PRESENTATION IN SUPPORT OF PROPOSITION ONE TO BE PRESENTED AT THE JANUARY, 2002 OPEN MEETING

The following Presentation is the result of consulting with a Mississippi Attorney knowledgeable in Mississippi Non Profit Law, a complete reading I made of all pertinent sections of Mississippi Non Profit Law, and, a reading of pertinent section of the Property Owners Association Bylaws. I also took a look at what Robert's Rules Of Order had to say about proxies. The following was derived from all information sources:

1. The Diamondhead Country Club and Property Owners Association, INCORPORATED was in session at an Annual CORPORATE meeting June 16, 2001.

2. At this CORPORATE Meeting the Membership gave a majority vote(53%) to PROPOSITION ONE. This positive vote occurred in spite of the false, misleading propaganda contained in the "con" article published in the June issue of the Diamondhead News. (And with block proxy voting, for example, one Member who lives in Las Vegas had his 149 votes used, or misused, to vote against Proposition One. Did this member know how his block proxy was going to be used?). Any Member sitting on this Board of Director can be elected with a 50 percent vote plus one.

This "con" article, along with the P. O. A.'s Legal Council, totally missed the point of what Proposition One said. For instance: A. Nothing was said in the proposition about the P. O. A. Bylaws, B. Nothing in Proposition One was said about proxies being eliminated and c. The Big Boo Boo...The only reason that the reference about the Mississippi Bar Association voting was simply to illustrate that every Judge from the Chancery Court to the Supreme Court, and every lawyer in Mississippi, vote for Officers and Directors by SECRET MAIL IN BALLOT. The Mississippi Bar Association is a Non-profit Corporation exactly like the Diamondhead Country Club and Property Owners Association, Inc. I question if Proposition One was even read by those who opposed it.

3. The CORPORATE Action taken by the Membership is clearly allowed by Section 3.7 of the Property Owners Association's Bylaws, since PROPOSITION ONE said nothing about bylaws or proxies.

4. Nowhere in Mississippi Non Profit Law, or in the P. O. A. Bylaws, is it stated that the only way to vote is by proxies. The Bylaws only say a member MAY vote by proxy, with the implication being, other ways can be used such as Secret Mail In Ballot.

5. Nowhere in Mississippi Non Profit Law, or in the P. O. A. Bylaws, is it forbidden to allow the Membership to vote by Secret Mail In Ballots. If it was so, would the Mississippi Bar Association Members be voting by Secret Mail In Ballot?

6. Secret Mail In Voting is a PROCEDURAL CHANGE exactly like the PROCEDURAL CHANGE when the predominant way to vote was changed to Mail In Proxies. The only difference is that Secret Mail In Voting was APPROVED BY THE MEMBERSHIP. and Predominant Mail In Proxy has never been approved by the Membership.

7. While on the subject of Proxies...there is no authority given in the P. O. A. Bylaws or Mississippi Non-Profit Law to place names on the Official Proxy sent out by the P. O. A. This issue needs to be addressed by the Election Committee when it is formed.

8. Again, on the subject of Proxies, show me in the Bylaws of the P. O. A. or in Mississippi Non-Profit law that gives the right, or authority, to use proxies at a Regular Board Meeting or Special Board Meeting. It does not exist. Robert's Rules of Order takes a very dim view of the use of Proxies in any setting...see the reference to Absentee voting on page 415 and 421 about Proxies in the 1990 , 9^th Edition of Robert's Rules of Order Newly Revised. Page 415 of these rules needs to be quoted here, "An organization should never adopt a bylaw permitting a question to be decided by a voting procedure in which the votes of persons who attend a meeting are counted together with ballots mailed in by absentees, since in practice such a procedure is likely to be unfair. If there is a possibility of any uncertainty about who will be entitled to vote, this should be spelled out unambiguously and strictly enforced to avoid unfairness in close votes. (The most our Bylaws say is that Members MAY vote by proxy in Membership Meetings, nothing said about proxies being used at Regular or Special Board Meetings.)

To give just one instance of what Robert's Rules is addressing, let's take the vote

by the P. O. A. Board to oppose Proposition One that would be voted on by the Membership in the forthcoming election. The Vote was 6 to 5 to take a negative stand. However, one of the Members voting against Proposition One also cast two proxies to make the 6 against. The two absent owners of the Proxies held by this one member could, in no way, have known anything at all the vote that was called to take a negative stand against Proposition One. This, of course, allowed the writer of the negative propaganda article fore mentioned to state in the article that the majority of the Board voted against Proposition One. Fair? I think not. Misleading? Very.

9. By allowing the Membership to vote by Secret Mail In Ballots along with Mail In Proxy Ballots you will get a more true sense of who the Membership wants in office, or how they want to vote on propositions. By using only Mail In Proxy Voting you are allowing the skillful proxy gatherer to impose his will on these matters. There is no way one or two individuals gathering proxies can do a better job of determining the leadership of the P. O. A. than the full Membership.

In recognition of the above, PROPOSITION ONE has been in effect since the Membership voted June 16, 2001. No motion is needed by this Board as any action taken by this Board to negate action of the Membership would be ridiculous and beyond the law.

Since PROPOSITION ONE is in effect the Election Committees at any future election should provide for voting by Secret Mail-In voting as well as by Mail-In Proxy voting.

Let anyone who doubts that PROPOSITION ONE is in effect, let them use their personal resources to challenge this in Mississippi Court. I think they will find out that CORPORATE membership actions taken at a CORPORATE MEMBERSHIP MEETING, where all of the Membership was allowed to vote, far out-weighs any action this P. O. A. Board, composed of 11 members, could take.

It is inconceivable to me that anyone would be against letting the Membership cast a Secret Ballot by Mail if they so desire unless there are ulterior motives to take advantage of the Membership through only letting them vote by Proxy. The Membership spoke on June 16, 2001 directing this Board of Directors to allow them to be able to vote by Secret Mail In Ballot. If there are any on this Board of Directors who think they are more powerful than the Membership, let them speak.

Let me give you one last analogy...If the citizens of the State of Mississippi vote and an Amendment passes with 53% of the vote does a City Council then have to vote to have the Statewide Amendment go into effect? Of Course not. This is further reason why this Board of Directors does not have the right to vote on what the Membership Directed. It has only to accept the Membership Action, PERIOD!

Mr. President, I respectfully request that a copy of this presentation be permanently attached to the Minutes of this Meeting in the Official P. O. A. Minute Book.

If this analysis is not accepted by the Board of Directors, than the following Motion is made:

Recognizing that the P. O. A. Board is SUBSERVIENT to the power of the P. O. A. Membership, and recognizing that it is within the power of the P. O. A. Board to carry out the Mandate of the P. O. A. Membership, and in accordance with the positive vote cast by the P. O. A. Membership, June 16, 2001, it is moved that the Board of Directors accept the fact that, in addition to Proxy Mail In Voting, the Membership also be allowed at the same time to submit a Secret Mail in Vote.

If this Motion is not passed, the vote, and who voted how, will be sent to the entire Membership before the next and any elections along with a copy of this presentation.