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Author: Steve Suddarth

  • Advice To Members For Filling Out Your Ballot

    The upcoming vote is a very important one and it could greatly affect the value of your property. Our Board is now seeking another two years of total control, as well as very hasty approval of an entire new set of governing documents with almost no opportunity for the members to make a proper review and input.

    After receiving and looking over the new ballot, we noticed a few things:

    1. The Board has once again added the codes at the bottom of the ballot, indicating a level of distrust of the members — at least to the level of “trust but verify”
    2. The Board placed themselves and their chosen candidates first on every list. There are studies that show that this can confer an advantage, sometimes a substantial one.
    3. We see no provision for member involvement beyond that of the Board from the time you mail your ballot until they are counted in the meeting. (In other words, your ballot could get lost, and you would not have any way of knowing if/how/where this happened.)
    4. The “Ballot question” page does not specify in clear legal terms what set of governing documents are being approved. (i.e., no versioning, titles, dates, revision numbers or any clear identification of the documents is given). In addition to the process being very hasty, it might be possible for the Board to make modifications from the documents shared up to this point.

    Therefore, we wanted to provide the following advice to help make the process straightforward, and to provide you with a level of confidence that we can “trust but verify” the actions of the Board as well.

    1. Fill out the ballots in the manner shown below.
    2. Ensure that we have knowledge of your vote so that we can verify the process. Doing one (or both) of the items below can help greatly:
      • Scan, or take a cellphone photo of your filled out ballot and share it with one of the following people:
        • Steve Suddarth, director@transparentsky.com, (505) 803-2684
        • John Lorenz, john@fracturestudies.com
        • Kelly Tanis, dukecitydatsunclub@outlook.com
      • Hand-carry your ballot to the meeting (although you then need to make sure you will be there on time).

    Here is how to fill out the ballot:

    • Page 1 of Ballot – choosing candidates
    • Page 2 of Ballot – Governing documents

  • We Don’t Need New Rules — We Need a New Board

    At the very last minute, our board decided to push a surprise change to all of our founding documents, including a massive change in your voice (to reduce it), and a change to their power (to increase it).

    The Rules Don’t Matter To This Board

    Meetings and Voting: The best way to understand how someone will operate under new rules, we need to look at how well they operate under the existing rules.  Our current board has completely failed at this.  They demonstrated this during their most recent board meeting where our Vice President stridently stated that quarterly meetings and member voting were suspended because, in the Board’s words, the tax problem was serious enough to preclude all other activity.  According to them, we couldn’t hold meetings or votes until they resolved the issue to their own satisfaction.  Thus, the Board selectively chose to deprive all members their votes — even their meetings — based upon their own declaration of a sort of organizational “state of emergency”.  Given what is in the new documents (removing quarterly meetings, and removing most items on which we previously voted), the Board has signalled that it never had interest in member participation anyway.

    However, the quarterly meetings, including motions and voting, are a requirement, and not just when the Board decides to allow it.

    Required Approval of Contracts: The Board authorized itself substantial expenditures on lawyers, at least $15,000.  According to our Bylaws, all contracts must meet two requirements: (1) to be selected by the President, and (2) to be approved by the SAEPOA (membership).  The Board chose to disregard this requirement.  When challenged, the board VP stated that such approval was not needed, because the mere election of the board members sufficed for them to act on behalf of the organization — again a complete disregard for our governance.  Again, the Board has signaled its disrespect for the membership in their proposed restated documents, in which the membership would only have a voice for contracts of over $50,000!  This is an insane amount, as we have not issued a contract that large in the last 20 years.  In fact, the proposed $50K contract level is about the same as an entire year’s receipts for the Association!

    Getting member approval of contracts is a requirement — not to be disregarded.

    Unilateral Change To Governance: In January, we members had to listen in as the Board chose to roll back governance to 1995.  (They have since modified that stance — but only in part.)  Their logic was the prior voting policy was “illegal” according to themselves and selected lawyers opinions (NOT a judgement or a member vote).  Thus, without any member voting, they simply reversed things (dues, governance) with no voice whatsoever to the membership!  Furthermore, we can find no record of legal filings of their changes with Santa Fe County (also a strict legal requirement).

    Such actions require proper voting or judgments!

    General Courtesy and Duties:  In a recent board meeting, a member asked for clarification about an overdue request for readily available financial records.  Timeliness matters because of the election.  The Board balked at the tardiness, said that it was busy, and would get the document at a future time that the board would not specify.  According to NM HOA statute (Section 47-16-5D), SAEPOA owes the member $50/day for failure to comply with required a 10-day timeline.  When the member reminded the Board of the state law, the Board indicated disinterest and challenged the member to sue the HOA to get any fine paid.  Challenging a member to sue for a simple issue of regulatory compliance is striking.  Why not simply comply with state law and provide the documents?

    Before our board expects members to approve a total change of our governing documents, this board must first show that it can govern according to the existing rules. 

  • Letter to Members Regarding Upcoming Votes

  • The Board Made a Few Changes To Their Proposed Documents – But Not The Ones Most Needed

    On Thursday, 9 October, our Board held another one of their Zoom-only board meetings (“mute button” and all) to discuss inputs and change to the proposed documents (Restrictive Covenants, Articles of Incorporation, and Bylaws).  Although the meeting covered some topics beyond the proposed changes, in this blog entry, we’ll focus on the changes themselves.

    The Board assumed that all changes were folded into my written input that they have shared with the membership as a whole.  Unfortunately, this is not the case, and other members have also shared many items.

    For the most part, the suggested changes were dismissed, but the following changes were proposed, and you should expect new wording from the Board in the near future.  Furthermore, the Board made it clear that they intend to still vote on the revised documents at the meeting in about 2 weeks.  In my opinion, this is incredibly hasty, but they intend to go forward anyway.

    Although the documents were edited in several places, the actual changes to content are few because there are several repeated sections and references within and between the documents.  Here are the changes that they decided to make.  They will possibly make others in the revision that they promised to release:

    1. The board struck the entire “indemnification” section that we have talked about many times (very confusing, convoluted, and clearly absolving the Board of all legal responsibility, no matter what).

    2. The Board added language to clarify that an affirmative vote of 66 lots would be required to dissolve (similar to our existing documents, but ignored by the Board in the May attempt to dissolve).

    3.  The Board agreed to require member votes to transact real property, adding paid staff, and to issue contracts, but only for contracts of greater than $50,000 value (thus this will likely never be voted on).  In all of these cases, the affirmated 51 vote requirement is added (please see the blog here to see why these votes will be difficult).  The difficulty of the votes will likely not matter, however, as it is very unlikely that any such votes will be taken (more on that later).

    4. Some caveat words were added for a contract between SAEPOA and Sandia Airpark, Inc., regarding the restoration of payments for runway access.

    5. Language was added to allow for special assessments.

    6. The Board added language in the Restrictive Covenants to require hangars on all new construction projects.  There was as a new addition, and so final language is probably still in draft.

    In my opinion, although the documents were modified, they still are too risky, and they take away too many of your rights.  Most notably, provisions were not added for quarterly meetings, and the Board signaled no interest in ever resuming in-person meetings for all but those most essential (such as annual meetings or their prior attempt at dissolution).

  • 51 Votes is a Trap

    Join me in a thought experiment. 

    A Hypothetical New U.S. Constitution

    Imagine that we had a U.S. President who suggested that our current U.S. Constitution was not properly ratified because it was only signed by white men.  Furthermore, we had allowed slavery in our earlier days.  Therefore, all Federal Law is “illegal”, and we need to reverse all law. (By the way, this is an actual position taken by Elie Mystal, a commentator on MSNBC, C-SPAN, and PBS.  He refers to the Constitution as “actual trash”, and claims that all laws passed before the 1965 Voting Rights Act should be viewed as invalid.  In some sense, he claims that we either need to “dissolve” or at least “deconstruct/reconstruct” the USA.)

    Now, imagine if this President suggested a “fix” to this “problem”:

    1. A whole new constitution and set of federal laws will be written.

    2. We’ll start with the President’s draft, which he wrote in secret, and we’ll ratify it at the end of the month.

    3. The President’s new constitution addresses a few popular topics that have languished, such as providing better protection for kids against child predators.  So, the President pushes the benefits of having benefits (like fewer child predators).

    4. The President’s constitution, however, also has the following provisions:

    a) It will abolish the House and Senate, because decisions will be “steamlined” through the executive branch.

    b) It provides for no debate or discussion with the government outside of “special” activities called by the government.

    c) It will provide total immunity and “advance pardons” in perpetuity for all senior executive officials, and anyone they designate.

    d) It will provide a very simple check on executive power through popular vote. (Let’s talk more!)

    About Our Hypothetical U.S. President’s Popular Vote:

    Imagine that the President said that the people could reverse any decision he or his cabinet made “simply” by showing that a majority of Americans actively voted against it in a special referendum.  Sounds simple.  We just trust the President and his cabinet to do everything properly, and if we disagree, we just vote him down.  Well, consider this:

    – The hypothetical President did not refer to a majority of those voting, but rather a majority of all 262 million Americans eligible to vote, so you would need over 131 million votes to negate his action.

    (As a reference, the highly contested 2024 presidential election had a total of 155 million votes cast.  131 million votes would be a nearly 85% majority of that total number of votes.)

    – Further, imagine that this new constitution made no provision for how the special election takes place.  Perhaps when public outrage grew to where over 131 million could possibly vote down an action, the President and the cabinet would simply not call for the election, and would not allow for the provision of the election to be arranged by the public.  It’s possible that a legal fight might result in the referendum, but the process would be very difficult and very long.

    – The actions of the President would be executed with the stroke of a pen (like executive orders), but would require the above process to be negated, which might take months or years.  In the interim, the new law would be in full effect.

    – If the public is greatly harmed by the arbitrary actions of the President or his cabinet, the people would need to remember that all senior officials have absolute immunity.

    – In the unlikely even that the public actually won a “veto” vote, the President could just sign another decree to work around it.

    How is This Analogous to SAEPOA’s “Restated” Founding Documents?

    But wait!  You might ask how can you say that our small HOA is analogous to this hypothetical U.S. constitutional proposal?  Surely we can just veto board actions with the 51 votes as stated.

    Well, it won’t work.

    Consider that in our Airpark, 51 vote majorities are extremely rare.  Most votes have little participation.  Sometimes majorites are around 20 votes.  Recently, we’ve seen these numbers get larger, but only because things are more hotly contested/polarized.  (In other words, high voter participation is often a sign that there are serious problems.)

    Consider the 52 “yes” votes for dissolution that the Board loves to cite as evidence of the popularity of their move to dissolve our association.  Aside from mentioning that many people vote for things for many reasons, the Board also doesn’t mention all of the resources it put into tipping the scales in their favor:

    – Extensive selling of the dissolution resolution using the authority of the Board, including 4 meetings, a video and many emails.

    – Controlled member interaction through Zoom and the “mute” button.

    – A strange lawsuit to push the vote.

    – A direct mailing using authoritative statements from the Board telling the members how they needed to vote.

    – Another mailing (ironically) from the plaintiffs suing the Board telling members they needed join with the Board and vote for dissolution.  (We received our the same day — with eerily similar language between the two mailings.)

    – Proxies that were designed to push votes in favor of dissolution.

    – Of the two votes that were contested as questionable, the Board decided (without pre-stated criteria) to count 1 vote in their favor, and to not count 1 vote in their opposition.

    Even with all of these advantages, the Board failed to get the required 66 votes.  But more importantly, with the Board’s finger heavily on the scale, after spending 5 months of effort, they only got to 52 votes.

    How can we members reasonably expect we will reasonably organize the process in an HOA that no longer has meetings, raise 51 votes, and follow up with enforcement.  We will likely have to fight the Board even to have the votes taken and we enjoy none of the advantages the Board used in its push for dissolution.

    The proposed 51-member vote is similar to how impeachment in the U.S. constitution provides a false reassurance that the U.S. can get rid of bad public servants, but in fact impeachment doesn’t work.  (In the entire 249-year history of our country, no official, other than 8 judges, have been removed through impeachment.)

    In short, the Board knows that their 51-vote process would likely never succeed with a veto action.  No other check is placed on board power in their new documents.

    The Board will rule unchecked if you accept this.

  • There is a Much Simpler Fix For Our Governance Documents

    The Board has proposed a very complex set of new documents to define our Association.  After a detailed review of these documents, they appear to only do three things:

    • They remove references to being a charity and thus could be used to change our IRS status and remove a potential (but unproven) problem with IRS compliance.
    • These documents remove the Board’s accountability to you, the member, and give the Board nearly unlimited power unchecked by the members.
    • The documents muddle the relationship among the covenants (CCRs), Articles of Incorporation (AoI), and Bylaws, making them difficult to maintain in the future.

    This complex set of documents, 24 pages in all, represent a massive, confusing, and unnecessary change to our governance, and it only partially addresses the “IRS problem” because, although it modifies the documents, it does not take direct action to modify our IRS status.

    A much simpler option is possible by placing the following proposal for a vote by the membership.

    • Simply amend the existing Bylaws, removing all references to charity and stating the purpose as that of an HOA.
    • Rescind the status with the IRS at the same time.  (The Board must actually contact the IRS!)

    This change would even be simpler to pass, requiring only 66 signed votes, as opposed to 75 for the document change proposed by the Board.

    Here is a sample proposal:

    SAEPOA proposes the following action to modify official purpose of the organization from a charity to a pure HOA: (1) modification of Bylaws as stated below, (2) authorization of the Board to rescind our IRS 501(c)(3) status.

    1. Modification of Bylaws:

    Remove the second paragraph of Section I, which currently reads as follows:

    The Association is organized exclusively for charitable, religious, education, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of Internal Revenue Code, or corresponding section of any future federal tax code.

    1. Authorization of Removal of IRS Tax Exempt Status

    The SAEPOA Board of Directors is hereby authorized to rescind the organization’s 501(c)(3) status and operate as an HOA under the amended Restrictive Covenants, Articles of Incorporation, and Bylaws.

     

    ___________ FOR proposed change – i.e., rescind SAEPOA IRS tax exempt status

    ___________ AGAINST proposed change – i.e., keep SAEPOA IRS tax exempt status

     

    Member(s) __________________              Lot(s) ________________

  • Do the Proposed Governance Documents Fix Anything? – Unfortunately Not

    Friday, October 3, the Board released their proposed changes to the restrictive covenants (CCRs), Articles of Incorporation (AoI), and Bylaws.  The Board presented this as an example that they were, in fact, taking action, perhaps a response to my prior email and blog posts about the promises the Board has made but not kept.

    We were not given any of these documents in advance of the Board meeting, and we were informed of them with no prior discussion.  The Board, however, plans to vote on these new documents at the upcoming annual meeting, a mere 26 days from now.

    When asked for comment from the Board, I stated that I was “cautiously optimistic,” which I meant sincerely.  I reviewed the documents from that perspective despite these concerns:

    • Why now? – at the end of 2 years of this board’s inaction, just before an election.
    • Why was there no involvement or even prior discussion with the membership? – regarding all documents that define the Association.
    • Why were these documents developed “tabula rasa”? (without history)
    • The documents appear to originate from some template or example. What was it?
    • Who drafted the documents? (A particular board member? An attorney?)
    • Why are the documents locked so you can’t copy text from them?

    Unfortunately, the documents are much worse than I hoped.  See below:

    Here are some details:

    CCRs:

    The best of the collection is the set of restrictive covenants.  I only say this, because the document appears that it would do no harm, if it were properly modified to remove the sections that are erroneous and repetitive relative to the other documents.

    That said, the document also appears to do no good as well.  In other words, if we passed the CCR changes and nothing else, we would change nothing of any substance as opposed to simply leaving the existing CCRs in place.  There is no compelling reason for this change, and unnecessary document changes introduce unnecessary legal risk.

    The primary errors in these documents are found in Section II (Governance) and, to a lesser extent, Section VI (Architectural Control Committee and Maintenance Committee).

    • Section II largely contains prose that is repeated in the Articles of Incorporation. It describes in considerable detail about the SAEPOA board composition, election processes, even dates and schedules.  Most of these details are proper for the Bylaws and not the AoI or the CCRs.  Placing these details in the CCRs could make future modification very difficult.  It could also create conflict due to the repetitive nature – if one document is changed, the other must be as well.
      • Typically, CCRs do not contain any detail about property management associations – they are attached to the property, and thus are associated with restrictions on the land use.
      • Our existing CCRs are much better in this regard, only containing 2 references to the SAEPOA. One reference is just to define the term.  The other notifies lot owners that they are automatically, and of necessity, included as members in SAEPOA.
    • Section VI contains details about our two formal committees (architecture and maintenance). These details are more appropriate for the organizational documents (AoI and/or Bylaws), but they may be included here because the Board is still hoping to dissolve the Association, and therefore it may hope that these two committees continue as standalone entities.  We should reject this notion for multiple reasons – namely that this case would involve two “disembodied” committees without a reasonable method of election, enforceability, management, etc.

    Most importantly, although these CCRs were developed from scratch, I could not see anything that would change of any substance.  There were a few minor points, like a restriction of 3 aircraft per lot (why?), but I could not find any reason to change our current CCRs to these.

    I gave them a grade of “C+/B-” because they were unnecessary, but relatively harmless if the repetitive portions were cleaned up.

    Articles of Incorporation (AoI):

    The Articles are much more problematic.  They need more than just a cleanup of repetitive text, specifically, they contain changes that are harmful, or potentially harmful to the Association and the members.  The changes to the Articles also contain nothing of benefit (solve no major problems for the association).

    • Harmful – Article IX (Indemnification) is one of the most convoluted legalese paragraphs ever written.  For example, let me show you just the first sentence:

      “Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter, a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or while a director or officer of the corporation is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another corporation or of a partnership, joint venture, trust, or other incorporated or unincorporated enterprise, whether the basis of such proceeding is alleged action or inaction in an official capacity as a director, officer, partner, trustee, employee, or agent or in any other capacity while serving as a director, officer, partner, trustee, employee, or agent shall be indemnified and held harmless by the corporation to the fullest extent authorized by the New Mexico Nonprofit Corporation Act as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability, and loss (including attorneys’ fees, judgments, fines, taxes, or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors, and administrators; provided, however, that the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or a part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation.”

    • Article IX appears to say that board members are to be completely protected from any misdeeds. They already enjoy considerable protections via the corporate veil and protections from legal malfeasance when done with attorney advice, if in good faith.  Why is this page-long gobbledygook needed?  Could it cause harm?
    • Harmful – Article X (Dissolution) removed the prior protection against hasty dissolution, requiring 66 signed votes. Given that this board tried to dissolve the Association, and it ignored this provision, this change could lay the groundwork for another attempt by the Board.  Is the Board signaling another dissolution attempt?
    • Harmful — Article VI and Article VIII establish 51 vote thresholds for several actions (removing a board member, reversing a board decision, sanction an errant member).  On the surface, this appears to be a check on board power, but it is a much more difficult standard to reach a conclusion than our current requirement of a simple majority vote in a meeting.  Furthermore, the restated documents require a special meeting for such votes, and the document does not state that the members can call the meeting, and thus it is very likely that these provisions could never be exercised.  
    • Article VI (Director/Officers) is largely repetitive to Section II of the CCRs. Very confusing.  It’s even more confusing because this section would normally belong in the Bylaws.
    • Finally, Article XI (Effective Date) specifies how the Board plans to pass the new document. Current Articles (which would apply) require a signed vote by 75% of the members (75 lots must approve!).  This paragraph, however, simply says that the new measure would be passed by a vote of a quorum of 75% of the members.  Is the Board expecting to get away with passing this with a simple majority in a meeting of 75 attendees/proxies?  If so, it runs afoul of multiple guidelines that are must stricter.  This is perhaps an oversight, but there appear to be several major oversights.

    Again, there are no major problems solved by the proposed Articles.  There is no reason to take the risk of adding these bad provisions and bad writing.

    I gave this document a grade of “D” because it’s not acceptable, even with simple cleanups.  It would need substantial revision to avoid harm.  Even then, it adds no value to the Association.  Just stay with what we have – it’s cleaner and provides better protection.

    Bylaws:

    Frankly, the proposed Bylaws would be a disaster for the Association.  The proposed changes would formalize the Board’s tyranny over you, the members of the Association, and you would lose your voice as a member.

    Traditionally, SAEPOA members have enjoyed many rights and opportunities to rectify situations.  Jerry Powers illustrated this well when he moved for a vote during a meeting to ensure that the runway corporation be paid, despite board reticence to pay the due bill.  Jerry’s motion was seconded, and a vote was held requiring the Board to honor its obligation to pay the debt and we were kept in the clear again.

    Now, we have a board that does not respect our current Bylaws that require such meetings, motions and votes.  Our Board, largely run by Jerry, does not allow the same rights that he used to pay the bills.  (And this board has, in fact, not paid the bill, causing a compounding financial problem.)

    The proposed Bylaws changes would formalize the Board’s current disregard for member participation in governance.  Your voice would be reduced to simply being allowed to vote for officers once per year, in an election process also completely run by the Board.

    Let’s take a closer look at the problems:

    • Repetition (again!) – Article IV (Director/Officers) opens with the same repetitive prose that is also largely in the CCRs and the Articles! Again, any changes would require changing all 3 documents!
    • No quarterly meetings – The word “quarterly” does not appear anywhere in this document, because these Bylaws clearly eliminate quarterly meetings! However the quarterly meetings were your guarantee that you have a voice and an ability to repair damage from any improper board actions/inactions.  Perhaps this is why the current board is not holding any quarterly meetings in violation of the current Bylaws.
    • Provision for “special meetings” (4.4) – The proposed bylaws make allowance for “special” meetings. We have seen what is meant, because so far every meeting called by our current board has been deemed as “special”.  “Special” has come to mean that members cannot make motions or take votes.  In fact, all year, this board has only allowed one vote – their failed attempt to dissolve the Association.
    • Electronic meetings (4.5) – This section states that board meetings will provide for electronic means of connecting. Although this is not harmful, and perhaps helpful, we now know that this board has taken the view that meetings should not be held in-person, and it appears to be a means of squashing dissent.  Although it’s fine for meetings to offer electronic presence, we need a requirement that the meetings be held in-person even more.  These two are not mutually exclusive.
    • One of the most disturbing sections is the bizarre “Manifestation of Dissent” (4.6). Our current board campaigned on ending “automatic yes” votes that had already ended years ago.  Now, they have reintroduced a strange “automatic yes” vote within the Board, in which any dissenting member must be extremely clear on their dissent, make sure the dissent is in the minutes, or dissent promptly via registered mail.  Otherwise, they are automatically counted as having given their agreement with what the board leadership has proposed.  So even board members are being stifled if they disagree!
    • These proposed Bylaws specifically prohibit the creation of any committees outside of architecture and maintenance (Section 4.10), perhaps to ensure that members can’t request committees to do things like address governance or nominations.
    • No restrictions are placed on the President regarding authority to make contracts or otherwise bind the Association. The prior restraint requiring a member vote is gone in this new document.  We know that the current board ignores the requirement in the Bylaws for such approval.  These Bylaws would formalize it, and you will have no ability to register any dissent or restraint as a member.
    • Article VI (Contracts, Loans, Checks, and Deposits) – Makes it even more clear that the Board is the sole entity with a role in any major decisions. All checks/balances from before are removed, and the Board can go as rogue as it wishes.
    • The Bylaws conclude with the same confusing statement about approval with a quorum at a meeting, rather than the required 66 votes.

  • No, Mr. Middleton — Proper Meetings are Not Happening

    In a recent email, I was accused by Mr. Brent Middleton of “gaslighting” regarding a number of issues, including my statements that the Board has not held proper quarterly meetings and that the Board has denied the members acceptable means of feedback.  These characterizations don’t match reality, however, and the mismatch affects you as a lot owner, as it jeopardizes the decision-making process and thus could have serious consequences on the value of your investment.  It’s also not a great way to run an organization.

    Quarterly Meetings:  The board member’s email stated:

    “the board HAS conducted ALL required quarterly meetings and has had MORE ATTENDANCE and PARTICIPATION than any other board due to the Zoom meeting option.”

    Well, unfortunately, it’s just not so.  Has this board held meetings with the membership? Yes, in their own controlled and restrictive way.  Has this board held quarterly meetings?  Absolutely not.

    Quarterly meetings are for membership participation, which most importantly includes the ability of members to vote on business that requires membership votes (like approving contracts with attorneys).  Quarterly meetings also allow the general membership to make motions for topics to be discussed and voted on.  Over the past year, the Board has held no such meetings – not once.

    Every meeting held by the Board this year has either been a formal board meeting, or a “special” member meeting, meaning that the Board has specifically disallowed motions, votes, or open discussion periods.  For the most part, communication has been one-way (more on that later).

    Participation:  Brent said:

    “We ALWAYS allow comments and questions, in fact WE ALLOWED YOU, STEVE, 20-30 MINUTES ON A ZOOM CALL IN SPITE OF A 3 MINUTE COMMENT LIMIT! So when you come off with “they are not transparent and censoring us” you are far from being truthful.”

    There’s a lot to unpack here.  First, the comment periods are indeed limited.  One exception was cited above, namely the meeting on 14 May in which I was “allowed” (to use their words) 20-30 minutes in a back-and-forth discussion regarding the dissolution vote this board had scheduled for a mere 8 days hence.  The board actually began the meeting asking me to speak in this manner (interestingly with no prior notice), but this was because I was representing a large group of lot owners who had previously participated in two of our Town Hall meetings to discuss the same topic.  In other words, the Board specifically stated that they were suspending their 3-minute limit specifically for that one exception.  No other members were afforded this opportunity, and this was a one-time opportunity.  Brent is aware of this.

    Now that we’ve established that there was the single exception above for comments, let’s talk about what is normal.  Normally, the meetings only have a Q&A period at the end complete with microphone muting on the participants using Zoom.  In other words, we are now running our meetings for an HOA with only 99 lots like it was a city of some magnitude.  Meetings typically have fewer than 40 actual people participating (even with Zoom), so we’re saying that this small number of people needs to be regulated to timed Q&A periods.  In most cases, each participant is given only one time slot, and there is no back-and-forth.  The format is fine if you agree with the Board, but it is wholly inadequate if you need to question their decisions or logic.

    The process is exacerbated by the fact that the Board makes all decisions prior to any input from the membership.  You might say that the Q&A is more about the politics of coping than it is about community participation in decisions.

    In general on meetings and gathering in person, Brent said:

    “ ‘If this board had allowed good communication with the members prior to any decision’ EXACTLY why we have Zoom meetings so EVERYONE can participate instead of being bullied at physical meetings. Maybe not everyone knows that we have had to request POLICE PRESENCE at past meetings because of threats/out of control members? (see Karen Davisson video), Jeff Johnston Yelling out at meetings, Teresa Benton yelling ‘[expletive deleted]’ at my wife during a meeting, on and on. MANY members have expressed their unwillingness to attend meetings because of this.”

    There’s a lot to unpack here.  Let’s start with saying they have Zoom meetings so everyone can participate.  No problem there.  It’s entirely possible to have in-person meetings and Zoom at the same time.  That’s a red herring.

    As for the request of police presence, I only know of the case this year where the sheriff’s deputy was present at the 22 May dissolution vote meeting.  I am aware, however, that the deputy came at the request of a general member (not the board) and she was invited simply to help ensure that the meeting happened in a civil manner and that people were allowed to get in freely.  You are welcome to correct me with any specifics of where you needed police protection.  However, simply stating that someone went on a tirade or shouted in a meeting is not sufficient to state that we are somehow incapable of meeting.  It’s also inappropriate that you claim that the shouts only come from those who oppose the Board.  Board members themselves have conducted themselves similarly.  Somehow we’re going to need to learn to get along.  I recommend that we start by actually seeing each other.

    Conclusion:  Our current board has recently tried to perform the most extreme action – to dissolve our HOA and replace it with something they refuse to state.  We don’t know what they will propose now that that failed.  Our ability to hold open discussions and proper votes will be key to working our path ahead.  You should not surrender your representation.

  • A Very Strange, Unfair, and Unbalanced Election Process

    I have lived in this airpark for 18 years, and so far, this board has run the worst election process I have seen.

    • When I began with simple questions about processes and nominating, the Board responded with attacks on me because of my questions about a nominating committee. (the overused “disservice” and “misinformation” claims.)
    • Next, they announced a deadline for nominations within just 10 days — by 8 September.
    • They stated two requirements: (1) statement of candidacy, and (2) a statement of willingness to serve.
    • With some difficulty, the membership willingly (and dilligently) responded by the Board’s short (and likely arbitrary) deadline with nominations.

    From that time forward, the Board continued its process of unbalanced action.

    • The board attacked those who sought information on nominations from the Board or its allies.
    • They stated that the Board could not respond in a timely manner because they all held full-time jobs.  (Although we are unaware of such employment for either the President or Vice President.)
    • The Board stated that they needed time to “confirm” nominees, although:
      • The only two board-level nominees were from the Board itself (easy to confirm!)
      • No effort was made to reach out to the nominees from the membership at large to “confirm” their intentions.
      • Mistakes were even made in the list that would have been easily fixed with such “confirmation”.  (E.g., Deborah Suddarth is not running for the Architecture Committee.)
    • Two weeks passed! — multiple reminders were sent.  Finally, the board responded.
    • The list of candidates does nothing to show that those newly added candates (from the Board/allies) did the necessary steps to confirm their candidacy in the proper way.
    • The membership has no way of knowing if the Board is even following its own rules.

    When  I asked the board at the conclusion of their nominating period (8 September), they indicated that I was too impatient.  However, I remember that just last year (with the same people in charge), they were adamant that nominations had to be in place, absolutely at closing time!  This was shown by the fact that they refused a nomination from Deborah Suddarth for Architecture Committee one day late.

    The Board has a set of standards for the membership — and another set for themselves.  This is going to be a difficult election for gaining confidence in fairness.

  • Why Does The Board Keep Accusing The Membership?

    Our board is a bit tiring.  When will they stop labeling all who disagree as “liars”?

    I have to admit, I’ve gotten used to it.  Regularly, the Board tells people that I do a “disservice” and that I spread “misinformation”.  They never give specifics — they just level the accusation.  We see, however, that anyone who crosses this Board is similarly denounced.

    Recently, one of our new residents, Kevin Pace, who is running against Jerry in the upcoming HOA election was denounced, saying “spreading false information is unfair to both the members and the current Board”.  This is consistent with all who either challenge the Board or disagree with its arguments.

    I have these questions for the Board:

    Why not simply engage in the discussion?

    • Why can’t you meet with the membership to resolve the issues (like you said you would after the 22 May meeting)?
    • When are you going to show the “options” (for HOA governance) we should vote on?
    • What are those options?  Why aren’t we talking about them now?
    • When are you going to hold the required quarterly meetings (yes, with votes!)
    • Why are you afraid to have in-person meetings?
    • At what point would you decide that we are legal to do business again and spend money on something productive, rather than lawyers that only talk to you?
    • What will it take to get you to pay legal debts owed (like runway access fees)?
    • Since  you (unilaterally) decided that all dues collected was illegal, why don’t you refund it now?
    • Why can’t you talk to your neighbors?

    The Board can keep calling its neighbors liars, or even say that we “make your brain dry out”, as they did at the June Town Commission meeting!  It still doesn’t change basic facts.  Why can’t the Board simply do its job and work with its neighbors?

  • Who Is Really Undermining Fairness and Democracy?

    In a recent email to Kevin Pace regarding a series of questions he presented to the Board, the Board responded that they were:

    “the only board to tackle the serious issues created by prior boards over the last 25 years, including violations of IRS regulations and illegal voting prcuedures that undermined fairness and democracy.”

    Unfortunately, there are so many wrong things about this board that it’s hard to know where to begin, but I want to focus on this topic for a moment because it illustrates how they run things.  Like many autocracies, they insist that they (and only they) are the guardians of democracy while their actions completely belie their words.  Perhaps we could tolerate an autocracy if it were competent — but this one is also incapable of setting a consistent course or even performing the most basic duties.

    Let’s talk about this Board’s version of democracy.

    Since taking office, this board:

    – Removed 30 years of governance in January, stating that all changes to governing documents (Articles of Incorporation, covenants, Bylaws) were void.  Their justification was that they were enacted by “illegal” voting procedures (the so-called “automatic yes” votes that were repealed in 2016).  However, they could produce no case law, legal judgments, etc., to justify their claim.  When challenged as to whether they needed to now have a vote using proper methods (2/3 written vote majority), they balked and passed the change as a simple board action!  No membership votes were used to reverse 30 years!  (The Board’s action is what’s really illegal — in spite of what they say!  You deserve a vote!)

    – In the same board meeting, they declared that all dues increases, leveling, etc. were also void for the same reason.  Again, no membership votes — just a board decision.  Once again, they used the word “illegal” to describe any actions they didn’t like and used that as justification.

    – On 12 May, the Board was challenged with a consequence of their actions.  By reversing all governance to 1995 as they stated in January, meant that two members of the board (Vice President Jerry Powers and Secretary Brent Middleton) had terms that already expired, and the President and Treasurer would be up for election this October.  The Board (Jerry) refused to respond on the spot.  When confronted on the same issue in the 22 May dissolution vote meeting, Jerry said that they had changed their determination on governance.  At that point, they stated that the rollback in governance only applied to dues, and not to other issues.  Thus the board would continue unchanged (and they would remain secure in their offices).  So — without a membership vote — the Board just changed the rules to fit its objectives.  No democracy.  This is simply the rule of Jerry.

    – The Board is supposed to have quarterly membership meetings that allow for the membership to debate freely and to make motions that can be voted on.  This board refused to have any such meetings.  It allows no votes other than board votes (where they decide everything themselves), and the one special meeting  to attempt dissolution.  They only held that meeting in the manner that they did because their attorney insisted that this was an absolute necessity to attempt to get what they wanted.  The Board has deprived completely the membership of its rights to make motions and vote, yet the Board claims to represent “democracy”.

    – The Board refuses to dialog with any members that are opposed to its agenda.  They have stated in email that this is because of pending lawsuits that prohibit discussion, but this rings hollow because the Board openly dialogs and socializes with the plaintiffs on one lawsuit (the suit for dissolution), while refusing to dialog with those who are not even on lawsuits, but simply oppose their plan to dissolve the HOA and the Board’s desire to give the roads to an undisclosed recipient.

    – For those who read the text of the dissolution documents that the Board proposed in their failed attept to dissolve the Association, they saw the autocratic view of the Board.  If the resolution had passed, the Board would have been given “absolute discretion”, “without further action by the members”, “pay and authorize payment”, “collection, sale, exchange or other disposition of the Corporations property and assets”.  In other words, you would have given complete authority to the Board over your property.  This might have been less extreme if the Board had said what it was planning to do with your property — but it refused to be transparent, and it continues to refuse transparency!

    The claim that this board represents any kind of democratic process rings completely hollow!

  • What a New Board Could Do

    A most recent email from Mr. Ponto (yes, the same one suing the Association) indicated that those opposing the current Board have nothing constructive to offer.  This is quite untrue, and for this reason I would strongly urge members to vote for the slate of nominees that just announced for office last week.  Here’s why:

    1. We need to restore (and improve!) the operation, governance, and community activity of the Airpark. This includes:
      1. Holding regular meetings in person.
      2. Paying our bills to legitimate creditors!
      3. Establish proper insurance
      4. Talking freely with the membership.
      5. Overseeing (and paying for) airpark upkeep.
      6. Hosting community and charity events.
    2. We need to resolve the issues that have been raised, permanently and properly!
      1. The IRS question should be resolved properly and finally, whether that involves getting some sort of understanding with the IRS, changing the tax status, whatever.
      2. Meetings and discussions should be held regarding whether any Bylaws changes should be considered.
      3. Open discussion about dues fairness, seeking the most amical resolution possible.

    Of course, we have to be realistic about the following:

    • The long-term issues (such as Bylaws changes and dues) may take time to resolve the differences among airpark owners, and that we may have to accept the best consensus possible. Be assured, however, that any such changes will require a 2/3 majority of the lot owners (66 of 99 “yes” votes).
    • In the short term (over the next year), the current Board will likely be under the influence of Mr. Powers (2 of 3 voting members will be from his group). Thus, newly elected members will be limited in their actions until a year from now.  Alternatively, the remaining board members could resign (a great idea)!

    Please keep in mind, that even with minority membership on the Board, the following improvements can be made immediately:

    • New board members can communicate freely with the entire membership – something that has completely broken down.
    • The new members can demand public meetings, and that they occur regularly.
    • The stranglehold on legal assistance will be broken. Our current Vice President will no longer be our only way of interfacing with legal professionals.

    The last of these items may be pivotal in resolving the disputes and lawsuits facing the association.

    Protect your investment.  Vote for these new candidates!

  • Reminder About a Constructive Way Ahead

    In a recent email, Mr. Ponto challenged me claiming that those of us opposing the current board “haven’t offered anything constructive to solve problems that have built up over decades.”

    This is simply untrue.

    Repeatedly, and regularly, we have suggested the following, to no effect.  In May, I emailed and posted a rather detailed set of suggestions at https://kloudcraft.com/blog/2025/05/29/email-to-the-saepoa-board-invitation-to-dialog/.  We got no response, unless you include the tirade that Board members made at a town commission meeting, claiming that we were trying to set up a “shadow board”.  While that accusation is untrue, the content of the suggestions were real, along with the invitation to dialog.  Here’s a short summary.

    1. Contact the IRS to resolve our tax status in some form of final finding. Pay what is owed (if anything), as it will likely be less than what we are spending on attorneys and bad blood.
    2. Contact an actual tax attorney (attorneys who hold themselves out to the public as such – not what we currently have).
    3. Hold open meetings among the membership and form committees, as necessary, to resolve what should happen with:
      1. Common property, such as the roads.
      2. Determine if we need to make any Bylaws changes or make any other structural changes.
      3. Decide what we want to do going forward regarding community activities, charities, etc.
      4. Organize social events and activities for the neighborhood.
      5. Determine how to “fight fair” (rules, etc.)

    Furthermore, the Board should simply do its job, rather than avoid its duties for airpark upkeep, meetings, charity, etc.  It should also avoid spending our money on attorneys as much as possible.  We have a lot to fix.

  • Regarding the 3 Sep 2025 Town Hall for nominating election candidates

    I want to address the Board’s request for transparency from the informal Town Hall we held for election nominations.  Last week, when challenged by the Board (through Brent Middleton) to provide a meeting record, I responded that we would try to provide a recording or minutes from our Town Hall last Wednesday.  During the Town Hall, some participants objected to providing recordings as it unfairly provides information to Board members who have previously used such recordings to select material for personal attacks.  Meanwhile, the Board shares no information at all regarding its activities or deliberations.  I have balanced both positions, and I am providing the following summary (essentially minutes).  I also challenge the Board to show similar transparency to what they are asking from the general membership.  We members are providing minutes from our informal meeting, shared as a courtesy.  In contrast, such transparency is required on the Board’s part, but so far, it has essentially provided no information to the membership.  It is my sincere hope that the Board will not engage in a double standard.

    Please keep in mind that ALL lot owners were invited to the Town Hall, and Zoom was provided for those not in the Airpark.  No board members, nor any of their allies in the “Working Group”, came to the meeting despite repeated invitations.

    Here is a summary:

    The Town Hall focused on nominations for upcoming elections. Discussions highlighted the current board’s ineffectiveness and disinterest in supporting the HOA—thus the need for a new board. Key issues included alarmism over the Association’s 501(c)(3) status, failure to take any action to resolve the tax status, the Board’s attempt to dissolve the association, see-sawing governance rules, and attacks on members by the Board.  The group discussed removing problematic board members and replacing them with members would: (1) resume HOA duties, (2) pay bills owed, (3) support charities, (4) stop wasting money on lawyers, (5) disclose any hidden business interests, (6) protect our collective assets, and (7) restore a sense of community and fun to the Airpark.

    It’s expected that 2026 will still be challenging, as only two positions are open for election, and the association members must continue to resist Mr. Powers’ attempts to dissolve and give away our property to “someone”.  However, we can start healing in this neighborhood by reducing the influence of this destructive board and perhaps also by assisting a speedy and successful end to the litigation we now face.  SAEPOA can make a full recovery after one year (for 2027), perhaps sooner with cooperation or resignation of remaining board members.  The group also discussed a desire to improve on governance in general – better than all prior boards, not just the current one.  Defining an ideal future for the HOA is something in which we should have general discussion.

    The group discussed potential candidates, emphasizing electability and knowledge.  Possible candidates for Vice President were suggested, as well as possible candidates for Secretary.  Consensus emerged over those potential candidates.  In the following days, the candidates would be approached.  These candidates have all shown dedication to the welfare of the community and seek to build up the organization that they would serve.  Preference would be focused on those who have avoided lawsuits and have shown willingness to work with all parties in the Airpark, while seeking candidates who are interested in building up the HOA, the community, and our joint property.  Only certain names were discussed in the meeting, but the direction was clear, and candidates were to be sought in the following days.

    The result of the meeting, its follow-on (and some old-fashioned freelance volunteerism!) is the following slate of excellent candidates:

    VP – Kevin Pace

    Sec’y – Brad Case

    Architectural Control Committee

    Kristy Case

    John Gallette

    Jeff Johnston

    Maintenance Committee

    John Lorenz

    Dana MacMillan

    Deborah Suddarth

  • Town Hall – Wednesday – 3 Sep – 6pm – Suddarth Hangar, 40 Blanco

    Tomorrow we will host a Town Hall meeting in the Suddarth hangar to discuss nominations for the upcoming SAEPOA board elections.  

    We will have food and drink for those who come in-person, and we will also have a Zoom link for those who are away.  We ask (require) that those living in the Airpark come to the hangar rather than Zoom, reserving Zoom for those who cannot attend in-person.

    When: Wednesday, 3 Sep 2025, 6pm.
    Where: 40 Blanco Drive, Edgewood NM 87015

    or Zoom 

    https://us02web.zoom.us/j/8865752621?pwd=Z4Y0Jxwy5nXLYg37vZApbCX3i76k2c.1&omn=81912029323

    (Meeting ID: 886 575 2621, Passcode: SAEPOA)

    Here are some items we will discuss:

    1. What are the ideal directions for the HOA in the future? (i.e., why does this election matter?)
      1. Actually resolve the “tax issue”
      2. Restore proper governance (follow law, articles of incorporation, bylaws, etc.)
      3. Pay bills currently owed
      4. Find an expeditious and cost-effective end to the lawsuits
      5. Ensure we are properly insured
      6. Restart road maintenance, etc.
      7. Assist in any community events, charity, etc.
    2. Two positions are open for this election – Vice President and Secretary.
    3. Discuss potential candidates
    4. How will two newly elected board members restore order during the year that the other two positions are still held by the prior board that appears to only seek dissolution of the HOA?
      1. How can we (homeowners) best support these new board members?
      2. What positive actions can we do in the neighborhood to restore operation/order during that year, if possible?
      3. How do we prepare for the following election when we can fully restore SAEPOA and use it to secure our property rights and restore the neighborhood to proper operation?
    5. How should we look at our SAEPOA election in the context of the town commission election also coming up?

    We hope to see you there!

    Your neighbor,

    Steve

  • Why We Need a New Board

    We hope you have enjoyed a fun summer, and it is now time to address some of the issues facing our airpark.  Specifically, we should nominate candidates that can replace those of our current unusual board. (See prior blog posts for why this board is … remarkable).

    It’s now approximately 2 months until the next board election (early October).  Normally, the board itself convenes a nominating committee to search for candidates.  In this case, however, we don’t expect the board to do anything that is not self-serving, so we can expect that either they will simply nominate themselves and expect to run unopposed or they will likely nominate only those who agree with their agenda of avoiding HOA responsibilities and attempting to dissolve.

    For those new to the current political situation of the Airpark, the Board has a clear agenda:

    1. Convince the members of impending doom due to tax status and claims that past voting procedures were unfair. (Note: they have not allowed quarterly membership meetings or voting on normal issues despite their claims of prior voting irregularities. They also refuse to interact with the IRS or a proper tax attorney to resolve tax status.)
    2. Destroy the HOA.
    3. Transfer its assets (your collective property) to an entity (name undisclosed) that they will control, or at least influence.
    4. Abandon the normal duties of the HOA, claiming that it can’t do HOA work because we are formed as a charity, and claiming that we can’t do any charity because we are formed as an HOA. Thus, the only thing that the board allows is use of your funds to pay lawyers that serve their interests and administrative expenses at their own discretion.
    This agenda is possibly driven by outside business interests of one or more board members that may be in conflict with the best interests of the Airpark, but it’s difficult to know the nature and extent of the possible conficts.  Key board members refuse to provide full disclosure on the extent of the investments, their future personal real estate development plans, and how they may relate to the Airpark’s future.

    Recent Timeline:

    May 22 (2 months ago): The Board hosted the only in-person meeting of 2025 (despite the requirement for quarterly membership meetings).  This meeting was called for one purpose only – to attempt a dissolution vote of the HOA that fortunately failed. The board even promised a “refund” ($1,700) if the measure succeeded.  No other business was allowed to be considered or discussed. 

    June 4 (2 weeks after losing the vote): The Board sent a somber mass email stating that they would work with the membership to resolve issues they claimed were reasons for seeking dissolution. They used terms suggesting wrongful and illegal actions by past HOA boards, again without proof.  (Fear tactics again—again without proof.) 

    June 10 (See Town of Edgewood website, Town Commission Meeting, June 10, 2025, video): The Board has done nothing observable or documented in these past 2 months, except go to an Edgewood town commission meeting in which they:

    (1) insisted that we don’t own our property (roads), and

    (2) launched accusations against those who disagree with them using disrespectful terms unheard of in a public meeting.

    (3) wrongfully accused those who disagree with them of creating a “shadow board” and thus not respecting the authority of the board.

    July 9: The Board sent an email to the membership, clearly in response to a prod from one of the members, that can be best summarized as follows:

    • The Board claims it’s working on solutions (in private, without involving the membership although promised in the June 4 email).
    • The Board is defending against lawsuits (consequences of the Board’s own actions)
    • They’re “exploring” structural reforms to address the tax status (no specifics, no discussion, no sharing).
    • They solicit donations for “volunteer” efforts to do the duties of the HOA for which you have already paid dues.
    • They smear those who disagree with them, claiming (inaccurately) that those who are suing them are doing email campaigns and criticism. They accuse their opponents of “inaccurate claims, misrepresentations, personal attacks, and inflammatory rhetoric”.  They then invite “constructive input”, but the rest of the email indicates that they are working in private without any involvement from the membership.

    We have proposed the formation of committees to resolve problems. (Sadly, to date, no committees exist, nor has the Board communicated anything regarding what they view as required actions.) When we stopped discussing the way ahead, we were accused by board allies of not proposing a way ahead but simply criticizing their actions.  So, the Board and its allies see proposing a way ahead as meddling and not proposing a way ahead as destructive criticism.  We can’t satisfy this board, and in either event, this board does not respond to, nor reach out to, the membership.  We can’t create a healthy airpark with this board. Now is the time to change that.

    In short, we need a new board.  We need nominees to set this ship straight!  Please contact me if you’re brave and ready to confront the current Board’s mismanagement and abuse of power.

  • What an Ideal SAEPOA Board (and Nominees) Should Do

    The current board should resign completely and make room for a new board for reasons we have previously discussed.  However, absent that, we need to replace the two positions up for election this October (vice president and secretary).  As we think about who should be on that board, we should consider what the board should do.  This includes:

    • Resume performance of HOA duties, until/unless a clear legal restriction prevents it, such as a court order.
    • Resolve any questions about whether we are proper or improper with our current 501(c)(3) tax status. Take any required corrective action regarding tax status. (e.g. write a letter to the IRS requesting that the status be changed to a regular non-profit without the 501(c)(3) tax status).  Note: To date, there is no record of adjudicated wrongful actions by the HOA. None.  There is also no record of negative interaction with the IRS on the part of the Association.
    • Settle all lawsuits in the most direct way possible. (The Board can settle this one. No membership approval required.)
      1. The roads lawsuit is easy – just acknowledge that we own what we own – the roads.
      2. The dissolution lawsuit is also easy – if the tax status is resolved (see second bullet above), the lawsuit’s premise is moot.
      3. Reduce legal expenses, ideally to zero. (The Board needs no membership approval.)
    • Obtain HOA insurance.
    • Pay bills for debts clearly owed – such as paying the runway fees for which we are in arears, and which our current board refuses to pay.
    • Prepare quarterly Treasurer’s Reports:
      1. Disclose the state of our accounts to the membership frequently and thoroughly.
      2. Communicate plans effectively with the membership about the use of the funds for long-term objectives (such as road paving, even if it will take decades to complete).
      3. Designate a portion of funds to repair roads and other common property. (2/3 membership written approval required)
    • Hold the required quarterly membership meetings IN PERSON. Zoom can be used, too, to allow all members to participate whether they’re here locally or not.
    • Honor our founding documents and bylaws. Where 2/3 votes are required, seek them.  Don’t try to get around the membership.  (Amazingly, our current board campaigned on this issue, claiming that prior boards had not treated membership votes with proper procedure and respect.  Since taking office, the Board now rules by fiat, and changes the Bylaws, ignores the Articles of Incorporation, and makes sweeping changes with no voting whatsoever.)
    • Build up the HOA, make it better, and serve the community – rather than devote efforts to destroying it.
      1. Organize, lead, and participate in charitable events, as stated in our founding documents
      2. Host events to build up the airpark, rather than to divide it.
      3. Honor our commitments to the community – our roads are privately owned, but public access. Keep the access public.
      4. Invite the community to participate in airpark activities
    • Have fun!

    Unless all of our (4) current board members resign together (an appropriate action), the new nominees should expect a difficult year of service, if elected.  Those seeking to destroy the HOA (and perhaps the airpark) have entrenched themselves rather thoroughly in our board, and these new members would likely find that the remaining (incumbent) members (board president and treasurer) would resist doing those things that will build up the airpark, as mentioned above.  However, the effort would be well worth it.  Our neighborhood is a great airpark, in some sense the jewel of the East Mountains.  We should preserve it, improve it, and use it for the benefit of its residents and the community it shares.

  • Response to the Board Email of 9 July 2025

    What follows is the response to the Board’s email that was sent in response to Sarah Wilson’s “prod” regarding board inaction after the 22 May meeting in which dissolution was attempted by the Board.  This message was originally sent on 10 July 2025.

    Dear Board,

     

    There’s a lot to discuss from your email.  I must, however, point out that your email contains serious non-factual accusations.  To illustrate, I’ll break down your first point, “lawsuit defense”:

     

    • In speaking of the lawsuits, you refer to “one blocking the repaving of Rainbow Road”.  No such lawsuit exists, you know it, and you are highly mischaracterizing that particular suit, which merely seeks “quiet title”, in other words for a judge to settle that SAEPOA owns its property, namely its roads.
    • You say you are being sued by “Friends of SAEPOA” and say “nothing friendly about a lawsuit”.  You know that this is not correct.  I am the one who coined the name “Friends of SAEPOA” simply to give a title to the blog and gatherings that are welcome to all (including YOU!!).  I am not a party to any lawsuit, and you know that as well.  You are not being sued by “Friends of SAEPOA”, and you know it.
    • You say that we tried to stop the legal process altogether.  This is, again, a gross misrepresentation.  First of all, the “Friends of SAEPOA” took no such action.  I am aware that the plaintiffs on the roads lawsuit (not “Friends of SAEPOA”) sought an injunction for two items (1) postponing any dissolution vote until any ongoing litigation is resolved (what I understand is a normal process—an organization can’t dissolve until its affairs are settled), and (2) to require any such votes to be done according to state law.  Following the law would have required that you observe the vote process specified in our Articles of Incorporation that you chose to ignore in order to get around the 66 written vote requirement specified therein.
    • You mischaracterize the judge’s action, saying that “he did not stop the election”.  You don’t state that this is because the judge never ruled nor even heard the case.  The judge wasn’t even involved!  The request for injunction was removed from the docket because your 22 May vote happened prior to the hearing, and so the injunction was moot.
    • I seriously doubt that you spent tens of thousands to hold the vote on 22 May.  If you did, shame on you.
    • You only briefly mention the “other lawsuit” to stop what you call “IRS violations and other illegal acts” that you have only alleged and never proven.  You don’t seem to have any interest in pointing out that this lawsuit was filed by the personal attorney of one of the board members, and that the content of the lawsuit is in disturbing alignment with the arguments the board has used in its attempt to dissolve the Association.  (Effectively, this looks like the board is suing itself.)

    These are just the misrepresentations by our board in the first bullet of their email!

     

    Frankly, the tone of the Board’s email is unsurprising in that this board is still not reaching out to the membership, holding meetings, providing meaningful updates, forming committees, etc.  It’s completely unclear if they seek any resolution to their (self-defined) problems that are the Board’s justification for doing no productive work with the association funds.  They continue to spend only on administrative, legal, and insurance expenses.  Solutions are available if this board will only meet with, communicate, and in some cases, compromise with your neighbors, something it refuses to do.  It’s unclear what the Board has ever wanted other than the destruction of the Association and whatever they thought would follow such action (which the Board still refuses to share with the membership).

     

    Board members: you started with nearly $200K of our money in the coffers.  You’re spending it fighting your neighbors instead of helping them, but there is still probably well over $150K.  I recommend using it to pay bills such as the runway access fee that you owe, and to do the tasks that you now want us to pay separately for via “Sandia Airpark Volunteers”.  I will happily pay my dues to the Association to do its job.  I’m not interested in paying another fee to provide excuses to the board to avoid the work it’s supposed to do, and to use our dues money against us.

     

    Your neighbor,

     

    Steve Suddarth

  • Email to Edgewood Town Commissioners Regarding Statements at the Commission Meeting of 10 June 2025

    Dear Edgewood Commissioners

    Deborah Suddarth and I are residents of Sandia Airpark (40 Blanco Drive).  We are neither plaintiffs nor defendants in any of the lawsuits that currently embroil the Airpark and the Town of Edgewood, however we are concerned residents who seek to preserve the Airpark and to build up its role in the community for the betterment of all.

    After watching the video recording from the town commission meeting last Tuesday (10 June 2025), we saw the need to respond to the statements from attendees Former Commissioner Jerry Powers and Mr. Richard Baker.  These individuals are our current HOA board vice president and president respectively.  They came along with their group of supporters.  The commission topic at hand was the draft resolution regarding the disposition of the portion of Rainbow Road contained within the Airpark.  Our board and their supporters made statements that can be summarized as:

    1. They claim the roads in Sandia Airpark are already public. (belong to the Town?)
    2. They say that Airpark residents who disagree with the board are bad people.

    A fairer portrayal of the situation is in order.  To avoid cluttering your email, I have provided information in a blog post at https://kloudcraft.com/blog/2025/06/17/background-regarding-sandia-airpark-roads-and-the-boards-attempt-to-abandon-ownership-and-the-hoa/.  The post covers the following:

    • There are very good reasons for the Sandia Airpark HOA (SAEPOA) to remain intact and in ownership of its roads, for the good of the community as well as the residents of the Airpark.
    • The Board wants SAEPOA to abandon ownership of the roads, possibly related to their desire (and intense efforts) to dissolve the HOA as well.
    • The 40 pages of documents submitted by Mr. Powers do not confirm public ownership.  Rather, they show the roads are designated for public use, but not publicly owned.  (Private ownership, public use) See https://kloudcraft.com/blog/2025/06/17/review-of-40-pages-submitted-by-mr-powers-to-town-commission/.
    • The commissioners should not fear Mr. Powers veiled threat that they could be found in violation of the NM constitution.
    • Contrary to Mr. Powers statement that he is not seeking town maintenance of the roads (just ownership), he has sought town maintenance in the past and he will likely change his position again.
    • The fact that a prior board attempted (improperly) to put up a gate failed to pass.  It is wrong to state that the Town must take possession to prevent road blockage.
    • Potential conflicts of interest and relationships exist within Mr. Powers group that could embroil the Town in improper actions.
    • The SAEPOA Board’s opponents are community-minded people that the Commission should listen to.  The board’s derogatory characterization of their neighbors is not just insulting, rather it is an improper characterization of a large group of Edgewood residents.

    We understand the Commission’s desire to stay out of a private dispute, but it now appears that this is unavoidable.

    Deborah and I would be delighted to speak with you or anyone on your staff about this situation should you wish to reach out to us.

    Steve and Deborah Suddarth
    40 Blanco Drive, Edgewood, NM 87015
    (505) 803-2684

  • Background Regarding Sandia Airpark Roads and the Board’s Attempt to Abandon Ownership (and the HOA)

    This post is for the benefit of the Edgewood Town Commission to provide some background missing from the statements made by the SAEPOA Board president and vice-president at the Town Commission meeting on 10 June 2025.

    Why should Sandia Airpark continue to own its roads?

    The Sandia Airpark roads are owned by SAEPOA (Sandia Airpark Estates Property Owners Association), although they are also designated for public use/access as established by plat and nearly 40 years of historical existence.  The Airpark is open to the public and we regularly see neighbors from outside the Airpark enjoying the scenery and tranquility of the space.  We also see onlookers who enjoy seeing aircraft activity and it allows easy access for community events such as flights for youth and the annual Santa Fly-In.

    Most importantly, Sandia Airpark is an airpark, and its residents count on the roads as taxiways to move airplanes to the runway.  Many of us believe the roads must remain private for the following reasons:

    • To ensure continued access to the runway via taxiing aircraft.  Although we understand that, if the Town took over the roads, the Town would likely “grandfather” our right to taxi, we are concerned that that right could be denied by a future commission or perhaps a state agency.  This would be extremely destructive to lifestyle, on-airpark business, and property values.
    •  To provide for proper upkeep to the roads so that they are suitable as taxiways.  To prevent propeller damage and preserve engines, the roads must be maintained smoother and free of debris and gravel to a degree that is greater than many common roads.  We are aware that the Town budget is stressed and has many high-priority roads requiring paving and maintenance.  We are prepared to pay for our roads and their upkeep and prefer to do it ourselves.  (Our current board refuses to do any such maintenance, although the funds are available in the coffers, but that’s another matter we can fix with a future board.)

    What’s the relationship of road ownership to the status of the Sandia Airpark HOA (SAEPOA)?

    A) The board’s desire to dissolve the HOA and dispose of the assets (roads) in a way likely favorable to themselves.

    It’s no secret that our current HOA board is trying to dissolve the association that they lead.

    – In January, the Board held a meeting in which they declared all HOA governance illegal from 1995 on (without the required member vote).  Based on this, they claimed that they must refund dues.  Then they claimed that the organization needed to be dissolved since it was broke.  (Since January, the board has changed its mind and has decided that their decision only applies to dues, since reverting all governance would have also required that Mr. Powers immediately step down from his board position.)  To date, no dues has been refunded.

    – In the same meeting, the Board stated that we needed to dissolve because, back in 1995, a much earlier board had sought and gained approval from the IRS to classify our HOA as a 501(c)(3) charititable organization.  According to our Board, we were liable to problems with the IRS, perhaps millions of dollars of fines, although various accounting audits and member inquiries with the IRS have not verified the board’s position.  The board further stated that it could do no HOA work.  This included paying bills for access fees owed to the runway owners, as well as any road maintenance, cleaning, etc.

    – On 10 February, a lawsuit was filed by a group of Airpark residents, all associated with the “Working Group” founded by Mr. Powers and Mr. Baker, petitioning a court to force dissolution of the Airpark (Case #D-101-CV-2025-00448).  The relationship between the 12 plaintiffs and the defendants (HOA board) is very close, and the wording of the legal complaint mirrors wording used by the Board vice president.   Furthermore, the plaintiffs used the same attorney who also has served as personal attorney to one of the defendant board members.  The board kept the lawsuit  secret from the members until 12 April, when it announced that it would seek a dissolution resolution at a board meeting in two days!  (The bare minimum notification required by law).

    – Unsurprisingly, on 14 April, the board voted to seek a dissolution vote.  In preparing for the vote, the board decided to disregard state law that required them to get a 2/3 vote of the full membership (because it is in the Articles of Incorporation), and instead decided to disregard that section of the law and only require a 2/3 vote of members present in a meeting.  The board also put out its own proxy form for people to vote with confusing (and arguably biased) instructions.  Further, the board (and, curiously, the plaintiffs suing them) mailed similarly worded letters to each member urging them to vote for dissolution.

    – At the same meeting on 14 April, the board voted to pay an attorney up to 25K in CY2025, violating our bylaws which require member approval per the bylaws.

    – Also at the same meeting, the board stated that it could do no charitable work since it was an HOA.  Thus, since they had already decided that they could do no HOA work because they were a charity, they essentially stated that they could do no productive work of any kind.  However, they could pay attorneys and pay “administrative” expenses that are now in the thousands of dollars.

    – On May 22, the board’s attempt to dissolve the association failed to meet even their lowered criterion of a 2/3 vote of those present at a meeting (including proxies).

    Many of us have wondered why our board is so intent on ending their own association that has served the residents for over 35 years.  We believe that a key reason is that, once dissolved, the board will remain in control of assets (namely the roads), but without any accountability to the membership.  Thus, they could “donate” the roads to the Town (if the Town were to accept), or transfer them to a nonprofit run by the current board members (something hinted atby them).  Either way, the residents lose control and are at risk of losing the benefits that were the reason for moving to the Airpark.

    B) The lawsuit for “quiet title” by a group of airpark residents

    Given the board’s interest in placing the roads either in the hands of another nonprofit, or into Town of Edgewood ownership, a group of residents has filed suit for “quiet title,” meaning that they are asking a judge to interpret the law and settle any questions about ownership (Case #D-101-CV-2024-01191).  When the board refers to a “small minority” of residents (not really small–18 plaintiffs) “suing the town to stop paving Rainbow Road”, this is what they are referring to.  It’s important to note that, although the Town is named in the lawsuit along with the HOA, the suit seeks no damages.  In effect, this group of members is seeking a judge to prevent the the board from simply opposing what appears clear in the documentation–that the roads belong to the Association. 

    What do the documents submitted by Mr. Jerry Powers to the town commission represent?

    During the 10 June Commission meeting, Mr. Powers, the HOA board vice president, presented approximately 40 pages into the record with the implication that this would back his claim of public ownership of the Sandia Airpark roads.  These documents do not prove Mr. Powers’ points at all.  Rather, they contain largely irrelevant information, and many statements that would back the claim by those seeking quiet title that the roads belong to the Sandia Airpark HOA.  For more detail, see the review at: https://kloudcraft.com/blog/2025/06/17/review-of-40-pages-submitted-by-mr-powers-to-town-commission/

    Should the commissioners fear Mr. Powers apparent threat that they could be found in violation of the New Mexico constitution?

    No.  Mr. Powers specifically referred to Article IX, Section 14 of the New Mexico Constitution, prohibiting donations from the public to private entities.  This assumes that the Airpark roads have previously belonged to the public–an absurd idea.   Mr. Powers’ assertion is particularly absurd since he had previously attempted to get the Town to pave the portion of Rainbow Road inside the airpark while it was (and still is) considered private property of the HOA.  If Mr. Powers had gotten his wish, that would have clearly been a donation, and Mr. Powers, who was a town commissioner at the time was completely untroubled by this.

    In the end, however, the Commission cannot be held liable for donating what the Town never owned.

    Will the Town of Edgewood be expected to maintain the airpark roads if it takes possession?

    During the 10 June meeting, Mr. Powers stated that he, representing the airpark board, had no intention of seeking help from the Town to maintain the roads.  However, as recently as January, Mr. Powers, as board vice president, told the members that if they voted for dissolution and gave away the roads that then the town would accept them and pay for paving and all maintenance.  Thus, no one would have to pay dues for the sake of road upkeep.  Later, when it was pointed out by members that the town may not accept the roads, Mr. Powers modified this statement to indicate that the members would likely have to accept a PID bond to pay for it.  In short, Mr. Powers does not have a clear plan, and he has previously indicated a desire for the Town to perform road maintenance, such as the paving of the private (North) portion of Rainbow Road.  It is, in fact, those who brought suit for quiet title who are working to assure that Town that the Town will have no responsibility for road maintenace within the Airpark, and that the residents accept responsibility for their condition and upkeep.

    Is the Town at risk of the Airpark Roads being blocked with a gate?

    No.  The vote was taken in error as the plat clearly specifies the roads a public access, and therefore such a gate would have to remain permanently open.  The board is well aware that the vote for a gate failed in 2018, and that many of those who back private ownership of the roads also voted against the gate.

    Does the board and its supporters have any significant conflicts of interest that color its advice and position?

    Yes, perhaps substantially so.  The board’s leadership also founded what is known as the Sandia Airpark “Working Group”, which includes those with extensive investments on the North side of the runway, perhaps all of it, as well as multiple speculative lots on within the current Sandia Airpark Estates.  Although it is hard to know the exact nature of these investments and how they affect the board’s actions, we know the following:

    – One board member owns real estate in the subdivided area directly north of the fueling area.  He refuses to share with the general membership how extensive his holdings are.  At times, he has said that he owns “only a few lots to protect his view”.  At other times, he has offered to provide a 50-foot easement down the length of the runway for a parallel taxiway.  This offer would not be possible if he owned only a “few lots”.  The bottom line is that we have no idea how extensive his investments are on the North side, however, we do know that, if the Town took over Rainbow Road within the Airpark, he would perhaps be within 50 feet of it from his holdings on the North and could perhaps use some technique of imminent domain to cut accross the runway.  He refuses to answer when asked about any such conflicts.

    – The same board member has joined other investors in attempting to purchase other properties around the Airpark, and we can’t get a clear explanation of this board member’s vision, nor how his desires (transferring roads to the public, or dissolving the HOA) would affect his investments.

    – Other members of the working group own the remainder of the real estate to the North of the runway.  These investors have sued the HOA for dissolution, which is also the clear desire of the board (with its own unknown investments).

    – We simply can’t get answers as to the direction and purpose of the actions proposed by the board.

    Who are the community-minded people within the Airpark?

    Frankly, these are the people that our board spoke of during the meeting.  Unfortunately, the board used very negative terms such as “obnoxious,” “bully”, “drying your brain out”, “raise hell”, “sick of it”.  The board even said, “one of them is even a retired bureaucrat from California”, as if this is some sort of crime.

    What is the offense of these people?  They are trying to protect the private status of the roads in the airpark against the wishes of the current board.

    Something should be said about these people, however: They are the ones who participate and contribute to the community.  Let me give two examples:

    * Every year, we hold the Santa Fly-In event for all children in the Edgewood area.  This year, we were well represented by those people that the Board denigrates.  On the other hand, there was not a single participant from the Board, nor any of its proponents within its “Working Group.”

    * We recently hosted a “Young Eagles” flight event for young people in the Airpark.  Again, there was ample participation from the “bullies”, as our board refers to them.  There were no participants from the Board, nor their “Working Group.”

    * We regularly advertise community or neighborhood events, open to all.  We seldom get any participation from board members or their associates.

    * Members outside of the board’s associates (the “Working Group”) are not typically invited to social gatherings where the Board is present.

    * The board no longer holds regular face-to-face meetings with the membership, but rather seeks only meetings via Zoom with limited interaction from the membership.

    Perhaps those who disagree with the board are not bullies and they are the ones that the Town can work with effectively.

    Deborah and I would like to personally invite anyone from the Town Commission or staff to reach out to us.  I can be reached anytime at (505) 803-2684O