December 26, 2017 Board Meeting via E-mail

FAHA Board Meeting (Conducted via E-mail) December 26, 2017

These minutes are for a virtual meeting conducted via e-mail starting December 16, 2017 and ending on December 26, 2017.

The meeting was initiated by the distribution of comments to the board from Jeff Miller and John Tomlinson (attached e-mail dated 12/16/2017) about their positive impressions of the Ledger Square Law firm after meeting with them. Jeff Miller’s e-mail included a Fee Agreement and Engagement Letter with Ledger Square Law as an attachment.

Subsequently, John Tomlinson made a motion (attached e-mail dated 12/23/2017) to engage Ledger Square and asked for a second and a vote via e-mail.

Motion

Proposed by:      John Tomlinson
Seconded by:     Robbi Broussard
Motion made:    To engage Ledger Square Law, P.S.
Approved:           Yes, 7; No, 0; (2 absent)

Yes:

• John Tomlinson (proposed motion)
• Keith and Molly Littlefield (via e-mail)
• Robbi Broussard (via e-mail)
• Andy Karmy (via e-mail)
• Doug Matuska (via e-mail)
• Jeff Miller (proxy John Tomlinson)
• Janet Gundlach (verbal)

Abstain:

• Drew Anderson
• Keith Hendrickson


Board Members Present via E-mail:

Jeff Miller, President
John Tomlinson, Vice President
Robbi Broussard, Secretary
Janet Gundlach, Treasurer
Keith Hendrickson
Andy Karmy
Keith and Molly Littlefield
Doug Matuska
Drew Anderson

The exchange of e-mails ended on December 26, 2017. Attachments follow.



Jeff Miller and John Tomlinson E-mail Review of Meeting with Ledger Square Law

Dear Board Members – Please recall our meeting Monday evening included discussion of looking for

new lawyer representation. John Tomlinson offered a lawyer recommendation from a property
management firm he has a professional relationship with. That said, the recommended lawyer was
Jason Whalen the lead lawyer in a small legal group based in downtown Tacoma. Contact was made
with Jason by phone on Thursday and a meeting set up for today, Friday. All officers were consulted
prior to a meeting time being set. John and I were available all day Friday with alternate dates to be the
middle of January . Both Janet and Robbi had prior commitments for a Friday meeting but both
encouraged the early meeting date to help move us forward.

Jason Whalen, Clemencia Castro-Woolery, and Shasta Kelley (all lawyers with the firm) met with John
and myself in their offices starting at 9:30 am and ending 10:20 am. Jason and his support staff are a
breath of fresh air. They are quick to understand our situation and goals. They are creative in their
suggestions for solutions. They are collaborative in their problem solving. I can recommend that we
proceed with Jason Whalen as a lawyer to represent our interests. The attached document is a
statement of engagement and fees. Please review it and contact John Tomlinson regarding your
comments. I will be out of town until the 28th of December.

Best regards, Jeff Miller

—–

From: flyingts@comcast.net
Sent: Saturday, December 16, 2017 12:06 PM
To: Andy Karmy; Dick & Robbi Broussard (dickandrobbi@comcast.net); Doug
Matuska (dgmatuska@netzero.net); Drew Anderson
(g.drewanderson@comcast.net); Jeff Miller; Keith Hendrickson
(n7968g@gmail.com); Molly Littlefield (mollyflittlefield@me.com); Shawn
Selander (smselander@gmail.com)
Subject: Contact with Ledger Square Law, P.S.
Attachments: Fee Agreement and Engagement Letter.pdf

I concur with Jeff’s assessment (see below). In under an hour the legal team at Ledger Square Law firm
in Tacoma had a greater grasp and far more imaginative ideas than the HIP firm had after the many
hours they invested to date. I am extremely confident that we can get a quality product from these
folks. Attached is a fee agreement and engagement letter that clearly articulates how they approach and
bill for their work. To me, their letter illustrates the kind of results I expect to see from Ledger Square.
We received nothing like this from the HIP firm.

jt


John Tomlinson E-mail Motion to Engage Ledger Square Law, Call for Discussion and Vote 12/23/2017

From: flyingts@comcast.net
Sent: Saturday, December 23, 2017 7:26 AM
To: Andy Karmy; Dick & Robbi Broussard (dickandrobbi@comcast.net); Doug
Matuska (dgmatuska@netzero.net); Drew Anderson
(g.drewanderson@comcast.net); Jeff Miller; Keith Hendrickson
(n7968g@gmail.com); Molly Littlefield (mollyflittlefield@me.com); Shawn
Selander (smselander@gmail.com)
Subject: Motion to Proceed with Ledger Square Law, P.S.

Importance: High

Hi folks,

Hopefully by now you had a chance to read our comments and look over the engagement letter. At this
point, Jeff and I are proposing that we retain Ledger Square Law to act on our behalf. Our understanding
from our initial meeting is that their initial body of work will be to review relevant materials and provide
rough estimates and guidance for the next steps. My recollection is that they thought this would involve
5 to 10 hours.

Given that the holidays are here, Jeff and I concluded that we should get board approval via e-mail since
we are unable to meet at this time. Thus, I am making a motion to contract with Ledger Square Law to
act on our behalf to create the necessary organizations to purchase the airport, assist with issues related
to the collection of funds and oversee the execution of the settlement when needed. I am asking for a
second to this motion (more than one is acceptable) and your individual votes via e-mail either in favor
or against the motion. I am voting in favor and have Jeff’s proxy to vote in favor. Please contact me
should there be any need for discussion.

I plan to print a copy of the engagement letter upon approval (assumed) and sign it prior to leaving town
in early January. I will leave it with one of the other officers to obtain the other three signatures.

Please respond as soon as practical.

Regards,
John Tomlinson
FAHA Vice President