ALJDEC decisions subject to certification as final
20F-H2019032-REL · Department of Real Estate - H/C · 2020-03-03
IN THE OFFICE OF ADMINISTRATIVE HEARINGS
John R Ashley,
Petitioner,
vs.
Rancho Reyes II Community Association, Inc.,
Respondent.
No. 20F-H2019032-REL
ADMINISTRATIVE LAW JUDGE
DECISION
This matter was set for hearing regarding John R. Ashley’s petition alleging that Respondent has violated Bylaws Article III (Meetings of Members), Section 4 (Quorum). Mr. Ashley asserts that Respondent conducted member-meetings without establishing a Board quorum at the start of each meeting. On February 10, 2020, Respondent filed a Motion to Dismiss Petition, showing that the Motion was mailed to Mr. Ashley on February 4, 2020. Respondent argues to the effect that the petition should be dismissed because Article III, Section 4 does not require that a quorum of Board members be present for a meeting of the members. Mr. Ashley did not file a response to the Motion to Dismiss.
Bylaws Article III, Section 4 provides that 1/10th of the membership constitutes a quorum for any action, but does not provide any requirement that a quorum of the Board be present at the member meetings. The Bylaws are a contract between the parties and the parties are required to comply with the terms of that contract. See McNally v. Sun Lakes Homeowners Ass’n #1, Inc., 241 Ariz. 1, 382 P.3d 1216 (2016 App.). In this case, the terms of the contract (at Article III, Section 4) are unambiguous in that there is no requirement for a quorum of Board members to be present at a meeting of the membership. The tribunal is required to give effect to those unambiguous terms. See Grubb & Ellis Management Services, Inc. v. 407417 B.C., L.L.C., 213 Ariz. 83, 138 P.3d 1210 (App. 2006.
Mr. Ashley’s allegation that Respondent conducted member-meetings without a quorum of Board members present cannot be a violation of Bylaws Article III, Section 4 because Article III, Section 4 does not require a quorum of Board members to be present at a meeting of the members. Consequently, Respondent’s Motion to Dismiss should be granted.
IT IS ORDERED that Respondent’s Motion to Dismiss is granted and John R. Ashley’s petition is dismissed;
IT IS FURTHER ORDERED that the hearing scheduled for March 16, 2020 is vacated.
NOTICE
Pursuant to Ariz. Rev. Stat. section 32-2199.02(B), this Order is binding on the parties unless a rehearing is granted pursuant to Ariz. Rev. Stat. section 32-2199.04. Pursuant to Ariz. Rev. Stat. section 41-1092.09, a request for rehearing in this matter must be filed with the Commissioner of the Department of Real Estate within 30 days of the service of this Order upon the parties.
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-137160-45720000Done this day, March 3, 2020.
/s/ Thomas Shedden
Thomas Shedden
Administrative Law Judge
Transmitted by either mail, e-mail, or facsimile March 4th, 2020 to
Judy Lowe, Commissioner
Arizona Department of Real Estate
100 N. 15th Avenue, Suite 201
Phoenix, Arizona 85007
John R Ashley
2630 E Cambridge Ring Dr.
Tucson, AZ 85706
Wendy Erlich
Wendy Erlich Attorney PLLC
9671 N Horizon Vista Place
Oro Valley, AZ 85704
By A. Leverette