Re: Director Absences at HOA Board Meetings

[Andy Mowery]

Ava,

Today I received notice from Poudre Overlook HOA that there will be an election for 2 HOA Board of Directors seats. While the notice is somewhat cryptic, we can deduce that the seat held by Jennifer Hutchinson is up for election even though she was elected on March 19, 2024 for a 2-year term.

After reviewing the Meeting Minutes for all Regular and Special Board Meetings by the POHOA Board, it is noted in each document that Ms. Hutchinson was not present. This is no less than 6 additional noticed meetings since the last email, and evidence that Ms. Hutchinson has not attended or participated since 1/7/25.

One of the concerns raised due to the circumstances of her election in March of 2024 was that it was an effort to block an open seat from a self-nomination made by proxy in December of 2023. While the reasons stated for blocking the nomination and vote have shifted since the night of 12/5/23, it is clear that having any voice opposing the majority on the Board was unwelcome and that the Board would go to the length of putting a spouse of the President on the Board (Mr. Jeff Ballweber), and to put someone on the Board who had no intention to actually show up and participate in any meaningful way for a vast majority of her term.

While our Bylaws allow a seat to be filled/blocked in this manner, it raises the questions of Duty of Care as outlined below. One of the things about this situation is that it is emblematic of the gamesmanship that goes on in many HOAs in Colorado to keep those who oppose a Board majority in good faith from inclusion in the process of self-governance (we have no CAM at our HOA). It can be reasonably predicted that should your proposed legislation pass, many homeowners may bring such cases to the Enterprise office you intend to create with the legislation.

You'll note that the Board has now stated at the 7/9/25 meeting that NO EMAILS that are UNSOLICITED will EVER receive a response, and that even if sent by USPS Mail (First Class, USPS Priority, USPS Certified, et. al.), no such response should be expected either. Basically, a Board has a peculiar power to simply ignore good faith concerns by members, even when liability as described below is objectively created for the Association.

You will find in other email correspondence from me specific concerns raised in the past 4 years regarding manipulations of elections within HOAs. I think that because CCIOA is either vague or silent, and many HOA governing documents do not specifically address these practices, it would be wise for Rep. Ricks to examine ideas that would address these practices so that they could be referred to an Attorney General in the manner described by the proposed legislation.

It is also noteworthy that during this period where Ms. Hutchinson was holding a POHOA Board seat, she was simultaneously being paid $500-800 PER MONTH to simply enter the debits and credits into Quickbooks under the claims that a CPA was required (she is a CPA). We were told in March of 2024 that no contract existed for these payments, and therefore document requests for the details were unable to be provided because it was some sort of "verbal agreement". However, we learned in July that Ms. Hutchinson was abandoning these duties in a July 9 meeting, and that Mr. Keith Knight was being given "her contract" - contradicting earlier claims that no "contract" existed. He has no actual background in accounting or bookkeeping (retired police officer), so the claim of the expense being justified by her credentials is even more questionable.

It is also noteworthy that the POHOA Board was presented with more than 20 Quickbooks bookkeeper quotes ranging from $320-420 per month, if there was truly was a need for someone with credentials or experience to enter payments from 87 homeowners, and a small array of payments to contractors in an HOA with zero amenities. The only thing the HOA does with the money regularly is maintain grass in some open space, and fix the fences when the wind blows them down.

This is occuring with the backdrop of an HOA that has slid from having 38% of its estimated necessary reserves funded in 2020 to 23% in 2025. The current Board refuses to consider lowering expenses - particularly the accounting expenses which did not occur AT ALL from the inception of the HOA until just 2 years ago - when the Treasurer, a volunteer, typically did the work without any expense to members. Other able volunteers exist (including myself), and they are blocked from even SEEING the books by the election manipulation tactics described above. 

Worse, the latest reserves were not estimated by professionals, but in an unsigned document created by the Board itself. Meanwhile, it is apparent that the Stormwater Drainage System, which the POHOA has refused to acknowledge as a core financial responsibility in spite of review by the Larimer County Engineering Department with oversight from County Commissioner John Kefalas, is clearly responsible for this 50-year asset valued at no less than $250-750k. The Board will not add this issue to the agenda for over 2 years, and appears to be blocking Board seats from those intending to raise these issues in Regular or Special Board Meetings.

If the Enterprise legislation is successful, but CCIOA and/or the HOA's governing documents are insufficient for recommendation or action to the AG, then situations like this are common enough to warrant a review by Rep. Ricks to seek solutions that would fit into the expanded HOA agency envisioned in the legislation.

Thank you for creating this opportunity for stakeholders. I am available to speak further on the matter if time allows.

Sincerely,

Andrew Mowery

On Wed, May 28, 2025 at 5:55 AM Andy Mowery <poho...@gmail.com> wrote:

To the Board:

It appears that Director Hutchinson has not been regularly attending Board Meetings since her election on 3/11/24.

Please review the article by Altitude Law: Duties and Liabilities Of Board Members

"Attending Meetings.  Regular attendance at meetings of the board of directors is a basic element of prudent performance as a director. All directors must remember they act as a group, and therefore attendance at board meetings is urged. 

Continuous or repeated absence may expose the director to the risk of not satisfying the Duty of Care."

Lora Ballweber wrote from the atftcpoud...@gmail.com email address on 5/20/25:

"had you bothered to attend the last Board meeting you would have learned that information first hand as well as had a chance to comment."

While attendance by Members is not required in order to participate, the Duty of Care implies that Directors should "bother" to attend to "learn information". It appears that Director Hutchinson has been absent from a significant number of meetings since her election in March of 2024. In fact, she has not participated in any Special Meetings which have been conducted in their entirety at a private residence in Executive Session, which raises serious and relevant questions about governance and transparency.

Attendance by Director Hutchinson since election on 3/11/24. 

1. Special Board Meeting 3/11/24: Jennifer Hutchinson Elected (attended meeting)

2. Regular Board Meeting 4/9/24: Jennifer Hutchinson present. Besides approving Meeting Minutes for some meetings that Director Hutchinson did not participate in or attend, Director Hutchinson did not vote on any agenda items or other issues raised (recused on one such matter related to her potential Conflict of Interest in being paid to do the books while serving as a Director).

3. Special Board Meeting 4/18/24: Jennifer Hutchinson not present

4. Special Board Meeting 4/25/24: Jennifer Hutchinson not present

5. Special Board Meeting 5/6/24: Jennifer Hutchinson not present

6. Regular Board Meeting 7/23/24: Jennifer Hutchinson present. Director Hutchinson voted in favor of the Home Occupation and Collection Policies.

7. Regular Board Meeting 9/11/24: Jennifer Hutchinson not present.

8. Regular Board Meeting 11/6/24: Jennifer Hutchinson not present. J. Ballweber not present.

9. Regular Board Meeting 1/7/25: Jennifer Hutchinson present. Director Hutchinson voted in favor of an expenditure for fencing, in favor of presenting a Draft Reserve Study with C. Jones at the "next Board Meeting", abstained from a vote about her Conflict of Interest in continuing her "bookkeeping services" for a monthly fee, and voted in favor of an irrigation study

10. Special Board Meeting 1/28/25: Jennifer Hutchinson not present.

11. Regular Board Meeting 3/11/25: Jennfifer Hutchinson not present. J. Ballweber not present.

• Director Hutchinson was supposed to present a Draft Reserve Study with Director Jones, but was not present to do so
• It appears that instead of a collaboration between Directors Jones and Hutchinson, now President Ballweber was taking the lead on the project

12. Special Board Meeting 4/14/25: Jennifer Hutchinson not present.

Summary of Attendance: 

• Director Hutchinson has only attended 3 of 11 Board Meetings (27%)
• Director Hutchinson has only attended 2 meetings in the past year
• Director Hutchinson has only attended 3 of 6 Regular Board Meetings (50%)
• Director Hutchinon has not participated in any of the 5 Special Board Meetings (0%)

Additionally, I understand that many of the recent special meetings have been conducted in executive session. While executive session is allowed for certain limited purposes under C.R.S. § 38-33.3-308(3), it is unclear whether an exclusively closed format for so many meetings complies with both the spirit and letter of CCIOA, or whether such secrecy may be limiting board transparency and member oversight.

Out of concern for responsible governance, I respectfully ask the Board to consider the following:

1. Clarify how director attendance is tracked and addressed in accordance with governing documents and state law.

2. Confirm whether the Board’s policies address attendance-based disqualification or removal, and if not, whether such policies should be reviewed.

3. Ensure that executive session meetings are limited to legally appropriate topics, and that open portions of special meetings are held whenever feasible to support transparency.

This request is submitted not as a personal criticism, but out of a desire to support effective governance, fairness, and member confidence in the association’s leadership. If the governing documents are silent on attendance expectations or remedies, it may be time to consider a bylaw amendment in the interest of accountability and continuity.

It is also notable that Director Hutchinson was to be leading an effort to produce a draft Reserve Study (per the minutes in January), but the subsequent minutes in March indicate that Director/President Ballweber is now leading the effort. It raises the question about whether Director Hutchinson is being left out or excluded, whether she is stepping back, and how she is being informed since she is not bothering to attend most meetings, or any Special Meetings.

I believe that these comments sent by email are relevant to the use of Executive Sessions for which Director Hutchinson is not participating, and that since Members cannot attend meetings at a private residence, email remains the sole reasonable means of commenting since participation at Executive Sessions is not allowed. And, since there is no means of engaging the POHOA Board in its current ADR process outlined, email and not certified mail is the only reasonable means of submitting such comments in writing.

I have submitted comments regarding your attempts to establish an unwritten Communications Policy in a separate email.

Thank you for your time and service to the community.

Sincerely,

Andrew Mowery

[Poudre Overlook HOA at FtC]

Who is Ava? Lora

[Andy Mowery]

Lora,

Thank you for responding and acknowledging this email.

Ava is an aide to Rep. Ricks who organized a stakeholder meeting about new legislation regarding the expansion of the HOA Information Office to be able to receive complaints about violations of law or governing documents and refer them to the AG of Colorado when appropriate and/or necessary. 

In the interim, could you provide clarity on the situation with Jennifer Hutchinson?

Best,

Andy

[Poudre Overlook HOA at FtC]

There is no situation to clarify. Ms Hutchinson was elected to fill a vacant seat. Check the notice of meeting for last year and you will see it clearly states she had a 2-year term that became a 1-year term at the end of the meeting. Likewise, her 1-year is now up which opens the seat.

Interesting that stakeholders are asked to meet, yet no one asks anyone from this Board, which has repeatedly offered to meet, to attend.....sounds one-sided to me. Just my thoughts.

[Andy Mowery]

Lora,

Thank you for responding. 

First, I've reviewed the meeting minutes Annual Homeowners Meetings that are available on the website. While the agenda for the 2023 meeting is posted, the agenda for the 2024 meeting is not. And, it was not emailed to any members that I am aware of, therefore, I do not believe a digital copy is available. If one exists, please email it for review.

Second, the meeting minutes from the date of election (3/19/24) do not reflect the concept you are describing here. In fact, the length of the term is not mentioned at all.

As you are aware, I contended that my directed proxy on 12/5/23 was a legitimate self-nomination (which I emailed you about and published an article about more than 30 days in advance). Yet, in spite of the regular practice of presenting candidates and their positions or advocacy in the Annual Homeowners Meeting Notice, your agenda did not include that information or details at all. 

While you attempted to create pretext that all nominations MUST be from the floor (thereby giving yourself, as Chair, to dismiss my self-nomination because I had to leave the meeting early to attend a charity event at the FoCo Cafe, rejecting my request to move the election to earlier in the meeting). But, after recognizing that neither the Bylaws nor Robert's Rules of Order supported your position, you pivoted to creating a Bylaw that, by coincidence, you passed at a Special Members Meeting convened on 3/19/24 just minutes before nominating and electing Jennifer Hutchinson. 

I'm not looking to re-litigate the manipulation of our election system - you did it. It's now in our governing documents. And, that's game play I believe new legislation should address - creating pretext on botched decisions to gloss over a legitimate election by self-nomination using a directed proxy. And, then subsequently filling the seat with a person who not only fails to regularly attend meetings, but is simultaneously paid a monthly fee (with no written contract) to do work that was previously done by volunteers. 

The appearance of impropriety is obvious. And, while the Board did vote to accept the conflict of interest, the fact that Ms. Hutchinson appears to have simply blocked a member that appears to have been legitimately elected by self-nomination using a directed proxy has never been properly litigated. In fact, no hearing was ever scheduled, it was never added to the agenda of any meeting, and the creation of this Bylaw that inherently reduces participation is precisely what I believe needs to be addressed by new legislation giving homeowners the right to take this to a state agency for adjudication.

Therefore, it is unclear from any available POHOA documents posted on the POHOA website (whether the term begins when the Board accepts the vote on 3/19 - a date which is not made clear in the public facting documents), or if you are attempting to retroactively begin her term 3 months prior for a reason that is unstated. Or if some action was taken by the Board to shorten her term to coincide with the Annual Meeting this year. 

But, if you are now referencing the 2024 Meeting Minutes or Agenda, neither of which which have not been approved (minutes) or published (agenda) on the website, I cannot verify with any documents I possess. And, while I have reviewed several of the Regular and Special Board Meeting Minutes, as well as searched for an Action Without A Meeting (AWAM) searching for this "conversion" that would end her term earlier than the full 2 years, I have yet to discover it. Perhaps you can provide a copy.

In the meantime, as you are aware, Representatives choose who to invite to stakeholder meetings. And, while you appear to be suggesting it is an offense to have not been invited, there are numerous emails that include Rep. Ricks for which you have had opportunity to respond, in some cases for months or years, but have largely or enterily ignored. 

But, to be clear, I advocated earlier today for your inclusion in the stakeholder process on this bill, citing the fact that your husband was chosen in January of 2024 to be some sort of legislative laison. If there is evidence of an outreach to State Representives indicating you wished to participate in HOA legislative stakeholder sessions, perhaps you can present that to the Representative or her aides and resolve the matter.

And, this brings up yet another point: Many states forbid Non-Profit Corporations from having spouses in the same household sitting on a Board of Directors. Colorado is not one of them. I believe that when the purpose is to block other willing volunteers from participating, and the elected members fail to regularly attend meetings, the Colorado legislature should consider modifying either CCIOA or The Non-Profit Act to address this electoral manipulation.

Your email suggests or implies a conspiracy by me to exclude you, which is baseless. I'm literally copying you on the subject because I believe that legislation that would potentially resolve long-standing issues with POHOA non-compliance with state laws or governing documents should consider your position and concerns. I want this to pass with your concerns included, and in an ideal world, to be mutually agreeable. 

That said, I believe that Rep. Ricks has included attorneys, CAMs, and industry leaders who do, in fact, articulate and advocate on your behalf. This includes CAI-RMC and CLAC, which I am aware has had an active relationship with past or current POHOA Board Members. If they aren't including you in their process, you should reach out to them - because they claim to be speaking on behalf of over 10,000 HOAs in Colorado. If you would prefer to advocate separately because they don't represent you well enough, then it is your right to voice your concerns in our democracy while we still have one.

I look forward to reviewing the documents you are referring to and will hopefully post for all homeowners to review for themselves at POHOA.

Sincerely,

Andy

[Poudre Overlook HOA at FtC]

The agenda for the 2024 meeting is in the Annual Member Meeting Notice found in multiple places on our website.

In short, our covenants state that every owner of a lot subject to assessment shall be a member or the association; therefore, all members are eligible to serve.

Finally, stop referring to my husband as "some sort of legislative liason.".  He was only asked to set up a meet and greet with our representative, as the minutes clearly state. There is no mention of being appointed the legislative liason and he is not that person. You have been admonished repeatedly to stop spreading this rumor so please quit doing it. Thank you. Lora

[Andy Mowery]

Lora,

Thank you for your reply. 

You’re correct that the 2024 Annual Member Meeting Notice exists on the site. What I was trying to explain is that it does not appear in the same “Annual Meeting Notice” folder where prior years’ notices are stored, which is where a homeowner would reasonably expect to find it. I did eventually locate it by scrolling through the chronological list, but I think you can see why owners might have difficulty locating it if it’s not where all the others are filed. It would be helpful for everyone if that document were also linked into the same folder as the other annual notices.

I want to respond clearly and with reference to the governing documents and the 2024 Annual Meeting Notice.

---

1. Director Hutchinson’s term under the actual bylaws

Per Article VI, Section 5(d) of the Poudre Overlook Bylaws:

“A decrease in the number of directors or in the term of office does not shorten an incumbent director’s term.”

The bylaws also state that once elected, a director continues in office until their successor is elected and qualified.

Jennifer Hutchinson was elected on March 19, 2024 at the Special Members Meeting (see minutes attached to the 2024 notice). Nothing in those minutes states her term would be less than two years, nor is there any motion, vote, or owner action that would shorten it.

Therefore, her term ends on March 19, 2026 unless she has resigned or is voluntarily leaving the Board early.

This is one of the reasons I was asking for clarification—particularly since she has not attended or participated in the majority of meetings since 1/7/25, and has been absent from all Special Meetings. If she is resigning or stepping down, that should be stated plainly.

---

2. What the 11/20/24 Annual Meeting Notice actually says

The 2024 notice includes the following line:

“The current Directors are serving 2-year terms (Hutchinson, Flanary), and 3-year (J Ballweber) terms, which will become 1- and 2-year terms, respectively, at the conclusion of this annual meeting.”
(Annual Meeting Notice, November 20, 2024) 

2024-12-10_Annual_Member_Meetin…

This language:

• Does not reference a vote

• Does not appear as an agenda item for member consideration

• Does not describe a bylaw amendment

• Does not appear in any minutes available to members

• Does not explain the mechanism by which terms “convert”

• Directly conflicts with Article VI §5(d), which prohibits shortening incumbent terms

It simply announces that terms “will become” shorter, with no authority cited.

This is exactly the type of dispute that Rep. Ricks’ proposed HOA legislation is meant to address—Boards asserting outcomes without clear, transparent, properly documented procedures, leaving homeowners guessing how decisions were made.

---

3. Clarifying the “legislative liaison” reference

You asked me to stop referring to Jeff as a “legislative liaison.” I want to clarify why that phrasing has been used:

At the meeting where this was discussed, that is the language that was used verbally in describing the role. The fact that POHOA’s written minutes do not reflect what was said is not unusual—we routinely see gaps between what occurred in the room and what appears in the minutes.

This is one of the reasons I have consistently raised concerns about transparency.

---

4. Why the recording ban matters

POHOA’s decision to prohibit members from recording meetings is directly why we keep ending up in disputes about:

• What was said

• What was decided

• What was recorded

• What was omitted from minutes

• How elections and term calculations are being handled

If meetings were recorded—video or audio—there would be no debate today about:

• Whether Jeff was called a legislative liaison

• Whether the Board discussed shortening director terms

• Whether such a motion was made

• Whether any vote occurred

Instead, homeowners are forced to rely on minutes that often omit or reinterpret what actually happened.

This is precisely why Rep. Ricks and other legislators are speaking with stakeholders about transparency safeguards, including whether:

• HOAs should be allowed to ban recordings at all

• Boards should be able to unilaterally create special meetings to change bylaws to reduce transparency

• Election rules can be adjusted meeting-by-meeting without a member vote (this has occurred several times now, documentation available upon request)

• There should be a neutral state venue for resolving disputes like this

These are not abstract concerns—our HOA exemplifies them.

---

5. The ask

Given all of the above, the question remains simple:

Is Director Hutchinson resigning or ending her service early, or is the Board asserting that her term ends December 2025 despite clear bylaw language prohibiting shortening an incumbent’s term?

If she is not resigning, then her term ends March 19, 2026.

If the Board believes otherwise, please provide:

• The specific vote

• The specific minutes

• The specific bylaw amendment

• And the section of governing documents authorizing the Board to shorten a sitting director’s term

so that all homeowners can review the decision transparently.

I appreciate clarification so that I can accurately inform Rep. Ricks’ office about how these issues arise in practice and how legislation might address them.

Sincerely,

Andy

[Andy Mowery]

Lora,

I wanted to follow up with a very narrow and simple question about director terms before the 2024 Annual Meeting and approval of the minutes as written.

I’ve gone back to the bylaws, and Section 5 on “Terms of Directors” is very clear:

• The initial board is staggered 1, 2, and 3 years;

• After that, “directors shall be elected or appointed for terms of three (3) years”;

• When a vacancy is filled, the replacement serves “the unexpired term that such director is filling”; and

• “A decrease in the number of directors or in the term of office does not shorten an incumbent director’s term.”

There’s nothing in there that allows:

• Converting a 3-year term into a 1-year or 2-year term, or

• Creating a “currently vacant 2-year Director position” just by describing it that way in a notice.

Yet over the last couple of years we’ve repeatedly seen language in notices and minutes referring to things like:

• “1-year” or “2-year” seats, and

• “current 2-year position” (for example, in the March 19, 2024 special meeting notice).

Those descriptions don’t seem to come from a board vote to amend the bylaws; they appear to be informal attempts to force staggering by label rather than by the actual text of Section 5. As a result, the minutes now embed term lengths that don’t appear anywhere in the governing documents.

That leaves us with a basic dilemma:

If the bylaws say that (after the initial board) all directors have 3-year terms and vacancy-fillers serve the remainder of those 3-year terms, then the “1-year” and “2-year” seats described in our notices and minutes can’t be correct.

Because the 2024 minutes reflect those artificial term descriptions, it seems to me they can’t be approved “as written” without effectively endorsing something that conflicts with the bylaws.

Before I take this to the broader membership, I wanted to give you an opportunity to respond to that specific point:

• Do you agree that, under Section 5, director terms after the initial board must be 3 years (or the remainder of a 3-year term), and

• That describing seats as “1-year” or “2-year” without a proper bylaw amendment is inconsistent with the governing documents?

If you’re open to it, I would really like to see the 2024 minutes either:

1. Corrected to align with the actual bylaw term structure, or

2. At least flagged with a brief note that the term-length descriptions are disputed and subject to clarification.

Given how soon the Annual Meeting is (December 2), I’m hoping we can resolve this by Monday or Tuesday so homeowners have a fair chance to understand what they’re voting to approve.

Thanks for considering this—this is a narrow issue, but it affects the integrity of the record going forward.

It also underlines the need for an element in Rep. Ricks proposed legislation that addresses practices by Boards or individual Directors who may be acting in good faith, but are misinterpreting the governing documents. I have some ideas on language that could be added to the bill to not only make it clearer to all HOA Boards and Directors, but would also give a new HOA Office a clearer way to address electoral disputes which arise frequently in Colorado, often leading to litigation.

You indicated a desire to participate in stakeholding, and addressing real-life disputes openly is generally part of this process. It is not meant to embarrass you or trigger defensiveness. I hope you understand my intentions are good-faith as well.

Andy