From: "Bill DuPere" To: "'Gil Vick '" Subject: RE: STOCK PURCHASE Date: Thursday, November 21, 2002 7:24 PM Silence is not consent, it simply means there has been no forum, no qourum, on the issue. Bill -----Original Message----- From: Gil Vick To: Bill Bernstein; Warren Ratley; Mike Casalena; Mike Casalena; Kyle Brown; Gaines Grantham; Bill DuPere; Cameron Coburn; Mike Butts; Butch Blanchard; Bill Purcell; Mike Cooper Cc: Eric A Brandt; Greg & Val Georgevitch Sent: 11/21/2002 9:30 AM Subject: Re: STOCK PURCHASE I think the restrictions mentioned in the bylaws apply only to shares which carry a proper and enforceable restriction. I think unmarked shares issued after 1989(?) do not carry this restriction. For shares purchased prior to 1989 I am less certain and you might be able to use this. Might be interesting to see CC and me on the same side of an argument :-) I think the issue is simply a case of our Commodore acting in bad faith. Silence is consent. If Cameron's actions are not officially challenged then our stockholders have every right to assume that this purchase was taken with the full knowledge and consent of each board member. Should Cameron not agree to place any and all shares solicited while he was a member of the WSC board into the buyback program, the only recourse I see is a censure motion, removal as Commodore, and publicity. Any 2 board members can call a meeting and it could all be conducted by email. I would start with a censure motion. Even if the censure motion fails at least the maker, the second, and any votes for censure will be recorded in the minutes of WSC and good names protected. The board can select and replace it's officers at will. Each and every member and stockholder should be informed of board motions, the salient issues discussed, and the vote. The only defense I can think of is to place the shareholder list into the hands of our members and beg them to contact non member shareholders and buy a few shares. If each member had just 3 shares we would be absolutely safe from any external takeover threat and Cameron's 30 shares would be less of an internal takeover threat. Remember, from a practical perspective Cameron can now appoint the board with no discussion. The 2002 board only has a week to sort it through! Any actions by later boards will be judging the 2002 board. ...Gil ----- Original Message ----- From: Mike Cooper To: Bill Purcell ; Butch Blanchard ; Mike Butts ; Cameron Coburn ; Bill Dupere ; Gaines Grantham ; Gil Vick ; Marvin K. Brown ; Kyle Brown ; Mike Casalena ; Mike Casalena ; Warren Ratley ; Bill Bernstein Sent: Wednesday, November 20, 2002 7:38 PM Subject: STOCK PURCHASE In accordance with Article IX Section 4 of WSC Bylaws any stock holder wishing to sell WSC shares SHALL give right of first refusal of a bona fide offer to purchase to Waccamaw Sailing Club, Inc. This did not happen with the 28 shares that were recently purchased by Cameron, therefore the shares in question MUST not be transfered without the shares being offered for purchase to WSC. The board must, therefore, ask that Cameron sell all 28 shares to WSC. If Cameron refuses to sell the shares to the club the transfer agent MUST not transfer the shares. The WSC board of directors does not have the right to make a bylaw change ( this would require 1/3 the stockholders present to meet the quorum requirement ). Therefore, any vote at the last board meeting to transfer the shares to Cameron would have been illegal. Mike Butts _____ Get more from the Web. FREE MSN Explorer download : http://explorer.msn.com