Gimenez has told the members the case is groundless
He did so KNOWING that the court had ruled otherwise. Why would he not tell the members the truth?
https://www.mcguirewoods.com/client-resources/Alerts/2015/4/Texas-Rule-Civil-Procedure-91a
To the extent Defendants’ (Windermere Oaks WSC) Pleas to the Jurisdiction are based on the grounds that Plaintiffs cannot assert claims of breach of fiduciary duty, constructive fraud, and other theories in pursuit of claims brought pursuant to Texas Business Organization Code, secs. 20.002(c)(1) and (c)(2), and chapter 22, subchapter J, the Pleas to the Jurisdiction are Hereby DENIED as to that ground.
2014
WOWSC began the process of planning and securing funding to build a new sewer facility East of Exeter Rd. with plans to abandon the current facility on the Airpark land. It was assumed and planned that the sale of the WOWSC land in the Airport area would retire the loans needed to build the new sewer plant.
March 2015
WOWSC Board Meeting – Property Owner Association President Bob Mebane, gave an update on the status of the clearing of stored items on the WOWSC property. Mr. Mebane Indicated as previously stated that the WOPOA might want to make an offer on the property.
Mr. Mebane had received an email on April 3, 2014 from the WOWSC Board stating:
“The WOWSC Board has a fiduciary responsibility to our members, which obviously includes the lot and homeowners in Windermere Oaks, and we feel that it is not in the best interest to put a restriction on the sale of the property that would compromise our ability to obtain the “best” offer from any potential buyer. Given that, I wanted to make you aware that the WOWSC Board has unanimously voted in its last open meeting that we will put the entire tract on the market which includes the portion that WOWSC has been leasing to the WOPOA for storage.”
Mr. Mebane would later become the WOWSC Board President the following year and go against this statement made by the board in 2015.
October 6, 2015
WOWSC Director Bob Mebane met with a real estate agent (seller of the 1.415 acre comparable property described above) to discuss the possible marketing and sale of the WOWSC land.
September 18, 2015
WOWSC receives an “Appraisal of Real Property for the 10.85 acres of land located on Piper lane". This appraisal was ordered and directed by Dana Martin, the Real Estate expert on the WOWSC Board.
There is no reference in the appraisal of the proximity of the subject property to the Spicewood Airport or its highest and best use as aircraft hangar lots!
The appraiser claims the 10.85 acres has a market value of $185,000!
Through depositions we now know that Ms. Martin was the sole source of comps given to the appraiser, which did not include any recent airport land comps.
December 14, 2015
WOWSC publishes the Agenda for an Open Meeting of the Board of Directors scheduled for December 19,
2015.
The sale of WOWSC Property and Asset is NOT INCLUDED as an Agenda Item.
December 19, 2015
WOWSC holds an Open Meeting of the Board of Directors. Bob Mebane, Dana Martin, Mike Madden, Pat Mulligan are the Directors listed as Present. The official minutes state:
"Went into Executive Session at 10:25 AM to discuss real estate, personnel, or legal matters. Out of Executive Session at 11:30 AM. Pat Mulligan made a motion to accept a proposal from Friendship Homes and Hangers to purchase 4 acres of land at the old WWTP to net $200,000.00 to the Windermere Oaks Water Supply Corporation to be used to reduce the outstanding loan from the new waste water treatment plant. Motion seconded by Mike Madden. Board Members in favor Bob Mebane, Pat Mulligan, Mike Madden, and Dana Martin recused herself from the vote and the executive session.
This is a decision to sell WOWSC assets (property) without marketing or advertising it to the general public! At least 2 WOWSC Members had expressed interest in purchasing this property whenever the WOWSC Board planned to market the property! These potential bidders were never notified of the upcoming secret land deal to Dana Martin!
March 1, 2016
Dana Martin files a Certificate of Formation with the Texas Secretary of State to create the business entity Friendship Homes & Hangars, LLC.
March 8, 2016
Dana Martin, as a Director of WOWSC, records re-plat of 3.8688 acres of WOWSC land. Martin creates 50’ wide “Access Easement” on the South portion of the land to access remaining WOWSC land.
o No building setbacks were created in this re-plat to ensure the passage of aircraft to the remaining WOWSC land.
o The original plat filing listed the return address of Martin’s personal address, 205 Coventry Rd.
March 10, 2016
WOWSC Board Members Bob Mebane and Mike Madden execute a Corporate Resolution authorizing the WOWSC to sell Tracts H1 & H2 to Friendship Homes and Hangars, LLC and to "negotiate the terms and conditions of the sale."
The Corporate Resolution claims that the resolution was "legally adopted" at the WOWSC Board meeting held on February 22, 2016; however, the resolution or this topic was not listed on the meeting agenda notice or recorded in the meeting minutes as required by the Texas Open Meetings act or described in the resolution. This Resolution was notarized on Sunday, March 13, 2016.
March 11, 2016
Dana Martin, through her company Friendship Homes & Hangars, LLC, completes the purchase of the 3.8688 acres of land in two separate recorded deeds (recorded on 03/14/2016 and 05/04/2016.)
* Sale Price: $200K for H1 & H2 = $1.31 /SF
*This Resolution was notarized on Sunday, March 13, 2016.
March 14, 2016
Friendship Homes & Hangars (Dana Martin) records a “Memorandum of right of First Refusal" for the remaining WOWSC land (7.0255 acres & 4.027 acres); signed by Bob Mebane on behalf of the WOWSC.
The document states “EXECUTED THIS 10TH DAY OF MARCH 2016,” However it was notarized on Sunday, March 13, 2016.
No record of this business is listed on any WOWSC meeting agenda or meeting minutes.
December 12, 2016
Friendship Homes & Hangars (Dana Martin) re-plats a portion of the purchased property into two smaller tracts, creating Tract H2-A being 1.25 acres (including the 50’ wide “Access Easement.” No building setbacks were created in this re-plat to ensure the passage of aircraft to the remaining WOWSC land.
April 3, 2017
(13 month after purchase) – Friendship Homes & Hangars (Dana Martin) sells and conveys Tract H2-A (1.25 acres) to Johann and Michael Mair.
Conservative Assumption of $120K sale price (based on filed deed of trust, see below) = $2.20 /SF
April 3, 2017
Johann and Michael Mair execute and record a Deed of Trust against Tract H2-A for $100,000. (This only represents the amount of the loan, not the sales price for Tract H2-A)
A “Partial Release” of the Deed of Trust against Tract H2-A for Friendship Homes & Hangars (Dana Martin) is recorded.
July 7, 2017
Friendship Homes & Hangars (Dana Martin) places on the Burnet County Commissioner’s Court agenda the re-plat of Tract H1-A (North of Tract H2-A.) On this re-plat, Martin depicts a new 50’ Taxiway… "FOR THE OWNERS OF TRACT H1-A, Friendship Homes & Hangars LLC AND ASSIGNS.” Abutting the new Taxiway is 30’ building setbacks, creating a minimum of 80’ of protected Taxiway passage. If successful, this taxiway would not serve the remaining WOWSC land without Dana Martin's permission.
This re-plat was removed from the Commissioner’s Court agenda because of public pressure.
December 12, 2017
TOMA Integrity, Inc. (an entity formed by WOWSC Members) filed a lawsuit in Burnet County 33rd District Court against WOWSC for violating the Texas Open Meetings Act (“TOMA”), state law that governs the way public utilities can conduct business. The purpose of the act is to protect the Public and Utility Members from covert business dealings.
Specifically in this case, the WOWSC violated TOMA by selling WOWSC assets without proper notice of this act to its members in any meeting agenda.
April 15, 2018
TOMA Integrity, Inc. filed a Motion for Summary Judgement in Burnet County 33rd District Court for multiple violations of the Texas Open Meetings Act.
June 26, 2018
Friendship Homes & Hangars (Dana Martin) places on the Burnet County Commissioner’s Court agenda the re-plat of TRACT H1-A for a second attempt. Martin again, attempts to that reserve an easement to the remaining WOWSC land for her use only.
No action was taken by the Commissioner’s Court because of pending litigation that was filed in reference to this property.
July 9, 2018
Double F Hangar Ops LLC (WSC Member) files a lawsuit against Friendship Homes & Hangars, LLC (Dana Martin) and Burnet County Commissions Court to prevent the further subdivision of the property and sale of the property by Martin.
July 23, 2018
Burnet County 33rd District Court entered an Order for Summary Judgement finding that the WOWSC violated the Texas Open Meeting Act as outlined in the Motion for Summary Judgement filed on April 15, 2018.
December 3, 2018
WOWSC and Double F Hangar Operations, LLC receive an independent appraisal of the WOWSC lands, to determine the market value of the properties, in various configurations, as of March 11, 2016.
Opinion of Market Value of the ±10.8815 Ac. Tract: $1,300,000.00 (entire WOWSC prior to sale to Friendship Homes & Hangars, LLC.
Opinion of Market Value of the ±3.8688 Ac. Tract: $ 700,000.00
Friendship Homes & Hangars (Dana Martin) Paid $200,000
Opinion of Market Value of the ±7.0127 Ac. Tract – With sufficient Taxiway Easement Access: $ 760,000.00
Opinion of Market Value of the ±7.0127 Ac. Tract – Without sufficient Taxiway Easement Access: $ 120,000.00
December 14, 2018
WOWSC Board of Directors send a notice to the WOWSC Members asking for a “Public Meeting” to discuss the findings of the Appraisal Report and pending litigation and state the appraisal was completed by Bolton Real Estate, Consultants, an appraisal firm with over 50 years of experience appraising property, including airport adjacent properties. View the letter here https://wowsc.org/documents/778/Letter_to_members_re_appraisal_12.14.18.pdf and the appraisal showing the land which Ms. Martin purchased for $200,000 to be valued at $700,000 can be viewed here https://wowsc.org/documents/778/Windermere_Oaks_WSC_Appraisal_Report_Dec_2018.pdf
January 12, 2019
Open Meeting held by WOWSC to discuss and seek community input regarding pending litigation and the sale of WOWSC assets to Board Member Dana Martin. Resolution to send Martin and Hinton Appraisers a Demand Letter was passed.
January 25, 2019
WOWSC Board attorney Jose E. de la Fuente sends Demand Letter to Dana Martin citing in his letter the fraudulent acts in this real estate transaction between her and the WOWCS Board of Directors, click here to view the letter.
March 2019
Joe Gimenez and Bill Earnest elected to board. Bill Earnest submits his application at 8 PM, after close of business and on the last day to submit an application to run for the board. Mr. Earnest previously sat on the WOWSC board, however he had quit the board since he had moved away and vowed never to sit on another board, including the WOWSC. He was also on the board when the fire sale land deal took place.
Board takes an about face position from the demand letter sent by the previous board.
Summer of 2019
Board Member Norm Morse is removed from the board. Dorothy Taylor is appointed to Board by remaining board members – Dorothy Taylor is a former WOWSC board member. No solicitation to the members in the community to sit on board.
David Bertino, former President of the WOWSC Board steps down.
Patricia Gerino, good friend of Dana Martin, previous business owner with her and airport board member with Dana Martin is appointed to the WOWSC Board. . No solicitation to the members in the community to sit on board.
October 2019
The WOWSC Board gave away 0.5151 acres (Piper Lane) – the primary taxiway access for the remainder tract the WOWSC owns in the airport to Ms. Martin for FREE! The board doesn’t know what Piper Lane is worth and did nothing to find out.
December 2019
Mr. Gimenez, WOWSC President states in a deposition, he has no idea where Piper Lane is that he just gave to Ms. Martin for fee or its net worth. Additionally, he states he has no idea who should manage the assets of the WOWSC.
February 2, 2020
During the WOWSC Annual Members Meeting the board president Mr. Gimenez, states they have budgeted $250,000 for legal fees for litigation with Toma Integrity.
Mike Nelson states to membership Double F is refusing to mediate…this is complete propaganda.
Mike Nelson states it will cost millions of dollars to the WOWSC if they would attempt to get the land back from Ms. Martin….this is complete propaganda.
The board decides to raise the rates by 71% claiming it is due in part to litigation fees.
Board President Mr. Gimenez states after a member confronts him on legal fees, that the board has spent close to $60,000 in the past year simply to have the attorneys from Lloyd Gosselink attend every board meeting.
Additionally, it’s confirmed Joe Gimenez authorized $15,000 in legal fees to fight the petition to remove him from the WOWSC board.