Wednesday, November 30, 2016

Records request of CAI Central Arizona

See email below to the CAI Central Arizona Board
From: John Sellers []
Sent: Wednesday, November 30, 2016 12:13 PM
To:;;; Josh Bolen - Carpenter Hazlewood, Delgado & Bolen, PLC <>;; Linda VanGelder - ALPHA Community Management <>; Mark Wade - Leisure World Community Association <>;;  < >;
Cc: 'Kayte Comes' <>;;
Subject: Records Request

To: Mark Wade CAI - CAZ President

I had a very productive meeting yesterday with Kayte who provided me with everything she had. It’s good to know matters are in such good hands. She also gave me your email, as I believe you’re in-between jobs.
My initial purpose was to see how compliant CAI CAZ was with the basic provisions of ARS 10, the fundamental laws of corporate governance. Mainly because a number of CAI member attorneys are fond of citing ARS 10 as a means of challenging the primacy of ARS 33 over transparency issues. I am one of two people who won cases quashing that conflict at the OAH. I also wanted to see the minutes of the Board Meeting at which the Board decided whether to comply with ARS 10-11620 in regards to the supply of Annual Statements which is not subject to a 6 months’ membership test. See attached excerpts from ARS 10 HERE. Although not previously supplied, Kayte satisfied that request yesterday. The minutes however, especially of the meeting referred to above conducted in Executive Session were not supplied, because apparently, Board Members keep them.
I also learnt of the Legislative Action Committee.
I am at a loss to understand why a decision to comply with a simple statute was conducted in Executive Session. None of the applicable exceptions in 10-11602 F apply. There was no discussion of personal matters, pending or contemplated litigation or matters relating to enforcement of the corporation's documents or rules. The exception for communications was quite clear – “Communications between an attorney for the corporation and the corporation”. Although two attorneys were present, Mr. Bolen and Shaw, they are not attorneys for the corporation and consideration is being given to hiring Fennemore Craig. They were also not present at the meeting.
Consequently, I’d like to request to both inspect, or preferably just receive, copies of all the last three years of minutes of both the Board and the Legislative Action Committee.
Might I suggest that if some of the august members of the Bar who populate your Board from time to time objected, that would not be unusual. In which case a refusal to satisfy my request would lead to further action
I have a much simpler and cheaper solution though. Just simply ask Fennemore Craig, who I strongly recommend for basic corporate governance issues. If they deny my request in writing, you’ll hear no more about the matter. I’m not an attorney, but quite happy to rely in this instance on a quality firm.
I also might add that the one of the current Board attorney members has demonstrated a remarkable appreciation of the law previously. I commend you to read the attached  HERE from Mr. Bolen who I don’t think has any appreciation of bankruptcy law. In particular advertising payments seemingly “out of the ordinary course of business” within 90 days of bankruptcy. And he’s a partner, according to the Reverend Ekmark, in the largest HOA law firm on the planet. See attached HERE
Pursuant to ARS 10- 11602 C, my request, as a CAI CAZ Member for longer than 6 months, is in good faith and for a proper purpose, and describes the records I desire to inspect. I seek them to determine if the conduct of the Legislative Action Committee, with its commonality with AACM, a for-profit corporation, is consistent with preserving the non-profit status of CAI CAZ.