THE WPA BOARD PARTIALLY RESPONDS TO MY LETTER

PLEASE NOTE:  THE PROGRAM FOR THE BLOG IS EXPERIENCING SOME PROBLEMS. YOU'LL NOTE THAT THERE ARE BREAKS IN THE PRINTING THAT SHOULDN'T BE.  SORRY FOR THE INCONVENIENCE, BUT THE CONTENT IS THERE.

Dear Mrs. Claveloux, 
 
I will address these in the order that they are written in your letter. 
 
1. Resolution is not final, as the court order regarding reimbursement of legal 
fees has not been signed by the judge and is still being litigated. There is, 
however, a court order regarding the use of individual assessments and is on 
file in the office and available for review. 
 
2. You are always welcome to review the correspondence file. There have been no 
written complaints about the speed bump issue.  All questions, concerns, 
complaints etc. are supposed to be in writing and delivered to the office either 
in person, by mail, or email. 
 
3. I will refer this question to Al DeMarchi, the board treasurer. 
 
4. To the best of my knowledge, there has been no replacement of any sheetrock 
or wood in the gatehouse. The ceiling and bathroom sheetrock is still in place.  
Removal of the sheetrock was done by Larry McMillin and Bob Garrison at no cost 
to the board. Removal of debris was done by Larry McMillin.  So far as I know, 
floor covering is still in place. 
 
5. A written opinion is on file regarding liens on amounts due and is available 
for review in the office.  As to covenants, there is no written opinion, only, 
as stated by the attorney, a belief on his part that such a change may be 
possible thru the obtaining of a declaratory judgment. It was, as stated, 
recommended that a change proposal be placed on the ballot to help in creating 
evidence that the present covenant requiring 100% vote is unreasonable. 
 
Thank you for your interest and concern in Wedgefield Plantation, 
 
 
Adam Anderson 
Community Liaison 
Wedgefield Plantation Association 
1956 Wedgefield Road 
Georgetown, SC 29440 

HERE IS MY LETTER TO THE BOARD (COMMENTS ARE PROVIDED AT THE END OF MY LETTER, IN RED.)

DATE:           June 18, 2015



TO:                WPA Board



FROM:          Madeline Y. Claveloux



RE:                 QUESTIONS, AND REQUEST TO REVIEW & COPY 

                        DOCUMENTS, ACCORDING TO ATTACHED STATE

                        LAW, AS PROVIDED TO ME BY BOARD MEMBER

                        DE MARCHI



1)  Has there been a final resolution of the lawsuit regarding the canal owner, who refused to pay his/her dredging assessment?  If so, I would like to review and copy the final court order.  If not, please update me, regarding the progress of this lawsuit.  REASON FOR REQUEST OF REVIEW OF DOCUMENTS, AND COPIES, IF IT IS RESOLVED:   I, like the rest of the canal lot owners, paid my assessment.  If one doesn’t have to pay, I would like to see what the final court papers say, regarding the one who didn’t have to pay.  Additionally, our board took a vote on its resolution early last fall, and has failed month, after month, to report on it.  Additionally, there has been a precedent set, of posting final court orders on the WPA website, and others.


2)  I would like the opportunity to review the Correspondence File, from January 1, through June 2015.  I am not requesting copies.  REASON FOR THE REQUEST: 

It appears that the residents are getting mixed messages from the board table, regarding resident requests, and complaints.  For instance, in regard to the speed bumps, Board Member Garrison said that there hadn’t been any complaints.  Board Member McMillin said there had been a lot of them.  Board Member DeMarchi spoke about a number of drainage issues brought to his attention, by resident calls to his home.  What is the proper procedure to bring concerns and questions to the board?  Do all residents have the privilege of calling board members at home?



3)  During the May WPA Board Meeting, a board member mentioned that the bookkeeper/ accountant had left, and wanted to know if she would be replaced.  When did this contractor, or employee leave?  What was the date?  What was the reason that this person left?   Treasurer DeMarchi, did not report on the date this individual left, plans to replace her, candidates, or anticipated expense to the accounting function.  Please provide that information. 



4)  As residents, we have had little, to nothing, in updates on the state of the almost 2 year, gatehouse fix.  Have the windows, purchased almost 2 years ago, been installed?  Who removed the dry wall and floor coverings?  Who treated, or remediated the molds?  Where were the moldy wood and dry wall debris taken for disposal?  How were they prepared for disposal?  Who transported the debris for disposal?



It appears, looking in the windows, that some dry wall and wood have been replaced.  Who replaced it?  How much did the supplies for mold remediation, and damage to dry wall and wood cost?



I have reviewed the most recent bids for the gatehouse.  One licensed, insured contractor said the following, “"Removal of dry wall and floor coverings. (This will be done by a mold remediation company due to the severity of MOLDS that are growing so this will take care of Gate House Proposal # 1-2 as well."  He ends with, "This is a good faith estimate for work described in the bid proposal as well as extras.   highly advise to be done."  He goes on in another area to say, "Anything with a asterisk is highly advised extras to prevent this problem from happening in the future.  Due to the fact the building was built with no extra plywood an water barrier there are no guarantees the elastic membrane and vapor barrier are highly recommended to take the place of the plywood an water barrier to prevent water coming in that penetrates the brick."  As a resident, I am very concerned about what is happening with this project, particularly because our board, for whatever reason, has failed to report on it.



5)  During the June WPA Board Meeting, Legal Chair Garrison reported that he had received two written legal opinions.  One regarded liens on fees, and the other concerned avenues to change the covenants, through means other than the 100% vote.  Garrison seemed to do a good job providing a thumbnail sketch of the opinions.  He also stated that they are available at the office for review.  I would like review, and copies.  REASON FOR THE REQUEST:  These are complicated, and important opinions, if acted upon, could concern every resident.  I would like the copies, to review, and consider them, over time, in my home.



I would like to schedule an appointment, under the rules provided by Board Member DeMarchi (State Law), for June 30, 2015 at 11:00.  



Board Member Anderson, I have appreciated your prompt responses to my letters.  You should know, no fault of yours, or Kathy, that more often than not, when you have advised me that records are available for my review, that they are not.  Board Member Garrison was present on one of those days, and should have witnessed first hand, that staff had to make calls to board members, and I never got to review all of the requested documents.  My time is as valuable as anyone else’s.  I’m trying to follow the rules, and the law available to me, and I’d appreciate the board treating my requests, as though I am a resident in good standing, who is entitled to this information.



A copy of the state law sent to me by board member DeMarchi, follows. 



Kathy Phelan

Office Secretary

Wedgefield Plantation Association

1956 Wedgefield Road

Georgetown, SC 29440

843-546-2718

843-546-4027

Email: wedgeassoc.com@frontier.com

Website: www.wedgefield-plantation.com





IMPORTANT NOTICE:

This email is confidential, may be legally privileged, and is for the intended recipient only. Access, disclosure, copying, distribution, or reliance on any of it by anyone else is prohibited and may be a criminal of offence. Please delete if obtained in error and email confirmation to the sender.



From: Alan DeMarchi [mailto:alanantd1@yahoo.com]

Sent: Wednesday, June 05, 2013 7:37 AM

To: Kathy Phelan; adam anderson; 'Bob Garrison'; 'Jacky & Judy Walton'; Janine Jill Cline; 'Jason Barrier'; 'John McBride'; John Walton; 'Larry McMillin'

Subject: Re: REQUEST TO REVIEW RECORDS & A Question



Please inform Ms. Claveloux of the following.  Since she wishes to follow all rules and regulations.  See highlighted items.  SC Title 33, Article 16 Code of Law.



SECTION 33‑16‑102. Inspection of records by shareholders.

    (a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in Section 33‑16‑101(e) if he gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy.  Shareholders holding at least one percent of any class of shares are entitled to conduct an inspection of the tax returns described in Section 33‑16‑101(e)(8) under the same conditions.

    (b) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (c) and gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy:

       (1) excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under Section 33‑16‑102(a);

       (2) accounting records of the corporation;  and

       (3) the record of shareholders.

    (c) A shareholder may inspect and copy the records described in subsection (b) only if:

       (1) his demand is made in good faith and for a proper purpose;

       (2) he describes with reasonable particularity his purpose and the records he desires to inspect;  and

       (3) the records are directly connected with his purpose.

    (d) The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws.

    (e) This section does not affect:

       (1) the right of a shareholder to inspect records under Section 33‑7‑200 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant;

       (2) the power of a court, independently of Chapters 1 through 20 of this Title, to compel the production of corporate records for examination.



HISTORY:  Derived from 1976 Code Section 33‑11‑250 [1962 Code Section 12‑16.25;  1962 (52) 1996;  1981 Act No. 146, Section 2;  Repealed, 1988 Act No. 444, Section 2], and Section 33‑11‑260 [1962 Code Section 12‑16.26;  1962 (52) 1996;  1981 Act No. 146, Section 2;  Repealed, 1988 Act No. 444, Section 2];  1988 Act No. 444, Section 2.



COMMENTS:

First, I respect Board Member, Anderson's attempt at a respectful, prompt answer.  However, many of the critical questions, are not answered.  I will write directly to McMillin, Garrison as Legal Chair, and DeMarchi, as they hold the keys to the rest of the answers.

GARRISON, LEGAL CHAIR:

I want an answer to the question as to whether I will be provided a copy

of the order regarding individual assessment.  I have requested a copy according to the state law (see 

above) provided to me in writing by Board Member 

DeMarchi, that was copied to every board member (They

are all aware.)  I don't want to put the office staff member in the middle when I make my request in person, at the office.  If I am to be denied the request, I 

want the rationale, and the law Garrison would deny it 

under, in writing.  This is important, the board 

appears to be the grand mixer of law, to accommodate 

doing what they want, under their particular wishes, 

without allowing everyone to benefit, according to the 

law.  They are about to make the covenants, their next legal play ground.

MC MILLIN AND THE GATE HOUSE PROJECT:

I believe that McMillin has seriously caused 

environmental hazards.  As I made contact over the last few months, it has been suggested that I ask the 

board directly, and in writing, how this portion of 

the project was handled.  I believe Anderson answered to the best of his ability, but my specific questions went unanswered.  I'll write directly to McMillin.  

Sometimes, no answer, is an indication of 

inappropriate action.  Usually, McMillin, is reporting and bragging on every move he, and his volunteers 

make.  Why not now?

TREASURER, DEMARCHI

I will ask him the same questions I posted in my 

letter to the board.  This is important.  We really

don't have a financial "expert" on the board.  We 

don't have, haven't had, proper oversight, on an on-

going basis, as to what is being reported on our

money.  DeMarchi, failed to report that the very 

person  he had hired.  This is just one more action of

this "no report", board.  Recently, a resident wrote

the board about errors.  He/she, received an answer

acknowledging errors.  Yet, the response to the 

resident was not copied to the entire board, or 

reported on by the Community Liaison, at the following,

meeting, as correspondence received from a resident.  

WHY?

HERE IS THE RESPONSE TO THE RESIDENT.  NOTE, WHO WAS, OR WASN'T COPIED ON THE BOARD.

rom: Kathy Phelan

Sent: Tuesday, April 28, 2015 8:21 AM

To: '

Cc: adam anderson ; Jacky & Judy Walton ; Al DeMarchi ; Robert Garrison

Subject: RE: 2015 Financial statement errors








Dear ,



Our staff office manager has gone through and re-categorized the financial statements to reflect the errors you pointed out in your letter. Thank you for your concern and interest in Wedgefield Plantation.




Adam Anderson

Wedgefield Plantation Association

1956 Wedgefield Road

Georgetown, SC 29440

843-546-2718

843-546-4027

Email: wedgeassoc.com@frontier.com

Website: www.wedgefield-plantation.com

THE WPA JUNE BOARD MEETING: SOMETIMES, LAUGHTER IS THE BEST MEDICINE, BUT IT IS HARD TO SWALLOW, WHEN THE JOKE IS THE ADMINISTRATIVE ENTITY THAT OVERSEES THE PLACE THAT YOU CALL HOME

This article is primarily centered around the Compliance Committee's proposed changes to the Policy Manual.  First reading took place during the May WPA Board Meeting.  Second reading during the June Board Meeting. There were numerous proposed changes, determining how much a board committee chair could spend, without prior approval, and whether we would need three bids, or engineering on projects.  The Wedgefield Examiner published the proposed changes on May 27th, in an article titled, "The May Compliance Committee Policy Manual Proposed Changes".  The following is presented to the best of my ability.  I highly recommend that you listen to the tape of the June WPA Board Meeting, at the WPA website, or The Wedgefield Times, to verify the information for yourself.

I was frustrated after the May meeting, more so after the board's haphazard publishing of the proposed changes, and just found "laughter was the best medicine", after the ridiculousness of the June WPA Board Meeting.  A creative individual could easily write a long running, comedy sitcom, regarding the antics of the June meeting.  I pulled a few key phrases to keep the article from running too long.  They are:  SHUNNING, POUTING, --- KISSING, APPARENT APPROVAL VOTING WITHOUT READING, AND POOR (POSSIBLY INTENTIONAL) PRESENTATION.

SHUNNING & APPARENT APPROVAL VOTING WITHOUT READING:

Water Amenities Chair, John Walton, stated that he felt he had been SHUNNED.  Why?  Here is the old policy manual statement, as compared with the new proposed change.

CURRENT:

6. OTHER PURCHASES BY BOARD AND COMMITTEE CHAIRPERSON 

1.    6.01  The President, Vice President, Secretary, Treasurer, ARC Chairperson, Legal Chairperson, Drainage Chairperson, Roads Chairperson, or Grounds Chairperson shall have the right to make purchases up to $200 without prior approval of the Board. However, these purchases must be authorized, prior to purchase, by the signature of one other Executive Board member, and be reported and ratified at the next regular monthly Board Meeting. Refer to Procurement Policy Section 11.01.03.

FIRST READING:

6. OTHER PURCHASES BY BOARD AND COMMITTEE CHAIRPERSON 

6.01  The President, Vice President, Secretary, Treasurer, ARC Chairperson, Legal Chairperson, Drainage Chairperson, Roads Chairperson, or Grounds Chairperson shall have the right to make purchases up to $500 without prior approval of the Board provided adequate funds are available in the appropriate budget and the availability of the funds are confirmed with the Treasurer.  Reporting of the transaction shall be made by the purchaser at the next scheduled Board. Refer to Procurement Policy Section 11.01.03. 

First, read through the Current, and First Reading, provided above.  Note the fact that the same board officers, and committee chairs listed in each, have the authority to make purchases.  When the Wedgefield Examiner provided this information, WE ASKED, "where's Water Amenities?"  Water Amenities Chair, John Walton, should have had opportunity to read through these proposed changes, PRIOR TO THE MAY Board Meeting, and certainly during the review by Compliance, during the MAY Board Meeting.  He NEVER SAID A WORD ABOUT IT DURING THE MAY BOARD MEETING!   When The Wedgefield Examiner mentions it, by second reading in June, he feels SHUNNED!  Really????  Perhaps, as residents, we should feel that he has SHUNNED his duty as a board member, to review, and prepare to question, and vote on a proposed change.  This type of theatrical behavior, just contributes to the thought, that these board members vote like puppets on the strings of a few, in hopes that when they have a project, and a vote, that they will get the same kind of blind following.

The situation, becomes even more humorous.  Trust me, I attended both the May, and June meetings.  Vice President/Legal/Compliance Chair Garrison, adds that he hopes no one took this slight as intentional.  He is often the sheep herder, of these type of situations.  Not intentional???? Really?  Think about it.  Read the current, coming from the days of DeMarchi's ride as Compliance Committee Chair.  He reorganized the Policy Manual, sending through numerous changes.  The language omitting Water Amenities has been on the books for a long time.  The Policy Manual is something each of these board members should understand, and USE to guide them.  Now, we have Garrison as chair, (Concerned Citizen, Garrison, involved in the canal dredging lawsuits.  The canals fall under Water Amenities.) and another reorganization of our Policy Manual, making some pretty important proposed changes, and YOUR BOARD APPEARS TO FAIL TO READ, AND VOTE WITH THOUGHT!

--- KISSING, AND POUTING:
The drama production provided by board member, McMillin, was comic, and could appear to be both revealing of one's nature and maturity, and an indicator of what you get when the old boys' network cohesiveness, doesn't work for him.  First, it began to appear during DeMarchi discussion, and call for a vote on the speed bumps.  There is too much history here to keep repeating.  Briefly, about a year ago, DeMarchi proposed speed bumps, and it didn't go anywhere.  A few months ago McMillin proposed speed bumps, and his motion barely got a second.  DeMarchi, enters again with a different kind of speed bump, and a motion during the June Meeting.  McMillin had originally wanted the speed bumps "to protect his volunteers, and grounds vendor.  The motion failed during the June meeting.  McMillin sat with arms crossed, scowling.

When we get to the proposed Policy Manual changes, Board Member, Ebert questions a $5,000 amount in one of the proposed changes, saying that that is a lot of money.  Discussions go in a number of directions.  One of the changes requires that the committee chair verify with the treasurer, that the money they wish to spend is in their budget.  Basically, Treasurer, DeMarchi says that he doesn't mind verifying whether the amount is in the committee chairs budget, but he doesn't want it to appear, that he approves of the particular expenditure.  As the various discussions continue, McMillin's arms are crossed, he appears to turn red, and it sure looks like a pout!  While you can't see his actions on a audio tape, you should listen to his words.  He speaks terms like HIS budget, and how he should be able to spend from HIS budget.  He is tired of having to kiss---- around here to get a check, etc.  He's reminded from the board table that it was the "peoples" money. 

POOR (POSSIBLY INTENTIONAL) PRESENTATION:
First, go back to the article noted above.  While your board and Compliance Committee, posted the first reading, it is haphazard, and doesn't even provide a comparison avenue, unless you are willing to search the current Policy Manual.  If you attended the May meeting, you might have noticed a lot of page flipping (several pages), as the board attempted to understand what the changes that were being presented, were.  You'll note that the individual board members don't appear to have studied the proposed changes, prior to the meeting, or John Walton, wouldn't have felt shunned by the time he reached the June meeting for second reading, he would have questioned the language in May.  The June meeting, was even more confusing, and I was there.  Some of the changes passed, but with the discussion, antics, and page flipping, I'm not sure which ones were passed, and which ones were held, for rewrite.

Today, I thought that I would check the WPA website to see what had passed, and then determine, what was held.  If you go to the website, under Information From The Board, you'll find a link to the policy manual.  There use to be a grid, that provided that information.  Despite the fact that there have been several changes, since Garrison took over the Compliance Committee chairmanship, it hasn't been updated since January!  There is no consistency with this board.  See example:

01/20/15

Section VIII, Add Paragraph 5.02.02

To read as follows: "A grace period with regard to late fees from February 2 to the last day of February shall be extended to all owners' accounts without incurring late fees, provided there are no prior assessments due on that property."

Motion passed unanimously 

Well, that proved to be a dead end search!  With more thought, it caused a question.  Not all the proposed changes passed.  Some needed a rewrite.  Will the Compliance Chair, start at first read with the CHANGES, or just move to approve?  We'll wait and see, but don't hold your breath.  It seems, that sheep herders don't feel they owe the sheep any consideration, or right to questions.  They seem to feel that you will blindly follow the herders!

A LETTER TO THE BOARD. WILL THEY ANSWER ALL THE QUESTIONS? WILL THEY FOLLOW THE VERY LAW THEY SENT ME?

DATE:           June 18, 2015

TO:                WPA Board

FROM:          Madeline Y. Claveloux

RE:                 QUESTIONS, AND REQUEST TO REVIEW & COPY

                        DOCUMENTS, ACCORDING TO ATTACHED STATE

                        LAW, AS PROVIDED TO ME BY BOARD MEMBER

                        DE MARCHI

1)  Has there been a final resolution of the lawsuit regarding the canal owner, who refused to pay his/her dredging assessment?  If so, I would like to review and copy the final court order.  If not, please update me, regarding the progress of this lawsuit.  REASON FOR REQUEST OF REVIEW OF DOCUMENTS, AND COPIES, IF IT IS RESOLVED:   I, like the rest of the canal lot owners, paid my assessment.  If one doesn’t have to pay, I would like to see what the final court papers say, regarding the one who didn’t have to pay.  Additionally, our board took a vote on its resolution early last fall, and has failed month, after month, to report on it.  Additionally, there has been a precedent set, of posting final court orders on the WPA website, and others.

2)  I would like the opportunity to review the Correspondence File, from January 1, through June 2015.  I am not requesting copies.  REASON FOR THE REQUEST: 

It appears that the residents are getting mixed messages from the board table, regarding resident requests, and complaints.  For instance, in regard to the speed bumps, Board Member Garrison said that there hadn’t been any complaints.  Board Member McMillin said there had been a lot of them.  Board Member DeMarchi spoke about a number of drainage issues brought to his attention, by resident calls to his home.  What is the proper procedure to bring concerns and questions to the board?  Do all residents have the privilege of calling board members at home?

3)  During the May WPA Board Meeting, a board member mentioned that the bookkeeper/ accountant had left, and wanted to know if she would be replaced.  When did this contractor, or employee leave?  What was the date?  What was the reason that this person left?   Treasurer DeMarchi, did not report on the date this individual left, plans to replace her, candidates, or anticipated expense to the accounting function.  Please provide that information.

4)  As residents, we have had little, to nothing, in updates on the state of the almost 2 year, gatehouse fix.  Have the windows, purchased almost 2 years ago, been installed?  Who removed the dry wall and floor coverings?  Who treated, or remediated the molds?  Where were the moldy wood and dry wall debris taken for disposal?  How were they prepared for disposal?  Who transported the debris for disposal?

It appears, looking in the windows, that some dry wall and wood have been replaced.  Who replaced it?  How much did the supplies for mold remediation, and damage to dry wall and wood cost?

I have reviewed the most recent bids for the gatehouse.  One licensed, insured contractor said the following, “"Removal of dry wall and floor coverings. (This will be done by a mold remediation company due to the severity of MOLDS that are growing so this will take care of Gate House Proposal # 1-2 as well."  He ends with, "This is a good faith estimate for work described in the bid proposal as well as extras.   highly advise to be done."  He goes on in another area to say, "Anything with a asterisk is highly advised extras to prevent this problem from happening in the future.  Due to the fact the building was built with no extra plywood an water barrier there are no guarantees the elastic membrane and vapor barrier are highly recommended to take the place of the plywood an water barrier to prevent water coming in that penetrates the brick."  As a resident, I am very concerned about what is happening with this project, particularly because our board, for whatever reason, has failed to report on it.

5)  During the June WPA Board Meeting, Legal Chair Garrison reported that he had received two written legal opinions.  One regarded liens on fees, and the other concerned avenues to change the covenants, through means other than the 100% vote.  Garrison seemed to do a good job providing a thumbnail sketch of the opinions.  He also stated that they are available at the office for review.  I would like review, and copies.  REASON FOR THE REQUEST:  These are complicated, and important opinions, if acted upon, could concern every resident.  I would like the copies, to review, and consider them, over time, in my home.

I would like to schedule an appointment, under the rules provided by Board Member DeMarchi (State Law), for June 30, 2015 at 11:00. 

Board Member Anderson, I have appreciated your prompt responses to my letters.  You should know, no fault of yours, or Kathy, that more often than not, when you have advised me that records are available for my review, that they are not.  Board Member Garrison was present on one of those days, and should have witnessed first hand, that staff had to make calls to board members, and I never got to review all of the requested documents.  My time is as valuable as anyone else’s.  I’m trying to follow the rules, and the law available to me, and I’d appreciate the board treating my requests, as though I am a resident in good standing, who is entitled to this information.

A copy of the state law sent to me by board member DeMarchi, follows.

Kathy Phelan

Office Secretary

Wedgefield Plantation Association

1956 Wedgefield Road

Georgetown, SC 29440

843-546-2718

843-546-4027

Email: wedgeassoc.com@frontier.com

Website: www.wedgefield-plantation.com

IMPORTANT NOTICE:

This email is confidential, may be legally privileged, and is for the intended recipient only. Access, disclosure, copying, distribution, or reliance on any of it by anyone else is prohibited and may be a criminal of offence. Please delete if obtained in error and email confirmation to the sender.

From: Alan DeMarchi [mailto:alanantd1@yahoo.com]

Sent: Wednesday, June 05, 2013 7:37 AM

To: Kathy Phelan; adam anderson; 'Bob Garrison'; 'Jacky & Judy Walton'; Janine Jill Cline; 'Jason Barrier'; 'John McBride'; John Walton; 'Larry McMillin'

Subject: Re: REQUEST TO REVIEW RECORDS & A Question

Please inform Ms. Claveloux of the following.  Since she wishes to follow all rules and regulations.  See highlighted items.  SC Title 33, Article 16 Code of Law.

SECTION 33‑16‑102. Inspection of records by shareholders.

    (a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in Section 33‑16‑101(e) if he gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy.  Shareholders holding at least one percent of any class of shares are entitled to conduct an inspection of the tax returns described in Section 33‑16‑101(e)(8) under the same conditions.

    (b) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (c) and gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy:

       (1) excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under Section 33‑16‑102(a);

       (2) accounting records of the corporation;  and

       (3) the record of shareholders.

    (c) A shareholder may inspect and copy the records described in subsection (b) only if:

       (1) his demand is made in good faith and for a proper purpose;

       (2) he describes with reasonable particularity his purpose and the records he desires to inspect;  and

       (3) the records are directly connected with his purpose.

    (d) The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws.

    (e) This section does not affect:

       (1) the right of a shareholder to inspect records under Section 33‑7‑200 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant;

       (2) the power of a court, independently of Chapters 1 through 20 of this Title, to compel the production of corporate records for examination.

HISTORY:  Derived from 1976 Code Section 33‑11‑250 [1962 Code Section 12‑16.25;  1962 (52) 1996;  1981 Act No. 146, Section 2;  Repealed, 1988 Act No. 444, Section 2], and Section 33‑11‑260 [1962 Code Section 12‑16.26;  1962 (52) 1996;  1981 Act No. 146, Section 2;  Repealed, 1988 Act No. 444, Section 2];  1988 Act No. 444, Section 2.