Friday, February 29, 2008
For sale, rent, etc
Have something to sell, rent, etc.? Just add your comment with name and contact information. When your ad has served its purpose, don't forget to delete it.
Thursday, February 28, 2008
A note to the auditor
Southampton Bylaws, Article XIII, Section 3 requires an annual audit of the books and records of the Association.
During this audit, do look into the checks (#1711, #1771, #1818) made out to former Board members Handley and Thompson.
Is there an invoice to the Association for these disbursements?
Is there documentation to support the payee's claim against the Association?
Is there lawful Board authorization (see § 55-79.75.C), noted in the minutes of Board meetings, for these disbursements?
During this audit, do look into the checks (#1711, #1771, #1818) made out to former Board members Handley and Thompson.
Is there an invoice to the Association for these disbursements?
Is there documentation to support the payee's claim against the Association?
Is there lawful Board authorization (see § 55-79.75.C), noted in the minutes of Board meetings, for these disbursements?
Board acts in unlawful secrecy
Under § 55-79.75.C the Board "may convene in executive session to consider personnel matters; consult with legal counsel; discuss and consider contracts, probable or pending litigation and matters involving violations of the condominium instruments or rules and regulations promulgated pursuant thereto for which a unit owner, his family members, tenants, guests or other invitees are responsible; or discuss and consider the personal liability of unit owners to the unit owners' association, upon the affirmative vote in an open meeting to assemble in executive session. The motion shall state specifically the purpose for the executive session."
Furthermore, "The executive organ shall restrict the consideration of matters during such portions of meetings to only those purposes specifically exempted and stated in the motion."
Following the executive session, the Board is required by § 55-79.75.C to reconvene in open meeting and take a "vote on such contract, motion or other action which shall have its substance reasonably identified in the open meeting." The Board must decide in open session what they discussed in executive session. Absent this, “No contract, motion or other action adopted, passed or agreed to in executive session shall become effective”.
The purpose of the executive session may be considered "specifically" stated, and the vote's "substance reasonably identified" if a third party, not present during the executive session, is able to act on the Board's decision by reading the minutes of the meeting.
Regarding the January 10, 2008 meeting, the minutes show that the Board failed to vote upon entering into executive session, "to discuss legal matters" does not qualify for executive session, and the vote following the executive session does not reasonably identify the substance of the "Resolution". Hence, pursuant to § 55-79.75.C, the "Resolution" is not effective.
Lastly, § 55-79.75.C says the Board "may convene in executive session"—it does not require it. Given that more than $9000 were improperly disbursed to former Board members Handley and Thompson, given the largest turnout at the Annual Meeting, resolving this matter openly would help to clear the air.
Furthermore, "The executive organ shall restrict the consideration of matters during such portions of meetings to only those purposes specifically exempted and stated in the motion."
Following the executive session, the Board is required by § 55-79.75.C to reconvene in open meeting and take a "vote on such contract, motion or other action which shall have its substance reasonably identified in the open meeting." The Board must decide in open session what they discussed in executive session. Absent this, “No contract, motion or other action adopted, passed or agreed to in executive session shall become effective”.
The purpose of the executive session may be considered "specifically" stated, and the vote's "substance reasonably identified" if a third party, not present during the executive session, is able to act on the Board's decision by reading the minutes of the meeting.
Regarding the January 10, 2008 meeting, the minutes show that the Board failed to vote upon entering into executive session, "to discuss legal matters" does not qualify for executive session, and the vote following the executive session does not reasonably identify the substance of the "Resolution". Hence, pursuant to § 55-79.75.C, the "Resolution" is not effective.
Lastly, § 55-79.75.C says the Board "may convene in executive session"—it does not require it. Given that more than $9000 were improperly disbursed to former Board members Handley and Thompson, given the largest turnout at the Annual Meeting, resolving this matter openly would help to clear the air.
Board stalls on recovery of funds
More than $9000 were given to former Board members Handley and Thompson without proper authorization by the Board. The Board needs to either properly authorize the funds, or to recover them for the Association.
§ 55-79.75.C states: "The executive organ or any subcommittee or other committee thereof may convene in executive session . . . upon the affirmative vote in an open meeting to assemble in executive session. The motion shall state specifically the purpose for the executive session. Reference to the motion and the stated purpose for the executive session shall be included in the minutes. The executive organ shall restrict the consideration of matters during such portions of meetings to only those purposes specifically exempted and stated in the motion. No contract, motion or other action adopted, passed or agreed to in executive session shall become effective unless the executive organ or subcommittee or other committee thereof, following the executive session, reconvenes in open meeting and takes a vote on such contract, motion or other action which shall have its substance reasonably identified in the open meeting."
Association minutes show that the Board neither stated "specifically the purpose for the executive session," nor did it reconvene in open session and "vote on such contract, motion or other action" with "its substance reasonably identified." Therefore, under Virginia law, the Board's action during this executive session is not "effective."
We've written about this issue several times, brought it up at the Annual Meeting, wrote again to the Board, and presented it at the January 10, 2008 Board meeting where Board member Dogan "suggested getting Mr. Mercer's legal opinion." The facts are clear, the law is clear, but the Board continues to stall.
§ 55-79.75.C states: "The executive organ or any subcommittee or other committee thereof may convene in executive session . . . upon the affirmative vote in an open meeting to assemble in executive session. The motion shall state specifically the purpose for the executive session. Reference to the motion and the stated purpose for the executive session shall be included in the minutes. The executive organ shall restrict the consideration of matters during such portions of meetings to only those purposes specifically exempted and stated in the motion. No contract, motion or other action adopted, passed or agreed to in executive session shall become effective unless the executive organ or subcommittee or other committee thereof, following the executive session, reconvenes in open meeting and takes a vote on such contract, motion or other action which shall have its substance reasonably identified in the open meeting."
Association minutes show that the Board neither stated "specifically the purpose for the executive session," nor did it reconvene in open session and "vote on such contract, motion or other action" with "its substance reasonably identified." Therefore, under Virginia law, the Board's action during this executive session is not "effective."
We've written about this issue several times, brought it up at the Annual Meeting, wrote again to the Board, and presented it at the January 10, 2008 Board meeting where Board member Dogan "suggested getting Mr. Mercer's legal opinion." The facts are clear, the law is clear, but the Board continues to stall.
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