Trabue Woods Subdivision Homeowners Association, Inc.

Meeting Minutes 5/24/06

Trabue Woods Street Captains?’ Meeting

Wednesday, May 24, 2006 at home of Pam Johnson

Pam started meeting at 7 pm by introducing Drew Baker, attorney. Mr. Baker stated a few things have changed from letter that was sent to homeowners. He will discuss those changes. He has original articles which he has been reviewing.

He asked if there were questions about letter. Homeowner asked for clarification of reimbursement for attorney fees. Mr. Baker stated plan is to reimburse those who paid $28 (or other amount) once situation is settled. Try to make it fair and have everyone pay same amount.

Escrow account is set up and running. Deposits are being made. Mr. Baker is keeping both a paper file and using Excel spreadsheet. There shouldn’t be any tracking issues. Money will stay in escrow until situation is resolved.

There have been some changes from status letter. He did not have copy of articles when letter was drafted and we are bound by articles. Motion to freeze Allison’s account would require bond without filing lawsuit. Due to privacy issues bank would not release name of account into which checks have been deposited. Motion needs proof of fraud and don’t have enough proof yet. A resident would need to sign bond, but Mr. Baker doesn’t want anyone to take that risk. Need to wait till we have more proof of fraud, if that’s what has happened.

In order to hold special meeting for electing new officers, homeowners need 30-day written notice. Need to comply with articles. Letter will be sent Friday via mail to all homeowners announcing June 26th meeting. Proxy will be attached for those who can’t attend.

Mr. Baker then explained important terms. Quorum is number of people attending meeting who are in good standing. Resolution needs 67% vote of those in good standing.

Good standing includes proof of dues paid to Carmichael or escrow plus not being in violation of deed restrictions. If homeowner knows they are in violation, they should not vote.

Homeowner stated she never got deed restrictions when she purchased home. Deed restrictions document is available through Recorder’s office and website.

Long term goal is to reestablish HOA and make amendments to deed restrictions, but those remedies will come later. Not trying to fix laws now, just get new interim officers.
Need to follow procedures with special meeting so voting cannot be invalidated.

Mr. Baker suggested letter include direction to Recorder’s website so homeowners can review deed restrictions before voting.

Again it was stated, June 26th meeting is not for taking care of all issues, but for getting new board members appointed.

Allison does not need to attend, though should in order to present her position and provide necessary accounting info. Asking Maranatha Church for use of its facility.

Friday, Mr. Baker will also have letter for Allison which will include:
1. Information concerning escrow account.
2. Intention to file suit on June 27th if necessary response is not received and/or she does not attend meeting. Suit will attempt to recover monies already cashed to Carmichael and possible punitive damages.

Mr. Baker asked that he be the one to deal with Allison should she attend meeting.

Tamara Fickell is CPA and offered to assist with accounting/auditing duties.

Mr. Baker’s plan during next 30 days is to begin preparing civil complaint to be filed June 27th if necessary. May need to reevaluate situation if found there is no money left to recover. Focus now is on regaining control of HOA.

Mr. Baker will also be reviewing bylaws and how they can be amended.

On approx. July 26th, another meeting will be held to elect permanent members and implement new HOA. This will be a long meeting dealing with many issues. Mr. Baker will instruct board on how to run meeting the right way. Checks and balances need to be in place so same situation does not happen again. Bylaws and articles will be revised. Mr. Baker suggested meeting frequency be increased to every few months vs. just once a year to keep things in check.

Discussion held as to why subdivisions need HOA. HOA deals with insurance issues and is way to voice complaints and get things done. Situations can be remedied through HOA.

Notice for special meeting needs to get to homeowners by mail. Mr. Baker offered to front postage costs and will be reimbursed later. Good faith effort will be made to reach all homeowners. If can’t locate owner, then letter will be sent to address in Trabue Woods. Letters need to be mailed by Friday. Kevin Cross volunteered to help find location for meeting should Maranatha not work out.

Mr. Baker requested copy of any and all checks cashed by CMC. He needs copies from bank for civil complaint. Street captains need to get copy of cashed checks from homeowners.

Mr. Baker explained he uses Microsoft Outlook Journal to track all correspondence and log everything he does. He invited anyone to call if they have questions. He again asked 2-3 people be his primary contacts. Right now those contacts are Kevin Cross and Pam Johnson.

Street captain brought up issue that some homeowners do not want to pay $100 because dues should not have been raised that much. Mr. Baker stated $100 is amount for this year. Dues issue will be addressed at July meeting and next years dues’ amount may be adjusted.

Right now board calls for three trustees and should be conflict of interest if there is relationship between members (i.e. husband and wife). Number of trustees and/or position titles can change if desired when establishing new HOA.

Issue of fixing entrances was discussed. Mr. Baker stated money from escrow can not be used at this time, but if residents keep receipts they may be reimbursed but can’t be guaranteed. Before and after pictures can be taken if proof is needed that entrances were not being kept up.

Mr. Baker again reviewed his fee which is $5000. There may be contingency fee for civil suit should we decide to proceed. Need to evaluate situation when time comes.

Mr. Baker stressed that at this point situation may be matter of oversight/miscommunication. Homeowners should not say or do anything in writing that could slander or libel Allison Lyons.

Meeting ended at 8:30 pm.