KULA KAI VIEW ESTATES COMMUNITY
ASSOCIATION
PO
FEBRUARY 9, 2008
SPECIAL BOARD OF DIRECTORS MEETING
Called by Paul Myers, Rod Frost, Rex Brumley, Ken Simon, Al Bowler
Meeting
called to order at 6:08 by Vice President Larry Hayes.
Present: Directors – Don Coons, Rex Brumley, Ron Hawkes, Paul Myers, Rod Frost, via telephone are Al Bowler and Ken Simon. Also present is Secretary Barb Capocy.
Absent: Karen Kuldo,
President.
Association
Members Present: Arleen Myers, Steve
Lewis, Rachel Myron, Ric Elhard,
Rose Herrera, John Wilson, K.., Daniel Zook and wife,
Janet Hayes, Kathy Hawkes, Karen and Dean Hanson,
Gary Kneeland.
Don
requests that the topic of “Review Secretary’s Actions” be moved from last on
the agenda to first on the agenda.
Arleen Myers says that part is going to be in an Executive Session. Discussion ensues on when an Executive
Session is appropriate and when one is not.
Quorum
established.
Larry
motions to bring the secretaries review to the head of this meeting. Don seconds.
Discussion.
Vote:
three in favor, four opposed. Motion
failed.
Paul
makes a motion to hire legal representation to determine what an executive
session is. He says we have always done
executive sessions this way (whatever the board of directors says an executive
session is, that is what it is).
Nobody
seconds. Don asks the membership if they
want to pay for legal representation for this sort of thing. A resounding “no” comes forth.
Paul
makes a motion to go into executive session.
No second.
Paul
then says the secretary is an employee.
Nobody agrees with him.
Larry
Hayes suggests we just have a board meeting.
Discussion
centers on what the actual agenda is, what is the correct order of agenda
items, why this is a different agenda than what was posted.
Al
Bowler motions to accept the different agenda than what was posted. Paul seconds.
Discussion: Don asks why “Review
Nominations” is set for an executive session since there isn’t any reason for
it. Barb points out that “review
nominations” is actually listed in both sessions. Don points this out also. Rex is asking if the motion has been
amended. Arleen runs around the table
scratching out the “review nominations” from the executive session part of the
agenda that she typed up. Don questions
why a member is writing up and then changing the agenda.
Don
suggests that we keep all items in open session.
Barb
asks that we have a vote to keep her as secretary or not. Rex says she is out of order.
Review January 5th Board Meeting Minutes. Motion made to accept the minutes as
written. Seconded. Discussion:
“availability of a contractor” change to
“compactor”. Regarding “Paul talked
about previous speed limit of 25mph at the annual meeting”, wants it changed to
“Paul discusses speed limit…”.
Motion
made to accept the corrections as submitted.
Seconded.
Vote: unanimous.
Minutes
approved.
Proxy Review.
Rod
says he does not want to review the proxies and thinks it’s a waste of
time. It was decided that people wanting
to review the proxies can contact the secretary for a time to do so.
Ken
asks to shift his vote to Rex. He is
told he cannot do that as board members cannot have a proxy for their vote at
board meetings according to the bylaws.
Review of December 12, 2007 minutes.
Referred to executive session to be held sometime later. Motion by Rex, second, and vote: Unanimous.
Review
of Nominations:
Barb
gives the letters of nominations to Larry Hayes.
Larry
reads nominations: Larry nominated Ron Hawkes, Barb nominated Bruce Dunlavy,
Ron nominated Carol Simms and Gary Kneeland, Ron Hawkes nominated Larry Hayes, Steve Lewis and Rachel Myron
nominated K..
Rex
interjects here that he has not seen K.. contract of
sale. Don and Barb have seen the
contract of sale and they also point out that K.. is on the current membership list. Barb said in January she was forwarded a copy
of the recent membership list from Arleen, and K.. is on that list.
Larry
asks if Paul went out on his own and hired an attorney and he said no. Larry asks if the board voted on this or if
Paul goes out and does whatever he wants.
Larry asks to see where it states that the Board authorized Paul to hire
an attorney. No documentation exists.
Ken
decides to leave the meeting.
Rex
discusses that in order for K.. to
prove ownership, she must have her contract of sale on file with the bureau of
conveyances. Barb points out that our
bylaws only say that she needs to have a contract of sale, period. Barb suggests that those who haven’t seen it
and would like to should perhaps ask K.. in writing to see her contract of sale. Larry or Ron says it does not state in our
bylaws she needs to record anything. Don
asks if the board sees the contract of sale can we all agree she is a property
owner and stop trying to kick K.. off
the membership list? Rex says if after
seeing the contract of sale the board agrees that she is an owner that is
fine. Barb points out that is a
different agreement than what Don was asking for, that Rex is saying he gets to
determine if her contract of sale is good enough. Rex states that’s our job as board
members.
Rex
moves that “her name” be stricken from the nominations
list until such time that legal documentation be submitted to the board. Paul seconds.
Rex declares that K.. is not allowed to discuss
it until she is determined to be a member of the association. Don points out that K..
IS a member of the association. Both Don and K.. make the point that if the association is trying to revoke
her membership the association must follow due process. Steve Lewis says in his opinion K should show
the bill of sale. K..
offers to show more information and the board says it is not interested in
seeing it. Rex declares the discussion
is over and that we are now voting.
Larry
calls for a vote: Motion passed.
Nominations
continued: Ric
Elhard nominates Don Coons, Don Coons nominates Ric Elhard.
Larry
states that he has just been handed a nomination, that he doesn’t know the
legality of it, nominating Rex Brumley, and
nominating the entire board to run. It
was dated December 10, 2007. Barb said
she has repeatedly asked for any information pertaining to the secretary
position, including any and all letters, or documents. Our bylaws require nominations to be in
writing to the secretary by January 1st of the year of the
election. 421J allows the nominations to
be received for an additional seven days after posting a notice that we are
using proxies to elect directors. Barb
states she followed the letter of the law of both these laws. After much discussion Paul declares that we
need to go into executive session.
Nobody seconds. Ron asks why no
board member has ever seen this “nomination” letter submitted by Arleen until
now. Paul attempts to show more opinions
of an attorney. Larry asks if Paul went
out by himself and hired an attorney and Paul says he was instructed to do
so. Larry, Ron, Don all refute this
statement. He is asked to show in the
minutes where he was requested to hire an attorney. He does not.
Al suggests we let the membership decide at the annual meeting. Don says he agrees that we should have a vote
at the annual meeting to determine if we should allow nominations at the
meeting.
Don
suggests that we ask at the membership meeting for a vote on whether to allow
the additional nominations to be accepted.
Rex says this is not necessary. Further discussion.
Paul says that the nominations are part of the secretary’s record. Larry asks why they are not in the minutes of
the December 12th meeting minutes.
Paul says they are being put in the minutes now; this meeting of
February 9th, 2008. Don
suggests we record the submission of the nominations on this date. Larry says he agrees the nomination issue
should be put to a vote at the membership meeting.
Review
of Secretary’s Actions.
Ron
says he thinks she has done a good job and we should keep her on until the new
board is elected. Don asks what is to
gain by kicking her off now. Paul states
the motion is to go into executive session.
Barb says she is “fine with everyone hearing you talk about me so go
ahead.”
Rex
says there is a grey area to change the motion to discuss the secretary’s
actions in executive session unless we have another motion to discuss the
secretary’s actions in the open meeting.
Motion to talk about Barb’s position in the open
meeting. Seconded.
Vote: Motion Passed, unanimous.
Accusations
Regarding Secretary from Paul Myers:
Nominations
being mailed out without the board of directors approval; secretary received
and accepted nominations from members who are not in good standing with the
organization, she has refused to draft corrections for the board to review,
refused to write a simple letter on a speeding issue; he says relationships not
allowed between an officer and a director, and a list of nominations was given
to her and she rejected it without questioning it. She mailed out a list that puts our general
election in question.
Don
asks that we go through these things item by item as she has documentation to
back up her actions. He also asks the
membership for a vote of confidence for the current secretary. Hands go up.
Asks for the board of directors to turn and look at the membership. He then asks to take the accusations one at a
time for Barb to respond to.
Larry
reads Paul’s accusations.
1) Sent out nominations without advising board
of additions and deletions. Rex adds
that the board was not informed of any nominations. Larry asks why they were supposed to be. Rex says there is a question of ulterior
motives. Larry, Don, and Ron
disagree. Ron says there were no
ulterior motives, just that some of us read the bylaws and some of us
didn’t. Don asks if the board reviews
nominations. Nobody can clearly state
when the board has ever reviewed nominations.
Barb
responds that she got a form from Arleen as part of the annual dues notice that
said it was for 2007, and that the deadline for dues also said 2007. By the time she got this form she already had
received all the official nominations (according to the deadlines), so when she
was changing the typo’s in that part of the form she changed the list of
nominees to include the current nomination information. She found the form that Arleen sent her and
showed the board, indicating that this form from Arleen looks like a ballot. She said there is no place in the bylaws that
says she is supposed to send out a nomination ballot, so she didn’t. She read through the bylaws and did what they
said. She went on to say that in reading
the minutes of the December 12th meeting, the letters that were not
to be sent out without board review were letters of violation. There was nothing in any minutes that she
reviewed that said “nothing” can be sent out.
Barb said she sent out the annual letter to all directors and asked for
their input. She said Paul said it was a
good letter, Rex had a couple corrections.
She told Karen what the mailing entailed and that she was following the
bylaws and that Karen told her “let em scream, they
always yell anyway. Get thing sent out;
you can’t wait for everyone to respond.”
So she sent it out.
2) Said nominees were in good standing; two were
not in good standing.
Barb
replies that she spent hours, days on the computer trying to coordinate who was
in good standing, who was a member, comparing lists.
Discussion
ensues about proper protocol for doing things and Larry states that this is not
about proper protocol, this is about whether or not
Barb has done the job she was elected to do.
Paul says she serves at the director’s discretion. Larry says what is she, a yo-yo? K.. asks when you say “the board” do you mean
individually or collectively? Is she
supposed to act at the whim of individuals?
Larry answers that “the board” means the board collectively.
3) Refused to draft corrections for board
review.
Barb
responds that Arleen sent her a list of corrections to the December 12, 2007
minutes, which were also sent out to the other board members for review. She received some emails from board members
that they did not agree with the changes.
It was also on the agenda to review the minutes at the next
meeting. So when Karen asked if she had
changed the minutes, she said no, because there were questions and objections
from board members, and she wasn’t at that meeting so she wasn’t going to
change the minutes unless the board as a whole told her to change the minutes
so she did not do that.
Larry
asked Barb if she really refused to draft the changes. Barb responds no, that she just hadn’t done
it yet. Larry asked Paul if he asked her
to make the changes. Paul said no, that
the president had. Barb said the
president asked her if she had done it yet, she did not tell her to do it. Ron said we haven’t even had a meeting to
review the changes yet and he felt that he was misquoted by Arleen; he said
there wasn’t anything for Barb to type up in the first place because the review
hadn’t even taken place. Larry said to
Paul that you have accused her of not doing something she hasn’t even been
asked to do yet.
4) Refused to write a letter on speeding issues.
Barb
responds that she was elected at the December 12, 2007 meeting, and had not had
the chance to transcribe the minutes yet when she was called to Paul and
Arleen’s house by Paul saying that a letter had to be written immediately. She went to his house and he demanded that
she write a letter that she could not get clarity on what he was even asking,
who the people were, why they were getting a letter, was it a letter the board
agreed upon, etc. She told Paul he was
not giving her enough information to write the letter and suggested that Paul
write the letter and then she would type it up and send it out. He responded no, you are the secretary, you are supposed to do this.
She then said she couldn’t do it because she didn’t have all the
information it would take to write this letter.
She states they went round and round on that for quite awhile and that’s
how the letter did not get written.
Ron
states that Karen said she was going to write a letter and take it to the
people’s house in person with a six pack of beer. Don says that he remembers her saying that
too. Ron also stated he wrote a letter
and sent it to the board but nobody responded to it so he didn’t know if it got
sent or not. Barb said that after she
wrote the board an email stating what happened when she and Don went to Paul
and Arleen’s house, then Ron wrote his letter, Arleen
wrote her letter, and both were sent to the board for them to review. So then there were two letters written and
none of them got voted on to be sent.
She
further states that in light of this being her very first experience with the
board of directors, she wonders why certain board members are asking why she
didn’t go to these same board members for help when she had questions. She said that the January 5th meeting
was her first meeting and she was having trouble just getting information. She said she wasn’t being treated very
fairly from the beginning so asking these same people for help didn’t seem like
an option to her.
5) Living together in Sin.
Discussion: Arleen and Paul are related so they cannot
both hold board positions. Arleen says
Barb and Don are related according to the dictionary. Barb says not according to the law but
according to the dictionary?
Don
states that he would like to point out that this is the third time the board
has tried to de-seat Barb, the third time we have gone round and round with
these issues and we have beat this horse to death.
Larry
asks for a motion. Paul says there is a
motion to dismiss the secretary. Rex
seconds. Discussion. In favor:
Paul. Opposed: Everyone else, except Al. Al abstains.
Larry
announces Barb is still secretary. Room
erupts in applause from the members present.
J
Other
Business:
Rod
asks if he should go install the streetlight he has available; it is not as
bright and is a 180 instead of 360.
Consensus is yes, go ahead. He
says it’s a 60 dollar fixture and he will install it for 50 bucks. He makes a motion that we hire him to install
the fixture for 110.00 total. Seconded. Vote: unanimous.
Rex
asks about the camera. Rod said he
should talk to Ted Stanton about that.
Motion to Adjourn.
Seconded.
All in favor.
Adjourn at 8:06pm.
Respectfully
Submitted,
Barb
Capocy
KKVECA
Secretary