Cochise Terrace LOA
Board MeetingApril 3, 2013
The meeting was called to order at 7:00 PM in the View Room by President Mary Glazman. Board members and officers present were Dave Allmendinger and Ed Geise, and Treasurer Anita Gilmore. Absent were Secretary Vickie Manning, and Board members Peter Wangsness and Art Bale. Members present were: Sue Allmendinger, Alfonso Sacco, Cliff Brown, Bob Smith, Don Feller, Ben and Jan Whitmarsh, Eileen Holmquist, Judy and Rex Osmond, Tom and Judy Trail, Paul and Phyllis Peterson, and Jerry Glazman.
This meeting was held a week earlier than previously scheduled. It is a legal meeting. The AZ statutes allow the President of a planned community association, which the LOA is, to call a regular meeting of the Board with 48 hours notice to the membership unless the association’s by-laws require a longer notification period. The LOA By-Laws only specify a minimum of 30 days notice for the annual meeting. The special emergency Board meeting called for April 1, 2013 at10:00 AM for the sole purpose of choosing legal council to represent the LOA also met the requirements for a legal meeting.
The meeting was then opened to comments from members other than about the lawsuit since that was on the agenda already. There were no Comments.
Minutes from the March board meeting: There were no additions or corrections. Motion made and seconded to accept the minutes. Motion carried.
Treasurer’s report:2 lot owners still have not paid their 2013 assessment. Treasurer’s report was accepted as read.
Old Business:Sue Allmendinger was appointed to a 2 year term on the ACC. Her term expires on Dec. 31, 2014. Les Mayfield was appointed to fill Ernie Lamb’s unexpired term which expires on Dec. 31, 2013. The Board expressed their thanks to Sue and Les.
Due to the expected lengthy discussion of the Equifunding lawsuit, the order of business was changed to take up new business before returning to this matter.
New Business:Under AZ law, every corporation must have a statutory agent to receive legal notices such as summons. The Board voted to appoint Cliff Brown as the LOA statutory agent to replace the current statutory agent, a lawyer in Tucson.
Old Business Resumed:Equifunding, a Michigan bank, is the holder of a Certificate of Purchase issued by the Cochise County Treasurer for delinquent real property taxes due for the years 2000 and 2001. They have filed a lawsuit in which the LOA is named as one of several defendants. Copies of the lawsuit were available to LOA members at the meeting. The LOA was served with the lawsuit on March 25, 2013. We have 20 days from that date to respond to the court or the LOA can be found in default.
Because of needing to respond within 20 days after being served, it was necessary to act as quickly as possible to hire an attorney. An emergency meeting of the Board was convened Monday, April 1, 2013, for the sole purpose of selecting an attorney to represent the LOA in this lawsuit. Present at this meeting were Board members Peter Wangsness, Dave Allemendinger, President Mary Glazman and Secretary Vickie Manning. Prior to this meeting, several attorneys had been suggested to the Board and those that appeared to be qualified were contacted by phone. The HOA had already hired the law firm of Carpenter, Hazlewood, Delgaldo & Bolen, PLC to represent them. The law firm’s main office is in Tempe but they have branch offices in several locations including Tucson. Scott Carpenter, a founder of the law firm, wrote the book on planned community law for the AZ State Bar Association’s continuing education program for lawyers. The Board voted to hire Jason Smith in Carpenter Hazlewood’s Tucson office to represent us.
There was a lengthy discussion of the lawsuit. Some of the points were that only lots 56-75 in the LOA are listed as being in the property to be foreclosed on. Lots 1-55 are excluded. The LOA is named as a defendant because it was set up under CC&Rs that encumber the property and “purportedly holds an interest in the subject real property”. The CC&Rs listed in the exhibits is the March 28, 2011 restated and amended CC&Rs. Part of the property Equifunding is seeking to foreclose on is Common Areas A, B and C (which according to the suit would include our roads and common areas). There was a suggestion to limit the amount the Board could spend and when that limit was reached the Board would need to poll the membership about authorizing additional funds. The members present felt that this was not practical.
Legal meetings of the LOA board over the summer regarding the lawsuit can be held via teleconference originating in the lawyer’s office. Mary reported that our lawyer’s first approach will be to seek an extension. He explained that it probably would not be possible to have the LOA removed from the lawsuit. Jason said that while foreclosing on roads and common areas was possible, he did not know of a single case in which it had happened. Lot owners could not be denied use of the roads and no one could sell the common area or build on it. He said that often a plaintiff listed as a defendant anyone they could tie to the suit hoping one or more of them would cave in to the pressure and chip in money to pay off the plaintiff.
Following the discussion of the lawsuit, there was a discussion of how we could hold legal Board meetings over the summer. Normally, there is nothing requiring Board action over the summer, but with the lawsuit, there could be the need to convene meetings. Ed made a motion, seconded by Dave, that the Board be allowed to use modern electronic methods to communicate as necessary to be a valid Board meeting. Motion was carried.
There being no further business to come before the Board, motion to adjourn was made and seconded. Motion carried.
Respectfully submitted,
Phyllis Peterson, acting secretary
