New board?

A letter was received today stipulating a new board of directors has been established. The meeting described in the letter was not adherent to the bylaws, and therefore, the community will incur the cost of this silly exercise.

 

Boer Law Firm Letter

 

President response via email to attorney and community at large on 3-13-2023: 

 

Hello Grant, thanks for your correspondence. As you are well aware, the business of the corporation has to abide by the bylaws in effect at the time, and the meeting you have identified was not in accordance with the bylaws of the corporation. If you have alternate information regarding this claim, please provide it. Your letter has been received and is dismissed as a distraction from the reality of the situation.

I will point you to this information:
as well as this:
You will find significant supporting data at wwww.cascadewoodlands.com, your position is untenable. You need to do some fact checking before you proceed any further down this path. Thanks for your effort, please feel free to call me as necessary to receive  factual information.
Marty Sederberg
CWLOA President
Analysis:
The meeting held on 1-21-2023 as described was held without proper notification or community involvement. Additionally, results of this meeting were not published or sent, the “New Board” has not identified themselves in anytime of prescribed manner, and the delay in notification of almost two months and notification by an attorney via a mass mailing is insufficient to adhere to the bylaws in affect of CWLOA.
Apparently this group of individuals is relying on Article V, Board of Directors, section 5 which reads:
“The owners by majority of the voting power in the corporation present, in person, or by written proxy and at which a quorum is present, may remove any member of the Board of Directors with or without cause.”.

The described meeting apparently happened on January 21, 2023 and was not adherent to the requirements described in Article IV, Meetings, Section 4 which reads:

“Not less than twenty-one (21) days and no more than twenty-eight (28) days in advance of any meeting, the President or Secretary shall cause notice to be hand- delivered, publicly published in a known and readily accessible location or source and/or sent prepaid first class mail to the mailing address of each member, or to any other mailing address designated in writing by the member. The notice of any meeting shall state the time and place of the meeting and the business to be placed on the agenda, including the general nature of any proposed amendment to the Restrictive Covenants, Articles of Incorporation, Bylaws, any budget or changes in the previously approved budget that result in a change in assessment obligation, and any proposal to remove a Director.”

Additionally see Article lI – Members Section 1 which reads:

There shall be one class of members of the Corporation. All members shall have the same rights, privileges, duties, liabilities, limitations, and restrictions. Each member owning tracts in Cascade Woodlands shall be entitled to one vote for each tract owned; provided, however, that no individual shall be entitled to more than four votes, regardless of how many tracts he or she may own or purchase.

In the event that a corporation or more than one natural person or marital community own or purchase a tract, such corporation or group of individuals shall be entitled to only 1 vote per tract and shall be required to designate to the Secretary of the Corporation, in writing, the name of the individual entitled to that vote. No combination of owners or group of tract owners acting in concert, shall be entitled to more than four votes regardless of the number of tracts owned in excess of four.

 

Summary

As the meeting was not properly formed, and all members of the community were not notified nor invited to attend and offer representation, the meeting, in fact, violates the bylaws and therefore any “resolutions” are not valid. Without notification of “new board” and requirements of Article III, Section 4, Items a-f, the “new board” has already failed in their designated responsibilities. Additionally, section one stipulates a group of owners is entitled to no more than four votes. Finally, the complete lack of transparency and understanding on how the system works clearly indicates that this group of individuals lacks the skills or knowledge to properly conduct the business of the corporation.