June 3, 2024
Dear Enclave Community Members,
The Board is aware of recent social media postings and discussions regarding the proposed dissolution of the maintenance corporation and abandonment of the community open space. The Board wants to provide clear and accurate information to all residents. The purpose of this correspondence is to provide the Board’s response and position on those discussions.
Recently, there was a demand made on the Board to schedule a member meeting for the purpose of voting on dissolution. After careful review, and consultation with legal counsel, the Board believes this proposed method of dissolution does not comply with Delaware law and thus a member meeting was not scheduled. According to 8 Del. C. § 275, dissolution requires either (1) a resolution by the Board, which has not occurred, followed by a shareholder vote or (2) unanimous written consent from all members. Jumping directly to a shareholder vote without Board action is not permitted under Delaware law. To do so would bypass the necessary step under Delaware law for the Board, in exercise of its fiduciary duty, to adopt a plan of dissolution. The Board has responded to an attorney’s letter demanding a meeting advising why the Board believes the legal basis for this demand is incorrect. Further, those members advocating for dissolution remain free to pursue the alternative method under Delaware law, namely a member written consent for dissolution.
The Board has retained counsel as this unexpected legal issue requires professional assistance. Legal matters can be costly, but it is often necessary to ensure the best outcome and protect the interests of everyone involved. It is important to handle such situations with care and diligence. While it’s never easy to incur unexpected expenses, sometimes they’re necessary to protect the collective interests of the community. Unfortunately, this is an expense we will all have to incur.
We understand this is a significant issue for our community and fear that there is a large amount of misinformation being circulated. This Board is committed to transparency and open dialogue and believes dissolution is not in the best interest of the community. Therefore, we are happy to host a town hall meeting to discuss these matters further. Toward that end the Board has requested that the management company, Knight Property Services, obtain a location that can accommodate a town hall meeting. Once a meeting location is established and schedules of the invited guest confirmed, we will send notification of the town hall meeting. This will be an opportunity for everyone to ask questions, share their views, and understand the process better. We hope to see you there.
The meeting that has recently circulated on social media and a USPS mailing is not an Enclave at Odessa Maintenance Corporation meeting.
Thank you for your attention to this important matter. We look forward to a constructive discussion with all of you. In the meantime, please reach out to Knight Property Services with any questions you may have at (302) 508-2638.
Best regards,
Enclave of Odessa Maintenance Corporation’s Board
