HOA Dissolution Vote: Major Issues

Recent letter to the Board of Directors: (Any suggestions would be greatly appreciated) The Special Meeting was suppose to be a vote to Dissolve, however the MC changed it.

To the Home Owners Association Board Of Directors:

On February 27, 2007, I asked the Board President to please post any future Board Meetings on the HOA web site. He replied the same day that he would be glad to, and that there would probably not be a meeting until after the Special Meeting.

Has the Board of Directors acted in any manner that would constitute a Board Meeting since the Special Meeting held on March 5, 2007?

If so, please forward a copy of the minutes to me via email.

IF you have not had any formal meeting, then who is making the decisions on the issue here. Management Co. CEO states through his company that the Board as well as Management Company consider this matter closed (there is an implication here that there was some type of meeting). When was the decision made from the HOA BOD as a whole that this matter is close?

Management Company employee X is an employee of Management Company of 14 months. In the statements he made in the emails, he states that the next step would be to let a lawyer look at it and issue an opinion, of course at a cost of approximately $1,000.00 to the HOA. Did he make a mistake here, I don't know. I do know that $1,000.00 is a lot less money to spend battling this issue than spending in excess of $10,000.00 to $20,000.00 to resolve this matter in a court. I also know that I would not want to be a Board Member with the distinguished honor of having the fact over my head that as a Board Member we subjected all the Members to a financial hardship by breaking our bank and having to raise the Dues again and again to pay for lawyers. (Sounds contradictory on my part.

Ask these simple questions:

What was specifically requested on the petition for the special meeting? (Shall the HOA be Dissolved, Yes or No)

What was provided at the special meeting as a solution because we were all told that we can't dissolve an HOA? (I'll give you a hint here, it was a question that did not require a 75% Home Owner in favor vote). (Are you interested in pursuing a Dissolution of the HOA, Yes or No)

What was required for a quorum of the Special Meeting? (I believe we had a total of 129 people). (40% is the required quorum in our HOA)

What was the Vote outcome on the question? (70 Yes, 48 No)

Was the vote for a document modification of the CC&R's? (No)

Was the vote for a Dissolution? (No)

What was the Vote Count? (pretty simple, 70 For, 48 Against)

and finally,

Where in our governing documents does it state that those members who do not appear are considered votes for the Board of Directors?

I would like to work with you personally, however at this time I as well as all members of proxies I have are absolutely dumb founded by the decisions being made on this issue. Management Company X is a company that has been in business for a little over 3 years. Management Company CEO states in the email that he and his employees are not lawyers, and I agree. I do believe it is in your best interest to reconsider your opinions before this matter goes any further. It is my personal opinion that you are being misguided by an inexperienced company that will cost us more than we should have to spend in the end. I can tell you that there is not a court in Texas that would rule in your favor.

To quote a genius:

"He who accepts evil without protesting against it is really cooperating with it."

Rev. Martin Luther King, Jr.

I await your (Meaning Home Owners Association Board Of Directors & NOT Management Company') opinion and decision. I do not believe we need to have a formal meeting to resolve this, especially with Management Company, as I am in total disagreement with them.

Sincerely;

Roger:

Thanks for the reply:

The original PETITION was for a Dissolution, as allowed in the CCRs by a75% approval. The management company (not the board of directors) came back and stated that we could not vote to dissolve. They offered a solution of having vote to determine an "interest" is dissolving, and then stated that if that measure passed, the paperwork would be handed over to the legal bee's for official preparation to then vote on a dissolution (can be done with a document modification with 75% approval stating that this document will expire at Midnight, 3/31/2007, etc. rather than 30 years).

The vote in question was not a document modification vote nor a dissolution vote, it was simply a vote to "express and interest" is a dissolution. The vote needed a quorum of 121 members of which 130 appeared by person or proxy. The motion passed, there was an interest.

The management company came back and stated that there were 183 members who did not appear in person or by proxy. They state that those members are in affect expressing an interest in Not Dissolving. No where in the US, Texas, or any other state that I know of is a no vote a vote for the minority of the majority. (Well, maybe when the House and Senate are voting on pay raises :) )

Do you see my dilemna?

Carey, on another thread there was a link to your associations Declaration. Section 7.6 Term is clear. You can not terminate the Association for the first 30 years. Therefore, it is obvious your petition was out of order. You could have saved a lot of time and effort if you would have read and understood this before beginning the petition.

Carey, I did read the thread; plus I read your Declaration. I disagree, the Decloration is very clear. Your association can not be terminated for at least the first 30 years. It does not take an attorney to understand what is clearly stated. I think the Board would be wasting the association's money to ask for an opinion on something this clear. Incidently, your termination clause is commonly used for associations which are not established as perpetual.