Letter to Homeowners June 18 with Photos and letters from M.Shmidt.

Recently, Tom & Betty Normand wrote a letter to homeowners in which they asked me to provide some specifics about the reasons why I believe this Board should to be recalled. First, this recall is not about me. I don’t serve on any committees, nor am I a member of the Board. Therefore, I really have no agenda or personality conflicts with anyone. Nor am I alone in support of this recall. I have lived here for 16 years. Some supporters of the recall have lived here longer. We all did not spontaneously get up on the wrong side of the bed and decide that after 35 years it was time for the “first recall” ever. The stark, naked truth is the Board brought this on themselves.

I understand that fewer than 50% of the homeowners live here full time. My letters have really been addressed to the remainder who do not. Those that live here can see for themselves and are more able to attend Board meetings to witness the Board’s behavior. Those that don’t live here have limited (and perhaps biased) sources of information about their second homes, investment, assessments, or the dues they pay every month.

How do most of you, who are not full time residents, have any real information about what happens here? I would think most of you would take for granted that we have a Board that acts lawfully, that utilizes best practices and operates in the best interests of the complex as a whole.

Your hopes and assumptions that the Board acts properly and lawfully would be understandable. In the opinion of too many who live here, including me, this Board does not and they have lost control. So let’s get started with some facts.

Lavishing resources on themselves.

It has been our basic premise that this Board has allowed a select few homeowners to use our precious labor and resources for their own benefit. Two of these homeowners have been represented by the Board as being on the Landscape Committee. To support this factually, I have posted on the blog photographs of some of the “special units”. For those who don’t have computer access please contact me for hard copies.

One of the photographs you will see is the landscaping in front of the unit owned by Tom & Betty Normand, who wrote the letter of support, only they forgot to tell you that one of them is on the Landscape Committee (Chair at one point) and the other was the Board President when the Board embarked on their agenda to renovate our landscape. He also currently serves as Chair of the Finance Committee.

Other photographs show removal of a Coral tree along the stream and another the recent reconstruction of our pond that flows in front of their unit. This reconstruction was performed without formal Board approval or without submission to our Architectural Committee. Further, the pond which is one of our center pieces now has a “patchwork, disconnected appearance” and bushes and plants are being damaged or allowed to die in order to allow more changes to be made. These changes were made without any consideration being given to the loss of privacy to neighboring units or noise abatement both cited in the governing CC&Rs as considerations by the Board for landscape changes. Creating or maintaining a view for a homeowner is NOT.

Redo of Pond Photos

Most importantly, however, is that this use of our resources deprived us of having our employees performing the rigorous routine maintenance schedule that an aging complex needs not to fall apart (think restroom in grocery store where the maintenance log is ignored). And this is just one example of many.

Neglected Maintenance

Neglected Maintenance

Photos Showing Neglected Maintenance

Another photograph is of a “specially trimmed” tree that gave the “special homeowner” their requested “right to a view.” The problem with this is neither our governing by-laws nor CC&Rs, nor the State of California, gives any homeowner a “right to a view”. This right was granted by a member of the Landscape Committee to another Landscape Committee member. (For those who dispute this, please see the Board minutes or ask me for a copy.) The more serious problem with these “special tree trimmings” is that for the first time we ran out of money before all the trees could be trimmed. Not to mention it raises serious questions about who is in control.

Unlawful delegation of authority.

As shown above, we have a Landscape Committee that has, in part, become the Board. According to “best practices” and California law, certain functions can only be performed by a Board. The reasons are obvious. Boards are elected by the members and are accountable to the members. Privileged few and committees are not elected by anyone. They have no accountability to anyone. Inevitably, as is the case here, the process disintegrates, and our complex begins to degrade. As an example, some of our Board members were not even aware that the pond was being reconstructed! Imagine that.

Deceptive practices.

1. We need to dramatically change the landscape due to government mandates. Until my first letter informing you just what those mandates really are, the Board had no problem misleading us into an irreversible course of change. For example, artificial turf that has absolutely no appreciation for our recent rains. Talk about a waste of money. When the Board tried to have this put on the bluff, supposedly at the request of 30 homeowners (but anonymous homeowners known only to the Board) they belatedly found out that the Coastal Commission wouldn’t allow this. So now we have one area of artificial turf that doesn’t go with anything.

2. We have a five-year phased landscaping plan (but you don’t get to see it and we keep having to pay advisors to work on it and “in the future” the Board is going get homeowners input). This one is pretty self evident, as we are now on our third phase and our third or fourth landscape architect, or the like, I forget.

3. We have to drastically change the landscaping due to controlling water costs. The water costs cited by the supporters’ letter were for the entire complex. The pools, the individual units, and not just the landscaping. In fact, we really don’t know what our future water costs will be since the formula is always changing. For example, the most recent formula bases present water costs on a prior year. Use too little one year, and pay too much the next!

By the way, before you were finally informed that landscaping changes were not due to government mandates, our plants were water starved to make it look like change was necessary. Now we are having a recall, our water usage has skyrocketed to make everything look great. Oh, and even I can do the math to figure out that the 24% water reduction in 2009 posted outside our complex was due to just not watering per the level 2 mandate. That’s why these signs are everywhere in Solana Beach.

4. We doubled our earthquake insurance for free. No we didn’t. We paid $5,000 more for insurance we didn’t need. That is why suddenly we are all getting letters about purchasing individual stop gap insurance. We were led to a false sense of security.

5. We don’t have the right to learn about litigation, and the Board can’t discuss it. Any litigation is a “significant development” where the homeowners should be informed. It is a public record. The whole world, except for you, of course, is entitled to know it. The Board can’t discuss it because the Board’s intransigence, in my opinion, caused it. (Remember I am a litigation attorney.). Oh, and by the way is a required disclosure in the audited financial statements.

6. We have avoided the shocking assessments of some of the other complexes but our turn is coming. We may have avoided the six-figure assessments of other bluff complexes by not building to the edge of the cliff, not by Board action. Our developers had providence not to make that mistake. Also, because of our award winning landscape design we will most likely not have to undergo the major exterior improvements that have resulted in hefty assessments. Our complex was designed with structural simplicity. Again we owe gratitude to the wisdom of our developers. Further, our size has given us an advantage over the other bluff complexes because we spread our maintenance costs over 188 units. Until recently we have taken advantage of our size by focusing on "preservation and maintenance" of our "park like setting". (Remember why you bought here). However, if we don't stop making uninformed and unwise changes, our size will work against us. In fact, our size will put us in serious financial risk. Imagine the costs of correcting a poor choice for a complex our size. Especially by an unelected committee that has taken over the functions of the Board! We nearly made that mistake with the electrical panels.

Unfortunately, I could go on and on with reasons to support the recall of the Board and cite more examples, but I’d like to invite others to respond and share their thoughts. As my previous letter indicated, a blog (http://seascapesur-election.blogspot.com/) has been set up to try and facilitate more information sharing, especially for non-resident owners. For those of you who keep asking the Board and management what are water cost have been in the past and get no response, I’ve enclosed a historical cost chart. Information comes directly from our audited financial statements. Sure doesn’t build a case for a six figure renovation of our landscape.

Regards,

Martin Schmidt

Martins607@aol.com

(619) 300–1526 (After 6:00 pm PST)

Letter to the Board of Directors from Bill Gifford May 2009

THIS IS INCLUDED AS IT SHOWS THAT A NUMBER OF ISSUES WERE BROUGHT TO THE ATTENTION OF THE BOARD OVER A YEAR AGO

2008-2010

These are my thoughts and suggestions as a homeowner and Board Member on

how this Board could be administered.

12-08 I was not on the Board electric panel suggestions

5-09 I was on the Board suggestions and abuse of Board quorum, politics

5-09 I was on the Board notes, pool signs, umbrellas, Phase 1 landscape

information

6-09 I was on the Board maintenance, electric panels

8-09 I was on the Board telephone conferencing, communication, gardening crew, email request on Phase 1Iandscape

9-09 I was on the Board Cease and desist letter

Future Letter to be continued

1st attorney letter to Seascape Sur Board from Bill Gifford

Seascape Sur attorney letter to Bill Gifford

2'd attorney letter to Seascape Board from Bill Gifford

Censor of Bill Gifford

Dan Mc Cu!lough — request to resign and rebuttal

History Phase 1

Landscape history

Tree Trimming

Gardener's dismissal

New gardening company

Phase 2 and beyond


12-08 I was not on the Board – Electrical Panel Suggestions



Concerning the "electrical panel panic fiasco." I would recommend a SPECIAL PUBLIC MEETING as soon as possible with an electrical

contract consultant to represent Seascape Sur interest. We have a landscape consultant why not an electrical contractor consultant? He could possibly save us thousands of dollars if not hundreds of thousands. We need a professional consultant with expertise who will be held responsible to guide us through this major undertaking. Sooner the better!!

Merry Christmas, Bill Gifford

Subject: Board Meetings. I was on Board Suggestions and abuse of Board quorum, politics

Dear Board Members,

I have some things I would like to clarify with the Board. Also answers to questions concerning our actions taken by the Board.

The use of three Board Members as a quorum, authorizing Management to conduct business in the name of the Board is currently being abused.

This practice though legal was meant to be used in emergency situations only. We do not currently have any such emergency situations that cannot be addressed at our regular Board meeting. At that time it can be thoroughly discussed and debated in public or executive sessions. Using the three Board authority undermines the purpose of a five Board Membership. All five Board Members should be contacted by phone if necessary. Information or opinions can go out by e-mail, letter, or telephone any time between Board meetings. All decisions affecting Seascape owners should be voted on by all five directors. All correspondence to members, action taken, and purchases over $500.00 should be authorized by not 1,2,or 3 directors, but by the full five member Board.

Safety is in numbers as in the case of the recently proposed letter to Alayne Harris. All the Board members input is necessary. There are many problems that I can for see with the release of this letter.

Current information from Bob by e-mail would be helpful, but everyday exchange of e-mail requiring immediate action is not helpful.

I am asking the Board for assistance in receiving a three year major project plan in writing by June 1st• It has been 18 months since I first proposed a 3 to 5 year plan and to date nothing has developed. At the next Board Meeting

I will ask for four items to be discussed. They will be on the agenda.

A three year plan proposal in writing of major projects to begin work Sept 1st. (This plan would be due June first.)

2. A thirty day maintenance plan in writing put in the Board pak for May HOA Meeting, and a 30 day plan for each subsequence monthly meeting.

3. Executive session with five Board Members only. It is time to separate Board and Management.(We could hold Management over for five or ten minutes if we have questions on the agenda.)

4. More input and oversight of Seascape Sur by all five directors participating, without micromanaging the property.

Input appreciated. I will be happy to discuss any questions, or comments you may have. My cell# is 213-718-8700 (Can always be reached on cell.) Home 858-259-9381 Bill Gifford

bigtomatopcox.net

6/12/2009

I Was On the Board –Notes, Pool Signs, Umbrellas, Phase 1 Landscape Information

I have several items I would like to address to the Board Members regarding past and future meetings. These items are not of emergency nature.

1. Perhaps in our June agenda we could ask all residents to hold comments until the end of our regular meeting as we did in our May Meeting. This would enable owners to comment on current reports.

2. Our C.D. of May 27th with Smith Barney was placed with Pacific Bank in a ten month note at 2.3 percent.

3. Regarding pool signs in the North pool. Replace safety sign, life guard, and rule signs as they are faded. Add spa sign on spa door. South pool replace safety, and life guard sign both of them are faded, take down rules sign this is also faded. (This will still leave one rules sign.) Add spa sign on spa door. Vote in June Meeting?

4. Trash receptacles: Tabling the vote to buy containers was a good call by Dan. Color photos will be in June's Board pak with delivery cost, everything has sales tax. I don't know if they are a necessary expense but note trash receptacles instead of garbage cans by the mail boxes. Vote in June Meeting?

5. Pool umbrellas: Items of concern. View? Non issue. Liability? No more than deck chairs or the pool itself. Necessary? If there is a concern of residents vying for shade spots I think you can say umbrellas would be desirable for our community. Vote in June Meeting?

6. Last quotes on pottery cost $900 to $1200 and still looking. Plus tax? Plus delivery? Local supplier has selections of large pots in various sizes and colors. Prices are $200 to $300.00 plus tax and delivery. A picture of one of the pots is attached. Vote in the June Meeting?

7. I was present when Abraham showed the irrigation pipe that was improperly installed, this was a new connection. Was it installed by Seascape Sur or Mr. Chilson? If it was Mr. Chilson he should be back billed for a full day's wages for our entire crew. Hope we are not eating this bill in addition to a very extensive change order. Discuss in June executive session.

8. Landscape notes. I voted with the other Board Members to appropriate money for pottery and ocean front planting with consulting services by John Ploetz, I am having second thoughts. Surely we must have enough knowledgeable residents to select drought resistant and cost effect plants for the ocean front without incurring a consultant's fee. Barring future water restrictions will this be the end of the landscape concept work for the CALENDAR YEAR 2009? Let's direct our attention to normal seasonal planting throughout the complex for the balance of the calendar year of 2009 Discuss in June Meeting.

9. Swimming Pool: I understand Allan is not happy with Gail's response letter, and wants to pursue other remedies. When residents feel strongly on an issue and take time to write a letter they are concerned! Gail wrote an excellent letter in acknowledgement of his concerns. It was totally impartially (unless Allan wanted total capitulation.) However, in response to noise complaints and in respect to adjacent home owners to the pool, we as parents and grandparents are making every effort to comply by tempering the children's enthusiasm.

10. Expanding Landscape committee: I addressed my concerns that two or maybe even one person is making all the Landscape decisions and I suggested having more owners become involved. This was promptly shut down by Bill with no discussion. This community will never heal with this type of attitude and it is positively unhealthy, unnecessary, and uncalled for in both committees and monthly Board Meetings. We on the Finance Committee had full discussions and total input of all its committee members and it was very productive. However, limiting the committee to four members in order to exclude unpopular owners deprives us of additional and knowledge people. For the good of the community indeed our duty as Board Members is to look beyond personal, petty, preferences. One or even two people do not make a committee. This applies to architect, Landscape, and finance committees. Committees would function more efficiently without the interference of the Board. Remember Finance and Landscape committees are advisory only. I'm sure we can find owners that have the knowledge, and are willing to attend meetings, do the hard work and have as much of a financial stake in the property as we have. I am not talking about the last Landscape committee as I doubt that any of them would serve. Once again I plan on bringing a motion to form a Landscape committee and ask for volunteers.

Looking forward to having these issues discussed at the June Board Meeting. Bill

6-09 I was on the Board – Maintenance Electrical Panels

Maintenance:

While walking the property recently I have noticed a large majority of the balcony facings are peeling. There are also rust areas such as patio walls and shed flashings. Some buildings are peeling and in need of touchup painting. Most of us do not know what work needs to be done or in what order our units will be repaired or painted. Financially at this time full building painting would not be feasible.

Here's and idea I would like to discuss with the Board and Bob. Form two, two man teams with Bob supervising. (Two to three days work?) Inventory building by building and unit by unit with a check off list for each unit as to the work needed using numbers to classify needs. (I.E. 0-4 rating on balconies, trim, rails, floors, steps, etc. With 4 being the worst rating.) A separate sheet could be used for walkways, driveways and miscellaneous railings. Just guessing, I would image it would take two to three months to complete this work. We then could go back to our remodel of the wood stucco repair on the buildings. The alternative is to contract the remodel work out to an independent contractor. This would depend on what the unit evaluation showed as to the amount of work and time needed to bring the property up to snuff. Posting these evaluations in the clubhouse, putting it in our newsletter, and email would greatly enhance communication to our owners and with the Board. I would be happy to assist Bob in charting the units if needed. Do we have a commercial sander?

Electric Panels:

Happy to hear we are getting a scope of work on the electric panel replacement. Before we put this out to bid, are wesure that this is the scope of work that is best for Seascape Sur? Our first contractor, theri_SDG&E, and now ko'wbri Electric, all have different ideas as to what needs to be done and how best to do the work. The scope of work is radically different as presented by these parties. Each party had their own interestfirst and foremost. Once again I propose that we hire an electrical consultant that solely looks out for Seascape Sur. He should athiiiW6the sthpe—of vioi=kio make sure it is in our best interestbefore we commit any bids. He would also analyze the bids when completed and make sure the terms, cost, and time tables protect Seascape Sur, Considering the amount of money involved it would seem a prudent investment. It seems none on us including management has sufficient knowledge in this field to go it alone and or trust any one company no matter who it is.

Food for thought for the June Meeting,

Bill Gifford

bigtomato@cox.net

I Was On the Board – Telephone Conferencing, Communication, Gardening Crew, Email Request on Phase 1 Landscape

Notes on August Board Meeting "-at?

In my opinion telephone conferencing at Board Meetings just do not work, and I would vote to eliminate them. Dan and I were straining to hear Bill while Dan was trying to run the meeting. The home owners definitely could not hear his responses.

Marilyn Jones was furious and frustrated about the lack of communication shown her from both the Board and Management She asks the same questions at every meeting. Are we communicating with her or is it out of our hands while in arbitration? Is there anything we can do to stave off a costly law suit? Let's make every effort to diffuse the situation, even though the case is going through arbitration.

In regard to using an outside garding crew to supplement our gardeners, I cannot agree with that plan. I would agree to using outside services for roofing, major concrete removal, or even major renovation like Phase One LC. Perhaps the outside gardener would be interested in supplying advice and training for our gardeners, management and landscape committee on an hourly basis.

There seems to be some hesitation to release the emails that Bob has solicited on Phase One.

1. Bob agreed to provide the information he gathered in response to his email requests.

2. The Board did not protest the release of this information.

3. The owners are paying the bill for Management to gather this information. How can we deny them access to the results?

4. There was no statement of anonymity in regard to the survey responses.

5. We have nothing to hide and should make every effort to be transparent

6. I am aware that David Sterling says, we may charge for copies requested. It says the same thing in all condo rules and regulation book, but unless and until this becomes a regular monthly cost I think the Board will be viewed as petty and vindictive.

Bill Gifford bigtomato@cox.not

Concerning the draft letter written by Massie to the Concerned Seascape Sur Homeowners.

I cannot endorse a letter that is such a thinly veiled attempt to intimidate our own citizens of this community. It will only add to the distrust of our Board, and further impede any progress and harmony with the home owners.

Bill Gifford bigtomato@cox.net

9/4/2009

Dear Fellow Homeowners

Last week, I sent you a letter in support of recalling the Board. As a result, I have received numerous responses and inquiries, especially from those who don’t live here. I also gave out my e-mail address. Surprisingly, landscape was not the #1 inquiry, it was litigation.

For whatever good reason, I understand some of you would like to contact me, and have requested my telephone number. Since management is not allowed to give out homeowners’ phone numbers or e-mail addresses, here is my cell phone number---(619) 300-1526. You may call me for any reason. I only ask that you call me after 6:00 p.m. when I leave work.

Also, although I am technologically challenged, I have managed (with some help) to put up a blog site. If you wish, go to http://seascapesur-election.blogspot.com. It is an open site. Post a comment. Ask a question. Start a dialogue. Write anything you like…about any topic.  Maybe we can eventually change the name too.

Additionally, everyone agrees that the Tidings is a wonderful idea. However, like any brochure type medium, it has limited purpose. It was great to see the latest Tidings finally be more specific about our water restrictions. It is now crystal clear to all of us that government mandated water restrictions are not the reason behind the sudden push for major landscaping changes.

So now that we know a major landscaping overhaul is not required, then why are we paying so much money for a landscape architect? Especially, since we have been told we already have a plan. And why did we pay so much money for a previous landscape architect? Do we even need a new look?  Maybe you think we should have the right to vote on it after full disclosure. I do. It is why I bought into the complex with the “lush, verdant look”. These are questions, not answers.    

On a side note…I wrote in my last letter that the Board would probably set the recall on August 1 (which is the maximum time allowed by California law) in order to “clean up the place” for the election. It looks like the clean up work has already begun.

For example, some of the homeowners who signed the recall petition have been contacted by Board members, or advisory committee members, offering “clean up”. Although I have not been contacted, I am the beneficiary of that “special treatment”. The first “phase” of  “clean up the place” is along the driveway; the most obvious. It is also where I live.

For me personally, what benefits the complex as a whole benefits me. Otherwise, I don’t want special treatment. What do you think?

Regards,

Martin Schmidt

Martins607@aol.com

"WHO YOU ARE SPEAKS SO LOUDLY I CAN'T HEAR WHAT YOU ARE SAYING.." Emerson

Dear Fellow Homeowners:

I am writing in support of the upcoming election to remove the Board.  HOW you may wonder could I possibly be in favor of removing this board when I receive those monthly TIDINGS telling me how great things are? Easy. Because I live here. For 16 years. (I can’t pretend that the photo of some of the plants featured in the last TIDINGS aren’t now dying.) And dying with them are the thousands of dollars of waste money.

It’s a sad sickening feeling watching your home, or your investment, hurtling out of control. For me it would be an even worse feeling not trying to stop it. Maybe that is why other homeowners who have lived here since the beginning, as well as us recent homeowners, for the first time are saying “enough”. And it’s especially sad when for so many years you lived on the ‘jewel of the bluff’. And it’s painful “going downhill” when the community you live in is flourishing, and becoming a renowned place to visit and live. I know; I serve on several boards based in Solana Beach, including the Solana Beach Chamber.

How did we allow this to happen to us when we have the resources of such hard working, loyal employees? For me…I wasn’t paying attention. I am now.

We also enjoyed a long standing “premium” because we had our own gardeners who treated us better than we deserved. The Board tells us we are “cost cutting”. I am all for saving money. But not when the money “saved” will be used to pay the litigation we are involved in. What litigation you may ask? “I didn’t see that in the tidings”?

It’s my opinion that the litigation, and its costs were all unnecessary, and the result of this Board’s action or inaction. We traded 3 gardeners for one lawyer. Lawyers don’t pick up the trash that accumulates on our property. They don’t rake, sweep, trim or hedge, and they well don’t make us feel safe. They send us bills.

It is also my opinion that the litigation against us, and the clouds of potential litigation coming our way, is again the result or inaction of the Board. This is based on my experience as a lawyer for over 25 years.

The Board has also misled us into believing that the recent landscaping changes are mandated by government water restriction. This is simply not true. The water restrictions do not mandate these changes. They only require a slight reduction in water use. In fact we are in the lowest level of mandatory water restriction. Sprinklers in the summer are limited to 10 minutes a day 3 days a week. In our 35 year history we thrived in worse.

It is my opinion that the water restriction “scare” is merely a pretext for landscaping changes that are slowly giving us that “tenement” look. Admittedly, I know very little

about landscaping, plants, trees, and architecture. I do know about honesty, transparency and full disclosure. In these areas we are falling apart.

We also have the issues of the Board lavishing the resources on themselves and a select few. We have the issue of the Board selectively enforcing the rules. We have the Board discriminating against certain homeowners. We have the Board unwisely, and possibly illegally, delegating authority to committees. This is a recipe for disaster. However we are not baking cakes here. This is a multimillion dollar complex with about a million dollars in reserves.

I have been informed that the recall election date has been set for August 1, 2010. It is my opinion that the date chosen, which is about the maximum number of days according to California law, is to give this Board time to try to “clean up the place” to convince us that the purple flowers aren’t really dying. Is that truly and honestly the way back to the formerly wonderful place we once were?

Lets see. Unnecessary litigation? Check…Dying plants? Check…Wasted money? Check…Lack of disclosure and misinformation? Check…Selective and discriminatory enforcement of rules? Check…Recall and new board? Check…

Lastly this is not intended as a personal attack on any homeowner. I feel blessed to have such great neighbors. But there is a good reason I carry a briefcase instead of a rake. I am just not very good with plants.

Feel free to contact me for any reason at martins607@aol.com.

Respectfully,

Martin Schmidt

Primary Reasons for Recalling the Board of Directors

• Poor Decision Making processes including making panic decisions in response to drought conditions and replacement of electrical panels,
• Failure to get homeowner approval for significant change in complex look and operations,
• Failure to provide accurate and meaningful communications, fostering division, mistrust and rumors,
• In appropriate delegation of Board responsibilities to non-decision making committees and to individual homeowners, also fostering division, mistrust and rumors and possibly exposing the HOA to additional liability,
• The rendering of many rules and regulations useless by the Board’s use of selective enforcement especially against homeowners who have expressed concerns with the Board’s handling of HOA business,
• Failure to use a reasonable parliamentary method for running the regular homeowners meetings. The general tone and meeting tenure has become disrespectful and hostile to the homeowners for whom the Board serves and hostile to homeowner input,
• Failure to enforce governing documents and to follow the HOA architectural procedures leading to increased legal cost, litigation and possible HOA liability,
• Failure to establish and consistently follow a proper bid process for work requiring outside vendors.
• Failure to establish and follow proper billing processes with ALL vendors to prevent cost exposure for payment of services and materials not received,
• Failure to properly notice executive meetings, conducting HOA business in executive session not eligible for executive session privilege; discussing and approving HOA business outside of noticed meetings,
• Failure to adopt or follow legal election procedures and to conduct an election where equal access and resources are provided to both sides.