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Law Offices

MONTGOMERY, BARRY, BOVEE & BARRY


Dick H. Montgomery Richard J. Barry Michael R. Bovee Sean J. Barry 316 11th Street SW Plaza P.O. Box 500 Spencer, Iowa 51301-0500 E.I. #42-0642218 Telephone (712) 262-1150 Fax (712) 262-5590

June 25, 2011

Mr. William Prowell P.O. Box 2107 Cedar Rapids, Iowa 52406-21047 RE: Desert Flour, L.L.C.

Dear Mr. Prowell: I am enclosing a copy of a May 31, 2011 letter I received from John Sapp regarding Desert Flour, L.L.C. (herein Desert Flour). The enclosed letter was sent to me in response to a May 20, 2011 letter I mailed to Mr. Sapp. A copy of my May 20, 2011 letter to Mr. Sapp is also enclosed. Since it would be inappropriate for me to respond directly Mr. Sapp in light of your May 24, 2011 correspondence, this letter is intended as my response to Mr. Sapps correspondence. My May 20, 2011 letter was an attempt to suggest a format for structured member communications regarding Desert Flour. Based on discussions with Ed Keane it is my understanding that communications between Mr. Sapp and Mr. Keane concerning Desert Flour have been limited in the past and recently nonexistent. Since Mr. Keanes Desert Flour investment represents a substantial financial undertaking for Mr. Keane and his family, the purpose of my May 20, 2011 correspondence was to suggest a method for exchanging information and concerns about Desert Flour in a format contemplated by both the Desert Flour Operating Agreement as well as the Iowa Code. An example of the breakdown in member communications is the reference in Mr. Sapps May 23, 2011 letter to the status of the administrative fee provided by the Operating Agreement. Based on past communications between Mr. Sapp and Mr. Keane, it had been Mr. Keanes understanding that the administrative fee had been retroactively amended to a fee of .75%. The retroactive amendment of the administrative fee was agreed on at the time Desert Flour agreed to pay office rent to Mr. Sapp. However, it is now apparently Mr. Sapps position that the administrative fee has not been amended in spite of Desert Flours payment to Mr. Sapp of the monthly rental charge.

June 25, 2011 Page 2 Another example of the breakdown in member communications is the admission of Mikel as a Desert Flour member. While Mr. Keane is in agreement that Mikels involvement with Desert Flour is important to the companys continued success, Mr. Keane was never a party to discussions or any formal agreement regarding Mikels admission as a Desert Flour member. The foregoing are two (2) examples which highlight the need for more structured member communications. Based on the foregoing I would renew the request contained in my May 20, 2011 letter that Desert Flour schedule quarterly member meetings and that these meetings be conducted pursuant to an agenda agreed on by all the members prior to each meeting. As noted in my previous correspondence, Mr. Keane would propose that Mikel be a participant in the meetings and, at least initially, Mr. Keane would be willing to travel to Las Vegas for the meetings. I would further propose that one of the issues discussed at the next member meeting is the revision of the Operating Agreement to bring the Operating Agreement into compliance with past oral agreements have not been documented by formal written amendments to the Operating Agreement. Please contact me after you have reviewed this letter with Mr. Sapp so we can discuss the noted issues. Very truly yours,

Michael R. Bovee MRB:anf Enc. cc: Edward J. Keane

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