RESOLUTION 1

RESOLVED, that the Public Letter of Censure attached hereto as Exhibit A and made a part hereof be, and it hereby is, approved by the Board.

RESOLUTION 2

RESOLVED, that a copy of the Public Letter of Censure attached hereto as Exhibit A and made a part hereof be, and it hereby is, placed in the minute book of the Club and posted on the bulletin board of the Club and that a link to the Public Letter of Censure be posted on the website of the Club under VCC Board – Board Minutes.

EXHIBIT A

December 2, 2008

Mr. Cecil Grattafiori
25 Ambito Place
Hot Springs Village, AR 71909

Dear Cecil,

In accordance with the Constitution and Bylaws of the Village Card Club (the “Club”), along with Robert's Rules of Order, Revised (the “Rules”), which, pursuant to Article X: RULES OF ORDER of the Bylaws of the Club, states that “Robert's Rules of Order, Revised, shall be accepted as the governing authority for the Club for items not specifically covered in the Constitution and By-Laws,” the Board of Directors (the “Board”) of the Club held a Special Meeting of the Board today, to consider the matters set forth below. After careful consideration of the appropriate response to these matters, the Board agreed that a public letter of censure of your conduct in these matters is the appropriate course of action.

Abuse of Position:

You arrogantly assumed a dictatorial stance regarding the powers you have as President of the Club, when in reality the only duties and authority that are conferred upon you are those set forth in the Constitution and Bylaws of the Club.

You harassed, insulted and intimidated Board members and members of the Club if they did not recognize your ultimate authority in all matters relating to the Club.

You substituted your own will for the determination of the Board.

You deliberately ignored and defiantly refused to carry out and recognize duly authorized actions of the Board.

You abused your office to promote your personal agenda.

By virtue of some of your actions, you interfered with officers in the carrying out of their duties; and, in certain instances, made it impossible for officers to carry out their duties.

You took actions contrary to the Constitution, Bylaws and Standing Rules of the Club. If any rule or bylaw conflicted with your ultimate objective, you disobeyed or distorted such rule or bylaw, in an attempt to impose your agenda upon the Board and the Club.

You failed to bring correspondence and other matters meriting the Board’s attention to the attention of the Board.

Dereliction of Duty:

You failed to properly perform the duties of the President and Chairman of the Board. By failing to promote civility and decorum in discussions and debates held during Board meetings, you failed in your role to facilitate meetings and to ensure fairness and equity. You do not promote negotiation and compromise and working together as a team.

Your conduct during Board meetings has shown your contempt for and disregard and disrespect of your fellow Board members personally and the Board’s authority generally. Such conduct is unprofessional, reflects poorly on the Board and the Club and undermines the Board’s confidence in your integrity and impartiality.

You have not maintained an impartial, unbiased, fair and equitable approach on all matters before the Board. Contrary to the Rules, you participate in the debate of and state your opinion on matters before the Board, without relinquishing the Chair. You have not treated everyone and every argument with the same sense of fairness. You have not preserved an objective and impersonal approach – especially when serious divisions of opinion arose. You allowed yourself to become partisan and be drawn into verbal duels with Board members.

You have not encouraged the opinions of the minority, nor created an atmosphere in which such persons would be comfortable in openly expressing such opinions. You have not insured that the Board hears the voice of all members, and considers significant minority opinions on issues. You stifled open discussions of matters.

You do not treat all Board members and Club members with dignity and respect. You do not always maintain a courteous tone and avoid injecting a personal note into the debate. You have not been composed and remained calm and objective. You created a confrontational atmosphere in dealing with matters before the Board. You consistently make insulting and disparaging remarks to and about fellow Board members. Your conduct, attitude and statements have been belligerent, personal, impertinent, dismissive, demeaning, belittling, badgering, derogatory, rude, intimidating, threatening and abusive. You have not avoided personalities, and have attacked speakers.

You refused to recognize Board members entitled to the floor during meetings. You refused to recognize members of the Club, in order that they may speak on a matter at Board meetings. You improperly interrupted persons who had the floor. You closed and cut off debate before all members exercised their right to debate. You attempted to drown out disorderly members with your own voice and the gavel.

When you heard inflammatory remarks at Board meetings, you did not immediately and decisively act to correct the matter and prevent its repetition.

You tried to influence the decision making process of the Board, to reflect your own personal agenda. You substituted your own will for the determination of the Board. You deliberately ignored and defiantly refused to carry out the actions authorized by the Board.

/s/ Pamela W. Harris____________
Pamela W. Harris, Vice President
and Acting Chair

Peg Birzer
Ginna DeThomas
Lillian Estes
Pamela W. Harris
Cathy Irving
Teri LaBove
Becky Rice

“ATTENDING
DIRECTORS”