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DEMAND LETTER Monday, May 21, 2012 ATTENTION: Tamarack Municipal Association Management and Board Members In accordance with Idaho Code Sections 30-3-130 and 131, I am providing 15 business days notice of my request to inspect and copy accounting records for the Tamarack Municipal Association, Inc. This demand is made in good faith and for a proper purpose reasonably related to my interest as a member of the Tamarack Municipal Association. The intent of my inspection is to assess the financial health and use of appropriate accounting standards. The accounting records are directly connected with the purpose for which I am making this inquiry. Please contact me directly email: [email protected] or by fax 509-339-7269 to schedule the time and date for inspection. Sincerely,

Ric Shumway 33 Golden Bench Court & 14 Haystack & 564 Whitewater Drive Tamarack, ID 83615

From: Chris Kirk To: [email protected] Cc: "'[email protected]'" Sent: Thursday, May 24, 2012 7:48 AM Subject: Accounts Record Request Hi Ric Good talking to you yesterday. As we discussed, I would like you to elaborate on the real reasons for records request. You state, "The intent of my inspection is to assess the financial health and use of appropriate accounting standards". I'm not sure what either mean. Both reasons are sufficiently nebulous to be open to a wide variety of interpretations. The financial health can be derived from the published budgets and / or just asking the TMA comptroller for clarification. “Appropriate accounting standards” imply to this non-accountant that there is more than one standard. It would be good to know the standard level you feel is appropriate. In any event and based on our recent conversations, I suspect that the reason(s) for the records request is that you are not comfortable with the current TMA Management and Board of Directors and you suspect possible financial improprieties. You may also feel that there are possibly too many employees and that some employees are overpaid for their positions. But those are my words not yours, so please elaborate. You also indicated that Julie Hutchinson had forwarded you a list of the records that you should be requesting. It would be great if you could forward that list to me also and I will share it with the Board. Mike Drury and I are available to meet with you, and hopefully Julie, tomorrow, Friday the 25th. Mike is tied up from 2:00 to 4:00 PM on but open the rest of the time. I can be flexible and can meet at any time that you, Julie and Mike are available. Look forward to hearing from you. Best, Chris Chris Kirk Christopher Kirk Associates Land Planning and Landscape Design 64 Ilka Lane PO Box 683 McCall, Idaho 83638 208.271.6231 Mobile

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Subject: Re: Accounts Record Request From: Ric ([email protected]) To: [email protected]; [email protected]; Bcc: [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; Date: Friday, May 25, 2012 12:34 PM TMA Board Members Hello Chris, Thank you for your email. I have reviewed the "accounting records demand letter" and can not find anything in it that would require further explanation. I would encourage you to limit your understanding of the letter strictly to what is written and not attempt to read anything else into it. The letter also outlines what is requested, there is no separate list to be provided. Julie and I would be happy to meet when the accounting records will be made available to us. Thanks, Ric

From: "[email protected]" To: [email protected] Cc: [email protected]; [email protected]; [email protected] Sent: Thursday, May 31, 2012 7:34 PM Subject: Records request from TMA Mr. Shumway: The attached letter is sent on behalf of the Tamarack Municipal Association, Inc. The board has indicated its preference to use my office for a single point of contact with you on this matter. Thank you for your anticipated courtesy in maintaining orderly corporate communications. Stephen J. Lord Attorney at Law 800 West State Street, Suite 201 Boise, Idaho 83702 office (208) 342-3953 Fax (208) 387-2728 cell (208) 602-9398 [email protected] [email protected] CONFIDENTIALITY NOTICE: This message contains confidential and privileged information intended only for the use of the recipient named above. When sent to counsel or parties, it contains information subject to Rule 408, Idaho Rules of Evidence and Rule 408, FRE. It may also contain confidential information protected by state or federal laws and rules (or both) regarding financial, medical or health conditions. Review, dissemination or copying by anyone else is strictly prohibited. If misdelivered to you, please notify us at the telephone number under the signature block, and kindly remove this message from your computer and any other systems under your control. Thank you.

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STEPHEN J. LORD ATTORNEY AT LAW 800 WEST STATE STREET, SUITE 201 BOISE, ID 83702 Telephone (208) 342-3953 Facsimile (208) 387-2728 Email: [email protected]

May 31, 2012 Ric Shumway 1230 N.E. Hickman Suite 1 Pullman, Washington 99163 Via email to: [email protected] Re: Your May 21, 2012, TMA “demand letter” (record inspection request) Dear Mr. Shumway I have been following your email and other communications with Mike Drury and Chris Kirk regarding your request for information from Tamarack Municipal Association, Inc. (TMA). On behalf of the TMA Board, TMA’s Executive Committee requests that you direct your communications on this subject through me. By way of background, before you wrote your “Demand Letter” of May 21, 2012, you had indicated to others that you had specific concerns about use of the fuel port and the fax machine, and at least one reference to Facebook comments previously made and withdrawn by Steve Gustafson. Because you made those statements to Chris Kirk a few weeks ago, I asked Chris to follow up to seek more detail as to the purpose of your May 21 Demand Letter. The follow up was intended to measure both “good faith” and “proper purpose,” and it also provided you a chance to describe the records and your purpose for reviewing them with reasonable particularity. The phrase “reasonable particularity” is well developed in corporate case law. Idaho law requires that a member do several things in order to review records of an Idaho nonprofit corporation. Here are the requirements.

Idaho Code section 30-3-131 * * * (3) A member may inspect and copy the records identified in subsection (2) [which includes accounting records] of this section only if: (a) The member's demand is made in good faith and for a proper purpose reasonably related to the member's interest as a member of the corporation;

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(b) The member describes with reasonable particularity the purpose and the records the member desires to inspect; (c) The records are directly connected with this purpose; and (d) The board of directors shall determine whether a member's request is for a proper purpose. (emphasis added) The law states that a written notice to inspect be made “at least fifteen (15) business days before the date on which the member wishes to inspect.” (Section 30-3-131(2), emphasis added). The statute makes clear that 15 business days must pass before the inspection occurs, not that the inspection occurs within 15 calendar days from the date of request. Your May 30, 2012, email incorrectly states that records must be provided within a 15-day time frame. Inspection, once the requester meets requirements (a), (b), (c) and (d), occurs “at a reasonable time and reasonable location specified by the corporation.” (Section 30-3-131(2)). After requirements (a), (b) and (c) are met, the Board may decline inspection if it cannot determine if the request is made for a proper purpose. The Act gives the Board the authority to determine whether a member's request is for a proper purpose. (Section 30-3-131(3)(d)) If the Board determines no “proper purpose” has been shown, no inspection is required. Idaho’s law appears unique in this regard. In many states, and in the ABA’s Model Non-Profit Corporation Act, courts are allowed to make this determination. (See 1988 Revised Model Nonprofit Corporation Act section 16.04, 2009 Model Nonprofit corporation Act section 16.04) Not so in Idaho. TMA’s next board meeting is scheduled for June 11, 2012, and I will suggest that your request be placed on that monthly meeting agenda. That meeting is scheduled the day before the expiration of the 15 business days following your notice of request to inspect. Idaho cases establish that Saturdays, Sundays and Holidays (Memorial Day) are not included in calculating “business days.” Stephen J Lord

Stephen J. Lord Attorney at Law cc Board of Directors, Tim Flaherty, Mike Drury

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Subject: RE: Records request from TMA From: Randy Hopkins ([email protected]) To: [email protected]; [email protected]; Cc: [email protected]; [email protected]; [email protected]; Date: Friday, June 1, 2012 10:08 AM Crazy that we have to waste our time with stuff like this……Tim – how is golf adventure going?

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Subject: Re: Records request from TMA From: Ric ([email protected]) To: [email protected]; [email protected]; Bcc: [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; Date: Friday, June 1, 2012 4:30 PM Dear Mr. Lord: I am writing in response to your May 31, 2012 letter. As you may already know, I personally own several properties at Tamarack and, therefore, I have a significant stake in the manner in which the TMA is operated. I am seeking, in good faith, to confirm that the TMA’s finances are being managed properly. I make this request solely for the purpose of protecting my significant interest in the health and well-being of Tamarack, the TMA, and my personal real estate investments. Sincerely, Ric Shumway

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STEPHEN J. LORD ATTORNEY AT LAW 800 WEST STATE STREET, SUITE 201 BOISE, ID 83702 Telephone (208) 342-3953 Facsimile (208) 387-2728 Email: [email protected]

June 15, 2012 Ric Shumway 1230 N.E. Hickman Suite 1 Pullman, Washington 99163 TRANSMITTED VIA EMAIL to: [email protected] RE: Request for TMA Accounting Records Dear Mr. Shumway: The Tamarack Municipal Association Board of Directors met on June 11, 2012, and it determined that the corporation would respond to your request by providing you with the following: 1. 2011 Balance Sheet 2. Checking account records (including checks and deposits)(but without information identifying individual employees) 3. 2011 Income Statement In the absence of a request stating requested records and purposes with “reasonable particularity” the TMA Board of Directors believes that this constitutes an appropriate response to your request for records that show “financial health” of TMA and that TMA uses “acceptable accounting standards.” Much of the information contained in this response may still be considered to be confidential and proprietary. TMA anticipates that you will not broadcast this or disseminate it publicly. These are TMA’s records, not merely “members” records. The fact that TMA has provided you with this information does not provide you with any legal right to invade privacy of others, to disclose corporate confidences, or to engage in behavior that might be considered unfair competition, invasion of privacy, or putting other members of the Association at a disadvantage by jeopardizing any proprietary practices of TMA, including contract relations and prospective advantage of or with TMA’s vendors and contractors.

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Ric Shumway RE: Request for TMA Accounting Records June 15, 2012 Page 2 We do not expect to see scans of this information posted on TMA HOA.com, for example. TMA reserves its right to respond with a request for injunctive relief if you post some or all of these records on a website or in other media for general public consumption or take further action in its interests if it determines that you are misusing the provided information, or that your purpose has strayed from determining TMA’s financial health or TMA’s use of appropriate accounting standards. Idaho law may be different from the law of other states, in that Idaho requires “reasonable particularity” and allows the nonprofit corporation’s Board of Directors to determine whether the request is made for a “proper purpose.” Reading these two requirements together, it appears that the Legislature intended to grant the Board of Directors some discretion in responding to requests of a general nature by providing information of a general nature. A few weeks ago, Chris Kirk and Mike Drury had requested that you stop in the TMA office in hopes of hearing or seeing from you something that approached “reasonable particularity” so that the Board could determine if your request was for a proper purpose. You declined that opportunity and reiterated only your prior general request. TMA’s response is by necessity equally general. Any further requests for information from you should be based on the information provided, and made with “reasonably particularity.” For example, if you want to see the supporting information for a check, identify the check by the date and number, and TMA can make copies for you of invoice, purchase order, etc. TMA has determined that disclosure of personnel, employment and attorney-client information would not be in TMA’s best interests. Accordingly, TMA will not provide information described in Idaho Code § 30-3-131(4)(b). Your letter never specified a time when you wished to make the inspection. In lieu of any specification of time or place, TMA has decided, in the alternative, to give you the abovereferenced information in electronic form attached in the email transmitting this letter so that you can review it whenever and wherever you wish. Sincerely,

Stephen J. Lord Attorney at Law Attachments cc Timothy J. Flaherty, Executive Director, TMA Mike Drury, Controller, TMA

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Subject: Re: TMA response to your accounting records request From: Ric ([email protected]) To: [email protected]; Bcc: [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; Date: Wednesday, July 4, 2012 8:28 AM ATTN: TMA Board Members The letter from Stephen Lord and the files provided on June 15th in no way met the request to inspect and copy accounting records for the Tamarack Municipal Association, Inc.. Attached below is a copy of the original demand letter. In that letter contact information was provided to allow the TMA to contact me and schedule an appointment to inspect and copy accounting records for the Tamarack Municipal Association, Inc.. I still require access to inspect and copy accounting records for the Tamarack Municipal Association, Inc. in accordance with Idaho Code Sections 30-3-130 and 131. Stephen Lord's June 15th letter attempts to place limitations on my request to inspect and copy accounting records for the Tamarack Municipal Association, Inc.. Such limitations do not comply with Idaho Code Sections 30-3-130 and 131. Stephen Lord's June 15th letter also attempts to excuse the Tamarack Municipal Association's failure to grant me access to inspect and copy accounting records for the Tamarack Municipal Association, Inc. by suggesting that I did not specify a date and time to inspect the accounting records. My original demand letter clearly stated the following: "Please contact me directly email: [email protected] or by fax 509-339-7269 to schedule the time and date for inspection." On June 15th I responded to Stephen Lord's June 15th email. As I have not received a response to my email sent on June 15th, I can only assume that TMA either did not receive my email or does not intend to honor my request to inspect and copy accounting records for the Tamarack Municipal Association, Inc.. Sincerely, Ric Shumway DEMAND LETTER Monday, May 21, 2012 ATTENTION: Tamarack Municipal Association Management and Board Members In accordance with Idaho Code Sections 30-3-130 and 131, I am providing 15 business days notice of my request to inspect and copy accounting records for the Tamarack Municipal Association, Inc. This demand is made in good faith and for a proper purpose reasonably related to my interest as a member of the Tamarack Municipal Association. The intent of my inspection is to assess the financial health and use of appropriate accounting standards. The accounting records are directly connected with the purpose for which I am making this inquiry. Please contact me directly email: [email protected] or by fax 509-339-7269 to schedule the time and date for inspection. Sincerely,

Ric Shumway 33 Golden Bench Court & 14 Haystack & 564 Whitewater Drive Tamarack, ID 83615

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From: "[email protected]" To: [email protected] Cc: [email protected]; [email protected] Sent: Friday, June 15, 2012 3:27 PM Subject: TMA response to your accounting records request Mr. Shumway: TMA's response is attached. Sincerely, Stephen J. Lord Attorney at Law 800 West State Street, Suite 201 Boise, Idaho 83702 office (208) 342-3953 Fax (208) 387-2728 cell (208) 602-9398 [email protected] [email protected] CONFIDENTIALITY NOTICE: This message contains confidential and privileged information intended only for the use of the recipient named above. When sent to counsel or parties, it contains information subject to Rule 408, Idaho Rules of Evidence and Rule 408, FRE. It may also contain confidential information protected by state or federal laws and rules (or both) regarding financial, medical or health conditions. Review, dissemination or copying by anyone else is strictly prohibited. If misdelivered to you, please notify us at the telephone number under the signature block, and kindly remove this message from your computer and any other systems under your control. Thank you.

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