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CharlesW1 (Georgia)
Posts: 826
Posted:
I’m a bit confused. I would appreciate it someone could correctly interpret my governing documents. (Attached)

I’ve learned a lot through the years and I’m still learning. I feel as though there wasn’t anything more to learn, until recently.

In our CCR&E as well as the By-laws both state that quorum must be established, before any association business can be conducted.

I’ve have come to learn that 25% (stated in the by-laws) is required when electing officers for the association and I was told that quorum required to amend the covenants is 2/3rds (two-thirds) of the total association.

The president of our HOA (for years) has told me that quorum must be establish prior to amending any of the governing documents. She always states that 187 members would be needed either in person or by proxy!

I’m certainly no mathematician by any means, but my calculator tells me that 187 members isn’t 2/3rds not is it 25%. I’m I mistaken here?

How do we establish quorum, in order to change or amend our CCR&E and by-laws, when our association consists of 275 lot owners.

All lot owners are eligible to vote or are only those who are members in good standings, eligible?

Any clarification would be greatly appreciated.
Thanks as always
Chuck W.
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Charles E. Wafer Jr.
DonnaS (Tennessee)
Posts: 5,671
Posted:

Hi Charles,
Let me try to make this understandable as it is always murkey to most all of us.
2/3rds of 275 homes is actually 185 votes (184.25 but you round the number off) So that is your quorum to pass amendments.
1/4 of 275 is 69 votes (68.750) is the number of votes to have a quorum for electing voting.

Now, your President has stated a word wrong. You do not need a quorum prior to amendment voting. What you need is 2/3rds of the entire memberships vote to pass an amendment. Be it by proxy or actual ballot vote, you need 185 votes.

To be eligible to cast a vote, the entire membership is entitled to this UNLESS your governing docs state that to vote, you must be a member in good standing. That means not in lien or in disciplinary action
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Chuck,
Quorum is normally 51% or 138 votes.
If the 275 number changes because of members not in good standing, it is 51%of that number. These numbers are number of owners (qualified) plus assigned proxies that have been verified by committee assigned.

2/3 of 275 is 184.25 or 184 whole bodies.

Only those in good standing or eligeble to vote, which means the total owners have to be adjusted.

In this day and age, and our covenants read the same, I am trying to get a 30% for quorum to hold meeting and retain the 2/3rd for changes.

You establish quorum to change the same way. You have to call a special meeting that deals only with the changes, have the meeting, count vote for quorum and count votes for changes. You can have a separate authorization for obtain quorum or you can have it combined with vote for changes. You also have to provide for the assignment of votes for changes. In other words, the quorum vote is a vote to hold meeting and the change vote is a vote to change and that vote can be assigned.

Now, I did this with a pencil so I am not responsible for math mistakes.

I think I would be right in our condo.
RogerB (Colorado)
Posts: 5,067
Posted:
Quote:
Posted By CharlesW1 on 10/31/2007 8:20 AM
How do we establish quorum, in order to change or amend our CCR&E and by-laws, when our association consists of 275 lot owners.

All lot owners are eligible to vote or are only those who are members in good standings, eligible? Chuck W.

Chuck, 2/3 or 275 = 184 lots approving to amend the CC&Rs. I recommend not doing this at a members meeting but by a write in ballot sent to every owner. Provide a written explanation for the recommended changes and request every owner of record sign and date a ballot which includes all of the amendments. Based on our CC&Rs every lot gets one vote and every lot is involved in the count. So any lot for which a vote is not received is the equivalent to a "do not approve" vote.

For amending By-laws usually this can be done at a "duly" called members meeting. The quorum for a members meeting is 25% or 69 lots. If approval of an amendment to the By-laws requires a 2/3 majority then 46 lot owner's approval may be required. It is much easier to amend the By-laws than the CC&Rs; 46 vs 184.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Chuck,
I am pretty certain you cannot change or amend without a meeting and to have a meeting you need a quorum, albeit for annual meeting or special meeting. I don't think you can make changes with a 25%. But someone will probably prove me wrong, if fact I think I might hide for a few days.
RogerB (Colorado)
Posts: 5,067
Posted:
Robert,
In my experience your comments have never been the case. But that doesn't mean you should hide

The procedures to amend a document are normally defined in the document unless updated by state statute. We have always amended CC&Rs without a members meeting. No proxies are allowed and every lot owner is required to sign and date their ballot. It requires 2/3 approval and every lot is counted.

For By-laws we have always amended at a duly called members meeting which must have a quorum (usually 20%) to call the meeting to order. Depending on the HOAs By-laws it requires a 2/3 majority (sometimes a simple majority) of those voting. Proxies are allowed and members not in good standing may not vote.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Roger,
There used to be a Bumper Sticker in abundance around here. When I first got here, I was taken aback a little but now I kind of like it.

Bumper Sticker: "I don't give a damn how you dd it up North"

Up north really means anyone that is more than 3 yards away.

I expect it may be differences between condo and HOA, and I'm sure you have found out the documents some of us, if not all, are similar to that old game we placed as kids. One kid would whisper something to another and they would do that down the line and see how much the message gets changed at the end of line. Also, there is so many personal agendas in play rules get bent to serve the one with the most push. I honestly believe when our documents were written they were just turned over to some lawyer (and in our case, that lawyer is still around). He writes to satisfy developer and after that he advises that you have to abide by the documents. This can go on forever until some one else with enough reason and determination gets them changed and then everyone thinks that are laws when they are really opinions, albeit, some are qualified opinions. But done here, from where I sit, any of these documents can be challenged and you end up with a judge giving maybe a different read and then that changes the documents again. How's the snow situation? Any snow bunnies up there yet?
JoeW1 (New York)
Posts: 728
Posted:
Quote:
Posted By DonnaS on 10/31/2007 8:43 AM

Hi Charles,
Let me try to make this understandable as it is always murkey to most all of us.
2/3rds of 275 homes is actually 185 votes (184.25 but you round the number off) So that is your quorum to pass amendments.
1/4 of 275 is 69 votes (68.750) is the number of votes to have a quorum for electing voting.

Now, your President has stated a word wrong. You do not need a quorum prior to amendment voting. What you need is 2/3rds of the entire memberships vote to pass an amendment. Be it by proxy or actual ballot vote, you need 185 votes.

To be eligible to cast a vote, the entire membership is entitled to this UNLESS your governing docs state that to vote, you must be a member in good standing. That means not in lien or in disciplinary action

DonnaS and Fellow Posters,

I believe based upon CharlesW1's past posts that indeed quorum of those members in good standing is in his governing documents. On that topic there has been great debate, some saying (rather wisely) that you should still try to get the quorum from the entire membership regardless, some also stating no, only get the quorum percentage of those members in good standing. Both arguments had valid points.

Be that as it may CharlesW1 needs a quorum of 25% present in person or proxy prior to amendment voting. Prior to 2/3rds vote to pass an amendment, a quorum of 25% of the members present at a duly called or held meeting at which quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. As his section 2.11 clearly states.
CharlesW1 (Georgia)
Posts: 826
Posted:
Thank you all for your interpretations on this matter. I have a much better understanding, but still a little confused as too my particular situation.

Quorum for electing officials is 25% (either present or by proxy of eligible members-in good standings). Is this amount also required to amend the covenants or just the percentage required to establish quorum? I would think so, but I truly don’t know for sure.

In order to actually amend the CC&Rs, 2/3 (total association) votes are required,(184 member votes) Would you only need 25% to establish quorum and then you can vote which then you would need the 2/3 (total association) by written ballot including signature and date?

I would like to have a clear interpretation (from you all) of exactly how we go about amending the CC&Rs (before purposing this process to the rest of the board)

One thing I’m certain of is that quorum is required before any official business can take place, would that percentage be 25%? Once quorum is established (depending upon the association business), would then determine the percentage required to amend. I think, right?!

Thanks so much thus far
Chuck W.

Charles E. Wafer Jr.
JoeW1 (New York)
Posts: 728
Posted:
Chuck - You need 25% of the # of households (in person or by proxy)in your Association to obtain quorum at ALL meetings. If you have 275 households then quorum is 69 owners. I believe based upon your previous posts to the subject of quorum that your gov. docs. state quorum is taken as a percentage "of members in good standing". You can confirm that part. Once you reach quorum than the 2/3rd's or other percentage requirement kicks in. As long as you maintain 69 owners present in person or by proxy, you then need 115 additional owners by person or proxy to ratify something that requires a 2/3rd's vote of households. Math is 275 x .67 = 184, 184 less 69 = 115. That's my interpretation. Hope others concur and hope it helps.
DanaA (Florida)
Posts: 117
Posted:
Joe, why does Chuck need a 25% quorum for ALL meetings? Most meetings the membership does not vote on issues, the BOD makes decisions, members attend only as observers, right? I thought quorum requirements only kicked in when the membership is involved in participating in member voting situation. Educate me, thanks!
CharlesW1 (Georgia)
Posts: 826
Posted:
Quote:
Posted By JoeW1 on 11/01/2007 4:41 AM
Chuck - You need 25% of the # of households (in person or by proxy)in your Association to obtain quorum at ALL meetings. If you have 275 households then quorum is 69 owners. I believe based upon your previous posts to the subject of quorum that your gov. docs. state quorum is taken as a percentage "of members in good standing". You can confirm that part. Once you reach quorum than the 2/3rd's or other percentage requirement kicks in. As long as you maintain 69 owners present in person or by proxy, you then need 115 additional owners by person or proxy to ratify something that requires a 2/3rd's vote of households. Math is 275 x .67 = 184, 184 less 69 = 115. That's my interpretation. Hope others concur and hope it helps.


JoeW1,

Thank you so much, if in fact that is correct, that would confirm my original beliefs, therefore make amending our covenants that much easier.

Last question concerning this topic, perhaps you could shed some light on this as well.

Our governing documents do state that in order to be eligible to vote you MUST be a member in good standings, you are correct!

Hypothetically, what if the board begins the amending process after establishing quorum (69 proxies or presence) and those (at the time) are currently delinquent making them ineligible to vote, but while soliciting for ballot/votes (course of a couple of months) members become eligible to vote, does that have any relevance to the number (of ballots) then needed?

Another hypothetical for you, what “IF” the board received 2/3 (184) out of those ballots collected 30 weren’t ineligible to vote (delinquent assessments). According to the financials “they” were current when the process started. Does that matter or are “they” still ineligible to vote on this particular matter? Would their vote even be valid?! I think I may have answered my own question, but not for sure.

Hope my explanation makes sense.

Again, I appreciate your detailed interpretation and clarification as always.

Chuck W.


Charles E. Wafer Jr.
DonnaS (Tennessee)
Posts: 5,671
Posted:

Dana,
That is how we do it in Florida. I do not know about other states but it does not sound correct to me because if the 25% was need to quorum all meetings, I would bet that there would be no meetings--ever. Here again, member apathy is why people do not show up at regular--non controversial meetings.
DonnaS (Tennessee)
Posts: 5,671
Posted:

Please accept my appologies for my error. In Florida, an Association needs a quorum of 30% for their Annual Meeting which is also the election of officers (unless their governing documents state a lower number). But regular meetings require no membership quorum, just a quorum of the BOD. We do monthly BOD meetings with sometimes 4 or 5 members in attendence.
CharlesW1 (Georgia)
Posts: 826
Posted:
Quote:
Posted By DonnaS on 11/01/2007 5:36 AM

Dana,
That is how we do it in Florida. I do not know about other states but it does not sound correct to me because if the 25% was need to quorum all meetings, I would bet that there would be no meetings--ever. Here again, member apathy is why people do not show up at regular--non controversial meetings.

DonnaS

I believe and I could very well be wrong. However I would think “IF” a particular motion was made, that NEEDED a vote, then is when quorum (25%)would be required-either present or (in this case by proxy) otherwise it wouldn’t matter if it was just one person at the meeting, it would still be a meeting, just wouldn’t be the ability to vote on the motion.

DonnaS how does your association get any busy resolved when your meetings require there to be 25% quorum? Now that sounds a bit far fetched IMHO. I understand that the majority of association business in performed amongst board members, so basically you are saying (unless you receive enough proxies-(if valid in Florida) or members make an appearance, you CAN’T hold a meeting? HMMMMM, that does make much sense at all. Is that even possible?!

Chuck W.

Charles E. Wafer Jr.
RogerB (Colorado)
Posts: 5,067
Posted:
Charles, a meeting may not be called to order until a quorum is present. That includes members meetings and Board meetings. There can be no meeting and no business conducted (except to establish a date for a future meeting) without a quorum. With the apathy in HOAs it is best for a large HOA such as yours to amend By-laws (if necessary) to establish a low percentage (10%) requirement for a quorum. By contrast, for a small HOA like one that recently posted they have a 10% requirement with only 20 members, they need to amend their By-laws to require a higher percentage. For example, with 20 member 10% = 2 members; whereas a quorum of 40% would require 8 members.
JoeW1 (New York)
Posts: 728
Posted:
Posted By DanaA - Joe, why does Chuck need a 25% quorum for ALL meetings? Most meetings the membership does not vote on issues, the BOD makes decisions, members attend only as observers, right? I thought quorum requirements only kicked in when the membership is involved in participating in member voting situation. Educate me, thanks!

Posted By DonnaS - That is how we do it in Florida. I do not know about other states but it does not sound correct to me because if the 25% was need to quorum all meetings, I would bet that there would be no meetings--ever. Here again, member apathy is why people do not show up at regular--non controversial meetings.

DanaA and DonnaS- Chuck needs a 25% quorum for ALL meetings because his section 2.11 that he sighted is below in case you didn't review it before comment. See the part where it states, "at all meetings of the association...". While I concur with you that most meetings the membership holds do not vote on issues, AND find the requirement for quorum at all meetings to be ridiculous red-tape, Chuck's section 2.11 as provided to us is what it is. Hence why I stated ALL.

"2.11 Quorum. The presence, in person or by proxy, of members entitled to cast at least twenty-five percent (25%) of the votes entitled to be cast at the meeting shall constitute a quorum at all meetings of the association. The members present at a duly called or held meeting at which quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum."
RogerB (Colorado)
Posts: 5,067
Posted:
Joe, I think Chuck said they need a quorum of 25% of the members for any members' meeting but not for ALL meetings. The quorum for Board meeting is usually a majority (50+%) of the current Board members.
JoeW1 (New York)
Posts: 728
Posted:
Quote:
Posted By RogerB on 11/01/2007 10:15 AM
Joe, I think Chuck said they need a quorum of 25% of the members for any members' meeting but not for ALL meetings. The quorum for Board meeting is usually a majority (50+%) of the current Board members.

Hey RogerB - Look above your post to me, look at Chuck's sighting of 2.11 and my copy and paste of it. It does say "all" meetings of the Association. Open meetings are Association meetings. Believe me, I can't believe there is a quorum requirement for "all" meetings but Chuck's 2.11 says there is. Unless of course 2.11 is taken out of context and is really part of Article II with a specific reference to something that is not superseeded by another Article. Yes, the quorum for a Board meeting is usually a majority 50% + %, totally agreed.
RogerB (Colorado)
Posts: 5,067
Posted:
Joe, I interpret Association meetings to mean members meeting. I believe Board meetings are not Association meetings. I'll bet you their quorum for a Board meeting is at least 50+% of the current Board members. Otherwise, with 25% being a quorum then with 3 Board members a Board meeting can be held by 1 Board member
CharlesW1 (Georgia)
Posts: 826
Posted:
Quote:
Posted By RogerB on 11/01/2007 6:02 PM
Joe, I interpret Association meetings to mean members meeting. I believe Board meetings are not Association meetings. I'll bet you their quorum for a Board meeting is at least 50+% of the current Board members. Otherwise, with 25% being a quorum then with 3 Board members a Board meeting can be held by 1 Board member

Roger and Joe,

I would think that Rogers’s explanation of quorum would be correct. “IF” It weren’t there wouldn’t be many HOA meetings, due to not establishing quorum. That couldn’t be! HMMMMMMMMMMMM or could it?!

HOPEFULLY NOT.

Thanks as always
Chuck W.

Charles E. Wafer Jr.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Quorun,
Our association documents say 50+% for annual Meeting (association meeting).
For Board meetings it is 50+% with 5 member board.

Only Annual Meeting and special meeting (50+%) are open to association.

We bust our butt every year scratching around to get a quorum with Proxies.
The whole thing is a farce, really. I have tried to get them to change to 30% and maybe if we push people to attend instead of letting them slide with a proxy we would interest more people. For a board that until this past couple years did not even publish minutes of board meetings (of course they are months behind because the have to wait to get approval at the next meeting, when ever that happens to be. Everyone just seems to go along with what ever they read, or don't read, I should say, so tell me;
What good is any proxy to get quorum? All it does is allow the Board to have an open meeting (in our case). But, that is all it does. With one open meating a year, why are we making it difficult to hold the meeting?
Make it 10%. It's amounts to all the same. What the issue is, it seems to me, is to get enough proxies assigned to the board to push their projects through, and to count votes for the election.
CharlesW1 (Georgia)
Posts: 826
Posted:

RobertR1

Instead of wasting time year after year collecting proxies, apparently going door to door, I would focus my efforts on amending that particular covenant.

I think that its an adequate quorum percentage for board meetings and or special meetings.

Best of luck and keep us posted
Chuck W.

Charles E. Wafer Jr.
MikeC7 (Florida)
Posts: 4
Posted:
Check Roberts Rules of Order . This establishes all of your procedures etc for your meetings re quorums and everything else you have a question about. Roberts rules should be your definitive bible.

Mike
DonnaS (Tennessee)
Posts: 5,671
Posted:

Mike ,
Roberts Rules of Order are not applicable to Florida H.O.A. meetings other than how to properly run any kind of business meetings. We are required by State Statutes 720 and our individual documents to follow those stated procedures for our meetings and quorum requirements.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Mike,
Donna is right, as usual, and Roberts Rules have to be adopted by any association to be valid. Roberts Rules in an HOA certainly seem to fall below, the power of the President, the Board and the attention of the members. I am very sure just about all asssociations do not adopt Roberts Rules as part of the By-laws, and if they do I bet they don't follow them anyway. We use Roberts rules as a guideline, meaning, if we like Robert Rules or flat don't care, we follow them, but let some personal agenda crop up at a meeting somewhere and Roberts goes out the window. Large association can have a parlitarian maybe.
DonnaS (Tennessee)
Posts: 5,671
Posted:

Mike and Robert,
Believe it or not, alot of our Florida individual HOA documents state in the ByLaws, that Roberts Rules of Order are how we are to conduct our meetings but we still have to follow 720 for the specifics of legal HOA meetings. As Robert says, when a meeting gets heated or someone is on a personal agenda, things can forget about meeting ettiquette. That is when you hope that the meeting leader can take control and get back to order. It is amazing that these meetings are not making decisions to world peace or earth shattering issues, but just trying to make our living spaces, just a better place to live for all. (off of my soapbox now)
JoeW1 (New York)
Posts: 728
Posted:
CharlesW1 - To restore your post to it's intended query, and away from the cumbersome Robert's Rules and debatable merits (thank god) I now wish to respond to Hypothetical 1 - Only logic would dictate that a members vote is only valid if they are in good standing. So if a vote is cast by a member during that member's status that is not in good standing, said vote IMHO needs to be recast. Hyptothetical 2 - please re-read your hypothetical and restate for the record. I believe you are saying that if 30 members were not eligible, is the pool of eligible members 2/3rd's of 245 rather than 2/3rd's of 275. Is that what you are asking?
CharlesW1 (Georgia)
Posts: 826
Posted:
Quote:
Posted By JoeW1 on 11/05/2007 5:39 PM
CharlesW1 - To restore your post to it's intended query, and away from the cumbersome Robert's Rules and debatable merits (thank god) I now wish to respond to Hypothetical 1 - Only logic would dictate that a members vote is only valid if they are in good standing. So if a vote is cast by a member during that member's status that is not in good standing, said vote IMHO needs to be recast. Hyptothetical 2 - please re-read your hypothetical and restate for the record. I believe you are saying that if 30 members were not eligible, is the pool of eligible members 2/3rd's of 245 rather than 2/3rd's of 275. Is that what you are asking?

JoeW1

I apologize, I reread what I previously wrote and it’s not very clear as to exactly what I was asking.

“IF” the current board were to amend the governing documents, as previously stated, 2/3s would be required, approximately 184 ballots of the 275 exciting lots.

Hypothetically let’s say that only 90 (members in good standings) ballots were collected within the first two months, now several months have past since the initial proposal to the community. The remaining 94 (only those members in good standings) ballots are expected to be collected. Once all 184 ballots have been gathered, the board realizes, after further review, that only 60 of the previously 90 ballots collected are currently up to date on their assessments. (eligible to vote) When the homeowner initially voted they were eligible, several months ago. Are these ballots still valid?

Should the board seek additional ballots from homeowners who are currently eligible to vote?

In other words does the homeowner need to be current on their assessments even though they were when they voted?

I hope this is a better interpretation, of what I’m thinking.

Thanks for all your help thus far it is certainly appreciated as always.

Chuck W.

Charles E. Wafer Jr.
DonnaS (Tennessee)
Posts: 5,671
Posted:

Charles,
I am not sure how Joe's nor your Documents read but our documents state that "ballots shall be valid for a period of Thirty (30) days" from the date that the ballot was due so saving any ballot over that period makes them invalid.
JoeW1 (New York)
Posts: 728
Posted:
CharlesW1 -

1) Why is it that only184 ballots have been gathered and not all 275 or all those ballots of members in good standing?

2) Depending on what your governing documents state, the ballots collected may not be valid. Because there may be a 30-day window of ballot validity. And if those ballots collected (during ther time window of validity) were not enough to ratify a ballot question/vote, than it seems to me the matter is closed. Some by-laws permit the Board to take a re-vote, some prohibit a revote on a matter substantially the same withing one calendar year. All depends on what your gov. docs. state or laws that superseed your gov. docs.

3) The Board should seek all ballots from member in good standing.

4) If a time window of ballot validity has not expired, all votes of all members still in good standing should be valid.
CharlesW1 (Georgia)
Posts: 826
Posted:
JoeW1

Unless, the board misinterpreted the governing documents, it clearly states 2/3s of the total association is required. We have 275 lots.

Beside our PM informed us as too exactly how many we would need to collect in order to amend our covenants.

As far as ballots collected being valid or not. I have reviewed our governing documents and I can’t seem to find anything. I will “shoot” an email to our PM tomorrow, and ask him that very same question.

I certainly don’t mean to sound unappreciative, but it would seem to me that ANY member still in good standing would be a valid ballot. If not then we are REALLY been messing up the pass 7 years.

Thanks Joe
Chuck W.

Charles E. Wafer Jr.
RogerB (Colorado)
Posts: 5,067
Posted:
Charles, often Covenants require 2/3 approval of every OWNER. Whereas, other voting, such as amending By-laws, is restricted to MEMBERS in good standing.
CharlesW1 (Georgia)
Posts: 826
Posted:
Quote:
Posted By RogerB on 11/07/2007 8:34 PM
Charles, often Covenants require 2/3 approval of every OWNER. Whereas, other voting, such as amending By-laws, is restricted to MEMBERS in good standing.

RogerB,

“IF” indeed that is true then our association was properly advised, per our MC and HOA attorney.

I guess the only other question I have would be, how long is a ballot valid for? The board has collected about ½ of the 184 needed and are attempting to collect the remaining ballots. (door to door).

I appreciate the clarification as always. The board will certainly be informed of this important information.

Chuck W.

Charles E. Wafer Jr.
RogerB (Colorado)
Posts: 5,067
Posted:
Quote:
Posted By CharlesW1 on 11/07/2007 10:32 PM
I guess the only other question I have would be, how long is a ballot valid for? The board has collected about ½ of the 184 needed and are attempting to collect the remaining ballots.

That depends on whether or not the owners were given a deadline for returning their ballot and whether there is a TX statute with which your HOA needs to comply. I know of one HOA in CO that tried for 3 years to collect sufficient votes to amend their Covenants on roofing materials.
CharlesW1 (Georgia)
Posts: 826
Posted:
RogerB and others.

I’ve been told by our PM, that the ballots, that were collected are valid. As long as the amendments are extended (if needed), 10 days prior to the deadline.

This process does make sense, to me.

Thanks as always
Enjoy your weekend
Chuck W.

Charles E. Wafer Jr.

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