Dear Melanie Lashlee
Community Association Manager for Greenlaw Townhouses Unit Two HOA
Flagstaff Regional Director for HOAMCO:
Because this open letter is followed by the email you sent to me on January 16, the Notice of Special Membership Meeting and the Absentee Ballot for the Special Membership Meeting are attached.
I have also attached the Minutes of the November 2024 Annual Meeting which you provided to me on 1/27/2025 as per my request for 1. the Minutes of the meeting at which the Board approved the special assessment initiative, and 2. the Minutes of the meeting at which the contractor was interviewed and chosen.
As you know, in 2014 the Bylaws were amended to change the size of the Board from 3 to 5 or 7 directors. As of November 2019, though there may have been directors, at no time was there the required 5 directors to form a Board of Directors needed to renew the contract with HOAMCO, increase the Annual Assessment, bring forth the current Special Assessment, or approve any contract or insurance policy.
Right at the start of the holiday season, I received from you the Notice of Special Assessment letter, dated December 5, 2024, which you claim was “On behalf of the Board”, that states, “The total cost for the entire community is $1,087,020.00 which breaks down to $8,559.22 per unit”. The letter also states, “You will be receiving a ballot in the mail after the first of the year with all information needed to vote for this important item.”
On January 10, I received the meeting notice and the ballot. Starting on January 13, I received from you four emails that stated that 32 “Yes” votes were needed for special assessment to pass. Apparently, you and Susan Jennings believe that even if all 127 HOA members were to vote, with 95 voting “No”, the Special Assessment would still pass as long as 32 members voted “Yes”. Obviously, you and Susan Jennings have never read the CC&Rs, the Notice for the meeting and the Ballot, or if you did read them, you didn’t understand them? All three documents clearly state: “the Special Assessment must be approved by at least two-thirds (2/3) of the lots represented in person or by absentee ballot”.
Also, based on my experience as a Board member during 2013 and 2014, I can pretty much guarantee that you and Susan Jennings did no research whatsoever to make certain that the contract with Mission Restoration covers everything that needs to be done to insure that the HOA doesn’t go through this entire Special Assessment process and still wind up with leaky roofs. Of course, if I’m wrong, to prove me wrong you need only provide the emails that you and Ms. Jennings exchanged to discuss what you had learned through your research.
What follows are letters, and or, emails that you sent, some of which I mentioned above:
>December 5, 2024: Your letter/email with the heading
Greenlaw Unit Two
Notice of Special Assessment Initiative for Roof Replacement that you sent “On behalf of the Board”.
>January 7 you wrote in an email:
To All Members,
We are pleased to announce the appointment of Mary Anderson and Steven Byers to serve on the Board of Directors for Greenlaw Two. This is the fist time in many years we have had interested parties step forward to show interest in serving the community. Both are full time residents in Greenlaw Unit Two and make it a point to attend meetings of the membership.
Your current Board members are as follows.
Susan Jennings – Board President
Nita Paden – Vice President
Kathy Jensen – Secretary
Steven Byers – Treasurer
Mary Anderson – Member at Large
Note: It needs to be pointed out here that people don’t become Board Members just because you say they are Board Members. It is obvious from the Minutes for the 2024 Annual Meeting that “President” Susan Jennings was the only person claiming to be a Board Member. There is no mention of Nita Paden or Kathy Jensen.
>January 10, 2025: the meeting notice and the Ballot for the Special Assessment arrived in the mail.
>January 13: An email from you discussing payment methods, bank loans, the February 20 meeting, etc. In that same email you incorrectly claimed that: “We will need 32 “Yes” votes for this special assessment to pass.”
>January 15: I emailed you the following query: What are the exact requirements for the Special Assessment to pass. According to the CC&Rs Page 8 (h) and (I) 2/3 must approve with a quorum requirement of 60% first meeting and half that for a second meeting. If there is an amendment that changes that, I can't find it.
>January 15: You responded by emailing me a copy of the amendment to the CC&Rs and repeated your incorrect claim that “We need 32 YES votes for the special assessment to pass”
>January 15: That evening I emailed you the following: The amendment changes the quorum requirement to 25%. It does not change the requirement of 2/3 approval by those who vote.
>January 16: You responded by re-sending your January 13 email again incorrectly claiming: “We will need 32 “Yes” votes for this special assessment to pass.”
(See that email at the end of this open letter)
>January 28: A re-sending of your January 13/16 email in which you again incorrectly claim that: “We will need 32 “Yes” votes for this special assessment to pass.”
For those of you reading this open letter, who are not Melanie Lashlee, a bit of the history of Greenlaw Townhouses Unit Two HOA:
Susan Jennings had been a Director from 1987 through November of 2023.
In 1999 the HOA membership approved a 5 year $50 per month Special Assessment to pay for replacing the shaker shingle roofs, that were becoming an insurance problem, with asphalt shingles. In 2002, when I was a Director, the Board realized it had enough money collected to start the roof replacement if it was done one loop drive at a time. The Board interviewed several roofers and chose Short Shingle to replace the roofs with the assurance the roofs would last at least 25 years. The roofs were replaced over three years: Jeffery Loop, 2002; Heidi Loop, 2003; and Eva Loop, 2004.
In Feb. 2014, we had the Reconvened 2013 Annual Meeting and 4 Directors were elected: Susan Jennings, Judy Kyrala, Barbara Tauritz, and myself. At that meeting, Melanie Lashlee estimated it would cost $800,000 to replace our roofs. Twice at that meeting I suggested doing a $25 per month Special Assessment to begin raising the necessary funds, and yet there is not one word about it in the Minutes of that meeting. Following that Annual Meeting, there was a meeting to choose the HOA’s officers. HOA member Cindi Sorrentino attended that meeting in order to be appointed to the Board. I objected; we had just had the election and Ms. Sorrentino, who was at the Annual Meeting, gave no indication that she wanted to be a Director. However, Ms. Lashlee insisted that we needed to appoint her because we couldn’t have a Board of only 4 Directors; we needed 5. Following that meeting, Ms. Lashlee contacted attorney Keith Hammond who, based on his reading of the HOA’s Bylaws, claimed that the HOA was only allowed to have 3 Directors. As a result, the Bylaws were amended to limit the Board to 5 or 7 Directors. Again, I objected, there was a hearing before Judge Douglas, and the amendment was allowed to stand, thereby increasing “the size of the Board from 3 to 5 or 7 directors.” A recording of the aforementioned meetings was submitted as evidence at the hearing. Also, I have re-posted Judge Douglas’ decision on my blog: greenlawtownhouses.blogspot.com
The following is from that decision:
Findings of Fact
Page 2
5. Greenlaws answer to the petition provided, in relevant part, as follows:
Line 18: A vote of the members was sought to increase the size of the Board from 3 to 5 or 7 directors.
In November of 2018 then Treasurer Dave Christensen wrote in a letter to all HOA members, “Our roofs were replaced 10-15 years ago, however they are starting to fail again. The vendor who performed the project went bankrupt and your HOA has had to absorb the cost of what should have been warranty repairs. Replacement is an $800k project in 2018 dollars and there is no way to budget adequate reserves for this with our current dues.”
Also, in 2018 I filed a petition with the Dept. of Real Estate, and then used the election proceedings for the 2018 Annual Meeting to inform the membership about it. My first Letter of Interest was rejected because Ms. Lashlee claimed the lawyers considered it to be defamatory. I then submitted a new Letter of Interest, which was included with the ballot, informing the membership that my petition would be posted at my blog. The judge’s decision went against me, the HOA won, I lost, Ms. Lashlee sent the decision to the membership, and I posted the petition. On the day of the Annual Meeting I had my name removed from the ballot.
2018 was the last time Greenlaw Townhouses Unit Two HOA elected a Board of Directors, and the last time there were at least 5 candidates on the ballot. Every year since 2018 so many homeowners have refused to approve the candidates that no quorum was achieved and no election was possible. In 2023 there were no candidates. And yet, to date, you have continued to claim to represent the Board, and Susan Jennings has claimed to be the president.
If the readers of this open letter want to know why I am so adamantly opposed to this Special Assessment, or any contract negotiated by Melanie Lashlee and Susan Jennings, they need only read my blog. But now I would like to direct my comments to the HOA members who are not Susan Jennings, and whom Melanie Lashlee named as Board Members in her January 7 email.
Originally, I had thought that without an election there could be no directors; however, thanks to a neighbor who sent me a comprehensive analysis of Article IV Sections 3 and 4 of the Bylaws, I now know that I was mistaken. But, it doesn’t change the fact that the minimum size of a board is 5 directors. and you know as well as I do that from November of 2019 through January 7, 2025 you did not have, nor claim to have, the necessary 5 directors to form a Board. In Ms. Lashlee’s own words in her January 7 email: “This is the fist time in many years we have had interested parties step forward to show interest in serving the community.”
2023: an election with no candidates. Please correct me if I’m wrong, but I doubt than anyone other than Melanie Lashlee and Susan Jennings took part in negotiating and approving this Special Assessment, which involves more than a million dollars and a bank loan of $250,000, and Melanie Lashlee and Susan Jennings did it when none of you were watching. You must know that you are not directors or Board Members, but by not denying Ms. Lashlee’s claim that you are, you put yourselves at risk. If there is any legal action of any kind, you will wind up right in the middle of it, and you can be held liable. And for what? To protect Melanie Lashlee and Susan Jennings from the consequences for having brought forth this Special Assessment without the authority to do so?
Sooner or later the roofs are going to need replacing, but I have no doubt that Melanie Lashlee and Susan Jennings have bungled the management of the HOA in general, and this Special Assessment in particular, so badly that there is no chance the membership will ever approve the necessary funding, unless you take action. By naming you as Board Members, Melanie Lashlee has given you the authority to do one thing and one thing only: change management companies.
It’s not like HOAMCO is the only management company in Flagstaff. Sterling Real Estate Management, formerly Marc Caro Property Management was managing Flagstaff HOAs long before HOAMCO came to Flagstaff. And it only takes three of you, a quorum of the Board, to make the change. Find a management company you like, explain the situation, have a Board meeting at their property, sign a contract and they will take care of the rest. You still get to be in charge, but without the incompetence and dead weight that some of you have had to deal with, and, apparently, were willing to overlook. If you don’t make the change, I doubt this HOA will ever be able to find a way to replace the roofs that, as we all know, will eventually need replacing.
Sincerely,
Bill Lee
Former HOA Director, Secretary and Vice President
