June 10, 2007
This may be an esoteric topic and discussion for some. It is relevant to the management and proper operation of the non-profit corporation, which our HOA is under the Texas Non-Profit Corporation Act which chartered it, as well as the legality of using properly formed proxy documents related to execution of business of the HOA.

I put it here for any who want to track the discussion.

I sent this email to Marisela De Leon, property manager, with copy to Gil Vipraio, President and member of Board of Directors (BOD) of the HOA.

Hi Marisela,

Once when I asked for a bylaws compliant proxy from the HOA you told me over the phone that no proxies are issued until there is a
call for a meeting, an annual meeting or special meeting of the members.

First, has this policy/procedure (been prior) written and approved by the BOD? If so I would like to obtain it as soon as possible.

Second, I am not so sure what this procedure comports with the by-laws, as the latter does not constrain when or where or how
proxies are created, prepared, distributed. The only inherent constraints I read are:
(1) they must be revocable.
(2) they must not expire any sooner than 11 months from assignment unless member sells Parkwood property before then.
(3) they are presented to the Secretary (filed) at a meeting.

This then indicates to me:
(1) a proxy may be assigned (signed) at any time.
(2) a proxy may be revoked at any time before it expires.
(3) a proxy expires as specified by the bylaws and not by the BOD.
(4) a proxy does not have to specify a particular event, and thus may indicate all annual, special meetings for the duration of
the instrument.
(5) a proxy may constrain or may not constrain the voting rights assigned by the member to the holder.
(6) filing a proxy with the Secretary does not constrain the applicability of the proxy to any single event, meeting, or action.

Third, I do know the proxies created lately associated with the last two annual meetings violated the bylaws on points already
pointed out to you, the BOD. I have asked for a valid response from the BOD about this, and it has failed to do so (remember my
September 17, 2006 and March 14, 2007 email requests, for example).

Fourth, please cause a generic proxy compliant with the bylaws, not constraining voting rights a member may assign the proxy holder,
not constraining the purpose or purposes of the assignment to any action or event, and specifically indicate its modes of
expiration. If you wish to add information to the proxy it should offer selections for different types of meetings, petitions, and
assignment of voting authority (scope, constraint, full breadth of issues to come before the membership for a vote).

Please email me a draft of this proxy at least 10 days before any proxies are to be distributed associated with the July 2007 annual
meeting (also prescribed by the bylaws).

I believe that if the HOA BOD does not issue a bylaws compliant proxy, it will be challenged as illegal at this meeting, as it was
challenged as non-compliant with the bylaws at the September 2006 annual meeting (which the minutes should so reflect).

Opinion: (Removed).

Thanks,
Your responses will be posted at the web site.
Regards,
Mike McCormack

Anyone else interested in seeing what Marisela/BOD sends me, let me know.

-By Mike McCormack

An Illuminating Conversation

June 10, 2007
After a discussion with Gil Vipraio on this matter this evening, some intersting things were observed, thus far:

(1) The proxy the BOD has been issuing all these years has been a ''courtesy'' to the membership, and is not a manadated, only-as-BOD-approved form to be used. The BOD will likely continuing issuing the proxy, but hopefully with explanations missing from the past.
(2) There is work underway to formulate a new proxy template which likely will have a number of selected options for what the member would choose to direct the proxy holder how to vote, what views or choices to make, etc. on behalf of the member. This will provide greater flexibility and control on the part of the member.
(3) The proxy is revocable, which means the member can cancel the assignment of the proxy at any time. The proxy normally expires the earlier of within 11 months of it being signed or when the member sells his/her property (lot). The member likely will be offered an option to set a revocation date, if desired.
(4) The proxy could last for as long as the member chooses (given the constraints listed in (3)) and be used for other meetings, if there were any scheduled.

The draft new proxy will be posted under Community Pages when it is in work, is formalized.

The BOD does want to provide a proxy that makes sense and provides for good choices for the member, maintaining a viable and effective proxy instrument which can be verified easily and accomplishes what the member intended. Compliance with the bylaws is also expected.

A Revised Proxy is Proposed

June 20, 2007
Gil Vipraio has greatly assisted in the development of a proposed new proxy statement for future meetings of members (annual and special) as well as conforming with the law and bylaws. Check it out in the Community Pages section.

A new ballot too -> director

It is beginning to appear there will be also improvements in the ballot and balloting process finally. Questions about maintaining proper secrecy of balloting, ballots, etc. are being worked and hopefully they will be proposed so that we may have a look at them before they go into effect.

I vote for more than three directors would like to talk about this topic too.

By the way, who would like to run to be a director on the HOA board of directors? What qualifications should they have - what would you want that director to do for you?