SECRETARY’S ADDENDUM

Special Board Meeting Minutes

November 12, 2024
Subject:                Chronological Record of Procedural Violations & Point of Order

TABLE OF CONTENTS

1. Purpose of the Addendum
2. Chronological Background
3. Procedural Findings
4. Effect on Actions Taken
5. Statutory & Bylaw References
6. Conclusion & Certification
7. Exhibits Tab

1. PURPOSE OF THE ADDENDUM

This Addendum records the complete sequence of events leading to and following the November 12, 2024 Board Meeting.
It documents procedural violations in meeting notice, agenda posting, and directive misuse, culminating in the President reading the Secretary’s written Point of Order without consent and refusing to attach it to the minutes.
All items are presented chronologically to preserve the evidentiary record.

2. CHRONOLOGICAL BACKGROUND

1. Text thread – Meeting date selection excluding the Secretary.
   Ongoing texts between the President and Secretary discussing potential dates “that work for everyone except the Secretary.”
   The President ultimately fixed November 12 despite conflicts.
   Exhibit A.
2. Initial meeting notice posted with insufficient notice.
   Screenshot shows “Posted November 8, 2024, 4:55 PM” for a November 12, 6:00 PM meeting — less than the 144 hours required by Texas Property Code §209.0051(e).
   Exhibit B.
3. Agenda amended after posting.
   Website log reflects “Amended November 9, 2024, 6:04 PM,” violating §209.0051(h) which prohibits adding items after notice.
   Exhibit C.
4. Directive to update agenda despite known defect.
   The President instructed the Secretary to “force” an agenda update and repost, constituting an improper directive.
   Exhibit D.
5. 2005 unsigned, unnotarized, unrecorded “amendment.”
   The President stated intent to treat this document as authentic and controlling, though it lacks execution or recording.
   Exhibit E.
6. Request to form a “landlord coalition.”
   The President asked the Secretary to coordinate a landlord group, later declined by the Secretary upon attorney advice citing conflict of interest.
   Exhibit F.
7. Written Point of Order presented at the meeting.
   The Secretary’s written Point of Order was read aloud by the President without consent and excluded from the minutes.
   The approved minutes acknowledge its reading but omission.
   Exhibit G.

3. PROCEDURAL FINDINGS

• Insufficient notice: Only 96 hours provided instead of 144 required (§209.0051(e)).
• Agenda amendment after posting: Violation of §209.0051(h).
• Improper directive: President compelled Secretary to issue or modify notice knowing it was defective (Robert’s Rules §62:2).
• Unauthorized handling of Point of Order: Reading without consent and excluding from minutes violated Robert’s Rules §23 and §48:10–12.
• Recognition of unexecuted “amendment”: Legally invalid unless signed, notarized, and recorded.
• Conflict of interest: “Landlord coalition” request conflicted with Secretary’s fiduciary duty of neutrality.

4. EFFECT ON ACTIONS TAKEN

Because the meeting was held with insufficient notice and a modified agenda, all actions taken on November 12, 2024 are void unless ratified at a properly noticed meeting.
This Addendum provides record documentation; it does not retroactively validate or invalidate votes.

5. STATUTORY & BYLAW REFERENCES

• Texas Property Code §209.0051(e) – 144-hour meeting notice requirement.
• Texas Property Code §209.0051(h) – Prohibition on adding agenda items post-notice.
• Robert’s Rules (12th) §62:2 – Board, not chair, sets meeting time/location.
• Robert’s Rules §23 & §48:10–12 – Handling and inclusion of Points of Order.
• Whisperwood HOA Bylaws Article V §5.8 – Secretary’s duty to maintain records.
• Texas Business Organizations Code §22.352 – Requirement to maintain accurate association records.

6. CONCLUSION & CERTIFICATION

The attached exhibits collectively establish that the November 12, 2024 Board Meeting was improperly noticed and procedurally invalid.
Actions taken at that meeting require subsequent ratification.
The Secretary’s written Point of Order, read aloud at the meeting and referenced in the minutes, is attached here for preservation.

Submitted and Attested by:
Rehj Hoeffner
Secretary/Treasurer
Whisperwood Homeowners Association

7. EXHIBITS TAB

WHISPERWOOD HOA

Regular Board Meeting Minutes

November 1, 2024

MOTION: To accept October 16, 2024 minutes as amended.

Second: Robert Guerrero

Vote: Passed unanimously (5-0-0)

MOTION: To accept responsibility for fulfilling prior contracts.

Second: Priscilla Elliott

Vote: Passed unanimously (5-0-0)

MOTION: To give $50 gift cards to 2024 pool volunteers.

Second: Robert Guerrero

Vote: Passed (4-0-1) — Marnee Bolen abstained

MOTION: To appoint Chad Seay as Pool Consultant.

Second: Priscilla Elliott

Vote: Passed unanimously (5-0-0)

MOTION: To authorize Robert Guerrero and Marnee Bolen to interview potential attorneys.

Second: Robert Guerrero

Vote: Passed unanimously (5-0-0)

MOTION: To adjourn the meeting.

Second: Marnee Bolen

Vote: Passed unanimously (5-0-0)

WHISPERWOOD HOA

Special Board Meeting Minutes

October 16, 2024

Location: Groves Branch Library

Time: 6:00 PM

Board Members Present:

Paul Combest, Acting President, Member at Large
Priscilla Elliott, Secretary/Treasurer

Candidates Present:

Mary Irving
Randal Hamilton
Rehj Hoeffner
Marnee Gamble Bolen
Bryan Foley
Santiago Ramirez
Jerry Ramirez
Geri Irving
Robert Guerrero

General Members Present:

Several general members of the association attended the meeting.

QUESTIONS FROM THE MEMBERSHIP

Following the announcement of the board, questions were entertained from the general membership. Topics included:

• • • Board procedures
    • Elections
    • Bylaws
    • Conflict of interest
    • Pool reno financing
    • Blueprint of plans or specifications for pool reno
    • Email addresses

DISCUSSION OF BYLAWS, ELECTIONS, AND ONLINE VOTING

During the meeting, repeated attempts were made by members to get the board to commit to:

• • Changing the current bylaws
  • Holding elections
  • Implementing online voting for future board elections and community decisions

Board Response:

The board acknowledged these requests but reiterated that they were unable to commit to or take action on these matters during the current meeting. The board cited that these items were not on the official agenda for the meeting, and per the bylaws and Robert Guerrero’s Rules of Order, no business could be conducted or decisions made on matters not listed on the agenda. (Amendment approved at the 11.1.24 Board Meeting)

The board assured members that these topics would be considered for future meetings.

FINANCIAL REPORT AND NON-PROFIT STATUS

Rehj Hoeffner gave a report on the non-profit status of the association. She outlined the following financial details:

• • WHOA is a 501(c)(4) for tax purposes.  Your yearly dues are not tax deductible and the association must pay tax on purchases.
  • The association currently has approximately $300,000 in the bank.
  • Of this amount, $140,000 is reserved as a year’s worth of income, in line with the financial reserves policy.
  • This leaves $160,000 available for pool renovation.

Randal Hamilton noted that the association’s Certificates of Deposit (CDs) came due while there was no constituted board in place. The bank recommended renewing the CDs for 90 days at an interest rate of 4.95%.

This renewal was suggested as a temporary measure until the board could review and make decisions on longer-term financial planning.

APPROVAL OF PREVIOUS MEETING MINUTES

August 18th Meeting Minutes

Rehj Hoeffner requested proof that the minutes from the August 18th meeting had not been altered since Ian Hoeffner, the website administrator, uploaded them. She noted one unrelated change.

The proof of the unaltered minutes was added to the record.

September 4th Meeting Minutes

Marnee Gamble Bolen requested that the minutes from the September 4th meeting be amended to correctly reflect the spelling of her name on the list of attendees.

September 19th Meeting Minutes

The minutes from the September 19th meeting were reviewed.

The next board meeting was set for November 1

Rehj Hoeffner/
Secretary/Treasurer

Note: Original Minutes signed December 12, 2024

WHISPERWOOD HOA

Financial Summary Report

Month Ending: September 30, 2025

SECRETARY’S ADDENDUM

Special Board Meeting Minutes

October 16, 2024
Subject:                Quorum Clarification (Board Reconstitution) and Validation of August 18 Minutes

TABLE OF CONTENTS

1. Purpose of the Addendum
2. Quorum Clarification & Legal Authority for Reconstitution
3. Accusation Regarding August 18 Minutes & Proof
4. Findings & Verification Summary
5. Legal & Bylaw References
6. Conclusion & Certification
7. Exhibits Tab

1. PURPOSE OF THE ADDENDUM

This Addendum records and clarifies two issues resolved in connection with the October 16, 2024 Special Board Meeting:
(1) the legal basis and process for reconstituting the Board with fewer than a normal quorum, and
(2) the allegation that the August 18, 2024 minutes were altered after posting, which is disproven by contemporaneous evidence.

2. QUORUM CLARIFICATION & LEGAL AUTHORITY FOR RECONSTITUTION

The October 16, 2024 meeting began with only two remaining legitimate directors, Paul Combest and Priscilla Elliott. While this represented less than a standard quorum, the Whisperwood HOA Bylaws and Texas Business Organizations Code §22.211 permit remaining directors to act for the limited purpose of filling vacancies “though less than a quorum.” Once two new directors were appointed — Randal Hamilton and Rehj Hoeffner — quorum was restored, enabling lawful officer elections and subsequent business.

A public memorandum explaining this process was posted on October 3, 2024, titled “Further Explanation about What Happened During the September 4, 2024 Meeting and What is Happening Now and Why.”
This memorandum is entered as Exhibit A.

3. ACCUSATION REGARDING AUGUST 18 MINUTES & PROOF

Following the August 18, 2024 meeting, a member alleged that the Secretary changed dates within the minutes after posting.
Two emails dated August 20, 2024 — one to the website administrator and one to the Secretary/Treasurer — prove the original minutes were transmitted, archived, and posted without alteration.

• Exhibit B: Email to Website Administrator (10:05 PM, Aug 20, 2024)
• Exhibit C: Email to Secretary/Treasurer (6:04 PM, Aug 20, 2024)

Metadata and content comparison confirm the documents are identical to the posted version, disproving the allegation of alteration.

4. FINDINGS & VERIFICATION SUMMARY

• The Board reconstitution process followed legal and bylaw requirements and restored quorum lawfully.
• The accusation of altered minutes is factually disproven through verified correspondence and timestamps.
• All attached exhibits meet recordkeeping standards under Texas Property Code §209.005 and Business Organizations Code §22.352.

5. LEGAL & BYLAW REFERENCES

• Texas Property Code §209.005 – Record retention and inspection rights.
• Texas Property Code §209.0051 – Meeting notice and agenda requirements.
• Texas Business Organizations Code §22.211 – Filling vacancies “though less than a quorum.”
• Texas Business Organizations Code §22.352 – Duty to maintain accurate records.
• Whisperwood HOA Bylaws Article III §3.5 – Authority to reconstitute the Board.
• Whisperwood HOA Bylaws Article V §5.8 – Secretary’s attestation and recordkeeping duties.
  EXHIBIT D – Expanded with full text

6. CONCLUSION & CERTIFICATION

The attached exhibits collectively verify that:
(1) the October 16, 2024 Board meeting was lawfully conducted to reconstitute the Board in accordance with Texas law and the Whisperwood HOA Bylaws, and
(2) the August 18, 2024 minutes were transmitted and posted without alteration.

Submitted and Attested by:
Rehj Hoeffner
Secretary/Treasurer
Whisperwood Homeowners Association

7. EXHIBITS TAB

EXHIBITS

Special Board Meeting Minutes

October 16, 2024

SECRETARY’S ADDENDUM