HPP BIZ: Part the third

[kalakoa]

IRS regulations prohibit 501©(3)

Because the rules, they are for everyone, right?

[mermaid53]

Yes your district rep and another director did call a meeting and appointed their choice of replacement directors with a meeting recorded by a secretary that is not in contract with HPP and was not approved by the board and when a property owner asked for her to be introduced the said directors refused transparency this is troubling on its own there was no officer ie secretary that was a legitimate official volunteer or contracted for an official swearing in process in my opinion.

FACT: The HPP recording secretary did NOT witness an "official or legal" swearing in process of Crelly on 3 Jul 2019. D1 rep didn't call a special board meeting to swear in Crelly. He also cannot act as a board of one to conduct any business per our bylaws...that's an abuse of power. D7 and I had absolutely no idea Crelly was sworn in until 13 Jul 2019 (10 days later) when we and the Association were served Larry Kawaauhau's lawsuit. D1 rep had EVERY opportunity to be transparent but made the decision not to tell the board, even when he was asked via email to confirm after D7 and I heard these rumors. NO response= no confirmation.

FACT: It's normal and prudent practice when there's urgent board business to be conducted, to hire another recording secretary when the HPP recording secretary is unavailable. The HPP recording secretary has no contract w/HPP and was unavailable even with several days advance notice. HPP's recording secretary should work for HPP and the full board, not only one director.

For the temporary recording secretary's safety, we made the decision not to release her identity because of two former board directors' intimidating and disruptive behavior at the 9 Jul 2019 special board meeting. The recording secretary was appreciative of our decision.

This meeting then closed and proceeded into executive session the question is was the golden rule of the bylaws broken with the sharing of executive business?

FACT: At the 9 Jul 2019 special board meeting, after the adjournment of the executive session meeting, an open session resumed and the names of the new officers were announced.

Most alarming is you state the district rep had consulted with an attorney - who’s attorney? A director is never allowed to act on their own neither consulting an HPP attorney or otherwise without board consent please enlighten when this permission was given for 1 director to contact an attorney.

FACT: D1 rep Larry Kawaauhau/plaintiff acted on his own as the board didn't approve that he could: 1) File a lawsuit against the Association 2) Hire an attorney 3) Choose which attorney he could hire. This appears to be a personal lawsuit against the Association and he's controlling HPP's money and business.

Why no board meetings? I’m not going to pretend I know the answer to all the questions because I truly don’t .. I am only sharing what I am sure of . I would have to think there are no BOD meetings due to the animosity within the board ( which by the way in my opinion is personal which personal emotion should not be a factor as a board director each director should be keeping the entire community ‘s interest as priority.

FACT: That is a rumor. This has nothing to do with animosity. D7 and I have been willing to work with D1 rep but he has avoided communicating with us since the resignations in Jun 2019. When the 5 directors resigned en masse, they absolutely did NOT have the best interests of the Association in mind. There have been no board meetings because D1 rep, Larry Kawaauhau, is illegally acting as a board of one cancelling meetings since Jul 2019 with NO legal justification. He is conducting business and money is being spent w/out board oversight.

FACT: On the board of 3, D1 rep is in the minority and has a minority vote. Question: Is he cancelling all the board meetings because 2 of the 3 directors has more voting power? If this is the case, he broke his oath and abandoned his fiduciary duties.
FACT: Cancelling board meetings for several months now and Oct 2019's membership meeting is detrimental to the Association. Now lot owners may not pay their road fee monies until a trustee or legal board is up and running. Hopefully we'll have a trustee appointed by 1 April, the deadline to pay. Some are choosing to open an escrow account until a trustee is appointed and/or board is up and running.

FACT: When D1 the plaintiff cancelled the membership meeting in Oct 2019, he put HPP into default w/our district elections. This was the meeting when a Nominating Committee should've been voted for by the members. Because this didn't happen, HPP won't be having an annual district election for the first time in it's history. There are rumors being spread by a lot owner on FB that there will be an election. This is ABSOLUTELY FALSE. The court will have to decide how to remedy this AFTER a board is up and running and/or a trustee is appointed. We are waiting for a trustee and it's not the defendants who are stalling. Why the stall? Because it would bring about transparency?

[Stillwater]

Mermaid I’m thinking you have FACT and In my OPINION confused.
FACT : The bylaws do not state a special meeting must be called for the swearing in process and any directors need to be present or be informed that a director that was voted in by his/her constituents is being sworn in - Article VIII section 2 (e)
Opinion- sounds as though the directors must have a power struggle to be important
FACT : The former board did enter into a contractual agreement with the HPP secretary and the board was looking into a back up in the case HPPOA was in the position of not having a recording secretary in future scenarios.
Opinion- HPPOA should work with the official recording secretary to find a suitable 2nd recording secretary for on call purposes
FACT : when the board was not able to conduct meetings in the past with an absentee recording secretary who quit (why she quit you may also want to be transparent) it was not “ prudent normal business practice for anything other than a majority vote to do this that was your opinion then but now it’s not?
Fact : the two former board directors you speak of being former directors would mean the two community members that simply asked questions you were not wanting to be transparent about.

Question- who paid the replacement recording secretary at this July 9th meeting? Opinion- if the corporation didn’t why? No motion or majority vote to make it a valid decision

Opinion- Directors should treat all community members equally if they are paying their association dues A director’s position is not about being friends or taking things personally it is to make decisions beneficial for the ENTIRE community.
Fact: the executive session on July 9th lasted much longer than what you are insinuating
Fact it was and will only be considered an official board meeting if the Court rules there are only 3 directors and not include the 4th who was voted in by his constituents( the community members)
FACT : I have no idea what Facebook is generating
Fact: The President is the CEO and works directly with the General Manager
OPINION - The President did what needed to be done to get the association, Corporation, and Community back on track without the animosity riddling the business and community..

[leo]

Stillwater's last post just confirmed she was one of the five directors who quit the board. Stillwater and her cronies caused irreparable damage to HPPOA. They should be held accountable.

[kalakoa]

They should be held accountable.

Hold. The. County. Accountable.

[Stillwater]

Leo Have you been going to meetings for years? You too could be a board member if knowing what escapades go on there is what qualifies you to be one!
I will say your imagination is great!! Never cease to amaze me with your replies.
Leo your remarks only suffice to take the heat of your friend, try to remember it’s business not girlfriends from high school

[Obie]

Have any one of you read the HPPOA bylaws ?

A board long ago turned the day to day operation of the association to a General Manager.

Read the bylaws !!

Mermaid picks and chooses bylaws but you have to start at the top and take them all into context .

Mermaid thinks I am Lealani Bronson !

[mermaid53]

"GENERAL MEMBERSHIP MEETING POSTPONED
February 22, 2019
MEMBERSHIP MEETING CANCELLATION NOTICE General Membership meetings postpone until further notice"

This is posted on HPP's website, and by whose authority is the GM posting this?

That's two membership meetings cancelled WITHOUT ANY legal authority since the hostile takeover of HPP's business and monies. ALL the board and membership meetings for 8 months and counting, have been cancelled by D1 rep Kawaauhau, illegally acting as a board of one with support of the GM, and lot owner Crelly. A hostile takeover wouldn't be possible without cooperation from the GM and office staff.

The GM has taken complete control of the office serving only one director, and therefore, is insubordinate to two legit directors and the membership who pays his salary. They are purposely, without LEGAL AUTHORITY, excluding two LEGIT directors, D7 and D5, from HPP business = no board oversight. In the mix is the GM's lawsuit against D7 rep which may affect his decision making. If he followed HPP's bylaws and policies, a hostile takeover would have been preventable. He refuses to take direction from anyone other than D1 rep. This is in violation of HPP's bylaws and D1 rep Kawaauhau has broken his oath to the Association. HPP business is in the dark/non transparent and should be a huge concern.

There have been very large expenditures without board oversight during the hostile take over. i.e. the paving on 1st Rd proceeded on 3 Oct 2019 (same day as the court hearing) without board oversight, without a contract and proof of insurance = illegal. The GM told D7 rep and I on 1 Jul 2019 that there was NO contract and he was directed by the board prior to 3 Oct 2019, NOT to proceed w/the paving due to these issues = insubordination. Kawaauhau was asked NOT to proceed for same reasons = dereliction of duty = cause for removal. The paving work cost the members over $300,000. D7 rep and I have been obstructed from exercising our fiduciary duties to protect the membership's monies and the Association from liability. Upon road inspection there are liability concerns that could've been prevented.

I've been approached by members who told me they won't be paying their road fees for the first time. They're worried that their money will be spent without board oversight just as it is right now. Maybe we'll get a trustee in place by Apr 1st (the due date for road fees). No liens will be put on your property unless you're several years delinquent. In light of the situation, perhaps late fees could be forgiven?

Whatever these former directors, and the spouse of a former director try to say in an effort to justify the hostile takeover, Kawaahau's lawsuit against the Association, and the mass resignations, they are responsible for the unprecedented and irreparable damage to HPPOA. Members might want to make sure those involved are forever disqualified from serving on the board or any committee once this mess is sorted out.

I was told this morning that per former D3 Shaw, there's a FC meeting scheduled. This will be an illegal meeting as there is no functioning board and the chair of the FC, is the treasurer. No functioning LEGIT board, no treasurer involved = illegal. A new treasurer was appointed legally on 9 Jul 2019 but is being obstructed by those participating in the hostile takeover. All actions taken that are in violation of the bylaws is NULL AND VOID AUTOMATICALLY. It will be a waste of time. Former D3 rep should've known this after a year on the board.

[Stillwater]

All who have any questions or concerns with the financial health of HPPOA should attend the final audit meeting that will be occurring at the HPPOA activity center in the kitchen @10:30 am
This is my understanding after a phone call to the corporate office . Everyone that wants the truth and transparency to these subjects mermaid is twisting should ask the independent auditor directly

[Stillwater]

10:30 Today get up and go stop relying on punatalk for twisted excuses for transparency!