Minutes (scanned version) -- Draft Form

On August 6, 2007, at 5:30:P.M. emergency meeting of the Board of Directors of the Drayton Place Owners Association Inc. (the "DPHOA") was called by President Sandy Taylor. Present were Vice President/Secretary, Denise Nicholas. Terri Green, was not present, but voted via e-mail as discussed below. In addition, the DPHOA attorney was present via phone.

For the first matter of emergency business, Ms. Taylor discussed the continuing violence being experienced by directors, nominees, residents who volunteer to assist the DPHOA. Ms. Taylor described the destruction of yards, fences, cars, calls to employers, harassment, and threats to those who have simply volunteered to help the DPHOA. She also discussed safety concerns she had for a recent board nominee that were so serious that her election to the board was in jeopardy. Consistent, therewith, Ms. Taylor also described threats being made to property mangers, past and present, and taking of DPHOA property.

According to Ms. Taylor, if this behavior continued unchecked, present property mangers will terminate contracts, leaving the DPHOA without administrative staff, and worst of all, our residents get physically hurt, altercations ensue, and violence continues to escalate

Discussion was then had with counsel concerning proposed and pending litigation to halt this behavior.

For the next order of emergency business, Ms. Taylor discussed the urgent need to increase police patrols in the neighborhood, to not only prevent the preceding behavior against all volunteers, but also protect residents as a whole. The emergency need for additional lightning at various strategic locations was also discussed, particularly, around property continually vandalized. With quorum approval, Ms. Taylor said she would do whatever necessary to protect the residents ...

Discussion was then had with counsel concerning state attorney involvement and restraining orders to those residents believed to be violent, stalking directors, and threatening residents. Pending and proposed litigation was also discussed.

For the next order of emergency business, Ms. Taylor discussed the urgent need to combat speeding, which once again, is threatening the community. According to Ms. Taylor, it is getting to dangerous for children and residents.

Discussion was then had with counsel concerning the fining and suspension of speeders, many of whom are part of the recall referenced below.

For the next order of business, Ms. Taylor discussed a written "Agreement for Recall" that she had received from Terri Green. She asked counsel if it was validly served.

Counsel stated that the Agreement was not properly served by Chapter 48 of the Florida Statutes and Rules of Procedure. Subject thereto, the following discussion was then had.

 

Ms. Taylor said she received the recall ballots from Terri Green. She counted the ballots and said there 115.

Counsel said the package he received from the current property manager, who is not the registered agent, contained 116 ballots and a cover letter from William M. Davis as designated representative. Counsel said that because the ballots were not properly served neither package could really be deemed the official service.

Ms. Taylor said that in fairness to the neighborhood, the package with the most ballots will be the count of the ballots received.

Ms. Taylor stated that several residents spoke to her as to being fraudulently misled into signing the Agreement and otherwise intimidated if they did not. For fear of retribution, Ms. Taylor stated that names would not be reflected until such time as protection was afforded these persons. She said investigation was continuing. She also stated that some residents had their property addresses wrong or someone else completed the ballot. Ms. Taylor then identified numerous ballots signed by owners who had outstanding liens, fines, and order of suspension. Alone, these defects precluded majority needed for recall.

Counsel then discussed numerous procedural and substantive defects that permeated most if not "all" (116) ballots, including but not limited to failure to identify the association, existing directors, replacement directors, retained/recalled directors, comply with bylaws, declaration.

Counsel discussed at length the voting-requirements contained in the declaration that were applicable to owners and the bylaw requirement of board nomination of directors. Counsel said that the recall was in likely violation of the bylaws and that most of the ballots violated the requirements of voting set forth in the declaration, particularly, those requirements pertaining to joint ownership and the need for voting designation.

Counsel then discussed that many, if not majority of all ballots were signed by those who were not of record and that one ballot was expired. Counsel then said that none of the ballots were witnessed and unauthenticated in the ballot copies he received.

Counsel then discussed indicia of fraud that likewise permeated most if not "all" the ballots. He said that most, if not all, of the ballots (116) contained multiple hand writings, strike through, pre signature completion, after signature completion, different pens, and signatures contrary to those of record,

Counsel then discussed the likely unenforceability of the recall statute to the declaration and by-laws, constitutionality thereof, the bylaw requirements for nomination, and any preclusion for recall, for which pending and proposed litigation was discussed.

Discussion was then had as to the lack of standing of William M. Davis a/k/a Billy Davis ("Billy Davis'') to be the designated representative on all ballots (116) for a sundry of reasons, including, but not limited to continuing violation of covenants covering approximately 8 year period, continuing suspension for violation of covenants non-performance of settlement agreement (filed in circuit court), interfering with management contracts, refusal to pay dues, fees, not disclosing conflicts of interest to residents, practicing law without license, threatening property mangers, threatening employers, and saddest of all threatening residents and misleading neighbors. In short, Ms. Taylor stated the actions of Billy Davis, as part and parcel of the purported recall, pose potential threat to this community for which emergency action required.

Discussion was then had with counsel concerning proposed and pending litigation against Billy Davis and the need for immediate action against him and any others that are damaging the community. Discussion was then had as to the assessment of attorney's fees against Billy Davis and others for litigation related thereto.

Ms. Taylor then inquired of the propriety of individual residents pursuing individual causes of action in conjunction with Board action. Pending and proposed litigation was then discussed.

Discussion was then bad with Counsel as to DPHOA liability for certifying recall when there are so many procedural and substantive defects.

Ms. Taylor then suggested that the Secretary prepare a ballot matrix to reflect the ballot defects discussed in these minutes for incorporation herein as part of the record.

She then said that she wanted these minutes to absolutely reflect that "based on the history between the DPHOA and certain members reported as being behind the recall", the DPHOA"expressly reserved the right" to challenge any ballots defects not reflected in these minutes based on subsequent discovery and investigation that was ongoing.

With defects of all ballots duly noted, being both procedural and substantive, duly noting the lack. of required majority of proper ballot to recall, Ms. Taylor , without waiver of improper service, moved ''not'' to certify recall. as duly seconded, by Denise Nicholas. Then, with director quorum therein present, Ms. Taylor and Ms. Nicholas voted "not" to certify the recall.

E-mail sent by Terri Green immediately before the meeting was then read into the minutes to reflect her vote ''not' to certify if procedural defects were present. Ms. Taylor said to attach a copy of the e-mail to these minutes. Based thereon, Ms. Taylor said the minutes should reflect that no directors voted to certify recall for which she inquired of Counsel of next steps.

Counsel the discussed the potential filing of arbitration and other civil actions relating to the recall and the recovery of legal fees against the purported designated representative and others.

Ms. Taylor then discussed the need to elect additional directors, and particularly, formally vote on pending nominee Cheryl Cooper, who, inadvertently had already been identified on the website as director. Ms. Taylor and Ms. Nicholas stated that Ms. Cooper would be an excellent choice, but that Terri Green had "adamantly" opposed her election. Due to the ferocity of Ms. Green's opposition, Ms. Taylor stated it would be best to delay the election until Terri Green could be present and basis for the opposition explained to the other directors. Ms. Taylor then stated that Ms. Cooper should be removed from website as director until there was formal vote of approval and, particular, the concerns of Terri Green heard.

Discussion was then bad with Counsel concerning litigation up-date meeting that was to be on Friday, August 10, 2007, concerning the next steps to taken, particularly, filing petition for arbitration. Ms. Taylor stated she wanted to discuss the pending litigation matters with Terri Green and all arbitration options on Friday

Ms. Taylor then adjourned the meeting for continuation on Friday, August 10, 2007 (See continued minutes for August 10, 2007)


Continuation

On Friday August 10,2007, the Board re-adjourned and the meeting continued. Those present via conference call included the DPHOA President, Sandy Taylor, the Vice President/Secretary, Denise Nicholas, Director Terri Green, and Counsel for the DPHOA

Discussion continued on the hostilities expressed toward directors and nominees, particularly, Ms. Cooper. Ms. Taylor suggested that the nomination of a male director may help. She nominated Jim Kramcerak. She said that Jim, former FBI agent, may be just what the neighborhood needs to restore civility. Ms. Nicholas and Ms. Green approved the nomination.

Discussion was then had with Counsel as to pending and proposed litigation, and particularly, pending and proposed arbitration necessitated by tile recall. The directors then· expressed . ,--­sincere concern that those behind the recall could have subjected "innocent" members to legal fees incurred by the DPHOA for their defective recall

To avoid this, the directors agreed that Bill Davis be allowed "one opportunity" to withdraw the recall.

Dated this _ day of August 2007.

             By: _______________________________


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