August 31, 2021
By Sherry Lynn Gros for The Highland Park Review
When I moved here, I swore my allegiance to uphold the laws of the State of Alabama. I keep my promises.
Allen Helms: “You’re not president of squat. Who elected you president?”
HPca: “We operate under the nonprofit corporation laws of the State of Alabama.
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Section 10A-2-2.07
Emergency bylaws.
(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:
(1) Procedures for calling a meeting of the board of directors;
(2) Quorum requirements for the meeting; and
(3) Designation of additional or substitute directors.
(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with emergency bylaws:
(1) Binds the corporation; and
(2) May not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event.
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The alarm was raised of imminent collapse of the dam in 2015 and monies collected until its ultimate collapse in 2021. Since 2015 Optimist has been considered an ongoing catastrophic event. Highland Park residents came together for a meeting and formed an emergency board of directors of the Highland Park Community Association to save the dam in October of 2019. At that time there were no board of director officers anywhere to be found. When asked who’s running this show there was only confusion. So Highland Park residents stepped up. We elected officers to restore leadership and exercise lawfully under the existing bylaws and articles of incorporation. We have held regular meetings since. I am President of that group, some have died, some are infirm, others were frightened away, some have moved away, some consider the responsibility toxic to their personality type, there are three of us left to operate legally and one censured member (Allen Helms). The people operating on the land at this time are operating unlawfully and in breach of contract to the landowner HPca.
HPca and the associated lands continues to be in a state of catastrophic emergency because of the impaired water body left us by vulgar mismanagement of independent actors in 2021, because of an alliance between lakesiders, and others who seek to assume those lands by adverse possession HPca presses forward to decide how to fend off the usurpers of the lands. We seek appropriate partnerships for preserve the public service in the discharge of the waters, upholding the environmental laws, wildlife and wetlands, and to protect the land rights of the Highland Park Residents who are deeded free access to the park and waters.
The emergency Board of Directors will continue to operate until a full BOD can be elected from the lawful one class membership.
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