Whitefish Golf Course on County Road 16

She discovered her future retirement home and current summer destination after she decided to become a golfer instead of a golf widow.

"Whenever anyone asks me where my favorite course is I say Whitefish," said Roden, a telecom executive and Victoria, Minn., City Council member. "I've met a lot of people who I consider best friends. Plus, it's a combination of the quality of the course and the ambiance that (PGA professional) Steve Bengston and his staff have created."

Roden's retirement dream appeared in jeopardy. She and other Ideal Development Corp. (IDC) shareholders, who own and operate Whitefish, feared what Roden called a "hostile takeover" by a group of fellow shareholders.

Monday, Roden's fears were tempered when Crow Wing County Judge Robert Zimmerman ruled IDC's motion for a temporary injunction against James Gammello be granted. Gammello and a board of six directors elected at an April 5 special shareholder meeting will not be allowed to access IDC's bank accounts or interfere with business operations.

At that April 5 meeting, Gammello and a group of shareholders attempted to oust the nine elected board members, which Gammello is one, and elect a new board that also included Gammello and five different shareholders.

Zimmerman cited Minnesota statute that says, "any one or all of the directors may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote an election of directors."

"My reaction is No. 1, we will comply with it and No. 2, judge Zimmerman has a reputation of being a good, hard working judge," Gammello said Tuesday. "His analysis makes sense to me.

"But this is normal and natural. It's what I call the normal ebb and flow of litigation. Nothing has changed. It's upward and onward. This has been going on for 20 years. I don't know how many more it's going to continue. My criticism is the avenues of communication are broken. I still think the shareholders need an opportunity to be paid."

Roden listened to Gammello's "sales pitch" at the April 5 meeting, but didn't agree with it.

"Some people don't appreciate the history of the course and what the vision of the current board is for the future," said Roden. "It would be tragic if the ambiance and the golf experience was damaged by this group alleging to want to pay dividends. We wouldn't be able to invest in improvements to the course. There isn't that kind of money in that course to pay dividends. I worry the course itself would go down hill. The original mission of the founders would not be protected and the future of the course as a successful enterprise would be damaged."

The construction of Whitefish, which opened in 1968, was paid for by the selling of IDC Class C "for profit" shares. For the first 39 years no dividends were paid on those shares. All profits made by Whitefish were invested back into the course and clubhouse. The course was expanded to 18 holes in 1981 and more shares were sold. There are currently 11,153 shares spread among 950 shareholders.

Those who own a share can vote at shareholder meetings. Those who own five or more shares receive discounted membership fees at Whitefish.

Gammello said the membership discounts create unequal benefits to a small group of shareholders. After legal consideration, the discounts are now viewed as constructive dividends, a dividend not all shareholders receive.

"There are shareholders who don't golf, don't live in the area anymore or are too old and frail to play golf, but they don't get the same return on their investments as those that do golf," said Gammello, who has been a shareholder for about 23 years. "The 20 percent off membership fees averages out to about $150, depending on what type of membership is purchased. That's a constructive dividend and not all the shareholders are receiving it.

"That's not fair."

IDC president Ted Silva said any shareholder can receive the discount and those who do pay taxes on it. Of the 950 approximate shareholders more than 200 have purchased golf memberships.

Silva said Whitefish is a modest income-producing golf course and any significant dividend paid to shareholders could hurt the club's ability to operate year-round. He also doesn't believe Gammello is concerned about membership discounts, but more about gaining control of the company. Silva said Gammello owns 331 shares, but controls about 2,200 shares.

"Our difference does have to do with dividends in a way," said Silva, "but it's a byproduct of collecting all these shares because if you get 50 percent plus one of the shares, a majority, you control the golf club and that's exactly what Jim was trying to do."

Gammello formed Whitefish Golf Acquisition LLC and launched a tender offer on Nov. 31 to purchase up to 3,700 shares of IDC stock. Then on Feb. 15, a group of shareholders sent IDC written notice demanding that the board call a special meeting of the shareholders.

The IDC board brought a temporary injunction for the April 5 meeting. District Court judge Earl Maus denied the injunction, saying it would not best preserve the status quo until a trail on the merits can be heard and he allowed the April 5 meeting.

Roden said this battle between the two groups hits at the mission of the course founders.

"The course was set up by a community of volunteers, who literally had sweat equity in the golf course," said Roden. "I know their goal was to build a community asset that was widely held by shareholders. The goal was never for the golf course to become a profit originating enterprise. I've talked to the founders who are still alive, there are still a few, and I realize this was a mission worth saving and protecting."

Monday's ruling came four days before Whitefish Golf Club was set to open.