February 5, 2019
ATTN: ECONFINA RESERVE PROPERTY OWNERS
RE: Econfina Preserve Property Owner’s Association (the “Association”)
Dear Property Owner:
This law firm has been retained by the Board of Directors for the Association. We are in receipt of a communication from Mr. Gary Gambel wherein Mr. Gambel suggests that a new election is required to legitimize the current Board. In advance of the meeting that is scheduled for February 9, 2019, and to avoid having the first meeting the Association has had in its entire history focused on these questions regarding the election process, we would like to address these issues now.
First and foremost, the procedure proposed by Mr. Gambel is not the proper election procedure. In fact, despite the requirements for elections contained in the Association’s governing documents there are no records of an election ever being held during the time Mr. Gambel has managed the Association. As part of the election procedure, owners are contacted to submit themselves as candidates for the Board. Pursuant to the Association’s Articles of Incorporation, the Association shall by managed by a board consisting of “not less than three (3) directors not more than seven (7) directors.” We have been advised that Mr. Paredes initiated this process last year.There were only three (3) individuals that submitted themselves as candidates for the Board:
1. Rafael Paredes
2. Keith Curtis
3. David Huang
Pursuant Florida Statutes §720.306(9)(a), an election is not required unless more candidates are nominated than vacancies exist. As there were only three (3) candidates, there was no need for an election and these three (3) individuals were automatically on the Board.
It has been requested by Mr. Gambel that Ms. Isidron and myself “certify” that the election took place in compliance with Florida Statutes. Neither I nor my co-counsel, Ms. Erika Isidron, represented the Association at the time of the election. We were not retained to certify an election that occurred before our involvement nor would a so-called “certification” from us have complied with applicable Florida Statues governing elections. Florida Statutes §720.306 provides, in pertinent part that, “Any challenge to the election process mustbe commenced within 60 days after the election results are announced.” (emphasis added) There has been no such challenge that we are aware of and thus, same is waived.
What we can confirm is that the Board members have provided proof of compliance with Florida Statutes §720.3033, Fla. Stat. which provides that:
Within 90 days after being elected or appointed to the board, in lieu of such written certification, the newly elected or appointed director may submit a certificate of having satisfactorily completed the educational curriculum administered by a division-approved education provider within 1 year before or 90 days after the date of election or appointment.
We have been asked to review the history of the Association and whether same appears to have been managed in accordance with the Association documents as well as Florida Statutes. We have conducted a thorough investigation of the information available in the public records and this is was discovered:
1. We have not seen any document that would reflect that prior to this Board there has ever been an election at Econfina.
2. Pursuant to the Articles of Incorporation filed with the State of Florida, the Association should have been turned over to the owners (Class A Members) when:
a. The total votes outstanding in Class A Membership equals the total votes outstanding in the Class Be Membership (Developer); or
b. Three months after 90% of the lots have been sold; or
c. Such earlier date Developer may choose to terminate Class B Membership.
3. It is our understanding that at least 90% of the lots were sold in or around early 2007. As such, control of the Association should have been turned over at that time.
4. A review of the public records demonstrates that the control of the Association was neverturned over to the Owners. At turnover, the Developer’s directors were supposed to resign and the owners were to elect directors.
5. On or about May 7, 2008, the officers/directors appointed by the Developer resigned and The Archer Group became listed as the Manager and there were no other officers listed. The Archer Group has maintained control as Manager until October 1, 2018, when an Amended Annual Report was filed with the State of Florida.
6. The Archer Group, LLC, has been acting as the “manager” of the Association for more than 10 years. This company was formerly known as Itera Timberland & Development Strategies, LLC. The name change was filed with the State of Florida on February 2, 2007. The former officers of Itera Timberland & Development Strategies, LLC which is now known as The Archer Group, LLC, were:
a. Tim Ritch,
b. Greg Boree, and
c. Nikolaos Kavalieros
7. The original officers of Econfina before The Archer Group, LLC, were:
a. Tim Ritch,
b. Greg Boree,
c. Deanna Hayes, and
d. Jeff Jones
8. In other words it appears the Developer appointed a manager it controlled to act as the manager of the Association.
9. It is our understanding that the Archer Group selected “FLA Properties, LLC” to manage the day-to-day affairs of the Association in or about 2012. FLA Properties, LLC is a Louisiana limited liability company registered to Gary Gambel and lists the Officers as Gary J. Gambel and J. Storey Charbonnet. In sum, in 2012, the developer controlled entity appointed Gary Gambel’s company to manage the day-to-day affairs of the Association.
10. We were advised that there is a written agreement between FLA PROPERTIES, LLC and the Archer Group however, despite repeated request for this document we have not yet received a copy of same.
11. It is our understanding that Mr. Gambel has taken the position that this agreement (which he has yet to produce) provides that in exchange for managing the Association, he is not required to pay any maintenance on his six (6) lots. As such, it is our understanding, that Mr. Gambel has not paid maintenance since on or about 2012 when he was appointed to manage.
12. It appears that The Archer Group, LLC has maintained control of the Association for more than ten (10) years. The only Manager listed in public records forThe Archer Group, LLC, is Estates of NC, LLC. This is not a Florida company and not registered to do business in FL. Rather, it is a North Carolina company. The Members of Estates of NC, LLC, are Caldwell Mountain Side, LLCand Coves Mountain Investors. The managers of these entities are:
a. Caldwell Mountain, LLC – This is a Florida LLC and the Managers are Lisa & Nick Kavalieros.
b. Coves Mountain Investors, LLC – This is a Florida LLC and the Managers are Lisa & Nick Kavalieros.
13. IN OTHER WORDS, IT APPEARS THE DEVELOPER HAS MAINTAINED CONTROL ALL OF THESE YEARS THROUGH A SERIES OF SHELL COMPANIES. All of the companies are listed as having the same address: 9995 Gate Parkway N. Suite 400, Jacksonville, FL.
We hope this provides some clarification of the election process, the history of the Association and the current status so that the Board can focus on moving forward.
Very truly yours,
/s/Douglas C. Hiller
Douglas C. Hiller, Esq.
Econfina Preserve Property Owners Association, Inc
8050 sw 170 st, Miami, FL 33157, US
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