or more individuals to represent it as member, board member or officer of the PNA. It follows the no person may claim to represent an organization without written authority from the legally recognized officers of that organization.
Since neither PNA nor ONI have produced dated written credentials authorizing Jeanne Knepper to represent the domestic nonprofit corporation University Park United Methodist Church she has no standing as a PNA member. All previous votes and actions and those currently taken by Jeanne Knepper are illegal under the bylaws and raise issues of PNA legitimacy and legality.
While the PNA bylaws do not prohibit an organization from sending a representative that is a salaried staff person for an organization it is nonetheless a questionably ethical choice considering the unfair advantage in time and resources the paid staff person has within a citizen's group otherwise made up entirely of unpaid neighborhood volunteers.]
ITEM II
PNA Bylaws Article V Section 2: C: No member of the board shall serve more than eight consecutive years.
PNA Bylaws Article IX Section 3: ADMINISTRATIVE RULES shall not be in conflict with any rules of order and procedures defined in Sections 1 and 2 of this article.
PNA Administrative Rules 7: Nominating Committee will have five (5) persons, eligible for TCAP membership, and committed to serve the terms elected." ... "A member of the Board of Directors may be elected to the nominating committee after a twelve-month period has elapsed following a completed term. The combined period of consecutive time as a board member and nominating committee member shall not exceed the five consecutive year limitation as stated in the Bylaws for board membership.
PNA Bylaws Article IX Section 3: ADMINISTRATIVE RULES shall not be in conflict with any rules of order and procedures defined in Sections 1 and 2 of this article.
1. Neither the names of its members nor the existence of a Nominating Committee was mentioned at either of the previous two board meetings nor the June 10 forum meeting.
2. A five year consecutive limitation on board membership is in conflict with the bylaws 8 year limit.
[The legitimacy of all board members serving more than five years is challenged by the conflict between bylaws and administrative rules. The nonexistence of a nominating committee challenges the legitimacy of the June 10, 2008 election.]
ITEM III
PNA Bylaws Article V Section 2: C: No member of the board shall serve more than eight consecutive years.
1. The more precise wording which would capture the clear intent of this section to set clearly implied term limits is, No member of the board shall [be elected/appointed to] serve more than eight consecutive years.
2. Term limits cannot be subverted because an office holder resigns prior to the end of a term in order to illegally extend the term in office indefinitely.
3. Susan Landauer has been elected/appointed to serve on the PNA board at least 5 times starting in 1999 or before. This makes her presence, votes and actions on the PNA board illegitimate since May 2007. It is not clear whether Susan Landauer ever served on a Nominating Committee.
[The obvious intent and meaning of this section is to set a limit on the number of consecutive times a person may be elected/appointed to the board. The rule should more precisely have been written, "No member of the board shall be elected/appointed to serve more than eight consecutive years." The term, "serve" alone is too ambiguous. Does it refer to the quality or quantity of service given or not given? Without a precise definition one could argue that one did not "serve" eight consecutive years because one did not give enough time or effort to the job to qualify as having actually "served" time in office during a particular time period. One could also argue that a personal choice to resign a day or a week or a month or a year before the term had expired would qualify one to continued reelection ad infinitum. Neither of these arguments have merit.
Since May 2007 Susan Landauer has been and is clearly now ineligible to serve on the PNA board.]
On Public Announcement Of Elections Of Board Members and Officers
Section 2 Summary:
Oregon Revised Statutes, Office of Neighborhood Involvement Standards, PNA Bylaws and PNA Administrative Rules involving public records and the announcement of annual elections have been violated to such an extent that the legitimacy of the June 10, 2008 election is challenged.
ITEM IV
ORS 65.214 Notice of meeting: (1) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. The corporation is required to give notice to members entitled to vote at the meeting and to any other person specified in this chapter, the articles of incorporation or the bylaws.
(2) Any notice which conforms to the requirements of subsection (3) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered, provided, however, that notice of matters referred to in subsection (3)(b) of this section must be given as provided in subsection (3) of this section.
(3) Notice is fair and reasonable if:
(a) The corporation notifies its members of the place, date and time of each annual, regular and special meeting of members no fewer than seven days, or if notice is mailed by other than first class or registered mail, no fewer than 30 nor more than 60 days before the meeting;"
ORS Oregon Public Meetings Law 192.640: The governing body ... reasonably calculated to give actual notice to interested persons ... of the date tiem & place.
ONI Standards VIII. Open Meetings and Public Records
Neighborhood Associations, with limited exceptions, as noted in this section, shall:
1. Conduct their affairs in meetings open to and with adequate notice to the public, and,
2. Make their records available for public review in accordance with this section.
ONI Standards VIII. Open Meetings and Public Records E. Notice
1. Neighborhood Associations and District Coalitions shall provide the following notice for all meetings and elections described above in section VIII, D: Meetings Open to Public:
a. Notice to the general public reasonably calculated to give actual notice:
i. When practicable, notice of a Neighborhood Association meeting shall be published in the respective newsletter of the Neighborhood Association. Such publication constitutes sufficient notice under this section.
ii. In the absence of such publications a Neighborhood Association should attempt to publish notice in a regularly scheduled for-profit community newspaper, many of which do provide community calendars for free.
PNA Bylaws Article IX Section 2: NOTIFICATION of all TCAP meetings shall comply with the Oregon Public Meeting Law.
PNA Administrative Rules 2: Community Forum Meeting Notice: a) Notice of these meetings will be in local papers, as feasible, and the Oregonian. b) Written notices will be mailed to all currently registered members.
1. There are at least 8,000 interested persons in the Portsmouth neighborhood.
2. A point of information was raised at the June 10th Forum to ascertain if the clear directives of Administrative Rule 2 were carried out. The chair responded that notice was placed in one of two local papers, the Portland Sentinel. An email from the publisher of the Portland Sentinel states that no ad nor notice was placed in the Portland Sentinel to provide details of the PNA June 10, 2008 Forum and election. The chair mentioned no attempt to place an ad or public notice in the other local paper, the Review.
3. No ad nor notice was placed in the Oregonian for the June 10, 2008 meeting.
4. Written notices were not mailed to all currently registered members for the June 10, 2008 meeting.
5. It appears that no notice was placed in the Oregonian for the April 8, 2008 forum meeting nor were notices mailed to all currently registered members for the April 8, 2008 forum meeting.
6. No explanation was given regarding the failure to mail written notices to all currently registered members for the April 8, 2008 and June 10, 2008 forums.
7. The Chair, Jeanne Knepper, announced at the June 10, 2008 forum that Vice Chair Landauer had sent some meeting notices from her personal email list.
[The governing body of the PNA did not comply with the Oregon Revised Statues, ONI Standards, PNA Bylaws and PNA Administrative rule requirements for public notice of a public meeting and election. This failure to comply with ALL of the mandated rules for public notification of an annual election makes a prima fascia case for declaring the PNA June 10, 2008 election null, void and illegitimate. 99% of the residents of the Portsmouth neighborhood were not contacted directly or informed by PNA about the date, time, place and candidates' policy positions prior to the election. Despite the fact that more than $1,000 was available in the PNA budget at the end of May there was no expenditure nor discussion at the April and May board meetings on using any funds for advertising the election and outreach to bring more diverse participation to that upcoming election. Placing notices in both local papers was feasible and ignored. Knowing full well that no written notices were sent to the membership, Vice Chair Susan Landauer's actions to selectively inform only those who might support her views is patently unethical. These actions of the PNA board resemble more of a cabal than a citizens committee.]
On Election Procedures
Section 3 Summary:
Oregon Revised Statutes, Office of Neighborhood Involvement Standards, PNA Bylaws and PNA Administrative Rules involving election procedures have been violated to such an extent that the legitimacy of the June 10, 2008 election is challenged.
ITEM V
ONI Standards Section VIII: Open Meetings and Public Records B. Definitions 6. “Quorum” means the minimum number of general membership, board or committee members who must be present at a meeting in order to take a vote that results in a decision. The quorum must either be a fixed number or number that can be calculated from a clear formula in the bylaws or other rules of the Neighborhood Association or District Coalition. Calculation of a clear formula will allow the quorum to vary for reasons such as vacant seats on a board or committee. It is invalid for bylaws or other rules to provide that whatever number of members is present constitutes a quorum.
ONI Standards Section VIII: Open Meetings and Public Records C. Decisions Shall Be Made At Meetings
Members of a general membership, board, or committee, as established by the governing bylaws, shall make all decisions and conduct all deliberations toward a decision at a meeting open to the public at which a quorum is in attendance.
PNA Bylaws Article IV Section 4: QUORUM
A quorum for any community forum or special meeting of TCAP shall be the number of members in attendance.
1. PNA Bylaws violate ONI's quorum rule.
2. The June 10, 2008 forum did not have a quorum to conduct business.
[Since the June 10, 2008 forum did not have a quorum all decisions, including and especially elections, are invalid. The value of a quorum is especially relevant when the party in power purposefully does not notify the entire membership fearing the possibility of too many votes in opposition to the chair's agenda.]
ITEM VI
ORS 65.001 Definitions. (38) “Record date” means the date established under ORS 65.131 to 65.177 or 65.201 to 65.254 on which a corporation determines the identity of its members and their membership rights for the purposes of this chapter. The determinations shall be made as of the time of close of transactions on the record date unless another time for doing so is specified at the time the record date is fixed.
ORS 65.221 Record date. (1) The bylaws may fix or provide the manner of fixing the record date in order to determine the members entitled to notice of a members’ meeting, to demand a special meeting, to vote or to take any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board of directors may fix a future date as the record date. If no such record date is fixed, then:
(a) To determine the members entitled to notice of a members’ meeting, the record date shall be the day before the day on which first notice is mailed or otherwise transmitted to members in accordance with ORS 65.034, or if notice is waived, the day preceding the day on which the meeting is held.
1. No first notice was mailed to members of the June 10, 2008 forum so no record data could be set.
[Without a record data there is no way to determine who was qualified to vote at any given election or on any matter before the group. Failure to determine who is qualified to vote is prima fascia evidence for declaring the PNA June 10, 2008 election null, void and illegitimate.]
ITEM VII
ORS 65.224 Members’ list for meeting; attorney fees. (1) A corporation shall prepare an alphabetical list of the names, addresses and membership dates of all its members. If there are classes of members, the list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but are not part of the main list of members.
(2) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a reasonable place identified in the meeting notice in the city or other location where the meeting will be held. A member, the member’s agent or the member’s attorney is entitled, on written demand setting forth a proper purpose, to inspect and, subject to the requirements of ORS 65.774 and 65.782, to copy the list at a reasonable time and at the member’s expense, during the period it is available for inspection.
(3) The corporation shall make the list of members available at the meeting, and any member, the member’s agent or the member’s attorney is entitled to inspect the list for any proper purpose at any time during the meeting or any adjournment.
(4) If the corporation refuses to allow a member, the member’s agent or the member’s attorney to inspect the list of members before or at the meeting or copy the list as permitted by subsection (2) of this section, on application of the member, the circuit court of the county where the corporation’s principal office, or if the principal office is not in this state, where its registered office is or was last located, may enter a temporary restraining order or preliminary injunction pursuant to ORCP 79 ordering the inspection or copying at the corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete. The court may award reasonable attorney fees to the prevailing party in an action under this subsection. The party initiating such a proceeding shall not be required to post an undertaking pursuant to ORCP 82 A.
1. No alphabetical list of the names, addresses and membership dates of all PNA members was made available at the forum election.
2. In recognition of the fact that no current voting membership list was made available, a point of information was raised with the chair at the beginning of the meeting asking "Will the chair please identify by name those individuals representing themselves, businesses and organizations in this room that are qualified to vote on any motion at this meeting." The chair refused.
[Without a list of members names and membership dates, which would provide a record date to qualify for voting, it is impossible to challenge anyone's right to vote or to challenge a quorum making the election of June 10, 2008 null, void and illegitimate. The addition of the chairs refusal to identify legal voters can only be seen as part of a conspiracy to manipulate the process to her ends. This audacious denial by Jeanne Knepper, a paid professional religious leader, to provide any written or aural evidence of the legitimacy of those with voting rights demonstrates a cult like domination technique used to squelch any challenge to her "divine" authority. The cult like control of the chair made an appeal to the chair's ruling clearly useless.]
ITEM VIII
PNA Bylaws Article II Section 3: Members shall be handed ballots as they enter the meeting place
PNA Administrative Rules 13: Ballots and Election Committee of no less than three (3) people approved by the Board will be convened at least one month before an election. This committee may be composed of members or non- members of TCAP, but no elected person(s). Their duties include assuring that ballots are given to TCAP members only by using a current voting membership list. Members are given ballots upon entering the meeting. Other duties include collecting and counting ballots, and making a report to the membership prior to the end of the meeting. The report will include number of registered members attending, total votes cast, and number of votes for each nominee. Report will be given to the secretary for TCAP records.
1. No Ballots and Election committee has been identified as having been convened in a timely fashion nor was one publicly observable nor operational.
2. No person assured that ballots were given only to TCAP members.
3. There was no current voting membership list available.
4. No member was given a ballot upon entering the meeting.
5. No approved Ballots and Election Committee member collected, counted or made a report prior to the end of the meeting.
6. No person, including the chair, reported the number of registered members attending, the total votes cast and the number of votes for each nominee.
[The number of significant election process violations makes it self-evident that the election of June 10, 2008 must be considered invalid and illegal.]
ITEM IX
PNA Bylaws Article II Section 3: The requirement for voting shall be registration as a member of TCAP.
PNA Bylaws Article II Section 1: To become a registered member, one Community Forum or Board Meeting must be attended prior to registration.
1. Even if all 8000 residents of the Portsmouth neighborhood had been told about the meeting and showed up to the June 10, 2008 PNA forum - and they were not - 99% of these residents of the Portsmouth neighborhood would be disenfranchised and not allowed to vote for PNA board members, officers and any motion because they had not attended a previous meeting.
2. Several legal residents of the Portsmouth neighborhood attending the June 10, 2008 forum were denied their right to vote for board members, officers and motions because they did not meet the above stated bylaw requirements.
3. In recognition of the illegitimacy and discriminatory nature of the membership rule restricting votes rights, Richard Ellmyer attempted to make a motion before the voting had begun to suspend the restrictive voting rule in order to allow about half a dozen or so Portsmouth residents to participate. The chair refused to allow the motion.
[ORS 65.001 and ORS 65.221 notwithstanding, there is no legal, moral or ethically justifiable argument to refuse those who can prove that they live in the Portsmouth neighborhood a right to vote at any neighborhood forum. Citizens appear at neighborhood meetings when there is something on the agenda that attracts their attention. It is unfair, unreasonable, discriminatory and violates the tenets of citizen participation to deny a resident of Portsmouth the right to vote on matters pertinent to their quality of life based on their previous disinterest in PNA agenda items or lack of notification of meetings. This rule needs to be judged the equivalent of "unconstitutional" by ONI and other state agencies with jurisdiction over public corporations. PNA failed to follow even its own meager rules for public meeting announcements, assuring minimal attendance. You cannot fault people for not coming to previous meetings because they were disinterested in the subject matter or didn't know about the meetings because PNA didn't fulfill its obligation to make the requisite public announcements.
At the beginning of the meeting the chair spent an extraordinary amount of time defending the need to prevent otherwise qualified residents of Portsmouth from voting because they might come in such numbers that they could form a majority and vote against the will of the current establishment. Even if we accept the premise of this indefensible exclusionary voting rule - which we don't - six or eight residents who showed an interest in local neighborhood affairs could hardly be considered a threat capable of a coup d'etat. If the underlying reason of this rule was to prevent a hostile takeover, albeit by local neighborhood residents otherwise qualified as members, then it was clear that this was not even a remote possibility and therefore to suspend the rules in recognition of that fact would have been the proper and reasonable course of action. Sadly, the chair was unable and unwilling to make that reasoned observation and decision.]
ITEM X
ORS 65.227 Voting entitlement of members. (1) Unless the articles or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members, including each matter on which a member is entitled to vote under this chapter or the articles or bylaws.
PNA Bylaws Article II Section 3: Members shall be handed ballots as they enter the meeting place.
PNA Administrative Rules 13: Ballots and Election Committee of no less than three (3) people approved by the Board ... Their duties include assuring that ballots are given to TCAP members only by using a current voting membership list. Members are given ballots upon entering the meeting.
1. No person identified as a member of the Ballots and Election Committee nor any PNA officer nor any other person handed Portsmouth resident and PNA member Richard Ellmyer a ballot either upon entering or at any other time during the June 10, 2008 annual election meeting.
2. The chair refused to allow Richard Ellmyer access to the floor with a point of order making it impossible to request a ballot.
[Failure to distribute and deny a ballot to even one member is such a violation of the rules as to constitute a prima fascia case for declaring the PNA June 10, 2008 election null, void and illegitimate.]
ITEM XI
ORS 65.237 Corporation’s acceptance of votes. (2) If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member if:
(a) The member is an entity and the name signed purports to be that of an officer or agent of the entity;
(3) The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the member.
1. MacSolutions Inc. provided written authorization from an officer of the company for Richard Ellmyer to represent it and vote on its behalf. (See letter below).
2. On and before June 10, 2008 an Oregon Public Records Law demand revealed that no officer of the University Park United Methodist Church corporation had ever provided written authorization to PNA for anyone to represent it and vote on its behalf.
3. On May 28, 2008 the president of the University Park United Methodist Church corporation, Scott Jensen, was specifically asked if his corporation was interested in authorizing a person to represent its views as a member of the Portsmouth Neighborhood Association. An impending election would require a response by June 1, 2008.
4. On May 31, 2008 the president of the University Park United Methodist Church corporation, Scott Jensen, responded to Richard Ellmyer and ONI staff, Tom Griffin-Valade, without authorizing anyone to represent the views and interests of the University Park United Methodist Church corporation.
5. Jeanne Knepper is not an officer of the University Park United Methodist Church corporation, she is a paid staff employee.
[ With no written evidence to prove that Jeanne Knepper was an authorized agent of the University Park United Methodist Church corporation and the written statement of May 31, 2008 by the president of the University Park United Methodist Church corporation, Scott Jensen, making no mention of his intent to authorize anyone to represent the interests of the University Park United Methodist Church corporation, it becomes abundantly clear and irrefutable that Jeanne Knepper was not on or after May 31, 2008 legitimately authorized to represent the University Park United Methodist Church corporation.]
ITEM XII
ORS 65.244 Voting requirements. (1) Unless this chapter, the articles or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of a majority of the votes represented and voting is the act of the members.
ORS 65.251 Other methods of electing directors. A corporation may provide in its articles or bylaws for election of directors by members or delegates:
(4) By any other reasonable method. [1989 c.1010 §66]
ORS 65.334 Vacancy on board. (1) Unless the articles or bylaws provide otherwise, and except as provided in subsections (2) and (3) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(a) The members entitled to vote for directors, if any, may fill the vacancy.
1. A quorum was not present.
2. The chair announced after the results of the election were known to her but not yet announced that 51% of those present and voting would be required to elect board members and officers.
3. The chair's announced 51% method of vote counting resulted in only five of the six board positions being filled despite the fact that there were six candidates for six open positions. This method of counting denied Richard Ellmyer a rightful seat on the board.
4. The chair's announced requirement of a 51% majority of votes does not appear as a requirement in the Oregon Revised Statues, ONI Standards, PNA Bylaws or PNA Administrative rules.
5. The chair's announced requirement of a 51% majority of votes is not a reasonable method of electing members. It's unreasonableness is evident in the fact that the outcome of an election based on a 51% majority of those present and voting could potentially elect no person to any office.
[A 51% majority is valid during a primary election to avoid the expense of an unnecessary runoff. No general election in the United States of America for any public office requires 51% of the votes cast to determine the winner. The chair's announcement of an unjustified and indefensible counting scheme after she had seen the results of the voting is more than highly irregular, unethical and dishonest, it is prima fascia evidence for declaring the PNA June 10, 2008 election null, void and illegitimate.]
On Other Improper Procedures
Section 4 Summary:
Oregon Revised Statutes, Office of Neighborhood Involvement Standards, PNA bylaws, PNA Administrative Rules and Robert's Rules of Order involving variously required corporate behavior and procedures have been violated to such an extent that the legitimacy of the June 10, 2008 election is challenged as well as ONI's recognition of PNA as a certified neighborhood association.
ITEM XIII
ORS 65.771 Corporate records.
(3) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class showing the number of votes each member is entitled to vote.
PNA Administrative Rules 1: Data (from the membership book) will be transferred to a computer file with back up disk)s) at approriate intervals.
1. Written correspondence dated June 18, 2008 from purported PNA board member, Greg Wilhelm, states that no such computer file and backups exists nor an alphabetical list of names nor addresses nor number of entitled votes.
[A clear and direct violation of both the ORS and PNA bylaws making it impossible to ask for a computer file of members which could be used by any member to contact other members on matters of community interest including notice of elections.]
ITEM XIV
ORS 65.357 General standards for directors. (3) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.
1. The following directors had knowledge that Jeanne Knepper had no written documentation authorizing her to represent any business or organizaiton and yet they let her vote and hold office.
Matthew Denton
Renee Jensen Reinhardt
Betty Johnson
Susan Landauer
Stephen Leiker
Erin McGovney
Greg Wilhelm
ITEM XV
ORS 65.377 Standards of conduct for officers.
(3) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.
1. The following officers had knowledge that Jeanne Knepper has no written documentation authorizing her to represent any business or organizaiton and yet they let her vote and hold office.
Renee Jensen Reinhardt - Secretary
Betty Johnson - Treasurer
Susan Landauer - Vice Chair
ITEM XVI
PNA Bylaws Article IX Section 1: The Community Association of Portsmouth shall follow Robert's Rules of Order Revised in all areas not covered by the bylaws.
Robert's Rules of Order - Debate: No member shall speak more than twice during the same day to the same question (only once on an appeal), nor longer than ten minutes at one time ... The member upon whose motion the subject was brought before the assembly, is entitled to close the debate with a speech, if he has not previously exhausted his twenty minutes, but not until every one else wishing to speak has spoken.
1. A motion was properly made by Richard Ellmyer and seconded at the June 10, 2008 PNA Forum relating to the major subject of the April 8, 2008 forum. No subsequent motions were made to limit or postpone the debate. The chair arbitrarily cut off Richard Ellmyer and did not allow him his ten minutes to speak on behalf of his motion. The chair did not allow the maker of the motion, Richard Ellmyer, to close the debate rather a person who was a non PNA member taking the opposing position was allowed to close thereby giving advantage to the side the chair favored which opposed the motion.
[The chair's behavior was unethical, prejudicial and in violation of Robert's Rules.]
ITEM XVII
Robert's Rules of Order requires a reading or distribution of the minutes of the previous meeting and voting acceptance of the minutes of that previous meeting.
1. No minutes were read, distributed nor accepted at the May board and June forum meetings.
[A reading of the April board minutes would have revealed an item held over for discussion relating to public housing which was not on the free floatinig non printed agena at the May board meeting.
A reading of the April forum minutes would have revealed a request from a PNA member to the executive director of the Portland Hope Meadows corportation, who was in attendance, to provide public contact information of the Portland Hope Meadows corporation board and funders which to date has not been received.]
ITEM XVIII
PNA Administrative Rules 10 Plan of Work: TCAP’s annual plan of work should include a minimum of the following components when presented to membership at the Annual Community Forum: activities and projects, estimated time lines, estimated number of people to get it initially underway, committee(s) which may also be directly involved, and estimated funding needed. Plans of work may be modified by adding, removing, or redirecting items, during the program year.
1. No work plan was presented to the membership at the Annual Community Forum on June 10, 2008.
[With no work plan on the agenda PNA members could not discuss what issues were most important to the community that required consideration and action by the neighborhood association in the following year. Failure to produce and discuss a work plan not only violate PNA Administrative Rules it reveals an organization that is without purpose and focus.]
ITEM XIX
PNA Administrative Rules 14: 2) Minutes of board meetings or forums may be either read aloud or quietly reviewed by each voting member, so long as sufficient copies are available with ample time for this to occur. 3) Forum and Board agendas will be available to persons attending. either on a chart board or individual copies. These will be reviewed as the first item of business, with items added or subtracted by a majority vote of the attending members. Each agenda will include “Other business” at the conclusion of the meeting with discussion allowed at the discretion of the chair, or a majority vote of the members attending.
PNA Bylaws Article IV: Any person may add an item to the agendas of board and community forums meetings by submitting the item in writing to the chairperson or secretary at least ten days in advance of the meeting date.
1. The May PNA board meeting had no published agenda on paper or chart board. The chair declared a free floating agenda to be determined by her whim.
2. When an inquiry and challenge was made to the chair about the nonexistent published agenda and the probablilty that without a visible agenda an item of important old business held over from the previous board meeting would not be addressed the chair threatened to call the police.
3. An email requesting that several items be placed on the board agenda was sent by Richard Ellmyer two weeks before the May board meeting.
4. None of the legitimate and timely requested items were on the free floating agenda. The chair announced that one of the requested agenda items was discussed before the board meeting and she determined that their was no interest in discussing the matter so it would not be placed on the agenda.
5. Three non board members were in attendance at the May PNA board meeting. All three were admonished at the beginning of the meeting to say nothing unless called upon by the chair. At no time did the chair call upon any of the three non board members to participate, comment upon or even introduce themselves.
[If the chair can arbitrarily ignore a clearly stated membership right in the bylaws then that right does not exist and the bylaws have no meaning nor credibility. If a member cannot challenge the chair on a basic point of order without the threat from the chair of being arrested then what recourse for relief is there?]
ITEM XX
TCAP/PNA Articles of Incorporation ARTICLE IX: (June 2004)
The name of each Director of the Board is as follows:
Leslie Esinga Jamie Komro
Mitch Gould Patt Opdyke
Jason Henshaw Edna Riddle
Lisa Horne Bill Vuch
Scott Jensen Mary Wheeler
Rev. Dr. Jeanne Knepper
1. Scott Jensen was and is the President of the University Park United Methodist Church domestic nonprofit corporation.
2. Jeanne Knepper was and is a paid staff employee of the University Park United Methodist Church domestic nonprofit corporation.
3. The TCAP/PNA bylaws do not allow membership to anyone who doesn't live or own property or a business in the neighborhood. Individuals that do not meet any of these criteria may still represent organizations that are within the PNA boundaries. Persons not qualifying for PNA membership would be ineligible to be a Director of the Board as mentioned above.
[As the President of the University Park United Methodist Church domestic nonprofit corporation Scott Jensen would be considered the de facto representative of the organization. If he had chosen to have a different person represent his corporation it would be necessary for corporate president Jensen to indicate that assignment in writing to the PNA board and fellow incorporators so as to avoid running afoul of the bylaws which otherwise would not allow Jeanne Knepper to be a corporate signatory.]
ITEM XXI
ORS 65.787 Annual report: (1) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall by its anniversary deliver to the Office of the Secretary of State for filing an annual report that sets forth:
(e) The names and addresses of the president and secretary of the corporation;
ORS 65.990 Penalty for signing false document. (1) A person commits the crime of falsely signing a document for filing if the person signs a document knowing it is false in any material respect with intent that the document be delivered to the Office of the Secretary of State for filing.
(2) Violation of subsection (1) of this section is a Class B misdemeanor. [1989 c.1010 §§12,171]
1. Jeanne Knepper's name appears as president of TCAP in its annual reports.
2. Jeanne Knepper most probably signed one or more TCAP annual reports.
[Under the TCAP/PNA Bylaws Jeanne Knepper did not and does not qualify for the position of TCAP corporate president and therefore may have falsely identified her authority to hold such a corporate position. Jeanne Knepper often publicly stated that she shared the office of PNA cochair. There is no provision in the PNA bylaws for a shared cochair. As the legally recognized president of The Community Association of Portsmouth corporation, she was the de facto chair of PNA.]
ITEM XXII
ONI Standards III. A. Recognition as a Neighborhood Association
Neighborhood Associations that meet the following requirements, upon request, will be officially recognized by the City of Portland, and be eligible for the range of services provided by the Office of Neighborhood Involvement and/or their District Coalitions. The Office of Neighborhood Involvement will send a “Letter of Recognition” to the Neighborhood Association.
1. An ONI letter of recognition was sent to an ad hoc group of citizens calling themselves The Community Association of Portland in May 1996.
2. A corporate entity known as The Community Association of Portland was incorporated in August 1999.
3. There is no record of the TCAP corporation asking for or getting recognized as a legal entity qualifying for recognition as a neighborhood association under ONI rules of certification in August 1999 or any time thereafter.
[The TCAP corporation is a separate legal entity from a group of citizens calling themselves by a similar name and as such must seek ONI approval to supplant said citizens group as well as approval for its corporate bylaws and meet, as a corporate entity, whatever qualifications demanded by ONI rules for recognition as a certified neighborhood association. Since it does not appear that the legal corporate entity, TCAP, ever asked for or was granted legal recognition as a qualified entity to be a recognized neighborhood association, TCAP/PNA cannot and should not be recognized as an ONI certified neighborhood association.]
The fair and proper conduct of elections is the bedrock of our American democracy and the American democratic process wherever and whenever it is practiced.
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6-10-08
To: The Office of Neighborhood Involvement and The Community Association of Portsmouth DBA Portsmouth Neighborhood Association
MacSolutions Inc. is an Oregon for profit corporation located at 9124 N. McKenna Portland, OR 97203 in the Portsmouth neighborhood since 1986. The bylaws of TCAP/PNA allow “one voting representative from each business ... which exists within the boundaries of TCAP. MacSolutions Inc. qualifies as a business within the boundaries and authorizes Richard Ellmyer to act on behalf of its interests as a voting member, board member and officer of TCAP/PNA.
Mr. Ellmyer has attended two PNA board meetings, April 22, 2008 and May 27, 2008, as our corporate representative. It is expected that Mr. Ellmyer will be granted voting membership at all future meetings as provided in the bylaws of TCAP/PNA.
Richard Ellmyer
President, MacSolutions Inc.
9124 N. McKenna
Portland, OR 97203
503-289-7174
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TCAP/PNA Bylaws
TCAP/PNA Administrative Rules
TCAP/PNA Articles of Incorporation
http://www.portsmouthneighborhood.com/about.htm
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ONI Standards
http://www.portlandonline.com/oni/index.cfm?c=40257
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From: ellmyer@macsolve.com
Subject: Request To Investigate The Community Association of Portsmouth Corporation
Date: July 14, 2008 9:09:44 AM PDT
To: aalarcon@ci.portland.or.us, amy.archer@ci.portland.or.us, nwagenaar@ci.portland.or.us, tgriffinvalade@ci.portland.or.us, bhoop@ci.portland.or.us
Dear Office of Neighborhood Involvement Director Amalia Alarcon:
I request an investigation into the election of board members and corporate officers of the domestic nonprofit corporation The Community Association of Portsmouth DBA the Portsmouth Neighborhood Association.
I allege that TCAP/PNA violated state laws, Office of Neighborhood Involvement guidelines, TCAP/PNA bylaws, TCAP/PNA administrative rules and other generally accepted rules of american democratic election procedure to such an extent that all actions taken by TCAP/PNA on and after June 10, 2008 and perhaps some before that date are illegitimate.
I ask the Office of Neighborhood Involvement to consider the remedies mentioned below and any others which would come to your attention to grant relief to the 8,000 citizens of the Portsmouth neighborhood who have been disenfranchised from their legitimate participation in the domestic nonprofit corporation The Community Association of Portsmouth DBA the Portsmouth Neighborhood Association.
1. Immediately cease distribution of all public funds to The Community Association of Portsmouth corporation.
2. Immediately notify all city bureaus, the Portland Sentinel, the Review, other members of the press and TCAP members that The Community Association of Portsmouth corporation is no longer recognized as a neighborhood association.
3. Place $8,000 into an ONI account specifically for the purpose of notifying the citizens of the Portsmouth neighborhood about the details of an upcoming election to which all are welcome to participate and vote.
4. Conduct an election or ask the Multnomah county circuit court to conduct an election for the citizens of the Portsmouth neighborhood.
5. Notify all businesses and organizations in the Portsmouth neighborhood that if they want to participate in the TCAP election an officer of the business or organization must send ONI a letter authorizing one or more persons to represent said business or organization. The letter must indicate the length of time each person is authorized to represent the business or organization and to what extent the representative may participate i.e. as a member, board member, officer. The ONI notification must clearly state that all actions taken by the representative of a business or organization will be considered a reflection of the interests and views of said business or organization and not of the individual(s) who may at any given time happen to represent said business or organization.