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THE BUCK NEVER STOPS AT THE CZ MASTER ASSOCIATION BOD! -  In the Believe it Or Not category, since CotoBuzz started covering the CZ Master Association, the current board of directors has refused to publicly acknowledge that any of the decisions they have made to date have been wrong.     

CZ TRANSPONDER DEBACLE AS COVERED BY THE CANYONLIFE -   “It’s a royal pain,” said Andy Hinshaw, a technology consultant who moved to Coto for its exclusivity and security. Hinshaw, 48, has shown up at the security office with his Infiniti twice to re-register. Each time it was closed.  

CZ TRANSPONDER DEBACLE AS COVERED BY COTO RESIDENTS - The following letter was sent to Bob Varo and Keystone employee on Wed, 9 Nov 2005 17:16:12 EST, and a copy sent to the Coto Discussion Forum, and a follow up letter sent Thu, 10 Nov 2005 18:52:12 EST

MICRO-MANAGING OF CZ BY THE CA LEGISLATURE - BOARD OF DEFLECTORS - CotoBuzz has long criticized the current CZ Board for lack of fiscal accountability, transparency and simply wasting CotoBuzz has long criticized the current CZ Board for lack of fiscal accountability, transparency and simply wasting association’s money. 

CZ BREACH OF FIDUCIARY DUTY - Then there is the issue of breach of fiduciary duty by discriminating against independent minded shareholders/district delegates, with or without board approval.  In this new age of increased corporate accountability the old defense of  “I was just following orders”, do not hold any water for any service provider who violate corporate law, statues, or association CC&Rs, even with tacit board approval  [ Read More ]

A REQUEST TO THE CZ BOARD AND LEGAL COUNSEL FOR CORRECTIVE ACTION - Recently I was in the transponder office.  Curtis an employee degraded a female ( I have her name) in front of several Coto residents, including my husband.  The female employee asked him some questions and he huffed and puffed about having to assist her, he treated the residents like second class citizens, and he kept telling everyone who walked in to shut the door in a very disrespectful manner.  I was in shock. 

REQUEST TO CZ BOARD TO STOP DISCRIMINATORY PRACTICES AND OTHER BREACHES - As you know, by, law Coto residents have a basic right to free speech, the right to be informed and to participate in the operation of the association and the right to enter into dialogue with the association board of directors with regard to any problem perceived in the development.  

LETTER TO CZ LEGAL COUNSEL AND BOARD TO CEASE FROM INFRINGING ON FREE SPEECH RIGHTS. - The members of Coto De Caza Concerned Citizens request that you cease and desist from sending unprecedented, threatening letters to CZ Members in an attempt to stifle free speech and criticism of the current CZ Board.

3Q2005 COTO ACCIDENT RATE UPDATE - See below for the latest CHP report on accidents within Coto de Caza, through 10/31/05.  By now, not too many people would argue that the number of accidents within Coto is doubling every year.  Even John Zarian, former board president and ardent supporter of the current board has acknowledged that  “in hindsight” the decision to fire the CHP was a mistake.  But the facts are that the decision was simply boneheaded and does not meet the best judgment rule!

CZ BREACH OF BEST BUSINESS JUDGMENT AND JUDICIAL DEFERENCE - The CZ Association has a fiduciary duty towards its members. This means that it must act in the best interests of all its members and the Association.  Most courts will look kindly to most board decisions, regardless of how bone-headed they may be.  What they will not put up with however, is when the decision AND the process used to make such decisions are also flawed.  

KEYSTONE HANDLING OF NORTH GATE CLOSURE - The following deals with the Keystone handling of the recent North Gate Closure as recorded in the Coto Discussion Forum:

REQUESTING KEYSTONE TO CEASE AND DESIST FROM UNETHICAL PRACTICES - For future issues of the monthly CZ Association GM letter, we are more interested in meaningful statistics that show whether service providers are or are not providing a cost effective service, including Keystone. – for example, periodic updates on crime and accident rates within Coto 

COTO DISCUSSION FORUM - For exclusive use of Coto residents.  Residency is verified.

COTO MAILING LIST - Sign up to receive your monthly issue of CotoBuzz - available free to qualified subscribers, including residents of the Canyons and service providers.

ARCHIVED

CotoBuzz Newsletters

The Buck never stops at the CZ Master Association!

In the Believe it Or Not category, since CotoBuzz started covering the CZ Master Association, the current board of directors has refused to publicly acknowledge that any of the decisions they have made to date have been wrong.

To review, the Association has a fiduciary duty towards its members. This means that it must act in the best interests of its members and the Association.

To make sure that the board is given enough leeway to run an association without interference from the courts, boards for the most part can do very much as it wishes as long as the decisions it makes meet the tests of either the "business judgment rule" or the "judicial deference rule". The business judgment rule is that the Board of Directors must perform its duties in good faith, in a manner that it believes to be in the best interests of the Association, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances [Corporation's Code §7231(a)]. The judicial deference rule comes from the case of Lamden v. La Jolla Shores Clubdominium Homeowners Association (1999) 21 Cal.4th 249, which states that the courts will defer to a board's decision when a board, on reasonable investigation, in good faith, and regard to the best interests of the Association and its members, exercises discretion within the scope of its authority in making maintenance and repair decisions. If both of the tests are met, the Board should be protected from liability.  Also, Rules enforcement must be uniform and fair.

A reasonable person may agree that a board of directors with average leadership would more than likely make a mistake here and there.  Even the governor, according to an AP article dated November 10, 2005 reported that Schwarzenegger Takes the Blame in Vote -

"The buck stops with me," he told reporters Thursday during a Capitol news conference, referring to the clean sweep against his proposals in Tuesday's special election. "I take full responsibility for this election. I take full responsibility for its failure."

We have yet to hear anyone from the current Board of Directors follow the Governor’s example and take responsibility for ANY of their numerous failed decisions.  Instead, they regularly engage in a clear pattern of deflecting criticism and blaming everyone else for their failings, such as previous board of directors or disgruntled residents.  No wonder the CZ board of directors is now known as the CZ Board of Deflectors!

There are numerous reasons why a board may want to avoid taking responsibility for any of their actions, including believing what they read in  the local mainstream media

Take for example the 11/11/05 CANYONLIFE covering the transponder debacle:

“It’s a royal pain,” said Andy Hinshaw, a technology consultant who moved to Coto for its exclusivity and security. Hinshaw, 48, has shown up at the security office with his Infiniti twice to re-register. Each time it was closed.

  “We’re not trying to make it a fortress,” said Bob Varo, president of CZ Master Association, which is conducting the transponder audit. “We’re trying to minimize the people who don’t belong inside the gates.”

  In Coto, Fred Lisanti, a retired law-enforcement officer, is taking charge of the transponder verification process and new gate-security system. The community spends $1.7 million a year on security.”

The article fails to  make any mention that the accident rate within Coto has doubled every year since the current board fired the CHP,  that the crime rate is higher than any neighboring community, and that the CZ Board of Directors goes to a great extent to let residents know the CZ is NOT responsible for security, even though it is spending $1.7 million in security and that recently, it fired the largest security company in the world, and replaced it with the smallest one in the region!.    No wonder according to the Wall Street Journal, printed media is in a tailspin!  And in a Common Interest Development Blog, Jon Garfunkel writes on May 7, 2005 at 1:07 PM - "But he believes the reason why newspapers are losing circulation is that too many traditional journalists are willing to quote politicians and business executives even if they're blatantly lying - merely for the sake of perceived objectivity."

The CanyonLife article also fails to mention that the current board has gone through half-a-dozen transponder programs to only abort them once questions start to come in.  In the last transponder management attempt, a litany of problems has been reported, that raised questions about the viability of the new security company, and the decision to fire the previous one. 

To be fair, the Coto transponder problem started with the vendor over-promising and under-delivering, and made worse by Keystone and Securitas administration.  There are even suggestions of data bases being corrupted by service providers, on purpose, as detailed by the previous Security Director in a State of Coto de Caza Security White Paper.  Coincidentally, soon after the Security Director published that security white paper, critical of the current Board of Directors and Keystone, he was fired, and replaced by a Gate Access Director (not a security director).

John Zarian, former board president, active participant in the governance committee and active promoter of the Coto de Caza for City hood movement, in a Coto Discussion Forum conversation, blamed previous administrations for failure to develop institutional memory.   Just one more instance of deflecting the issue, since the current board has failed to respond to any of the questions raised in the State of Coto de Caza Security White Paper.  Further, every time we have asked Keystone employees or the board to provide us with details of  the “new and improved transponder program”, their reaction was very much like the Haitian Government and simply postponed its implementation.  That is, our questions have gone un-answered.  So, what are the results of the new and improved program?

Transponder Debacle as Covered by Coto Residents

The following letter was sent to Bob Varo and Keystone employee on Wed, 9 Nov 2005 17:16:12 EST, and a copy sent to the Coto Discussion Forum, and a follow up letter sent Thu, 10 Nov 2005 18:52:12 EST

I just received a recorded telephone call from 514-958-0000, informing me that my transponders had not been verified and were going to be turned off. The transponders in both of my cars were manually inspected at the Sports Park over a month ago. I called Keystone Pacific and spoke to Rebecca who informed me that she knew nothing about these phone calls being made. Has anyone else received this nuisance phone call, and is this a hint that the transponder verification program has some problems? I was told by Keystone Pacific to call the Sports Park office at 949-858-1510, but all I get is a recorded message informing me that no one is available to answer the phone.

Hells Bells! I just got another phone call from the same 514-958-0000, telling me again that my transponders have not been verified! Does anybody know what is going on with this program? Is everybody that has had their transponder verified going to have to be re-verified?

I just called the transponder telephone number at the Sports Park, 949-858-1510, to inquire about the twp telephone calls that I received yesterday informing me that my two transponders have not been verified yet. I had left two messages on the machine there yesterday requesting a return telephone call about my transponders, but alas as of 3:20 PM today, I had received no return call.

     So I called the office again and surprisingly enough, a nice lady answered the phone. When I asked about my transponders not being verified, she informed me that my paperwork was still in the "PENDING" file. Well now lets see, I had my cars verified over one month ago and the paperwork has yet to be cleared? I asked the lady who answered the telephone if there was a problem inputting paperwork and she replied: "WE ARE SHORT-HANDED!"

      So Mr. Varo, who is minding the store? The residents of Coto de Caza who did what was required of them to implement the new transponder program are getting annoying telephone calls about not doing what they have already done, and it turns out that it is the security company that is responsible for implementing the program that has not done what it is supposed to have done because they are short handed. Perhaps their bid for services was too low to meet the needs of this community, but I know that this could not be because the BOD certainly did due diligence reviewing all the security company's cost proposals who bid for the Coto de Caza security contract, right?

      So, why not hire another consultant to insure the program will be implemented properly? That only takes more money from our budget, which could have been used to bring the CHP back into Coto and make our streets a little more safe to drive on.

     I am curious, who on the BOD or who at Keystone Pacific was responsible to oversee this transponder issue? Why did a red flag not go up earlier if paperwork input is over one month behind? Is this program going to happen on the time schedule as promised?

These letters simply triggered a chain reaction with similar complaints, including the following:

Posted:  Wed, 9 Nov 2005 17:40:43 EST

I received the same message.  Both our transponders were verified last month.  I left a message on the transponder project phone answering machine requesting that someone please call back about this.  My suggestion at this point would be to attend the Board meeting tomorrow night to ask what is going on. 

Posted Wed, 9 Nov 2005 17:29:32 –0800

 I got the phone call on both private and business lines. When we took 5 (count them) cars past the sports park to be verified, it took 5 (count them) fully filled out verifications each one not being able to be found by the people running the verification stand.  SO, I went to the sports park and had them pull all the paper work to ensure that all our transponders were verified.  They were. BUT we still got the recorded  messages today.  

I thing that the inmates are running the asylum.....

Posted Wed, 9 Nov 2005 16:42:27 -0800 (PST)

If the only problem with this new transponder program is a couple of false positives by having the consultants call to make sure everything is fine, we would consider the program a success.

The problem is that this decision and the process used also may not pass the business judgment rule.  We all know that previous data collections system used by Keystone  and Securitas was flawed.  Did the new consultant just figured this out? 

Not only that, but there are still a number of unanswered questions with the various databases and who is controlling what, when.  Is the data consistent and coherent?  What about privacy issues?

Our point is that in order to understand the real transponder issues, and whether they are taken care of, one must look under the hood, as Ross Perot might say.

Posted Thu, 10 Nov 2005 09:23:23 –0800

CZ Board Members and CJ Klug, it is time to take action concerning the transponder re-install.  Those charged with getting the job done have dropped some ball that is causing these calls to Members who already have gone through the process.  It appears all is not well in CotoLand.  Please, let’s not add this one to the fiasco list, which are already a few pages long for this CZ Board.  Hands off do not work.  At the end of the day, the buck always stops with the CZ Board.  Trust, but always verify to quote my dearly departed friend, Ronald Reagan.   And, my Italian grandfather, who was in the grocery business for years, always told me as a child that it was ok to hire people; but the owner always had to watch the register.  Translation in English: CZ Board Members, you are the owner’s current representatives for better or worse.  You better look under the hood and fix this, or face the criticism of failure once again.   

Posted :  Thu, 10 Nov 2005 09:14:15 -0000

I had the same experience. I have received two brash  messages saying that my transponder would be turned off because it had not been verified. I just got the second message tonight. I spent an hour and a half at the Youth Park on a Saturday morning, to have it verified. A tall slender young man with black hair dressed in a green polo shirt and Khaki pants waited on me. He got into the front seat of my car to look at the transponder behind my rear view mirror. He pulled the transponder open to record the number. I saw him write the number down on my yellow form and then he took my completed yellow form and placed it in a box on the table. Where were the papers filed?? This is disgusting! Deja Vu of the Merit debacle. The phone calls are menacing and nasty! How dare they threaten to turn them off and deny access to our homes, when we have complied with this stupidity!.

Posted Thu, 10 Nov 2005 11:38:33 -0800 (PST)

Hello All!

I just phoned the number for Transponders.  Firstly, I cannot believe there is a special phone number for the Transponder Project.  Secondly, no one answered the phone.  I called today at 11:15am.  I left a message for them to check and amend their records, relative to mine having been verified.  Will see what happens.

Posted Thu, 10 Nov 2005 16:20:11 –0800 

Hello All:  The logistics involved in the transponder re-installation is significant.  Even though we had a well thought out plan and CZ Board Member oversight, Merit screwed it up the first time and paid the price.  The CZ Board I served on fired Merit for their screw up among many others.  After all of the quick fixes that followed and failed, if this process which must be costing a significant amount of money in extra hours for Universal and outside Consultants is messed up again, who is going to pay the price this time? 

And, who on the current CZ Board owns this process?  Who is minding the store?  Given the efficiency of our interaction related to transponder verification, I really had high hopes that the system would be fixed once and for all.  It is becoming clear, however, that there was no strategic plan in place to get this job done right.  But then why would anyone be surprised?  The current CZ Board does not understand the concept of strategic planning as evidenced by the lack of direction on so many issues that have resulted in fiasco after fiasco.  I really hope not; but it is looking like the transponder reinstallation may be just one more fiasco to add to the list

Posted Friday, November 10, 2005 7:36 AM

Synopsis of events:

I visited the Sports Park a couple of week ago with our last car.  Was told by consultant that I need to bring the rest of the cars.  I question the need, since I have already brought in all my cars.  Goes back to the office and re-appears ten minutes later saying everything is fine.

11/09/05, I get a voice mail threatening to de-activate my transponders if I do not take my cars for verification.

11/09/05, I visit the Sports Park and speak to the consultant – he says everything is fine,  the problem is record keeping used by previous transponder programs.

11/10/05 I get a live call at around 11:00 am saying that I should forget about the call I got yesterday

If the only problem with this new transponder program is a couple of false positives by having the consultants call to make sure everything is fine, we would consider the program a success.

The problem is that this decision and the process used also may not pass the business judgment rule.  We all know that previous data collections system used by Keystone  and Securitas was flawed.  Did the new consultant just figured this out?

Not only that, but there are still a number of unanswered questions with the various databases and who is controlling what, when.  Is the data consistent and coherent?  What about privacy issues?

Our point is that in order to understand the real transponder issues, one must look under the hood, as Ross Perot might say.

Posted Friday, November 11, 2005 7:36 AM

Jerry,

Who is looking into the “paperwork” delay issues?  Who is responsible for programming resident’s phone numbers into an automated system so that more bothersome calls can be received?  And why isn’t this person taking some kind of initiative in finding out an actual status?  Who does that person report to? 

Ultimately, the chain of command puts the ball in the hands of the Board.  So What Are You Gentlemen Going To Do About It?  Will we as residents ever get a clear report and understanding about all of this? Or will this entire mess be glossed over in a Bob Varo feel good open letter?   And exactly what is the situation with the Sheriff and police patrols.  Bob Varo had floated the idea of a sub-station within Coto some time ago.  Thankfully, that balloon sunk.  But tax increases?  Another trial balloon Bob?  Will you ever come clean and tell us what you are doing?  Or are we going to have to wait for some pearl of wisdom to come from that dome of yours on a decision that has already been made?  BOD, Don’t keep the people in the dark and standup and take responsibility!  Own these issues and show some spine in dealing with the problems by being forthright. 

MICRO-MANAGING OF CZ BY THE CA LEGISLATURE - BOARD OF DEFLECTORS CotoBuzz has long criticized the current CZ Board for lack of fiscal accountability, transparency and simply wasting CotoBuzz has long criticized the current CZ Board for lack of fiscal accountability, transparency and simply wasting association’s money.  A clear example is the board’s continuously attempting to redefine the term “community”, in order to subsidize groups and activities not directly connected to dues-paying association shareholders.  In the article The Identity Crisis of Community Associations: In Search of the Appropriate Analogy  The American Bar Association  defines the term "community association" as used generically to refer to the owners association responsible for administration of any type of common interest community, whether it is known as a condominium association, a property owners association, a homeowners association, or any other name.  This does not mean the CZ Master Association funding other groups or associations, such as the Estates, the Villages, CotoCan or CotoVoice as is the case with the current  CZ board.  Further, the article after briefly discussing the nature of community associations, it presents thirteen illustrative issues which every community association faces that are representative of the correct use of the term, as compared to how it is currently being applied by the CZ board.

Take for instance, the funding of CotoVoice.  Intended to deliver timely, relevant association news, instead, it is full of real estate advertisements and recycled old news.  Shortly after CotoBuzz complained to the Board of Directors of their failure to communicate timely and promptly with Coto de Caza residents, the Board instituted yet one more money-waster, the Monthly CZ President’s Letter:

In the November issue of the monthly CZ Association President’s Letter, the General Manager, instead of focusing on providing timely, relevant information, such as meaningful statistics that show whether service providers such as Keystone, are or are not providing cost effective services to the association.  For example, periodic updates on crime and accident rates within Coto.  Instead  the General Manager improperly uses the letter to pontificate, legislate and make political points.  He  belittles legislation we supported, then blames the legislature for attempting to micro-manage Common Interest Developments (such as the CZ Association),  due to  “..poor practices of a few associations, but more often it is from negative sensationalism by the media or a few disgruntled residents”.  

Hypocritical at best, when our own attempts at cleaning up the  current corrupt CZ electoral system in a much more cost-effective manner by eliminating cumulative voting and double dipping (having board of directors play lamb and wolf by  holding on to delegate seats, while serving on the board) was not even given proper consideration by either Keystone employees, nor the  Board of Directors.  See below for Email from Mr. Mezger below, exemplifying  short sighted thinking used by power hungry directors who prefer the status quo at the risk of being micro-managed by the legislature in the future:

The reason for my email to you is to, once again, set the record straight on a couple of points regarding the recent elec tions

1.    Cumulative voting was used in the recent election, just as it has been used in all recent elections . . . including the one that elected Joe M. to the Board.  Cumulative voting is an option that the Delegates may invoke, and they do it every year. Fallacious reasoning!

2.    Cumulative voting has its positives and negatives.  I will tell you that once in 2002 (when Joe M. was on the Board) and again in 2003 (when I was on the Board) an amendment to the CC&R’s was proposed to the Delegates to eliminate cumulative voting, but it did not pass either time.  After two failed attempts to pass the amendment it did not seem to warrant another try.  The Delegates had spoken. Fallacious reasoning - the same delegates who sit as directors!

3.    With regard to Delegates, there were certain districts that had no Delegates, even after candidates were solicited.  In my case, rather than have my district not represented by anyone and not casting any vote whatsoever, I volunteered and was elected by my district as its Delegate.  I would have preferred that someone else be our Delegate, but I was the only one who volunteered.  Besides voting for Board members, the district Delegate has other responsibilities (such as coordinating landscape priorities with the landscape committee and voting on CC&R amendments).  The people of my district elected me to represent them  . . . it’s just that simple.  There is nothing remotely illegal about that and it has been CZ’s voting practice for many years . . . including the years Joe M. was elected to the Board. Fallacious reasoning!

Joe Aquirre said he was the Delegate for his district and yet he chose not to vote at all as a “protest.”  How irresponsible is that?  If he was your Delegate wouldn’t you be upset that he did not cast a single vote, thereby not representing your district at all? Stupid reasoning at its best!

It should be noted that at best, the general manager’s  practice of using such forum is at best unethical.  If not illegal, it will soon be, as new legislation that we also support, should soon be signed into law.  The CID Accountability Revolution has turned the tide, and BOD as well as service providers will be held accountable for their actions/inactions, whether they like  it or not!

CZ BREACH OF FIDUCIARY DUTY - Then there is the issue of breach of fiduciary duty by discriminating against independent minded shareholders/district delegates, with or without board approval.  In this new age of increased corporate accountability the old defense of  “I was just following orders”, do not hold any water for any service provider who violate corporate law, statues, or association CC&Rs, even with tacit board approval. 

By law Coto residents have a basic right to free speech, the right to be informed and to participate in the operation of the association and the right to enter into dialogue with the association board of directors with regard to any problem perceived in the development.   However,  a CotoBuzz reader writes:   “I was threatened to have contact cut off if I posted any more correspondence from Metzger on your website.  What a bunch of nasty old men!”.  

Although this same board member comes across as arrogant, demanding, and elitist, his reasoning skills are highly questionable  (does not think that readers of this journal have the intelligence  to know that a draft satire that we floated titled:  CanyonLife: Traffic Accident Rate Within Coto Blamed on Katrina  is not  spoof as he calls it, but rather a fabrication, even though the satire is based entirely on direct citations as previously published by the weekly journal).    To a Cotobuzz reader, Mr. Mezger writes “……I will remind you that as a CZ Master Board member I am a volunteer . . . maybe you would like to volunteer to help get things done to your expectations…”.  What he does not say is that even if you volunteer, as long as you do not share the board’s views, it is highly probable you will not be accepted into any committee.  With the implicit or explicit support of the board, Keystone employees have systematically denied me and other Coto residents these legal rights.  I have volunteered for various committees, but received no response.  I have requested information from CJ Klug, Jaime Rose, Toni Mora, Tracey Williams, and Pam Cain.  Their individual as well as their collective response has either not been there or has been un-responsive.  I have asked Carey Tariff to take disciplinary action against clearly incompetent employees, and I have not received a response.  I have submitted changes to CC&Rs and have received no response.

Mr. Mezger has demanded, without any basis,  that we do not publish his previous letters where.  We can now show not only a  clear pattern of discrimination and attempts to impinge on Coto residents free speech rights

But also an attempt to control the content and who uses the Coto Discussion Forum, and also how we spend our time.

3Q2005 COTO ACCIDENT RATE UPDATE

See below for the latest CHP report on accidents within Coto de Caza, through 10/31/05.  By now, not too many people would argue that the number of accidents within Coto is doubling every year.  Even John Zarian, former board president and ardent supporter of the current board has acknowledged that  “in hindsight” the decision to fire the CHP was a mistake.  But the facts are that the decision was simply boneheaded and does not meet the best judgment rule!

A Cotobuzz Reader asks:  "Do you have any information as to why it is taking the Association so long to take care of policing the speeders? And why does each person with a transponder need to be verified....is it because of the change over of security or a foul up on the part of the association/security issuing transponders"?  Our Response:

We have written a lot on the board’s decision surrounding pro-active traffic enforcement, including continued discussions with CHP management.  We believe such decision does not mass the business judgment rule.

For some unknown reason, the board decided to fire the CHP, and since then, the accident rate  has been doubling each year. 

In trying to justify what we think was a flawed decision, a board member used Keystone’s documentation.  The same service provider that using association funds, paid an over invoice to the former security company for $168,000.  See email posted to this forum for details

CotoBuzz@yahoogroups.com

From: "wjmezger" <wjmezger@cox.net 

Date: Thu, 11 Nov 2004 20:03:41 -0800

Subject: RE: [COTO] One More Accident

Jan,

Keystone has given me all the reports in their possession.  If there are reports prior to 2002, no one has been able to provide them to me.  I am willing to consider all facts and to accept any conclusions supported by the facts.  I'm sure you understand that I just can't respond to beliefs or recollections or impressions

Jerry Mezger

It is common knowledge that accident data kept within Coto was not only under-reported, but best business practices was a foreign concept – refer to The State of Security White Paper written by former Security Director (www.cotobuzz.com) . Now, that is not the bad part.  For anyone concerned about security, it should be clear that the official government entity chartered with accident data collection and reporting is the CHP.  CHP management volunteered to provide training sessions and tried unsuccessfully to meet with the board, to  take care of any performance issues.

In our discussion with the CHP, they have noted that several “accidents” within Coto, are not really accidents, since taking action would make them preventable.

In the November issue of the CZ President's Letter, , Bob Varo, CZ president BOD  describes how his  mind is bogged down by a bureaucracy (that he would love to be a part of if only he was given a chance), in trying to define a pro-active traffic enforcement- wrongly believing that such action is necessary and sufficient.  We can certainly understand when the CZ BOD’s president says that it is mind boggling to deal with City Hall.  It is more so when one deals with a BOD who wants to turn Coto into that same bureaucracy.

However, besides the fact that we are confident we can prove that the decision to fire  the CHP does not pass the Business Judgment Rule, simply bringing in the Sheriff is NOT pro-active traffic control.   As we have written so many times, we subscribe to CHP Captain Elzig’s pro-active traffic control formula:

Effective pro-active traffic controls must include:

1.  Awareness campaign – In the past, Lt Deck and Captain Elzig have communicated with the CZ board and volunteered to launch such campaign.  She has even volunteered to attend CZ Master Board meeting and discuss the issue with residents!

2.  Visibility – simply having a CHP or Sheriff’s patrol car around the most dangerous roads minimizes speeding – even if the vehicles are un-manned - most accidents occur in three roads within Coto – hence these are not “accidents”.

3.  Community patrol – as shareholders we have the duty to enforce the corporation’s rules.  Neighborhood watches need to be coordinated with the other security initiatives. 

4.                  Issuing citations – A strong deterrent – All violators should then be held accountable for their actions.  This does not mean that only certain violators are cited.  If socially challenged Country Club and Concert patrons, and others, do not have the self-control to hold their liquor or any other drugs,  cannot or will not obey traffic laws, AND they are targeted, they should then be held accountable, just like and speeder or gate runner: 

5.                  Monitoring – by monitoring relevant statistics (as compared to the useless data collected by Securitas), and communicating with the Neighborhood watch, the community is best able to determine what adjustments are necessary.

So the issue is not whether to bring in the Sheriff or the CHP.  The issue is to have an effective  pro-active traffic control plan, which we have been requesting from this board for over two years.

The fact that the board is having predictable problems in bringing in the Sheriff, is not an excuse for not implementing the other components of the plan, ANY plan.

We urge the board and legal counsel to take immediate action, articulating and implementing an effective pro-active traffic control plan.  Otherwise, an objective person will immediately see individual and collective negligence written all over any future accidents within Coto.

With regards to the transponder verification program, we also see a lot of problems, mostly associated with proper data collection, reporting and resident privacy issues.  Every time we questioned the board about theses issues, the “program” was delayed, and in fact, we have never received a response.

According to a recently released report by Federal Safety Regulators, about 1,000 people die each month in speed-related vehicle crashes.  Speed was a factor in about 36% of all fatal crashes examined by the National Highway Traffic Safety Administration.

“Speeding is one of the most prevalent factors contributing to traffic crashes”, the report said.  Source:  The Wall Street Journal (2005)

According to Lyle, however, speeding within Coto can be blamed on  Coto Soccer Moms!

On a related item, what about liability for security, considering that the CZ Master association is spending $1.7 million on security?

If you know of anyone who has been involved in a traffic accident within Coto de Caza, send email to cotobuzz@yahoo.com 

So, who can one trust?  The board of directors who claim to be actively working on pro-active traffic enforcement?  The figures and proposals directly from the CHP?  CotoBuzz?  What is certain is that in this case, the board has refused to accept that the buck stops with them!

CZ BREACH OF BEST BUSINESS JUDGMENT AND JUDICIAL DEFERENCE

The CZ Association has a fiduciary duty towards its members. This means that it must act in the best interests of all its members and the Association.  Most courts will look kindly to most board decisions, regardless of how bone-headed they may be.  What they will not put up with however, is when the decision AND the process used to make such decisions are also flawed.

The decisions it makes must meet the tests of either the "business judgment rule" or the "judicial deference rule". The business judgment rule is that the Board of Directors must perform its duties in good faith, in a manner that it believes to be in the best interests of the Association, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances [Corporation's Code §7231(a)]. The judicial deference rule comes from the case of Lamden v. La Jolla Shores Clubdominium Homeowners Association (1999) 21 Cal.4th 249, which states that the courts will defer to a board's decision when a board, on reasonable investigation, in good faith, and regard to the best interests of the Association and its members, exercises discretion within the scope of its authority in making maintenance and repair decisions.

Rules enforcement must be uniform and fair.

What this means to Associations and their managers is that instead of "second guessing" board decisions, courts will apply this rule of "judicial deference" to evaluate board decisions regarding the maintenance and management of the common areas. So long as a board can show that it:

        1) conducted a reasonable investigation;
        2) acted in good faith and in regard for the best interests of the community association and its members; and
        3) exercised discretion within the scope of its authority under relevant statutes, covenants and restrictions, the decision should be upheld.

Keystone has collaborated with the board in support of a number of decisions that on closer inspection, may not pass the Business Judgment Rule – see below for a  brief summary of certain CZ BOD decisions we believe are flawed - these include potential conflict of interest:

Decision and Process used are flawed:

1.         Firing of the CHP, without credible facts and refusing to meet with management, the domain experts.

2.         Firing of Security Director, Replaced by Gate Access Control Director- basically relegating security to the back burner.

3.         Using association funds to hire a General Manager reporting to Keystone

4.         Handling of Oakview/Oakknoll  gates

5.         Firing of Maxicom Consultants

6.         Censorship – unprecedented use of legal counsel funds to silence critics and use of threatening letters to stifle free speech.

7.         Funding of CotoVoice – not bid funding, no value add.

8.         Re-definition of the term Community beyond what is intended in CID context

9.         Firing of Securitas

10.    Multiple Transponder Programs, without any real plan that we have been able to see.

11.    Los Verdes decision withhold maintenance service for over two years – then taking  some 20 or so labor hours to clean up.

12.    Hiring of UPS

13.    Saturday Walk rule Changes – discriminatory practices

14.    Election Reform Proposals – not even considered, where other trivial matters were funded

15.      Lyle’s Appointment – when everyone know Lyle had been appointed, the GM was sending invitations to “volunteers” and stating that an appointment had not been made.

A REQUEST TO THE CZ BOARD AND LEGAL COUNSEL FOR CORRECTIVE ACTION

Hi Buzz,

Recently I was in the transponder office.  Curtis an employee degraded a female ( I have her name) in front of several Coto residents, including my husband.  The female employee asked him some questions and he huffed and puffed about having to assist her, he treated the residents like second class citizens, and he kept telling everyone who walked in to shut the door in a very disrespectful manner.  I was in shock. 

The most shocking thing though was after the female employee, who was pregnant, by the way, walked out he made a defamatory comment about her.  He said " she's got nothing in her head", "boy is she stupid". 

I stood up and said "that is unacceptable behavior" and "I take offense to that".  Curtis ignored me and everyone in the room was quiet. 

When Curtis came out to my car to install my new transponder I asked Curtis his name and he said Pete Johnson.  I told him that I would make a complaint about him and he said "so what".

I complained to Kevin Edmonds 6 times and received one response saying he would investigate and get back to me.

He also told me there was no Mr. Johnson and that I must mean Curtis.  Curtis had falsified his name.  Mr Edmonds still has not gotten back to me.

Today my husband and I both received a message on our cell phones asking us to come in to the sports park to have our transponders checked or they would be shut off.

We had just done that one month before.

We were informed, over the phone, that after I made a complaint to Mr. Edmonds, someone had mysteriously emptied our file at the sportspark.  We would have to start all over as if we were just moving into Coto. 

I went down there and saw that Curtis is still working there.  I was shocked again.   Also I saw the same female employee.  She told me that she had heard about the complaint that I made and told me that Curtis denied it.  I told her what he had said and she said she had asked to be moved a couple of weeks ago and that she could not work with Curtis anymore.  

She also told me she lost the baby. 

I told her she may want to  seek legal advice and sue her employer for harassment. 

But it only gets better.  Today I also found that Curtis has had at least 50 complaints about his behavior from Coto residents and employees.  Again I was in disbelief.  Also evidently the owner of Universal, Coto's security company  is a Coto resident.  Isn't that a conflict of interest?

I asked one of the employees why they think Curtis is not getting fired.  The reply was that the owner "didn't want to pay unemployment to a fired employee".

I am sending a complaint not only to the attorney general about this, but also to the Orange County Register and I am seeking legal advice on whether I have been violated.  I am also notifying the police. 

My husband and I are really frightened by this Curtis.  He might meet criteria for an antisocial personality disorder (sociopathic behavior), which means he is capable of criminal behavior and he works for our security company. 

I also have alerted my neighbors to be on the watch out for any foul play with our property.  I think everyone in Coto needs to be aware that we have an unethical situation with our security company being owned by a Coto resident who may also have unethical behaviors i.e. not firing someone who clearly violated not only an employee, but residents, without any consequences.

Should I be scared?  Has anyone ever been harmed in Coto for speaking up and complaining?  

Please print this.  Marla Stone

 REQUEST TO CZ BOARD TO STOP DISCRIMINATORY PRACTICES AND OTHER BREACHES

As you know, by, law Coto residents have a basic right to free speech, the right to be informed and to participate in the operation of the association and the right to enter into dialogue with the association board of directors with regard to any problem perceived in the development.

With the implicit or explicit support of the board, Keystone employees have systematically denied me and other Coto residents these legal rights.  I have volunteered for various committees, but received no response.  I have requested information from CJ Klug, Jaime Rose, Toni Mora, Tracey Williams, and Pam Cain.  Their individual as well as their collective response has either not been there or has been un-responsive.  I have asked Carey Tariff to take disciplinary action against clearly incompetent employees, and I have not received a response.  I have submitted changes to CC&Rs and have received no response.

The ultimate irony is that the board, using my own money, has tried to deny my free speech rights, but at the same time allows a CJ. Klug, with my own money, to speak against legislation that not only I campaigned for, but has been approved by the state legislature and the governor! (reference the November 2005 President’s Letter) – This practice of using this forum for political purposes are a clear mis-use of funds and may be illegal.  In the same forum, CK is also legislating by making additional restrictions to the types of questions he will answer:  “specific, factual timely questions” – Literal translation from probability theory?  He will not answer any questions!

I hereby request that you compel Keystone employees to:

1.      Do what they are hired to do, and that is, the duty of equal treatment of all home owners, or at least all home owners in the same or similar circumstances. Corporate Law 124-5 (1986), Higley v. Kidder, Peabody & Co., 920 P.2d 884 (Colo. App. 1996)

2.      Abstain from lecturing, pontificating or otherwise using association money to make political points.

3.      Comely Keystone employees to respond to all my previously submitted questions

4.      Abstain from intimidating residents with threats of using them as examples.

Should I not have a positive response by November 4, 2005, it must be concluded that the board continue to breach its duty by fully support Keystone’s discriminatory practices.  It will also constitute Failure to Act, among other breaches.  J. L. Aguirre

LETTER TO CZ LEGAL COUNSEL AND CZ BOARD TO CEASE INFRINGING IN FREE SPEECH RIGHTS

October 30,  2005

Dear Mr. Harkins:

The members of Coto De Caza Concerned Citizens request that you cease and desist from sending unprecedented, threatening letters to CZ Members in an attempt to stifle free speech and criticism of the current CZ Board.   By law, all Americans even those who live in Coto and CID owners have a basic protected right to free speech, the right to be informed and to participate in the operation of the Association and the right to enter into dialogue with the CZ Board of Directors with regard to the workings of the Association .  The law does not make these rights contingent upon Members not writing to the Coto Discussion Forum, CotoBuzz, Canyon Life, the Register or any other media, as set forth in The Basic Principles of Fiduciary Duty in the California Corporations Code.  Corp.  7231(a), Corporate Law 124-5 (1986), and Higley v. Kidder, Peabody & Co., 920 P.2d 884 (Colo. App. 1996).  Further, former CZ Boards and specific Board Members have always faced severe criticism from individuals and or various interest groups, yet none has ever sent out threatening letters of this nature because all understood that serving in a public capacity will always bring criticism.

While the current CZ Board has breached its' fiduciary responsibility concerning many issues of record, Mr. Jerry Mezger a current CZ Board Member has confirmed in writing that he is in breach of such duty.   Further, with your help, the current CZ Board like no other before them is actively trying to silence residents who are not in agreement with the current Board's actions and positions.   Such action on their part and your part is an improper use of CZ funds and a direct violation of the spirit and the law of SLAPP legislation.   And, it is just this kind of abhorrent action that is causing the California legislature to pass more laws "micromanaging"   HOA's.   These laws are being passed not because of a few disgruntled homeowners as alleged by Mr. Varo in a recent newsletter; but rather because of consistent violations of the law and abuses including those currently in practice in CZ.

Therefore, we request at your earliest convenience that you advise the current CZ Board to conform to CID statutes and CZ Master CC & R's.  Further, we request that you advise the CZ Board to inform residents that they will no longer be required to be silent in exchange for receiving needed association services and information in accordance with the laws governing HOA's.  

In addition, we believe that various CZ Board decisions to fire the CHP with no viable replacement and  Securitas without a comprehensive bidder selection process, subsidizing outside groups with Association monies and the ignoring of valid legal agreements do not pass the Business Judgment Rule.  

If you do not take action on these issues as CZ's attorney and if another threatening letter is sent to a CZ Member designed to stifle free speech,  we will file a complaint with the California Bar and State Attorney General for among other things your Failure to Act.   I sincerely hope that this will not be necessary; but we are not going to stand by and have our rights trampled by the most incompetent CZ Board in the history of Coto.  Be assured, we have both the resources and the will to follow through with state authorities if need be.   As you know, your colleagues at Harle/Kannen walked away from CZ's business rather than work with the current CZ Board.   If things don't improve, you should consider the same course of action.   Regards, Joe Morabito

P.S.  Any attempt to stall implementation of direct Board elections in Coto in any way will result in formal complaints to state authorities.   We may have to endure one more corrupt election; but as of July, 2006, the new laws must be applied. 

KEYSTONE HANDLING OF NORTH GATE CLOSURE

The following deals with the Keystone handling of the recent North Gate Closure as recorded in the Coto Discussion Forum:

Posted: Friday, November 04, 2005 3:34 PM

Greetings:

If you have not noticed, the  North Gate is Closed For Repairs

So how are Coto residents informed?  They are not!

Who is responsible?  Keystone’s GM

So what happened?  The GM writes the rules of engagement and only responds to questions that are Specific AND  Factual AND Timely , AND not editorials.

One more instance of the tail wagging the dog!

Posted : Monday, November 07, 2005 8:47 AM

Why is the North Gate closed?  Their system of retracting spikes only after the green light and arm have gone up, is to say the least, a malfunctioning farce!  Taking a body away from the north gate to save some money in lieu of a system, whose obvious intent was to be self-managing, has become ludicrous.  What exactly is going on with this problem?  How long is the gate going to be closed?  People’s tires are getting spiked all the time because the system doesn’t work.  I know of people whose transponder made the arm go up but the green light never came on and the spikes never retracted. What are people supposed to do when traffic is piling up behind them and they are stuck in a no-win situation?

Why not keep things simple?  Keep the arm where it is, get rid of the spikes and synchronize the gate with the arm.  If a second car attempts to run either the arm or the gate, they are caught on camera (much like the toll roads) and sent a citation and fine.  Using spikes to keep people out of Coto that do not have a right to enter without proper authorization is like putting screen doors on a submarine.  Are the inmates running the asylum?

Posted   Monday, November 07, 2005 10:33 AM

CZ can theoretically fine a CZ Member; but we have no authority over a non-member so the issuing a fine may not solve the problem since so many of the drivers in Coto are not CZ Members including the free loaders who live in the Estates and the Villages.  They are what they are.  

Posted : Monday, November 07, 2005 11:02 AM

Your comment is correct, and that is why using spikes isn’t really that effective either.  Hence my comment about screen doors.  If you want to make the system work then have the gate manned and operating the same way as Antonio.  There really isn’t a good answer or solution to the north gate problem other than to make it a one-way exit only.  Then no bodies need to be at the gate at all.  A lot of people won’t like that idea but that’s exactly what we have right now so what’s the difference?  We would save resources and money on fixing a system that obviously doesn’t work very well in the first place.

Posted : Monday, November 07, 2005 11:12 AM

Then keep it simple and make it an exit only gate.  Keep in mind, that gate is primarily used by the Estates and Village people who pay no dues to CZ.  If they are slightly inconvenienced by having to come back through one of the manned main gates when they exit there, then so be it.  I feel absolutely no obligation to accommodate them in any particular way since they pay nothing at all to support CZ’s expenses.  They are freeloaders.  And, remember, these are the same people who want to gate their neighborhood to keep Coto residents out.  Joe Morabito

Posted  Monday, November 07, 2005 11:29 AM

So how about it Jerry Mezger and the BOD?  What would it take to make this an action and discussion item at the next board meeting?  How much in maintenance costs per month or per year is this north gate costing the association?  If the Estates and Village residents (stopped my self from say Village People) want to pay a subsidy to help with maintenance, then maybe there is merit in keeping the gate entry operational.  Setup a town hall meeting on this subject if necessary but solve the problem.  It’s a real pain to all that want to use the gate for entry only to find it non-operational.  What are you going to do and when are you going to do it?

REQUESTING KEYSTONE TO CEASE AND DESIST FROM UNETHICAL PRACTICES

Hi Carey:

For future issues of the monthly CZ Association GM letter, we are more interested in meaningful statistics that show whether service providers are or are not providing a cost effective service, including Keystone. – for example, periodic updates on crime and accident rates within Coto - Rather than the improper use of the letter to make political points, and belittle legislation we supported, then blaming the attempt of the legislature to micro-manage CID due to  “..poor practices of a few associations, but more often it is from negative sensationalism by the media or a few disgruntled residents”.   Hypocritical at best, when our own attempts at cleaning up the CZ corrupt electoral system in a much more cost-effective manner was not even given proper consideration.  If this practice of using such forum is not illegal, it will soon be, as new legislation that we also support, should soon be signed into law.  The CID Accountability Revolution has turned the tide, and BOD as well as service providers will be held accountable for their actions/inactions.

Then there is the issue of breach of fiduciary duty by discriminating against independent minded shareholders/district delegates, with or without board approval.  In this new age of increased corporate accountability the old defense of  “I was just following orders”, do not hold any water.  As a CotoBuzz reader writes:   “I was threatened to have contact cut off if I posted any more correspondence from Metzger on your website.  What a bunch of nasty old men!”. Although this same board member comes across as arrogant, demanding, and elitist, his reasoning skills are questionable  (does not think that readers of this journal have the intelligence  to know that a draft satire that we floated titled:  CanyonLife: Traffic Accident Rate Within Coto Blamed on Katrina  is not  spoof as he calls it, but rather a fabrication, even though the satire is based entirely on direct citations as previously published by the weekly journal). 

He also has demanded, without any basis,  that we do not publish his previous letters where it clearly shows his attempt to control not only the content and who uses the Coto Discussion Forum, but also how we spend our time.

Also, Keystone has collaborated with the board (action/inaction) in support of a number of decisions that on closer inspection, may not pass the Business Judgment Rule.

The most important issue however, is security.  It is appalling that given residents concern and our own effort, the GM nor the Board of Deflectors have been able to articulate in over two years a pro-active traffic enforcement.  Instead settles for working with a bureaucracy trying to bring in the Sheriff.  This action alone is not pro-active traffic enforcement.

I urge you to take immediate action, articulating and implementing an effective pro-active traffic control plan, as well as a service provider key business metrics, including Keystone, so that residents can make sure someone is minding the store.  Should the BOD be opposed to these actions, the Code of Ethical Standards should then guide your next step.  Unless of course you want to wait for additional micro-management from the State Legislature.

Understanding there are two sides to every story, should you not agree with any/and all of our assertions, we would like to know why.  From our perspective, the facts speak for themselves.

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COTOBUZZ VISION - Fighting Coto Resident Apathy One Resident At a Time!

COTOBUZZ is a change agent to transform the historically confrontational, antagonistic Coto culture by maximizing resident involvement and facilitating communication between the board, residents and service providers, and eventually develop a sense of community and civic pride while maintaining the Coto Life Style we all have come to love.

Forward this newsletter to your Coto friends and neighbors. Ask them to sign up for their own copy (free) at www.cotobuzz.com  You are receiving this newsletter because you have confirmed your subscription at www.cotobuzz.com, you are a CZ Master Association delegate, service provider or interested party.  To cancel your subscription, contact:

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Coto Discussion Forum Alive and Thriving

Currently, the forum can be accessed by the CZ Board, residents from the Estates, Villages and CZ Masters.  Subjects covered include CZ Board of Directors Performance, or lack thereof, CZensorship, PerCZeption is Knowledge, the Dead Oak Trees, Cumulative Voting, the Brewing Revolt, Security, etc.....  Get your Swiss Knife (the right tool for the right job) - join the Coto Discussion Forum   When participants violate the Cotobuzz guidelines, they will be BUZZED three times.  The third BUZZ will come along with an automatic ban from the discussion forum for a period of one month. We suggest you obtain a free email account such as Yahoo or Hotmail.  Since you can post and download pictures and files, we also recommend you have you antivirus software updated.  If you need help setting up, send us email at cotobuzz@yahoo.com  CotoBuzz is open to all Coto de Caza residents, regardless of political affiliation, personal or professional agenda. Mutual respect – we may not agree, but we recognize we all have a right to express ourselves without fear of retribution. We express ourselves without resorting to personal abuse or name-calling. Subscribe to the COTO Discussion/Chat Forum - customize how you want to receive information: Daily, Weekly, etc. District Pictures, COTOLAND Pictures, Coto Events, Coto Issues, and other goodies!

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