Elections 101 – It’s all about seats

Our Board is composed of five seats. Not individuals. Each seat has a 3-yr term. Individuals are elected to seats, not to a given term. At each annual election, we elect an individual to sit in that seat, and assume the powers and responsibilities that come with it. Our By Laws stagger terms such that all seats on the Board are never up for election at the same time. At least one, and no more than 2, seats come up for election annually. If someone resigns or otherwise vacates their seat, another individual is appointed by the Board to sit in that seat until the next annual election, at which point either the same or another individual is elected by the members to sit in that seat for the remainder of that seat’s term.

When someone vacates a seat, or is removed from their seat, the person then appointed or elected to fill that seat does not get a brand new term…that’d be like creating a new seat on the Board. Well, that’s exactly what the lawsuit alleges this Board and COMANCO are doing…arbitrarily and capriciously creating and eliminating seats on the Board without regard to our governing laws. Because of this, there are now at least 8 individuals with claims to a Board seat when there are only 5 seats available!. How did we get into this mess?

By Laws Article V Section 5 establishes each seat is elected to a 3-yr term. It establishes that the seats on our 5-seat Board come up for staggered election in a rotating cycle every 3 years: 1st year-2 seats; 2nd year-2 seats; 3rd year-1 seat. Then the first 2 seats come up for election again at the completion of their 3-yr term. And so on.

Why is this a difficult concept to apply? At the 9/23/08 meeting, Ruth Angell of COMANCO said she and the Board were going to be following the election By Laws from that very night. Then, that very night, they approved our attorney Michael S. Neall’s letter that violates these very By Laws, and then they approved terms of office for the current Board that also not only violates these very By Laws, but conflicts with the now-approved attorney’s letter, too.

Are they crazy, is that their problem?

President Joe DeSantis asserted at the 9/23/08 Board meeting that the Board is legal until a judge says otherwise. It could cost thousands of dollars to await a judge’s decision. Why don’t we all consult the By Laws ourselves for free, see if we can’t put our heads together and figure this out so our elections are consistently carried out in compliance with our governing laws? Don’t we have a right to expect that?

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.

The Impediment of the By Laws

At the 9/23/08 meeting, the Board voted to adopt a letter (see below) by our Association attorney Michael S. Neall. The lawsuit alleges that the information used to write the letter–aside from any due diligence by the attorney–was provided by the Board and is inaccurate. The recommendations in this letter the Board adopted violate our governing laws, as they were already made aware at the February 26, 2008 Board meeting and again in May, 2008.

So, what kind of legal advice recommends we violate our governing laws? I wonder what the Board paid the attorney for this letter? I know…you’re thinking, ‘Chris was a director, he oughta know!’ You’d think…but according to the lawsuit, whoever solicited this letter from the attorney never openly identified himself, told the Board about it, or asked for a vote to spend the money. It seems it’s the By Laws that are the real impediment to this Board…but the lawsuit indicates they appear to rely on attorneys to help them overcome such obstacles to business as usual.

Click on the images below to read Mr. Neall’s 2-page letter. Read my Elections Letter Response. These are both included as exhibits with the Ex Parte Motion for Temporary Restraining Order and are thus public documents.

Elections Letter (p. 1)

Elections Letter (p. 2)

Petition to Audit…Redux

Back in May, 2008 7% of you signed my petition to compel the Board to audit our non-financial records. That was because it appears records are missing. Yet, according to the lawsuit, a lack of documentation didn’t seem to stop these folks from coming after homeowners for alleged violations they couldn’t document. For 7 months the Board told me to fuhgedaboutit…hence, the petition.

Well, it appears for the last 4 months that piece of paper has disappeared, too. But, where are our records? The lawsuit alleges Comanco’s been responsible for archiving and keeping safe our records for nearly 30 years. So who’s the one that needs to pay for this? The courts will have to unravel that one since the Board won’t. You can read the facts in the Ex Parte Motion for Temporary Restraining Order and Amended Complaint for Injunctive Relief.

In the meantime, 11% of you signed a second petition to audit our non-financial records and I submitted it Thursday, Sept. 25 through Comanco. Altogether, 13% of our homeowners have now asked the Board to account for our missing records. But that document might go missing, too…so cross your fingers.

Has anyone asked the Board why they insist our lost records don’t need finding, or the discrepancies with Comanco’s architectural database don’t need resolving? It just seems kinda wierd to me that the Board, when informed of all this, just couldn’t be bothered and chalked it up as just another one of my impediments to their doing (or giving us) the business.

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Here’s the 2nd petition’s text:

PETITION TO AUDIT THE RECORDS OF THE CHARING CROSS TOWNHOUSE ASSOCIATION, INC. 

 

In order to facilitate a legal annual election for 2008, protect homeowners from improper violations and to establish a complete inventory of all Association records from 1979 to present, the members of the Association whose signatures appear below, pursuant to By Laws Article XIV Section 3 and Maryland Real Property Act 11-116(b), hereby request that all non-financial books and records of the Association, including but not limited to, all Board and annual meeting minutes, election records, election data and architectural archives, written, electronic or otherwise, be audited by an independent auditor for the purpose of establishing an inventory of the records in existence; an inventory of all missing records; and the facts regarding the Association’s election of members to the Board of Directors and the adjudication of all architectural/landscaping change requests, with cross-referencing between the Board’s minutes and the extant architectural request forms. Because Comanco has full possession and control of all Association records, and are solely responsible for their creation, maintenance and safekeeping, the Association should pursue Comanco for the cost. The audit shall begin no later than 30 days from the date this petition is presented to the Association via Comanco.

 

 

 

 

 

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.