04-15-2009, 09:10 AM
Recently, much misinformation has been distributed in various media in the form of speculation and very biased opinions, that once again have made the task of operating HPPOA a challenge and obscured the truth.
Let’s go with this simple premise and work from there.
Truth is stranger than fiction, but it is because Fiction is obliged to stick to possibilities; Truth isn't. Mark Twain
Here are truths backed by documentation or references:.
At-Will Employment
Under common-law, this phrase describes the relationship between employer and employee that exists without a written contract or other agreement guaranteeing job security. An at-will employee may be terminated at the will of the employer without reason or cause. Hawaii Center For Labor Education & Research
While your HPPOA Board, had to make a hard choice, these matters cannot and will not be discussed in an open forum, thereby protecting the rights of the HPPOA and employee equally. To say that based “opinions” something occurred (termination) and is factual, is both inaccurate and very misleading. Perhaps disclosing that well over sixty pages of documentation (the majority of content not related to the bond) was provided to your BOD to assist in the determination would have been a more helpful disclosure.
Excecutive Sessions
Hawaii Revised Stautes §421J-5
© The board of directors, with the approval of a majority of a quorum of its members, may adjourn any meeting and reconvene in executive session to discuss and vote upon matters concerning personnel, litigation in which the association is or may become involved, or as may be necessary to protect the attorney-client privilege of the association. The general nature of any business to be considered in executive session shall be first announced in the regular session.
We are restricted by statute and HPPOA By-laws to maintain confidentially on matters discussed in these meetings. There are no secret meetings or conspiracies, just legal and proper ways to handle certain issues. Unfortunately, this rule was violated recently and of course HPPOA will suffer due to the inaccuracies and statements made that are in direct violation of these rules.
Bond & Paving Issues
1) The “Private Placement Memorandum” is not a part of the contract and should never be presented as such. The actual performance contact is a totally different document and available for review. The premise of potential fraud on obtaining funds by inaccurate representations based on submittals by HPPOA stems from this misunderstanding and ignorance of the contractual obligations of the Bond Indenture. These covenants or criteria are clear as mud in some cases, but the main point of concern is that we have to maintain an income to expense ratio of 110%.in our annual financial audits. This has been the reason for all the controversy. Was it incorrectly formulated? I don’t know, but as of November our General Manager assured me that our January interest payments and the obligation for the remainder of the term of the contract was not a problem. The issue here is doing the project, while maintaining that ratio and the ongoing maintenance of HPPOA
2) To speculate on anything to do with budgetary issues, lack of maintenance funds and material procurement is absolutely absurd. We are just now going to receive the draft budget for 2009/2010. To deduce facts and figures from budgets that don’t exist is nonsense.
3) The current seated BOD inherited a quasi-plan (documented) for paving and all the bond compliance issues in June, 2008.
4) In September of 2008, in an effort to secure valid information and at my own cost, I obtained the opinions of three different attorneys. I made certain that the information was accurately communicated to the BOD and validated by other HPPOA officers that were in attendance. Consensus was, there was no contractual definition as to what roads would be paved and we needed to take steps to put a written plan in place. The development of that formal plan became our immediate agenda
5) In September/ October 2008 major changes occurred in the structure and accountability for the entire project with accountability placed at the BOD level.
6) At my request and with BOD endorsement, accurate data was gathered based on the logic presented on page 6 of the Private Placement Memorandum, as no other reasonable criteria existed in the contract.. Road priorities being; reduce road maintenance expenses, traffic and density of homes.
7) In October of 2008 an actual written proposal (plan with map and estimated costs))was submitted based on the criteria stated on page 6 of the Private Placement Memorandum with the only thing lacking being a actual cost figure for overlaying the main arterial streets. Nobody can put a pro-forma or budget together without knowing this figure. When we have this cost, I along with others fully intend to submit a validated plan for consideration.
8) Based on feedback from our Engineer, it appeared that we could substantially exceed paving the majority of the streets identified as meeting the criteria stated on page 6 of the Private Placement Memorandum and overlay the main roads which were classified as due to start to fail within six months to a year.
9) The bids to determine the costs for an overlay phase will go out within days.
10) We now have a consideration that would allow us to literally sell back a part of the bond contract (we may never use) for a minimum of $500,000.
11) The original Broker of the Bond has suggested that we add an additional $1,000,000 to the existing trust (completion account) with a 125% ratio instead of 110%. Our attorney has indicated that this is only conditional and has nothing to do with the terms of the contract.
12) If there are defective paving issues, those will be addressed.
13) If we returned funds at this point our estimated penalty would be $3.500,0000. Is that a better way to end the controversy? It’s the will of the collective that matters and should be and will be honored.
14) As with any issue before the BOD, any motion can be entertained that would clarify or change the current roads scheduled for pavement. It’s that simple. The roads currently bid were to honor an ethical/ moral commitment and while they do not necessarily meet the criteria stated on page 6 of the Private Placement Memorandum, they are not compromising to HPPOA at this point.
15) Road fees cannot be raised by more than 10% per year.
16) Bond is collateralized by our account receivables only.
17) This quote from a web post is 100% false: Collateral - There is just one form of collateral, your money. When you pay your road fees, you may think the money goes to HPPOA. The fact is, not for long. ALL of your money is passed on to a bank which holds all of your money on behalf of Dexia, a Belgian/French company that bought the bonds. Once they take their cut, they give us back as much as they feel like. OK, I'm getting a little folksy when I say that. I am sure there are guidelines for how much they give us back. But the truth is, they have our money. We have to ask to get SOME of it back.
18) .Another quote: You must pay your road fees, no matter how high the HPPOA board raises the fees in order to pay the Europeans
19) There is no European conspiracy
20) If by motion or recall methods the will of the collective changes, then most of your directors would enjoy spending more time with their family.
Hopefully you will find this information helpful and it compels you to ask even more questions and become more involved. Should you have any questions please forward them to your district Director or me and we will make certain they get addressed.
Aloha,
Jeff Spaur
President HPPOA
Let’s go with this simple premise and work from there.
Truth is stranger than fiction, but it is because Fiction is obliged to stick to possibilities; Truth isn't. Mark Twain
Here are truths backed by documentation or references:.
At-Will Employment
Under common-law, this phrase describes the relationship between employer and employee that exists without a written contract or other agreement guaranteeing job security. An at-will employee may be terminated at the will of the employer without reason or cause. Hawaii Center For Labor Education & Research
While your HPPOA Board, had to make a hard choice, these matters cannot and will not be discussed in an open forum, thereby protecting the rights of the HPPOA and employee equally. To say that based “opinions” something occurred (termination) and is factual, is both inaccurate and very misleading. Perhaps disclosing that well over sixty pages of documentation (the majority of content not related to the bond) was provided to your BOD to assist in the determination would have been a more helpful disclosure.
Excecutive Sessions
Hawaii Revised Stautes §421J-5
© The board of directors, with the approval of a majority of a quorum of its members, may adjourn any meeting and reconvene in executive session to discuss and vote upon matters concerning personnel, litigation in which the association is or may become involved, or as may be necessary to protect the attorney-client privilege of the association. The general nature of any business to be considered in executive session shall be first announced in the regular session.
We are restricted by statute and HPPOA By-laws to maintain confidentially on matters discussed in these meetings. There are no secret meetings or conspiracies, just legal and proper ways to handle certain issues. Unfortunately, this rule was violated recently and of course HPPOA will suffer due to the inaccuracies and statements made that are in direct violation of these rules.
Bond & Paving Issues
1) The “Private Placement Memorandum” is not a part of the contract and should never be presented as such. The actual performance contact is a totally different document and available for review. The premise of potential fraud on obtaining funds by inaccurate representations based on submittals by HPPOA stems from this misunderstanding and ignorance of the contractual obligations of the Bond Indenture. These covenants or criteria are clear as mud in some cases, but the main point of concern is that we have to maintain an income to expense ratio of 110%.in our annual financial audits. This has been the reason for all the controversy. Was it incorrectly formulated? I don’t know, but as of November our General Manager assured me that our January interest payments and the obligation for the remainder of the term of the contract was not a problem. The issue here is doing the project, while maintaining that ratio and the ongoing maintenance of HPPOA
2) To speculate on anything to do with budgetary issues, lack of maintenance funds and material procurement is absolutely absurd. We are just now going to receive the draft budget for 2009/2010. To deduce facts and figures from budgets that don’t exist is nonsense.
3) The current seated BOD inherited a quasi-plan (documented) for paving and all the bond compliance issues in June, 2008.
4) In September of 2008, in an effort to secure valid information and at my own cost, I obtained the opinions of three different attorneys. I made certain that the information was accurately communicated to the BOD and validated by other HPPOA officers that were in attendance. Consensus was, there was no contractual definition as to what roads would be paved and we needed to take steps to put a written plan in place. The development of that formal plan became our immediate agenda
5) In September/ October 2008 major changes occurred in the structure and accountability for the entire project with accountability placed at the BOD level.
6) At my request and with BOD endorsement, accurate data was gathered based on the logic presented on page 6 of the Private Placement Memorandum, as no other reasonable criteria existed in the contract.. Road priorities being; reduce road maintenance expenses, traffic and density of homes.
7) In October of 2008 an actual written proposal (plan with map and estimated costs))was submitted based on the criteria stated on page 6 of the Private Placement Memorandum with the only thing lacking being a actual cost figure for overlaying the main arterial streets. Nobody can put a pro-forma or budget together without knowing this figure. When we have this cost, I along with others fully intend to submit a validated plan for consideration.
8) Based on feedback from our Engineer, it appeared that we could substantially exceed paving the majority of the streets identified as meeting the criteria stated on page 6 of the Private Placement Memorandum and overlay the main roads which were classified as due to start to fail within six months to a year.
9) The bids to determine the costs for an overlay phase will go out within days.
10) We now have a consideration that would allow us to literally sell back a part of the bond contract (we may never use) for a minimum of $500,000.
11) The original Broker of the Bond has suggested that we add an additional $1,000,000 to the existing trust (completion account) with a 125% ratio instead of 110%. Our attorney has indicated that this is only conditional and has nothing to do with the terms of the contract.
12) If there are defective paving issues, those will be addressed.
13) If we returned funds at this point our estimated penalty would be $3.500,0000. Is that a better way to end the controversy? It’s the will of the collective that matters and should be and will be honored.
14) As with any issue before the BOD, any motion can be entertained that would clarify or change the current roads scheduled for pavement. It’s that simple. The roads currently bid were to honor an ethical/ moral commitment and while they do not necessarily meet the criteria stated on page 6 of the Private Placement Memorandum, they are not compromising to HPPOA at this point.
15) Road fees cannot be raised by more than 10% per year.
16) Bond is collateralized by our account receivables only.
17) This quote from a web post is 100% false: Collateral - There is just one form of collateral, your money. When you pay your road fees, you may think the money goes to HPPOA. The fact is, not for long. ALL of your money is passed on to a bank which holds all of your money on behalf of Dexia, a Belgian/French company that bought the bonds. Once they take their cut, they give us back as much as they feel like. OK, I'm getting a little folksy when I say that. I am sure there are guidelines for how much they give us back. But the truth is, they have our money. We have to ask to get SOME of it back.
18) .Another quote: You must pay your road fees, no matter how high the HPPOA board raises the fees in order to pay the Europeans
19) There is no European conspiracy
20) If by motion or recall methods the will of the collective changes, then most of your directors would enjoy spending more time with their family.
Hopefully you will find this information helpful and it compels you to ask even more questions and become more involved. Should you have any questions please forward them to your district Director or me and we will make certain they get addressed.
Aloha,
Jeff Spaur
President HPPOA