HOA -- What A Board Will Do to Get Rid of a Dissenter

The following is a retyped, but accurate, copy of an e-mail sent out on March 1, 2003 by a NCCIA board member. All spelling errors, punctuation errors, spacing errors, syntax errors et cetera are as found. The "DISSENTER" had tried to carry out the wishes of nearly 500 people who came to a meeting and wanted the board to get rid of the Principal Management Group (PMG) and Michael Gainer, the NCCIA board's attorney.

The following e-mail exchange is self-explanatory!

From: "Barrow, Dave C.
To: "Rose Mary Smith (E-mail) Matt Landry (Email) Sam Griffin (E-mail)
Sent: Saturday, March 01, 2003 6:12 PM
Attach: NCCIA political plans.doc
Subject: NCCIA Political Action Plans

Rose Mary, Matt, Sam:

Attached are my 'chess moves'. Look them over carefully to see what I've
missed. Let's talk soon. Here are Instant Meeting details that can facilitate telephone
conference. Can I suggest we go for 4:00 pm TOMORROW (Sunday). Alternative is 11:00 AM on Monday? Please reply to say which.

Thanks....Dave

[The following is the attachment titled NCCIA POLITICAL PLANS.doc:]

"Control the Board Plan Blue
*Hold new elections to replace officers at either special meeting (short notice ok) or regular meeting. The four of us are a quorum. We need Dawn [the Principal Management Group (PMG) representative to the board] and MTG [Michael T Gainer, the Association's attorney] as witnesses. Meeting to be called by two Directors, (Sam and Matt call the meeting and lead the proceedings, being entirely open about the purpose? ).
*Sam, Matt or Rose Mary be President
*Dave stay Treasurer....If Rose Mary is Pres, I can be Sec-Treas if needed.
*Strip McGarr of Committee Leadership
*No further Board meetings (we've had our four so we can say we are done).
Instead we have Committee Meetings, have PMG present; whatever is needed to transact business WITHOUT Mary. Got to think through what to do if Mary insists on being on one of the Committees.
*Appoint Dave to head the Nominating Committee for elections (all the rest of you
are Lame Ducks ).
*Matt to carefully edit the Blue pages to eliminate Mary's voice there.
*Plan Blue is a Special Meeting of the BOD. It can be held at any time without
notice. It would be best to hold something like this at a secure location to keep the
uninvited from attending. It would be great, in fact, for the minutes of the meeting
to be written ahead of time so we can rehearse what we do/ say.
*We can also invoke Plan Blue at any time during a regular meeting, on signal if we get
mad at Mark. We simply need a signal. We simply have to have it written up
in advance....Who makes the motion, second, etc. Of all things, its simply a
matter of "I'd like to nominate XXXX to be our president"....second from another....
Discussion? Call the question, and it's over"....That fast!

Control the Board Plan Magenta
Give Mark [Mark Malhiot, the president] a set of firm expectations:
*Strip McGarr of Committee Responsibility. Assign ACC to George; DR to Rose Mary.
*We all refuse to attend any further meetings or special meetings (Mark, Len and Mary cannot then have a quorum to conduct official business).
*Appoint Dave to head the Nominating Committee for next year's elections and to manage the election process.
*Cancel future Board meetings (we've had our four). (an interim option I will consider is to appoint Dave to facilitate all future meetings of the Committees........which gives me [Dave]control over the agenda and can allow Mark to continue to act as President in breaking tie votes....I would insist all motions be written and submitted in advance so that Board members have time to consider them; items coming up 'in the moment' would in most circumstances be tabled for future consideration....We'd ask that the motion be written up by the mover, checked by the seconder, then turned over to the Secretary. It is critical that in all circumstances we refrain from moving or seconding anything we haven't agreed in advance. In general we vote no to everything unless it is for tabling.
*Notify PMG that McGarr (others not cooperating) are to be ignored, dealt with through regular mail copies of correspondence to all officers.
*If Mark refused Plan Magenta, he's given an opportunity to resign as President, or we go to Plan Blue.
*Matt to carefully edit the Blue pages [Krenek Newsletter] to eliminate Mary's voice there.

Removal of Director Plan Red
*Prior to this, we must actively campaign and educate friends. It will likely require help from a PR firm.
*Mary, (or Len, or Mark) are given an opportunity to resign Board position.
*Assumiing Mary will not go, a Special Meeting of the Membership is called.
*PMG notifies all members in good standing, 11 days prior, of a meeting to be held for purposes of removing Mary McGarr as director.
*If needed to restaff the officer positions, Mary, Len, Mark are notified of Special Board meeting to be held prior to Special Meeting of the Membership. ( all four of us have to show in order to have a quorum...having Dawn and MTG are also important.
In this case we have to be ready to enact Plan Blue.

Plan Green is "Scorched Earth"
We vote as a block to make an immediate refund check to be sent by mail to all owners of record, then resign.[Incredibly Mr. Barrow was prepared to bankrupt the Association so that the bankruptcy could be blamed on me!] It would be 'nice' to have the amount backed up by a Reserve Study and audit; but I am confident that such action ( more than $200 per home) is fiducially sound, and will mandate better management than Mary et. al. are capable of. What would probably happen is that the Association would go bankrupt, a new management co and Board would be brought in. There is also a chance that things might work out ok and not be so bad (really, it helps me to think this because it can allow me to be objective in making choices. This would play out over a few more months; could be enacted anytime, for example, if Mark tried to replace George [George Kochel] with another kook. [Perhaps Mr. Kochel isn't the "kook" here.]

Elections/Proxy Process Plan Orange
Step one is get an aligned person to replace George [Mr. Barrow refers here to George Kochel].
Nominating Committee brings forward acceptable candidates ["acceptable" meaning anyone who will go along with Mr. Barrow's scheme], on whom the board votes.
Need an ironclad proxy that makes 'Recommendations of the Board' crystal clear.
*Names and lot number, signature tracking, etc.
Can we tie a maintenance fee refund to our preferred candidates? (probably not but we can make it clear that a refund is the first order of business for the new Board in November, and we are counting on the members to elect people who will be knowledgeable of the background and process?)

Consequences
Count on a smear campaign.
Count on a legal challenge.
Count on another big elections meeting.
Play a victim role. Do not accept interviews; do not write the editor, or draft articles for the paper. Let her invective show itself for what it is.
Consider hiring a PR firm (yes).
Instead of Board Meetings, hold 'Awareness and Dialogue Sessions, focused on educating, and then going into Q&A".
If we have to go to Plan Blue to impeach Mark, we must consider what to do with all of them since they'll be disenfranchised and perhaps untrustworthy. We might consider offering Treasury to Len in return for his cooperation. Mark might resign and/or sue.
Seems to me like we start with Plan Magenta, testing Mark to see if he will
a) Appoint Dave to lead the nominating committee
b) Remove Mary's leadership of DR [Deed Restriction Committee]
If Mark agrees, we demand action by email immediately. If Mark balks, we go to Plan Blue?
If Mark agrees and acts, we follow through with the additional requirements of Plan Magenta (Dave facilitates further board meetings, if any).
Before embarking plan Magenta, this whole approach needs to be coordinated with MTG and Dawn....if Malhiot [Mark] balks, and we choose to go to Plan Blue, we have to be ready to call a special meeting ASAP (we can do this without notice, and we can even write the minutes beforehand which I strongly recommend; we can hold the meeting at my office after hours in fact, relying on security there to keep out the uninvited.