Part 13: GWInc who is to blame?

Part 13: GWInc who is to blame? Gillian Fryer posted 4 months ago

At some point, we have to ask, “Who is responsible?”

Five members of the rogue board of the GWLUA anointed themselves to be the initial ‘incorporators’ of GWInc. The community did not vote for these people to act in this manner.

The rogue GWLUA board, consisting of Michael Reynolds, John LaSala, Amy Duke, Judy Sutton and Merilee Ives, then named themselves the board of GWInc without any community vote. They surreptitiously filed documents purporting to establish an HOA, with authority over property owners at Greater World.

According to the New Mexico HOA Act, board members who are appointed, owe a fiduciary duty to the membership. This is a heightened responsibility, in which each board member is required to act in the best interests of the organization and its membership. They must subvert their own interests to those of whom they serve, and they must act with honesty and with full disclosure. All decisions the board makes, must be made in good faith, in the best interests of the organization and its members, at all times.

So, knowing the story of the creation of GWInc, would you say that the initial board acted within the dictates of their legal duties?

A breach of the duty of care, is grounds for removal of any breaching board member, by legal force if necessary. In addition, if damages can be claimed, this breach of duty can form the basis of a legal claim, even if the bad actors are no longer on the board.

The only original board members remaining are Michael Reynolds and John LaSala. I have no reason to believe that the other current board members had anything to do with the events that formed GWInc. However, if the current board is aware of the underlying problems that I have presented, they do have a duty to investigate these claims. The emails of two current board members are listed as members of this forum (membership is open to anyone who asks), so I have to assume that these two board members are reading what I type. If they fail to pursue my accusations of gross malfeasance, they themselves will be in breach of their own ‘ordinary’ duty of care. An ordinary duty is that duty of care expected of the hypothetical ordinary person in the same or similar circumstances.

How could these people go so wrong? They acted secretively and deceptively. How could they possibly think this was acceptable behavior under any circumstances, let alone in a situation in which they have the community’s trust?

The short answer is that they are morally decrepit. But I think there is more to it than that.

Mike Reynolds certainly sees GW as his legacy, which he is willing to defend at all costs. Mike is a master manipulator, and he is a pro at convincing people to do what he wants, especially if it involves a belief system, such as environmentalism.

But there is more: Emery. I believe Emery had no knowledge or understanding of HOA law and he failed to either educate himself on the subject at his own expense, or hire a specialist, as required by ABA Model Rules of Professional Conduct, Rule 1.1. I believe his advice to the board was based upon business law, in which he just assumed that the GWLUA was simply changing its business structure.

As the owner of a business, it’s not a big deal to change your business from a sole proprietorship to an LLC. You can’t use the same name, as you are creating an entirely new business, and you will need a new bank account and tax IDs, but the underlying business doesn’t have to change.

The story is a little different if you are changing from a partnership to an LLC, since you have to get agreement from all of the partners. This is more similar to our situation, as you could argue that every GWLUA member was an equal partner. Under that scenario, we had a group of rogue partners who tried to steal the business out from under us, rather like a coup.

The bottom line is that what these people did was beyond the scope of acceptable professional behavior. We, the community, did not grant them the power to do what they did. By tacitly going along with them now, in order to keep the peace, we are enabling them. Every new property owner potentially increases their power. We are approaching the point at which they will be unstoppable if we don’t act soon.

When I was a board member, I thought the other board members would do the right thing if given enough supporting information. I was wrong. Several of these same people remain. We are stupid if we think that they might do the right thing now: to this day, they don’t think they did anything wrong and they are belittling those of us who are speaking out. They clearly don’t want to negotiate, or to talk about grievances, as they would already have done so.

The only solution is to dismantle what they have built. Either let it implode on its own, or help it along. We‘ll build something better from the ashes.

I appreciate your saga detailing the events of the Greater World, Gillian, but in my opinion, as well as the opinion of several attorneys and more than half the community, the Greater World Land User's Association expired by Mike's own declaration in the Treatise in 2019 and legally in 2014. And GWinc was formed illegally and a law firm sent Mike and the board a cease and desist letter to that effect. That's when it imploded. At that point more than half of us stopped paying the illegal dues and we were free of the insanity! Benjamin Fields is correct in saying there is no legal HOA as that requires written consent of all the members. And it is hilarious that he states: "It seems the board members are the only people in all of Taos that consider GWinc to be legitimate." I would add that everyone who works for Mike, and that is a considerable number of community members, probably at least has to pretend they think it's legitimate to keep their job! But since the rogue board no longer has a legal leg to stand on, it isn't necessary to stop them. And most new property owners, just like Benjamin are not going to "increase their power", because, like Benjamin, they know the HOA is not legal and they won't sign onto GWinc because it's not legal either. As a realtor, the people I have sold Earthships to are not participating in Mike's Greater Wallet (thanks for that, Lanaeh;). They are enjoying their homes independently in a Taos County Subdivision with no HOA. We're not enabling the rogue board by not engaging with them and no longer funding them.

Alicia Bomhoff commented 4 months ago

Alicia, please advise us.

Peg and I paid our annual dues to the GWLUA from 2004 through 2018; we have not paid dues to gwinc. in 2019, 2020, and 2021. Our issue is not as overarching as the illegitimacy of gwinc., our issue is that we have no representation of our reasonable concerns on their board. If this seems mostly selfish, I understand if you choose not to advise.

We filed a civil complaint in Magistrate Court requesting " alternative dispute resolution " of our issue. We have been informed that the Taos County Magistrate Court lacks jurisdiction in this matter. The Judge tells us we may appeal to District Court. I do not yet know if we can seek " alternative dispute resolution " at the District Court.

If the " rogue, illegal " gwinc. places a lien on our land at 14 Fork Road, will title companies recognize such a lien as " rogue, illegal " and dismiss such a lien? What avenues of appeal do land and home owners in Greater World have against such wrongful liens? Thank you, Wally

Wallace Hammond commented 4 months ago

Wally,

I am not an attorney so cannot answer these questions for you and it sounds like you have already obtained legal advice on the matter. I don't think anyone selfish for wanting to protect an investment!

Alicia Bomhoff commented 4 months ago