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ARCHIVED NEWS

March 2018 Meeting of the Cliffs Special Meeting of the Cliffs Property Owners Association

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Court Order for Tabulation of Proxies
RE: Cliffs Independent Property Owners – August 22, 2018 UPDATE

Dear Cliffs Independent Property Owner,

I apologize for sending these emails so frequently, but once again, Mike Ward (Double Diamond) has continued to send out inaccurate details regarding the upcoming September 12, 2018 (Wednesday) Cliffs Annual Meeting to be held at the Cliffs Conference Center at 6:00pmCST. And to the point that our counsel had to contact Judge Michael Moore at the Palo Pinto courthouse today to have the court intervene, which he did.

You have likely received an email today with the subject line: ‘News & Upcoming Events’ from adservice@ddresorts.com. Under the header ‘Annual POA Meeting’, it states that ‘All Proxies must be submitted to Cliffs Property Owners Association’ by 5:00pm on Monday, September 2nd, 2018. The Record Date for property ownership is September 2nd, 2018. Fill out an online proxy now. *You only need to fill out a proxy once. If you have already sent in via mail or online form you do not need to send again.’ This is an inaccurate statement in direct defiance of what the court ordered last week on Thursday, August 16, 2018 (see attached Court Order).

The Court Order granted our (plaintiffs’) motion to ensure that the tabulation of votes (proxies) are counted and handled by disinterested parties, such as the accounting firms, up until the ‘vote is called’ on September 12, 2018. All proxies and ballots must be cast at that Annual Meeting. Thereafter, the accounting firms will begin working together on September 17, 2018, and the following business days, to sort through the legitimacy and tabulation of the proxies and ballots. Following their reviews, the accounting firms will provide the court a written report with the final results of the proxies/votes by Monday, October 1st, 2018. The vote/proxy count will include both lot owners and timeshare owners.

Please also be aware that proxies last for eleven (11) months, therefore they have to be renewed each year and CAN be renewed routinely or resubmitted a multiple of times. Your proxy counts for your preference of support (the group or person) on the latest date it is submitted, which is important to understand. For example, if you gave your proxy support to Mike Ward (Double Diamond) or ‘Cliffs Property Owners Association Board of Directors’ (posing as Mike Ward) on August 10, 2018, but then give a proxy on August 12, 2018 to Dan Dipprey (Independent Property Owner, like you and I), the proxy given to Dan Dipprey on August 12, 2018 will supersede the August 10, 2018 proxy and count for Dan Dipprey.

It is not uncommon for some people to change their mind along their information journey, where they proxied their support for one person but after finding out the truth of what has been transpiring in their community for many years by this person, they decide to change their vote and cast a new proxy in support of the good hard working American folks and families, like Dan Dipprey, ahead of an Annual Meeting, such as this one in September.

Proxies can be submitted to a person representing the group you support, or a friend, and others who are planning to provide them to the accounting firm at the Annual Meeting, or you can send them straight to the accounting firm, for which ours is Timothy Devolt & Co. (fax 469.751.8502).

Bottom Line under the Court Order:
1. Proxies and ballots can be submitted up until the ‘vote is called’ on September 12, 2018.
2. Proxies do not have to be sent to the Cliffs Property Owner Association (who effectively is Mike Ward).
3. Your proxy needs to be correctly submitted to the proper group you are supporting.
4. Your proxy can be renewed and resubmitted as many times, as needed, up until the ‘vote is called’ at the September 12, 2018 Annual Meeting.

Have you stopped to consider who would have such ‘character’ that would cause for a judge’s Court Order to have to be implemented to intervene and make sure that property owners would be subjected to fair and reasonable treatment during a proxy and vote tabulation of an Annual Meeting, just like other normal HOAs around the nation?

If you received an email-proxy from EVERSIGN, that is our group. If you have not received an email proxy from us, we likely have one on file for you. But feel free to check with me if you are not sure or accidentally signed a mail-in or email-proxy for Mike Ward or Cliffs POA board (also Mike Ward). The next weeks ahead are CRITICAL for your support of us. If you are one of the few who have hesitated and held off click-signing our email-proxy support, we cannot emphasis enough the importance of overcoming Mike Ward’s 24 year reign as our self-elected (not people elected) POA president, and this is our best opportunity to do so, is to band your proxy with the other 1,100+ proxies we have on file with our accountants. Banded together, our WIN will be unstoppable against overcoming Mike Ward for the first time in Cliffs history, but we must have every proxy accounted for in our camp ASAP, including yours.

Regards,

Bryan Harveston
540 Colonial Drive
Graford, TX 76449
-homeowner for 19 years
bharveston@yahoo.com
972.333.0000

Cliffs Court Hearing Update – April 25, 2018
The court hearing yesterday lasted over two hours for which almost one hour was used primarily by Double Diamond’s and Mike Ward’s attorney in an attempt to have the entire lawsuit dismissed. At the conclusion of the attorneys’ arguments, the judge summarily rejected their request for dismissal.

Our counsel brought forth a Motion for Sanctions against Double Diamond for a number of items that include our continued request, and the courts order, for Double Diamond (Mike Ward) to produce our detailed POA accounting and backup for which they have continued not to provide after multiple requests. The judge took the Motion for Sanctions under advisement, which means he is going to consider it and make a ruling later.

The judge appears to understand our concern about Double Diamond’s and Mike Ward’s conflict-of-interest we have continued to bring to the courts attention. The judge at one point commented on arguments that ‘the POA controlled by Mike Ward and Double Diamond should actually be bringing forth our complaint against Double Diamond’ was ‘like the fox guarding the hen house”, which brought a noticeable response from the audience of property owners in attendance. Pictures of tainted water that has been recently experienced by some homeowners were also presented to the judge to demonstrate why the attorneys need documents from Double Diamond Utilities, as well.
The boat slip retribution tactics by The Cliffs Marina Inc. (Mike Ward/ Randy Gracy) were also brought to the courts attention and appropriate filings will be heard by the judge in the near future.
We are waiting on the appellate court’s ruling regarding how the timeshares proxies will be counted. Unfortunately, there is no way to know how long this will take.  Because Mike Ward is exercising a large number of timeshare proxies collectively, this will be important in determining who has won our proxy campaign and whether we are able to appoint independent property owners on the board.

In closing, the judge asked property owners to please not send him letters of concern. He has received several of these from property owners, and he commented that this is not appropriate and will not be read.
One more quick note…. I was literally just notified by two property owners that Double Diamond (Mike Ward) personnel is making phone calls to Cliffs property owners soliciting for proxies. For the most part, we have completed our proxy campaign for ‘independent property owners’ AGAINST Double Diamond (Mike Ward), so please be aware that you may receive a call from Double Diamond or their associates saying they are with Double Diamond, or they may also say they are with the Cliffs Property Owners Association. It is important that you understand that BOTH of these are currently controlled by Mike Ward, who is the very person we are opposing with our 1200+ proxies we have banded together. We are still accepting email-proxies against Mike Ward (Double Diamond) if yours is still outstanding.

We thank you all for your continued support! More updates to follow.

PLAINTIFFS’ MOTION FOR SANCTIONS FOR DISCOVERY MATTERS
The Cliffs POA Proxy Response Letter

February 13, 2018

Dear Friends and Fellow Property Owners,

Recently you likely received a letter from Mike Ward written on “The Cliffs Resort” letterhead and supposedly sent as President of the Cliffs Property Owners Association (POA).

While the letter makes statements that are untrue, it does not clarify that Mike Ward is the owner of Double Diamond, the prior developer of the Cliffs, who still owns property at the Cliffs.

Enclosed with the letter was a proxy for you to sign and return. Some people were confused about who was actually requesting their proxy and mistakenly returned their proxy to Mike Ward (Double Diamond) thinking it was requested by the POA. Effectively, they accidently gave their proxy to Double Diamond.

If you mistakenly submitted a proxy to Mike Ward (Double Diamond) after receiving this letter, and you want your proxy controlled by independent property owners who are members of the Property Owners Association and not the prior developer, please go to cliffsindependentpropertyowners.com and submit a new proxy that will supersede the proxy mistakenly provided to Double Diamond, or contact Bryan Harveston (Cliff’s homeowner) at 972.333.0000 or by email at cliffspropertyowner@gmail.com where he can send you an electronic click-sign proxy that can be click-signed through your email account.

We value your time and the opportunity to keep you informed on behalf of the Independent Property Owners.

Water rate application filed by Double Diamond Utilities with the Public Utility Commission

Dear Neighbors,

The directors you appointed to represent you on The Cliffs Utility Committee have been working diligently to fight the water rate application filed by Double Diamond Utilities with the Public Utility Commission.  This has been going on for over a year.  Last week I attended the three days of hearings in Austin where we presented our case and cross-examined the witnesses from DDU and the PUC Staff.  I think we made a good accounting for ourselves and the Administrative Law Judge was impressed with our testimony.  But the work is far from over.  There are three more phases that must be completed before the ALJ will evaluate all submittals and proceedings and we have our final hearing on March 15th.  Unfortunately, it is doubtful that the amount of money from initial donations, made over a year ago, to cover out-of-pocket expenses and the possibility of the need for legal counsel for the final phase, will be sufficient.  The stakes are high.  Not only do we need to secure a significant reduction to the requested 58 % water and sewer rate hikes being proposed by DDU, but if we don’t knock it down by at least half, DDU has the right to recover their legal costs through a ratepayer assessment which could amount to over $1000.00 for each of us.  So I am, once again, asking for contributions to the committee so we can complete our work and, hopefully, have a positive outcome.  Please donate as much as you can.  If everyone responds, $ 50 to $ 100 would probably be sufficient, but the more you can spare now the better.

Please send your checks, made out to The Cliffs Utility Committee, care of Jud Smith, 200 Oyster Bay, Graford, TX 76449.  Thank you so much for your support.

Members of The Cliffs Property Owners’ Association, Inc. (“POA”)

THE CLIFFS PROPERTY OWNERS’ ASSOCIATION, INC.
September 18, 2017

Notice of Annual Meeting-November 15, 2017 from 6:00-8:00 p.m. at the Conference Center
at The Cliffs, 155 Cliffs Drive, Graford, Texas 76449

To: Members of The Cliffs Property Owners’ Association, Inc. (“POA”)
From: Your Board of Directors

We seek your proxy in the upcoming vote for Board Members because we, like you, have a vested interest in The Cliffs’ POA.  The homeowners and lot owners must now participate in governing our community to help protect property values at The Cliffs.    For too long, Double Diamond (“DD”), the prior developer, has been in control of the Development.  DD has also sent you letters purportedly on behalf of the POA (and using POA letterhead and envelopes), but DD is not the POA.  And that proxy was not sent by the POA or the Board.

In the past, DD has been in charge of the budget for the POA.  DD has collected our dues, deposited, and kept those monies in an account solely accessible by DD.  That was done pursuant to a “Service Agreement” put into place years ago by DD when it controlled the Board.  That Service Agreement expired by its terms on December 31, 2016 (although Mike Ward has recently said that he himself extended it by signing for both the POA and DD, though the Board never approved this action).  While DD has been in control of the POA’s money, it has used that money to pay virtually all of the maintenance and water needs of its golf course and other recreational areas which it owns at The Cliffs, as well as the common areas.  Years ago, DD had also put into place an Agreement for maintenance of its golf course to be paid by POA money.  But that Agreement too has expired by its terms, on December 31, 2015.  And now, despite the termination of those two Agreements, DD continues to collect your POA dues and to keep those monies in an account in the name of the POA, but accessible only by DD.  And DD has continued to spend those monies without, what we believe, is any appropriate accounting to the Members of the POA.

To attempt to rectify this situation and to obtain an accounting of the POA monies, certain homeowners have filed a lawsuit against DD and Mike Ward seeking this accounting and making an effort to put control of the POA Board into the hands of the lot owners and homeowners who are Members of the POA rather than DD.  Similar cases have previously been filed against DD and Mike Ward in Dallas County and in Hill County with similar complaints, and with results that favor those property owners.

In the Palo Pinto County Cliffs case, the Plaintiffs (homeowners and lot owners in The Cliffs) asked the Court for a Temporary Injunction in favor of the Plaintiffs on behalf of our POA, for a Temporary Injunction to allow the Members of the POA to vote in an informed manner after receiving requests for proxies, and the opportunity to hear the issues respecting our Association.  The Court found evidence to support it and entered that Temporary Injunction. The Court ordered that the Annual Meeting, which is typically scheduled in September, be held on November 15, 2017, which allows sufficient time for the Members to receive proper notice of the meeting and to provide their proxies after being informed of the issues.  And, at the Temporary Injunction hearing, DD delivered to the Plaintiffs what DD said is the up-to-date list of property owners.  This list has been used in our giving you notice of these matters.

Among other things, the Court also ordered DD enjoined from further amending the Declarations for The Cliffs development while the case is pending.  The most recent Amended Declarations, the 14th Amended Declarations, filed by DD and related DD drafted documents govern our Development presently and are much more favorable to DD than lot owners and your POA in our opinion.

By way of example, the current governing documents allow DD to pay the scheduled annual POA dues for the first 6 lots owned, and to only pay $1.00 per lot for each lot owned over 6 lots.  Currently, DD claims it owns 600 lots, and it apparently intends to vote those 600 lots in favor of itself to seek to control the Board once again.  The Texas Property Code provides that you, the Members, can now change those documents upon a proper vote.  DD has claimed that it has the right to change the governing documents without the consent of the POA Members.  We disagree.  And we are hopeful that more appropriate and fairer Declarations and governing documents can be put into effect by the property owners upon a proper vote.

Your current Board Members are not indebted to, employed by, or beholding to DD.  This is vital for The Cliffs.  And in order to ensure a fair election, the Board has retained Timothy, Devolt & Company, P.C. to receive and certify the validity of proxies and the voting process.  If DD were to obtain control of the POA Board once again, we have concern that it will once again seek to re-implement the expired Service Agreement and the Agreement for maintenance and water for the golf course which might allow DD to continue to collect and control all of your POA money and to pay the maintenance fees on its golf course and recreational areas, and to continue with its previous course of action.

DD has talked about an “Improvement Plan” in order to fund renovations at The Cliffs.  This includes renovating its own golf course by DD raising the maintenance fees, paid by POA money, instead of other appropriate methods.  Those methods should include methods where DD itself would pay some of the renovation or enhancement costs.  We believe DD should carry its own share of the burden for improvement of its own assets.  They own their hotel and benefit from these assets.  And we believe that DD should account for, and tell you the Members, how it spends and has spent the POA money in the amount of several million dollars.  Your current Board, did not approve DD’s requested “Improvement Plan.”  We countered to DD with a fair compromise we thought all members would approve.  But DD did not respond.

Contrary to Mike Ward’s comments to you, we believe that a proxy and vote for your POA Board Members elected last year (and a slate of lot owners as Board Members not affiliated with DD) will bring a more equitable way to operate The Cliffs development and to pay its expenses, improve the roads, seek to resolve the water issues, and to responsibly provide for proper maintenance of the amenities, including the golf course, but with proper oversite by your POA Board, not affiliated with DD.  We intend to carefully scrutinize all of the DD’s requests to spend your money.

The Board of the POA is soliciting candidates interested in running for one of the four open positions on the Board. Any Member who desires to be an eligible candidate should notify the Board in writing via Nomination Form enclosed herein no later than 5:00 p.m., November 1, 2017.

The record date for Members is October 31, 2017.  This means that if you are a Member on October 31, 2017 you will be eligible to vote or grant your proxy as provided by the POA’s controlling documents.  If you purchase your Lot after October 31, 2017, you will not be eligible to vote or grant a proxy.  All proxies must be signed and dated.  If anyone submits a proxy for at least one (1) Lot owned, the proxy shall be deemed to apply to all properties owned by that person.  All Timeshare Estate Owners shall determine among themselves how to cast the sole vote of the Timeshare Estate, and the agreement of all of the Timeshare Estate Owners shall be in writing.  Anyone who wishes to grant their proxy should return their proxy by November 1, 2017 as indicated on the proxy.

Finally, the Board will be holding a Board meeting on October 20, 2017 at 2:00 p.m. at the Conference Center at The Cliffs, 155 Cliffs Drive, Graford, Texas 76449 to appoint officers of the Association to preside over the Annual Meeting.  You are invited to attend.

For news, Board minutes, and additional information related to the POA, please visit the POA’s website at www.thecliffspoa.org.

The Board should conduct its due diligence to ensure the best interests of the Association are served in future agreements, and the Board should be free of any conflicts of interest.  If you believe the POA and The Cliffs are not being operated to your satisfaction, we encourage you to run for the Board, or in the alternative, give us your proxy.  Thank you for the opportunity to be of service.

Sincerely,

The Cliffs Property Owners Association, Inc. Board of Directors
Wes Butler
Mike Elyea
Dan Dipprey

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Property Owners Chat Line Letter

August 28, 2017

Dear Cliffs Property Owners.

Some Property Owners at the Cliffs have filed a Lawsuit against Double Diamond, Inc., Double Diamond Management Corporation, Double Diamond Utilities, and Mike Ward, with individual claims and also pursuing derivative claims for the Property Owners Association.  The Lawsuit requests an accounting from Double Diamond for Property Owners Association monies and certain injunctive relief.

The suit was filed in Palo Pinto County on July 5, 2017, Cause #C47833 Case #17967560 .

The pleadings in the case allege that Double Diamond continues to collect maintenance dues from the Cliffs from Property Owners and to not release them to the Property Owners Association even though the Service Agreement, which previously provided for that, has terminated by its terms.  The pleading also points out that the Agreement for maintenance by the POA of the golf course has expired by its terms.  Plaintiffs seek an accounting from the Double Diamond Defendants for expenditures by them of POA money.  And the Plaintiffs’ pleadings also discuss matters relating to ownership of the Water and Sewer Facilities.  The current Board has notified Double Diamond of the expired terms for the Services Agreement and golf course maintenance Agreement mentioned above.

The Judge ruled on August 18, 2017 that the Annual Cliffs Property Owners Members Meeting would be scheduled and held November 15, 2017, thus allowing the current POA Board and POA Members sufficient time to solicit Proxies for votes from all Property Owners for election for Board Member positions.

The current board of the POA is actively engaging with a third party Accounting Firm to help send, receive and administer proxies for the upcoming November 15 Annual Meeting.

In keeping with the Bylaws and applicable law, the board anticipates that the letter requesting proxies from Property Owners and nomination forms as well as notice of the Annual Meeting, will be mailed out around September 15, 2017, with an expected return date of November 1, 2017, to the Accounting Firm so that proxies and forms may be processed prior to the Annual Meeting.

The board also includes the approved minutes from the July 7 Special Board Meeting.

Thanks.                   Mike Elyea             Wes Butler            Dan Dipprey


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Special Meeting of the Board of Directors, July 7, 2017

THE CLIFFS PROPERTY OWNERS ASSOCIATION, INC.

MINUTES OF A SPECIAL MEETING OF
THE BOARD OF DIRECTORS
July 7, 2017

On July 7, 2017, upon due notice previously given, a Special Meeting of the Board of Directors of The Cliffs Property Owners Association, Inc. (the “Association”) was held. Present at the meeting were each of the members of the board, Dan Dipprey, Mike Elyea, and Wes Butler.

The meeting was called to order, and the first order of business was the approval of the Minutes from the July 3, 2017 Special Board Meeting. Upon motion duly made and seconded, the Minutes were unanimously accepted.

The Board invited Mack Ed Swindle to the meeting to discuss the possibility of the law firm of Whitaker Chalk Swindle & Schwartz, PLLC providing certain legal counsel to the members of the Board. After discussion, upon the motion duly made and seconded, it was unanimously RESOLVED that Whitaker Chalk Swindle & Schwartz, PLLC is requested to send an appropriate engagement letter to the members of the Board.

Certain administrative matters were discussed including the need for the Board to have a P.O. Box for the Association to be established, and to establish a bank account for the Association to handle monies from members which belong to the Association. Upon motion duly made and seconded, it was RESOLVED that the Board will establish a bank account in the name of “The Cliffs Property Owners Association” to handle monies belonging to the Association; and it was further unanimously RESOLVED to engage an outside firm to serve as an administrator for the Association to assure proper expenditures and related administrative matters for the Association. The next order of business was a discussion relating to monies belonging to the Association which are in the hands of one or more of the Double Diamond entities. Because these are monies of the Association, upon motion dulymade and seconded, it was unanimously RESOLVED by the Board that a demand be made to the Double Diamond entities for an accounting for monies that belong to the Association, and return of those monies.

Further discussions were had relating to a budget for the Association and monies of the Association. Specifically, discussions were had that all monies belonging to the Association should be spent for the benefit of the Association and its members, not for any other entity. The Board further discussed the need to send correspondence to obtain monies from the Double Diamond entities that belong to the Association, and to seek an accounting for same.

The next order of business was a discussion relating to problems associated with the water at The Cliffs. The Board determined a need to consult with engineers, water lawyers and others as may be needed to study the water issues and how best to serve the members of the Association in view of the unacceptable water service at The Cliffs. The Board members agreed to continue discussions about the water problems and how to seek a resolution of them.

The Board discussed sending notice of the Annual Property Owners Meeting at The Cliffs to the members. Discussion was had to determine the best means to inform all of the members of 2 the Association of issues related to the upcoming Annual Property Owners Meeting, the individuals who may  be willing to serve as members of the Board, and to seek nominations for the Board. Upon motion duly made and seconded, it was unanimously RESOLVED that the Board should request nominations from the members for Board members to be voted on at the Annual Property Owners Meeting.

It was decided that an open Board meeting should be held to continue the discussions, and to elect Board member, Curtis Priddy, to fill the vacant seat of Randy Gracy as called for by the Bylaws, election of Board Officers, and discuss the pending lawsuit.

There being no further business, upon motion duly made and seconded, and unanimously voted upon, the meeting was adjourned.

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