ROYDEN APRIL 2019 ANNUAL MEETING VIOLATES NC LAW-COVENANT REVISIONS NULL AND VOID
The following Points of Order were made before and during the April 6. 2019 Annual Meeting. Points of order for any Non-Profit Annual Meeting must meet basic Robert’s Rules of Order. Points of Order at the onset of the meeting, for the purpose of calling into question the viability of the meeting, does not require recognition by the Chair. Accurdingly the Points of Order were not addressed, the meeting not adjourned, making all actions taken at the meeting NULL AND VOID
Dear Royden Board, please be advised that on 3/27/19 and on April 6, 2019, at the Annual Meeting, I have formally presented the following “Object to procedure” -“POINT OF ORDER” Actions, that should resolutely lead to the cancellation of the subject meeting.
SUBJECT.Objections to procedure-FIVE (7) POINT OF ORDER actions: FOR IMMEDIATE BOD and SECRETARY REVIEW AND DECISION: LEADING TO CANCELLATION OF APRIL 6, 2019 MEETING
1)POINT OF ORDE. THE APRIL 6, 2019 ANNUAL MEETING, SCHEDULED BY THE ROYDEN HOA PRESIDENT, WAS MADE IN VIOLATION OF THE ROYDEN BY-LAWS, ARTICLE III-MEETINGS OF MEMBERS AND VOTING RIGHTS-SECTION 1-MEETINGS-The Annual Meeting of the members shall be held in June of each year as determined by the Board of Directors. The April 6, 2019 notice is a By-Law violation. Also to be noted are Terms of Directors “June 1-May 31”, fixing of Annual Assessments “by May 1, and definition of fiscal year as “June 1-May 31” with no amendments ever submitted amending these By-Law provisions as well as an amendment to the Article IV-Covenant for maintenance assessments-Section 7=Date of Commencement.
2) POINT OF ORDER THE 2018-2019 ANNUAL ASSESSMENT VIOLATED ARTICLE IV–COVENANT FOR MAINTENANCE ASSESSMENTS-SECTION 1-CREATION OF LIEN AND PERSONAL OBLIGATION FOR ASSESSMENTS AND SECTION 2-PURPOSE OF ANNUAL ASSESSMENTS (a) AND (b) and SECTION 3 -MAXIMUM ANNUAL ASSESSMENT-(a) and (b), AND SECTION 7-DATE OF COMMENCEMENT OF ANNUAL ASSESSMENTS – THE RHA BOD DIRECTIVE NAMING PHASE III AND IV AS SIGNATORIES FOR AMENDMENTS TO THE OVERALL AMENDMENTS OF ROYDEN, CONFIRMS THE APPLICABILITY OF ARTICLE IV-COVENANT FOR MAINTENANCE ASSESSMENTS TO ALL OF ROYDEN.
3)POINT OF ORDER THE 2019-2020 ANNUAL ASSESSMENT PROCESS, ANNOUNCED BY THE RHA IS IN VIOLATION OF ARTICLE IV-COVENANT FOR MAINTENANCE ASSESSMENTS-SECTION 7-DATE OF COMMENCEMENT OF ANNUAL ASSESSMENTS. The 2018-2019 Motion to amend the fiscal year to calendar year, did not represent a proper amendment to either the Covenants or By-Laws, was improperly constructed as a true amendment and did not undergo appropriate voting rules, by phase. Consequently the June 1, to May 31 Fiscal Year remains the guiding principle for all financial reporting.Consequently all dues should be returned and NO BOD voting effectuated.
4) POINT OF ORDER THE REVISION OF DOCUMENTS VOTING IS IN VIOLATION OF ARTICLE IV-COVENANT FOR MAINTENANCE ASSESSMENTS-SECTION 2 (a)-PURPOSE OF ANNUAL ASSESSMENTS..sic “maintain………common amenities”. An Annual Assessment Budget must accordingly include only expense categories meeting the restricted purpose of Section 2 (a). Legal fees are not a common area annual assessment expense and were improperly included in the annual assessment budget. Therefore, all Legal Fees that were improperly expended, on a project of an unapproved scope and unapproved expense estimate, should cease immediately and the revision of documents activity and voting ceased, immediately.
5)POINT OF ORDER FINANCIAL DOCUMENTS FAIL TO MEET NC GS 55A GAAP REQUIREMENTS: The financial documents presented in the 2018-2019 Annual Assessment package, fail to meet NC Law as well as Generally Accepted Accounting Practices (GAAP), and historical financial reporting practices of the RHA. Specifically, the financials presented in the last five years do not; include a cash flow statement, do not include fiscal reserve balances as defined in historical RHA reporting, do not present the 10% Contingency Reserve controlling member credits and do not provide cash flow balances reconciled to fiscal year Bank closing statements.
A quarter ending March 31, 2019 statement should be presented ASAP to assure proper accounting practices are utilized in the May 2019 “pro forma” report used in the determination of fiscal reserves and what will assuredly be a “MEMBER CREDIT” as Fiscal reserves are estimated to be at over $30,000.00, well above the 10% Contingency reserve of $2,898.00 mandated in Article IV-Covenant for Maintenance Assessments.
6) POINT OF ORDER: The current by-laws “Revised, Amended and updated May 15, 2012 are NULL and Void;
PREDICATE:The May 15, 2012 By-laws, replaced the original Phase I/II By-Laws, practically verbatim and as amended, incorrectly reference the failed covenants of May 15, 2012 under ARTICLE II-DEFINITIONS-All capitalized undefined terms used in these Bylaws shall have the meanings ascribed thereto in that certain Amended and Restated Declaration of Covenants, conditions and Restrictions for Royden dated as of May 15, 2012 as recorded in the Office of the Register of Deeds for the Mecklenburg County, North Carolina.
ACCORDINGLY: All references to the term “MEMBER”, cannot be properly evaluated as the term member in each of the three Royden Subdivisions CCR’s, independently define “MEMBER”, as only those residents in each separate subdivision.
7)POINT OF ORDER-As a result of POO # 6, the appropriate Quorum can not be assigned as a result of the fact that neither By-Laws, the original April 1985 Phase I/II By-Laws and May 15, 2012 Amended By-Laws, have been consolidated to take into account the Merger Agreement of 1994, wherein all three subdivisions were merged. Neither the By-Laws, nor the covenants were consolidated to properly identify the terms to be used in the revised By-Laws, which as of this date….DO NOT EXIST…..
ACCORDINGLY, The exact Quorum for the merged three subdivisions, CANNOT BE DEFINED and is not simply “The presence of one third (1/3) of the Members at a meeting, whether in person or by proxy, shall constitute a quorum”. Taken on it’s face, the quorum requirement can be interpreted as i/3 of the members of each phase …ie 1/3 of 94, 1/3 of 14 and 1/3 of 30..(Phase I.II, III and IV respectively.
Please review my planned actions, in advance, with your attorneys. I strongly recommend that you cancel ALL planned activity for April 6, 2019 as these violations render past and future actions of the Board, NULL and VOID…..Proceeding, without addressing these disqualifying points of order, will lead to an inevitable legal challenge, if the Royden BOD decides to proceed in spite of the clear By-Laws and Covenants violations.
I am available to discuss these significant points of order challenges, to the April 6, 2019 meeting, as well as assisting in navigating the Royden BOD, going forward, as they come to terms with the legal ramifications of the signatory requirements of Phase II and IV and full enforcement of the terms of ARTICLE IV-COVENANT FOR MAINTENANCE in the future as well as recognition of prior year violations
***See summary of Roberts Rules attached.
PS..I again request a Books and Records Review of all past board minutes and final financial statements. Further, be advised, in light of the signatory requirement validating Article IV-Covenant for maintenance assessments, consider all past assessments PAID IN FULL. I welcome any planned legal action previously threatened.