ON 8/19/04 WAS ALEX TAYLOR'S FINAL BOARD OF DIRECTORS
On Thursday, 8/19/04, at 6 PM was Alex Taylor's Board of Directors final regularly scheduled meeting. My notes for the previous one on 6/17/04 stated: "Alex Taylor was very out of character, he kept in check his usual disrespectful attitude to the homeowners and renters at past meetings. I know many of you have stopped coming to the meetings, because of the insulting way he acts." At this last meeting he was again out of character up until the uncalled for remark he made while leaving.
At the meeting of the 6 director positions one was still empty and last night one of the directors was absent so that left only the minimum number of directors, 4, last night to establish a quorum in order to start the meeting. Before the meeting ended Alex Taylor resigned, but just before that he did a dirty trick, he renewed Euclid's contract knowing most of the homeowners dislike Euclid. Immediately after resigning, with the meeting not over yet, Alex Taylor left. Because his leaving the meeting left only 3 members of the Board of Directors there to conduct the meeting, a homeowner, Richard Caldwell, quickly thought to ask if the board still had a quorum. Alex Taylor back to his usual disrespectful attitude, sarcastically said, 'Read Robert's Rules.'
So I looked up Robert's Rules of Order (manual of parliamentary procedure) and found http://www.constitution.org/rror/rror--00.htm. Then I clicked on the section for quorums and read all about them at: http://www.constitution.org/rror/rror-11.htm#64: "In committee of the whole the quorum is the same as in the assembly; if it finds itself without a quorum it can do nothing but rise and report to the assembly, which then adjourns. In any other committee the majority is a quorum, unless the assembly order otherwise, and it must wait for a quorum before proceeding to business. Boards of trustees, managers, directors, etc., are on the same footing as committees as regards a quorum. Their power is delegated to them as a body, and their quorum, or what number shall be present, in order that they may act as a board or committee, cannot be determined by them, unless so provided in the by-laws."
Also purchased Robert's Rules of Order Newly Revised and its concise guide, In Brief, that is co-authored by the grandson of the original author. In Rules of Order In Brief question 3 states: "Is it true that, once a quorum has been established, it continues to exist no matter how many members leave during the course of the meeting?" Answer: "No." Then goes on in detail including that any member noticing an apparent absence of a quorum can make a point of order such as the homeowner Richard Caldwell did.
Park Mediterrania HOA Bylaws Article VI page 10 "Section 6. Quorum. A majority of their number of directors shall constitute a quorum for the transaction of business at a meeting of the board. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the board."
So according to Robert's Rules of Order and our Park Mediterrania Bylaws once Alex Taylor resigned or even if he didn't resign, but just left the meeting, it was the same thing, the Board of Directors no longer had a quorum. So legally everything those three remaining Board of Directors did after he resigned or left was null and void including their executive session. (Its happened before that a director left during the Board of Directors meeting. 11/13/03 Minutes show four directors present at start of meeting then during New Business the note: "Jeffrey Scott departs from the meeting." The Minutes indicate the three remaining members, like a chicken with its head chopped off, kept running even thou there was no longer a quorum.) The meeting should have been immediately adjourned. Just one more of many times the Board of Directors knowingly violated our Bylaws. Jeffrey Scott, the one of the three members with the most years on the board should have known better. As they say "Ignorance of the law is no excuse." At the regularly scheduled meeting of Alex Taylor's Board of Directors in May by the swimming pool, the same meeting Alex Taylor admitted the Board of Directors mismanaged the HOA money, Jeffrey Scott made the mistake of using the word ignorance when referring to a homeowner who was speaking. This member chewed him out good then later this same homeowner became an active committee member for the removal of the entire board of directors.
One of the homeowners I talked to while gathering signatures on proxies to remove the entire board stated she wanted to retain the two members of the board of directors who are her neighbors. The members of the committee had discussed being selective in removing directors, but it was decided this idea was not feasible, because it would complicate things to much. When Alex Taylor's Board of Directors voted on renewing Park Mediterrania Homeowners Association contract with Euclid Management, I realized there were some good reasons for getting rid of those two members too. Even though all members of Alex Taylor's Board of Directors including those two neighbors of hers have heard the homeowners complain frequently about Euclid Management, not one of the board members including those two objected to renewing the contract with Euclid Management. All of them including those two neighbors of hers did not even bother to discuss this important issue before they voted. Before the present Alex Taylor's Board of Directors can possibly meet again, there is scheduled a Special Meeting of the Members at which time there will first be a vote on removing the entire board then a vote to elect new members. The contract with Euclid ended in April so either Euclid was continuing to work without a formal contract or Euclid had a month-to-month arrangement with Alex Taylor's Board of Directors. So there was no need to vote on renewing the HOA contract before the election. I believe Alex Taylor's Board of Directors members including those two realized they were not going to win the election and also after losing the election the new board of directors might not renew the contract with Euclid so they voted to renew the contract out of spite. The last apartment I rented had a addendum to the 6 month lease that had a cancellation fee of $500. So thanks to Alex Taylor's old outgoing Board of Directors, if the new incoming Board of Directors decides most of the homeowners wants them to cancel the contract with Euclid Management, we might be facing some serious early cancellation penalties. Another reason for getting rid of all of them including those two neighbors of hers too is they are all grossly negligent and they all have breached their fiduciary duty.
In addition to renewing Euclid's contract over the vocal objections of homeowners that were present and continuing the 8/19/04 Board of Directors meeting without a quorum after the ex-president left, Jeffrey Scott answered questions during member input. The answer Jeffrey Scott gave to my question about what happened to the nice shade tree near my Unit did not ring true. On 8/17/04 the beautiful shade tree near the swimming pool was butchered. When I asked Jeffrey Scott why, he said, because the branches were touching the eaves. He did not say why weren't just the branches that supposedly were touching the eaves trimmed back. Unlike many of the other shade trees on the property, this one sits (stands?) well back from the nearest building. He said the tree will grow back in two years. As bad as it was butchered it will take that long to be a beautiful shade tree again. A homeowner, Richard Caldwell, made an interesting observation, why didn't they wait until autumn to do it. Autumn starts on 9/22/04 and after the leaves fall off the tree trimming would not have been so noticeable. The shade tree was butchered so bad, while driving down the main driveway toward this tree at the end of the driveway, I was trying to point out to a co-worker the condition of this tree and he couldn't even see it
After the present Board of Directors is removed and meetings are no longer held at the Gonzalez Community Center, the Board of Directors meetings will be returning to "within the properties" as the Bylaws state they are required to be. The meetings use to be held in the shadow of that shade tree. Now it gives no shade. The cynic of human nature in me believes the motivation for butchering the shade tree is out of spite for soon to be losing the election and their positions on the board. The HOA is nearly broke and the cost of butchering that tree was a lot more expensive than just having the handyman trim back some branches. Just another example of Alex Taylor's Board of Directors mismanaging the HOA money.
On Thursday, 8/19/04, at 6 PM was Alex Taylor's Board of Directors final regularly scheduled meeting before the election to remove the entire board. At that meeting not only did Alex Taylor resign after 16 years of being on the Board of Directors, they handed out a Balance Sheet dated 6/30/04 that shows the HOA is almost broke. After 16 years of experience on the board he resigned, leaving the association with less than $35,000 in the bank. About what the association takes in each month in monthly association dues. Remember the expression living paycheck to paycheck? The association is now living month to month.
The Total Assets from 2/29/04 to 4/30/04 dropped $15,991.82 then from 4/30/04 to 6/30/04 dropped $14,423.03 more. So as you can see Alex Taylor's Board of Directors was still spending the dues faster than the dues were coming in. Even if everyone pays their $53 a month increase in association dues that was effective in July, a total of $7,526 more per month, the HOA is still heading toward a zero balance in the Reserve Assets and in the Wells Fargo (checking) account. Of course the Operating Assets will still show a lot of money, in the Accounts Receivable, but much of the A/R accounts are delinquent and late payers so that is like Monopoly money, we can't spend it. The HOA is like a family trying to live paycheck to paycheck, but their expenses have exceeded their income. I made a prediction in June 2004 and posted it on my website that may be a little off, I guessed then a negative balance by the end of August. I'm no CPA, but it appears to me by the time the present board is removed and new members are elected on 9/9/04, the HOA will be broke.
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