Update – Case Stayed Pending Appeal

Sometimes it seems as though our Courts exist in geologic time. It’s unlikely I’ll have anything definitive to report about the ongoing and active lawsuit for another year or two, so here is some helpful information to consider prior to our Annual Meeting on Tuesday, 23 June 2009, 7 P.M. at Comanco, 2139 Defense Highway, Crofton MD.

Congratulations to MHA for their efforts to protect homeowners and ensure good association governance; here is an abbreviated list of Maryland state legislation they successfully shepherded through to passage:

HB687/SB541: Fidelity Insurance. This requires an Association to purchase fidelity insurance to provide for the indemnification of the community against loss resulting from fraud or criminal acts by any officer, managing agent or employee. Our budget allocates approximately $560.00 annually for fidelity insurance. It would be prudent to ask for a copy of this policy just to be certain Charing Cross Townhouse Association has purchased it and we’re all safely covered.

HB137: Association Books and Records. Your Association and Comanco must provide homeowners copies of books and records, board minutes, financial statements and employee salaries within 21 days of receiving a written request. The charge for copying books and records may not exceed the amount charged by MD courts (50 cents per page).

HB552/SB171: Closed Meetings of Board of Directors. Meetings can only be closed for consultation and discussion of legal matters, such as my ongoing and active lawsuit, and for discussions of delinquencies. MD law requires that “a statement of the time, place and purpose of any closed meeting, the record of the vote of each board member by which the meeting was closed, and the authority under this section for closing any meeting shall be included in the minutes of the next meeting of the board of directors.”

The Maryland Homeowners’ Association published the preceding Summary of Maryland Condo/HOA Legislation which supersedes anything in our Bylaws, Charter and other existing documents in their quarterly newsletter. They recommend that homeowners be wary of any attempts by a board to amend governing documents. Homeowners should make a thorough review of any new wording, comparing it to the existing wording and be sure the board clearly and unambiguously writes any amendments after a thorough, public explanation as to the reason for any amendments. Further, MHA cautions homeowners to be especially wary of any language that says homeowners should pay “all attorney fees actually incurred by the Board of Directors.”

By-laws reform committee’s first task

A good starting point for our president Joe DeSantis’ new By-laws and Architectural Rules Reform Committee is to amend our By-laws to allow only member homeowners to be president or treasurer of the Association, and that the president may only vote in meetings to break a tie. Many of you already know our current Board president Joe is not a member homeowner. What’s he got on the line to lose? I don’t know about you, but I’m not comfortable with that…it’s like an important check-and-balance is missing.

Many of you who attended the 9/4/08 and 9/23/08 meetings heard Board members say the Board did nothing for 3 months. Yet President Joe stated that during those 3 months he authorized the payment of more than $5,000 with no notice, meeting or vote. He certainly appears to feel free to secretly spend our money (and into the red!) defending, among other things, his policies as president at our expense. Then, after appearing to surprise Treasurer Kathy Marek at the 9/23/08 meeting with the new-to-her information our Association is also paying Comanco’s legal fees (?!!?!?!?), she blithely goes on to state that there will be a special assessment. But President Joe can’t be assessed; he’s not a member. Riiiiiiiight.

Reading the lawsuit’s allegations about the Board president’s abuse of power, one is amazed at the authority automatically assumed by that office to bulldoze almost anything over one or more other directors and member homeowners under color of law. Especially (as the lawsuit alleges) when the Board president has been on the Board for 8 straight years, “educating” novice Board members who don’t know the ropes and are thus easily led astray or cowed into silent acquiescence. That’s quite an opportunity for mischief! In fact, the lawsuit alleges only those directors who cooperate with President Joe or Manager Ruth get to serve out their elected terms; the rest get the boot one way or another. (see Elections 101)

Our By-laws mandate a majority of the Board must be member homeowners, but not its officers. Many associations require their presidents to be members only. Many others mandate their presidents may not vote in meetings at all except to break a tie. This helps establish an impartiality in the Board’s presiding officer and encourages the president’s role as sergeant-at-arms to properly moderate meetings according to the rules. This helps ensure the Association’s business gets done openly and legally.

Personally, I see no good reason to exclude renters from our Board or committees; they’re expected to abide by our community standards and should be allowed to participate in our Association’s governance. But the position of president and treasurer are important enough that only someone with a financial stake in the community should hold these two positions.

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PROPOSED AMENDMENT to By Laws Article VI Section 1

Existing text: “The principal officers of the Council of Unit Owners and/or the Corporation shall be a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The officers of the Corporation need not be members of the Corporation. The Directors may appoint an assistant secreatry and an assistant treasurer and such other officers as in their judgment may be necessary. The offices of Secretary and Treasurer may be filled by the same person.”

Proposed text 1: “The officers of the Corporation need not be members of the Corporation, except the President and Treasurer shall be members of the Corporation.”

Proposed text 2: “The offices of Secretary and Treasurer may be filled by the same person, so long as that person is a member of the Corporation.“

Elective elections?

The Board on 9/23/08 announced there is no annual meeting or election this year…even though our By Laws mandate both every single year (see Article IV Section 2, Article V Section 5, Md. Gen. Corp. Law 2-501(a)). The rules in our By Laws are not elective. The Board appears to be trying to convince you they held an annual election by having Jim Morrow elected to fill my vacant seat at a special meeting of the members called for the purpose of determining if I should be removed, even though…well, there’s them pesky By Laws, again.

In fact, the lawsuit alleges President Joe DeSantis’ term expired in 2008 because his last legitimate election was in 2005. Carol Frankhouser was appointed and then elected to a seat also set to expire in 2008. We should be having our annual meeting and election with these two seats on the ballot. So, why aren’t we?

The bottom line is that our governing laws mandate we hold our annual meeting and election ANNUALLY. Not at the Board’s whim. It’s not an elective option. The lawsuit alleges this pattern with this Board: the By Laws get in their way, so they selectively ignore them. And when presented with logical argument or the plain English text of the governing laws, they simply waive dubious legal opinions in your face and see no, hear no, speak no governing laws.

Highlights from 9/23/08 Board meeting

The Board cancelled this year’s annual meeting and election, so you might want to attend Board meetings to stay up-to-date. Did you fail to receive notice of regular, special or committee meetings? Call our manager Ruth at Comanco for the schedule for all governing meetings. Want to view the minutes, election records, financials, other Association information? Make an appointment with Ruth, she’ll be only too happy to help.

Did you know the Board asked the county to install no-parking signs on Jeffrey Drive? You might want to ask the Board why their hatred of those 3 boat trailers means Jeffrey Drive residents lose 24/7 parking privileges. Be careful your friends and family don’t get towed!

We’re one year out and the Board said they have no idea when the work at 1150 and 1152 Jeffrey Drive (you know, the “FIRE HOUSES”) will finish. They blamed it on insurance companies and said work is stalled because of MOLD problems. They promised an update at the next meeting 10/28/08, 7PM at Comanco.

Did President Joe DeSantis really say we’re paying for THREE lawyers in the current litigation, including Comanco’s? Our treasurer Kathy Marek didn’t appear to know that. Did he really say our By Laws require us to pay Comanco’s legal bills in the current lawsuit? Maybe I missed it, but I haven’t seen that clause. Something you might wanna ask Your Board of Directors for more information about.

Our new Board member Jim Morrow is looking for a copy of the By Laws. Can a neighbor help?

Did Treasurer Kathy Marek really say we’re now $3600 in the RED because of legal fees, and had no plan or projection for how much it would cost to defend themselves, and that a special assessment will be levied? A question to ask the Board at the next meeting is: How much do you intend to spend before you entertain a different strategy? How much is available? What about those CDs…?

COMMITTEES YOU MIGHT WANT TO JOIN!

Contact Joe DeSantis to get on his brand new By Laws and Architectural Rules Reform Committee. This is the committee that will try to change or update our by-laws and rules that control how you use and enjoy your property. Didn’t know about this commitee? Talk to Joe; he’ll be needing your guidance and input.

Contact Mike Helpa to get on his Transportation Committee. He’s trying to install speed humps in the community. Didn’t know about this committee, either? Gee, they’ve held so many meetings and had so many talks with the county already! Maybe Ruth can provide you the minutes and bring you up to speed.

Spending the Association into the RED

For those of you who don’t know, the Defendants held a board meeting 9/23/08 at Ann Seton Parish Hall in Crofton. There, they told homeowners the Association is now $3600 in the RED because of all their legal expenses.

While they work overtime to try and convince you that I am solely responsible for these expenses, you might want to take a closer look. Why don’t you click on the Lawsuit Documents – Public page at right and take a look at the facts yourself? Particularly those currently residing in the Ex Parte Motion for Temporary Restraining Order…now updated by the Amended Complaint for Injunctive Relief.