Brian4PVHA

01/25/2024

Just a quick update from the January board meeting.

At the January Board meeting our board voiced their confusion over why some members disagreed with their decision to self appoint themselves. While the current board has only been self appointing itself since 2020 their predecessors also self selected themselves going back to 2010. The last time PVHA members picked their own leaders was 2009. What makes the current situation so wrong is that PVHA Board has many, many tools available to avoid self appointing themselves. These tools go unused leaving many members with the impression that the board wants to self appoint itself. In the United States we do not have a tradition of allowing leaders to self select themselves. Note the below decisions that are correlated with not reaching quorum and lead to self appointment:

-During the election the PVHA could send out reminders and additional ballots to members who did not vote. This would help us overcome the quorum. In past elections it was often only after the 2nd or 3rd mailing that quorum was reached. Previous boards have even called members to encourage voting. The current board does not send multiple ballots or written reminders.

-The PVHA could send ballots out earlier to avoid the holiday period when many members travel and celebrate Christmas/New Years. In the past the board sent out ballots as early as August. Instead the board has purposely chosen to send ballots out later and later. The board choose a vendor that mailed the ballots from the other side of country resulting in 10 days of lost voting time (5 days transit x2). This year members did not receive ballots until the middle of December resulting in the shortest voting period in modern PVHA history.

-The PVHA could easily place a lock box outside the office so members could drop off ballots. This has been done in previous years and should not be controversial. This year not only did the board did not place a lock box it closed the office from December 22 to January 3rd thereby making it impossible for members to drop off physical ballots. Due to the lack of a lock box several members left ballots at city hall.

-This year the PVHA added a new "transfer year" question for members who submitted a ballot online. The PVHA did not and still has not defined what transfer year is. Some members had difficulty with this question. Those voting paper ballots did not have to answer the transfer question. Property transfers are also public records so
-The PVHA could extend the election if a quorum is not reached. In California most HOAs follow this practice. The PVHA extended the 2018 election. The current board chooses not to extend the election.
-The board could count the votes it receives and appoint those who got the most votes. It is not a violation of the CC&Rs or California law to count the votes. The board has chosen to ignore the votes of those who participated in contested elections and self appoint themselves instead.

We believe that a board should never self appoint itself in a contested election. The PVHA's own lawyer says there is "No Benefit to Quorum and....People who care about the election (vote in it) should decide the outcome." We concur with the PVHA's attorney. In the United States we have a history of not affording those who do not vote a louder voice in elections than those who do. Like the PVHA's attorney- we believe those who vote in the election should decide the outcome.

08/27/2023

08/26/2023

Historically Home Owner Associations had quorum requirements for elections to the Board. If the required number of votes was not cast, then the election was invalid. One reason given is that the quorum requirement prevented a small group from determining the Board and another was to raise member interest in the election.

However today the quorum requirements are an impediment to good governance. Many HOA’s have either eliminated or modified their quorum requirement to something that is practical.

The Palos Verdes Homes Association has a quorum requirement of 50% + 1 for valid elections to the Board. If the quorum is not reached, then the incumbent directors merely continue on. The PVHA last had a quorum in 2009. So none of the current directors were ever elected, all were appointed and then continue as election and election is held without a quorum. For the PVHA the quorum requirement actually means that a very small group, the current never elected directors, determine the Board membership.

The quorum requirement is in the PVHA By-Laws. Changing the By-Laws requires a super majority vote of two thirds of the members. Since less than half the members vote in Board elections, it is totally impractical to think that a vote to modify the by-Laws can achieve a voter turnout of two-thirds.

The other avenue to lower the quorum is to ask for relief from the courts. Many California HOAs have done so. It is reasonable to assume that a quorum reduction supported by the Board would get approval by the courts.

Starting In 2016 a group, Residents for Open Board Elections or ROBE, began working trying to get the PVHA quorum requirement reduced. Lowering the quorum was opposed by the then PVHA Board (None of whom are still on the Board.) So this case was different from other cases where the Boards supported the quorum reduction. The court case was settled and as part of that settlement the quorum requirement for the 2020 election was reduced to 35% and there was an advisory vote if the quorum should be permanently reduced to 35%. However in that election the 35% was not reached, failing by just 35 votes.. The advisory vote to lower the quorum passed overwhelmingly with 69.7% favorable votes, yet the judge in the case decided against the clear will of the majority of voters and did not grant the motion to lower the quorum.

So we continue to have the 50%+1 quorum requirement. We continue to have unelected directors who stay on and also appoint the directors that fill vacancies, and they stay on. The current Board of the PVHA refuses to do anything about changing the quorum.
With the 50% quorum requirement in place, then the PVHA does not hold valid elections. There is no democracy in the Association. Members have no check to balance Board actions.

Quorum requirements are unusual in elections. There is no quorum requirement for electing members of the Palos Verdes Estates city council, or the California Assembly or the US Senate or the President of the United States. The Adams-Stirling law firm, who represents many HOA’s in Californian including the PHVA, has a page on the their website at https://www.davis-stirling.com/HOME/E/Eliminating-Quorum which is titled Eliminating Quorum and recommends that quorums be eliminated.

There are approaches that are less drastic than just eliminating the quorum requirement. If a quorum is not reached by the first deadline, then the election continues for another month. The quorum requirement for the next month is half the original requirement and all votes that have been cast are kept in the count. This continues with the requirement halved each time until the threshold is met.

In summary, the PVHA has a 50% plus 1 quorum requirement for the election of directors. The threshold was last reached in 2009. None of current Board was ever elected and they control the future destiny of the PVHA. Quorum requirements are outdated and undemocratic. Their elimination is recommended by the law firm representing the PVHA. A prior attempt failed despite overwhelming support of the members who voted. The PVHA should be seeking an avenue to lower or eliminate the quorum.

07/24/2023

How to Make Elections Run Better- The Opinion of the PVHA's Lawyer:

One of the first surprising things I learned after moving to PVE was the method by which our PVHA board self appoints themselves year after year after year. It is a very interesting process: During a meeting February the members of the board take turns complementing each other and patting themselves on the back. They then self select themselves for another term. It is unlike anything I had seen anywhere else- except maybe in China, Cuba, Russia, or North Korea.

Unlike most elections that we vote in (City Council, Congress, President, etc) the candidates for PVHA board elections that receive the most votes have not been declared winners since 2009. Our HOA bylaws that date back to 1923 say that only if more than 50% of the electorate participate is an election valid and the votes counted. They call this the quorum. Back in 1923 this might have made sense- today it does not. Most elections, except maybe for presidential ones rarely reach a 50% turnout. Could you imagine the Mayor or a Senator refusing to even open ballots, tally votes, and then self appointing themselves?

The PVHA could easily change our quorum rule if they wanted (I've written and spoken about this numerous times)- but they do not. This morning while researching the issue I happen to come across a website maintained by a law firm called Adams Stirling- this caught my attention because this is the same law firm the PVHA uses. It turns out that Adams Stirling has their own opinion about Homes Association Quorums and ironically- they are in favor of abolishing them. They note that there is "No Benefit to Quorum," and that "requiring a quorum only causes aggravation and expense". They go on to say that Quorums have a bad impact on elections and that "People who care about the election should decide the outcome."

How about that? I couldn't have said it better myself. If only the PVHA would follow their lawyers advice. Thank You Adams Stirling.

07/07/2023

Some recent pics

07/07/2023

Last Year's PVHA Board Candidates. Did they collect the required signatures?

To run a for a PVHA board seat a candidate must collect 25 signatures to secure their name on the ballot. This is noted in the PVHA’s Bylaws and specifically a document called “Election Rules Resolution 190”. Last year there were four candidates who ran in the election and had their names on the ballot.

After the election results were announced a few members of the PVHA requested access to the nomination papers of those who ran in the election under Corp. Code, Section 8333. After ignoring our requests for over a month the PVHA responded via email saying “we don’t have them (the nomination papers)”. At a June 21 2023 board meeting I addressed the board and asked again for access to the nomination papers. I also asked if the board (the same board members who stood in the previous election) had collected the signatures required by the corporation’s bylaws. They ignored my question.

Elections and transparency are very important in our state and country. Did these board members put their names on our corporation’s ballots without following the proper nominating process? Did the PVHA spend thousands of dollars printing and mailing ballots for an election that had no valid candidates? These are serious but fair questions. Members deserve answers.

06/16/2023

The PVHA has made the choice to self appoint themselves on their own disregarding available avenues to hold a real election, count votes, and establish winners based on that vote. This wrong and un-American.

1. The last sentence of Article 5 of the PVHA bylaws contains a clause that allows the board to keep an election open indefinitely if a quorum is not met. Don't take my word for this- the PVHA's own lawyer admitted it to Judge Kwan in 2017 (the last time the PVHA was sued). During an annual meeting and while conducting the election the board could adjourn, literally hold the election open indefinitely , and then contact those who didn't send in their ballot, forgot a signature, etc until enough valid ballots are collected to meet the quorum. The board chooses not to do this.

2. In 1978 the California Legislature passed CC 7515 into law. This law is written exactly to help situations like the PVHA finds itself in- "If for any reason it is impractical or unduly difficult for any corporation to call or conduct a meeting of its members, delegates or directors, or otherwise obtain their consent, in the manner prescribed by its articles or bylaws, or this part, then the superior court of the proper county, upon petition of a director, officer, delegate or member, may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances." So you see- all the PVHA has to do here is ask the superior court for help and it will step in and override the corporations bylaws. Many other California HOAs/Mutual Benefit Corps have used CC 7515 to reform and unstick themselves from non-functioning articles of incorporation. The PVHA board has chosen not to.

The key words in both 1 & 2 above is "choice". The PVHA's hands are not tied. Not only have they not used these tools- they have not even tried.

06/05/2023

I'm running for a seat on the PVHA Board. The main issues I support:

1. Protecting views
2. Reducing the quorum and not allowing board members to appoint themselves. Grading your own homework is wrong.
3. Allowing all members to comment and participate in board meetings.
4. Safeguarding member assets & reducing fee increases.
5. Valuing our PVHA employees.