Key questions that need to be addressed prior to any dissolution vote

Many questions should be resolved before such a serious and irreversible decision is made that could greatly (and negatively) affect your home and your investment value.  The Zoom meeting format with Board-only presentations, the “raised hand”, and the mute button makes discussion difficult for so many questions to get properly resolved.  Here are some questions on my mind, and you likely have your own:

1. Why exactly must we dissolve?  (see complexity below)
2. What happens to our shared assets?  (Real property of roads and common areas)
3. When is the court date on the Ponto et al. lawsuit?
4. Why is dissolution so urgent after over 30 years of functioning?
5. Why is the Board unilaterally ignoring NM Statutes 53-8-97 (permitting the vote to be done according to our Articles of Incorporation), and NMSA 53-8-95 (requiring that we follow our Articles of Incorporation as they are stricter)?
6. Why is the voting process biased toward members signing over an otherwise unlimited proxy to the Board president in exchange for their vote?
7. Why is the board the only entity that can handle proxies? Are they necessarily more trustworthy than other members?
8. When did the Board talk with the IRS, or a tax advisor?  What did they say?
9. Would dissolution really provide a better IRS legal shield than the corporate shield?
10. Did the Board choose to unilaterally “roll back” bylaws to 1993 or to 1995?
11. Depending on the year and the policy, how will they calculate refunds?
12. How can we conform to IRS rules if we send refunds to people who never paid?
13. Who will oversee the dissolution process? The current Board?
14. Is it the Board who decides on what happens to our real property?
15. Do any key board members have any potentially conflicting financial interests
16. Could Board financial interests affect decisions about disposal of real property?
17. What nonprofit/for-profit organizations do the board intend to work with?
18. Is our board willing to resign if their push to dissolution fails?
19. What will the board do if they remain in office and we do not dissolve?
20. Does the Board’s statement that it will do no productive work (e.g., maintaining roads, charity, paying required fees, etc.) constitute abandonment of duties?

This list could go on substantially.  Furthermore, many questions have complex components.  For example, the first question, “why must we dissolve?” has so far been given four (rather different) answers by the board.  So far:

–          They have said that we must dissolve because of IRS problems.

–          They stated that we need to surrender to the Ponto et al. lawsuit.

–          They say that prior voting rules make us “illegal”.

–          And, they say that we must dissolve the HOA to restore harmony.

None of these topics have really been discussed properly.  A 90-minute Zoom does not work for this because: (a) individuals will not get through the questions with so few opportunities to ask, and (b) no opportunity is given for give-and-take to gain a proper answer to the questions from the Board or from general discussion.  The Zoom format assumes that the Board has all the answers, and that the membership only has questions or comments.  No provision is made for back-and-forth, which is critical to understanding these issues because of the complexity of the issues.

Perhaps we would communicate better if the Board would provide the required minutes from any of the meetings (none provided so far), or failing that, the recordings from 2 out of 3 meetings.  Discussion could have also been furthered if the Board had held the required regular open member meetings.  Perhaps, most basically, the Board could just talk with the members neighbor-to-neighbor rather than behind the wall of Zoom meetings with the controlled process.

For this reason, we will hold another Town Hall meeting at the Suddarth Hangar on Wednesday, 14 May.  We hope that the Board will be willing to come and discuss, face-to-face, these questions.  At this meeting, we intend to also help those with questions about the propriety of the proxy process put forth by the Board and to help people handle these proxies properly without surrendering their vote blindly to the Board president, unless they wish to do so.

Your neighbor,

Steve