1 From the Desk of:

ERIC L. VANDUSSEN
P.O. Box 692 - Beulah, MI 49617 ericlvandussen@gmail.com 231-651-9189 February 12, 2014 To: Benzie Countys Board of Commissioners (BOC) RE: Benzie BOCs administrative proceedings pertaining to the Benzie Transportation Authoritys (BTA) Open Meetings Act violations

Dear Commissioners, For the reasons provided below, I believe that the BOC should immediately remove Ingemar Johansson and Kelly Thayer from their positions as BTA board members. Alternatively, I recommend that Mr. Johansson and Mr. Thayer be replaced with other BTA board applicants when Mr. Johanssons and Mr. Thayers appointments expire in April of 2014. Additionally, it is my belief that the BOC should pass a resolution urging the BTA to terminate their relationship with attorney Christopher Cooke. Im focusing my letter in an effort to provide details regarding the most egregious and blatant OMA violations that were committed by the BTA, Mr. Johansson, Mr. Thayer and - in some instances - with Mr. Cookes assistance, instigation and participation. In support of my above proposals, I am submitting a statement of facts which I suggested the BOC should utilize when formulating questions for Mr. Cooke, Mr. Thayer and Mr. Johansson to answer during the BOCs February 18 meeting. STATEMENT OF FACTS 1. (a) On April 2, 2012, all three members of BTAs executive committee (Mr. Johansson, Ms. Kitely and Mr. Thayer) attended an in-person meeting that was not open to the public with attorney Chris Cooke, for approximately 2.4 hours; (b) No public notice was given pertaining to the BTAs executive committee meeting with attorney Chris Cooke on April 2, 2012; (c) No minutes were taken or recorded of the BTAs April 2, 2012 executive committee meeting; (d) The BTAs April 2, 2012 executive committee meeting did not occur at the BTAs regular place of business; (e) Mr. Cookes invoice regarding the April 2, 2012 meeting indicate that he billed the BTA for [a]ttendance at conference with Executive Committee members, Mr. Johansson, Ms. Kitely and Mr. Thayer re: various issues regarding the departure of an employee and general procedural issues.

2 2. (a) On September 27, 2012, all three members of the BTAs executive committee (Mr. Johansson, Ms. Kitely and Mr. Thayer) attended a virtual meeting, by email, that was not open to the public and BTAs executive committee did not provide public notice for said meeting; (b) On September 27, 2012, at 12:20 AM, BTA executive committee member Kelly Thayer sent an email to the two other members of the BTA executive committee and informed them that he had "attached my suggested edits to these Ex Comm minutes. Please help shape these minutes, which are very detailed and would benefit from a close review by each of us before they're inserted in the Board packet."; (c) At 8:08 AM, on September 27, 2012, BTA executive committee member Ingemar Johansson sent an email to the two other members of the BTA executive committee and informed them that he had "took your version, Kelly, and worked from that one to contract the minutes. It was, in my opinion, waaaaay to detailed."; (d) At 8:45 AM, on September 27, 2012, BTA executive committee member Kristin Kiteley sent an email to the two other members of the BTA executive committee and informed them that "I agree that the amended minutes by Ingemar should go in the packet. I had many concerns about the first draft."; (e) BTAs executive committee did not keep minutes of their September 27, 2012 meeting showing the date, time, place, members present, members absent and any decisions they made at said meeting. (f) Mr. Cookes Nov. 11 letter to the BOC argued that: the identified emails show a desire by the participants to assist Ms. Miller in her minute taking habits, prior to the formulation of a draft of the minutes to be presented to the Board.; (g) the BTAs executive committee deliberated by email about how to alter the content of their meeting minutes before the original draft could even be published for theirs and the publics consideration. 3. (a) On November 19, 2012, all three members of BTAs executive committee (Mr. Johansson, Ms. Kitely and Mr. Thayer) again attended a virtual meeting that was not noticed or open to the public, with attorney Chris Cooke; (b) On November 19, 2012, at 9:24 AM, attorney Chris Cooke sent an emailto all three members of BTAs executive committee (Mr. Johansson, Ms. Kitely and Mr. Thayer) indicating, in pertinent part, that: ... Big news for me. I have left CMDA to start my own law practice, Cooke Law, PLLC... I, of course, would very much like to continue our relationship under the same terms and conditions as with my former firm. If that is your desire as well, I would need authorization to remove the Benzie Bus files from CMDA. I have placed some cut and paste language below that should be sent to "tyoung@emda-law.com" with a cc to "hkazim@cmda-law.com". Looking forward to a long and productive relationship with Benzie Bus. Can't wait for you to see my new digs! (c) Also on November 19, 2012, at 5:58 PM, BTAs executive committee member Kelly Thayer sent a responsive email (EXHIBIT 4) indicating, in pertinent part, that:

... Chris Cooke informed us today that he has left CDMA to start his own firm in Traverse City. I contacted Kristin and Ingemar, and we agreed to continue the BTA's legal relationship with Chris Cooke. Please see the attached message that I just emailed to CMDA authorizing the transfer of the BTA's legal files to Cooke Law PLLC. This will allow the BTA, including the Executive Committee, to continue to seek uninterrupted legal guidance from Chris Cooke "under the same terms and conditions" as with his former firm regarding development of the executive director contract and any other matters, as needed. I will inform the Board at the December 12 monthly meeting of our decision. (d) BTAs executive committee did not keep minutes of their November 19, 2012 meeting showing the date, time, place, members present, members absent and any decisions they made at said meeting. 4. (a) On and around September 9, 2013, a quorum of BTAs governing board and/or a quorum of one of its committees conducted a virtual and/or actual meeting with attorney Chris Cooke; (b) On and around September 9, 2013, a quorum of BTAs governing board or a quorum of one of its committees deliberated and made a decision to cause attorney Chris Cooke to draft and send a threatening letter to BTAs former executive director in an attempt to coerce her into immediately resigning her position; (c) BTAs deliberations and decision to cause attorney Chris Cooke to draft a threating letter to BTAs executive director did not occur at a meeting open to the public; (d) BTA did not keep minutes showing the date, time, place, members present, members absent and any decisions they made at their virtual and/or actual meeting that occurred on and around September 9, 2013; (e) Mr. Cookes Nov. 11 letter to the BOC indicates that he was asked to draft a proposed separation agreement between Ms. Miller and the Board which, if accepted by both parties, would have offered an amicable parting. This was encapsulated in my letter of September 9th, 2013. (f) Mr. Cooke did not reveal how many members of the BTA were involved in the decision to ask him to draft said separation agreement.

Thank you for your consideration,

Eric L. VanDussen