Compton Green News
Updated September 5, 2006
From Compton Green Homeowner and Member
September 4, 2006
Compton Green Homeowners Association (CGHOA) Sent via Fax: 425.454.0087
C/O the Board of Directors E-mail: Rosenstein
P.O. Box 70067 US Mail: CGHOA
Bellevue, WA 98007
Board of Directors, CGHOA
Re: Reply letter to Rosenstein letter dated August 31, 2006
1. The letter @ 4 admits that there is some order to the association records.
2. The letter @ 5 states that the records will only be available on September 13 and will be returned to their custodians after September 13, 2006.
3. The letter states that the records provided on September 13, 2006 will be all of the association records and that the officers have made a diligent search.
4. The letter states that current bills, the checkbook and privileged documents will not be made available.
5. The letter states that the association will not produce records subject to attorney client privilege, protected by attorney work product doctrine or are related to an executive session.
6. The letter strongly recommends that I copy all the association records.
1. Your letter admits that there is an order so therefore it would seem practical, that since I have no knowledge of the order and would take a great amount of time to seek through each document to find the particular documents that I am seeking, that the association could just produce the requested documents, not the entire records of the association.
I have enclosed a copy of page 4, from a letter of Charles Kimbrough to the Washington State Bar Association. In the letter @ the final paragraph he states the records you initially requested consisted of about 15 banker’s boxes. This letter was written on January 9, 2000. Since the date of January 9, 2000 we have requested to review the association records. They have been produced I believe only 3 times. The first time, two and one half boxes were produced. Apparently twelve and one half boxes were missing or withheld. The second time about six boxes were produced. This time at least nine boxes were missing or withheld. The third time about seven and half boxes were produced. Where are the other seven and one half boxes of records? There can only be three explanations. Either, Kimbrough lied to the Washington State Bar Association, the association has withheld documents or the missing seven or more boxes are classified by the association as privileged documents. Did Kimbrough lie to the Washington State Bar Association, has the association withheld documents or are the missing boxes all privileged documents? Additionally since the year 2000 presumably, additional records have been created so it would mean that additional boxes would be created.
In this regard I would like a written clarification of this matter before September 13, 2006. How many banker boxes of association records are there in total? How many banker boxes of association privilege documents are there and please provide a detail list of each document claimed to be privileged?
In regard to the matter of privilege. Rosenstein is considered the attorney for the association although there was never a formal and proper meeting or vote to hire him. But with that aside who exactly is the client? It would appear each member pays his bill through payment of dues. That can not be disputed. It is not the board of directors themselves who pay Rosensteins bill. Please clarify this confusion. Who exactly is the client of Rosensteins? The board of directors, the association as a whole which would include each member, right or wrong?
RCW 5.60.060 (2) (a) states; An attorney or counselor shall not, without the consent of his client, be examined as to any communication made by the client to him, or his or advise given thereon in the course of professional employment.
In the regard to privilege, we are not asking Rosenstein to produce any records he may consider privileged. We are asking the association, through the board of directors to provide us access to the association records as required by State Law and the association by-laws.
RCW 64.38.045 (1) states all financial and other records are the property of the association. RCW 64.38.045 (2) states; All records of the association….shall be available for examination. The association has no authority to withhold any association record. If there is such an authority provided by law, please provide that citation. The homeowners' association act does not provide for any document to be privileged.
The association by-laws, provides that all records of the association shall be made available at all times during normal business hours.
2. I am only able to review the records for about an hour at a time during normal business hours. Unlike the retired observers you insist on being there, I have a business to run and only have my lunch time period available. Including driving time it would require me to be away from the operations for more than an hour and a half. Therefore this letter requests that the records of the association be made available on successive days. As stated in the by-laws, the records are to be available at all times during business hours. Also the 10am time is no good on September 13, 2006. I already have a meeting scheduled with a government official regarding the failure of the association property owners' to maintain the dedicated right of ways and dedicated trail easements and the associations failure to guarantee that maintenance through KC22034 which was effective and applicable to Compton Green at the time of plat recording. I have waited for quite some time for this meeting and it cannot be changed. Therefore I propose the afternoon time for this particular day only and then around 11:30am to 12:30pm for the following days. Please advise me accordingly.
3. In regard to copying the records. While that would be extremely expensive, I believe you had provided an estimate of over $2,000 at some time, the law is on our side to not have to do that. As I have stated above RCW 64.38 and the by-laws require production of the records on reasonable notice and at all times during business hours. Also the complete records have never been provided and therefore until the association board of directors and Rosenstein quit playing games it would be fruitless. I am considering scanning the documents into a computer data base, which would allow them to be posted on the Compton Green News section of our website and made available to all homeowners of Compton Green. There would be a great benefit to this in that the association would not have to produce old historical documents again but would only need to update them on a monthly basis. How does this sound as a proposal? Each document could be catalogued and indexed. The new technology available today would make this an inexpensive alternative and we would be willing to bare the cost of this exercise.
4 . DIFFERENT BOARD, SAME MONKEY BUSINESS. As evidenced by the recent mailings from the board of directors, there apparently was a board meeting in which the board decided who would be the officers of the association. Certainly it requires some sort of a vote by the directors to elect the officers.
RCW 64.38.035(2) requires all board meetings to be open for observation by all members. RCW 64.38.035 (1) requires notice of any meeting, with the agenda to be provided to members not less than 14 nor more than 60 days before any meeting. The by-laws require the secretary to provide notice of all meetings.
RCW 64.38.035(2) requires the board to keep minutes of all actions. The by-laws require the secretary to keep minutes and record votes of all meetings.
Clearly the board met and voted on officers such as president, vice-president, secretary and treasurer. Maybe we missed something here. Was there a notice of a board meeting sent out to the members that we somehow missed? If so, when was it? Where was it? If there was a meeting, we are making a request for a copy of the Notice and a copy of the Minutes which are required to be maintained.
On June 23, 2006, a day after the associations' annual meeting, we sent a letter to the new board. As of this writing we did not even get the courtesy of a reply. In the letter, we respectfully made a request to meet with the board in an open meeting. In the letter we also proposed that we meet and settle all the issues once and for all.
It seems to us, and if we are wrong please advise us accordingly, that the board and Rosenstein have a fiduciary responsibility to the association members to spend association fees in a responsible manner. Stonewalling and using Rosenstein, who has no real interests other than to promote billing hours for his firm, is not in the best interests of the association and its members. Rosenstein is just a leach on the association. The issues are not complex and only require each and every one of us to come to the table and discuss the resolution to any issue before us. The COB has a free mediation program just for issues that we are facing. We have many times requested that we join together and use the COB free mediation program. Rosenstein has made this into some complex legal situation only for his benefit. Can you not see this?
We are making another attempt with this letter to meet with the board in an open meeting to resolve the issues before us. As an alternative to an open board meeting, with notice and agenda, we would propose that we would meet with any two board members to discuss a resolution. We believe it to be important to place on the record that we have over and over made the attempts to work with the board only to be rebuffed or ignored. Will you as the new board change this and meet with us?
Thank you for you attention to this matter.
Compton Green Member
Enclosure: Kimbrough letter to Washington State Bar Association, sent only by fax and to CGHOA POBOX.
Posted to website.
Updated June 17, 2005
Most important postings of the Index are in Red.
INDEX TO POSTINGS
Chapter 11. Posting of COB notice to association regarding meeting recording
Chapter 10. Posting of Complaint to Secretary of State/6-9-05
Chapter 9. Homeowners' Association Law
Chapter 8. Letter from attorney to Rosenstien
Chapter 7. Letter regarding Notice of Violations
Chapter 6. Offer of Settlement
Chapter 5. Letters to board
Chapter 4. Letter regarding removal of member from meeting
Chapter 4A. State Law regarding recording of meetings
Chapter 3. Reply to Notice of Violation
Chapter 2. Meeting notes of 12-10-03 meeting
Chapter 1. Who is the board?
From: Compton Green Member
Sent: Sunday, June 12, 2005 8:22 PM
To: Bronson, Dennis
Cc: Brad Renner; Martin Bacon; Joshua Rosenstein
Subject: Recording of Homeowner's Association Meeting
Last year I was illegally removed from a homeowners' association meeting, by a COB police officer, because I wanted to record the proceedings. I was never given an opportunity to announce, pursuant to law, the required announcement that the meeting was being recorded. RCW 9.73.
There is going to be another meeting on June 20, 2005 @ 7:30pm at Cherry Crest School. I'm pretty sure there will be another COB police officer present for the sole purpose to evict me from the meeting.
I want to know, will I be removed from the meeting, by the COB police officer, if I choose to declare the recording of the meeting according to law?
Thank you for your immediate attention to this matter.
Compton Green Member
Mr. Compton Green Member,
It is my understanding that there will be an off-duty officer present at the meeting. I will be meeting with the officer prior to the meeting to discuss the situation from last year. Should you choose to tape record this year's meeting, our officer will be advised not to interfere. The officer 's primary responsibility will be to keep the peace, however, they will retain their normal discretion to take enforcement action for any observed criminal violations.
Should you have further questions, please let me know.
Bellevue Police Patrol Division
Offer of agreement and Compromise is posted below. Please scroll down.
Directly below here is the posted complaint to WA. Secretary of State
From Member of Compton Green Homeowners' Association
May 10, 2005
The State of Washington 360-753-0234
Secretary of State
P.O. Box 40234
Olympia, Washington 98504-0234
Court of the county in which the registered office of the corporation is situated, or in the superior court of Thurston county.”
RCW 24.03.265 Jurisdiction of court to liquidate assets and affairs of corporation. “Superior courts shall have full power to liquidate the assets and affairs of a corporation: (1) (b) that the acts of the directors or those in control of the corporation are illegal, oppressive or fraudulent; or (c) That the corporate assets are being misapplied or wasted; or (d) That the corporation is unable to carry out its purposes.”
Dear Secretary of State:
We are filing this complaint against the Compton Green Homeowners' Association (Corp. # 185172) with your office pursuant to RCW 24.03.250, Involuntary dissolution. Pursuant to RCW 24.03.250, “A corporation may be dissolved involuntarily by a decree of the Superior Court in an action filed by the attorney general when it is established that: (2) “The Corporation has continued to exceed or abuse the authority conferred upon it by law.”
RCW 24.03.255 Notification to attorney general. “The secretary of state shall certify, from time to time, the names of all corporations which have given cause for dissolution as provided in RCW 24.03.250.”
RCW 24.03.260 Venue and process. “Every action for the involuntary dissolution of a corporation shall be commenced by the attorney general either in the superior court of the county in which the registered office of the corporation is situated, or in the superior court of Thurston county.”
RCW 24.03.265 Jurisdiction of court to liquidate assets and affairs of corporation. “Superior courts shall have full power to liquidate the assets and affairs of a corporation: (1) (b) that the acts of the directors or those in control of the corporation are illegal, oppressive or fraudulent; or (c) That the corporate assets are being misapplied or wasted; or (c) That the corporation is unable to carry out its purposes.”
This complainant respectfully requests the Secretary of State investigate by at minimum require the association to answer the complaint fully and in detail sufficient to answer the complaint. Without sufficient detail answers the complainant respectfully requests the Secretary of State to certify to the Attorney General that the Compton Green Homeowners' Association has given cause for dissolution as provided in RCW 24.03.250
Evidence Relied Upon
The Compton Green governing documents: (1) The Articles of Incorporation, EX. A, (2) The bylaws of the corporation, Ex. B, (3) the community CC&R’s, Ex. C, (4) RCW 64.38 Homeowners' Association, Ex. D, (5)RCW 24.03 Washington Nonprofit Corporation Act, Ex. E, (6) King County Resolution 22034, Ex. F, State filing, Ex. G.
The complainants are members of the Compton Green Homeowners' Association. We have essentially been eliminated from participation in the community business. We have no other recourse available to us other than file this complaint with the Secretary of State.
Background on the Compton Green Homeowners' Association:
Compton Green Homeowners' Association (the “Association”) was incorporated as a non-profit homeowners' association in May 1967 under RCW 24.03. The association is obligated to perform and comply with RCW 64.38, Homeowners' Associations.
The sole purpose for the incorporation, as described in the Article of Incorporation Ex. 1, is to promote the health, safety and welfare of the properties. King County required the developer to establish an association which was to guarantee the maintenance of all the common areas which were a plat condition required by King County, KC Res. 22034. The associations' only purpose was to maintain the common trail areas.
1. The present board, along with all the past boards, hold and have held private meetings in violation of RCW 64.38.035(2) and association by-laws and Articles of Incorporation. “All meetings of the board of directors shall be open for observation by all owners and their authorized agents.” When the board meets they allow some “friends” to attend but do not give notice to all members of the meetings. They run the board meetings like some high school clique.
2. The board of directors do not provide notice of meetings pursuant to RCW 64.38.035. “Not less than 14 nor more than 60 days in advance of any meeting, the secretary or other offices specified in the by-laws shall cause to be hand delivered or sent prepaid by first class mail United States mail to the mailing address of each owner or to any other address designated in writing by the owner. The notice of any meeting shall state the time and place of the meeting and the business to be placed upon the agenda by the board of directors”…
3. The board adopts budgets, assessments and other matters in private meetings in violation of RCW 64.38.035(2). “All meetings of the board of directors shall be open for observation by all owners of record and their authorized agents.” These private meetings include the matters of nominating new board members which will be governing the community in the next session. The board does not allow participation with the process or observation of the meetings.
4. The board has refused as requested to provide the minutes of all meetings of the board, the members and any special meetings. RCW 24.03.135 states: Each corporation shall keep at its registered office, its principal office in this state, or at its secretary’s office if in this state, the following (5) Minutes of the proceedings of the members, if any, the board and any minutes maintained by committees of the board, and any minutes which may be maintained by committees of the board. The corporate records shall be open at any reasonable time to inspection by any member of more than three months standing or a representative of more than five percent of the membership. We have repeatedly made requests for all minutes of the associations' board meetings and member meetings. The board, through its attorneys have continuously refused to provide these records.
5. The board meets with attorneys, corresponds with attorneys in direct violation of RCW 64.38.035(2). Upon an affirmative vote in open meeting to assemble in closed session, the board of directors may convene in closed executive session to consider personnel matters; consult with legal counsel or consider communications with legal counsel…” The board of directors and the attorneys are continuously in communication or correspondence either by US mail or e-mail. The attorneys know this is in direct violation of RCW 64.38.035(2). We have asked for a direct review of all billing charges by the attorneys and been continuously denied these documents.
6. The board, through the current attorneys withhold the association records from review as required by RCW 64.38.045(2). “All records of the association, including the names and addresses of owners and other occupants of the lots, shall be available for examination by all owners, holders of mortgages on the lots, and their respective agents on reasonable advanced notice during normal working hours at the offices of the association or it’s managing agent.” The attorneys have been utilized to conceal and withhold association documents.
7. The board is in violation of the association by-laws by withholding documents and records from the members. Bylaws, Ex. B, page 8. “The books, records and documents of the association shall at all times during reasonable business hours be subject to inspection by any member, his attorney and accountants.”
8. The board has made distributions of income to its members, directors and officers in violation of RCW 24.03.030(2). A corporation subject to this chapter: (2) Shall not make any distribution of income to its members, directors or officers. The association had income which was distributed to the members.
9. The board has paid a board member over $100,000 through her husband, an attorney, in direct violation of the by-laws, Ex. B, page 4. “No trustee shall receive compensation for any service he may render to the association.” Past trustee, Kimbrough, hired her husband, an attorney, to work for the association. Notwithstanding a clear conflict of interest in the matter regarding closed trail easements, trustee Kimbrough directly benefited financially from the arrangement between the association and her husband. Trustee Kimbrough and her husband are owners of property in the community.
10. The by-laws state that all income shall be used exclusively for maintenance of the common areas, Ex. B, page 7, section 2. “All funds collected by the association, from whatever source, shall be utilized solely for the benefit of the members and shall be exclusively for the purpose of promoting the recreation, health, safety and welfare of the members and protecting and increasing the value of the properties.” For the past 10 years the board has used funds available to them in a wasteful manner and does not provide maintenance of the common trails areas. The board spends no funds on common areas trail maintenance which have deteriorated to mostly obstructed and unusable. The board of directors have paid huge amounts of resources paying attorneys. These corporate assets are being misapplied and wasted and thus the corporation cannot carry out its purpose. As can be seen by one of the earliest filing with the state, Ex. G, the developer, McGrath, clearly stated the purpose of the corporation is “Administer protective covenants recorded on the plat of Compton Green and take care of all common areas with in the plat."
11. The board withholds financial information which is required to be disclosed pursuant to RCW 64.38, RCW 24.03.135(3) and the by-laws. We have repeatedly requested financial information as it relates to the association business. We have not been provided the requested information.
12. The board has hired attorneys without the consent, approval or vote by the members of the association. There has never been an open meeting, which can be supported by minutes available to the members, that the hire of the two attorneys was approved. The two attorneys have taken huge amounts of resources from the community, have only created more problems than before and somehow think that the association is their own for the taking of income.
13. The board does not enforce the CC&R’s in the community. As Ex. G, clearly states the board/association is to administer the protective covenants. There has been no enforcement of the covenants for years, if ever.
14. The board while refusing to enforce the community covenants allow some property owners to obstruct the common area with fences or other obstacles. The board does not cause the common areas to be maintained. The by-laws, Ex. B, page 5, section 2(g) “Cause the common areas to be maintained.”
Conclusion: The association should be dissolved because the acts of the directors in control of the corporation are illegal, oppressive and fraudulent and the corporate assets are being misapplied and wasted and the corporation is unable and refuses to carry out its purposes. This complaint is of a most serious matter because a member is member through property ownership and is not a voluntary member who could just quit associating with the association. The Washington State Legislature found it important enough to enact the Homeowners' Association Law because there was abuse by associations against individual property owners. RCW 64.38 was enacted to protect individual property owners from the abusiveness by the association.
Thank you for your consideration of this matter.
Compton Green Homeowners Association
P.O. Box 70067
Bellevue, WA 98007