ubj: Board Meeting
Date: 9/23/03 9:02:48 PM Central Daylight Time
From: Cimrosi
To: dabrams@medicalequation.com, TEXAS66@aol.com, jim.oreilly@attglobal.net, steve@bg1000.com
CC: Masset@aol.com, cynthiah@austin.com, lawyer@austintexas.com, CircleCchat@aol.com, info@circlecranch.com, cbourgeacq@austin.rr.com, Imacsal@aol.com, carrol@austin.rr.com, carl@kparchitects.com, cmerritt3@austin.rr.com, dfeicht@texas.net, fisher15@austin.rr.com, tguckert@austin.rr.com


Questions to the Board:

Concern # 1:

I understand at the CCHOA Board meeting today there was a request for a public hearing on the proposed, draft bylaws recently submitted to the Steering Committee and Board of CCHOA. The Board decided it wouldn't call a special meeting at this time due to the fact that the Judge in the lawsuit hasn't issued final orders. The Board expressed concern over who or what individual or entity would preside over such a meeting if it were called, as well as concern over the Board's authority to call a special meeting pending the Judge's orders.

The Board also commented on sending the proposed, draft bylaws to an attorney for review and subsequent posting of the proposed bylaws on the CCHOA website.

Question: Why is the Board concerned about calling a special meeting of CCHOA members to discuss proposed and draft bylaws? The Board has called several recent special meetings to discuss and take action regarding Wal-Mart. Why can't the Board act to improve the CCHOA by listening to what homeowners and members want in their bylaws? The Board's actions and stated intent conflict.

Concern # 2:

I understand at the CCHOA Board meeting today the Board discussed the swimming contract CCHOA has with Randy Reese, not Longhorn Aquatics. Reportedly the Board has had a contract with Randy Reese for some period of time for Circle C Swimming and use of the CCHOA pool facilities. Regarding a contract with Longhorn Aquatics, the Board noted today the contract is with Reese and he contracts with UT for Longhorn Aquatics. I request a copy of the contract CCHOA has with Reese be mailed to me for review.

Question: Was the CCHOA contract with Reese reviewed for significant changes and amendments to address use of CCHOA pool facilities for Longhorn Aquatics and UT? What are the terms of the contract? I'm interested whether CCHOA's interests have been protected and considered in any amendments. If there are no amendments to the contract, did the Board breach its fiduciary responsibilities to the CCHOA by not appropriately amending the contract or requiring a new contract for services and/or facilities in a timely manner?

Concern #3:

I understand the Board is searching for new directors and officers insurance coverage because of lack of coverage provided by the CCHOA insurer relative to the lawsuit. Reportedly the lack of coverage by the insurer is due to failure of the CCHOA Board to provide proper notice to the insurer. Therefore, the CCHOA is footing the bill for what the CCHOA has been paying premiums for insurance.

Question: Did the Board breach its fiduciary responsibility to the CCHOA members by not complying with routine insurance notice requirements?

Pam Voss

Donald Abrams says:

In the new CCHOA newsletter, Donald Abrams, Chair, Steering Committee
says:

''The Ad Hoc Committee on By-laws has completed its charge. They have submitted through the Chair a proposed set of changes to the By-laws of the Circle C Homeowners Association. The Board has taken up and is reviewing the changes.''

DONALD, CAN'T YOU GUYS READ YOUR OWN GOVERNING DOCUMENTS?

Article VIII of the Articles of Incorporation ''The initial bylaws of the corporation shall be adopted by its Board of Directors. The power to alter, amend or repeal the bylaws or to adopt new bylaws shall be VESTED IN THE MEMBERS, but such power may be delegated by the members to the Board of Directors.''