CNA Response to Segerblom Opinion of June 17

Concerned Neighbors of ArrowCreek have sent a response to ACHOA counsel Eva Segerblom’s unprofessional reply to Mr. Duncan’s query to the ACHOA Board concerning assuming additional debt to acquire the golf course/common land/destiny or whatever it is called these days:

Sent: Friday, June 12, 2015 11:55 AM
Ms. Tarantino and Mr. Fox,

It has come to the attention of the Concerned Neighbors of ArrowCreek that there appear to be further limitations placed upon the subject acquisition.

The additional prohibition is contained in Article VII in the Articles of Incorporation. The prohibition states “The corporation shall have perpetual existence. Members of the corporation shall not be liable for payment of any corporate debts of any nature whatsoever nor shall any of the property of the members be subject to the payment of corporate debts to any extent whatever, except to the extent valid and proper assessments for corporate purposes provided herein create such liability or subject members’ property to assessment liens.” (Emphasis added)

The corporate purposes are defined in Article IV, a thru d. Hanging the organization’s hat on the phrase in paragraph d, “The Association may have purposes other than those specified here-in, but shall expressly be prohibited from representing the lot owners and residents within the subdivision on issues of land use, planning, municipal annexation, master plan amendments, growth, area development, or similar matters.” The purpose of the subject acquisition has not been articulated to the association nor has it been incorporated into the articles. The meaning of these articles is clear. Unless our purposes have been altered, no debt shall be taken-on by the members of the ACHOA Corporation other than that needed to fulfill Article IV.

I’m certain you’d like to get clarification of this issue from our ACHOA attorney prior to a vote on an acquisition. Currently, such a vote would certainly appear to violate our Articles of Incorporation as the proposed incurrence of debt does not fulfill any stated purpose.

With best regards,
Ron Duncan

The ACHOA Maddox, Segerblom and Canepa opinion received via Jeanne Tarantino e-mail on July 1, 2015, is here.

The CNA Spiegel, Liao & Kagay response sent via email July 14, 2015, is here.

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