Letter to Board of March 12, 2012 re Failed Petition Attempt

[Marcia Fields]

To: The Board of Directors, Victoria Village HOA

Re: Accountability for wasted funds/Call for Resignations

Hello Board Members,

I do not consider the 02/21/12 hearing to be confidential for the
following reasons: a) the subject matter of the hearing has had
great impact on our association, especially monetarily.....b) both
meetings at center of discussion were public and....c) some questions
had already been raised by me on the Victoria Village . net website.

I posed many questions at the hearing regarding the confusion that
occurred over initiating the petition process, namely, just how did
what was no more than the final workgroup session held Novermber 30,
2010 somehow end up as the purported members' meeting needed to meet a
crucial requirement for possible court ratification of the revised
Declaration? I was satisfied with the answers received to the extent
that the problem was identified as being an erroneous judgment and
mistaken advice given by the association's attorney, Daniel Sullivan,
in believing the 11/30/10 gathering was the required meeting. Odd
that he had obtained pertinent information on the workgroups from a
principal participant at those yet was unable(?) to figure out that
the last session could not have been a valid members' mtg. Facts
about that last workgroup were presented, particularly that a number
of changes were made at that time and he had not yet reviewed the
final product as okay, facts that clearly showed too much was lacking
to qualify it as a valid members' mtg. All owners needed to have the
final draft in hand with the opportunity to ask questions and/or
comment at a duly-called mtg. for that purpose but it didn't happen as
we now know.

There is MORE to this issue than the above.....two equally-weighty
factors for which the board was undeniably responsible. THE FIRST
ONE, an incredible lack of understanding of the necessary requirements
to have any chance of success in court that was clearly evident at the
May 17, 2011 meeting during the petition segment. At the hearing I
requested, each board member, the property manager and Mr. Sullivan
were provided a copy of my handwritten notes (also typed) taken at
that May mtg. discussion. We quickly went through the sequence of
that discussion and the questions some directors had raised at that
time with no satisfactory answers. No one at the February 21st
hearing objected to the obvious conclusion that the board on May 17,
2011 DID NOT KNOW, had little clue if they had fulfilled the 2 notices
and a members' mtg. requirements! It was the reason the president had
asked the property manager to go back to Mr. Sullivan for answers.
And if Kerry Cantrell was unaware of the board's ignorance and
confusion before this discussion began, he had no doubt at its
conclusion.

The board did receive some petition process information shortly AFTER
the voting had ended on May 9, 2011. But what about previous to
that?? The board never seriously believed the association would
receive 171 consents to ratify the covenants outright. I and others
heard the board numerous times mention it would be ending up in court
through a petition attempt. Logic would suggest TO HAVE MADE SURE you
had met the requirements BEFORE THE VOTING COMMENCED. Because if
those had not been met once the decision process was underway (and
they hadn't been), then it was too late!! Whether or not this was due
to a communications breakdown or complete blackout of information,
only you can say.

One director told me personally in late December that since he had not
been able to attend any of the workgroups due to job
schedule........"don't know anything about that"......and so
he....."wasn't involved in it". My immediate and energetic response
was.....No Way! That despite not attending any of the sessions, HE
HAD A RESPONSIBILITY to get up to speed on changes being made, to know
what had happened simply because he WAS on the board! How could he
have voted intelligently with such mindset?! The board sleepwalked
through much of the process, ignorant of what was actually needed as
the voting began.

THE SECOND FACTOR.......if you had followed CCIOA on Meetings and
taken seriously your duty to be transparent with owners, you would
have continued the effort openly by welcoming questions and comments
via a well-advertised mtg. Could have used the June 2011 board mtg.
But again, it was a closed-up, behind-the-scenes decision to initiate
the petition and to be hustled along with no possible hitches. It
came up at the 02/21/12 hearing and could be argued that, since the
revision itself had been common knowledge with information circulated
and owners had opportunity to participate in workgroups, the board
didn't have to take an open vote to approve the final draft. NOT SO
with continuing on by petitioning the court. Was something new and
not well-known how it worked so owners had the right to be heard
BEFORE you initiated the petition. In all probability, someone would
have asked about the requirements and had they been met? Bottom
line, the petition process should NEVER have gotten
underway......should have stopped right then and there.

To invoke the business judgment rule that affords board members
generous leeway if bad decisions do occur, three criteria are
necessary.....1) to have acted on an informed basis...2) have acted
in good faith and.....3) have acted in the honest belief that the
action being taken is in the best interest of the association. I have
no problem with 2 and 3......but #1 is the basis for my
complaint.......that the board last year, for whatever reasons, DID
NOT EFFECTIVELY INFORM THEMSELVES on the precise requirements needed
to successfully petition the court until it was too late.

I call for the resignations of the president, Debra Feagin, and the
vice-president, John Smith over this expensive Declaration Debacle and
which the cost by now has to be between $12 - $14,000 minimum. This
fiasco occurred on Ms. Feagin's watch and she needs to be held
accountable. From comments at the January board mtg. and in her March
newsletter article, she appears to still not "get it" over what really
happened and how the judge actually ruled on the denial. Inexcusable.
Why Mr. Smith? From the outset, John Smith has spearheaded the
governing documents' revision and since 2010, the Declaration in
particular. If anyone, ANYONE, should have been aware on the status
of the effort and what was needed to meet the requirements and
informed the rest of board, it was the person overseeing this critical
process.......John Smith. We can understand his desire and
determination to get a new Declaration but he was as baffled as the
rest of board at the May 2011 mtg. and had no answers!! The endeavor
ended up fruitless and cost this association dearly on a "practice
run" for your next try.

Board members! You cannot tie up this bungled effort into a neat
package, put it on the shelf and expect everyone to just forget about
it!! There has to be some genuine accountability for culpable
ignorance, violation of CCIOA and the wasting of scant funds due to
incompetence.
Therefore, Ms. Feagin and Mr. Smith, I urgently request that you
resign from the board immediately for the best interest of Victoria
Village HOA.

Sincerely,

Marcia A. Fields (owner of 3502 Queen Anne Way)