WHISPERWOOD HOA

SECRETARY ADDENDUM

December 29, 2024

WHISPERWOOD HOA

Board Meeting Minutes (Draft)

December 12, 2024

CALL TO ORDER

The meeting was called to order at 6:00 PM by Randal Hamilton.

NOTICE OF MEETING

Website Notice: Posted November 18, 2024.
Neighborhood Signs: Posted December 4, 2024.
Agenda Posting: December 6, 2024 by 6:00 PM.

The meeting was properly noticed.

ATTENDANCE

All board members were present:
• Randal Hamilton
• Rehj Hoeffner
• Robert Guerrero
• Priscilla Elliott
• Marnee Bolen

A quorum was established.

AGENDA MODIFICATIONS

Added items included a governance overview by the President, the President’s report before the Treasurer’s report, CPA, pool, and Facebook discussions before pool policy, and a yard maintenance discussion after CPA discussion. The pool report was moved before member comments, and discussion of the 2005 amendment was moved to executive session.

It was determined that Randal Hamilton had not been in communication with the attorney and Rehj Hoeffner wanted to present information available to the public. After discussion, Randal Hamilton allowed public discussion of the 2005 amendment.

GOVERNANCE OVERVIEW

Randal Hamilton emphasized the importance of clear abstentions during voting and suggested scheduling a work session for December 29, 2024, pending library availability. Notice requirement of 72 hours was confirmed by Rehj Hoeffner.

POOL REPORT

Chad Seay reported a leak of 500 gallons per day (~12,800 gallons per month). Chad Seay and Tim Collins were attempting to coordinate schedules to assess whether gunite removal is necessary to address the leak. Concerns were raised about leaves overwhelming the pump, unnecessarily taxing the system. Marnee Bolen agreed to contact pool service companies for maintenance or potential winter closure; however, no vote was taken. Bryan Foley suggested blowing out pool lines to prevent freezing.

ACTION ITEM COMPLETED

• Pool Volunteer List received from Marnee Bolen.

APPROVAL OF MINUTES

November 1, 2024 Minutes: Large discussion regarding procedural notations. Procedural errors that affected meeting outcomes will remain in the minutes per Robert’s Rules.

Tentative Minutes Distribution Policy: Discussion occurred about how tentative minutes should be shared with board members for review prior to posting. Marnee Bolen suggested a system allowing members to approve or suggest changes via email.

PRESIDENT’S REPORT

Randal Hamilton announced the next meeting is tentatively scheduled for January 7, 2025, pending library availability.

TREASURER’S REPORT

Financial status was reported as $303,420.91 in CDs, money market accounts, and checking. Discussion centered on the upcoming maturity of CDs and the lack of documentation for some expenses from previous years.

ATTORNEY DISCUSSION

Marnee Bolen explained that she contacted several attorneys. Mike Carper was available, while others were unavailable due to personal commitments. The Board discussed the importance of securing legal representation promptly.

RATIFICATION OF NOVEMBER 1 MEETING VOTES

Rehj Hoeffner explained that the November 1 meeting had procedural irregularities, including a missing motion log, lack of attestation, and the absence of a proper vote to adopt the November 1 minutes. She recommended ratifying all valid motions from that meeting to bring them into compliance.

CPA DISCUSSION

Rehj Hoeffner reported that Gary Carson, CPA, had filed 1099s for the Association and provided limited assistance but declined further engagement due to concerns about governance issues.
Marnee Bolen expressed that new accounting support was needed.
Priscilla Elliott recommended that the Board seek a local CPA familiar with non-profit reporting.

YARD MAINTENANCE

Priscilla Elliott reported member complaints about overgrown lawns and abandoned vehicles. She recommended a spring cleanup letter before sending formal notices.
Randal Hamilton agreed to draft the notice and coordinate with the Secretary for posting to the website.

FACEBOOK DISCUSSION

Randal Hamilton raised concerns regarding moderation of the Whisperwood Facebook page and requested that all administrative rights be shared with at least two board members to preserve continuity.
Marnee Bolen agreed to add Randal Hamilton and Priscilla Elliott as page admins.

POOL POLICY AND CLOSURE PLANNING

Rehj Hoeffner reported on leak estimates and highlighted that the pool must be maintained to prevent damage and potential city inspection violations. She emphasized the need for a written policy on seasonal closure and maintenance responsibility.
Randal Hamilton suggested tabling further discussion until the January meeting when updated estimates would be available.

NEXT MEETING AND ADJOURNMENT

The next meeting was tentatively set for January 7 2025 at 6:00 PM at Groves Branch Library.

The meeting was adjourned at 8:42 PM.

Prepared and Submitted by:
Rehj Hoeffner, Secretary/Treasurer

WHISPERWOOD HOA

Financial Summary Report

Month Ending: December 31, 2024

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

Informal Discussion

November 12, 2024

These minutes have been stylized for the website.
Click here to download the PDF.

DISCLAIMER — INFORMAL DISCUSSION ONLY

This gathering of Board members and homeowners was not a properly noticed meeting of the Board of Directors under Texas Property Code § 209.0051 or the Association’s Bylaws. Proof is included in the Secretary’s Addendum. Although a quorum of the Board was officially convened, no binding votes or corporate actions were taken.

This meeting did not meet the notice requirements of Texas Property Code § 209.0051. Although later described as a special meeting, no such designation or notice existed at the time of planning, scheduling, or convening. Any discussions or actions reflected herein are advisory only and must be ratified at a properly noticed future meeting to become effective.

ATTENDEES

Board Members Present: Randal Hamilton (President); Robert Guerrero (Vice President — acting as recording secretary); Priscilla Elliott (Member at Large); Marnee Gamble Bolen (Member at Large).
General Members Present: A number of homeowners attended (names not recorded).

CALL TO ORDER

Meeting was called to order by Randal Hamilton at 6:08 PM. A quorum was met to proceed with the Board meeting. Randal Hamilton explained the reason for holding the meeting at the LCU Dobbs Center for Business Building.

GOVERNANCE ISSUES

1) Randal Hamilton discussed what it takes to get on the agenda at a Board meeting, emphasizing governance rules and requiring HOA members to contact him to place an item on a future agenda.

2) The Secretary/Treasurer was unable to attend; since a quorum was present, the Board continued the meeting and agreed to cure any procedural concerns at the next appointed meeting so as not to address all matters at once.

MINUTES FROM NOVEMBER 1, 2024

Randal Hamilton presented a letter from the Secretary/Treasurer regarding a Point of Order (governance complaint) about scheduling this November 12 meeting. The letter was read aloud but, by decision of the Board, would not be included in the November 1 minutes; it would instead be read into the November 12 record. The letter is available through Randal Hamilton.

Randal Hamilton expressed concern that portions of the November 1 reporting were not appropriate or professional. Robert Guerrero commented that all reports should be professional and neutral; Marnee Bolen agreed. Marnee Bolen raised a Point of Order that the Board review the November 1 minutes and highlight any statements requiring revision.

OPPORTUNITY FOR MEMBERS TO ADDRESS THE BOARD

Santiago Ramirez was given an opportunity to comment on the pool project, having left the November 1 meeting early. He stated that everything looked good and supported bringing in a professional to help move the project forward.

Questions were asked about pool monitoring and maintenance needs during the off-season. Randal Hamilton replied that this would be addressed later under the Pool Policy agenda item.

A question arose regarding minutes from a previous October meeting; it was determined the matter was moot as those minutes had already been approved.

Santiago Ramirez asked about required posting times for agendas. Randal Hamilton responded to his question.

REVIEW OF BILLS PRESENTED FOR PAYMENT AND THEIR STATUS

Randal Hamilton reported that Whisperwood HOA had been billed for pool maintenance even though the pool had already closed for 2024. After contacting the company, he was told it was a billing error, so no payment was required.

Randal Hamilton also reported that Santiago Ramirez had personally paid $249 to Leslie’s Pool Supplies for chemicals. He presented the original receipt to the Board.

Outcome: Santiago Ramirez will be reimbursed $249 for pool chemical purchases.

POOL POLICY

Randal Hamilton moved the discussion to the Pool Policy agenda item. He explained that no inspection could occur until construction begins and that the pool must continue to be maintained until new bids are secured.

Randal Hamilton presented information comparing the purchase of a water flow/volume meter versus a separate water meter, noting the cost difference but similar outcomes. The data was circulated among Board members for review.

Outcome: The Board approved purchase of the water flow/volume meter for the pool.

REPORT FROM BOARD MEMBERS ON ATTORNEY SEARCH

Randal Hamilton updated the Board on the resignation of the current attorney, noting that he had spoken with him and was assured the transition would be smooth while a replacement is sought.

Marnee Bolen reported that she had contacted several potential attorneys in addition to Madelyn Deviney, who remains a candidate under consideration.

Robert Guerrero commented that Madelyn Deviney made a positive impression with her professionalism and availability for HOA matters.

Priscilla Elliott stated that she had also explored candidates and had compiled a list for further review. Marnee Bolen will continue researching potential attorneys, coordinating with Robert Guerrero to evaluate options.

STATUS AND REVIEW OF TABLED ITEMS

ELECTION POLICY

Marnee Bolen distributed copies of the tentative Board Member Election Policy for the January 13 2025 election, noting changes and additions highlighted in red. She also explained proposed procedures for electronic voting.

Priscilla Elliott stated that the Whisperwood HOA bylaws do not allow for electronic voting, meaning any such election would be invalid. Discussion followed about outdated bylaws and the need for legal guidance to modernize them.

Marnee Bolen continued reviewing wording changes highlighted in red. Randal Hamilton asked about the election timeline and nomination deadlines, which had been emailed by Rehj Hoeffner on October 19 2024. He also asked about nominations from the floor and mail-in ballot validity. Marnee Bolen said she would research that issue further.

Randal Hamilton emphasized urgency in moving forward with ballots, proxies, and mailings due to time constraints.

BUDGET 2025

No discussion was held on this agenda item.

SETTING OF NEXT MEETING DATE

Randal Hamilton proposed that the next Board meeting be held on December 12 2024 at 6:00 PM at the Groves Branch Library.

ADJOURNMENT

The meeting was adjourned. Prepared and submitted by Robert Guerrero, Acting Secretary (by appointment of the Chair).

Adjusted Minutes Prepared and Submitted by:
Rehj Hoeffner, Secretary/Treasurer

Approved and Attested by:

Rehj Hoeffner, Secretary-Treasurer | December 14, 2024

WHISPERWOOD HOA

Informal Discussion

November 12, 2024

These minutes have been stylized for the website.
Click here to download the PDF.

DISCLAIMER — INFORMAL DISCUSSION ONLY

This gathering of Board members and homeowners was not a properly noticed meeting of the Board of Directors under Texas Property Code § 209.0051 or the Association’s Bylaws. Proof is included in the Secretary’s Addendum. Although a quorum of the Board was officially convened, no binding votes or corporate actions were taken.

This meeting did not meet the notice requirements of Texas Property Code § 209.0051. Although later described as a special meeting, no such designation or notice existed at the time of planning, scheduling, or convening. Any discussions or actions reflected herein are advisory only and must be ratified at a properly noticed future meeting to become effective.

ATTENDEES

Board Members Present: Randal Hamilton (President); Robert Guerrero (Vice President — acting as recording secretary); Priscilla Elliott (Member at Large); Marnee Gamble Bolen (Member at Large).
General Members Present: A number of homeowners attended (names not recorded).

CALL TO ORDER

Meeting was called to order by Randal Hamilton at 6:08 PM. A quorum was met to proceed with the Board meeting. Randal Hamilton explained the reason for holding the meeting at the LCU Dobbs Center for Business Building.

GOVERNANCE ISSUES

1) Randal Hamilton discussed what it takes to get on the agenda at a Board meeting, emphasizing governance rules and requiring HOA members to contact him to place an item on a future agenda.

2) The Secretary/Treasurer was unable to attend; since a quorum was present, the Board continued the meeting and agreed to cure any procedural concerns at the next appointed meeting so as not to address all matters at once.

MINUTES FROM NOVEMBER 1, 2024

Randal Hamilton presented a letter from the Secretary/Treasurer regarding a Point of Order (governance complaint) about scheduling this November 12 meeting. The letter was read aloud but, by decision of the Board, would not be included in the November 1 minutes; it would instead be read into the November 12 record. The letter is available through Randal Hamilton.

Randal Hamilton expressed concern that portions of the November 1 reporting were not appropriate or professional. Robert Guerrero commented that all reports should be professional and neutral; Marnee Bolen agreed. Marnee Bolen raised a Point of Order that the Board review the November 1 minutes and highlight any statements requiring revision.

OPPORTUNITY FOR MEMBERS TO ADDRESS THE BOARD

Santiago Ramirez was given an opportunity to comment on the pool project, having left the November 1 meeting early. He stated that everything looked good and supported bringing in a professional to help move the project forward.

Questions were asked about pool monitoring and maintenance needs during the off-season. Randal Hamilton replied that this would be addressed later under the Pool Policy agenda item.

A question arose regarding minutes from a previous October meeting; it was determined the matter was moot as those minutes had already been approved.

Santiago Ramirez asked about required posting times for agendas. Randal Hamilton responded to his question.

REVIEW OF BILLS PRESENTED FOR PAYMENT AND THEIR STATUS

Randal Hamilton reported that Whisperwood HOA had been billed for pool maintenance even though the pool had already closed for 2024. After contacting the company, he was told it was a billing error, so no payment was required.

Randal Hamilton also reported that Santiago Ramirez had personally paid $249 to Leslie’s Pool Supplies for chemicals. He presented the original receipt to the Board.

Outcome: Santiago Ramirez will be reimbursed $249 for pool chemical purchases.

POOL POLICY

Randal Hamilton moved the discussion to the Pool Policy agenda item. He explained that no inspection could occur until construction begins and that the pool must continue to be maintained until new bids are secured.

Randal Hamilton presented information comparing the purchase of a water flow/volume meter versus a separate water meter, noting the cost difference but similar outcomes. The data was circulated among Board members for review.

Outcome: The Board approved purchase of the water flow/volume meter for the pool.

REPORT FROM BOARD MEMBERS ON ATTORNEY SEARCH

Randal Hamilton updated the Board on the resignation of the current attorney, noting that he had spoken with him and was assured the transition would be smooth while a replacement is sought.

Marnee Bolen reported that she had contacted several potential attorneys in addition to Madelyn Deviney, who remains a candidate under consideration.

Robert Guerrero commented that Madelyn Deviney made a positive impression with her professionalism and availability for HOA matters.

Priscilla Elliott stated that she had also explored candidates and had compiled a list for further review. Marnee Bolen will continue researching potential attorneys, coordinating with Robert Guerrero to evaluate options.

STATUS AND REVIEW OF TABLED ITEMS

ELECTION POLICY

Marnee Bolen distributed copies of the tentative Board Member Election Policy for the January 13 2025 election, noting changes and additions highlighted in red. She also explained proposed procedures for electronic voting.

Priscilla Elliott stated that the Whisperwood HOA bylaws do not allow for electronic voting, meaning any such election would be invalid. Discussion followed about outdated bylaws and the need for legal guidance to modernize them.

Marnee Bolen continued reviewing wording changes highlighted in red. Randal Hamilton asked about the election timeline and nomination deadlines, which had been emailed by Rehj Hoeffner on October 19 2024. He also asked about nominations from the floor and mail-in ballot validity. Marnee Bolen said she would research that issue further.

Randal Hamilton emphasized urgency in moving forward with ballots, proxies, and mailings due to time constraints.

BUDGET 2025

No discussion was held on this agenda item.

SETTING OF NEXT MEETING DATE

Randal Hamilton proposed that the next Board meeting be held on December 12 2024 at 6:00 PM at the Groves Branch Library.

ADJOURNMENT

The meeting was adjourned. Prepared and submitted by Robert Guerrero, Acting Secretary (by appointment of the Chair).

Adjusted Minutes Prepared and Submitted by:
Rehj Hoeffner, Secretary/Treasurer

Approved and Attested by:

Rehj Hoeffner, Secretary-Treasurer | December 14, 2024

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

Board Meeting Minutes

November 1, 2024

These minutes have been stylized for the website.
Click here to download the PDF.

ATTENDEES

Board Members Present: Randal Hamilton (President), Robert Guerrero (Vice President), Rehj Hoeffner (Secretary/Treasurer), Priscilla Elliott (Member at Large), Marnee Bolen (Member at Large).
Several members of the association were present in the audience.

CALL TO ORDER

The meeting was called to order by Randal Hamilton at 6:02 pm, with a quorum of Board members confirmed.

GOVERNANCE AND AGENDA PROTOCOL

Randal Hamilton discussed the governance of the new Board and the process for getting items on the agenda.

OLD BUSINESS

Approval of Previous Meeting Minutes

Outcome: The minutes of the October 16, 2024 Board Meeting were approved as amended.

Action Item: Marnee Bolen inquired about additional changes to previous minutes. Rehj Hoeffner assured her the corrections were made but noted the webpage revision had inadvertently not been made permanent. Rehj Hoeffner agreed to ensure that this revision is updated on the website.

Note: Before these minutes were published, the pending website revisions were completed, ensuring all corrections are reflected both in the official minutes and on the association’s webpage.

NEW BUSINESS

Treasurer’s Report

Rehj Hoeffner provided the Treasurer’s report and requested a motion to pay outstanding bills and honor existing contracts entered into by the previous, now-recognized invalid board.

Outcome: The Treasurer’s request for permission to pay bills until a new budget is passed was approved.

Dual Signatures on Checks

Presidential Directive (Not on Agenda): Randal Hamilton commented that, moving forward, all checks will require two signatures to ensure accountability.

Appreciation for Pool Volunteers

Discussion took place regarding recognition for pool volunteers with a gift card. Marnee Bolen suggested a proclamation and an amount equal to the 2025 staffing budget allocation ($30,000) split evenly for volunteer appreciation.

Outcome: $50 gift cards will be given to those serving as volunteers at the pool during the 2024 pool season.

Action Item: Randal Hamilton requested a letter of appreciation to accompany the gift cards.

Outcome: A letter of appreciation will be written to accompany the gift cards.

Procedural Irregularities: Seconding the Motion; Voting Procedure.

Pool Consultant:

Randal Hamilton shared that Chad Seay agreed to act as a project manager without charge, but there was discussion about potential compensation.

Pool Overseer:

Outcome: Chad Seay will serve as both to “oversee the pool project” and “pool consultant” with Randal Hamilton and Robert Guerrero.

Action Item: The Board should draft a policy outlining the specific duties and responsibilities of the “pool consultant” and the Pool Renovation Project oversight team (Chad Seay, Randal Hamilton, and Robert Guerrero). This policy should be prepared for review and adoption at the next Board meeting.

Additional Volunteer Support for Pool Project

Chad Seay suggested potential candidates for the project leadership role, including Santiago Ramirez, who holds an engineering degree, and Tim Collins. Concerns were raised regarding the personal liabilities associated with the position, and Santiago Ramirez indicated he did not wish to be involved.

Rubber Cement Coating Presentation

A presentation was given on the use of rubber cement coating for the pool area. Following the presentation, Rehj Hoeffner requested additional information on paver options and quotes. Marnee Bolen stated that paver information and samples had been presented in a previous meeting. However, Rehj Hoeffner, who attended that meeting, noted she only observed Cool Deck examples, but had observed no paver examples.

Audience members began to comment vocally on a variety of subjects. Chad Seay intervened to remind attendees that the Board is required to adhere to the agenda for an orderly discussion.

Proposed Work Session

Chad Seay suggested holding a “work session” before the next Board meeting to allow members the opportunity to voice grievances. The suggestion was discussed informally, but no vote was taken.

2025 Proposed Budget

Randal Hamilton presented the proposed 2025 budget for a vote.

Public Review: The budget has been published on the website for two months, allowing Board members and homeowners alike to review and submit questions or concerns.

Member Feedback: One question was received regarding the tools used to prepare the budget, which included pencil, paper, computer, analytic skills, and previous Board experience. Another request to post the 2023 financials was received and complied with. Additionally, the 2022 financials were also posted. More years to be posted as time permits.

Outcome: The 2025 Proposed Budget was tabled for further research and additional information.

Revisit Date: No specific date was set to bring the 2025 Proposed Budget back from the table.

Condition for Resolution: No specific conditions were outlined for resolving the tabled 2025 Proposed Budget.

Procedural Irregularities: Premature Motion to Table; Tabling Without Specific Reason; Tabling Due to Lack of Preparation; Inappropriate Tabling of Amendable Items; Soliciting a Second.

2025 Proposed Pool Policy

Randal Hamilton brought up mixed member feedback on pool staffing.

Outcome: The Pool Policy was tabled.

Revisit Date: No specific date was set to bring the budget back from the table.

Condition for Resolution: No specific conditions were outlined for resolving the tabled budget.

Procedural Irregularities: Premature Motion to Table; Tabling Without Specific Reason; Soliciting a Second; Repeated Tabling; Voting Process.

Community Survey

Presidential Directive (Not on Agenda): Randal Hamilton suggested a community survey to gather feedback on future policies for Board consideration. No vote was taken, as the item was not on the agenda.

Attorney Search

Discussion on the need to hire a new attorney due to the current attorney’s retirement. Marnee Bolen and Robert Guerrero volunteered to seek out candidates for the Board’s legal counsel.

Outcome: Robert Guerrero and Marnee Bolen will interview attorneys to represent WHOA when Robert St. Clair resigns at the end of the year.

Following this decision, Marnee Bolen requested permission to speak with the current attorney to facilitate the transition process. However, no vote was taken.

2025 Proposed Election Policy and Timeline

Randal Hamilton presented the proposed 2025 election timeline and policy, which includes mail-in, proxy, and in-person voting procedures. The nomination period is scheduled to begin on November 18, 2024.

Development: Board President Randal Hamilton assigned Rehj Hoeffner and Marnee Bolen to collaborate on drafting the 2025 Proposed Election Policy. A draft was submitted by Rehj Hoeffner to Marnee Bolen on October 19, 2024 for review and feedback.

Comments: Marnee Bolen raised a concern that ballots and proxies should not be requested on the same day nominations close.

Meeting Scheduled

The next meeting was initially set for November 14 but was rescheduled to November 12 at Marnee Bolen’s request. No change in venue was noted nor was any vote taken.

The annual meeting and election of Board Members has been set for January 13. During this meeting, a suggestion was made for Board members to familiarize themselves with Robert’s Rules of Order to support effective governance and procedural adherence.

ADJOURNMENT

The meeting was adjourned at 8:30 PM.

Adjusted Minutes Prepared and Submitted by:
Rehj Hoeffner, Secretary/Treasurer

Approved and Attested by:

Rehj Hoeffner, Secretary-Treasurer | December 14, 2024

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

WHISPERWOOD HOA

Board / Swimming Pool Meeting Minutes

September 19, 2024

These minutes have been stylized for the website.
Click here to download the PDF.

ATTENDEES

Epi Aquirre, Rahim Borhani, Pam Sweeten, Karen Campbell, Jack Stoffregen, Karen Moorhead, Robert Guerrero, Santiago Ramirez, Katherine Holbrook, Bryan Foley, Ray & Mary Haiduk, Kenny & Suzanne Venable, Randal Hamilton, Bruce & Leslie Ansley, Anthony & Joelle Capwell, Mary Irving, Rehj Hoeffner, Priscilla Elliott, Paul Combest, Geri Irving

CALL TO ORDER

The meeting was called to order at 6:11 PM by Epi Aquirre. A quorum of Board members was present.

WELCOME & MEETING RECORDING DISCUSSION

Epi welcomed attendees and emphasized the Board’s responsibility to keep the community informed regarding pool and financial matters. Discussion arose about recording the meeting; several objected to both video and audio. It was agreed the meeting would be audio-recorded only. Geri Irving volunteered to transcribe the recording and make the transcript available to any member upon request.

BOARD OFFICER NOMINATIONS AND CORRECTIONS

Bryan Foley expressed interest in the role, arguing for rotation of offices and new leadership. After discussion, Bryan pointed out that officer elections were not listed on the agenda and thus procedurally invalid. Rehj agreed, and the vote naming her Secretary/Treasurer was also ruled invalid. Priscilla Elliott remained Secretary/Treasurer and Rehj Hoeffner remained Member at Large.

UPCOMING ELECTIONS AND QUORUM DISCUSSION

The Board discussed holding elections in January and methods to achieve quorum. Ideas included mail-in ballots or proxies sent with dues notices and posting forms online. Geri Irving suggested alternatives to quorum requirements but did not specify details. Rehj disagreed and attached a Summary of By-Laws and Quorum Requirements to these minutes. Santiago Ramirez reported finding 20-year-old ballots in the groundskeeper shed. The group agreed to fill the Vice President vacancy at the next Board meeting.

POOL RENOVATION BIDS AND COST ANALYSIS

Santiago Ramirez presented multiple bids for the pool renovation. Bryan Foley offered to create a comparison spreadsheet for clarity. Discussions covered paver options for the pool surround and budget breakdown estimates of $60,000 for the pool and $30,000 to $40,000 for the surround. Karen Moorhead cautioned to expect cost overruns beyond the initial bids.

ADA AND POOL SPECIFICATIONS

The Board discussed adding a double drain to meet code requirements and considered ADA accessibility. Bryan Foley clarified that because the pool is private, ADA compliance is not required, though a sloped entrance and one accessible bathroom may be worth considering. Members agreed to maintain the current pool depth for child safety. Project duration was estimated at three to four months, and the need for a project manager was acknowledged.

POOL HOUSE AND FACILITY IMPROVEMENTS

Members discussed moving the water fountain outside or to the bathroom hallway, adding hot water access in bathrooms and kitchen, and including the pool house and bathrooms in the overall renovation project. Epi Aquirre asked the Pool Committee to obtain bids for the bathroom remodel and make recommendations to the Board on preferred contractors.

FINANCIAL DISCUSSION

The Board reviewed financial readiness for the project and timing of CD maturities. Bryan Foley suggested the CDs were likely laddered to mature as needed. Kenny Venable confirmed the CDs would come due in January and reported available funds in the Money Market account. Members agreed project start would likely follow CD maturity in January 2025.

ADJOURNMENT

The meeting was adjourned at 7:22 PM by Epi Aquirre.

SECRETARY’S ADDENDUM

WHISPERWOOD HOA

Board & Pool Committee Meeting Minutes

September 4, 2024

These minutes have been stylized for the website.
Click here to download the PDF.

ATTENDEES

Epi Aguire – President
Priscilla Elliott – Secretary/Treasurer
Paul Combest – Member at Large
Bryan Foley – Member at Large
Rehj Hoeffner – Member at Large
Tim Collins • Karen Moorhead • Jack Stoffregen • Mike Murphy • Pam Sweeten • Santiago Ramirez • Katherine Holbrook • Trinidad Tolar • Steve Hoeffner • Marni Katz • Marnee Bolen • Paula Randolph

CALL TO ORDER

The meeting was called to order at 6:40 PM by President Epi Aguire at the Whisperwood Pool facility.

POOL RENOVATIONS DISCUSSION

Bids: Bryan Foley presented a bid for $107,000, excluding $27,000 for the cool-coat on the pool deck. Santiago Ramirez was awaiting a response to his bid request.

Itemization of Costs: Tim Collins asked how bids would be presented and whether they would be broken down by component.

Clarifications: Leslie clarified terms for clarity:

• Pool deck: area immediately surrounding the pool.
• Patio: space between pool deck and pool house.

Bryan, Tim, and Paul Combest discussed concerns regarding the oak tree in the northeast corner and the overall bidding approach. The Board favored developing a detailed scope of work to allow comparable bids and cover all renovation elements. It was also suggested to move bidding to October for potential cost advantages. For the oak tree area, alternatives such as pavers or synthetic decking were discussed to accommodate root growth.

POOL WAIVER ISSUE

Business Loss Claims: Mike Murphy raised concerns about alleged business losses due to the unsanctioned pool waiver. Rehj Hoeffner noted that bylaws may prohibit restricting access to common areas for members who have paid dues. Jack Stoffregen disagreed, arguing the Board could limit hours or charge fees. Rehj countered that the waiver shifted liability and maintenance to landlords without the required bylaw amendment.

POOL RESURFACING

Bryan Foley presented samples for pool, deck, and patio resurfacing. Discussion shifted to coping, which was pulling away from the pool’s edge. Both Bryan and Santiago confirmed their bids would address this issue.

ELECTION CONCERNS

Santiago Ramirez raised concerns that elections were not held in May as expected. Rehj Hoeffner suggested they could occur in January if a quorum is met. Bryan Foley disagreed, suggesting elections could proceed without a quorum (though potentially invalid). Katherine Holbrook supported holding elections regardless, stating it was “the right thing to do.” Paul Combest noted difficulty in filling Board positions historically. Santiago discovered old mail-in ballots from two decades ago in the groundskeeper shed. Karen Moorhead recommended maintaining a file of interested volunteers for future openings. No opposition was voiced.

ADDITIONAL POOL FACILITY ENHANCEMENTS

Attendees broke into small groups to discuss possible facility improvements, including:

• Adding a changing table in the bathrooms.
• Installing a water cooler.
• Improving the showers.

ADJOURNMENT

The meeting adjourned at 7:45 PM.

CERTIFICATION

Prepared and submitted by Rehj Hoeffner, Secretary-Treasurer
Approved and attested by Rehj Hoeffner, Secretary-Treasurer on October 18, 2024.

SECRETARY’S ADDENDUM

Location: Priscilla Elliott’s Home

Time: 6:00 PM

WHISPERWOOD HOA

Financial Summary Report

Month Ending: August 31, 2024

This report has been stylized for the website.
Click here to download the PDF.

Profit & Loss

Financial Condition

FINANCIAL OVERSITE STATUS

As of the August 18, 2024 Board Meeting, the Whisperwood Home Owner’s Association’s financial records were being maintained by an external Certified Public Accountant (CPA) at $150 a month.  The CPA was responsible for bookkeeping functions and provided the Board with:

• • A Profit & Loss statement, and
  • A Balance Sheet, which at that time was incomplete and did not fully reflect all assets, liabilities, or financial designations and is available upon request from the current Secretary.
  • No formal Treasurer’s Report was presented at this meeting, and no budget, reserve allocation, or financial authorization was proposed or adopted.
  • At the time of this meeting, financial duties were intentionally segregated in accordance with member direction and basic internal control principles:

CHECKBOOK CUSTODY
The HOA checkbook was held by Eppi Aquirre, the current President.

DEPOSIT HANDLING
Priscilla Elliott personally made bank deposits on behalf of the Association. This arrangement was implemented at the request of the membership, with the intent that two separate individuals handle:

• receipt and deposit of funds, and
• disbursement of funds (checks).

This separation was designed to reduce risk and increase transparency, and no concerns regarding this arrangement were raised during the meeting. All transfers between account were to be shared with the board the time of the deposit.

The Board reviewed pool-related expenditures in general terms, comparing year-to-date costs to the prior year.

• No figures were formally adopted.
• No spending limits or corrective actions were approved.
• A preliminary pool renovation bid of approximately $107,000 was discussed and deemed excessive and insufficiently detailed.
• No bid was accepted.
• No funds were allocated.
• No contractual authority was granted.
• Discussions regarding future financial exposure (pool renovations, bathroom improvements, staffing models, ADA considerations, and potential solar heating) were exploratory and informational only and were expressly deferred to future meetings.

ABSENCE OF FINANCIAL AUTHORIZATION
As of this meeting:

• No expenditures were authorized
• No invoices or reimbursements were approved for payment
• No contracts were approved, attested to, or ratified
• No budget amendments or reserve allocations were made
• No emergency spending authority was invoked

The meeting was explicitly described as informal, and the minutes confirm that no formal decisions or votes were taken.

FINANCIAL CONDITION
The Association’s financial posture at the time of this meeting can best be characterized as operationally solvent and revenue-supported on a year-to-date basis, with financial activity dominated by predictable major categories (pool operations/utilities, insurance, and contracted maintenance). However, the posture was procedurally incomplete: the Board had not yet translated that operating capacity into formal governance actions (budget adoption, reserve designations, spending thresholds, or project-level authorizations), and the CPA’s classifications were necessarily provisional due to limited Board input and an incomplete Balance Sheet; the obvious pitfalls of outside bookkeeping.

CPA Classification Limitation: The CPA Profit & Loss reflects classifications assigned by the CPA using limited operational knowledge and without Board-approved coding guidance. The figures are used here only to characterize the Association’s general financial condition and spending concentration, and are not certified by the reporting officer as to category accuracy or Board intent.

Stated plainly: the money picture looked stronger than the process picture—the Association showed capacity on paper, but lacked the formal authorizations and governance structure needed to deploy spending governance in compliance with GAAP.