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Category: Keeping SAEPOA

  • Who Really Takes Over If SAEPOA Dissolves?

    In the “Voting Materials” email that the SAEPOA Board sent to you, they included a document called “Voter Information.pdf”, which included the plan for dissolution that they want you, the member, to approve.  In it, they carefully highlighted in yellow all of the portions they wanted to draw your attention to — namely that they would give “back” some dues that they, in their opnion, feel that you are owed.  Thus, you could expect that, if you allow dissolution, that you might get some money back.  (Payment for your vote?)

    What the Board omitted was the draw your attention to the really important parts.  I have highlighted those in orange.

    What you will see is that our board intends to give itselve absolute power over all SAEPOA assets, which includes the money, and most importantly the real property such as roads.

    Voting to dissolve will not remove this board and its potentially abusive actions.  All it will do us remove your voice in the matter, and they will be able to do just about anything they want. 

  • Those Ridiculous Letters – Vote NO on Dissolution

    By now, you probably recieved two letters, one from the SAEPOA Board, and another from Mr. Ponto, the lead plaintiff on the lawsuit against SAEPOA to dissolve it.  Curiously (or perhaps not curiously), both letters are telling you to do the same thing — to vote in favor of dissolving our HOA.  Also, it is striking that they use the same talking points and very similar language, almost as if they were coordinated.  In the case of Deborah and me, we got the letters on the same day, this Monday.

    Their arguments are paper thin.  Since the contents are so similar, we can simply look at the Board’s letter:

    • They say: “After exhaustive analysis and the best legal advice, it’s time to dissolve SAEPOA”.  In fact, they have not analyzed any options other than dissolution.  The “best legal advice” is the attorney retained by SAEPOA without the membership consent (in violation of bylaws) and who only reports to the board vice president.  This same vice president has pushed for dissolution for years and has not been open to alternatives.
    • They say: “The HOA has failed its core duties”.  While it may be true that the HOA could do better, and it even may be true that prior boards could have done better, no board has been worse than this one.  This board has now openly stated that it will not perform any HOA duties (such as maintain roads, pay debts owed, or even support the charities it insists we are bound to support).
    • They say “former board members sued the town” [to prevent the town from paving Rainbow Road for free].  This is misleading at best.  My understanding is second-hand, but I believe the sources to be reliable.  First, the town never finalized any agreement or plans to repave our portion of Rainbow Road, although it was discussed and Jerry Powers pushed for this when he was on the town commission.  Second, the lawsuit by the “Berg” plaintiffs seeks no damages as I understand it.  The lawsuit is merely for “quiet title” to settle who owns the roads.  The plaintiffs believe that the roads belong to us.  The board believes that “someone” owns the roads, and they claim that this should be the town, even though, as I understand it, the town has not indicated that it owns or even wants to own the roads.  I understand that our board responded by countersuing the plaintiffs.
    • They say: “The HOA’s foundation is broken. Governing documents are contradictory”.  Despite what they say, they can go no further than their own opinion.  Neither the Board nor its attorney have presented any statutory law, case law, or judgments that indicate that any of our governing documents were in violation of state law at any time.
    • They say: “legal, tax and finacial threats”, referring to the supposed IRS 501(c)(3) problem.  Yet this board has refused to contact the IRS to even find out if we have a problem.  This is so even after they voted for a board authorization to contact the IRS! (1/27/2025)  It was never done!  They now claim that because their (supposedly “our”) attorney has an education in tax law that that qualifies him as a tax attorney and therefore they “know” the level of difficulty we find ourselves in, despite other information to the contrary.  It’s important to note that skilled tax attorneys hold themselves out (advertise) as having that expertise.  The Board’s attorney, however, holds himself out as an expert in intellectual property and nonprofit law.  Notably he does not hold himself out as a tax attorney.
    • The Board talks up its “volunteers”.  We keep noticing that the cracks and gravel are increasingly problematic.  How much worse will it get once the Board/Working Group gets its way?
    • Finally, the letter claims that we need to dissolve in order to “restore peace, trust, and true community”.  This will be difficult after running a rigged process in which the Board has not held any open in-person meetings, held no member votes until this one, restricted feedback, has never had face-to-face contact with the membership, and which responds to members with the hostility that we have regularly seen.  Do you really think that giving in to this Board will result in any improvement in relationships?  I’m skeptical that the same group (Working Group/board) that has distributed defamatory videos to win elections, and whose leader is or was involved in over 20 lawsuits (!) will restore “peace, trust, and true harmony” if you give in to their demands.

    Keep in mind that if the Association is dissolved, this Board will almost certainly take on the role of an executor to determine what happens with SAEPOA’s assets.  In addition to the money in the accounts, this will give the current SAEPOA authority over what happens to your roads.  It will also leave you open to the same people trying to force organization (whether desired or undesired) by this neighborhood, and you will have a very limited voice in the process.  This is if you’re lucky!  Most likely, you will find that the same individuals that are forcing this dissolution vote will push their will on you and you will have no representation and no recourse.

    Vote NO to dissolution!

    This board must resign!

  • Town Hall – Wednesday – 21 May – 6pm – Suddarth Hangar, 40 Blanco

    Please come to a FAIR and OPEN discussion of the SAEPOA Board’s intended vote to dissolve the Association.  Also, we will talk about voting procedures (as we expect them).  We hope that any board members will come to see their neighbors face-to-face outside the official meeting where they plan the vote.  This would present an opportunity to describe and discuss the mechanics in advance.

    When: Wednesday, 21 May 2025, 6pm.
    Where: 40 Blanco Drive, Edgewood NM 87015

    or Zoom 

    https://us02web.zoom.us/j/8865752621?pwd=Z4Y0Jxwy5nXLYg37vZApbCX3i76k2c.1&omn=82822845311

    (Meeting ID: 886 575 2621, Passcode: SAEPOA)
    (we will provide snacks and drinks)

    Our draft agenda for the meeting includes:

    1. Any open discussion for or against dissolution (Board members are invited and encouraged to meet their neighbors face to face!)

    2. Assistance with any last-minute proxies.

    3. Discussion of expected voting processes (the next evening!) — and how to ensure that peoples’ votes are are properly counted.

    4., Any other open discussion.

  • Let’s Be Consistent — Two of Our Board Positions Need to Vacate Immediately

    In last night’s information meeting, we discussed many things in our first (and very welcome) open discussion with this board.  One topic that came up consistently was the insistence by the Board that our prior voting was, in their minds “illegal”, and that they were compelled to roll back our governance to 1995 (although 1993 would have been more appropriate).  This “roll back” was the basis for arguing that “excess” dues needed to be refunded.

    On 27 January, the Board unilaterally decided that because of our prior policy of counting non-returned ballots as “yes” (from 1993 to 2017), that all of our governance (covenants/bylaws) were to be deemed “illegal” and we would roll back our governing documents to 1995.  The Board was challenged by members during the comment period that the Bylaws require a 2/3 member vote for such changes — a concern dismissed by the Board.  They were also questioned as to why we were not rolling back to 1993, instead of 1995, since 1995 also included votes that the board considered “illegal” — no answer was given.  The Board also stated a major consequence — namely that all dues increases from 1995 on were “illegal”, and therefore had to be refunded.   According the board, we would now likely be cash-strapped and needed to consider dissolution (among other reasons they have argued).  How the refunds would work (who gets how much money) remains unclear to this day.  We, the members, were told that the Board’s decision was final and that our voting rights were irrelevant since their opinion as to illegality of the prior “yes votes” settled the issue.

    Please note the following:  The board consists of four positions, according to 2018 Bylaws:

    • President – elected to a 2-year position in Dec 2024
    • Vice President – elected to a 2-year position in Oct 2023
    • Treasurer – elected to a 2-year position in Dec 2024
    • Secretary – elected to a 2-year position in Oct 2023

    These positions were sometimes modified over the history of SAEPOA, but most significantly, they were established at SAEPOA’s founding with 1-year terms, with the entire board to be up for election at the annual meeting.  That policy was changed in 2015 with the creation of 2-year “staggered” terms for the board positions.

    According to our board, however, we now work under the 1995 Bylaws.  The Board insists that this change is final and that we must live with the results.  According to 1995 Bylaws, the board has one-year positions that are elected during the annual meeting.  In this case, two positions must immediately vacate.

    • According to the Board’s decision, the vice president and secretary terms should have ended with the Fall 2024 election.  These board members should have stepped down at the 27 January meeting when they reverted the Bylaws to 1995 and their terms were therefore already expired.
    • Also according to their decision, the entire board is up for election in Oct of 2025 (no more 2-year terms)
    • According to the Board’s decision, if the SAEPOA wishes to re-establish the 2-year terms, this requires a vote of 2/3 of the members to amend the 1995 Bylaws.

    I call on the President and Secretary (the two remaining “legitimate” positions) to be consistent and notify the board members with expired terms of their removal and hold a special election for their replacement for the rest of the term.  This is not a personal slight at the individual board members, merely an acknowledgement that the Board’s actions must be consistent.

    The special election should be done prior to any major actions, such as votes on any major issues, including dissolution.

  • We’re Still “Us”

    Last night we had the pleasant surprise that our Board held an information meeting in which, although on Zoom, they allowed open discussion.  They did not use the “mute” button and they did not restrict discussion.  In my opinion, having a more open meeting did a lot to lower the temperature of the level of disagreement in the Airpark.  If we were to continue with this openness, we could perhaps accomplish a lot toward resolving our situation.  In fact, perhaps we could simply meet in person, not to vote, but just to talk.  (BTW, for those interested in such an idea, we will have another Town Hall tomorrow, 14 May, 6pm, at the Suddarth hangar).

    As grateful as we are for the opportunity to finally discuss the vote for dissolution, we still have the topics in front of us and much more discussion would be needed to properly resolve them.  I will address these in subsequent blog posts and I hope that a robust discussion can continue in the comments.

    A recurring theme made by the Board, the Working Group and their allies, mostly people not living in the airpark, is that the SAEPOA has too much contention between residents.  Some were even claiming that they felt that their personal safety was in jeopardy. (Although I personally have never seen such a thing, I will say that I cannot evaluate another persons feelings of security or insecurity.)  The Board is now saying that one of the main reasons to dissolve is to end infighting.  The problem, however is, even if we dissolve:

    • We still live in the neighborhood together.
    • We still have the same roads and common areas
    • We still have the same obligations (e.g., paying ruway access)
    • and, most importantly, we’re still the same “us”.

    The above four truths remain, no matter what our form of government is:

    •  “The Republic” – What we have now, SAEPOA, where we are all automatically “citizens” by right (and obligation) of living in the neighborhood.  We have governing documents, a board, and we all have regulated voting rights.
    • “Anarchy” – This is dissolution of SAEPOA, followed by “nothing”.  We don’t know what happens to things like roads, and we have no way of organizing, short of choosing another form of organization with enough collective will to enforce it.
    • “Volunteerism” – This is one of the ideas proposed by the Board, that low-level tasks like maintenance be performed by residents who donate their time, and perhaps money to the common interest.  This is likely to fail.
    • “Loose Confederation” – This involves ideas like voluntary associations to deal with issues like collective covenant enforcement.  This still does not resolve issues like road ownership and management.
    • “Dictatorship” — Someone takes charge by controlling our roads and common properties, with or without our consent.  For example, someone could prevail over the town commission and pressure us into accepting a public bond, or force us into a larger HOA.  People may even desire this over “anarchy”, but probably not over our “republic” if they knew this was among their choices, but it might be too late once the threat emerges.
    Between the options, I would certainly favor “the Republic” (SAEPOA), as it provides a balance between preserving our interests and giving us representation and stability.  It’s hard to imagine that switching to one of these other options will magically solve problems associated with personal relationships among neighbors.  In other words, our real problem is that “wherever you go, there you are.”  If we have neighborhood relationship problems, we should address them, rather than eliminate the structure that provides order, representation, and a means of securing our investment.  Preserving our “republic” (SAEPOA) is of particular note because the decision is irreversible.
     
    The Board seeks dissolution, as fast as possible, as a cure to contention, although most of the contention has been a direct result of this very push toward dissolution and the prior avoidance of open discussion.  We need more openness, not less.  We need more time, not less.  Bring the temperature down.  Work with your neighbors.  Even if all arguments in favor of dissolution were true and compelling (and they are certainly in contention at the very least), I would vote against dissolution because the process is irreversible and the neighborhood deserves adequate debate, proper voting process, and time to evaluate.  Anything else increases the very contention that the Board now claims it will eliminate by dissolving our one tool in which we work out our differences, the SAEPOA.
     
    Finally, I want to suggest that there is no reason to wait for creating a better airpark.  This is why EVERYONE is invited every Friday to our home.  This is why all pilots are invited on the first Saturday morning of every month.  This is why we’re doing town halls.  This is why we’re starting up Young Eagles again in the airpark.  This is why we’re organizing a fly-in event.  Rather than snip at each other, we can come together.  Although nearly every one will back the idea of doing these things (at least when in public), we are finding that those who favor keeping SAEPOA are the most likely to participate.  Maybe this is because SAEPOA provides a means of interaction and order.  Is it perfect? No.  Is it better than “anarchy”? I would argue that it definitely is.
  • Recommended Proxy Handling

    Many have contacted me to find out how they should vote “NO” to the dissolution vote planned by the Board.

    The Board sent you package with their “approved” proxy that they plan to use instead of the proper legal written vote.  The Board expects you to provide Richard Baker with an otherwise unlimited proxy as part of the process of voting(!)  A detail allows you modify the document, but the instructions could be confusing, especially since they expect you to send the document back to their care, rather than the designated proxy(!)

    I have put below a nine-step recommendation for filling out a “NO” vote that will not provide a largely unlimited proxy to the Board.  Follow the instructions carefully as the Board may attempt extra scrutiny to disallow proxies they don’t like.  Please contact me at (505) 803-2684 or at director@transparentsky.com if you have any questions.

    Your neighbor, Steve

    HERE ARE THE INSTRUCTIONS:

  • Town Hall – Wednesday – 14 May – 6pm – Suddarth Hangar, 40 Blanco

    Please come to a FAIR and OPEN discussion of the SAEPOA Board’s intended vote to dissolve the Association.

    When: Wednesday, 7 May 2025, 6pm.
    Where: 40 Blanco Drive, Edgewood NM 87015

    or Zoom 

    https://us02web.zoom.us/j/8865752621?pwd=Z4Y0Jxwy5nXLYg37vZApbCX3i76k2c.1&omn=86997281311

    (Meeting ID: 886 575 2621, Passcode: SAEPOA)
    (we will provide snacks and drinks)

    Our draft agenda for the meeting includes:

    1. Any open discussion for or against dissolution (Board members are invited and encouraged to meet their neighbors face to face!)

    2. Processes for handling proxies.

    3. Any other open discussion.

  • Chat During SAEPOA “Information” Meeting – 12 May 2025

    If you are registered, sign in and we will see who you are.

    If you are not registered, no problem, the chat window will ask for a temporary username — just enter it and chat!

    Chat
    Loading the chat …

  • Urgent Town Hall – Wednesday – 7 May – Suddarth Hangar, 40 Blanco

    Please come to a FAIR and OPEN discussion of the SAEPOA Board’s recent vote that they just called and sent out voting materials.

    When: Wednesday, 7 May 2025, 6pm.
    Where: 40 Blanco Drive, Edgewood NM 87015

    or Zoom 

    https://us02web.zoom.us/j/8865752621?pwd=Z4Y0Jxwy5nXLYg37vZApbCX3i76k2c.1&omn=89869084323

    (Meeting ID: 886 575 2621, Passcode: SAEPOA)
    (we will provide snacks and drinks)

    Our draft agenda for the meeting includes:

    1. An analysis of the voting package sent by the Board.  (The Board is quite welcome to come and comment.)

    2. A discussion on the timeline and notice for voting.

    3. A response from the board (if any are present) regarding why the voting has started prior to the information meetings.

    4. Any shared advice as to how to ensure that the voting is proper.  (e.g., Is it proper to send proxies for both “yes” and “no” votes to the board president who is clearly intending to vote in favor of dissolution?)

    5. What are the risks of a hasty vote?

  • After this Board – A Better Airpark Future!

    To steal from the words of a recent Presidential speech: “You don’t need new rules or a new organization.  You just need a new board.”

    What you don’t need from a board:

    • An open declaration that no productive work will be done (not doing HOA work because we’re a charity, not doing charity because we’re an HOA).
    • Spending 10’s and perhaps 100’s of thousands on lawyers, who will not talk to you and are likely working against you — with your dues money.
    • Roads that continue to deteriorate.
    • Unclear motives and direction — at best.
    • Unwillingness to engage in open discussion and debate.
    • Constant attempts to engineer conditions to dissolve the Association.

    Rather, what you need is a board that:

    • Will maximize funds for productive work!! (Why we even have SAEPOA!)
    • Is active with charity and the community
    • Is neighborly
    • Is open to discussion, including the difficult kinds
    • Will follow the rules that you make
    • Will protect your investment
    • Does not have hidden business motives

    We should immediately prepare for this better future.  Join us!  I am just calling this informal group “Friends of SAEPOA”, because rather than tearing our association and airpark down, we will build it up, have fun, reach out to the community and do so much more.

    • We meet every Friday — just for fun — at our place (normally, no politics, just food, fun and airplane talk)
    • We are working with organizations like EAA to do activities like the upcoming Young Eagles Rally on 17 May
    • We host a pilot’s breakfast for EAA (and non-EAA pilots) every month
    • We will make sure that we do things like the Santa Fly-In 
    • We are planning a first Sandia Airpark Fly-In for the 4th of July with the coordination of Sandia Airpark, Inc.
    • We will defend your property rights!
    • We host meetings for all property owners, including those who disagree with us in order to have the tough conversations that our current Board is unwilling to host
    • We will ensure that, to the best of our ability, that your dues gets put to work for the betterment of the airpark, rather than to pay lawyers who are likely against you.

    It is my sincere hope that out of this group we will find the volunteers to form a new board that does what is actually needed, rather than to seek our harm.

    It is my hope that you will join us, no matter where you stand on our political issues.  We can plan a better path ahead together with more of the neighborhood together.  Also, out of this group, we can form up who we really want on the new board…the board that will actually help us!

    Finally, as a personal disclosure, I understand that my role in trying to stop this rogue board is controversial for some.  Thus, neither Deborah nor I plan to run for any board positions, although we are also not unwilling to do so.  In the meantime, we’re having fun organizing and doing the “friends” activities!

  • Hilarious, but Disturbing — A Sneaky Way to Announce a Vote!

    Yesterday, you received a SAEPOA correspondence with the subject “Special Meeting Notices (2)”, and it opened with the following statement:

    “Dear Members, A few members have requested more meetings and discussion on the issues facing the association and the subject of  solving them through dissolution. We are therefore holding two more meetings on the subject (please see below)”

    Only at the very bottom of the message (very last words) does the message state the real intention:

    “vote on the matter.” [of dissolution!]

    In other words, you’ve just been given 20 days notice that we will hold a vote in contravention to our Articles of Incorporation (vote not properly taken), to dissolve the airpark association and likely take away your collective property and give it to “someone” that the Board determines.

    You weren’t notified in the message header.

    You weren’t notified in the opening paragraph.

    In fact, you were told that these were meetings for “discussion”.

    If you were busy, you would miss it and suffer the consequences.

    Furthermore, the meetings themselves are a farce.  The Board is claiming that you’ll get to discuss, but the first meeting will be the same, controlled Zoom-only format we’ve come to loathe.  The second meeting will be in-person, but that’s because they’ll take the vote and already have proxies settled before the meeting begins.

    This is rigged!

     

  • Is Our Board Trying To Do Creative Voting?

    Recently, the board and, curiously the plaintiff suing them, have accused me of trying to stop voting.  This is flatly untrue — we have procedures and the Board needs to follow them.  This is particularly true for the most significant vote of the history of our Association, the vote to dissolve it.

    Our Articles of Incorporation, which are our highest document in the Association, state the following:

    Article VIII – Dissolution: “The association may be dissolved with the assent given in writing and signed by not less than two-thirds (2/3) of the members.”

    This is therefore a special vote, not secret, because the members need to sign.  It also needs to be inclusive of all members, not just those who show up at a meeting or send a proxy.  No provision is made for non-returned ballots because the only thing that counts is the signature of 2/3 or more of the members (lots).

    I find it interesting that the Board appears studiously disinterested in discussing how they will call the dissolution vote and how voting will be done properly after campaigning on HOA voting policies.

    The Board appears to be trying to pull a fast one by using a much weaker requirement from the state law’s “default”, which is to have a 2/3 vote in a meeting that can include proxies.  They say that they want open voting, but it looks like they really want to see if they can get a lucky win in a meeting.

    This is not legal, as NM Statute 53-8-95 (2024) states:

    “Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by the Nonprofit Corporation Act, the provisions of the articles of incorporation or bylaws shall control.“

    They need to follow the law — that includes our governing documents!  … and they need to clear about this!

  • Town Hall – Tonight – 6PM – Suddarth Hangar, 40 Blanco

    Please come tonight to a FAIR and OPEN discussion of the SAEPOA Board’s plan to dissolve our airpark association.

    When: Wednesday, 30 April 2025, 6pm.
    Where: 40 Blanco Drive, Edgewood NM 87015

    or Zoom https://us02web.zoom.us/j/8865752621?pwd=Z4Y0Jxwy5nXLYg37vZApbCX3i76k2c.1&omn=82882956401 (Meeting ID: 886 575 2621, Passcode: SAEPOA)
    (we will provide snacks and drinks)

    Our draft agenda for the meeting includes:

    1. A brief history of the airpark as relevant to governance, rules, IRS status, etc.

    2. Do we really have a problem with the IRS? If so, how severe?

    3. What possible remedies exist (if needed)? Do we really have to end the association?

    4. What’s the rush? Do we have to vote now? Or can we go a little longer since it took 30 years to get here?

    5. Should we treat the lawsuit for dissolution as serious or frivolous?

    6. Can the association “refund” dues? If so, according to what formula?

    7. Are property values going down as the board says? or going up as sales data indicate?

    8. What are the best ways to resolve conflict in the neighborhood?

    9. What comes next if the airpark is dissolved?

    10. What are the risks to the airpark’s infrastructure (e.g., roads), and risks to our ability to fly?

     

  • URGENT – Process and Consequences of Upcoming Vote

    One thing our SAEPOA board completely lacks is transparency.  In particular, they have not shared with you what we have in our association’s Articles of Incorporation regarding dissolution.  I have included this paragraph shown below, because there are two key items they do not discuss:

    1. The articles specify how the vote is supposed to be done for dissolution (yellow highlight), namely that it requires signed assent by 2/3 of the members — NOT 2/3 of the members and proxies at a meeting (which is the minimum requirement in state law).  After campaigning on making sure you are represented they seem to be very disinterested in your voting rights once they were elected!
    2. (Highlighted in green) In the event that the common property isn’t accepted by the town of Edgewood (likely), then it is to be conveyed to another nonprofit (which will be selected by the board!!).  Not just your money, but your common land (roads, common park space) could be transfered to a nonprofit under the control of Jerry and the “Working Group” that is nearly indistinguishable from the board.  Since the Board will handle the disposition, you won’t have any say in this after you give up your rights through SAEPOA.  YOU STAND TO LOSE VERY MUCH!

    At this point, it is imperative that you:

    * Keep SAEPOA. Vote NO for dissolution if the vote is held.

    * DO NOT give a proxy to anyone, particularly Jerry, any “Working Group” member or the Board without being well informed.  Please contact me at (505) 803-2684 or via email at director@transparentsky.com if you want to discuss.  I would not want to deny your proxy — and I will use one if you send it to me.  We simply want to make sure you’re informed.  The people in charge aren’t playing fair right now and they will exploit your distractions.

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

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

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

    Points made by the board to convince you to dissolve:

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

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

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

    The SAEPOA board has put out a video, but they don’t allow comments on the Youtube site.  Since open discussion is important, we invite your comments here!

    For your reference, here is a link to the video:

    SAEPOA Video on Dissolution

  • 25K for Lawyers? Really?

    Our board has proposed a budget of $47,650 for this year of which $25,000 is for legal fees.  That’s over 52% just for lawyers!!!

    I dont’ believe that we as lot owners should assume that these expenses will be in our best interest.  Jerry has made no secret that he wants to dissolve the HOA.  What happens next is unclear.  I mention Jerry by name because he will most likely be the only interface to, and perhaps the only real beneficiary of, the legal services.

    Last year, we had an extraordinary level of expenditure on lawyers, $11,541!  This seems to be the norm now that Jerry is on the board, and in fact he wants to more than double it.

    Can we defend the statement that the lawyers are working exclusively through Jerry? — Yes!  Below are itemizations of the legal service for last year.  All but one billing directly shows Jerry as the one the lawyers are respondig to.  The one remaining billing for $2,163.74 from Atty. Strumor doesn’t mention Jerry by name, but certainly mentions his favorite topics!  If you want to see the entire billing statements please email me and I will send them to you.

    If the association approves this $25K legal expenditure, you can expect it to be used against your best interests as a lot owner.

  • Their Intentions Are Clear

    During our Zoom-only membership meeting of 31 January, Jerry stated that his great desire was that we would have a neighborhood full of community activities, charity and so forth.  He stated that this would likely happen after disbanding the association that was created in part for that purpose, SAEPOA.  We didn’t hear from other board members as Jerry dominated the meeting, and non-board members couldn’t talk freely without facing the mute button.  In any event, I wanted to take Jerry at his word on this.  But, what we see is the following:

    • We had no participation from the board or Working Group at the Santa Fly-In, our major annual event.
    • We have invited the whole airpark to a community get-together every Friday since that meeting.  Neither Jerry, nor Richard have ever attended.
    • Our board has shown no interest in activities like the possible fly in or Young Eagles rally that we are planning for May — in fact they are completely mute.
    • Rather, our board is now saying that because we aren’t doing enought of these things that we need to dissolve the Association.
    • Their budget speaks their values.  They want to spend over half of this year’s budget on lawyers who will most likely be providing service through (to?) Jerry only.

    Our leaders don’t want to heal the association, they just want to kill it.  Shouldn’t we wonder why?

  • The Board Can’t Just Overrule Governance

    Image that we had a U.S. president and cabinet who didn’t like our form of government.  Their argument would be that, at our founding, we had slaves and free African residents who could not vote.  In fact, the slaves were only counted as 3/5 of a person for representation.  Furthermore women were not allowed to vote until 1920.  Imagine, then, that this cabinet just decided that the Constitution was void because of “illegal voting”.  Imagine that they skipped going through a national referendum, the amendment process, or a constitutional convention.  They didn’t even have a bill in Congress.  They just passed it with a vote in the cabinet and issued an executive order.  At that moment, in their view, the nation doesn’t exist, and it can then be taken over by foreign powers, or whatever.

    This is essentially what happened, in miniature, when our SAEPOA board decided that our governance was void since 1995 because of the automatic “yes” vote clause in our bylaws.  We the SAEPOA residents should be the only ones to decide this.  Bylaws changes require a 2/3 vote of the membership by written ballot.

    I call on our leadership to the priniciples they claim that we must follow.

  • You Really Want Us to Disband Because of This?

    We the SAEPOA members now have a board that has been intending to dissolve the association for some time.  Various arguments have been made and tactics employed, but the one that has not been employed is to engage in meaningful discussion with the members in an open forum.  If their logic is strong, why are they afraid of open discussion?

     The latest attempt appears to involve another scare tactic.  This time it is that we will be forced to dissolve by a judge, or that we will have to spend a lot of money to defend ourselves from legal action.

    This entire action, however, appears to have been orchestrated by the Working Group created by Jerry Powers, who also seems to dominate the Association’s board.

    Consider the following:

    • The filed complaint (“lawsuit”) lists many members of the Working Group formed by Jerry as the plaintiffs, even though no board member is on the list.
    • Much of the language in the complaint is the same language that Jerry has used in prior attempts to dissolve SAEPOA.
    • We are now being asked by the board to spend large sums on attorneys to defend a lawsuit that they likely created themselves.
    • Our board clearly knew of this lawsuit for some time.  It was filed on the 20th of February!!
    • We were just informed of the lawsuit and the recommendation (dissolve SAEPOA!) with just 48 hours prior to a board meeting with a resolution planned.
    • The board will vote (and probably approve) the resolution without our full discussion.
    • We (the lot owners who are not on the board) are potentially being squeezed by a lawsuit that is essentially a collusion between those Working Group members on the board and other Working Group members who are not on the board — all with the intent of destroying our association, perhaps taking our association’s money, and leaving our roads and neighborhood in limbo.
    • Many of these Working Group members have various real estate interests in the area, such as to the North of the runway, that may benefit from these actions and we don’t know what harms are involved for us.
    • We have little reason to believe that the board will diligently defend the Airpark should this case ever go to trial, as this appears to be an inside job.

    Collusion between litigants is serious, but in this case it appears very likely.  Deborah and I went to breakfast the day after the election last December.  As it happened, we saw the Working Group saunter in.  We engaged in some chit chat about the election, and we were informed very clearly by those members that their next objective was to dissolve SAEPOA.  About 10 minutes later, Jerry entered and convened their meeting.  The Working Group members clearly submitted to his leadership.  Many of these people are now party to the lawsuit against SAEPOA.  This whole thing appears to be a setup, and we, the lot owners, appear to be the intended dupes.