October 2, 2018

In the Matter of a Mail Dispute Between

FRED VEAZEY and SHIREE BUSH-GIBLIN

P.S. Docket No. MD 18-227

APPEARANCE FOR FRED VEAZEY:
Fred Veazey

APPEARANCE FOR SHIREE BUSH-GIBLIN:
Jonathan D. Wassell, Esq.
Keough & Moody, P.C.

INITIAL DECISION

Fred Veazey and Shiree Bush-Giblin claim the right to direct delivery of mail addressed to the Maynegaite Property Owners Association (Association) at P.O. Box 372, Olympia Fields, IL 60461-0372, as the Association’s President.
The resulting mail dispute was forwarded to the Judicial Officer Department by the Olympia Fields Postmaster and docketed pursuant to Postal Operations Manual (POM) § 616.21 (October 30, 2017) under the procedures established at 39 C.F.R. Part 965 (2018).  The Judicial Officer issued an order directing the Olympia Fields Postmaster to hold all mail addressed to the Maynegaite Property Owners Association until this mail dispute is resolved.  By this Initial Decision, I recommend that the Judicial Officer issue an order directing the Olympia Fields Postmaster to deliver all mail being held and hereafter received addressed to the Maynegaite Property Owners Association to Ms. Bush-Giblin or as otherwise directed by Ms. Bush-Giblin.

FINDINGS OF FACT

1. The Association is an Illinois, not-for-profit corporation responsible for managing a community composed of 197 real property lots.  The Association is registered with the Illinois Secretary of State as a homeowners’ association.  (Bush-Giblin Aff.; Form NFP [Not-For-Profit] 105.10/105.20 Statement of Change of Registered Agent and/or Registered Office; Maynegaite Property Owners Association Real Estate Covenants & Bylaws (Association Bylaws), Article 1).
2. Ms. Bush-Giblin was elected Association President on February 6, 2018 (February 6, 2018 Association Meeting Minutes).
3. Ms. Bush-Giblin was the Association President on record with the Illinois Secretary of State and the registered agent for the Association as of March 20, 2018 (NFP 105.10/105.20 Statement of Change of Registered Agent and/or Registered Office).
4. On June 16, 2018, Fred Veazey and fourteen other property owners attempted to conduct a Special Meeting of the Association during which they elected Mr. Veazey to the position of Association President and replaced the Association’s Board (June 16, 2018 Special Meeting Minutes).¹
5. Notice of the June 16, 2018 Special Meeting was not provided to all the property owners by the Association’s Secretary.  The then-current Board members were not provided notice of their proposed removal, nor were they given the opportunity to address the proposed removal during the Special Meeting.  Finally, the Special Meeting was not attended by a quorum of the property owners (or their designated proxies).  (Bush-Giblin Aff.).

DECISION

Our Rules of Practice in Mail Dispute proceedings require both parties to submit sworn statements explaining the facts supporting their positions, along with relevant documents.  See 39 C.F.R. § 965.5.  A party who fails to comply may be held in default.  39 C.F.R. § 965.7.  Ms. Bush-Giblin complied with § 965.5 by submitting a sworn statement and supporting documents sufficient to rule in her favor.  Mr. Veazey filed nothing.  Mr. Veazey, therefore, is in default.²           Additionally, the Domestic Mail Manual (DMM) provides the rules for mail delivery to an organization.  DMM § 508.1.5.1 provides that “[i]f [a] disagreement arises where any such mail should be delivered, it must be delivered under the order of the organization’s president or equivalent official.”  If the identify of an organization’s president is in dispute, my role is to determine the identity of the president.  See James Frederick Seaman and Heidi Breunig, MD 16-215, 2016 WL 10572254 (P.S.D. October 28, 2016).
This case presents the issue of whether Mr. Veazey or Ms. Bush-Giblin is the Association’s President.  In determining who the President is, I look to the Association Bylaws and the facts surrounding the June 16, 2018 Special Meeting where Mr. Veazey purportedly became the Association’s President.
The Special Meeting was not held “at the time and place as may be designated in the notice thereof given by the Secretary . . . .”  (Association Bylaws, Article 6.02; see also Articles 6.03, 6.04).  Because the Secretary did not issue a notice, the property owners would not have known that the meeting was being properly called.  Illinois law on the topic of notice is long-established.  “Every stockholder had a right to be present at [a shareholder’s meeting], and [the meeting] could not be legally held until after notice of the time and place had been given in an authentic and legal mode, unless all stockholders were present and consenting in person or by proxy.”  Charter Gas Engine Co. v. Charter, 47 Ill. App. 36, 53 (Ill. App. Ct. 1893); see also 5 Fletcher Cyc. Corp. § 2008, Form, mode and sufficiency of notice – In general.  “Notice of a special shareholders meeting must be given to all shareholders.  Failure to comply with the notice requirement renders the meeting and all actions taken at that meeting void and of no effect.”  In re Acoustic Fiber Sound Sys., Inc., 20 B.R. 769, 778 (Bankr. S.D. Ind. 1982) citing Charter Gas Engine, 47 Ill. App. at 53.  The absence of proper notice renders the meeting invalid.
The Association Bylaws require a quorum of 30% by attendance in person or by proxy for the transaction of any business (Association Bylaws, Article 6.05).  Thirty percent of 197 properties is sixty property owners.  Even assuming the meeting was properly noticed, the June 16, 2018 Special Meeting Minutes show at most twenty attendees (and no proxies), not the sixty needed for a quorum.  The absence of a quorum renders the actions taken during the Special Meeting invalid.  See Village of Oak Park v. Village of Oak Park Firefighters Pension Bd., 362 Ill. App. 3d 357, 366-68 (2005) (the absence of a required quorum for a decision making body renders any decisions invalid).
Finally, the Association Bylaws provide that “[a]ny Director whose removal has been proposed shall be given an opportunity to be heard at the meeting.”  (Association Bylaws, Article 7.04).  Nothing in the record shows that Mr. Veazey provided the Board members the opportunity to be heard during the June 16, 2018 Special Meeting.  Thus, their removal and replacement did not comply with the process required by the Association Bylaws.  The Association Bylaws also provide that the Association President is elected by the Board.  (Association Bylaws, Article 9.02).  Because the Board members were not properly replaced on June 16, 2018, the new Board members did not have the authority to elect Mr. Veazey as the Association President.
In short, the actions taken during the purported June 16, 2018 Special Meeting are invalid because they were not in compliance with the Association Bylaws.  Because they are invalid, Mr. Veazey did not replace Ms. Bush-Giblin as the Association’s President; thus, Ms. Bush-Giblin remains the President.  Ms. Bush-Giblin, therefore, as the President, may receive or direct the delivery of the Association’s mail.  James Frederick Seaman and Heidi Breunig, MD 16-215, 2016 WL 10572254; Warren Gold and Steven Clark, MD 09-506, 2009 WL 10690580 (December 29, 2009) (the president is entitled to receive or direct delivery of a corporation’s mail).

RECOMMENDATION

Because Mr. Veazey is in default under the Rules of Practice and Ms. Bush-Giblin was not removed from her position as Association President during the Special Meeting, I therefore recommend that the Judicial Officer issue an order directing the Olympia Fields Postmaster to deliver all held mail and mail addressed to the Maynegaite Property Owners Association at P.O. Box 372, Olympia Fields, IL 60461-0372 to Ms. Bush-Giblin or as otherwise directed by Ms. Bush-Giblin.
This Initial Decision only determines the right to delivery of the mail in dispute.  If either party obtains a court order directing delivery of the mail, postal regulations provide that the mail will be delivered according to such an order.  See POM § 616.3.

Peter F. Pontzer
Administrative Judge