HPP Biz

[Makona84]

HPPOA Membership Meetings

All expenditures and personnel matters are determined by the board of directors per the Bylaws. They are like our state legislature or congress, representives elected by the members in each of 9 districts with powers afforded by the bylaws to make those decisions for the Association.

There is no authority under the bylaws for those decisions to be made at the Membership meetings.

Remember, the individual Board members are personally liable for actions taken in both cases.

These matters cannot legally be railroaded into decisions that may be recommended by 1% of the total membership after emotional arguments many of which were not based on fact. And, particularly for a meeting that notice of which was mailed to every member from our president with the wrong date.

Emotional decisions made at general meetings without careful research, study or preparation is not what we need to do. That could spell a lot of trouble.

Ballots to all members should be the preferred method for any decision affecting every member. Like the mailbox vote.

[Kenney]

Oh gag me with a spoon...

[Kenney]

gulp...
1. The BOD does not have all the answers. Yes, the BOD gets the final say AFTER considering the votes of the Membership and recommendations of Committees . There's a lot of talent and experience in HPP and much good can come from allowing the people to be involved in the Management of the Subdivision (as stated in the first pages of the BILaws.)
2. In many cases, BOD Members are not Elected, but Appointed by BOD Members when THEY create a vacancy by running off new members! So IN THEORY the BOD represents the Membership, but actually the Majority BOD represent themselves only.
3. Yes, BOD Members ARE personally liable for their actions. Remember that. The Association does not have to pay Legal Fees for BOD Members who are found to be Willfully Negligent .
4. I have read nothing in the Bilaws that gives the BOD the right to disallow votes of the Membership , (especially Unanimous votes like the vote for a Forensic Audit at the last Meeting,) because the BOD feels we are making "emotional decisions". Do we have a Psychiatrist on staff now to assess the mental abilities of Owners to make rational decisions ? It's our money you're spending. We feel it is worth our money to find out how it's being spent.
5. The Mailbox survey mailing was an expensive mistake. We can't even GET to the mail, the roads are so bad!!!
6. Fix the roads. That is the BOD's Kuliana.

[mermaid53]

HPP's Charter of Incorporation

VII Powers and Obligation

The corporation ( that means all members) shall be subject to all duties, obligations and restrictions imposed by law upon corporations of this character, and it shall have all the rights, powers, privileges and immunities granted by law to such corporations and as follows: 5. To appoint such subordinate officers and agents as the business of the corporation requires.

HPP Bylaws Article VIII BOD Sec 8 Powers and Authority

Except for the limitations set by the Articles of Incorporation and by these bylaws as to actions to be authorized or approved by the membership and subject to the duties of the directors as prescribed by the bylaws, all corporate powers and affairs of the Association shall be exercised or controlled by or with authority of the board.

(The members are not subordinate to the board.)

State law 414D-112 Voting requirements

(a) Unless this chapter, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the vote represented and voting (which affirmative votes also constitute a majority of the required quorum) is the acts of the members.
_____________

The members make decisions at membership meetings. The board is an instrument of the association (US) who carry out the acts of the membership, and carry out HPP's business needs FOR the membership. To carry out HPP's business, obviously the board needs to make decisions FOR the membership. Whatever the membership votes for, the board is to heavily consider carrying out for the membership. If it's not illegal, if it aligns w/the bylaws, if we have the budget for it, if a majority at a membership mtg voted for it, then there's NO REASON NOT to carry out the "acts of the membership". Anything that is going to alter the park, our finances etc in a profound way for years, warrants a membership vote, not a 5 rep vote for over 8,800 lot owners. If the membership has questions about THEIR $ since there has been non transparency for over 2 yrs (had no FC oversight for major expenditures) and votes to have a forensic analysis, the board has NO REASON NOT to carry out the acts of the membership. This is what they voted for despite the costs because the membership felt the $ would be well spent. Any board opposition to this has red flags.

[mermaid53]

P.S. The vote for a forensic analysis as stated before was a unanimous membership vote. This is rare to have a unanimous vote. Hardly what anyone would consider an "emotional" vote. Seems to me like they understand very well what's going on and want answers and the only way they'll get it is through a forensic analysis.

[Makona84]

Nothing posted in replies to my post takes away from the board’s exclusive powers over personnel decisions or expenditures. The members can recommend anything it wishes but will not have the final determination.

This is all made clear under the bylaws of the association.

If a lawsuit were brought against the Association our E&O carrier would be required to defend both the Association as well as the board members, if named. If the verdict is for an intentional tort or, perhaps willful negligence (depends in the policy) the judgment might not be paid by the insurance carrier.

Therefore, the intelligent path is to let the board decide after sufficient research and study and not pursuant to a rump meeting of the membership inflamed by false rhetoric lynch-mob style. Personally, I am for the audit if it is a reasonable cost.

[Old Croc]

quote:

---

Therefore, the intelligent path is to let the board decide

---

"Hello, I'm from the Board, and I'm here to help."

[leo]

Makona84 please enlighten us why a forensic analysis causes you concern about liability? It might actually prevent a liable situation. What sort of research by the board are you suggesting? Mermaid posted that the forensic analyst gave a very informative spiel at the last board meeting. I was at the last general membership meeting. It was no lynch mob. It might feel that way to someone who has something to worry about.

[caveat emptor]

Makona84, I looked up your name in my handy Hawaiian dictionary and I’m sure you are aware that makona, used as a noun, means “an unpeaceful disposition”. I’ll leave it there.

Here are 2 of your comments; “They are like our state legislature or congress, representives elected by the members in each of 9 districts with powers afforded by the bylaws to make those decisions for the Association.”  and “There is no authority under the bylaws for those decisions to be made at the Membership meetings.”

Mermaid already debunked the 2nd comment so I’ll just respond to the 1st. Our association is nothing like an elected government body. We are a non-profit corporation. That means the members of the association are similar to a corporation’s shareholders with voting rights that authorize and direct the board to conduct business as we see fit (reread mermaid’s post concerning Art. VIII).

The members who bought property here did not buy into a non-profit corporation that some want to operate like an unelected dictatorship. Maybe instead of your analogy of the association being similar to an elected government you should have used a comparison to a state or federal bureaucratic agency.

You may not know this, you can review some of my old posts, that I had occasionally called Jo Maynard, one of our recently departed (as in moved) board directors, as Chairman Jo because of her relentless dictatorial and corrupt board practices that have immeasurably damaged HPP.

Now that I think of it, your comments kind of remind me of the way she would have created a debate just like this one, designed to confuse and then obstruct proper and legal membership decisions. And in fact, some in the community are already wondering if makona84 is actually an office employee with the initials of BH. After all, any one on FB knows that the Chairman is still communicating and scheming with the office from her bunker on the mainland. If that rumor were ever verified, I’d hope that that employee wasn't using association time and property to spread disinformation.

[caveat emptor]

Someone just called me to add to the speculative comment I just made in my last post to mention that the office employee with the initials BH, got up to address the members at the Associations meeting in Oct. She said that she supported the forensic analysis but started by basically (if you listened carefully) arguing against it. She said it would cost at least $100K but then argued that the analysis should go back to 2007 because she wanted the road bond years covered. I guess she wanted to make sure the cost would achieve her $100K goal.

We only need the forensic analysis to cover the last 3 years since that covers most of the reign of Chairman Jo when all of the obstruction of the finance committee and corruption of the board started. BTW, did I mention that the Chairman and BH are BFFs? Yes, its true. One of the Chairman’s corrupt moves was to illegally put BH onto the, at the time, illegal finance committee that operated in the dark holding secret meetings with the general manager to produce the illegal budget for fiscal year 2016-2017. That is the GM’s own personal budget (just like this years) that took most road maintenance funding away from park roads and put it into his and the Chairman’s pet project… chip seal.

Here is the actual wording that the member made at the Oct. members meeting for the forensic analysis, “I move that the HPPOA Membership authorize the Board of Directors to hire a forensic accountant for the purpose of conducting a forensic analysis on any and all Association finances.”

I emphasize “authorize” because that is straight from the bylaws in Art. VIII. The members are demanding it because not only is it smart business practice but also no one trusts the office staff, especially the GM, hence the motion at the same meeting to advice the board that we do not have any confidence in him. Terminate him! But no, there are some on the board who would prefer to obstruct and lie to the membership and sadly, with the help of the office staff.

The Facebook thread for HPP also tells us that some of the previous obstructionists on the board namely Jerry Sodan, have inside information that the office staff are trying an intimidation tactic against the 2 board directors who are trying to carry out the votes of the membership. According to Sodan the staff are going “to file a lawsuit against the board”. There is the stench of Chairman Jo all over this.

Sodan ends his FB screed by stating, "I hate to say it, but Go For It" in reference to the office staff filing a lawsuit. Finally, something that I can agree to with one of the Chairman's minions. Yes, file a suit, spend your money. Put your money where your mouth is and expect a huge donation from Sodan.