2009, April 25
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2009, April 25
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Red Bank Oaks Meeting Minutes
25 April 2009
1) Call to Order
The meeting was called to order at 1:35pm
Board members present: David Weston, Kim Rowe, and Christine Davis were present. Board members Eric Kirk and Pat Young elected not to serve the 2008-2009 term.
Others present: Keith Beltz, LANDOWNER, LANDOWNER, LANDOWNER, Mandy Kleykamp, LANDOWNER, LANDOWNER, LANDOWNER, LANDOWNER, and RESIDENT.
2) Approval of Agenda (Add-Ins or Deletions)
Discussion: There were no add-ins requested at this time; however one item was added toward the end of the meeting.
Motion: To approve the agenda as posted. Motioned by: Christine Davis Second: Mandy Kleykamp
Unanimous
10) Nominations and Appointment to the Secretary and Adjutant seats on the 2008-2009 Board of Directors, Red Bank Oaks – this line item was moved up on the agenda to facilitate the establishment of a full board before continuing with further association business on this agenda.
Discussion: Keith Beltz and Mandy Kleykamp both volunteered to serve the landowners for the remainder of the 2008-2009 term. Kim Rowe nominated Keith Beltz and Mandy Kleykamp for consideration. This is an appointment made by the board accordance with the CC&Rs, Article VI, “Activities of the Association,” paragraph 4 and the Bylaws, Article IV, “Officers,” section 4.02. As such, the final vote will be among board members only.
Motion: To approve the above slate of nominees for consideration to be appointed to the board. Motioned by: LANDOWNER Seconded: LANDOWNER
Board Vote: Unanimous
Keith Beltz - Secretary for the remainder of the 2008-2009 term. Mandy Kleykamp - Adjutant for the remainder of the 2008-2009 term.
3) Discuss and Approve the April 26, 2008 Meeting Minutes
Discussion: Kim Rowe explained that Secretary Pat Young had misplaced her notes from the April 26, 2008 meeting minutes and was unable to compose the minutes. The draft presented at this meeting for approval contains all the pertinent details, but the names and count of votes associated with the actual agenda items were lost. Kim Rowe read the line items of the draft minutes from the April 26, 2008 meeting and asked members present if they wished to add any missing detail or correct any detail. Members present at the April 26, 2008 meeting who were also present at today’s meeting to affirm the minutes as correct are: David Weston, Keith Beltz, and Kim Rowe. RESIDENT was also present.
Motion: To approve the April 26, 2008 meeting minutes as true and correct. Motioned by: LANDOWNER Seconded: Mandy Kleykamp
Unanimous
4) Treasurer’s Report
5) Discuss and Approve Action on Delinquent Fenced Land Assessments for Parcel #21-16-032
Discussion: The fenced land assessments accrued for this parcel have gone unpaid for several years now. The landowner has been sent annual billings and each year’s billing has included the previous years’ unpaid balances. We are aware the land is fenced and has been fenced for some time, but have received no communication from the landowner to certify the actual acreage fenced; nor has the landowner certified each year that their gates have been left open to facilitate cattle grazing. As such, the landowner has been billed annually for the full acreage fenced in accordance with association policy established by the landowners in 2001: “If the landowner does not contact the Association and elect to use any of the established methods to help ensure accurate assessment, the Association will automatically assume the fenced acreage to be the full acreage of the property, even if the naked eye suggests the acreage to be much smaller.” On September 18, 2008, the association sent a letter to the landowner to request resolution of the unpaid assessments and stated that the unpaid assessments may result in lien action on the property. The landowner did not respond.
Motion: Send the landowner another letter stating small claims action will be taken in 30 days if the assessments are not resolved. If the landowner does not resolve the unpaid assessments, proceed to Small Claims Court for recovery of unpaid assessments and legal fees and follow through with a lien action.
Motioned by: Mandy Kleykamp Second: Keith Beltz Ayes: 16 Nays: 0 Abstain: 2
6) Status of Association Lien/Judgment for Delinquent Generator Account: Parcel #21-15-029
Discussion: This was just a reminder that there is still an unpaid lien of $2,027 on the association books. The landowners discussed possible actions that could be taken with regard to this lien, but the purpose of this line item at this time was to ensure the lien is not forgotten as new boards are elected and new landowners join Red Bank Oaks.
7) Discuss and Approve Funds to Be Expended on Road Maintenance for the 2007-2008 term
Discussion: The association presently has no money available for roads.
Tabled
8) Discuss and Approve Implementation of Annual Road Maintenance Assessments: Eric Kirk was appointed to obtain road maintenance estimates from local contractors. Mr. Kirk has since resigned from the Board of Directors. This item needs to be readdressed.
Discussion: Christine Davis and Mandy Kleykamp have volunteered to work together to contact contractors and get estimates for work that needs to be performed. There are different opinions on the scope of road work that is needed, but Mandy Kleykamp will identify the scope of work needed as a standard to ensure the estimates between contractors are based on the same level of work needed. Once those estimates are available, the association will readdress this line item.
9) Discuss and Approve Repair of North Sector Entry Gate: The north sector (Barbie Dell) gate is now dragging the ground after an unknown incident which occurred late on May 9, 2008. Fellow landowner, Mandy Kleykamp, has made temporary corrections to allow use of the gate to continue to secure the north sector. However, the gate requires permanent repair that will elevate it from the ground for proper usage.
Discussion: Mandy Kleykamp advised the gate is still usable but that the hinges have been tightened about as much as they can go and they will eventually slip again. LANDOWNER has volunteered to weld the hinges to the post so they will not slip.
10) This item was moved up on the agenda in front of line item #3
11) [Add-Ins or Deletions]
Legal Sufficiency of the 2/3rds clause in the CC&Rs: Christine Davis advised she had an initial free consultation with an attorney for guidance about the legality and validity of the 2/3rds clause in the CC&Rs. The clause ties up funds that are needed for road maintenance and the association roads are deteriorating. There is and has been contention that the original amendment to the CC&Rs, which created the electricity fund, was done so without majority representation/vote of the landowners as required by the CC&Rs. The meeting minutes from the July 21, 1981 special meeting do not identify how many landowners were present or represented at the meeting. Nor do the meeting minutes document the actual votes (ayes, nays). There is also no record of proxies from the meeting. Christine stated there are several options available to include:
1. Determine how many landowners there were at the time of the 1981 special meeting. If there were only a few, then it is reasonable to assume that a majority were actually present during that meeting and the 2/3rds clause is valid. However, if there were many landowners at that time, then the legality of the action taken during that meeting is drawn into question because of the lack of documentation. It would then be necessary to ask the current landowners to vote on whether or not the 2/3rds clause should remain in the CC&Rs. If enough votes are received and a majority of them are in favor of the clause, then there would be no change to the CC&Rs. If either of those conditions are not met though, the CC&Rs would be amended and the clause would be removed. (This option does not require consultation with an attorney.)
2. Utilize a provision in the Civil Code that allows the Association to go to a judge, tell him that we, as an association, are unable to resolve this question (because of the lack of votes received during past years), and then ask for him to resolve it for us. Before speaking to the judge, we would prepare documents detailing a suggested course of action, explaining why this course of action is reasonable. (This option requires consultation with an attorney, and would probably cost between $2500 and $5000, but might cost up to $10,000.)
Discussion: LANDOWNER offered that the association can also do nothing and leave it as it is. Mandy Kleykamp suggested this is a great opportunity for the association to file bankruptcy and get the support of a bankruptcy court to direct the financial reorganization of the association. Kim Rowe suggested that the association can also establish a special assessment to support significant road maintenance because road maintenance has not been routine.
Motion: Consult an attorney to suggest changes for restructuring of the CC&Rs, guidance on eliminating the 2/3rds clause. Levy a special assessment to pay for the attorney and then, once 2/3rds clause is removed, use association revenue to pay back to each landowner the special assessment with possibly some extra money and then move forward.
Motioned by: Christine Davis Second: None The motion died for lack of a second.
Motion: Declare that the 2/3rds clause in the CC&Rs has questionable validity and request a vote from all the landowners to affirm their desire to keep the 2/3rds clause. If the clause is not affirmed by a majority of the landowners, or a majority vote is not obtained because landowners elect not to respond, then the association may retain an attorney and request a court direct the removal of the clause from the CC&Rs based on questionable validity and lack of support by the landowners.
Motioned by: Kim Rowe Second: Christine Davis Ayes: 16 Nays: 0 Abstain: 2
12) Good of the Order: This item was skipped.
13) Adjourn: The meeting was adjourned at 2:48pm.
Landowners who attended the meeting enjoyed a delicious barbecue hosted by the LANDOWNER and LANDOWNER families. They put out quite a spread of fantastic food and we enjoyed good company and great food amidst shady oaks and wildflowers! Thank you!
Respectfully submitted in the absence of the Secretary,
Kimberly A. Rowe, President
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Copyright © 2008
Red Bank Oaks Property Owners' Association
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