Thompson, Coe, Cousins & Irons, L.L.P.
Attorneys and Counselors
February 18, 2020
Baldemar Garcia, Jr.
Person Whitworth Borchers & Morales, LLP
602 East Calton Road, 2nd Floor
Laredo, Texas 78041
Re: Cause No. 2019CVK002390D1; Arturo Dominguez v. Raul S. Villarreal et al.;In the 49th Judicial District Court, Webb County,Texas County, Texas.
Pursuant to Texas Rule of Civil Procedure 11, this letter is written to memorialize our clients' agreement announced to the Court on January 8, 2020 in the above referenced case. This written agreement includes additional details not announced to the Court, but subsequently negotiated and agreed to by our clients.
Prior to the conclusion of the hearing on Plaintiff's Motion for Temporary Injunction and before any rulings from Judge Lopez, and in exchange for the agreements announced on the record and in this correspondence, Plaintiff Arturo Dominguez agreed to dismiss with prejudice his lawsuit including all his claims for declaratory and injunctive relief against Raul Villarreal. Mr. Dominguez's dismissal also terminated the injunctive relief in the December 3, 2019 Temporary Restraining Order; allowing the Laredo Licensed U.S. Custom Brokers Association ("LLUSCBA") to resume work on behalf of LLUSCBA members. While the parties continue to disagree regarding several issues regarding the legitimacy of the nomination and election process for the 2020-2021 LLUSCBA Officers and Board of Directors, these issues will be resolved outside of litigation and in accordance with the LLUSCBA Bylaws. Specifically, the parties agreed to the following material terms:
1. Pursuant to Article VI, Section 5 of the Bylaws, Mr. Dominguez will deliver a written request for a special meeting signed by ten Members in good standing to LLUSCBA President Monica Salinas. The stated purpose of the special meeting will be for the members to vote on the following: Whether the previously elected Board should resign, namely,
- Monica Salinas Ramos, President
- Bo Burge, Vice-President
- Juan D. "Davo" Gonzalez, Secretary
- Jose D. Martinez, Treasurer
- Raul S. Villarreal, Past President / Chairman
- Jose D. "JD" Gonzalez, Board Member
- Olga Cantu, Board Member
- Victor Gonzalez, Board Member
- Dalia Moncivais, Board Member,
It is expressly understood and agreed that Mr. Dominguez's prior attempted request for a special meeting "to vote if we have a new election or not", served on the Board on January 15, 2020 was not a valid request as it was made prematurely and prior to finalizing the written agreement between the parties. It is further agreed that the prior attempted request for a special meeting shall not serve as grounds for any claim or suit against the Association, Board or individual Board members.
The Bylaws of the association intend a two-year term for the Officers and Board of Directors and there is no provision for early removal from office. In any event, the Officers and Board of directors proudly serve at the pleasure of the members. In this respect, the Officers and Board of directors have agreed to resign if a majority of the members present at the special meeting vote for their resignation. Should the Officers and Board of directors resign, it would create an unprecedented vacancy that would create the need for an election to fill the vacant Board seats.
The officers and directors identified above may nonetheless be nominated as candidates for the new election of officers and Board of Directors.
2. It is understood and agreed if voted on by a majority of the members present at the special meeting, the current Board's resignation would become effective at the time of the election to enable LLUSCBA to continue to function and conduct business between the special meeting and new election.
3. All LLUSCBA members in good standing and eligible to vote in October 2019 will be permitted to vote at the special meeting.
4. Members will only be permitted to vote at the special meeting in-person, no proxy votes shall be accepted. No email voting will be allowed. Further, because the Bylaws do not address whether a quorum is necessary for a special meeting, no quorum will be required for the special meeting.
5. The ballots will be bates stamped to ensure the number of ballots cast matches the number of eligible votes in attendance.
6. Each party will be entitled to present their arguments for and against the resignation of the current Board and whether a new election should be held.
7. The parties can campaign and solicit support for their position prior to the special meeting, but campaigning by e-mail is specifically prohibited.
8. If the members present at the special meeting vote in favor of board resignation, creating a vacancy and the need for an election of 2020-2021 Board of Directors, the election and nomination procedures will be scheduled at a later date.
Upon execution of this Agreement, Mr. Dominguez shall send the Board a request for a special meeting signed by ten Members in good standing with the stated purpose as stated in Paragraph 1 of the material terms above.
If the above accurately sets forth the parties' agreement, please sign where indicated below and return a copy of the signed letter to me for my file. If I have somehow misstated our agreement, please contact me immediately to discuss,