Trabue Woods Subdivision Homeowners Association, Inc.

Meeting Minutes 6/26/06

Special Meeting

Trabue Woods Homeowners Association Special Meeting
June 26, 2006

A special meeting of the Trabue Woods Homeowners Association took place at the Phyllis A. Ernst Senior Citizen Center, 3810 Veterans Memorial Drive, Hilliard, OH 43026, on Monday, June 26, 2006 from 6:30 pm to 8:30 pm.

The meeting was called to order by meeting Chairman Andrew Baker at 6:55 pm.

The Proxy votes were counted and there were 78.

An explanation of the special meeting guidelines were explained along with the sole purpose of the special meeting.

Announcement was made by Chairman Baker to notify all attendees that if they knew they had current violations, whether valid or not, or had not paid their 2006 HOA dues should not vote. If they do vote and the current President Allison Lyons found out, she could call for an invalidation of today’s’ vote based on the current By-Laws of the HOA.

It was announced that current President Allison Lyons was not attending the meeting but Drew had spoken with her in the last week. She indicated that once new officers and Board of Trustees were elected. She would turn over all the paperwork she has currently in her possession. There has been no other explanation or any documentation turned over to him.

Announcement was made by Chairman Baker that the meeting would follow the Roberts Rules of Order as best as we can. Handouts of the rules were made available to all attendees.

Statement was made that the meeting would stay within the parameters as listed in the Special Meeting of Members Order of the Day. (see attached)

Announcement was made by Chairman Baker there would be a general Q&A session and the end of the meeting once business was completed.

The purpose of the Special Meeting is the elect a Temporary Board of Directors to be in place for the next 6 weeks or so.
A. We will vote out the “existing Board of Directors”
B. We will elect a temporary Board of Directors, who in turn, within the next 14
days will elect officers.

Chairman Baker announced to the attendees he had placed the following handouts on the head table for anyone to take copies of the following
:
1. Update on the financial status of HOA which shows who has paid fees to; Trabue Woods HOA; Carmichael Management Co. or who paid fees to the Trabue Woods HOA Escrow account.

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2. Copy of log kept by Drew on all the work performed on behalf of the Trabue
Woods HOA.
3. Partial copy of the current By-Laws in place for the HOA which explains the
responsibilities of each officer on the Board of Directors.
4. Copy of the demand letter sent to Allison Lyons by Drew on behalf of the HOA.

Chairman Baker announced that Fifth/Third Bank had placed a hold on the account opened by Allison Lyons as a business account under the name of Carmichael Management Co. Allison used her own SS # to set up the account. Drew indicated that is not in compliance with laws that each business entity needs to have its’ own EIN #, which is assigned to the business as their SS # for federal tax purposes. The only information the bank would give Drew was there was money in the account and there had been one large deposit made into the account.

Drew stated that when he last spoke with Allison she indicated she had received 140 checks thru the CMC account but did not indicate how much money was in the account. If all the money is in the account, there should be at least $14,000 in that account plus whatever money was left in the previous HOA bank account.

At this time Chairman Baker opened the floor for any questions about the preceding information.
Q What happened to the money in the original Trabue Woods HOA Account? Where are the funds?
A. They were probably rolled in the CMC account. Drew stated 5th/3rd Bank
did tell him there was a large deposit made in the CMC account shortly after
it was opened. (this may have been that money)

Explanation was then made of the compliance with the By-Laws regarding the calling of the special meeting. Chairman Baker presented the Special Meeting of Members the Order of the Day, for a vote. A motion was made by Chairman Baker to approve the Order of the Day for the Special Meeting under Section 3.09 of the By-Laws. A second was made to the motion and the motion was put to a vote. The motion was then restated, there was no discussion and the motion was put to a vote. The vote was unanimous no nay votes cast.

Chairman Baker made a second motion based on Section 3.02 of the By-Laws regarding the need for a quorum to be present at the Special Meeting; under Section 3.06 that proper notice was given to all homeowners; according to Section 3.04 which states what proper notice of a Special Meeting is that a notice of the meeting will be sent out no more than 60 days prior to the special meeting and no less than 7 days prior to the Special Meeting. The floor was opened for discussions and there was none. The motion was then put to a vote and the motion was passed by a unanimous vote, with no nay votes.




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Next order of business was an explanation given by Chairman Baker of the ways to remove the Current Trustees. There were 2 way this could be accomplished under the By-Laws.

1. Under Section 4.1 “there needs to be a vote of no less than 75% of all eligible voters, or 238 eligible voters, present at the meeting, which there was not. (Drew then stated
How pleased he was to see so many homeowners attending the meeting)

2. Under Section 4.30 “if there is a vacancy on the board it can be filled by the current
Board Members” Allison Lyons, current President did not in attend the special meeting
Vice President Dr. Dan? did not in attend the meeting and secretary Susan Hall had
Resigned... Therefore, there were no current members to fill the vacancy which.
according to the By-Laws, if there was an abandonment of any current board members and the vote is held within 60 of the last action taken by any board member, which was Allison cashing a check made payable to the HOA on May 24,2006, we are within the 60-day time frame to be able to appoint a new board.

Based on the By-laws, those persons elected to the board, will hold their positions for 6 weeks or until the current term expires.

Chairman Baker announced due to the abandonment or resignation of the current Board, a motion was made under Section 3.08, declaring all current positions vacant and opened the floor for nominations of temporary members of the Board whose term will be 6 -8 weeks at which time another special meeting will be held to vote for permanent board members.

The motion was seconded and the floor was opened for questions. There were no questions so the motion was put to a vote. The motion was then restated and then put to a vote. It was a unanimous vote with no nay votes.

Chairman Baker then made a new motion to accept nominations to fill the Board of Trustee vacancies and the following nominations were made and each nominee was given 2 minutes for a statement:

1. Elizabeth Shamp
2. Kevin Cross
3. Tamara Fickell
4. Judi Murphy
5. Russ Shupert

The motion was seconded, then restated and the floor was open to discussion. There was no discussion so the motion was put to a vote to choose 3 of the 5 nominees to be temporary members of the Trabue Woods HOA Board of Trustees. The vote was taken and the Ballots were passed in for a count.


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A question was put to the chair at this time. Q. Do the new board members need to be bonded? A. Chairman Baker stated it is a good point. If the board members are bonded, at the expense of the HOA, then if any money was taken by any officer, the bond would reimburse the HOA. It was stated we can discuss that at a later meeting.

A motion was then made for a 10 minute recess. The motion was seconded, there was no discussion and the motion was passed with no nay votes.

Meeting was called back to work by Chairman Drew Baker at 8:01 pm.

The results of the votes were announced. Kevin Cross, Tamara Fickell and Judi Murphy were elected as members of the Trabue Woods HOA Board of Trustees.

A motion was made by Chairman Drew Baker to elect the appointed persons, according to Section 3.08 of the Code of Regulations, as temporary members of the Trabue Woods HOA Board of Trustees for a term of 1 ½ months from today June 26, 2006:

Kevin Cross
Tamara Fickell
Judi Murphy

There was a second to the motion and the vote was taken. The vote was unanimous with no nay votes.

Chairman Baker next began the process of nominating those members of the Board of Trustees to the Trabue Woods HOA. There was an explanation to the attendees as well as the nominees of what the responsibilities are for the President, Vice-President, Secretary and Treasurer. (see handouts prepared)

Each Trustee was given 30 seconds to state which position they were interested in being considered for and why. Kevin Cross stated he wished to be considered for President, Tamara Fickell stated she wished to be considered for Treasurer and Judi Murphy stated she wished to be considered for Vice-President.

Chairman Baker made a motion to accept the Trustees for the positions they stated they wished to be considered for on the Board of Trustees.

There was a second to the motion, the motion was restated and the floor was opened for discussion. There was no discussion and the motion was put to a vote. The vote was unanimous with no nay votes,



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Chairman Baker indicated the formal portion of the Special Meeting had concluded and then opened the floor for a general Q&A session.

Q. How will everyone be notified of the next meeting?
A. There will be letter sent out as it was for this meeting.

Q. Does anybody know who has been maintaining the Trabue Woods HOA website?
A. (I did not hear the name spoken so please insert here)

The were no further Q&A so a motion was made by Chairman Baker that the Special Meeting of the Trabue Woods HOA was closed.

There was a second to the motion and the motion was put to a vote. There were no discussions and the vote was unanimous with no nay votes.

The meeting adjourned at 8:20 pm



These notes were taken by Judi Murphy temporarily appointed Secretary for this meeting.