Trabue Woods Subdivision Homeowners Association, Inc.

Meeting Minutes 5/17/06

Trabue Woods Street Captains?’ Meeting

Wednesday, May 17, 2006 at home of Pam Johnson

(List of those in attendance is available through Pam)

Pam started meeting at 7:05 pm. She stated that in order to retain Ken Kuehnle, the attorney who attended the May 8th meeting at the park, at least half the homes (189) would need to contribute $53 each. She asked if there were other attorneys to consider.

Drew Baker, friend of resident Kevin Cross, introduced himself and gave brief background. He started his own firm:
Baker & Kuhn Co. LLC
Attorneys at Law
Lincoln Leveque Tower
50 W. Broad St.
Columbus, OH 43215
614-228-1882

After hearing of situation through Kevin, Mr. Baker expressed interest in working with residents to regain control of HOA. He stated his reduced fee would be $1000/retainer and $150/hour. There would be no charge for phone calls, but would be charged for letters; travel and court time.

Mr. Baker stated he attended Capital Law School with Allison Lyons and tried on several occasions to get in touch with her, but she did not return calls or emails. His research of Carmichael Management turned up no results.

His plan would be to try to avoid court and start with letter sent to both Allison Lyons and Carmichael Management with a deadline for response within 21 days. If a response is received then a motion could be made to move the HOA directly into the hands of homeowners. Letter would include that Allison has fiduciary duty to disclose all accounting info and to account for monies paid to HOA. Mr. Baker needs to compare current bylaws with those on record to see if any changes have been made. In addition to letter, other options include serving Ms. Lyons with lawsuit.

Mr. Baker sees long-term goals as being homeowners gaining control of HOA and recovering monies spent, if possible.

Homeowner brought up fact that Allison no longer lives in subdivision. Mr. Baker stated those in leadership positions need to be part of the neighborhood. Issue was also addressed as to whether a small group could speak for the whole subdivision. Mr. Baker needs to review original bylaws because those govern the HOA. It is the hope that homeowners will be able to start from scratch and address all issues homeowners have. Current bylaws need to be reviewed in order to properly set up a new HOA.

(Meeting moved inside due to rain.)

Questions asked concerning checks already sent to Carmichael Management. Can payments be stopped? Mr. Baker suggested homeowners set up escrow account or a trust account could be started under Mr. Baker’s name at Huntington Bank. Checks for dues could be made out to Baker and Kuhn with memo stating check is for TWHOA dues. Escrow account could protect homeowners from future collection actions.

Issue of Mr. Baker’s fee was raised again. He offered a fixed fee option:
A start-to-finish $5000 fixed fee which would include establishing a new HOA. If letter to Allison resolves situation, then Mr. Baker would only charge $150/hr and any of $5000 not used would be refunded. There would be no charges over $5000. Asking for $1000 retainer to get started with rest to be sent once collected from those homeowners willing to contribute.

He stated no decision should be made in his presence and wanted those in attendance to discuss matter and get back to him.

Mr. Baker also suggested a third party meeting place (i.e. library) for future meetings.

It was discussed that copy of homeowner’s cancelled check could serve as proof that dues were paid if issue should arise at future date for voting purposes.

Allison needs to show how funds collected are being used for good of the neighborhood. If she cannot produce info then Mr. Baker may be appointed “guardian” of HOA until new HOA is set up and can be turned over to homeowners.

If group decides to retain his services, then Mr. Baker will draft an engagement letter/fee agreement to be sent to all homeowners detailing a plan of action. Letter could be drafted as soon as Monday. Certified mail would be best way to send letter to homeowners, but street captains could hand-deliver and get signature confirmation from each homeowner.

Other options for communication with Allison were discussed, though Mr. Baker stated a certified letter is the best form of communication with her. Pam stated she sent Allison a certified letter which was not accepted and returned. If Allison does not accept Mr. Baker’s letter then we will proceed with further action. Mr. Baker stated process could potentially go:
1. Letter sent
2. Lawsuit filed against Allison and Carmichael
3. Judgment awarded - though ability to collect monies from Allison was questioned. If she has no money then homeowners may not be able to recover their funds. Issue discussed about returning monies to those who have already paid and checks cashed. Some checks have been cashed, while others have not.

Goal is to reestablish HOA with bylaws on record at Recorder’s Office. Need to go about process in legal manner and make sure everything necessary is done to avoid problems in future.

Mr. Baker said engagement letter will include his plan of action. Letter must be delivered to homeowner only, not renters. Amy Early offered to help get names of all homeowners.

The hope is that by going door-to-door speaking with our neighbors, this will bring the community together.

Mr. Baker asked group to discuss how we want to proceed and have someone call by Friday with decision. $1000 could be sent Monday and he would be working on letter. Also suggested we appoint 2-3 people to deal directly with him on behalf of everyone else.

Mr. Baker left meeting.

Pam handed out street captain lists.

Kevin spoke of his relationship with Mr. Baker and his meeting with City attorneys. He urged those in attendance to contact Attorney General’s Office, BBB and City Attorney’s Office.

It was discussed that homeowners could write two separate checks:
1. Dues escrow
2. Attorney fees which would be approx. $28 if half homes (189) were willing to pay. Pam offered to keep track of payments and scan for future reference.

Thyrone Henderson brought up discussion of flat fee vs. hourly rate. It was agreed upon by those in attendance that we would retain Mr. Baker’s services using the fixed fee.

Kevin offered to collect paperwork from Mr. Baker and send to Pam who would then forward to Street Captains.

Again, for those who already paid dues to Carmichael and checks were cashed, then homeowners should ask for cancelled check to serve as proof they have paid.

Pam will send out email concerning next meeting which will be scheduled for approx. one week. Street Captains should send all forms and spreadsheets to Pam.

Meeting concluded at approx. 8:45 pm.