Open Letter to the POA from Dave West

To All Members Highroads Property Owners Association,

From Dave West, acting Secretary

Cameron English, as acting Vice-President of our property owners association, has posted an open letter on the Association web site. His letter comments on the past actions of the Board and makes recommendations the Association should consider in the selection of Board Directors. As acting Secretary to the Board I feel that you should have the facts.

The Association transitioned from Arizona Land and Ranch to the current Highroads Property Owners Association (POA) in June of 2010. At that time Bert Hume and Cameron English were elected to the Board of Directors. That election was legal. On the first Saturday of February 2011 the Association was required by our Bylaws to hold an annual meeting and an election for Board of Directors. This requirement was ignored by Hume and English.  Instead an annual meeting was held in May of 2011. At that meeting Hume proposed that we elect the existing board for another year. A vote was taken and passed. No absentee ballots were given to the members who did not attend. These actions were in violation of state law A.R.S. 33-1812 A. which requires that absentee ballots be given to all members for any action requiring a membership vote. These actions were also in violation of our Bylaws requiring absentee ballots and which limit the term of office for Directors to one year unless reelected by the membership. By not distributing absentee ballots, Hume and English, effectively denied the majority of the membership (those who did not attend the meeting) a vote in determining who would be on the Board. These actions also denied anyone who wanted to run for a position on the board an opportunity to do so.

Bert Hume and Cameron English again failed to follow both state law and our Bylaws when they did not hold the annual members meeting and Board of Directors elections for 2012 and 2013 as required. These violations of state law and our Bylaws were not acts based on ignorance. Directors are required to know and follow the Covenants Conditions and Restrictions (CC&R’s), the Bylaws and the laws of Arizona as they pertain to the POA. Clearly Hume and English had no intention of following the laws and did not wish to relinquish control of the Board.

These continuing violations open the door to serious legal liabilities for the entire Association. Acting as a Board of Directors when not legally elected allows for arguments in court that any actions, contracts, money spent etc. by the illegal Board are null and void. The legal implications, all detrimental to the POA, could end up costing all of use a great deal of money. Remember, most lawsuits are not against individual board members, rather they are against the entire POA. There’s more money available that way.

June of this year Al Duff and I were appointed to the Board as Secretary and Treasurer, respectively, at a special Board of Directors meeting. One of the first things that Al and I did was to inform the Board that due to the violations of Arizona law and our Bylaws the Board was illegal and any actions by the Board could be successfully challenged in court. Hume, English and Anderson were all present. (Anderson was appointed to the Board in May 2012) No action was taken. Since that time I have repeatedly cautioned Hume, English and Anderson that the Board needed to hold an election for the Board members which met all legal requirements. No action was taken. My warnings and requests to hold elections were ignored. My intent when I applied for an appointment to the Board was to try to change the culture within that Board from one of disregard of the laws and rules to one of compliance with the laws and rules.

This issue of legal elections for the Board members did not progress until our attempt to amend CC&R rule 6.4.  At the special Board of Directors meeting to count the ballots I again advised Hume and Anderson (English was not present) that the illegal status of the Board could jeopardize our efforts to amend the rule. It was only then that we got a successful Board vote to hold elections for the Board. Until then it was my impression that Hume, English and Anderson had no intention of holding elections for the Board as required.

Cameron English in his letter seems proud of his, Hume’s and Anderson’s accomplishments regarding road maintenance.  I would like to point out that in the three years since the transition the roads have only been graded twice. The original budget from Arizona Land and Ranch that Cameron referred to was for grading the roads three times a year.  The last time our roads were graded we were charged $15,000.00. Our neighboring POA to the south just had their roads graded for approximately $3000.00 for about the same number of miles. Our grading costs will be higher because we have more rocky areas then theirs, however I cannot believe that it should cost four or five times the money. I have reviewed most of the road improvements and repairs that were done and am not satisfied that those could not have been done just as well at a cheaper price. A total of $46,560.00 was spent according to the treasurer’s report for 2012-2013 for road maintenance, grading and road improvements. Keep in mind that the contractor, D. Fenn Company is well known to Bert Hume and the contract was issued without going through a competitive bid process. I don’t know of any business that issues contracts without competitive bidding on work costing this much. It is the Boards responsibility to get us the best bang for our dollar, not to indulge their cronies.

Cameron addresses the purchase of the motor grader by Bert Hume and Greg Anderson. This purchase was done independently of the Board and the membership. The “vote” of the members at the last annual meeting did not comply with either the state laws on membership votes or the Bylaws. Only 32 votes were represented at this meeting, which means 91 votes did not have a say in this because no absentee ballots were issued. Even if this was just intended as a polling of the membership, almost 2/3s of the membership did not have a voice. As I recall the “vote” at the meeting it was to continue research into the economic feasibility of the POA owning and operating a grader. Bert Hume and Greg Anderson took this “vote” as a mandate to go forward with the purchase, (the vote was 18 to 14 in favor). They found a grader for sale in Texas. Anderson sent an email asking the Board to OK reimbursement for their travel expenses to go look at and possibly buy this grader. I emailed Anderson back stating that the membership did not vote to buy the grader and, because the Board was not legally elected, that we should not go forward on any such purchase. I told him that I would vote against reimbursement. Bert Hume and Greg Anderson then got blank checks from Treasurer Al Duff which Duff refused to sign. They then flew to Texas and purchased the grader for $48,000.00. Plus approximately $1800.00 in airline tickets, motel rooms, meals, car rentals etc. When I found out about the purchase, I asked Greg Anderson why he and Hume made this purchase without a vote from the Board. He replied that the Board had voted. I asked why I was not notified of the Board meeting 10 days prior to the meeting as required in the Bylaws, I asked to see a record of the notice to the membership a minimum of forty-eight hours prior to the meeting as required in the Bylaws and finally, the location of the minutes of that meeting. Anderson declined to answer my questions. I have yet to see the minutes or any record of notification to either the Board or to the membership . It is my opinion that no Board meeting was held. Hume, Anderson and English may have discussed the purchase via email or by phone but did not comply with any of the requirements in state law or the Bylaws pertaining to a special Board of Directors meeting. Cameron, in his letter claims, to have been there at the meeting and that  ” 5 intelligent and high integrity individuals voted and the majority decided to move forward. “, this did not happen.

Greg Anderson resigned from the Board at the September 21 Board meeting to avoid a conflict of interest. He wanted to operate the motor grader and be paid $35.00/hour to do so. As a Board Director it is a conflict of interest to do anything that may result in personal gain. Anderson purchased the grader with the intent to operate it and be paid by the POA. This was a conflict of interest involving $48,000.00. His resignation only showed that he knew this was a conflict of interest.

Since the purchase of the grader Anderson has been attempting to get the Board to agree to buy a 1000 gallon fuel tank to be placed on his property for the grader with a second 250 gal fuel tank on Hume’s property. Of course the tanks would need to be filled, all at your expense.

I am neither for nor against the POA purchasing a grader. However it has to be done with the full knowledge of all the membership and with a full assessment of all the costs and more importantly the liabilities involved. Purchases of this magnitude do not belong to just the Board.

Cameron claims that “one individual has use ARS regulations to shut down your association from doing it primary and most vital job…”. I can only assume he is referring to me as I have been the most vocal about the Board needing to hold legal elections for the Directors (for the reasons delineated in the fourth paragraph of this letter). The reason we are in this situation is because Bert Hume, Cameron English and Greg Anderson did not comply with the laws of the state of Arizona and refused to hold legal elections. As you can see from their actions Bert Hume, Cameron English and Greg Anderson have a history of ignoring the state laws, the CC&Rs and the Bylaws. They have put the Association in a very precarious legal position. My insistence that they follow the laws and rules is not what brought this Board to a stop, it was and is their malfeasance.

In the four months that I have been on the Board I have worked to return the Board to a legal status. This work has culminated in the scheduled elections on November 9. I have not done this alone. Al Duff and Rich Kelley have also been working to achieve the same goals while on the Board.  If elected to the Board it is my intention to return the Board back to the membership. I feel that the Board is supposed to work for the membership not for the Board member’s own benefit or designs. I will ask the membership for their direction in all major decisions, I will make sure that all meetings are open to the membership and in compliance with the laws and rules. My highest priority is to poll the membership about their desires to either change the CC&R rules or to remove the CC&R/POA in its entirety. Once we determine the majority direction I will work on it as hard as I can. Bert Hume and Cameron English have had three years to change the CC&Rs and it wasn’t until Al Duff and I did the work writing the amendment (to CC&R 6.4) and putting together the first legal election held since the transition that anything has been accomplished.

I ask that you elect Dave West, Al Duff and Rich Kelley to the Board of Directors on November 9.