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DorieW1 (Tennessee)
Posts: 39
Posted:
According to lawyers.com (don't laugh) the site shares information regarding the fidiciary duties of the BOD, "The directors have a fiduciary duty to the members of the HOA and are liable for the breach of those duties. That means that they may not make decisions that benefit their own interests rather than those of the members."

So, if I have cause to believe that there has been a breach and or breaches of fidiciary duty by the BOD towards the members, what evidence to I need to present and/or what criteria does the allegation need to hold up to in order to lean towards prevailing?
TimB4 (Tennessee)
Posts: 21,059
Posted:
That would be a legal question which should be asked of an attorney who practices corporate law within your State.

One thing to remember is that Directors, because they are volunteers, are typically protected if they make a bad decision. Therefore, I suspect that you will not only need to prove a breach of fiduciary duty but that they did it out of malice and forethought rather than just making a bad business decision.
JM10 (California)
Posts: 503
Posted:
Check you CC&R and state laws. Also your HOA insurance.

By breach of fiduciary duties what exactly do you mean?

In our CC&R, the directors aren't liable for their actions unless you can prove negligence, malice or willful misconduct. This usually requires a judgment by superior court and a judicial review board (and not small claims court).

Your insurance carrier, however, may have a release clause that says something like the insurance will not cover the association in the case that the association is breaking state health and safety laws. From my understanding this means if you board decides to take a short cut and do something that is illegal, the association has liability that will not be paid by the insurance.

There are different elements required for proof of negligence, malice and willful misconduct and state laws may vary and the jurisdiction of the courts will vary from state to state. Once you get past small claims court, I think you need a lawyer.

TimB4 (Tennessee)
Posts: 21,059
Posted:
Dorie,

You also need to be able to identify the damages done to you and what is needed to make it equitable to satisfy those damages that the court could award if you won.

If your concerned about the Association not enforcing the covenants, then as a member, you may bring legal action against another member in order to have the covenants complied with. It won't make you many friends (and you may lose some you have) but that is an option all members have.

MelissaP1 (Alabama)
Posts: 13,836
Posted:
It is a fine line here due to apathy for the most part...If your board members are the ones who are in majority and doing most of the HOA's work then of course things will look like they get everything they want. It is up to the members to participate and attend meetings to even things out...
Remember...Suing your HOA is suing yourself and your neighbors...So take action when it benefits the majority NOT one person...

Former HOA President
JonD1
Posts: 2,350
Posted:
Dorie Williams:

Recently, it was suggested those visiting this site should be given the courtesy of assuming everything they posted was honest, accurate, and a full accounting of what they have detailed. I don't come to this site with that in mind, knowing people as a general rule will support their own views and beliefs.

I visited you Facebook page for Sawyer II and your personal Facebook page just to see for myself if things add up.

I have a few observations.

Seems your site attacking the "appointed" Board and the MC has very little activity with the exception of yourself and Mr. Bluff? ( I believe he has been working wih you on this endeavor) You post a comment and Mr. Bluff supports your observations. Going through the page you have had ONE other person post Miss Langne?(sp)and she was , if memory serves, asking for the date and time of the next meeting. Hardly suggests you have a huge support group among your own ownership. Or is there some explanation as to why no one else seems o be involved?

You personal site on Facebook contains numerous aricles and posts ALL which put HOAs in a bad light and supporting your views. Is this a fair representation of wha exists in the HOAs across the country? My guess probably not. Seems you are on a crusade to right your precieved injustices in HOA communities. Certianly you aren't the first and won't be the last. If you look for just the negative that is what you will find.

IMO you have concluded you stand on firm legal ground with litle chance of geting the short end of the stick. Well.........perhaps you might wish to reconsider.

In the event legal action is brought, your name will be listed as a denfendant not Larry from Ariz. or Jeanne from MD. As neither would be an attorney woking in Tenn. their legal expertise in my mind would be questionable at best. Nor can their posts be used to prove your case of what you suggest is a failure of the "appointed" Board to their fiduciary duty on behalf of the property. From what you have provided and reading through your Facebook page seems like you are unhappy and now seek to disrupt the MC and the Board at all costs.
This would require YOU retain an attorney and cover those costs no Larry or Jeanne or anyone else tha pats you on the back as you go along.

Your suggestion the ACLU would be willing to take this mater on. Well IMO that more than likely will not be happening.

Once the legal action commences under some circumstances you won't have the ability to end this. You will be dragged along in the justice system with costs adding up quie quickly.

In the 25 years I have served we have had 4 lawsuits. One by the terminated MC and three by "unhappy" owners who thought for sure they had "right" and God on their side. The MC lost and surprizing (to the owners) each had the courts rule against them. Each of these three parties covered their own legal costs. Be very careful what you ask for you just might get more than you bargined for.

And finally, Miss Williams you seem to disregard any opinions that differ from your own. While you have the right to do so that comes with a possible cost. In my life I always paid attention to those who disagreed. They are the ones who might find a flaw in your thought process. Not the cheerleaders who have nothing at stake and in the end leave YOU holding the bag.

Seems to me you have taken this on as a crusade to fight for what YOU believe is right and just. The courts just might not see things your way happens every day. And to be honest I don't know from what you have provided whether you have a legitimate point or not. IMO the road you have taken in attacking the Board and the MC is less than positive or productive. You have set up a page on Facebook, other than that was have you accomplished? And now from your page on Facebook you are suggesting others do the same. Wouldn't it be more responsible to wait until you find out how your situation ends before you encourage others to act in a similar manner?

"The road to hell is paved with good intentions." You might have the best of intentions but that does not guarantee you will prevail.

RogerB (Colorado)
Posts: 5,067
Posted:
Dorie, I think "to hold up" in court you should have written proof that there was prior knowlege by the BOD of wrongdoing or fraud. You would have a very heavy burden to prove this and even if you win it could be costly for your in terms of money, time, and personal relationships.

You seem to be suggesting a conflict of interest situation. Rather than ask an open ended question why not state the specifics and the support for your position?
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Quote:
Posted By JonD1 on 04/14/2012 8:33 AM
Dorie Williams:

Recently, it was suggested those visiting this site should be given the courtesy of assuming everything they posted was honest, accurate, and a full accounting of what they have detailed. I don't come to this site with that in mind, knowing people as a general rule will support their own views and beliefs.

I visited you Facebook page for Sawyer II and your personal Facebook page just to see for myself if things add up.

I have a few observations.

Seems your site attacking the "appointed" Board and the MC has very little activity with the exception of yourself and Mr. Bluff? ( I believe he has been working wih you on this endeavor) You post a comment and Mr. Bluff supports your observations. Going through the page you have had ONE other person post Miss Langne?(sp)and she was , if memory serves, asking for the date and time of the next meeting. Hardly suggests you have a huge support group among your own ownership. Or is there some explanation as to why no one else seems o be involved?

You personal site on Facebook contains numerous aricles and posts ALL which put HOAs in a bad light and supporting your views. Is this a fair representation of wha exists in the HOAs across the country? My guess probably not. Seems you are on a crusade to right your precieved injustices in HOA communities. Certianly you aren't the first and won't be the last. If you look for just the negative that is what you will find.

IMO you have concluded you stand on firm legal ground with litle chance of geting the short end of the stick. Well.........perhaps you might wish to reconsider.

In the event legal action is brought, your name will be listed as a denfendant not Larry from Ariz. or Jeanne from MD. As neither would be an attorney woking in Tenn. their legal expertise in my mind would be questionable at best. Nor can their posts be used to prove your case of what you suggest is a failure of the "appointed" Board to their fiduciary duty on behalf of the property. From what you have provided and reading through your Facebook page seems like you are unhappy and now seek to disrupt the MC and the Board at all costs.
This would require YOU retain an attorney and cover those costs no Larry or Jeanne or anyone else tha pats you on the back as you go along.

Your suggestion the ACLU would be willing to take this mater on. Well IMO that more than likely will not be happening.

Once the legal action commences under some circumstances you won't have the ability to end this. You will be dragged along in the justice system with costs adding up quie quickly.

In the 25 years I have served we have had 4 lawsuits. One by the terminated MC and three by "unhappy" owners who thought for sure they had "right" and God on their side. The MC lost and surprizing (to the owners) each had the courts rule against them. Each of these three parties covered their own legal costs. Be very careful what you ask for you just might get more than you bargined for.

And finally, Miss Williams you seem to disregard any opinions that differ from your own. While you have the right to do so that comes with a possible cost. In my life I always paid attention to those who disagreed. They are the ones who might find a flaw in your thought process. Not the cheerleaders who have nothing at stake and in the end leave YOU holding the bag.

Seems to me you have taken this on as a crusade to fight for what YOU believe is right and just. The courts just might not see things your way happens every day. And to be honest I don't know from what you have provided whether you have a legitimate point or not. IMO the road you have taken in attacking the Board and the MC is less than positive or productive. You have set up a page on Facebook, other than that was have you accomplished? And now from your page on Facebook you are suggesting others do the same. Wouldn't it be more responsible to wait until you find out how your situation ends before you encourage others to act in a similar manner?

"The road to hell is paved with good intentions." You might have the best of intentions but that does not guarantee you will prevail.


Well said.
DorieW1 (Tennessee)
Posts: 39
Posted:
Our CC&R's are not that detailed and the present property mangagement company directed and coordinated the drafting of ByLaws in 08 per invoice records while not legally recognized by the state as our agent, and waited until the end of 09 to record them with the Register of Deeds office. This body of work covers the indemnification of the board of directors. However, it is my understanding that willful, wanton, and/or gross neglegence of a board member can paint them into a corner of personal liability. With respect to a specific appointed board of director I have an email, a recording from the police department, a recording of a statement made in a meeting by this board of director regarding their own personal preference, a letter demanding money drafted by the property managment company following the falscification of an actual violation, and two witnesses to confer that this appointed board of director has acted on more than one occasion in a manner that points to serious serious fiduciary doubt on my part.
MelissaP1 (Alabama)
Posts: 13,836
Posted:
You look for it and you will find it...Plus there's always two sides to every story. By-laws are NOT necessarily required to be filed anywhere but with the HOA. CC&R's are filed at a county level and Incorporation documents at a state level. By-laws are the rules of the HOA developed by the HOA to be followed. Changes to the by-laws can be a simple vote at a meeting or actual redraft/majority vote of members to change.

Sounds like you need to educate yourself a bit more on HOA's and what they are. They are mini-governments self maintained by the members and also a corporation of which you are a stockholder in. Going around bad mouthing or saying bad things about your HOA truly is the way to bring down YOUR home values and your neighbors. Who is going to want to purchase a home where they have someone bad mouthing them on the news or webpage? YOU are doing your own damage to yourself and your neighbors. Seems to me it's time to get out of the forrest here and into the woods...There's trees there...

Former HOA President
DorieW1 (Tennessee)
Posts: 39
Posted:
Thank you John. And thank you for your observations. Also, thank you for sharing that you have observed experiences over the past 25 years that were not successful for the indignent members of HOA's. It sheds light on your previous statements that seemed heavily focused on antagonism for the mere sport of it vs. an actual perspective based on the information as measured against your knowledge/experience.

I understand that for some, a perspective such as yours is probably based on an assumption that members who are the most outspoken are doing so because they are angry about the terms they agreed to at closing, after the fact. Which means that patience from the board members is costly, time consuming, and self serving of the member.

After reading your information up above, I can understand why you would make the conclusion you have because you are not affected by the continual circulation of decisions made without reverence for the trust and confidence required by this board to recognize first before they decide who they will descend upon next to benefit themselves and the property management company.

It is an issue of complexity considering that this group of people were not elected to do what they are doing. They appointed themselves and a property management company assisted them in accomplishing this objective. Because they were appointed by eachother perhaps that is the reason they behave without reverence for their fiduciary duty to the members of the HOA because they were not elected.

At best, these are $110,00.00 zero lot line homes with a diverse group of occupants whose income earnings at best reach the mark of median in our country.

The primary responsiblity of this HOA is for it to operate so that it can finance our yard care, which we all know increases property values.

Almost 4 years after the "take over", our yards look like they receive radiation treatment and a member must be a personal friend of one of the appointed board members in order to dodge consequences for the clear violations of our CC&R's.

From a standpoint such as yours, this observation from myself is petty without the rest of the information which includes several neighbors being descended upon by this appointed board and property managment company for matters none of us were in violation of according to the CC&R's and in some cases, money was demanded.

Attorneys have been involved. Attornies are still involved. My own financial expense has been noteworthy and I have no expectations of anyone attempting to return it to me either. I am the member who has acquired state level and local HOA documents along with recording three HOA meetings in 2011 (the first of which I was openly chastised for doing by the property managment company president and the 20 year old daughter being groomed to run the small business) and upon permission from one of my neighbors, acquired a recording of a conversation he had via phone with the president of the property managment company correcting him on how our CC&R's read that the homeowners are supposed to take over the association and take over the community when in fact the CC&R's state that the developer after 90% completion turns the association over to a managing committee consisting of five lotowners who are appointed by the developer until such time as their sucessers are elected by a majority vote.

Documentation from the HOA clearly states that a small handfull of homeowners appointed themselves on July 27,2008 with the documented coordination of the property managment companies help, while state records reflect that our board and agent were not involved in this meeting held for a few to appoint eachother into positions, nor were the rest of the members.

The legally recognize agent filed a renewal for our charter 5 days after this appointment. The legally recognized agent never submitted a notice of resignation to the state as it is not part of our file. I know this personally because I purchased a copy of our entire file from the state in the fall of last year.

Given what you illude to understanding about the authority of a board and the annoyances of rediculous members, I doubt you would agree that the above mentioned is anything worth dismissing casually, especially if many have been impacted in a damaging way and if our yards appear to recieve radiation treatment at best.

If you can give me some pointers on how to better communicate what is wrong here then I am open to it as I agree that a difference of opinion is an opportunity to learn and refine our own perspectives I would appreciate it. However, if you feel you must continue with antagonism for the mere sport of it, I would request that you do not do that.

If I wanted to engage in a dirt slinging contest with you I would banter with you about your need to share just how unproductive the facebook effort is but I am not interested in that along with ensuring that you are aware of the fact that your need to be antagonistic will be met with no response wich in no way means I lack strength or ability to tolerate it but that It's a waste of my time.

In June of 2011, I began to knock on doors to see what the response was on the annual dues we are paying each year. out of 90 homes, I made person to person contact with approximately 45 owners and 30 signed a preliminary sort of petition in support of reducing our annual dues by one third which was met with a smug dismissal when presented in order to the appointed board and property managment company at the first meeting I knew about being held at the end of June in 2011. The reson for this effort was because I could see that many were being harrassed by the property managment company for matters that were not actual violations and we were paying for this out of our HOA dues when the focus of the funds in the CC&R's were about operations and yard care.

I was seeing evidence of abuse. Regardless of your personal disapproval of my efforts, I doubt you would disagree that anyone who is concerned about the abuse of people should be able to assert themselves without fear of retaliation. That is exactly why this page is looked into mostly as opposed to participated in as there is a fear of retaliation and a small few are benefiting at the expense of the members for this continued effort.

I have lived here for ten years and not until the beginning of last year has there ever been a problem for me.

JonD1
Posts: 2,350
Posted:
Quote:
Posted By DorieW1 on 04/15/2012 12:40 PM
Thank you John. And thank you for your observations. Also, thank you for sharing that you have observed experiences over the past 25 years that were not successful for the indignent members of HOA's. It sheds light on your previous statements that seemed heavily focused on antagonism for the mere sport of it vs. an actual perspective based on the information as measured against your knowledge/experience.

I understand that for some, a perspective such as yours is probably based on an assumption that members who are the most outspoken are doing so because they are angry about the terms they agreed to at closing, after the fact. Which means that patience from the board members is costly, time consuming, and self serving of the member.

After reading your information up above, I can understand why you would make the conclusion you have because you are not affected by the continual circulation of decisions made without reverence for the trust and confidence required by this board to recognize first before they decide who they will descend upon next to benefit themselves and the property management company.

It is an issue of complexity considering that this group of people were not elected to do what they are doing. They appointed themselves and a property management company assisted them in accomplishing this objective. Because they were appointed by eachother perhaps that is the reason they behave without reverence for their fiduciary duty to the members of the HOA because they were not elected.

At best, these are $110,00.00 zero lot line homes with a diverse group of occupants whose income earnings at best reach the mark of median in our country.

The primary responsiblity of this HOA is for it to operate so that it can finance our yard care, which we all know increases property values.

Almost 4 years after the "take over", our yards look like they receive radiation treatment and a member must be a personal friend of one of the appointed board members in order to dodge consequences for the clear violations of our CC&R's.

From a standpoint such as yours, this observation from myself is petty without the rest of the information which includes several neighbors being descended upon by this appointed board and property managment company for matters none of us were in violation of according to the CC&R's and in some cases, money was demanded.

Attorneys have been involved. Attornies are still involved. My own financial expense has been noteworthy and I have no expectations of anyone attempting to return it to me either. I am the member who has acquired state level and local HOA documents along with recording three HOA meetings in 2011 (the first of which I was openly chastised for doing by the property managment company president and the 20 year old daughter being groomed to run the small business) and upon permission from one of my neighbors, acquired a recording of a conversation he had via phone with the president of the property managment company correcting him on how our CC&R's read that the homeowners are supposed to take over the association and take over the community when in fact the CC&R's state that the developer after 90% completion turns the association over to a managing committee consisting of five lotowners who are appointed by the developer until such time as their sucessers are elected by a majority vote.

Documentation from the HOA clearly states that a small handfull of homeowners appointed themselves on July 27,2008 with the documented coordination of the property managment companies help, while state records reflect that our board and agent were not involved in this meeting held for a few to appoint eachother into positions, nor were the rest of the members.

The legally recognize agent filed a renewal for our charter 5 days after this appointment. The legally recognized agent never submitted a notice of resignation to the state as it is not part of our file. I know this personally because I purchased a copy of our entire file from the state in the fall of last year.

Given what you illude to understanding about the authority of a board and the annoyances of rediculous members, I doubt you would agree that the above mentioned is anything worth dismissing casually, especially if many have been impacted in a damaging way and if our yards appear to recieve radiation treatment at best.

If you can give me some pointers on how to better communicate what is wrong here then I am open to it as I agree that a difference of opinion is an opportunity to learn and refine our own perspectives I would appreciate it. However, if you feel you must continue with antagonism for the mere sport of it, I would request that you do not do that.

If I wanted to engage in a dirt slinging contest with you I would banter with you about your need to share just how unproductive the facebook effort is but I am not interested in that along with ensuring that you are aware of the fact that your need to be antagonistic will be met with no response wich in no way means I lack strength or ability to tolerate it but that It's a waste of my time.

In June of 2011, I began to knock on doors to see what the response was on the annual dues we are paying each year. out of 90 homes, I made person to person contact with approximately 45 owners and 30 signed a preliminary sort of petition in support of reducing our annual dues by one third which was met with a smug dismissal when presented in order to the appointed board and property managment company at the first meeting I knew about being held at the end of June in 2011. The reson for this effort was because I could see that many were being harrassed by the property managment company for matters that were not actual violations and we were paying for this out of our HOA dues when the focus of the funds in the CC&R's were about operations and yard care.

I was seeing evidence of abuse. Regardless of your personal disapproval of my efforts, I doubt you would disagree that anyone who is concerned about the abuse of people should be able to assert themselves without fear of retaliation. That is exactly why this page is looked into mostly as opposed to participated in as there is a fear of retaliation and a small few are benefiting at the expense of the members for this continued effort.

I have lived here for ten years and not until the beginning of last year has there ever been a problem for me.


Dorie:

You view any opinion other than your own as some sort of attack. Perhaps you might consider others have gone through what you have described. I joined my Board in 1987. It was full of "old boy" idiots who believed their only goal was to keep CCs as low as possible and allow the MC to handle everything else while overpaying him for his efforts. I never felt the need to set up a Facebook page to get some sense of revenge. I took the time to learn the documents, the laws and who was doing what and why. Now understanding the effort you have made and the results you have gotten just let me run through what it took me to clean things up.

I too visited every unit owner. After 14 YEARS ( yes that was years!) of working behind the scenes to get people to support my efforts an election was held. After more than 20 years the President, VP and Treasurer were voted OUT!

The MC was then terminated hence his lawsuit. He lost.

In 2003 I was voted in as President of the Board. Over those 9 years at a time when our economy is in the worst shape ever our assets have grown 10X. Now if you can find a financial advisor who can get you a 10 fold investment return in 9 years I would suggest you hire them.

If you read my last post I stated I "DID NOT" known whether you had a reasonable argument or not. It is lost in the details you provided.
Whether documents were filed with the state or county and when is of little importance to me. I would have to fix what's wrong with the leadership fisrt and foremost and then repair or update the things that were overlooked or mishandled.

Not sure how a group of people just shows up one day and declares they are the Board and the Board that was in place??? They just walked away?

Or how did that go down???? And the owners well they just started sending their CCs into the new self appointed Board???? Is that how it went???

And the owners that are victims of unreasonable fines and violations
they just turn the other cheek and have done nothing?

Here's what I have learned over 25 YEARS. While many such as yourself find fault or appoint blame to the Board and MC that misses the true mark. Any HOA is only as good as the OWNERS who operate under it. If the OWNERS sit back and do nothing then they deserve what they get. And believe me in many situations they will get the very worst. I have seen it.

Here's your problem. You have a Facebook page that shows TWO (2) names posting. Your suggestion every other property owner lives in fear of retaliation and is willing to do nothing well then time to pack it up and move. Without the support of the property owners you have little if any chance. And IF you did win and this group was removed you then are willing to be a one woman show till the end of time? That's the only option that works.

Now as has been suggested several times best for you to read your documents and get an accurate understanding of them. Your efforts to have a petition signed or sort of a petition or maybe a petition well my guess under your documents 30 people out of 90 can't decide to drop the CC rate by 1/3. I just wonder how did you come up wih that number. Do you have a copy of the property's budget? Do you know the property's expenses other than maintaining the lawns? Are there any? Do you have reserves? Do you have any savings? To be honest if a a group of owners walked in and submitted a petition to reduce our CCs by 30% that would be laughable. Just where have you been for the last 10 years??

I also read that you claim to have a "trustee" or someone you have picked ready and able to take over the control of the property if and when the courts rule this should take place. Now as I don't reside in Tenn. I will base this on my knowledge here in NY. Under the law no party in a lawsuit or legal action would be permitted or allowed to decide when, why, or who should be appointed to take over the control of a disputed entity. In most cases the court would appoint such a person. In many cases this person might be a lawyer, judge, or someone of equal standing or expertise. There would be quite a learning curve for someone to take over the day to day operations of the property and the kicker the PROPERTY pays for their time. Each and ever hour and their hourly rate is way above minimum wage. That cost over time will bankrupt your property. IMO.

Just wondering how this would be for the best on your property? Also suggests to me you just might be jumping the gun. If what you say is true and this group along with the MC is so evil my guess they will fight your efforts each and every step of the way. And you IMO have a long way to go.

And finally Dorie you have a talent for picking fights and insulting people. No doubt if it were my intention to pick a fight with you my personality does not lend itself to word games and debates. I come to this site to share what I have learned and seen over 25 years. But what does annoy me is when folks who have never served one day on a Board, who have no real understanding of how a Board works or their responsibilites, suddenly and magically comes to the point where they know all. Yes, at times I lack patience for folks who don't get it and never will. Every property has them but it is NOT my job to listen without end as to what they feel should be done or how things should be handled. And if you think that is a Board members job than get back to me after a few year of trying to make everyone happy. That's a Fool's game and despite your views I don't want to waste MY time.

Whether you listen to my advice or not really has no affect on my life.
Funny that some of the others who post here have offered you similar advice is it possible we are all wrong and you just know better?

I will repeat myself again, I believe your methods are wrong and will not in the end work. And what goes on in Ariz. or MD. doesn't have any direct effect on your home in Tenn. And your petition to reduce CCs accomplished what? Your Facebook page accomplished what? Coming to this site has accomplished what? Are you better able to take on the issues facing your property?

How is what you are doing now working for you???? Is it working at all.

JohnC46 (South Carolina)
Posts: 14,265
Posted:
Jon

Well said.

I think Dorie has her Jon and John's mixed up among other things.....LOL

LarryB13 (Arizona)
Posts: 4,099
Posted:
Dorie:

I have noticed that you use the term "agent" and "the legally recognized agent." Are you referring to the statutory agent?

You also wrote that "The legally recognize agent filed a renewal for our charter 5 days after this appointment."

As I previously stated, I am only familiar with Arizona corporations, but I often find confusion about who and what a statutory agent is. The sole function of a statutory agent is to serve as an "Inbox" for the corporation. The agent, who may be a real person or another corporation, receives communications on behalf of the corporation. The agent may or may not be a lawyer and may or may not be an officer or board member of the corporation. The only qualifications for a person to be a statutory agent in Arizona is that they be an adult who has resided in the state for at least one year. He does not need to be affiliated in any other way with the corporation.

A statutory agent does not file anything or represent anyone. If the agent is also counsel for the corporation, then he may file or represent but he does so in his capacity as an attorney and not in his capacity as a statutory agent. You may send a notice to XYZ Corporation in care of "John Smith, Statutory Agent" but you should never expect to receive anything back signed by "John Smith, Statutory Agent." You may, however, receive a reply signed "John Smith, President" or "John Smith, Attorney for XYZ Corp." A statutory agent only receives communications from the outside world; he does not send.

Clear as mud, right?

LarryB13 (Arizona)
Posts: 4,099
Posted:
Dorie & Everyone Else:

In another thread I commented on the lack of merit I found in a draft of a threatened legal action that the HOA's management company proposed to take against Dorie. My opinion (which is worth exactly nothing in any court of law) is that the draft complaint was nothing more than saber rattling.

Please do not confuse that with a belief that I endorse Dorie's position in this thread. I am not entirely certain as to what the issues are, other than a lousy landscaper. There seems to be an issue with a board of directors that somehow came into control of the HOA in 2008. Whether they are lawfully in control depends on a lot of documentation that we do not have.

One of the problems with forums like this is that when we write we assume that the other person knows things that they have no way of knowing and we use terms imprecisely. Then we ask for advice. As us old computer programmers say, "garbage in, garbage out."
JonD1
Posts: 2,350
Posted:
Larry:

I understand your explanation and thoughts about the threatened legal action. Happens every day a lawyer writes a letter either you do A or we will see you in court. I would think many suits are brought without the intention of ever winning on a legal basis just imposing the costs of defending your position. Dorie has a page that resulted in the MC making these threats now you have to decide is proving your point worth the risk of a suit being brought against you.

My concern in the event Dorie decides they have no case ( including the advice of others) she will continue on and then runs the risk of being served. Once that happens you need to hire a lawyer to defend you. Here that goes about $250 per hour. Plus prep time.

Now the question becomes is this the battle you wish to fight? Over a Facebook page? In the event you prevail more than likely you get to keep the page up. And your legal costs? And what has been accomplished??? IMO this issue is a distraction from the real issues facing this property. You may win a battle but in the meantime you lost the war............

And like you I have little understanding of the actual events that Dorie sees as questionable. The "appointed" Board issue is not clear. How was this allowed to happen?
The filings with the state and county not IMO a serious issue. Recorded conversations (now there's a can of worms) suggesting a "breach of fiduciary duty" IMO very unclear.

And how and why would the other owners simply allow themselves to be abused and violated as Dori suggests. And if this is true that signals another real problem.

And the landscaping just what is the problem poor performance in maintaining the property or perhaps abuse or overuse of these common areas.

Landscaping and mowing lawns is quite different from installing a new lawn system. And the cost would also be quite different.

In any case whatever the outcome I hope Dori keeps us up to date.

DorieW1 (Tennessee)
Posts: 39
Posted:
Our CC&R state that any lot owner can take another lot owner to court if one lot owner has determined that another lot owner is in violation of the CC&R's and I presented the information at a meeting in June of 2011 which was not responded to by any of the appointed board of directors or the agent.

Last week, I discussed with my therapist the matter as I have sporatically through the past twelve months as we discussed the concept of damages should it come to an actual defamation suit where I counter sue and she would be provide witness as my therapist for the damages caused in her terms and I suppose a decision would be made upon her testimony.

I'm making the assumption that my attorney would know what would be sought as reasonable compensation.
DorieW1 (Tennessee)
Posts: 39
Posted:
I think the context might not have been clearly communicated by me Melissa and for that I do apoligize. Your mention of the balance of power is important to recognize and that it is in the hands of the members to exercise. My perception is that the "mining" of member participation is a matter of time. It is not my place to demand participation and mean in no way your having implied that, however, as a member in this effort, it will take time. When comparing documentation from other annual homeowners meetings dating back to 2008, the meeting in 2011 contained more members...a total of 14 out of 90, one of which was by proxy.
DorieW1 (Tennessee)
Posts: 39
Posted:
You look for it and you will find it...Plus there's always two sides to every story. By-laws are NOT necessarily required to be filed anywhere but with the HOA. CC&R's are filed at a county level and Incorporation documents at a state level. By-laws are the rules of the HOA developed by the HOA to be followed. Changes to the by-laws can be a simple vote at a meeting or actual redraft/majority vote of members to change.

**Well, the MC informed us in June of last year that the ByLaws must be filed with the Register of Deed's office in order to provide the board legal means by which to operate. Also, our Register of Deed's office has stated this to me in person when I requested a copy of them (in the summer of 2011) as they were filed in 09 (eight years following our initial charter filing with the state in 01 by the developer). Perhaps this is not the case outside the state of Tennessee, however, it seems to be the standard in Tennessee.

Sounds like you need to educate yourself a bit more on HOA's and what they are. They are mini-governments self maintained by the members and also a corporation of which you are a stockholder in. Going around bad mouthing or saying bad things about your HOA truly is the way to bring down YOUR home values and your neighbors. Who is going to want to purchase a home where they have someone bad mouthing them on the news or webpage? YOU are doing your own damage to yourself and your neighbors. Seems to me it's time to get out of the forrest here and into the woods...There's trees there...

**Melissa, I will never know enough about any one matter and the more I learn the less I know. What I can count on is documentation and statements as they are facts, period. Definately interested in research to support the assertion of property values taking a nose dive on the account of discussing the facts in person and online. Your impression or belief of intention is your opinion which you are entitled to have. A local media story involving an HOA in Franklin, TN (about 45 minutes from my city) and a member putting up a facebook page along with the HOA's threat of suing the member has escalated to media attention by an NBC affilliate as it is an attempt to interfere with the first amendment rights of the member. I will follow that matter. Perhaps that may be what you are saying that if an HOA becomes recognized by the media for trying to force a member to stop whatever it does not like, is what drives down property values?

DorieW1 (Tennessee)
Posts: 39
Posted:
Dorie:

You view any opinion other than your own as some sort of attack. Perhaps you might consider others have gone through what you have described. I joined my Board in 1987. It was full of "old boy" idiots who believed their only goal was to keep CCs as low as possible and allow the MC to handle everything else while overpaying him for his efforts. I never felt the need to set up a Facebook page to get some sense of revenge. I took the time to learn the documents, the laws and who was doing what and why. Now understanding the effort you have made and the results you have gotten just let me run through what it took me to clean things up.
**Thank you. I can see that we have a difference of opinion with the accountability factor and possibly two different situations. Your assumption that revenge is the motivation is a mischaracterization of my intentions. It is and has been about accountability. The members have the right to know. The information is a matter of public record. The page makes it very easy to access. The MC went bonkers over it because they want to give everyone else the hassle they gave me in acquiring the information and it is also a way for them to generate 10 cents per copy. Most do not have the perserverence to accept the trait of resistance as part of the "process" when the MC/HOA does not want you to access your HOA records as a "lowly member".

I too visited every unit owner. After 14 YEARS ( yes that was years!) of working behind the scenes to get people to support my efforts an election was held. After more than 20 years the President, VP and Treasurer were voted OUT!
**That's perserverance!

The MC was then terminated hence his lawsuit. He lost.
**breach of contract?

In 2003 I was voted in as President of the Board. Over those 9 years at a time when our economy is in the worst shape ever our assets have grown 10X. Now if you can find a financial advisor who can get you a 10 fold investment return in 9 years I would suggest you hire them.
**Great job! Did you have your MC literally harrass your members to accomplish that goal? My guess is no and that you may have a good handle on effective leadership.

If you read my last post I stated I "DID NOT" known whether you had a reasonable argument or not. It is lost in the details you provided.
**So, you are responding because you only understand some of what I said? Okay.

Whether documents were filed with the state or county and when is of little importance to me. I would have to fix what's wrong with the leadership fisrt and foremost and then repair or update the things that were overlooked or mishandled.
**The purpose of acquiring documentation is so that no statement is made in the form of a personal opinion. Something smelled...so I looked into it. It's a style.

Not sure how a group of people just shows up one day and declares they are the Board and the Board that was in place??? They just walked away?
**According to this group of members per the documentation, they met, they appointed, and no one else was present except for a property managment company not legally recognized as our agent. The board in place and from the beginning, 2001, was unaware of the meeting and would not be made aware for several weeks as the documentation reflects.

Or how did that go down???? And the owners well they just started sending their CCs into the new self appointed Board???? Is that how it went???
**According to the documentation, the newly appointed board directed all of the members via flyer to send their dues to another place of address which was the new property management company that helped them coordinate this appointment meeting as they were hired following the firing of the legally recognized agent at the appointment meeting. I kid you not. This is in the documentation and part of a recording of the June meeting in 2011.

And the owners that are victims of unreasonable fines and violations
they just turn the other cheek and have done nothing?
**For the most part, that is correct.

Here's what I have learned over 25 YEARS. While many such as yourself find fault or appoint blame to the Board and MC that misses the true mark. Any HOA is only as good as the OWNERS who operate under it. If the OWNERS sit back and do nothing then they deserve what they get. And believe me in many situations they will get the very worst. I have seen it.
**That's a fair statement and I can understand this perspective. It was not until I started being harrassed that I thought something was wrong and then I learned that something was wrong in many places. This is not an attempt to assign blame but an actual effort to recognize the root of an issue, which in this case was harrassment.

Here's your problem. You have a Facebook page that shows TWO (2) names posting. Your suggestion every other property owner lives in fear of retaliation and is willing to do nothing well then time to pack it up and move. Without the support of the property owners you have little if any chance. And IF you did win and this group was removed you then are willing to be a one woman show till the end of time? That's the only option that works.
**This is a surprising statement considering that it took you 20 years to accomplish an objective. Packing up and moving is not something I would do unless I wanted to move.

Now as has been suggested several times best for you to read your documents and get an accurate understanding of them. Your efforts to have a petition signed or sort of a petition or maybe a petition well my guess under your documents 30 people out of 90 can't decide to drop the CC rate by 1/3.
**This was an effort in June of 2011 prior to the 2nd annual BOD meeting and the first meeting I had ever attended and one with two weeks to accomplish. The likelyhood of succeeding was not the goal so much as it was to begin making contact with members for a reason that would be of benefit to them considering the state of our yards and what I would learn to be harrassment towards many.

I just wonder how did you come up wih that number. Do you have a copy of the property's budget?
**In August of 2011, after much resistance, I acquired appx. 300 documents with the accompanyment of an attorney and with my Samsung Tablet. There were projections and actual funds spent for the years of 08 (half of that year), 09, 10, and a projection for 2011.

Do you know the property's expenses other than maintaining the lawns?
**At the time I did not and now I do since the first meeting to acquire records in August of 2011.

Are there any?
**Yes, there are. 1. MC fees 2. D&O Insurance 3. Tax Atty Fees 4. Attorney Fees 5. Annual State Charter Renewal Fees 6. Additional fees that vary from the MC 7. Occasional fees for repairs of fences belonging to board member owners. 8. Banking fees. All streets are city owned. All lights on the street are city owned. There are no common areas. There are no common facilities. All owners are required to maintain insurance for their homes. If an injury occurs on a property, up to the point that the property meets the city owned street, it is the homeowners responsiblity to handle the matter with their insurance.

Do you have reserves?
**We have no common areas which I understand is the purpose for reserves. Is that also your understanding?

Do you have any savings?
**In June of 2011, $23,000.00 was sitting in the bank and our yards look like they are undergoing radiation treatment. That's not funny. To my knowledge there is no savings account nor is there documentation to support the idea that savings has been a goal of the board.

To be honest if a a group of owners walked in and submitted a petition to reduce our CCs by 30% that would be laughable.
**From your perspective combined with very little facts to go on, I can see why it would be a joke to you.

Just where have you been for the last 10 years??
**My effort was born of the need to stop the harrassment. Documentation would reflect that our state charter was filed with the state by the developer in 2001. Our board would be our developer until the summer of 2009 per state records. From 01 to 09 our agent would be an attorney and then a property managment company. No resignatioin was filed with the state when the new property managment company took over.

I also read that you claim to have a "trustee" or someone you have picked ready and able to take over the control of the property if and when the courts rule this should take place. Now as I don't reside in Tenn. I will base this on my knowledge here in NY. Under the law no party in a lawsuit or legal action would be permitted or allowed to decide when, why, or who should be appointed to take over the control of a disputed entity. In most cases the court would appoint such a person. In many cases this person might be a lawyer, judge, or someone of equal standing or expertise. There would be quite a learning curve for someone to take over the day to day operations of the property and the kicker the PROPERTY pays for their time. Each and ever hour and their hourly rate is way above minimum wage. That cost over time will bankrupt your property. IMO.
**I believe you might be mistaken about my having made such a statement. I recall the statement made by my neighbor whose comment I probably clicked the thumbs up button on.

Just wondering how this would be for the best on your property?
**When I look at patterns of projections vs. what's actually spent, its our yards that loose in the equation and the property managment company who is paid more along with attorney fees in the end. All additional going to the property managment company unforseen in the budget along with attorney fees are decisions being made by the appointed board members and I have wondered also how this is best for our yards and our property values.

Also suggests to me you just might be jumping the gun. If what you say is true and this group along with the MC is so evil my guess they will fight your efforts each and every step of the way. And you IMO have a long way to go.
**Not acting with fiduciary duty in mind is the original question in the thread. Evil is your word choice. There's a difference in my opinion.

And finally Dorie you have a talent for picking fights and insulting people.
**I disagree. Your support of antagonism is a buddy system. I totally understand.

No doubt if it were my intention to pick a fight with you my personality does not lend itself to word games and debates.
**You have not been antagonistic. You have asked questions. There is a big difference.

I come to this site to share what I have learned and seen over 25 years. But what does annoy me is when folks who have never served one day on a Board, who have no real understanding of how a Board works or their responsibilites, suddenly and magically comes to the point where they know all.
**You have made several assumptions here and that's okay. Effective leadership is not subject to a single area. It's applicable to all areas involving more than one person and is also an important component of HOA leadership according to several experts who have published information avaliable for purchase both online and in bookstores.

Yes, at times I lack patience for folks who don't get it and never will. Every property has them but it is NOT my job to listen without end as to what they feel should be done or how things should be handled. And if you think that is a Board members job than get back to me after a few year of trying to make everyone happy. That's a Fool's game and despite your views I don't want to waste MY time.
**I understand that. Understand that during one of the meetings in 2011 (there were a total of 3 I attended) the basis for harassment of members (not appointed board members or thier friends) was determined by the complaint of a homeowner. I kid you not. If a homeowner complained about it, then the board claimed to have reason for paying above regular monthly fees to the property managment company to compose a letter including a misinterpretation of both the CC&R's and ByLaws with a demand for money. Considering that I was not the only one this happened to, I saw this to be a real problem and a breach of fudiciary duty.

Whether you listen to my advice or not really has no affect on my life.
Funny that some of the others who post here have offered you similar advice is it possible we are all wrong and you just know better?
** I am sorry you have this impression as it is not my intention at all.

I will repeat myself again, I believe your methods are wrong and will not in the end work. And what goes on in Ariz. or MD. doesn't have any direct effect on your home in Tenn.
**I understand your basis for the statements. I have no overnight expectations.

And your petition to reduce CCs accomplished what?
**It showed that one person could get in touch with more than a few neighbors if they really put thier mind to it. All of the claims that the entire neighborhood was contacted through three attempts prior to the appointment meeting and the only people who show are the ones appointing eachother along with an unsigned property managment company assisting in the coordination of the meeting along with a couple of proxies? Honestly, I don't buy it. And because no reciepts are turned in to itemize additional expenses turned in by the property managment company above the standard monthly fee, I have no dates to referr to about when the items were purchased for letters to be sent out by a property managment company that had zero business communicating in any form or fashion with the members of my HOA.

Your Facebook page accomplished what?
**Only time will tell.

Coming to this site has accomplished what?
**It has been very helpful. I am sorry you are so upset. That's definately a waste of your time.

Are you better able to take on the issues facing your property?
**Compared to the presentation of the petition in June of last year, I have learned a whole lot...but I will always be learning a whole lot too.

How is what you are doing now working for you????
**In my opinion, looking at various possibilities is important. No absolute for any matter can be predicted by anyone, however, taking into account all possiblities only strengthens preparation efforts.

Is it working at all.
**Well, a year into this, I would say that it will take some more time and your experience is encouraging. Thank you for your time. : )

DorieW1 (Tennessee)
Posts: 39
Posted:
My bad. I did have my Johns mixed up or just cannot read. That last one to the NY John was for you but I think he handled it pretty well for ya and was not antagonistic either. See how that works?
DorieW1 (Tennessee)
Posts: 39
Posted:
I have noticed that you use the term "agent" and "the legally recognized agent." Are you referring to the statutory agent?

**Our first agent for our HOA was statutory and was an attorney according to our state charter file from 01 to 05. The second agent for our HOA was an actual property managment company from 06 to 09 that coordinated yard care and operations of the HOA so docmentation would reflect. It is the year of 2008 that is a bit off and where we have a legally recognized agent per the state records and then we have an agent who partnered up with a few homeowners to behave as an agent to our HOA when they did not have the legal authority to do so. I hope I am communicating this clearly. In the latter half of 08 my HOA had two names, two boards, two bank accounts, two agents...they did not think anyone would figure it out in the records...and we did.

You also wrote that "The legally recognize agent filed a renewal for our charter 5 days after this appointment."

**That's what happened. And what this told us is that our legally reconized agent serving our HOA and our board did not know what had happened. Had they known and accepted dismissal from our actual board, they would not have filed the renewal. But our legally recognized board did not even know.

As I previously stated, I am only familiar with Arizona corporations, but I often find confusion about who and what a statutory agent is. The sole function of a statutory agent is to serve as an "Inbox" for the corporation. The agent, who may be a real person or another corporation, receives communications on behalf of the corporation. The agent may or may not be a lawyer and may or may not be an officer or board member of the corporation. The only qualifications for a person to be a statutory agent in Arizona is that they be an adult who has resided in the state for at least one year. He does not need to be affiliated in any other way with the corporation.

A statutory agent does not file anything or represent anyone. If the agent is also counsel for the corporation, then he may file or represent but he does so in his capacity as an attorney and not in his capacity as a statutory agent. You may send a notice to XYZ Corporation in care of "John Smith, Statutory Agent" but you should never expect to receive anything back signed by "John Smith, Statutory Agent." You may, however, receive a reply signed "John Smith, President" or "John Smith, Attorney for XYZ Corp." A statutory agent only receives communications from the outside world; he does not send.

Clear as mud, right?
**I trust your understanding and I am sorry if I am confusing. The matter I am discussing is very complex and I am learning as I go.

DorieW1 (Tennessee)
Posts: 39
Posted:
Quote:
Posted By JonD1 on 04/15/2012 6:07 PM
Larry:

I understand your explanation and thoughts about the threatened legal action. Happens every day a lawyer writes a letter either you do A or we will see you in court. I would think many suits are brought without the intention of ever winning on a legal basis just imposing the costs of defending your position. Dorie has a page that resulted in the MC making these threats now you have to decide is proving your point worth the risk of a suit being brought against you.

My concern in the event Dorie decides they have no case ( including the advice of others) she will continue on and then runs the risk of being served. Once that happens you need to hire a lawyer to defend you. Here that goes about $250 per hour. Plus prep time.

Now the question becomes is this the battle you wish to fight? Over a Facebook page? In the event you prevail more than likely you get to keep the page up. And your legal costs? And what has been accomplished??? IMO this issue is a distraction from the real issues facing this property. You may win a battle but in the meantime you lost the war............

And like you I have little understanding of the actual events that Dorie sees as questionable. The "appointed" Board issue is not clear. How was this allowed to happen?
The filings with the state and county not IMO a serious issue. Recorded conversations (now there's a can of worms) suggesting a "breach of fiduciary duty" IMO very unclear.

And how and why would the other owners simply allow themselves to be abused and violated as Dori suggests. And if this is true that signals another real problem.

And the landscaping just what is the problem poor performance in maintaining the property or perhaps abuse or overuse of these common areas.

Landscaping and mowing lawns is quite different from installing a new lawn system. And the cost would also be quite different.

In any case whatever the outcome I hope Dori keeps us up to date.

**I hope I answered some of your questions in another post John and your statements are reasonable. My purpose is to defend myself should I be pursued to answer in court as well as countersue if I am sued for this rediculous set of allegations. My defense is in the process of being funded along with witnesses and an expert witness no less. This is not about just me. This is about what is best for my subdivision and I am one of the few who is willing to take a stand on what needs to stop which is why this group is after me. They would much rather I just go away and let them be like it was before they began harrassing me and I would learn that I was not the only one but am one of many. That's not why we have an HOA.


DorieW1 (Tennessee)
Posts: 39
Posted:
Quote:
Posted By LarryB13 on 04/15/2012 4:24 PM
Dorie & Everyone Else:

In another thread I commented on the lack of merit I found in a draft of a threatened legal action that the HOA's management company proposed to take against Dorie. My opinion (which is worth exactly nothing in any court of law) is that the draft complaint was nothing more than saber rattling.

Please do not confuse that with a belief that I endorse Dorie's position in this thread. I am not entirely certain as to what the issues are, other than a lousy landscaper. There seems to be an issue with a board of directors that somehow came into control of the HOA in 2008. Whether they are lawfully in control depends on a lot of documentation that we do not have.

One of the problems with forums like this is that when we write we assume that the other person knows things that they have no way of knowing and we use terms imprecisely. Then we ask for advice. As us old computer programmers say, "garbage in, garbage out."

**I do not confuse your understanding of the lack of merit an actual endorsement and would concur that it not be understood by anyone as one either. You kindly explained in between the lines for me which was helpful and once agian I appreciate. After much resistance, I would have a total of two record meetings one of which was with the accompanyment of my attorney (which really pissed the MC off) and the second one was by myself. To off set costs of the several hundreds of dollars the MC wanted from me, I brought my computer tablet with me and took pictures of over seven hundred documents (which also really pissed the MC off because they could not report to the board what I wanted to see and they made zero money off of it too).

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