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 Post Posted: Wed Jan 17, 2007 10:09 pm 
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Joined: Thu Feb 02, 2006 6:55 pm
Posts: 279
Dear Populace of the Kingdom of the Emerald Hills ~

[align=justify]We, the Board of Directors, do not make it a practice to respond to allegations made on the forums, list, or groups as communications from the Board are not the response of one person but of seven and on behalf of the corporation. However, we felt it necessary to respond to the current e-mails because many of the facts and authorities that have been presented here are incorrect.

This is a specific response to the following allegations: (1) Amtgard: Kingdom of the Emerald Hills, Inc. ("Emerald Hills") is currently "being sued"; (2) the Board threatened to impose the zero tolerance policy if the populace did not vote it in through an Althing; and (3) the Articles of Incorporation vest the management of the corporation in its members. If anyone has any further questions or concerns, please contact us at bod@.... Our next meeting is scheduled for February 17, 2007 and open to the public. We welcome agenda submissions from anyone. In addition, we try very hard to timely respond in writing to all requests for information, clarification, and answers.

World Banner Wars Incident
First, Amtgard: Kingdom of the Emerald Hills, Inc. is not currently named in any civil lawsuit or criminal proceeding. A demand letter was received on or around October 16, 2006 requesting additional information. The Board of Directors responded to that demand letter by (1) sending a representative to the Navarro County Sheriff's Department on October 17, 2006 to provide contact information to law enforcement, and (2) sending a certified letter responding to the request for insurance information. See October 2006 Minutes.

At this time, the Board is unaware of any civil lawsuit related to the incidents at World Banner Wars. The Board will make an official announcement if any civil lawsuit is filed against the corporation.

Criminal charges were filed in Navarro County on October 17, 2006. Amtgard: Kingdom of the Emerald Hills, Inc. was named in the police report only as a contact for information and is not a party to any criminal proceeding. The Board will make an official announcement if any criminal charges are filed against the corporation.

Zero Tolerance Policy
When the Zero Tolerance Policy was first presented at the October 28, 2006, the Board approved the wording unanimously. The Zero Tolerance Policy was not the creation of the Board. The Board did not advise that if the Zero Tolerance Policy was not approved that the Board would summarily institute it. The Minutes from October 28, 2006 reflect the Board's discussion and decision regarding the Zero Tolerance Policy.

Quote:
"Zero Tolerance Policy
A zero tolerance policy is being submitted to an Althing today. Andréa Jacobs suggests that should this not pass the Althing that the board needs to investigate a similar policy under their own authority.

John Elder moves that the BOD recommend that this Althing item passes in its current wording. Passed 7-0-0."

See October 2006 Minutes. The only decision the Board made at that meeting was to advise the populace that the Board approved the current wording 7-0-0. It was discussed that should the Althing item not pass we would investigate creating a policy under our own authority, but (1) there was no vote on that and (2) it was to investigate the creation of such a policy. The intent was to research what we could and would do to limit any possible future legal liabilities of the corporation if the policy did not pass.

The Board did not put a deadline on the populace to decide on the no-tolerance policy nor did the Board do anything more than approve the wording submitted to the Board. The Board only acted as reflected in the minutes of October 28, 2006.

The Articles of Incorporation
The Articles of Incorporation filed with the State of Texas do not set forth that the management of the affairs of the corporation is vested in its members. See Articles of Incorporation. Article Seven of the filed Articles of Incorporation defines the members' rights as follows:

Quote:
"ARTICLE SEVEN: The classes, rights, privileges, qualifications, and obligations of members of this corporation are as follows:

This corporation shall have one class of membership. Any person shall be qualified to become a member upon payment of the initial dues, and shall continue as a member upon paying the semiannual dues. The method and time of payment of dues shall be determined, by the Bylaws of this corporation. Additional provisions specifying the rights and obligations of members shall be contained in the Bylaws of this corporation pursuant to, and in accordance with, the laws of this state."

See id. at 5 (emphasis added). That is the only explanation of the rights and authority of members in the Articles of Incorporation.

The Corpora (by-laws) vest in members the power to "change, add, or delete from the Laws of Amtgard or the governing laws of the Emerald Hills." See Corpora, Section V.E.2. This section also does not vest management in the members. A lot of non-member-managed corporations require changes to the by-laws be made by a majority of the members. A "member-managed" entity is where members participate in the management and operational control of the corporation. The by-laws do not dictate that the management or operational control of the corporation is conducted by its members. Therefore, neither the by-laws nor the Articles of Incorporation expressly provide that the management of the Emerald Hills is with the members.

We explain this only to point out what the Corpora and filed Articles of Incorporation do and do not say. Our only intent is to act to limit the legal liabilities of the corporation. Vernon 's Civil Statutes Article 1396-2.28(A) defines our responsibility as follows:

Quote:
"A. A director shall discharge the director's duties, including the director's duties as a member of a committee, in good faith, with ordinary care, and in the manner the director reasonably believes to be in the best interest of the corporation."

See Tex. Rev. Civ. Stat. Ann. art. 1396, sec. 2.28(a). We have no intention of affecting the way that Amtgard is played (which we cannot do). We have no intention of changing the by-laws or the rules of play (which we cannot do). Our intention is to make sure that we all can play Amtgard in the Emerald Hills without having to worry that the Emerald Hills will be civilly and/or criminally liable for the actions of its members, visitors, or guests. As the Board of Directors would be the named party in any criminal proceeding or civil lawsuit against the corporation, it is how the Board, and its officers, act in these situations that will decide whether a suit is successful. Therefore, the Board has not only the authority but the duty and responsibility to take actions to limit the legal liabilities of the corporation.

Again, if you have any questions or concerns, please feel free to contact the Board at bod@flail.com. You can also refer to our Standard Operating Procedures if you have any questions about the Board's current procedures. See BOD SOPs.[/align]

Respectfully submitted,
Andréa Jacobs
Madam President, EHBOD

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