Whisperwood Home Owner’s Association

Secretary’s Report

Board Meeting – February 6, 2025
Presented by: Rehj Hoeffner, Secretary,
Presented  in Absentia
For The Permanent Record

Overview

• Board Meetings of December 12, 2024 and January 8, 2025 had improper agenda changes.
• Annual Members Meeting of January 21, 2025 and Board Meeting of February 6, 2025 was improperly noticed with no agenda being posted.
• Request for Board Policy regarding 2 signatures on checks.
• Election Irregularities and Illegal Policy Changes
• Secretary’s Absence
• Confidentiality Breach

Addendum Responses to January 8, 2025 Board Meeting Issues

1. Unapproved Meeting Minutes from December 12, 2024 Board Meeting
2. Continuing Budget Issues
3. Accrual Accounting
4. Voting List Issues
5. Mailing Addresses for Verification
6. Removal of Election Policy From Website

• Procedural Errors and Irregularities

As Secretary, it is my fiduciary duty to note procedural errors and irregularities in our actions as a board. Failure to do so places the HOA, the board, and its individual members, and especially myself at risk. While the likelihood is extremely low, directors can be held personally liable for illegal actions and votes taken while serving on this board.

1. Agenda Modifications Without Proper Procedure

I acknowledge my error in allowing improper agenda changes at the December 12, 2024 meeting due to the need to post the agenda without the president’s input. Moving forward, I will only post agendas received directly from the President or Vice President. If no agenda is received in time, the meeting must be rescheduled per Texas Property Code § 209.0051.

Additionally, the January 8, 2025 meeting included an unauthorized agenda change, again violating Texas Property Code § 209.0051. Board members should call a Point of Order if they identify such violations in the future.

2. Improper Meeting Notices

Annual Meeting (January 21, 2025) – No agenda was posted to the HOA website, violating state law. Posting on Facebook does not meet legal notice requirements.

Board Meeting (February 6, 2025) – No agenda was received by the Secretary by January 31, 2025, the deadline for proper notification. The meeting should have been rescheduled as members were given no notice of what was to be covered at the meeting.

3. Board Decisions Must Be Collective

Board decisions must be made in a properly noticed meeting. Texas law guarantees homeowners the right to witness how board decisions are made. Unilateral decisions outside of a board meeting are a violation of Texas Open Meetings Law.

• Financial Controls – Two-Signature Check Requirement

The bylaws do not require two signatures on checks, and the Treasurer has full financial authority. While I am not opposed to requiring two signatures, a clear policy should be established to ensure financial oversight without unnecessary delays.

Treasurer’s Suggestions : Policy for Two-Signature Requirement

• All checks over $500 should require two signatures.
• Routine, budgeted expenses under $500 and automatic drafts should not require two signatures. (Budgeted expenses have already been approved via the budget).
• Any unbudgeted expenses should require board approval prior to incurring the debt in addition to the two signatures without exceptions.
• Every effort should be made to minimize member reimbursements. Whenever possible, payments should be made directly to the business providing the service.
• Board oversight is maintained through detailed monthly reporting.

Note: The HOA’s bank does not enforce two-signature requirements, so this policy would be for internal governance only.

• Election Irregularities and Policy Violations

As Secretary, I must formally document numerous violations in the 2025 election process to ensure future compliance.

1. Improper Nominating and Ballot Procedures

• The election policy timeline was not followed.
• The nomination process was not properly noticed, preventing full participation.
• Ballot request mail-outs were delayed, reducing members’ ability to request and return ballots.

2. Unauthorized Changes to the Election Process

• The board improperly changed election rules after voting had begun, in direct violation of Texas law and the Election Policy.
• Election rules clearly stated: Proxies and mail-in ballots must to be requested and returned by January 10 to the third-party receiver for verification.
• In-person voting was the only allowable method available on Election Day.
• The board improperly altered this process mid-election, compromising fairness and transparency. Those who followed the originally approved process were effectively disenfranchised by these changes.

3. Third-Party Receiver Issues

• It appears the third-party receiver failed to follow the agreed tabulation procedures. A formal policy should be developed to ensure compliance in future elections to qualify for payment of those services.

4. Misinformation and Lack of Transparency

• Some board members and homeowners incorrectly claimed the election rules were invalid. This was false—the only error was an incorrect date, which was never formally corrected until after the election began. The policy itself was valid and should have been followed.
• Additionally, allowing misinformation to circulate uncorrected on Facebook only deepens mistrust between the board and the membership.

• Clarification Regarding My Absence

Since some homeowners have publicly discussed my absence on social media, I feel compelled to address the issue.

The fact is my travel was planned a year in advance and communicated to three board members before I was appointed to the board and elected as Secretary-Treasurer. Each of these three members agreed that I could fully participate and fulfill my duties while away, using recorded meetings and Zoom participation when possible. Historically,  the board has met only 2 or 3 times a year and as such it was anticipated that I would only be absent for 1 of those meetings.

During an executive session a board member objected to these prior arrangements. Without a board vote, the president unilaterally decided to have the VP, Robert Guerrero take meeting notes. While this was within the president’s authority, it was a reversal of his original agreement with me and other board members.

When the CPA abruptly resigned, I, as the elected Treasurer, began keeping the HOA’s books to save the association money on bookkeeping services besides the fact that we could find no CPA willing to take us on as clients.  This decision was met with resistance from a member, then another member changed from agreement to disagreement. However, per the bylaws, the Treasurer has full authority over the finances and while a CPA can be hired, they cannot replace the Treasurer’s oversight and control.

Although not customary or entirely appropriate, I am personally covering the monthly QuickBooks expense since two board members objected, and no vote has been taken to formally approve this expenditure. I pledge to turn over the QuickBooks passwords immediately upon resignation or removal from office.

• Board Dysfunction and Trust Issues

Trust among board members has been severely damaged due to:

• Lack of Transparency – Procedural changes and election rule modifications were made after the election had begun in violation of Texas Law and the Election Policy.
• Breakdown in Communication – The president has now requested that I, as Secretary, not contact him directly. This creates operational inefficiencies and forces all communication to flow through the Vice President in order to honor his wishes.
• Executive Meeting Confidentiality Breach – I have reason to believe that information from an executive session was shared beyond those present, further contributing to division, mistrust  and dysfunction.
• While I personally maintain the integrity not to compromise the security or safety of fellow homeowners, others have not extended the same courtesy to me. Publicly announcing my absence on social media jeopardized the security of my home, my pets, and the personal safety of those caring for them in my absence. On a positive note, this process has at least helped us get to know some of our neighbors better in that regard.

Despite these challenges, it is my sincere hope that we work toward restoring trust and adhering to our fiduciary and legal responsibilities. We have a long road ahead before we can even begin to right the ship.

Please allow this report to serve as my official objection to the illegal election process changes and the continued procedural errors in noticing our HOA meetings.   The Addendum is also my official response to the numerous issues brought up in last months board meeting.

Submitted for the permanent record.

Respectfully,
Rehj Hoeffner, Secretary
Whisperwood Home Owner’s Association

Addendum to Secretary’s Report,  February 6, 2025

Responses to January 8, 2025 Board Meeting Issues

1. Unapproved December 12, 2024 Meeting Minutes

The minutes accurately reflect the meeting and will remain posted as written. If the President disagrees, I will note his objection in the record, but I will not alter factual meeting minutes.

2. Budget Questions

The 2025 budget is an estimate, not a fixed document. Despite repeated requests, no board member has specified legitimate concerns, not one. If you don’t trust estimated figures in a budget, then you fundamentally misunderstand what a budget is—it is an estimate, meant to be adjusted as needed.

This level of micromanagement and nitpicking is an unnecessary distraction that wastes valuable time and effort. If the same level of scrutiny had been applied to moving the pool renovation forward, we might not be spending over $1,000 a month to keep a pool running through the winter. Instead of fixating on baseless budget criticisms, we could be making real progress on projects that actually matter. Yes, the utility budget for 2025 will be exceeded. No reasonable budget could possibly have anticipated that we would still be operating a pool four months past its scheduled closure.

3. Accrual Accounting Explanation

Accrual accounting is standard for organizations with annual revenue but ongoing expenses. If this method is too complex for some board members, I can revert to a cash-basis system, though it is far less useful for financial planning.

4. Voting List Accuracy

Given this is the first voting list compiled in decades, minor errors were inevitable. Please provide the names that were determined to be missing before the next board meeting so the list can be kept up to date.

5. Mailing Address Verification

Mailing addresses are NOT a valid means of verifying voter eligibility. Only deed records determine voting rights. However, I welcome constructive contributions and would not object to Marnee Bolen taking on the responsibility of compiling and maintaining these extremely time consuming lists in the future.

6. Election Policy on the Website

When the president emailed me, he stated that the board had voted to remove the policy from the website. However, he failed to inform me that the board had also voted to correct the date and repost the updated policy. Oddly, the minutes for that meeting were not provided for review until AFTER the election, nearly 3 weeks after the meeting occurred. I cannot help but question whether his directive to remove the policy without replacing it was intentional and related to the invalid tabulation changes.