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. 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, Discussion
was then had with counsel concerning proposed and pending litigation
against 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. 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 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 To
avoid this, the directors agreed that Bill Davis be allowed "one
opportunity" to withdraw the recall. Dated
this _ day of August 2007. By: _______________________________ |