The regular monthly board of directors meeting of the Meadowcreek Association was called to order promptly at 7 PM on February 11th, 2010 with the former vice president Terry Strickland presiding. Seated at the table were Claude Whittaker, Mildred Mills, Terry Strickland, David Hamner and Eugene Placke. Yes, that’s right folks, the board member (David Hamner) that no one remembers electing to office was seated at the table to make a quorum.
Mr. Blankenship, a member of the community, stood immediately after the meeting was called to order, and following Robert’s Rules of Order stated:
“Mr. Chairman, I rise to a question of privilege affecting the assembly”. Mr. Blankenship was advised to sit down as the meeting was starting. Mr. Blankenship repeated his request and was again denied the opportunity to raise his question, after being told by attorney Lewis “Chip” Smith that he was not a member. For those of you not familiar with a question of privilege, it is defined thusly in the Rules of Order: “Questions relating to the rights and privileges of the assembly, or to any of its members, take precedence of all other motions except the three preceding relating to adjournment and recess, to which they yield”. The question that was to be asked by Mr. Blankenship was whether a quorum (5) of board members existed with the many questions regarding Mr. Hamners election/appointment/whatever in question.
So, the meeting continued with a major question unanswered – was the meeting legal? The seated board then proceeded to the election of officers for 2010, and the details are meaningless, as all four new members boycotted the meeting to prevent a quorum, and the old board decided that it did have a quorum and continued the meeting as if everything were in order.
The board then went into “executive session” and asked all neighborhood members to leave the room. This lasted for about an hour, and the regular meeting resumed at 8:20 PM. Only one thing changed – an invited guest was removed from the assembly by the Missouri City Police, acting under the direction of the board. The board, subject to the Texas Open Meetings Act, decided that this individual was not a member, not welcome, and had to leave. The meeting continued, with discussions, votes, and additional business, including the letting of a contract with Michael W. Rose CPA to conduct an audit of the associations financials. No business was opened for discussion with the members witnessing the travesty taking place.
In other words friends and neighbors – a strong armed board decided that they had a quorum (remember the famous Hamner issue), started the meeting, discussed and conducted business, threw a guest out, ignored parliamentary procedures, and continued business as usual. So where do we go from here? The only solution might be found in Vernon’s Civil Statutes, Non-profit Corporation Act as follows:
Art. 1396-7.05. APPOINTMENT OF RECEIVER TO REHABILITATE CORPORATION.
A. A receiver may be appointed for the assets and business of a corporation by the district court for the county in which the registered office of the corporation is located, whenever circumstances exist deemed by the court to require the appointment of a receiver to conserve the assets and affairs of the corporation and to avoid damage to parties at interest, but only if all other requirements of law are complied with and if all other remedies available either at law or in equity, including the appointment of a receiver for specific assets of the corporation, are determined by the court to be inadequate, and only in the following instances:
Mr. Blankenship, a member of the community, stood immediately after the meeting was called to order, and following Robert’s Rules of Order stated:
“Mr. Chairman, I rise to a question of privilege affecting the assembly”. Mr. Blankenship was advised to sit down as the meeting was starting. Mr. Blankenship repeated his request and was again denied the opportunity to raise his question, after being told by attorney Lewis “Chip” Smith that he was not a member. For those of you not familiar with a question of privilege, it is defined thusly in the Rules of Order: “Questions relating to the rights and privileges of the assembly, or to any of its members, take precedence of all other motions except the three preceding relating to adjournment and recess, to which they yield”. The question that was to be asked by Mr. Blankenship was whether a quorum (5) of board members existed with the many questions regarding Mr. Hamners election/appointment/whatever in question.
So, the meeting continued with a major question unanswered – was the meeting legal? The seated board then proceeded to the election of officers for 2010, and the details are meaningless, as all four new members boycotted the meeting to prevent a quorum, and the old board decided that it did have a quorum and continued the meeting as if everything were in order.
The board then went into “executive session” and asked all neighborhood members to leave the room. This lasted for about an hour, and the regular meeting resumed at 8:20 PM. Only one thing changed – an invited guest was removed from the assembly by the Missouri City Police, acting under the direction of the board. The board, subject to the Texas Open Meetings Act, decided that this individual was not a member, not welcome, and had to leave. The meeting continued, with discussions, votes, and additional business, including the letting of a contract with Michael W. Rose CPA to conduct an audit of the associations financials. No business was opened for discussion with the members witnessing the travesty taking place.
In other words friends and neighbors – a strong armed board decided that they had a quorum (remember the famous Hamner issue), started the meeting, discussed and conducted business, threw a guest out, ignored parliamentary procedures, and continued business as usual. So where do we go from here? The only solution might be found in Vernon’s Civil Statutes, Non-profit Corporation Act as follows:
Art. 1396-7.05. APPOINTMENT OF RECEIVER TO REHABILITATE CORPORATION.
A. A receiver may be appointed for the assets and business of a corporation by the district court for the county in which the registered office of the corporation is located, whenever circumstances exist deemed by the court to require the appointment of a receiver to conserve the assets and affairs of the corporation and to avoid damage to parties at interest, but only if all other requirements of law are complied with and if all other remedies available either at law or in equity, including the appointment of a receiver for specific assets of the corporation, are determined by the court to be inadequate, and only in the following instances:
(1) In an action by a member when it is established:
(a) That the corporation is insolvent or in imminent danger of insolvency; or
(b) That the directors are deadlocked in the management of the corporate affairs and the members are unable to break the deadlock, and that irreparable injury to the corporation is being suffered or is threatened by reason thereof; or
(c) That the acts of the directors or those in control of the corporation are illegal, oppressive or fraudulent; or
(d) That the corporate assets are being misapplied or wasted.
(2) In an action by a creditor when it is established:
(a) That the corporation is insolvent and the claim of the creditor has been reduced to judgment and an execution thereon returned unsatisfied; or
(b) That the corporation is insolvent and the corporation has admitted in writing that the claim of the creditor is due and owing.
(3) In any other actions where receivers have heretofore been appointed by the usages of the court of equity.
B. In the event that the condition of the corporation necessitating such an appointment of a receiver is remedied, the receivership shall be terminated forthwith and the management of the corporation shall be restored to the directors and officers, the receiver being directed to redeliver to the corporation all its remaining properties and assets.
That’s right readers – the time for a lawsuit is overdue, and receivership is just one of many remedies available. We are deadlocked, and we are oppressed, and assets are being misapplied and wasted. Sorry to be so long winded in this report, but the facts have to be made available. Good luck Meadowcreek neighbors.
That’s right readers – the time for a lawsuit is overdue, and receivership is just one of many remedies available. We are deadlocked, and we are oppressed, and assets are being misapplied and wasted. Sorry to be so long winded in this report, but the facts have to be made available. Good luck Meadowcreek neighbors.
Well if you all do move in that direction you have one of the best ivy league attorneys in the state to face off with the Sugar Land council member whose legal vendor is apparently openly defying state law, rules and common decency. I would take out a bet that NO jury will rule in Russell Jone's firms favor. If you need an expert witness on similar proceedings, please feel free to contact me. I would be more than happy to put this bunch on the stand and under the spot-light. Hamner's relationship with several city council cronies and the political machine that runs this county is well documented.
ReplyDeleteSHINE A VERY BRIGHT LIGHT ON THIS BUNCH, it looks like they could use it and lord knows the 714 homeowners of MC deserve a board that answers to them, not the same special interest that run that city. Hamner and Allen Owen are good buddies and Owen is the best friend of the developers who set these oppressive codes up and install some of these people setting a pattern that can cause problems like you all are facing. At least in the older communities you can still "try" to elect your board. In the newer ones they developers have moved the boards almost completely out of reach of the homeowners through another layer of elections.
As I awoke the morning of Feb. 12th, I felt I had one of the worst headaches of my 63 years. But no, I thought, it couldn't be a hangover cause I quit drinking years ago.
ReplyDeleteWhat I witnessed the night before at the board meeting was to put it very lightly and "political correct," (sure don't want to upset anybody) was unadulterated "horse hockey!"
After being presented with a petition signed by 160 homeowners to remove three members of the board, the board first, ignored the petition and then proceeded to vote to spend "our" monies.
I have see arrogant and offensive behavior in high level politics that riled and irritated me before, but this board has figured out a way to go "over the top."
Do we as members of an HOA really want a board (illegal) spending our money in an audit just because it's a "local" C.P.A. with the best price and because he is as stated, a Good ol' local boy."
The problem in the patio-townhomes section is of no real personal concern of mine, but those people have real problems and "tabling" a decision to fix drainage that is over two years old is not a real good or smart idea. Wake-up people, we're (the HOA) already being sued over the patio home problems and the boards' stance on fixing a two year old problem is to table it??? This is in addition to disregarding burst water pipes. Last I looked, our (the HOA's) water bill was higher than the electric and gas bills combined, so how in the world can you ignore burst water pipes?
I could go on and on, but I fear I risk hurting more feelings such as Mr. Placke refers to as ill-behaved, non-cival or accusatory. Please feel free to believe this is one resident that does not believe an increase in subdivision dues is a cure-all and will bring a smiley face to all us peons.
Actually the suit will come from the Town Homes section, and could prove to be very costly. It's rumored that the suit will make it's claim under the Deceptive Trade Practices-Consumer Protection Act which trebles any damages awarded.
ReplyDeleteIt's possible that previous acts of the old board could result in damages exeeding $400,000 and thats a lot of assessments. Hope that the E&O insurance was paid.
And speaking of our Patio home neighbors - just tale a drive down the main street and the damage to the road and underlying sewer becomes very evident. Perhaps the old board feels that if you just ignore a problem it will go away. If we ignore them will they go away?
We could always hope so, but I don't think it likely. The neighborhood needs to get together and file a class action suit that names the old board members as individuals and also makes them responsible for the damages. I'm ready!
ReplyDeleteThis is all starting to sound like city and county government. It seems more important to keep the board vendors fed. I heard the legal vendor makes a small fortune off just this one neighborhood. Perhaps we are all in the wrong bizness. Good luck residents and keep interested local grass-roots informed as well as the media. The Russell Jones law firm (SL city council member Russell Jones an Allen Owen buddy along with Hamner) needs some exposure on all this. These guys don't like the light shining on them so keep it bright and aimed well!
ReplyDeleteWhat a tangled web we weave when first we practice to deceive!
ReplyDeleteI'm sure you all have the right attorney to hammer Jones and his firm. We'll make sure the lawsuit gets plenty of publicity and that Jone's council district gets the blow by blow reports of what their representative is doing to you all. The only problem is these things drag on and no doubt his firm stands to make a small fortune during this time through billing the HOA, which means the homeowners pay twice but if you don't then they go on milking the fatted calf for years. You will need to sue to recover these costs too, at least the costs on the class action side. This may be one of the reasons they are acting in this manner is to force it to the courts on advice of council. Hopefully you do not file the case in a Fort Bend County court too they have an administrative judge that is unfriendly to these actions and homeowners in general. We learned the hard way about Culver.
ReplyDeleteWhatever the case it will bring closure to a very dark time in your subdivision and hopefully restore the democratic processes.
I am still waiting to hear if the residents of our subdivison has hired an attorney to do our bidding against our old board members? We as residents need to work together to see that the old board members are no longer part of the board. That they be held responseable for eveything they have done and if need be sued and put behind bars if that is what has to be done so be it.
ReplyDeleteNick,
ReplyDeleteSign up for our email notifications as shown on the right hand side of the blog and we will keep you informed. Any other interested individuals should do the same.