Post by leokeeler on Jun 23, 2016 10:52:27 GMT -7
To: Board of Directors; Glastonbury Landowners For Positive Change June 23, 2016
This letter is in response to the Spring, 2016 notification on page 3 on rule making, and to make an additional request for documents pertaining to the making of this rule. I have made requests for documents pertaining to the establishment of the “RULE” on May 23, June 5th, and June 14th, with no response from anyone on the Board.
The Spring, 2016 Newsletter presented “Rule to enforce the intent of Covenant 11.06 For Landowner 30-day Review. The newsletter included Bylaw Article II (c) Due Process. That Article reads “shall provide reasonable written notice in accordance with Article V D (30 days) to all of the Members (in case of rule-making) or to all directly-affected Members (in the case of a proposed enforcement action) and a reasonable opportunity for any such Member to be heard and to give written or oral comment to the Board of Directors or its designee(s),” This notice and opportunity for comment is required before the rule decision is made. That did not happen in the development of what is now being called a “Rule” and there still has not been any call for Members to provide comments.
The Board voted to establish the reduced interest rate in Covenant 11.06 on April 11th, through an Board action that was not on the agenda. Members were aware the topic would even be discussed or that a vote would occur during that meeting. There was absolutely no prior notification that the Board was considering making a “Rule” or taking any action pertaining to Covenant 11.06.
The history of this action clearly demonstrates and documents the Board acted improperly. Publishing the action in the Newsletter as being made available for review, but not mentioning the fact that Members were entitled to submit comments is further evidence of improper actions by the Board and author of the news article. Why were comments requested on the Collection Policy but not this “Rule?”
The motion made by Dan Kehoe and voted on by the Board was “Pending approval of the GLA attorney, I move that we set the interest rate we’re charging on the delinquent accounts at 12% and we do not umm institute the 5% umm penalty. And we charge simple interest.” Dennis Riley asked “And this is for an interim period until there is a vote, and we change the covenants?” Dan “ Yeah. ”
I do not believe the GLA attorney has given approval for the Board to make this decision. I understand that Alanah Griffith has not made any firm written statements, but suggested the covenants enable the Board to put forward an action that is voted on that would charge a different amount of interest. I heard she also presented that the Board could find a willing Landowner to join with the Board in a process to obtain a declaratory judgment. Neither of those actions meet the standard of giving approval.
I am aware attorney Jon Hesse has sent the Board a letter clearly stating that the Board cannot implement a rule that changes the interest rate of Covenant 11.06. He clearly presented that Covenant 2.05 controls changes to the Covenants and that use of Covenant 2.07, which was included in the Newsletter, to change any Covenant “would be a clear evasion of the covenants, and the “change” or alteration would be invalid and a breach of the covenants.”
The GLA attorney has not given a clear written statement of “approval,” as required in the motion voted upon. Another independent attorney has provided a clearly written statement that implementation of the rule in the Newsletter would be a violation of the Covenants. Because this is dealing with money owed the Association, I fear Director(s) are violating their fiduciary duties to benefit one Landowner, or a specific group, to the detriment of Members in general.
On June 16th, I sent the Board my comments on the Collection Policy. The proposed policy references a “payment plan” which is the PAYMENT PLAN AGREEMENT of 07/13/2015. That agreement, available to and for all Landowners, is an additional violation of Covenant 2.05 that requires Members to approve changes to any Covenant. How does the Board expand its authority to work with individual landowners once in a lawsuit, to empower them to offer freezing of interest required in 11.06 to anyone who applies and not consider that a change to the Covenant?
I encourage every Director to insist that all specific answers from an attorney be in writing that every Board and Association Member to see, and that the Board members do not accept verbal interpretations of conversations with an attorney that Dan Kehoe presents as fact that and are not supported in writing. If the Board continues to make decisions based on false and undocumented information, each member exposes him/herself to legal action for breach of fiduciary responsibility.
Also, State law requires the Board to keep accurate records, which, for the proposed “Rule,” requires a clearly presented approval by the GLA attorney. Those records are to be available to Members in a reasonable time.
This, my 4th request for documents should not be ignored any longer.
Leo Keeler
This letter is in response to the Spring, 2016 notification on page 3 on rule making, and to make an additional request for documents pertaining to the making of this rule. I have made requests for documents pertaining to the establishment of the “RULE” on May 23, June 5th, and June 14th, with no response from anyone on the Board.
The Spring, 2016 Newsletter presented “Rule to enforce the intent of Covenant 11.06 For Landowner 30-day Review. The newsletter included Bylaw Article II (c) Due Process. That Article reads “shall provide reasonable written notice in accordance with Article V D (30 days) to all of the Members (in case of rule-making) or to all directly-affected Members (in the case of a proposed enforcement action) and a reasonable opportunity for any such Member to be heard and to give written or oral comment to the Board of Directors or its designee(s),” This notice and opportunity for comment is required before the rule decision is made. That did not happen in the development of what is now being called a “Rule” and there still has not been any call for Members to provide comments.
The Board voted to establish the reduced interest rate in Covenant 11.06 on April 11th, through an Board action that was not on the agenda. Members were aware the topic would even be discussed or that a vote would occur during that meeting. There was absolutely no prior notification that the Board was considering making a “Rule” or taking any action pertaining to Covenant 11.06.
The history of this action clearly demonstrates and documents the Board acted improperly. Publishing the action in the Newsletter as being made available for review, but not mentioning the fact that Members were entitled to submit comments is further evidence of improper actions by the Board and author of the news article. Why were comments requested on the Collection Policy but not this “Rule?”
The motion made by Dan Kehoe and voted on by the Board was “Pending approval of the GLA attorney, I move that we set the interest rate we’re charging on the delinquent accounts at 12% and we do not umm institute the 5% umm penalty. And we charge simple interest.” Dennis Riley asked “And this is for an interim period until there is a vote, and we change the covenants?” Dan “ Yeah. ”
I do not believe the GLA attorney has given approval for the Board to make this decision. I understand that Alanah Griffith has not made any firm written statements, but suggested the covenants enable the Board to put forward an action that is voted on that would charge a different amount of interest. I heard she also presented that the Board could find a willing Landowner to join with the Board in a process to obtain a declaratory judgment. Neither of those actions meet the standard of giving approval.
I am aware attorney Jon Hesse has sent the Board a letter clearly stating that the Board cannot implement a rule that changes the interest rate of Covenant 11.06. He clearly presented that Covenant 2.05 controls changes to the Covenants and that use of Covenant 2.07, which was included in the Newsletter, to change any Covenant “would be a clear evasion of the covenants, and the “change” or alteration would be invalid and a breach of the covenants.”
The GLA attorney has not given a clear written statement of “approval,” as required in the motion voted upon. Another independent attorney has provided a clearly written statement that implementation of the rule in the Newsletter would be a violation of the Covenants. Because this is dealing with money owed the Association, I fear Director(s) are violating their fiduciary duties to benefit one Landowner, or a specific group, to the detriment of Members in general.
On June 16th, I sent the Board my comments on the Collection Policy. The proposed policy references a “payment plan” which is the PAYMENT PLAN AGREEMENT of 07/13/2015. That agreement, available to and for all Landowners, is an additional violation of Covenant 2.05 that requires Members to approve changes to any Covenant. How does the Board expand its authority to work with individual landowners once in a lawsuit, to empower them to offer freezing of interest required in 11.06 to anyone who applies and not consider that a change to the Covenant?
I encourage every Director to insist that all specific answers from an attorney be in writing that every Board and Association Member to see, and that the Board members do not accept verbal interpretations of conversations with an attorney that Dan Kehoe presents as fact that and are not supported in writing. If the Board continues to make decisions based on false and undocumented information, each member exposes him/herself to legal action for breach of fiduciary responsibility.
Also, State law requires the Board to keep accurate records, which, for the proposed “Rule,” requires a clearly presented approval by the GLA attorney. Those records are to be available to Members in a reasonable time.
This, my 4th request for documents should not be ignored any longer.
Leo Keeler