Agenda 02 05 09
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The document discusses the corporate documents and regulatory agreements that control governance in the Rossmoor Leisure World community in Orange County, California. It outlines key agreements established between 1961-2000, including the original trust agreement and regulatory agreements with HUD. The trust agreement defines GRF's responsibilities to community members and the regulatory agreements provided HUD controls to guarantee bank loans. As the last regulatory agreements end in 2009, the document argues residents should ensure a new agreement between the mutuals and GRF similar to those with HUD to maintain oversight of common facilities and trust assets.
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Agenda 02 05 09
- 1. LWV February 02, 2009 Residents Voice 02/05/09 Residents Voice 1
- 2. Corporate Documents! and How do they Control Us? Conrad Grundke 02/05/09 Residents Voice 2
- 3. 1961 Rossmoor Leisure World Orange County “Corporation Grant Deed” Book 5931-5939 Dec 4, 1961 & Dec 11, 1961 Pages 586-534 1962 GRF Secretary of State “Articles of Incorporation” Nov 19, 1962 1964 Mutuals Orange County “Declaration of Establishments of Book 6944 Covenants and Restrictions” Page 449 Feb 28, 1964 1964 GRF Orange County “Original Trust Agreement” Book 6953 Page 519 02/05/09 Residents Voice 3
- 4. 1964 Between GRF & HUD Orange County “Regulatory Agreement” Book 6593 March 2, 1964 Page 516 1966 Between GRF & HUD Orange County “Amended Regulatory Agreement” Book 7838 Feb 11, 1966 Page 70 1964 GRF Orange County “Amended Trust Agreement” Book 6992 April 6, 1964 Page 599 1964 Between Mutual 3 & HUD FHA “Regulatory Agreement” Project # 122- July 1, 1964 30344M 02/05/09 Residents Voice 4
- 5. 1969 GRF & HUD Orange County “Amendment to Trust Agreement” Book 8841 January 9, 1969 Page 215 1970 GRF Secretary of State “Amended Articles of Incorporation” June 24, 1970 1970 Third Laguna Hills Mutual Secretary of State “Articles of Incorporation” November 30, 1970 1970-1 Orange County “Declarations of Covenants & Book 9633 Restrictions” Page 604 May 7, 1971 02/05/09 Residents Voice 5
- 6. 1972 Mutual Fifty Secretary of State “Articles of Incorporation” May 30, 1972 1971 GRF Orange County “Amendment to Trust Agreement” Book 9845 October 13, 1971 Page 89 1975 United Laguna Hills Mutual Secretary of State “Articles of Incorporation” November 21, 1975 1988 Orange County 88- “Amended & Restated CC&R’s” 218124 May 10, 1988 02/05/09 Residents Voice 6
- 7. 2000 GRF Secretary of State “Amended Articles of Incorporation” November 14, 2000 02/05/09 Residents Voice 7
- 8. Two Critical Documents • Trust Agreement – Defines what the trustee (GRF) can and must do with the trustor’s (member’s) property and monies. • Regulatory Agreement – Defines what the mortgagees must do to conform to the HUD guarantee. 02/05/09 Residents Voice 8
- 9. Trust Agreement • Trustor at the early phase of Leisure World it was one of the United Mutuals. • Trustee is GRF. • The Agreements define the responsibilities of GRF to the Members. – Trust includes items such as Community Facilities and Assets; • Club houses, Common Land, Stables, Garden Center, Bus System, Security, Reserves, etc. 02/05/09 Residents Voice 9
- 10. Regulatory Agreements • Purpose: –To provide controls that will allow the FHA to justify guaranteeing a bank loan by HUD. 02/05/09 Residents Voice 10
- 11. With Whom ? • HUD has two AGREEMENTS: – The Golden Rain Foundation – Originally one of the United Hills Mutuals • Subsequently amended as the co-ops were developed. 02/05/09 Residents Voice 11
- 12. Effective Dates of the Trust and Regulatory Agreements • Trust will remain intact until ALL of the HOMEOWNERS vote to dissolve the TRUST. • Regulatory Agreements will end when the last Manor has made it’s last payment (late in 2009). 02/05/09 Residents Voice 12
- 13. What Must We Do ? • Ensure that the Housing Mutuals implement an agreement with GRF that is similar to agreement with HUD. • This is a Golden Opportunity to ensure that our common facilities and trust items are managed within our guidelines by GRF. 02/05/09 Residents Voice 13
- 14. Conclusion ! • We know that for whatever reason, PCM, the GRF Board and LWV City Council have to develop our land and properties, we must have some control over their actions. 02/05/09 Residents Voice 14
- 15. The End 02/05/09 Residents Voice 15
Editor's Notes
- It is important that our Mutual Directors have the answers to questions that have a major impact on our community. By being able to answer these questions, the Directors can better manage our community in the best interest of the owners.On the heels of the state Supreme Court ( August 27, 2008) ruling ordering the Golden Rain Foundation, to allow residents full access to their community financial records, followed by Judge Ronald L. Baur’s ruling (January 5, 2009) on David Lyon’s move for an award of fees incurred in this litigation (Golden Rain Foundation Vs Franz ), answers to the following questions should be forthcoming from the Directors:1. When was the “Laguna Woods Village” name change registered with The Secretary of State?2.3. There was an article in our community paper (Globe) describing how Ms Price saved theresidents 31 million in federal & state taxes. Was KPMG involved in this change? How much did PCM staff get via their incentive bonus program?4. Who in our shareholders exempt status voted to change our 501 (C) 3 to 501 (C) 4 corporation? Musn’t the Shareholders in this community have a 2/3 vote to make any corporate changes.1. Was the corporate change for PCM’s advantage? (Reference the Lobbyist Donations).2. How did the Bank of America accept the bank account called “Laguna Woods Village?” The state of California requires you must present approved Secretary of State Articles of Incorporation documents before opening a new corporate account.3. Residents have requested IRS 990 document for the years 2005-2007. The shareholders could not find reports pertaining to any of the following: a). Paid incentive bonus plans for key for-profit employees. The residents did not get their assessments reduced and this incentive plan was not made public to the shareholders.b). Justification of PCM’s 83% increase in management compensation for years 2006-7. c). No open reporting of credit card and expense account abuse of approximately $250,000 thousand by PCM management group (10 people) for years 2006-7 of requested documents. Did the PCM employees who used those credit cards report their earning to the IRS. d). No 990 reporting of landscape/gardening division sales. As questions continue to crop up and instead of answering them, the Boards of Directors refuse to acknowledge the residents concerns. They lose sight of their responsibility of oversight and fail to monitor important areas of our corporate activity. It is time that the Directors initiate some of the questions that the owners are asking of PCM. Their lack of pertinent questions of PCM reflects an attitude that we cannot afford, especially in these times of corporate “rape” and economic hardship. When we see the disasters that are befalling all the corporations around us, we must acknowledge that it is not the corporations that create the problems, it is the people who are in charge that fail to do their fiduciary duty.In our case it is PCM and the Boards that must identify and resolve the problems.