10-28-21 Minutes

H460 Civic Association

Board Meeting Minutes

October 28, 2021, 7 pm

Location: Metrum Credit Union (MCU) Community Room and via on-line.

Board Members:

JP Aragon, President

Tyler Paeplow, Treasurer

Jean McHarge, Director of Culture

Alison Meininger, Director of Communication

List of residents attached (online residents were not able to be captured)

A Meeting Agenda was available for participants but most of the items were not addressed in the meeting.

Welcome: JP Aragon welcomed the group and announced that it was now permissible to have up to 20 attendees in the Metrum Community Room. He was glad about the turnout at the meeting, which is more than usual.

Civic Association(CA) vs. an HOA: A question was asked about what the Civic Association is. Aragon explained that a Civic Association is an organization that is created by the homeowners to represent the values of the homeowners and the value of their property. A CA does not typically have landowner rights like an HOA. There was an additional question about whether paying the voluntary dues was required to be able to vote on matters. It was pointed out that the Amended and Restated Bylaws of Highlands 460 Civic Association Inc. state that membership is granted based upon “ownership of a single unit family dwelling located in the area known as Highlands 460 . . .” (Article 2, Section 2.1). Aragon pointed out that the organization has always been a CA not an HOA. When asked, he stated that Altitude Law is the law firm that the CA uses.

Introduction of Board Members: Aragon introduced the board members attending the meeting. Each gave a short introductory statement about their experience. Currently, the position of Secretary and Vice President is vacant. Michelle Holbrook noted that the position of Secretary is a requirement in the Bylaws. Aragon stated that Darian Gehring will be joining the board in the Vice President position. She was appointed by JP last week. Michelle Holbrook asked about previous meeting minutes and financial statements, stating that she had requested these documents but they were never provided. She also asked about the removal of Rich Wise and asked for more transparency of the actions taken by the Board. Numerous questions arose about the above issues.

Covenants: Aragon stated that he was making an effort toward covenant enforcement and progress was being made to have the homeowners adhere to the covenant requirements. He stated that a third party company had been hired to enforce the covenants.

Bylaws of Highlands 460 Civic Association: It was pointed out that this document had not be amended since 1996. There were some issues identified by participants and several volunteered to work on updating the document.

Financial Report: Paeplow placed the Financial Report on the screen and began discussing the contents. He reported that Total Assets are $70,274, much of which is in CDs. Liquid Assets are $19,000. Several issues were discussed concerning the Financial Report:

· The bank account at MCU was changed to a new account in June, 2021 as per credit union regulations when there is a problem with the account, i.e. Rich Wise refused to be signed off of the account. Aragon did not answer the question by a participant as to the reason Rich Wise was removed from the Board. It was pointed out that there have been numerous requests for Minutes of the Board meetings and Financial Reports but the requests for these documents have been ignored.

· Aragon reported that there was a problem with the H460 Bank Card. He had set up electronic payments for bill paying using the H460 bank card on his phone but when using his phone for personal bills, somehow the payment came from the H460 account rather than his personal account. At the time, he did not realize that it had happened, but the error resulted in approximately $8,000 being paid from the H460 account rather than his personal account. This was discovered by Paeplow shortly after obtaining access to the bank accounts. He obtained access to the bank accounts August 27, 2021. Aragon has committed to pay the money back, but this has not been done to date.

· There was confusion about why Paeplow did not access to the bank account until August 2021. Aragon stated that Paeplow had not completed the paper work necessary at MCU; Paeplow stated that this is not how he understood it. Paeplow stated he had asked several times for access. There was a question about an e-mail sent by the credit union regarding this matter to Aragon that he denied receiving. Carrie Reger showed him a copy of the e-mail that she had requested from the credit union requesting JP sign and return paperwork

· There was a question about the vendors that have received payments for services rendered. Carrie Reger and Michelle Holbrook requested Aragon and Paeplow provide more details about the specific vendors that Aragon is a financial connection. They include Adept Counseling, the company that provided CPR/first aid training for residents; the amount of $2,300 was questioned as payment for 5 or 6 students when there are community organizations that would have provided the training for a lesser amount. The Hosting company for the H460.org website has some connection with Aragon. When asked about the ethical issues with these two entities, Aragon did admit that some may have an issue with his role as President and awarding contracts with companies that he has a financial interest in. Aragon offered to pay back the money for the CPR class.

· Paeplow listed several financial challenges going forward: registering with state regulatory agencies, no tax returns filed for the organization, insurance for the Directors has lapsed, paying bills in a timely manner, issuing monthly financial reports, and segregation of duties and controls.

· Storage Unit questions included who gave authority for this expense and are there minutes available to support this item.

· Nonpayment of the post office box resulting in it being locked to our access.

The discussion on the above topics was intense mainly due to the lack of transparency. Molly Scheidt voiced her concern about the involvement of Aragon in the vendors used by the association. Michelle Holbrook asked to remove Aragon from office, Cheriese Marczyk also supported. Before this motion could be voted on, Aragon got angry and resigned from the position and left the meeting. Paeplow then made a motion to remove Aragon from his office as President, Jean McHarge seconded and the vote was unanimously approved, leaving two directors and one remaining officer.

Discussion centered on actions necessary to move forward.

· Paeplow stated he would send the Financial Report to Alison Meininger for posting on the website.

· Work needs to begin to retrieve all the necessary paperwork and software access from Aragon.

· Michelle Holbrook indicated that she has a web site ready to go just in case Aragon’s company takes down the current one.

· A regular meeting will be held on November 4, 2021.

· At the regular December meeting, decisions will be made concerning the annual meeting.

· Meininger will contact Colorado Lasertype about the time frame with the newsletter, and how long it would take to mail out a postcard notifying residents about upcoming events. Michelle Holbrook volunteered to assist with drafting the postcard.

· Paeplow will resolve the issue with the post office.

· Paeplow will resolve the issue with the officers insurance.

· Paeplow will complete the financials up until October 31, 2021.

· Meininger will work on obtaining access to the storage unit.

· Attach the Attendee list to the meeting minutes.

· Write a letter of thanks for Aragon for his work on behalf of the organization

The meeting was adjourned by Paeplow at 9:07 pm.

Respectfully submitted:

Alison Meininger