Inform Yourself and Comment on The Board’s Plan to Dissolve SAEPOA

Please use this blog entry to put your comments on the our email response to the midnight “SAEPOA Correspondence” of 26 April 2025.  We look forward to a robust discussion!

In my opinion, the points in the SAEPOA Correspondence range from debatable to questionable to false or misleading.  You would be wise to examine them from multiple angles.

Points made by the board to convince you to dissolve:

• The board email states – “SAEPOA was formed improperly as a charity instead of an HOA”.  This is factually incorrect.  SAEPOA was formed in 1993 as an HOA, not a charity.  SAEPOA then filed for, and was granted 501(c)(3) status as a charity in 1995.  Interestingly, we could simply go back to not being a charity.  It is entirely possible to rescind our 501(c)(3) status.  The impact would be minor as we don’t make any appreciable profit and the problem would be solved.
• The board states  “the Corporation, previous board members, and its members could be liable for back taxes, fines, penalties and sanctions for past years”.  This claim is misleading at best.  The likelihood of such an IRS action is very slim.  I am aware of three cases where SAEPOA board members or members at large have sought IRS advice regarding this matter.  That includes me.  After describing the situation in substantial detail (that the majority of funds were spent on road maintenance, repairs, etc. some administrative, with only limited charity).  I was assured that we are not in violation of IRS rules regarding 501(c)(3).  We are not forbidden from doing activities that benefit the members.  We simply cannot show favoritism.  (The board can’t provide benefits to one group and not another, for example.)  Finally, this argument diminishes the importance of the corporate veil in legal protection to an absurd level.  As members, you are not responsible for the actions of a corporation you joined as a mandatory action.  The board and its attorneys owed clarity on this topic.
• The board states that they can “ refund the money…back to the members”, but this is questionable and problematic.  Arguably, the association can refund money, but it can’t give money that is not a refund – that would be the very “inurement” (favoritism) that is disallowed for 501(c)(3) organizations.  Jerry’s first response when asked how funds would be given back, was to state that it would be done by lots, thus a new buyer would get a windfall of free money, while those who have sold lots after paying the dues would lose out.  This is an improper favoritism and likely illegal.
• In the same bullet, the board states that dissolving protects you from  “IRS taxes, fines or sanctions and will stop IRS violations going forward”.  This is factually incorrect.  In the (highly unlikely) event that the IRS decided that we were in any kind of violation of 501(c)(3) law, no one would be protected by the ending of the association.  The responsibility for decisions remains even if the organization does not.  The only thing in jeopardy is the $170K in the bank account, which is almost certainly not in any jeopardy anyway!
• The board then brings up the “lawsuit from members asking a court to order dissolution”, to which their solution is to surrender, rather than fight on behalf of the association!  This is misleading at best.  First, the lawsuit is brought by members of the Working Group that has been formed by Jerry and Jerry acts as leader.  There are many evidences of possible collusion between the plaintiffs in the lawsuit and members of the board.  Although collusion is difficult to prove in court, one should consider the following:
  • The association between the plaintiffs and the board president and vice president through the “Working Group” that has collectively stated an objective of ending the association.
  • The common language (same talking points) between the plaintiffs’ legal complaint and the board’s resolution to dissolve the HOA.
  • The fact that the board’s plan is to simply surrender.
  • The immediacy with which the board desires that we dissolve, even though such a case would likely take years to resolve.
  • The attorney who filed the lawsuit has also been Jerry’s personal attorney and has also represented Jerry’s positions for the town of Edgewood in his capacity as commissioner.
  • One example of the close relationship between plaintiffs and board members was in the recent board meeting of 14 April.  As the meeting opened, the board had been in executive session including their (our?) lawyer until the meeting opened.  The person running the Zoom functions was a SAEPOA member who is also the lead plaintiff on the lawsuit.  No matter what, this is way too close for the relationship between plaintiff and defendant.  By all reasonable appearances, the lead plaintiff had been running the Zoom prior to our arrival, and he was likely present during discussions that should have been privileged between the attorney and the board.  – THIS IS SERIOUS!
    [PLEASE NOTE: The individual providing Zoom support (lead plaintiff) sent an email to the membership on 1 May 2025, 5 days after this posting, stating that he was not in the closed session.  I will take him at his word, but it would be good to hear the board and the attorney verify this — no knock against any individual, but such things should be verified.]
• The board states “property values are going down”.  This is factually incorrect.  When we heard Jerry state this, we have observed steady increases in property values including recent sales and also asking prices.  Simple check on Zillow also indicate appreciation.
• The board describes what it calls “invalid or illegal votes” based upon the policy established in 1993 bylaws permitting counting of non-returned ballots as “yes” for major written votes.  The board’s position is ridiculously misleading and unfair to the members.  We could debate, and perhaps a court could decide on whether such votes are proper.  However, the board’s position was to unilaterally decide that all governance was illegitimate going back to 1995.  Thus, it decided, among other things, that the money collected as dues increases was also illegitimate.  What is striking here is that the board president and vice president campaigned heavily on this issue claiming that the members were disenfranchised because not voting constituted “yes” voting (instead of “no” voting which is the legal default).  However, then the board reversed 30 years of governance without allowing a member vote of any kind!!!  More importantly, it is hard to imagine a court backing the idea that a board can vote to remove 30 years of governance without proper (and legal) involvement of the membership – which according to bylaws (and state law) require a 2/3 vote of the lots.  To make the matter more ridiculous, the policy of counting non-returned ballots as “yes” was already repealed in 2015 (ironically requiring the “automatic yes” votes to do so).
• Jerry/the board talks about “constant conflict in the neighborhood”.  This is misleading, as those of us living in the airpark have seen that the board/Working Group has created much of this acrimony with constant threats of lawsuits against prior board members.  The worst case of “trash talking” as they cite was the spreading of a derogatory video concerning a prior board member–done by the very people who complain of the discord in the HOA!  One would be unwise to assume that this group will suddenly behave well once they get their way.  Rather, it would be wise to assume that they desire something that they are not sharing with the group writ large, especially since the Working Group includes many who hold substantial lands around the airpark outside of SAEPOA’s coverage.  Don’t expect everything to be nice and neighborly, just that you will be unempowered to deal with the problems they create.

The benefits the board claims you will experience if you dissolve:

• The board says “covenants and architectural protection stays in place”.  This is questionable, as, although possible, your enforcement mechanism has been greatly diminished.
• The board says “money can go back to the homeowners/members”.  This is questionable and problematic as stated above.
• The board says “peace in the neighborhood”.  This is highly unlikely to change, as the ones pushing for the dissolution are also the ones who regularly and openly threaten neighbors.
• They talk about a “friendly neighborhood”, saying that our nearby development, Aero Monte Vista is friendly and fine, at least according to the developer.  This argument is certainly debatable.  Keep in mind that this neighborhood is in a different stage of life, with much of the land and control under the developer.  Also, that the people are different.  At present, the same people who want to end the association are the same ones who regularly threaten legal action against neighbors.  Why would you expect this to change with the dissolution of SAEPOA?
• The board talks about a new “Sandia Airpark Volunteers” and the work they’ve done to plow snow, etc. as a way to take care of the neighborhood.   This is questionable.   Once the board gets its way, ending the incentive to convince the voters to dissolve, what guarantees that the volunteer association will continue to function properly, if at all!
• Finally, our board tips its hand by describing “PID-Road repaving”, where they state a plan to get a bond to cover roads.  This is disturbing and shows the misleading nature of the board’s effort to dissolve.  What this means is that instead of us taking care of the roads ourselves, we will pay the government to take care of our roads.  How much?  ABOUT WHAT YOU PAY NOW IN DUES!  How much control will you have, however, when all actions need to involve local government?  For example, what guarantees would we have that our increased property taxes would be used to benefit our roads in a timely way?  Could the bond be used to pave roads outside of Sandia Airpark Estates?  Could this include paving or other public works paid by the bonds for lands located outside of Sandia Airpark Estates owned by Working Group members?