Lago Vista Independent School District (LVISD)

 

I asked the new 2011 LVPOA BOD about the park sale. The 2010 BODs had told me to ask the 2011 BODs so asking the question should be a cakewalk right? Not so much...

When you're reading these, I hope you'll use your active thought processes to ask yourself some questions. Wouldn't an honest broker with no agenda simply answer questions? Are these logical responses to rational questions? Do the responses answer or obfuscate? And so on.

Notice after all this from June until November I still did not have an answer about the future of the park!

Back in October, see last post, several directors had said it was a matter for the new board. So it had to wait. In the meantime, several of us communicated with candidates so we could pool resources to save time for all concerned, and waited for the election so I could ask the next board. The board was finally elected, and seated.

THIS IS IMPORTANT: I had already confirmed the private park sale meeting, three of the five board members knew they had told me to wait until the new board was seated. Three of them had been involved since June as 2010 board members.

It was time to ask. The questions for the next board continues here. That's where it gets even stranger.

Like the last post, this post is primarily emails which are self explanatory for the most part. Some are long winded but I'd been working on this since June and it was now November. I was tired of the runaround so I was intentionally being very detailed to make it harder to not understand. It was time to get some answers, if that were possible.

There are references to the books. That was resolved on November 11, 2010. There was a misunderstanding about the books, and once we got to the bottom of it, we found that's all it was, a misunderstanding. If I skip over those sections, it would leave an open question for anyone who reads the underlying emails even though it is actually resolved. Instead, where possible I'll snip it out but include a note for completeness. Where it is too deeply intermixed to snip and replace with a note, I'll leave it in place with an explanation after.

They had told me to check back and I was doing so. In addition, I had a hunch, later proved correct in with the park lease, that the issue wasn't really dead. That was no psychic feat. It derived from the simple question, if it's over why not just say so and be done with it?

I had had trouble getting straight answers so I felt I needed to be very detailed.

I was trying to get ahead of issue this time both since three of five board members I was writing now were the exact same members I was dealing with before who had told me to wait until the new board was seated, and since this had gone on at this point from June 2010 until November 2010.

On November 09, 2010 3:13 AM I wrote:

Deborah, and the new 2010-2011 LV POA Board of Directors,

There are two issues left over from the prior board which I am asking the new board to address in writing. I believe these to be simple, common sense items from a shareholder perspective, and I am asking for a written response.

1. I'm asking for the BOD to make a resolution now in writing, perhaps later implement a by-law, that no park can be sold without five things. Last time we found out about the potential for a park sale by accident. It had been a secret from the members as I understand it. I'd written the prior BOD to make sure selling a park is a dead issue. The prior BOD said it was a dead issue for them but they could not control the incoming BOD. You're in now, so here we go. Saying it's a dead issue now and only saying that really doesn't cut it because it could be dead now, alive tomorrow. Whether or not the suggestions below are amenable, I think all agree that as a shareholder, now knowing of previously secret meetings on such a large change in the organization, it is reasonable to ask for something more substantial than saying it's dead right now, this instant. I'd hope you'd see these as a shareholder asking for simple common sense protections from a shareholder perspective, not as a list of demands.

1.1. Since parks are special, unique, and irreplaceable, a loss of a park will create a unique loss in shareholder value and a loss in capacity with no corresponding reduction in eventual populated lot utilization, no matter the financials. A new building or other amenity will never compensate for the loss of a park. Our POA is supposed to be a structure left in place by the developer to allow them to cash out while providing attractions to attract buyers to maintain an after market for our lots within the POA footprint. Handing over a park at any price results in less desirability our lots and heightened desirability for lots outside the footprint by selling a unique competitive advantage to competitors. Further, the loss of a park could result in a loss in membership since some would be unwilling to continue pay for private amenities they no longer get while living next to a public park. Some would balk at paying a membership to an organization that reduced their lot's marketability by converting a neighboring private amenity they bought to live near, into a less desirable public amenity. Further, since there would be fewer amenities for the same number of members, this could be objectively considered a reduction in desirability of membership for any members located anywhere in the POA. In addition, the loss of a park would be a signal that members could no longer depend on the POA to maintain the amenities, anything could be sold at any time, potential buyers and current owners would be wise to consider moving somewhere more stable, reducing the desirability of being a member anywhere in the POA footprint. Also, the POA assets belong to the members, in a case where a unique irreplaceable asset is sold, I would argue that the proper place for the funds to go is to the owners rather than into some other investment.

1.2. For those reasons and for other reasons to numerous to list here, I'm asking for written requirements that – From date forward, that a shareholder vote is required to sell any park, or other large amenity, and

1.3. That there will be no secret meetings, only well advertised, open to members, transparent meetings on any potential sales, or sales, and

1.4. That any park, or other large amenity, sale must be put on the open market where it is sold for at least fair market value to the highest bidder, and

1.5. That no park, or other large amenity, will ever be sold for less than fair market value, and

1.6. And I am asking the board to commit that proceeds from any park sale will be distributed to the shareholders either in cash or capital credits. (Non-profits CAN distribute the excess surplus to members; the PEC is member owned, and it provides capital credits to it's members for any excess surplus.)

1.7. Ideally, the above would be made into a by-law if agreeable so that future boards would indeed be limited but for now a written commitment covering this BOD is requested.

2. I am asking now for the new board to open the books completely now.{This was about the financial books. I have cut this because it was resolved as a misunderstanding on November 11, 2010. It is present in the email pdf if you want to read it.}

End of Email

On November 09, 2010 5:38 PM Jo Anne Molloy wrote:

I am not a new member. I don,t believe we have ever had secret meeting. Our work sessions appear to be secret as we don,t invite the public but if you want to attend, it will be fine. I for one do not intend to sell a park at less then market price.

On November 09, 2010 11:28 PM I responded to her:

I appreciate both, especially that about full price! I honestly, truly do! I might take you up on the Tuesday meetings sometimes. But, that's only part of it, and again, please keep in mind I mean nothing nefarious about the BOD.

I was referring to negotiations prior between the COLV and LVPOA BOD on the park where the city returned with an offer of $1 which I don't think many of us knew about until after. The reason I was asking for a response on secret meetings is because by all accounts of those exchange(s), the Mayor and COLV City Council want to have private (aka secret) meetings going forward. I believe Dave and Gary when they wrote the issue was dead for the prior BOD. But, they had also said they can't constrain the next BOD, the one which is in place now.

For example, who is to say that the COLV doesn't realize the $1 is a non-starter, and come back privately with a realistic offer tomorrow to the new BOD? In that case nothing untoward happened, all told the truth that the deal was dead when they were asked, but following that a private secret meeting selling the park could occur.

So, I'm simply asking that the BOD consider some points in advance. My brain is no better or worse than any of yours. I just think the more eyes and brains on a big issue, the better. Also, I admit, I believe the parks are our most valuable resources, that they will become more rare and valuable as parks as the area develops, consuming green space, so I would argue they are literally priceless.

Same on the books. {This was about the financial books. I have cut this because it was resolved as a misunderstanding on November 11, 2010. It is present in the email pdf if you want to read it.}

Again, thanks for saying you won't sell a park for less than market price! That alone is a biggie and it is very reassuring! And for inviting me to the work sessions too! When events warrant, I'll take you up on it!

Notice that my hypothetical is exactly how Nancy Oliver, Dave Freeman, and Blaine Standiford are trying to say the lease meeting is ok when it isn't, in my view. We were mislead as you will see going forward. Jo Anne does not appear to be involved at this time. I mention it here because I told her it would happen right here in this email and that is what occurred. Two days later, November 11, 2010 Nancy Oliver, Dave Freeman, and Blaine Standiford told us a park deal was dead, they formed a committee with the city, we believed them and left. As soon as we're gone suddenly there is another offer for a lease as quoted in the January 13 LVPOA meeting minutes. Notice there was only one LVPOA BOD meeting between, the December 2010 one, by the following meeting the January 13 meeting, they reported the lease plans.

On November 10, 2010 10:48 AM Nancy Oliver wrote: "We are getting back to you. Shortly"

On November 11, 2010 6:03 PM, I responded "Thanks!"

On November 11, 2010 6:07 PM Blaine Standiford wrote:

As a newly elected member to the POA board of directors, I felt compelled to be the one to reply to your email. Over the past 2 years, as a member seeking a spot on the board, I have attended nearly every open board meeting and I have spoken with dozens and dozens of other members in regard to the POA, the sitting board and the POA management staff. In all that time, I never ran across anyone with opinions such as yours. I personally find your comments a bit inflamatory and your email contains numerous allegations, which I am certain are simply misunderstandings. I hope to clarify things for you. I have found the past boards and the management staff to be extremely professional, helpful and ethical. I have never seen an organization that is more transparent and open to its members. The current outstanding fiscal status of the POA and the quality of our parks and facilites is a direct result of their efforts. In a time when everyone has been hit hard economically and people have been forced to do more with less, the POA management staff has over achieved and done much more than ever before to improve the POA and they did not even receive any sort of pay raise during 2010, in an effort to help maintain our current financial strength. The volunteers that serve as board members have given freely of their time and skills to implement policies and procedures that have dramatically improved the privacy and security of our POA parks and facilities and the new board is already working very hard to continue with this positive momentum, so that the future remains bright for all current and future members. I can assure you that the board of directors and the staff will not do anything that will damage or harm the POA resources in any way and they have acted properly and in accordance with their authority and responsibility to the members.

I can see only 2 possible ways that the sale of any park would even be mentioned. The first scenario would be selling a little used or limited use park to raise capital for the purchase of another, more useful piece of property, for a future park. This has not happened. The second scenario would be to raise capital for the purpose of building additional facilities at an existing park. This could include a new pool or pavillion or marina etc. This has not happened either. If the members want more parks or facilities, then these scenarios might be addressed. The other option would be to incresae annual assessments. Either way, the board will seek input from the membership. The scenario you mention, where a park is sold and the proceeds are distributed to you, as a member, as some sort of dividend will not and should not happen. That is not the purpose of or the goal of the board and the staff. The only way you might receive any sort of financial gain would be to sell your home and/or property and take advantage of the great situation the POA is in and enjoy the increased value it will add to your sale price.

The previous boards have and this board will continue to work within the guide lines set forth in the POA bylaws and by the laws of the State of Texas to perform as efficiently and effectively as possible for all the members. The board is elected by the members to represent them in all matters concerning the POA and act on their behalf to preserve and, if possible, increase the assets of the POA. The previous boards and this board have gone to great lengths to seek the opinion and input of the members on various issues and this effort will continue, as we make decisions about parks, facilities and assessments. The POA has never been more financially fit and our parks and facilities have been improved dramatically over the past few years. I guess that is why I am so surprised by your allegations, which I think I have shown to be just misunderstandings, as we should be thanking the staff and the past board members who have facilitated this situation of excellence. There are no secrets and nothing is being hidden from anyone and I can assure you there is no conspiracy theory in place to mis-lead or deceive the members of the POA. You can visit WWW.LVPOA.org and see just about every piece of information there is about the POA and its financial condition, as well as meeting minutes and agendas. You can also see topics of discussion about future plans and or projects that are being considered. I ask you, how can the POA possibly be more transparent? The past boards (volunteers) and the current staff have worked very hard to serve POA membership and they have done an outstanding job.

Feel free to respond to me directly with your comments and concerns, but please do so with a positive attitude, as I am a positive person and everything about the condition of the POA is positive. I have been very involved over the past 2-3 years and I am quite certain that nothing inappropriate has or ever will be done by the sitting board(s).

End of email

Later, I was told after the election, Blaine said to someone - now that he was elected he could do something about the park. But, he wouldn't say what. The person does not want to go on record. I believe them because they said they heard it with their ears from his mouth. The other reason I believe it is because it makes no sense for someone uninvolved who first steps into a new role to get upset over someone asking about things that had occurred before they started. Blaine was one of the biggest reactors at the November 11, 2010 board meeting, also after. Also, Blaine has been a key player in subsequent events of the park lease.

Notice Nancy had said they would respond, then Blaine did. All the board members were copied so except possibly for Karen Wallace who was new, they all knew his statements were not accurate, yet they said nothing. That seems very strange if they were not hiding something, especially given the events of the park lease which occurred shorly after. Those also involved Nancy Oliver, and Blaine Standiford.

I'd just asked about something 3 of 5 board members had detailed knowledge of because we had been going over it for months, all because they would not answer then either. All 3 were aware I had been asked by them to wait to ask about it when the new board was seated. You can read all about it in the prior LVPOA posts, you will find the emails went on forever because I could not get a straight answer from them then either.

I was asked to check with the new board when it was seated. That is exactly what I had done. I'd just waited, then asked the new board exactly as they had requested for me to do it.

Instead of an answer, I got this. 3 of 5 board members knew about all the emails and meetings from June through November 2010, yet somehow he was chosen or took it on himself. If he took it on himself, why didn't any of them speak up? Blaine was telling me things never happened when I have the emails and they have the emails. You have them too now, right here on this site. Whatever was going on, you can see what really occurred.

On November 11, 2010 6:26 PM I responded:

You did not address my concerns. This are known facts, Gary had stated it several times before candidates night, and it came up on candidates night in your presence, that there was an attempt to sell a park, where the City came back with an offer of $1 and a request for private meetings. Maybe you can direct me to where those meetings were posted and the wide dissemination of the fact that a park sale was under consideration. If so, I will remove the secret aspect, but even that does not address the issue at hand. I asked the prior BOD for confirmation it was a dead issue. They emailed back that this park sale is a dead issue for them but that they cannot constrain the new board.This is "old board" meaning the entire LVPOA board prior to the election, "new board" meaning the entire new LVPOA board after the election. One can easily see that the COLV could decide that the $1 was inadequate and come back with a higher offer to the new BOD in private meetings. Nothing you said addresses any of that and they are not going away. You, yourself, ran on the premise that more eyes, and greater transparency were better.

Second, {This was about the financial books. I have cut this because it was resolved as a misunderstanding on November 11, 2010. It is present in the email pdf if you want to read it.}

I am sorry if simple shareholder questions result in bad feelings on your end, but these are pretty basic business questions which deserve a straightforward answer, not an attempt to deflect attention with other concerns and by addressing the questions themselves.

End of email

On November 11, 2010 6:58 PM Karen Wallace told me about the misunderstanding of the books but I was working with Blaine on the other emails and did not see her message. However, we resolved the books issue in the meeting that night. {This was about the financial books. I have cut this because it was resolved as a misunderstanding on November 11, 2010. It is present in the email pdf if you want to read it.}

On November 11, 2010 6:59 PM Blaine wrote:

I am not sure what your questions of Gary were and what your conversation was about. I cannot speak to that issue. Paragraph 2 of what I sent CLEARLY outlines the only 2 scenarios I can invision where the sale of a park is even on the table. As far as the $1 dollar issue and the private meetings, I think the comment was made sarcastically and was not part of any negotiation. The POA did request to sit down with the city and discuss parks AFTER the city released its parks master plan and the city did want the meetings to be behind closed doors, as I understand it, and the POA board and staff refused, so no meetings took place that I am aware of.

The issue of what Tony brought up was not a secret issue either. He just did not have all the info at the time. As I recall, he wanted to pre-pay the debt down for the marina and eliminate it. What he did not know at the time and what was provided to all of us, was that there is a pre-payoff penalty in place by Compass bank and they will not wave it. Paying off the debt early would actually cost the POA more money. Still not a secret, just not known or understood at the time. That issue is in the process of being resolved and is tied to the purchase of the new Boggy Ford land and restructuring of the debt. Lastly, I ran on the premise that transparency is good. Not that the POA needs more. If we can find a way for more transparency, then I am certainly for it. I don't see any way to improve it at this point. I will keep you advised.

I have no bad feelings, I simply think you are not fully understanding the issues and I am trying to provide you the info you seek. You are not really asking any questions, just sort of making inaccurate statements and making demands. I want to help and I will provide you all the info I have, as will any other board member. Once again, there is nothing to hide and no "secret" meetings took place. There may have been some off the record discussions or something of that nature, but that certainly is nothing official and the sale of a park has not been an agenda item at any time that I can recall.

End of email

After waiting all that time, June through November 2010, reading and writing all the emails you can see right here on this site, going to meetings, asking repeatedly with Dave Freeman being one of the ones telling me they cannot constrain the old board, that I have to wait and ask the new board, even though he knows that 3 of 5, a majority are the exact same people. I did wait, as he asked. I did ask the new board. First, Blaine Standiford gives me a non-answer. So, I complained. Then after all that, knowing he is the one who has been delaying all along, Dave Freeman, who told me to wait and ask which I was now doing, instead of answering me Dave Freeman wrote this. I'm glad I didn't see this before the meeting or it would have been even hotter.

November 11, 2010 6:59 PM Dave Freeman wrote:

why don't you give it a break. Your continual dialogue is getting very tiresome.

I guess I should have asked your opinion a couple of weeks ago when we "the old board" decided to buy this wonderful piece of property, not for ourselves buy for the LVPOA Members/Shareholders.

If you are so concerned about what's going on, why didn't you run for the board. You'll recall I specifically asked you a few months ago if you would and you said no.

I guess you'd rather just sit on the fence and snipe about this or that.

End of email

Next came the meeting of November 11, 2010 where a lot of things finally came to light.