IMPORTANT BOARD MEETING — NOVEMBER 6 AT 5:30 PM
LOCATION: THE POOL
We will hold a meeting to vote on the removal of the current board members, followed by the election of new board officers.
EVERYONE’S ATTENDANCE IS IMPORTANT! We encourage all members to be present and participate in these important decisions.
Thank you for your participation and support!
DISCLAIMER: The views expressed in the videos below belong solely to the creator and do not represent the residents of the neighborhood.
The homeowners movement to elect a new board is an entirely separate entity.
The creator's use of humor regarding the situation at Caley's Mill should not reflect negatively on the residents of the community.
FORMAL STATEMENT REGARDING THE SEPTEMBER 19 HOA MEETING AND REQUIRED MEETING PROCEDURE
The September 19 HOA meeting raises serious procedural concerns that should not simply be dismissed as a disagreement over personalities or meeting style.
The original agenda for the September 19 meeting provided for homeowners to vote on a substantial increase in annual dues and three separate special assessments. Two days before the scheduled meeting, the HOA notified homeowners that the voting would no longer take place and that the meeting would instead be informational.
That change alone raises an important procedural question: What authority and procedure were used to remove the previously announced voting matters from the meeting agenda?
At the meeting, Trevor stated that the purpose of the meeting was informational. However, regardless of whether the meeting was ultimately intended to be informational or decision-making, the meeting still needed to be conducted in accordance with the HOA's governing documents and any parliamentary procedure those documents require.
Our governing documents reference Robert's Rules of Order as the procedure for conducting meetings. That requirement cannot reasonably apply only when it is convenient. If Robert's Rules govern the meeting, then the rules governing the conduct of the meeting apply to the presiding officer, the board, and the homeowners alike.
THE REQUIRED ORDER OF BUSINESS
The established order of business includes:
Call the meeting to order
Roll call / establish quorum
Approval of the previous meeting's minutes
Reports of officers
Unfinished business
New business
Motions
Motion is made
Motion is seconded
Discussion/debate
Vote
Announcement of the result
Announcements
Adjournment
These procedures exist for a reason. They establish who has the floor, how business is introduced, how matters are debated, how decisions are made, and how the presiding officer maintains order.
They are not optional simply because following them may be inconvenient.
THE RIGHT TO RAISE A POINT OF ORDER
One of the fundamental parliamentary procedures available to a member is a Point of Order.
When a member believes that the rules of the meeting are being violated, the member may raise a Point of Order and identify the procedural issue.
The presiding officer should then address the point and make a ruling. The appropriate process is not for the presiding officer to simply silence the homeowner by declaring, "You're out of order."
The entire purpose of a Point of Order is to allow the membership to challenge a procedural violation while the meeting is taking place.
The basic exchange is:
Homeowner: "Point of Order."
Presiding Officer: "State your point."
Homeowner: States the specific procedural violation.
The presiding officer then rules on the point, such as:
"The point is well taken."
or
"The point is not well taken."
The important issue is that the procedure provides a structured mechanism for resolving disagreements about procedure.
Simply shouting down a homeowner does not substitute for parliamentary procedure.
THE PRESIDING OFFICER IS NOT ABOVE THE RULES
The president serves as the presiding officer of the meeting. That position carries substantial responsibility.
The president is responsible for maintaining order, recognizing speakers, enforcing the applicable rules, and ensuring that the meeting proceeds according to the governing procedures.
That authority is not unlimited.
The presiding officer must operate within the rules governing the meeting.
If Robert's Rules are the required parliamentary authority, then the president cannot selectively enforce those rules against homeowners while disregarding the same procedural requirements when conducting the meeting.
The phrase "out of order" is not a substitute for following parliamentary procedure.
It is a procedural determination.
If a homeowner is told that he or she is "out of order," the obvious question is:
What specific rule was violated?
And equally important:
Was the meeting itself being conducted according to the same rules being enforced against the homeowner?
SKIPPING PROCEDURAL STEPS
If an item in the established order of business is going to be omitted, postponed, or otherwise handled differently, that action should be taken through the applicable parliamentary procedure rather than simply being ignored.
For example, if a report does not need to be presented because the information has already been distributed, the meeting should follow the appropriate procedure for dispensing with that item.
The same principle applies to matters raised during new business or discussion.
The purpose of parliamentary procedure is to ensure that decisions are made transparently and that the membership—not simply the presiding officer—has an opportunity to participate in the process.
This is particularly important when the subject matter involves substantial increases in homeowner dues or special assessments.
These are not trivial matters.
They potentially impose significant financial obligations on homeowners and therefore warrant a clear, orderly, and procedurally sound process.
THE SEPTEMBER 19 MEETING
I was unable to attend the September 19 meeting personally. However, a homeowner recorded the entire meeting that I am in posession of, allowing the conduct of the meeting to be reviewed afterward.
The recording should be preserved.
It provides an objective record of what was said, who was recognized to speak, how homeowners attempted to participate, what procedural rulings were made, and how the meeting was actually conducted.
Based upon the recording, there are significant concerning of how it was conducted in accordance with the procedures required by our governing documents.
This is not simply a complaint about someone's tone or personality.
It is a question of procedure, authority, transparency, and compliance with the governing documents.
RESPONSIBILITY OF THE BOARD
The responsibility for maintaining a properly conducted meeting does not fall exclusively on the homeowners.
The presiding officer has the responsibility to establish and maintain the procedural framework of the meeting.
If homeowners do not understand the rules, the presiding officer should apply them consistently.
If homeowners become disruptive, the presiding officer should use the procedures available under the applicable parliamentary authority to restore order.
If homeowners raise legitimate procedural objections, those objections should be addressed through the established process.
What should not happen is for the meeting to devolve into shouting, interruptions, and repeated declarations that homeowners are "out of order" without the underlying parliamentary procedure being followed.
THIS IS ABOUT CONSISTENCY
The standard must be the same for everyone.
If homeowners are required to follow Robert's Rules of Order, the presiding officer must follow them as well.
If homeowners are expected to wait to be recognized before speaking, the same procedural discipline must govern the entire meeting.
If a homeowner can be ruled out of order for violating parliamentary procedure, then the conduct of the meeting itself must also remain within parliamentary procedure.
The rules cannot be selectively enforced.
THE BOARD SHOULD PROVIDE CLARIFICATION
Given the circumstances surrounding the September 19 meeting, homeowners are entitled to ask the board for clear answers to several basic procedural questions:
What provision of the governing documents authorizes Robert's Rules of Order, and which edition or parliamentary authority applies?
What procedure was followed to change the September 19 agenda two days before the meeting?
Why were the previously announced votes on the annual dues increase and three special assessments removed from the agenda?
Was quorum established at the meeting?
Was the meeting formally called to order?
Were the previous meeting's minutes addressed?
Were officer and committee reports addressed as required?
What parliamentary authority was relied upon when homeowners were declared "out of order"?
When homeowners attempted to raise procedural objections, were they given the opportunity to state a Point of Order?
If an item of business was skipped, what procedure authorized that action?
What authority allowed the presiding officer to prevent homeowners from speaking?
If the proper procedures for the meeting was not performed then what authority were you operating under?
These are reasonable procedural questions—not personal attacks.
THE STANDARD GOING FORWARD
The purpose of Robert's Rules of Order is not to give the president more power.
It is the opposite.
Parliamentary procedure exists to provide structure, fairness, orderly debate, and an established process for making decisions.
The presiding officer has the authority to control the meeting, but that authority exists within the rules governing the meeting.
The president should be the person enforcing the rules—not the person deciding when the rules apply.
The homeowners should not have to guess when they are allowed to speak, whether a motion is required, whether an issue can be discussed, or why they have been declared out of order.
There should be a consistent procedure that everyone can understand and follow.
CONCLUSION
The September 19 meeting should not be treated as simply another disagreement between homeowners and the board.
When an HOA is discussing substantial increases in dues and special assessments, the process matters.
When the agenda changes shortly before the meeting, the process matters.
When homeowners are prevented from speaking, the process matters.
When homeowners are told they are "out of order," the process matters.
And when the governing documents require Robert's Rules of Order, the process is the rule.
The board has an obligation to conduct its meetings in accordance with the governing documents and the parliamentary procedures those documents require.
Homeowners have an obligation to conduct themselves appropriately.
The presiding officer has an additional obligation: to ensure that the meeting itself is conducted appropriately.
The answer cannot simply be, "You're out of order."
The proper question is:
"According to what rule—and was that same rule being followed by the person presiding over the meeting?"
That is the procedural issue that needs to be answered.
Written on 9-18-26 HERE ARE WHAT YOUR CURRENT HOA BOARD IS UP TO
Illegitimate Board
"Our HOA Bylaws require board members to be legal property owners in Caley's Mill. Because the current President’s name is not on his home's deed, he is legally a non-owner. While he is a welcome resident, he does not meet the qualifications to hold a board seat or make binding financial decisions for our neighborhood." He knows this and that is why he said he amended our 3.1 Bylaws after he got on the board to say that spouses can hold a board position. He can not do that without a 2/3 vote of all homeowners eligible to vote at a called meeting.
Point 1: Marriage does not equal Deed Ownership.
Under Georgia real estate law, being married to a homeowner does not automatically put your name on the deed. The county records show only his spouse owns the home.
Point 2: Voting rights are NOT the same as Board eligibility.
The Bylaws allow a spouse to cast a ballot at the annual meeting so couples don't both have to show up to vote. However, the Bylaws do not allow a non- owner spouse to actually run for office or run the corporation.
Point 3: The "Moving Out" rule proves the point.
Section 3.3 of our Bylaws explicitly states that if a board member or their spouse sells their lot, that board member is instantly disqualified and removed. The document treats the husband and wife as two separate legal people. Because the President doesn't own a deeded lot to begin with, he was never qualified to take the seat.
Was the Board that exercised the Section 8.2 authority actually a properly constituted and authorized Board when it voted to amend Section 8.2? Brenda Addison was both President and Secretary. The filing is dated February 18, 2019, with the Secretary of State of Georgia. This is when they adopted the 8.2 amendment that said, "The board shall have the power to alter, amend or repeal any of those bylaws by the affirmative vote of the majority of all the directors." Bylaw 4.1 says, "Any two or more offices may be held by the same person, except the offices of President and Secretary." So, if an illegitimate board—due to the same person occupying both the President and Secretary roles—makes the 8.2 amendment invalid and even if it was valid to make it so would have required 2/3 of qualified homeowners at a meeting to vote on it. There are no records of that taking place. David Rossa sent a letter out saying it was changed and they put it on Facebook. That is not how you adopt new bylaws. The board can not change our Bylaws without a 2/3 vote of all homeowners.
Our Convenance says:
1.09 Owner. "Owner" means the record owner (including Declarant) whether one or more persons or entities, of a fee simple title to any Lot, provided, however, that where fee simple title has been transferred and is being held merely as security for the repayment of a loan, the person or entity who would own the Lot in fee simple if such loan were paid in full shall be considered the Owner.
Our Convenance says:
9.03(b) At such meeting, a resolution adopting a proposed amendment may be proposed by either the Board or by Members of the Association. Such amendment must be approved by Owners holding at least two-thirds (2/3) of the total votes in the Association provided.
8.3 Proviso. No amendment may be adopted which would eliminate, modify, prejudice, abridge or otherwise ad-versely affect or conflict with the Articles of the Association.
So 8.2 that was amended was in direct conflict with 9.03(b) So the board can not change the bylaws by there own internal vote
The current HOA said they adopted a new Bylaw 3.1 after Trevor, "a spouse of a homeowner," was acting as our President. That amendment stated: "Directors can be owners or spouses of owners who remain in good standing with the Association. Bylaws are to be changed to benefit the entirety of the homeowners and not just to serve the special interest of a specific board member.
Bottom Line: The board does not have the authority to vote in new Bylaws without a vote of 2/3 of eligible homeowners at a meeting.
If we don't have the 8.2 officially removed any current or future board could write any number of crazy governing powers over the members.
Threat Letter from Current HOA
"If the dues increase fails, the Board will exercise its authority under the third amendment to the covenants section 4.05 to increase the annual assessment by 5% and will simultaneously begin the legal process to petition the court for appointment of a receiver over the HOA. If the special assessment fails, the Board will likewise begin the legal process to petition the court for appointment of a receiver rather than allowing these obligations to remain unresolved."
Our Response to the Threat
The board’s written ultimatums—specifically the threat to deliberately sabotage the corporation by petitioning a Georgia court for receivership if the membership exercises its legal right to vote "No" on the budget—constitute a textbook breach of fiduciary duty, corporate waste, and unlawful voter coercion.
The Deceit
The HOA’s letter sent on August 15th gave only two options regarding increasing the dues from $315 to either $400 or $850, with no option for the 5% increase that is allowed by our Declaration 4.04. It was intentional deceit to make homeowners believe they only had those two choices. On September 12th, after realizing they had been called out, they added a "No" option to the proposed vote. In conversation with Trevor, when asked why there were no options besides $400 and $850, he stated he was waiting on a response from the lawyer to see if he had to add it. You don’t ask a lawyer unless you know you are trying to deceive the homeowners.
The Tennis Court Cost
The letter they sent on July 31st stated the tennis court repair would be $100,000.00, and now they are saying it’s $120,000.00. Many homeowners have requested to see the quotes, and no letter from the HOA has gone out to provide that information. I personally spoke earlier this year (2026) with one of the three people they had quoting, and they said it would be approximately $80,000.00. So where is the extra $40,000.00 figure coming from? Inflation since July?
What happens to special assessments paid if the job is not completed:
When Trevor was asked, he said he would keep the money for a healthier budget. I suggested that a timeframe be added to the collected funds, and if the job was not completed, the homeowners that paid would be reimbursed via a PayHOA credit.
I sent an official letter for them to respond to, and no response was received.
What would happen to the proposed money collected from the homeowners to fund the lawyers once the money paid was reimbursed by the lawyer at the completion of the lawsuit?
Trevor said that the money would all be kept to increase our HOA funds. I suggested that if we had to pay $3,000 to sue a homeowner, once that $3,000 was recovered at the end of the suit, it should be refunded via PayHOA.
Why "Double Collecting" and Keeping the Money is Wrong
From both a legal and an ethical standpoint, treating a specific legal special assessment as a permanent general fund injection is highly problematic for several reasons:
Violation of the Purpose of Special Assessments: By definition, a special assessment is levied for a specific, dedicated purpose (in this case, funding a specific lawsuit). Once that specific purpose is fulfilled and the capital is recovered, the justification for holding those funds ceases to exist. Under Georgia HOA law and typical corporate bylaws, special assessment funds cannot simply be diverted into the general operating budget without separate membership approval.
Unjust Enrichment / "Double Dipping": If the HOA collects $3,000 from the membership to fund a legal action, and then recovers that exact $3,000 from the defendant at the end of the lawsuit, the HOA has effectively collected $6,000 for a $3,000 expense. Keeping the extra $3,000 means the HOA is profiting off its own members under the guise of an emergency expense.
Breach of Fiduciary Duty: Board members are legally bound to act in the best financial interest of the community, not to artificially inflate budgets through deceptive or heavy-handed collection practices. Refusing to return reimbursed capital to the homeowners who advanced it constitutes corporate overreach and a clear breach of that duty.
Lack of Transparency and Trust: Forcing homeowners to take on the financial risk of a lawsuit with the promise that it is an administrative expense, only to absorb the recovered money into a "healthier budget," destroys community trust and creates a dangerous precedent for future assessments.
The Two Letters Sent to the HOA via PayHOA
Request for Clarification and Records Regarding September 19, 2026, HOA Meeting
Request for Clarification Regarding Proposed Special Assessment for Legal Collection Costs
Both were responded to with an acknowledgment that the letters would be answered three days prior to the meeting on September 19th. It is now September 18th, and no response has been rendered. The letters were for clarification on a host of subjects so that the homeowners could have clarity on what they were voting on. The letters are on caleysmill.com for review. Transparency is needed, and none has been given.
Meeting Canceled and Homeowner Grievances
The meeting agenda was canceled two days prior to the meeting due to the overwhelming support for the petition to remove the current board, which was signed by 91 homeowners. They then proceeded to call the people on the petition and harass them about why they signed it. All the previous information and many more grievances from the homeowners are why they signed it.
May 13th letter from the HOA:
"Maintenance Support (Volunteer or Discounted Services) — If you have skills in lawn care, masonry, painting, plumbing, carpentry, electrical, or general handyman work, we would greatly appreciate your help. Volunteer support is preferred to help avoid raising dues or special assessments, but discounted services are also appreciated."
I offered a $1,500 solution. I sent the board a link to a 1-ton mini excavator rental from Home Depot for $339 per day, daily general contractor's insurance for $150 per day, and an operator cost of $1,000.00. They purposefully and admittedly ignored the opportunity to save the HOA a large expense. I cleaned out the retention pond with a shovel the last time it was completed for free, and it was to the approval of the Powder Springs Waterworks. I am a 5-year experienced backhoe operator who lives in Caley’s Mill. I expected a thank you for offering a solution insteed I received silence.
If Either Vote Fails: EXCERPT FROM THE HOA'S LAST LETTER TO HOMEOWNERS:
If the dues increase fails, the Board will exercise its authority under the third amendment to the
covenants section 4.05 to increase the annual assessment by 5% and will simultaneously begin
the legal process to petition the court for appointment of a receiver over the HOA.
If the special assessment fails, the Board will likewise begin the legal process to petition the
court for appointment of a receiver rather than allowing these obligations to remain unresolved.
____________________________________________________________________________________________________________
What the letter above is saying in simple terms:
If you don't vote the way we are telling you to, we—the HOA—will retaliate against you. That is the message being conveyed to every homeowner.
A receiver is a court-appointed person who oversees the operations of an HOA. Their fees can range from $150 to $600 per hour.
These fees do not include legal and court costs, administrative and operational fees, or third-party professional fees.
Those expenses could very quickly cost Caley's Mill well over $100,000, and you, the homeowner,
would be responsible for paying them or could have a lien placed on your home.
Is it any wonder that homeowners are questioning whether the current board has our best interests at heart?
The language in their letter is voter coercion and contains threats. We will not stand for it.
____________________________________________________________________________________________________________
How Homeowners Pay the Price
When a receiver takes over, the HOA board loses all authority, and homeowners lose their right to vote on community decisions. To cover the immense cost of the receivership and repair any financial neglect, the court-appointed receiver typically has the immediate power to:
Drastically increase regular monthly/annual dues without homeowner approval.
Levy massive special assessments on short notice to raise cash fast.
Because receiverships deplete reserves, hike up community living costs, and carry a negative public stigma, they are widely considered a nuclear, last-resort option for broken or abandoned HOAs.
91 signatures to elect a new board, commitments from prospective board members, and the involvement of many active homeowners show that Caley's Mill is not broken nor abandoned!
____________________________________________________________________________________________________________
Below is the homeowners’ response letter, which was delivered to and signed for by the HOA Secretary on September 14
Also delivered was the “Caley’s Mill Petition for Special Meeting,” which calls for a vote to elect a new board.
____________________________________________________________________________________________________________
FORMAL DEMAND AND CEASE-AND-DESIST LETTER
DELIVERY VIA PayHOA email service and hand delivered to the Caley's Mill Secretary
September 14, 2026
TO:
The Board of Directors, Caley’s Mill Homeowners Association, Inc.
RE: NOTICE OF CORPORATE BAD FAITH, INTENT TO SUE FOR BREACH OF FIDUCIARY DUTY, AND CEASE-AND-DESIST DEMAND
To the Board Members of Caley’s Mill HOA:
This correspondence is sent on behalf of a unified coalition constituting 91 membership signatures of the Caley’s Mill Homeowners Association.
We are in possession of the official community letter issued by the Board dated September 12, 2026. Let this letter serve as formal notice that the Board’s written ultimatums—specifically the threat to deliberately sabotage the corporation by petitioning a Georgia court for receivership if the membership exercises its legal right to vote "No" on the budget—constitute a textbook breach of fiduciary duty, corporate waste, and unlawful voter coercion.
1. IMMEDIATE CEASE-AND-DESIST: RECEIVERSHIP THREAT
Your letter states that if the membership votes down the 25% dues increase or the $59,682.43 special assessment, the Board will "immediately begin the legal process to petition the court for appointment of a receiver."
A court-appointed receiver is an extraordinary equitable remedy used when an entity is utterly insolvent, fraudulent, or entirely paralyzed. A healthy, self-governing community where 80% of the homeowners are actively participating is the exact opposite of a fractured association. Threatening to force the neighborhood into an expensive, court-monitored receivership solely because the community rejected your optional spending proposals is an egregious abuse of your corporate power.
2. PERSONAL LIABILITY AND INJUNCTIVE RELIEF
Be advised that the corporate protections normally afforded to directors under Georgia law (the Business Judgment Rule) do not protect directors who act in bad faith, with willful misconduct, or against the clear interests of the corporation.
If this Board spends a single dollar of community funds on legal fees to draft, file, or pursue a frivolous receivership petition, or attempts to pass unapproved assessments, the Homeowner Coalition will immediately file an emergency lawsuit in the Superior Court of Cobb County for:
An emergency injunction to freeze all HOA bank accounts and strip the Board of spending authority.
Direct personal lawsuits against individual Board members for intentional breach of fiduciary duty.
A court order holding individual Board members personally liable to refund the HOA treasury for every dollar of corporate waste spent on unauthorized legal maneuvers.
We will not allow you to burn through community funds via your proposed "$15,000 Legal Defense Fund" to bankroll an legal attack against the very homeowners you represent.
3. DEMAND TO SCHEDULE RECOGNIZED SPECIAL MEETING
The Board is currently in receipt of a legally binding petition signed by 91 of the voting membership demanding a Special Meeting for the explicit purpose of removing the current Board of Directors and electing an interim transition board.
Any attempt by this Board to delay, obstruct, or ignore this valid petition while trying to force a high-stakes budget vote on September 19, 2026, will be treated as an overt act of corporate fraud. Under Georgia law, if you fail or refuse to properly notice the Special Meeting requested by the membership, the Homeowner Coalition will independently exercise its statutory right to issue notice, establish a quorum, and vote you out.
REQUIRED DEMANDS:
To avoid immediate escalation to litigation, the Board must reply in writing within twenty-four (24) hours confirming:
The Board will completely retract the threat of receivership litigation against the neighborhood.
The Board will formally acknowledge the 91 members removal petition and provide the specific date, time, and location for the Special Meeting for the Board removal vote.
The Board will commit to a strict freeze on entering any new, non-emergency vendor contracts or deferred legal fee settlements until the removal vote has occurred.
Govern yourselves accordingly.
Sincerely,
The Unified Homeowner Coalition of Caley’s Mill
(Representing 91 of Total Association Voting Interests)
____________________________________________________________________________________________________________
Questions Regarding Bylaw Sections 8.2 and 3.1
We have uncovered records showing that Section 8.2 of our Bylaws was amended in 2019. At that time, Brenda Addison was listed as holding both the President and Secretary positions simultaneously. Found on the Secretary of State's webpage
Our governing documents appear to prohibit this arrangement, and we are seeking confirmation of the applicable corporate and governing-document requirements. Because the validity of the Board’s officer structure may affect its authority to act, we are also questioning whether the Board was properly constituted when Section 8.2 was amended.
There is an additional concern involving the later creation of Section 3.1, which Trevor our current President said he amended states:
“All directors be owners or spouses of owners who remain in good standing with the Association throughout their term of service.”
When our current HOA President, Trevor, was first elected, this Section 3.1 provision was not yet part of the Bylaws. Based on the governing documents that were in effect at that time, we question whether he was eligible to serve on the Board before the provision allowing spouses of owners to serve was created.
We also question whether a person whose eligibility to serve was not established under the governing documents then in effect could properly participate in creating or voting for the Section 3.1 amendment. The concern is particularly significant because the new Section 3.1 expanded Board eligibility to include spouses of owners.
Our position is that Section 8.2 could not lawfully serve as the foundation for Section 3.1 unless the 2019 amendment to Section 8.2 was itself validly adopted. If the 2019 Board lacked the authority to amend Section 8.2, then the amendment may have required approval by two-thirds of the Association’s total membership. Without the required approval, Section 8.2 could not properly be relied upon to create Section 3.1.
To obtain answers, a formal letter was sent to the HOA Board on September 16, 2026. The letter requests documentation concerning:
The Board has been given 14 days to respond. We are requesting the actual records and legal basis supporting these amendments—not simply a statement that the Association considers them valid.
THE LETTER THAT WAS SENT IS BELOW
Scott Sawyer
3367 Caley Mill Dr
Powder Springs Ga. 30127
caleysmillhomeowners@gmail.com
404-514-6113
September 16, 2026
To: Board of Directors
Caley’s Mill Homeowners Association, Inc.
Re: Formal Demand for Proof of Validity of Bylaw Sections 8.2 and 3.1
Dear Board Members:
I am requesting the complete records establishing the validity of the amendment to Bylaw Section 8.2, which is now being relied upon to authorize the creation or adoption of Section 3.1, allowing a spouse of an owner to serve in an HOA Board position.
This request is based on a fundamental concern regarding the authority of the Board that adopted the Section 8.2 amendment. At the time, the Board consisted of only three individuals, and the same individual held both the President and Secretary positions. We do not believe the Board acted within the limits of its authority under the governing documents.
If that Board was not legally constituted or was not authorized to act, then its vote to amend Section 8.2 was invalid. Under the governing documents, a bylaw amendment adopted by the membership requires approval by two-thirds of the total membership vote. Therefore, if the Board lacked authority to amend Section 8.2, the Association must establish that the amendment was subsequently approved by the required two-thirds membership vote. Without that approval, there is no valid foundation for relying on amended Section 8.2.
This issue directly affects the validity of current Section 3.1. The Association has historically not permitted a spouse to serve as an HOA Board member. After the current HOA President was elected to his first term, Section 3.1 was created or adopted to permit a spouse of an owner to hold a Board position. We question whether the President was eligible to run for or hold that position under the governing documents in effect at the time, and whether he could then participate in creating a bylaw designed to authorize eligibility that did not previously exist.
In other words, the Association cannot use a questionable amendment to Section 8.2 as the legal basis for creating Section 3.1, and then use Section 3.1 to justify the eligibility of an individual whose authority to serve may itself be in question. The Association must demonstrate a valid and uninterrupted chain of authority.
Please provide the following:
The complete Section 8.2 amendment, including the prior and amended language, adoption date, effective date, certifications, and recording information.
The legal authority relied upon to amend Section 8.2, including the Bylaws, Articles of Incorporation, Declaration, and any legal opinion or correspondence supporting the Board’s authority.
The complete Board meeting records, including meeting notice, agenda, minutes, attendance, motions, resolutions, quorum information, and the individual vote of each director.
The records establishing the Board’s composition at the time, including election or appointment records, terms of office, vacancies, resignations, and the legal basis for each person serving as a director.
The officer records in effect on the amendment date, specifically identifying the individual who simultaneously held the President and Secretary positions, the documents appointing that person, and any legal analysis addressing whether those positions could lawfully be held by the same individual.
The Articles of Incorporation and all amendments, together with the corporate filings identifying the directors and officers serving when Section 8.2 was amended.
Evidence of any required membership approval, including the notice of the membership meeting, ballot, voting results, quorum information, and documentation showing whether at least two-thirds of the total membership approved the amendment.
The complete records supporting Section 3.1, including the date it was created or adopted, the meeting minutes, resolution, vote, authority relied upon, and explanation of how Section 3.1 was validly established.
The records establishing the current President’s eligibility, including the governing-document provisions in effect when he first ran for office, the nomination and election records, and the legal basis for concluding that he was eligible to serve at that time.
The records establishing the eligibility of a spouse to serve, including any prior interpretation, amendment, legal opinion, or membership approval authorizing a spouse of an owner to hold a Board position.
The Association must provide more than a statement that the amendments are valid or that the current Board has relied upon them. The Association must produce the records demonstrating:
That the Board was legally constituted;
That the President and Secretary could lawfully be the same individual;
That a lawful quorum existed;
That the Board had authority to amend Section 8.2;
That the required vote was properly taken;
That any required two-thirds membership approval was obtained; and
That Section 3.1 was validly created under an already valid Section 8.2.
If the Board that amended Section 8.2 was not validly constituted or acted beyond its authority, then its vote to amend Section 8.2 was invalid. In that circumstance, the Association would have needed the required two-thirds membership vote to amend the Bylaws. Without that vote, amended Section 8.2 cannot lawfully be used to create or support Section 3.1.
Likewise, if the current President was not eligible to run for or hold office under the governing documents in effect when he was first elected, then his subsequent participation in creating Section 3.1 raises an additional question concerning whether he had authority to participate in that amendment at all.
Please provide the requested records and a written response within fourteen (14) days of receipt of this letter. If any requested record does not exist or is being withheld, identify that fact and provide the specific reason.
I reserve all rights concerning the validity of Sections 8.2 and 3.1, the authority of the Board and officers involved, the eligibility of any director, and any subsequent action taken in reliance upon these provisions.
Sincerely,
Scott Sawyer
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If you want to vote by PROXY "you are not available to attend the meeting and need someone to represent your vote" CLICK HERE
Or send to: caleysmillhomeowners@gmail.com