RESPONDENT’S REPORT ON 29 SEPTEMBER 2007 ANNUAL

MEETING/ELECTION OF THE DRAYTON PLACE OWNERS ASSOCIATIONS INC

The Drayton Place Owners Association Inc conducted its annual member’s meeting and election on 29 September, 2007 at 10:00 AM at the Pablo Creek Regional Library in Jacksonville , FL.   Advance notice of the meeting was mailed to homeowners 14 days prior to the meeting.  Included in the meeting notice package was a letter from Professional Community Management Inc. (PCM), a proxy form, and instructions for completing proxy.  No agenda was included with this mailing as indicated by petitioner’s counsel in amended motion for clarification dated 18 September 2007.

  The letter from PCM asked for people that wished to be considered as candidates notify PCM of their intent by written request.  PCM received advance nominations for Terri Green , Ron Van , and William Davis.

 Initial communications between PCM and the Board of Directors failed to identify how many seats would be up for election.  The members were unaware of the number of seats available for election prior to the 29 September meeting.

  On 27 September 2007 directors Sandy Taylor, Denise Nicholas, and Jim Kramarsic issued a corporate resolution (Encl #1) by majority of directors, in the absence of a meeting but having the same effect thereof addressing the following issues:

a.       The board removed Terri Green as treasurer and from any other office she has  held or is holding.

b.      The board declared four vacancies for the purpose of nomination and election.

c.       The board declared that all seats were available for nomination and election.

d.      The board nominated Ron Van , Sandy Taylor, Jim Kramarsic, and Denise Nicholas to fill the four vacancies.

e.       The board declared that it did not nominate Terri Green .

f.        The board declared that is “does not and can not” nominate William M. Davis and David Tagliaferri who are perceived as adverse and hostile to the DPHOA and conflicted form performing fiduciary duties that would otherwise flow from election, but not limited to, continuing, pending, and contemplated litigation against said parties.

  It should be noted that PCM received the corporate resolution September 28, 2007 late afternoon and the homeowners were not privy to this information until after the meeting was already underway, including the persons noted in the corporate resolution. The member’s perception was that the corporate resolution was the board’s attempt to limit the nominees to four (the exact number of seats available for election).  Limiting the nominees to four would allow the directors subject to the recall to stand for re-election and retain their seats by virtue of disregarding or rejecting nominations beyond the people nominated in the corporate resolution.  The board chose to reject the nominations for William Davis and Terri Green .  Article IV of the bylaws states the following:

  Nominations for election to the board shall be made by existing board members and may also be made from the floor at a meeting called for electing the board members.  The board shall make as many nominations as it deems necessary but not less than the number of vacancies which are required to be filled.

  At 10:37AM after members were checked-in and received their election ballots, the meeting was called to order by Allen Perry of PCM.  PCM verified that a quorum had been established and passed that information to members.  The current board of directors briefly introduced themselves.  Immediately after introductions, William Davis motioned to appoint Kenny D’Angelo as chairperson for the meeting.  The motion received numerous seconds.  The vote was then called for on the motion to appoint Kenny D’Angelo as chairperson.  An “aye” response was received from greater than a majority of the members.  There was one “nay” response.  Director/Association President Sandy Taylor attempted to dispute the vote.  Mr. Davis asked Ms. Taylor why she objected and reminded her that the members had a say in decisions at the member’s meeting.  To emphasize the appointment of Kenny D’Angelo as chairperson, Mr. Davis asked if there were any objections from the floor to Mr. D’Angelo chairing the meeting.  There was one.  Ms. Taylor attempted to declare the meeting adjourned.  Directors Sandy Taylor, Denise Nicholas, and Jim Kramarsic promptly left.  Board member Terri Green and homeowner/counsel for the board Dan Nicholas remained.

  Ms. Taylor’s attempt to adjourn the meeting was out of order since Mr. D’Angelo had already been voted in as chairperson of the member’s meeting. 

  Mr. D’Angelo took control of the meeting.  Discussion on election procedures began. Members were briefed by PCM on the process and the floor was opened for nominations.  Nominations were received for members Terri Green , Jesse Brown, and William Davis.   These names were included on the ballots in addition to the nominations for Sandy Taylor, Denise Nicholas, Ron Van , and Jim Kramarsic.  A motion was made to close nominations, seconded and approved.  A motion was brought from the floor nominating Cheryl Cooper as Supervisor of the Election. It was seconded and approved.  Chiu Choi and Nathan Leonard were appointed to work with Ms. Cooper to oversee and count ballots. PCM representative Ben Strickland was also part of the ballot control and counting.  PCM to date has all the ballots and has re-verified the count and validity of the ballots.

  Each candidate was given a brief moment to address the members.  Candidates Sandy Taylor, Denise Nicholas, and Jim Kramarsic did not have the opportunity to address the members due to their early departure.  Other members of the audience gave information on the positions they held, how long they had been on the board and any other pertinent information.  Procedures for completing the ballots were explained by PCM then Mr. D’Angelo recessed the meeting for 15 minutes to allow for voting.

  In the interests of time management the meeting was reconvened after voting and old and new business was discussed.  At the conclusion of old and new business, the meeting was again recessed until the ballot counting was complete.

  Mr. D’Angelo reconvened the meeting after receiving the election results from Election Supervisor Cheryl Cooper.  Mr. D’Angelo asked for confirmation that all ballots had been counted and the official count was in his hand.  Ms. Cooper confirmed the official count along with Mr. Choi, Mr Leonard and Ben Strickland.  Mr. D’Angelo announced the following results:

            Terri Green 59 votes

            Jesse Brown 58 votes

            William Davis 57 votes

            Ron Van 54 votes

            Jim Kramarsic 9 votes

            Sandy Taylor 6 votes

            Denise Nicholas 6 votes

  Terri Green , Jesse Brown, William Davis and Ron Van were congratulated on their election as directors and the meeting was adjourned.

 It is important to note that in spite of the fact that directors Sandy Taylor, Denise Nicholas , and Jim Kramarsic left the meeting, Ms. Taylor and Ms. Nicholas’ ballots along with the 4 proxy ballots that Ms. Nicholas was voting as Secretary were given to Allen Perry of PCM and were included in the vote.  65 of the 66 ballots initially issued were returned to the Supervisor of Elections.  The new BOD secretary is completing the minutes to the meeting and a DVD of the proceedings will be entered into the official record.  

CERTIFICATE OF SERVICE1

I HEREBY CERTIFY that a true and correct copy of the foregoing has been furnished by

U.S. Mail to Daniel Nicholas Esq.: on this day of 8 October, 2007.

_____________________________________________

Signature of each Respondent, Respondent's(s') attorney,

 or Respondent's(s') representative