Enclave at Odessa Maintenance Corporation
April 26, 2024
RE: Request for Special Meeting – Dissolution
Dear Community Members:
The board recently received a letter from six (6) members of the community demanding a meeting to “Vote to Dissolve the Enclave of Odessa HOA”.
Because the stated purpose of the meeting is not a proper way to accomplish dissolution a special meeting will not be scheduled.
Upon consultation with legal counsel, the Board learned not only why dissolution is ill advised, but the Board also learned that Delaware law allows for a corporation to dissolve under the Delaware Corporate Code, namely Section 275 and 276 of Title 8. A corporate dissolution under Delaware law can occur by all (204) members to execute a written consent to dissolution, which is not a vote at a meeting. Moreover, the Board is confident that not all members of the corporation would vote to dissolve. Meaning, it seems unlikely that dissolution of the Corporation would garner unanimous approval from the members. Instead, the Board believes it is only a minority group that hold the belief that dissolution is a wise path to pursue.
While the Board cannot stop members from pursuing a dissolution by written consent, we would encourage you to consider what a dissolution would truly mean. Without a corporation to collect assessments, the maintenance of the common areas would not be accomplished. That would mean the open space, including the playground and stormwater management would not be maintained or the grass mowed. Likewise, snow plowing of the roads would not occur quickly. Instead, that would then fall to DelDOT, which does not prioritize community roads. Further, the failure to maintain the common areas and pay any assessed taxes, would eventually result in the common areas being exposed to tax/sheriff sale, which in the worst case could lead to a third party taking title to the common areas and using the areas for a purpose not conducive with our community. For these reasons, and many others, dissolution of the Corporation would create far more problems that it would solve.
The Board hopes this brief letter will help the group of petitioning owners to understand the complexities of what they propose. If the community so desires, the Board is willing to schedule a townhall style meetings to discuss the topic and would even invite legal counsel to attend the meetings to address the purposes behind having a maintenance corporation and the issues presented with dissolution. Please understand the Board members don’t enjoy paying assessments any more than the rest of the community. However, you must understand that the Board members stepped into the role as fiduciaries to all members of the Corporation and the Board members take that responsibility seriously. In fulfilling those fiduciary duties, the Board has consulted with legal counsel on this matter and learned of the many reasons why dissolution is impractical and not in the best interest of the community. As a Board we stand ready to discuss this topic further and would invite an educated dialogue about how to accomplish the most efficient running of the Corporation and still fulfill the role required of the Corporation in the governing documents.
We look forward to hearing back from you about whether you would be interested in scheduling a townhall style meeting to exchange ideas and discuss the topic. As always, the Board stands ready to engage in a dialogue to better our community.
Sincerely,
Board of Directors
Enclave at Odessa Maintenance Corporation
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Please direct questions to the community manager at Knight Property Services.
