Demand for Documents & Interrogatories
Here is the list of Documents & Interrogatories demanded in the legal action brought forth by Mike Parnell via his Farm to Market, LLC. In a case where the facts are not disputed, like this one, it is odd that you would find a demand for documents & interrogatories to the degree that we have received to date. As you browse the below, note which are related to the case – the technical questioning of our director’s election last fall – to the ones that are unrelated to the election.
There are 18 demands for documents, of which we have supplied 116 to date, and 50 questions (interrogatories) in addition. All are listed below:
INTERROGATORIES
1. For all meetings held between November 16, 2023 and the present, state the date of the meeting, the location of the meeting, who was in attendance, and any action that was taken at the meeting.
2. Explain why a paper ballot was used for the November 2023 election rather than a vote-by email election as in previous years, and state whose decision it was to use a paper ballot process.
3. Provide the names of the people who created the final form of the election announcement,
4. State all procedural errors that the Board acknowledges were committed in regard to the:
(a) Announcement of the annual meeting
(b) Election instructions
(c) Ballot
(d) If no errors are acknowledged, state the specific law or bylaw provision that was
followed in how the annual meeting was announced to the members, the content of the election instructions, and the ballot.
5. The Association bylaws require that a proxy form be sent to the Members along with the notice of the annual meeting. Do you agree that this did not occur?
6. State how many proxies were received in connection with the November 2023 election.
7. State why proxies were solicited stating that the proxies were needed for a quorum for an
annual meeting where no business was scheduled to be conducted.
8. State why Members were asked to return a completed proxy form along with the completed ballot.
9. State the names of the Members whose votes were not accepted in the November 2023
election and the reason each was not accepted.
10. State when each of the General Manager, the officers and directors become aware of:
(a) The inaccurate election announcement regarding the seats that were up for election;
(b) The inaccurate election announcement that the President of EWUA was not up for election;
(c) The inaccurate election instructions to the Members of the number of seats up for election;
(d) The inaccurate ballot instructions to the Members on the number of votes that the Member was allowed to cast;
(e) The lack of identifying information on the ballot.
11. State why the vote counting process for the November 2023 election was video and
audio recorded, and whose decision it was to do so.
12. State the names of all members who were contacted by the election inspector or Association employees or others acting on behalf of the inspector regarding the Member’s ballot.
13. Provide the contact information, including name, mailing address, physical address, phone number, and email for each person involved in the election counting process for the 2023 election.
14. Provide the contact information, including name, mailing address, physical address, phone, and email for each director who has served on the Board from August 2023 to the date of the election.
15. State who directs the Association’s attorney(s) with regard to litigation matters, and who speaks on behalf of the Board when communicating with the Association’s attorney(s).
16. State whether the General Manager has provided direction to the Association’s attorneys on any matters from January 1, 2023 to the date of the response to this interrogatory.
17. Was there any business scheduled for the November 2023 annual meeting that would require a quorum of the membership?
18. Why was Jim Cook prevented from voting during the January 9, 2024 board meeting?
19. Were the numerous inaccuracies regarding the 2023 election a part of the annual performance review of the General Manager?
20. On what date was the General Manager’s 2024 compensation package approved by the Board?
21. Was the compensation package approved in regular session or in executive session?
22. If you claim that the package was approved in executive session, state the basis for your belief that it was an executive session.
23. State, for each individual or firm, the compensation paid from January 1, 2023 to the date of response to this interrogatory for each and every attorney and certified public accountant paid by the Association.
24. For each of the following Board members, answer the following questions:
(a) Has this director ever served on a board before they took a position on the Association
Board?
(b) Has this director ever taken a board training class and if so, when and who provided the training?
25. State the authority in the governing documents of the Association for creation of an Executive Committee of the Board, and state the composition of the Executive Committee that is required by the governing document(s). If the governing documents do not contain such authority, state the law upon which you relied to create an Executive Committee.
26. State whether an Executive Committee was created and if so, when.
27. State who created the Executive Committee and if it was the Board, whether it was created by a vote of the directors or by another means.
28. If the Executive Committee was created by a vote of the directors, state the dates that the vote was taken, the names of the directors who voted, and whether the vote was taken at a meeting open to the members.
29. State the names of all of the individuals who are or have been on the Executive Committee from January 1, 2023 to date and when each individual was appointed, and by whom.
30. What actions have the Executive Committee taken from January 1, 2023 to date?
31. What is the Executive Committee authorized to act on, and by what authority or whose authority is said authorization founded?
32. State the dates of each Executive Committee meeting from January 1, 2023 to date.
33. Is Dan Burke a member of the executive committee? If so, is he a voting member or an ex officio member?
34. Does Dan Burke participate in Executive Committee meetings?
34. Does Dan Burke have the authority to communicate with Association attorneys?
36. Does Dan Burke have the authority to direct Association attorneys’ actions?
37. Does the Executive Committee take votes?
38. Does the Executive Committee take action by consensus?
39. Are Executive Committee actions reported to the Board? If not, why not?
40. Are Executive Committee actions ratified by the full Board? If not, why not?
41. Is public notice to the members provided of the dates of Executive Committee meetings? If so, how many days in advance is notice provided, and how is notice provided?
42. Are Executive Committee meeting open to other directors? If not, why not?
43. Are Executive Committee communications provided to other directors? If not, why not?
44. Are executive committee meetings open to the Members? If not, why not?
45. State the name(s) of the director(s) who are authorized to represent the Board when communicating with Association attorneys.
46. State the name of the individual(s) who authored the statement that the Farm to Market lawsuit was frivolous and the basis for the belief in the truth of that statement.
47. State who authorized the publication of the statement that the Farm to Market lawsuit was frivolous.
48. Who authorized the Association’s legal counsel to oppose the Farm to Market lawsuit?
49. Who authors the press releases issued by the Association?
50. Who reviews press releases issued by the Association prior to their publication?
DEMAND FOR DOCUMENTS
I. Produce a complete copy of the list of members of the Association to whom a ballot was sent for the election of directors held in November 2023. Include the name or the member. mailing address, number of votes the member is entitled to cast the account number and the name of the agent representing any member entity.
2. Produce a complete copy of the list of members who submitted a ballot for the 2023 election.
3. Produce a list of the number of votes that each member cast in the 2023 election.
4. Produce a legible and full-size copy of each and every proxy that the Association received after September 1, 2023.
5. Produce the complete set of minutes or session notes taken by any Board member or member of the staff where the Board or subset of the Board discussed the 2023 election.
6. Produce a copy of any recording made by the Board or staff of any meeting between August 1, 2023 and the date of the response to this demand that involved the Board or a subset of the Board. If you claim that any such recordings contain privileged communication with the Association attorney, produce a privilege log.
7. Produce a complete copy of the recordings made of the election counting process. This includes any recordings made by Sam Gailey, or Ayn Gailey, or any other person.
8. Produce any and all logs and notes created by the election inspector of the 2023 election.
9. Produce a record of any payments you made to Tom Eversole, Sam Gailey, Ayn Gailey, or any other individual for any services related to the 2023 election provided to EWUA.
10. Produce a copy of all records that you provided to the election inspector who conducted the election count and staff who assisted the inspector. This includes the list of Members, the contact information of Members that was used by the inspector of staff, the number of votes each Member was entitled to, the authorized agent for each Member entity, any instructions, and any other information provided to the inspector by EWUA.
11. Produce a copy of all meeting minutes, video and audio recordings made by any director, the General Manager, and any staff, and notes taken by each Board director, the General Manager, and any staff, of each closed session held by the Board from August 1, 2023 to the date of the response to this demand (March 23, 2024). This includes but is not limited to the closed sessions held on:
December 5, 2023
January 9, 2024
January 16, 2024
February 13, 2024
12. Produce the agenda for the November 2023 annual meeting of the members of the Association.
13. Produce the Board minutes that show the appointment of each executive committee member since January 1, 2023.
14. Produce a legible and complete copy of all minutes that show the Board’s authorization of any and all Executive Committee actions from January 1, 2023 to the present.
15. Produce the written record of any and all actions taken by the Executive Committee from January 1, 2023 to the present.
16. Produce a legible and complete of all communication between Executive Committee members from January 1, 2023 to the present, including emails, text messages, social media postings, and written communications.
17. Produce a record of all communications between Dan Burke and the Executive Committee members from January 1, 2023 to the present. including emails, text messages, social media postings, and written communications.
18. Produce any and all records that reflect the Board action authorizing the legal actions being taken or being undertaken in response to the above-captioned Farm to Market LLC vs. Eastsound Water Users Association lawsuit.