CAMERON SANDERS and KEVIN S. SANDERS, Plaintiffs,

Transcription

1 CAMERON SANDERS and KEVIN S. SANDERS, IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT, IN AND FOR DUVAL COUNTY, FLORIDA. CASE NO.: CA XXXX-MA DIVISION: CV-H vs. Plaintiffs, NEWPORT UNIT THREE HOMEOWNERS ASSOCIATION, INC., a Florida non-profit corporation, and DONALD RULL, DONNA DONOVAN, BRENDA CHAVIS and BRUCE STEVENS, and NEWPORT HOMEOWNERS ASSOCIATION, INC., a Florida non-profit corporation, and LARRY LEONARD, GLADYS HAUGABOOK, DEBORAH BLAIR-CRAWFORD, FLORA COLEMAN, MARY DAVIS and PHILLIP GILLESPIE, Defendants. / DEPOSITION OF: BRIAN T. HOOIE DATE TAKEN: Wednesday, March 5, 2014 TIME: 10:00 AM - 12:00 PM PLACE: Law Office of Kevin S. Sanders 817 Willow Branch Avenue Jacksonville, Florida Examination of the witness taken before: Laurie J. Miller, Court Reporter and Notary Public in and for the State of Florida at Large VERBATIM REPORTING SERVICES, INC. Jacksonville, Florida (904)

2 2 A P P E A R A N C E S KEVIN S. SANDERS, ESQUIRE, 817 Willow Branch Avenue Jacksonville, Florida Appearing on behalf of the Plaintiffs. SHELBY SERIG, ESQUIRE, Cole, Scott & Kissane, P.A Sunbeam Road Jacksonville, Florida Appearing on behalf of Defendant Newport Unit Three Homeowners Association, Inc. LEONARD T. HACKETT, ESQUIRE, (attending via telephone), Vernis & Bowling of North Florida, P.A Salisbury Road Jacksonville, Florida Appearing on behalf of Defendant Newport Homeowners Association, Inc

3 3 I N D E X WITNESS PAGE BRIAN T. HOOIE Direct Examination by Mr. Sanders Cross-Examination by Ms. Serig Redirect Examination by Mr. Sanders E X H I B I T S NUMBER PAGE Plaintiffs' Exhibit Nos. 1 and 2 for identification.. 34 Plaintiffs' Composite Exhibit No. 3 for identification. 37 Plaintiffs' Exhibit Nos. 4 and 5 for identification.. 42 Plaintiffs' Exhibit Nos. 6 and 7 for identification.. 47 Plaintiffs' Exhibit No. 8 for identification Plaintiffs' Exhibit No. 9 for identification Plaintiffs' Composite Exhibit No. 10 for identification 56 Plaintiffs' Exhibit No. 11 for identification C E R T I F I E D Q U E S T I O N S NUMBER PAGE Certified Question No

4 4 1 BRIAN T. HOOIE, 2 having been produced and first duly sworn on behalf of the 3 Plaintiffs, then testified as follows: 4 THE WITNESS: Yes. 5 DIRECT EXAMINATION 6 BY MR. SANDERS: 7 Q If you would, for the record, please state your 8 full and complete name, spelling your last name, just for 9 clarification on the record. 10 A Brian Thomas Hooie, H-O-O-I-E. 11 Q And do you have a residence address? 12 A I do. 13 CQ1 And what would that be? 14 MS. SERIG: Do we need his residential address, 15 or can you contact him through me? We're representing 16 him for purposes of the suit. 17 MR. SANDERS: I still need a residential address. 18 It's basic foundation information. Plus, my process 19 server had a hard time tracking him down because the 20 addresses for the corporation don't seem to be, 21 technically, addresses; they seem to be at some kind 22 of mailbox service, so it's foundational. 23 MS. SERIG: Brian, are you comfortable giving 24 your residential address? 25 THE WITNESS: Um.

5 5 1 MS. SERIG: I'll take that as a no. 2 THE WITNESS: No. 3 MS. SERIG: He'll give you his business address; 4 and then, any further contacting you have can be 5 through me. 6 MR. SANDERS: Okay. I'll certify that question, 7 and we'll go see the judge about it. 8 BY MR. SANDERS: 9 Q Sir, are you represented today by Counsel? 10 MS. SERIG: Yes. 11 THE WITNESS: I believe so, yes. 12 BY MR. SANDERS: 13 Q Okay. You actually have retained Counsel, or did 14 Kingdom Management retain Counsel for you? 15 A The association retained Counsel for Kingdom 16 Management and myself. 17 Q And when you say "the association," are you 18 talking about Newport Unit Three Homeowners Association? 19 A Yes. 20 Q And are you refusing, on your own, to provide 21 basic foundational information like your residential 22 address, or are you doing that under the -- I guess the 23 indication of your counsel, not to provide it? 24 A Under the indication of my counsel. 25 Q All right. And are you employed?

6 6 1 A Yes. 2 Q And how are you employed? 3 A Through Kingdom Management. 4 Q And what is Kingdom Management? 5 A They're a management company. 6 Q And what do they manage? 7 A Condo associations and homeowners associations. 8 Q And how long have they been in business? 9 A Ten or eleven years. 10 Q And how long have you been with them? 11 A Almost a year. 12 Q What special training do you have for your job? 13 A A pre-licensure course, and then a State 14 Community Association Manager Exam. 15 Q So are you licensed? 16 A Yes. 17 Q And that's with the State of Florida? 18 A Yes. 19 Q And what division of the State of Florida are you 20 licensed through? 21 A I'm not sure what division it's licensed through. 22 Q You don't know who issues your license? 23 A As far as my understanding, it's the State of 24 Florida. 25 Q And who did you take your exam with?

7 7 1 A Pearson VUE Testing Center. 2 Q And that's just P-E-R-S-O-N-V-I-E-W (sic)? 3 A V-U-E. 4 Q And are they here, in Jacksonville? 5 A Yes. 6 Q Other than taking a pre-licensing course and 7 obtaining a license, what, if any, other qualifications do 8 you have to assist or be a manager of a condo or a 9 homeowners association? 10 A I trained under Kingdom Management, an owner of 11 Kingdom Management, for eight to ten months, shadowing, 12 doing what they do. 13 Q And who were you shadowing? 14 A The owner of Kingdom Management. 15 Q And who is the owner of Kingdom Management? 16 A Sherrie Jarnutowski. 17 Q Is that Sherrie with an "I" or a "Y"? 18 A -I-E. 19 Q So is it with two Rs or one? 20 A One (sic). 21 Q Could you spell her last name? 22 A J-A-R-N-U-T-O-W-S-K-I. 23 Q And what qualifications does she have to train 24 you? 25 A She's licensed by the State.

8 8 1 Q Does having a license, such as you, give you 2 qualifications to train others to get licenses or to work 3 in homeowners' associations? 4 A I'm not sure. 5 Q So, other than her license, what other 6 qualifications, if any, does she have? 7 A Ten or eleven years in the business. 8 Q How many associations are you managing? 9 And when I say "you," I'm talking about you, 10 individually, working for Kingdom Management. 11 A Twelve or thirteen. 12 Q And what associations are those? 13 A Do you want me to list all of them? 14 Q If you have them in your brain or if they're in 15 this paperwork anywhere. 16 A Osprey Branch Condominiums, Northstar 17 Condominiums of Jacksonville, Merrill Hills Homeowners 18 Association, Morse Oaks Homeowners Association Q Is that M-O-R-S-E? 20 A Correct Harbour Springs Homeowners Association that's -O-U-R -- Newport Unit Three Homeowners Association, 23 North Campus Homeowners Association, Seahawk at Ponte Vedra 24 Lakes -- one word -- Condo Association, Travis Trace 25 Homeowners Association, Clifton Village Homeowners

9 9 1 Association -- 2 Q Is that with one or two Fs? 3 A S? Is there is no "S" in "Clifton." 4 Q One our two Fs? 5 A "F"? One F; sorry: 6 -- Wynnfield Lakes Homeowners Association. I 7 can't remember the others currently. 8 Q Is "Wynnfield" with an "E" or an "I"? 9 A With a "Y." 10 Q With a "Y"? 11 As an association manager, what are your job 12 duties or your job description? 13 A Drive inspections; mailing out violation letters; 14 attending regular board meetings, annual meetings; creating 15 newsletters; hiring vendors; requesting proposals from 16 vendors; receiving phone calls from homeowners, regarding 17 whatever questions they have; answering s; creating 18 meeting Notices, annual meeting Notices. That's about it. 19 Q I didn't hear anything in there about any 20 determinations of the validity of the condo or the 21 homeowners association that you're intending to represent. 22 What, if any, responsibility do you have to do 23 that? 24 A Zero. 25 Q So Kingdom Management doesn't care if a

10 10 1 homeowners association is validly put together or validly 2 in place; all they care about is whether or not they're 3 going to get paid by whoever is in charge? 4 MS. SERIG: Objection to form. 5 You can answer. 6 THE WITNESS: No. 7 BY MR. SANDERS: 8 Q Well, what is it that Kingdom Management cares 9 about when it comes down to the validity of a homeowners 10 association? 11 MS. SERIG: Form. 12 You can answer. 13 THE WITNESS: They check; to my understanding, 14 they check, on the Sunbiz website, the validity of the 15 association. I have no idea about how they check the 16 validity because it does not fall under my duties as a 17 community association manager, working as management. 18 BY MR. SANDERS: 19 Q So do you know who checked the website when it 20 came down to Newport Unit Three Homeowners Association? 21 A No. 22 Q Other than the owner, are there other people, 23 like you, that are hired and paid, I guess, to manage 24 associations for the owner? 25 A Yes.

11 11 1 Q And do any of them have the responsibility that 2 you don't, to check behind the validity of a corporation? 3 MS. SERIG: Objection to form. 4 Go ahead. 5 THE WITNESS: No. 6 BY MR. SANDERS: 7 Q So it would be the owner, then, that would check 8 the validity of the corporation? 9 A I'm not sure who checks it; just Q Okay. Go ahead. 11 A Just not the managers. 12 Q Was there anyone that you know of that would be 13 checking, other than the owner that you've indicated is 14 Sherrie Jarnukowski (phonetic) -- or -towski? 15 A No. 16 Q So what would be the standard, if you know, of 17 qualifying a homeowners association to be represented by 18 Kingdom Management? 19 A I'm not sure. 20 Q Have you gone out and looked at Newport Unit 21 Three's reports on Sunbiz-dot-org? 22 A No. 23 Q What, if any, knowledge do you have about the 24 proper running of a corporation? 25 MS. SERIG: Objection to form.

12 12 1 THE WITNESS: That information isn't covered 2 under training or licensing through the State. 3 BY MR. SANDERS: 4 Q Well, what is covered under training, then; just 5 going out and doing newsletters? hiring vendors? mailing 6 violations? Is that all that's covered? 7 A No. 8 Q What else is covered, then? 9 A Certain Florida statutes that pertain to 10 homeowners associations and condo associations. It's a 11 very broad spectrum. One couldn't remember all of it. 12 Q Okay. Do you then look at the statutes, in order 13 to make sure that a condo or a homeowners association is 14 complying with those statutes? 15 A If it comes into question. 16 Q And if it came into question -- well, first off, 17 has it ever come into question? 18 A I don't understand. 19 Q Has any association, whether a condo or a 20 homeowners, ever been called into question, that made you 21 do the research with the statutes or to check the validity 22 of a corporation? 23 A No. 24 Q Were you not contacted by my office to inform you 25 about the problems with this homeowners association?

13 13 1 A Yes. 2 Q Okay. What, if any, research did you do to try 3 to check the validity of the complaints with regards to 4 this homeowners association? 5 A I did none. I directed it to the owners, as I 6 stated in my back to you. 7 Q Well, you said "owners" then, and you only listed 8 one owner. 9 Is there more than one owner? 10 A Yes. 11 Q Who is the other owner? 12 A Sherrie's husband, Paul. 13 Q And Paul has the name last name as her? 14 A Yes. 15 Q So you directed it to the owners, Paul and 16 Sherrie -- I'm just going to avoid saying their last 17 name -- and what, if any, feedback did they give you after 18 that? 19 A Sherrie said that she would be handling -- she 20 would take it from there, after forwarding that from 21 you to her. 22 Q So you forwarded it to Sherrie? 23 A Yes. 24 Q And she said she would handle it. 25 Did you follow up with her as to what was being

14 14 1 handled or how it was handled? 2 A No. 3 Q Did she ever contact you? 4 A No. 5 Q Are you familiar with the concept of corporations 6 and the annual report that's required to be filed every 7 year? 8 A I don't understand that question. 9 Q Do you know that corporations are required to 10 file an annual report to stay valid and current every year, 11 and that has to be filed with the Department of State, 12 Division of Corporations, and a fee has to be paid? 13 A Yes. 14 Q Okay. Who, if you know, has the authority to 15 fill out and return those forms to the Division of 16 Corporations? 17 MS. SERIG: Form. 18 THE WITNESS: I -- I don't do that, working in 19 management, but there is somebody there that does 20 that, that fills out the forms. 21 BY MR. SANDERS: 22 Q Okay. Who would sign the forms? 23 A I'm not sure. 24 Q Isn't it correct that an officer of that 25 corporation would, minimally, sign the forms, as the

15 15 1 officer of the corporation? 2 MS. SERIG: Form. 3 THE WITNESS: I'm not sure. 4 BY MR. SANDERS: 5 Q How many of these condo and homeowners 6 associations that you've listed here, other than Newport 7 Three, are backed by a corporation? 8 MS. SERIG: Form. 9 THE WITNESS: I would assume all of them. 10 BY MR. SANDERS: 11 Q So you don't have any knowledge of how their 12 corporations have been set up or how the corporations are 13 maintained? 14 A No. 15 Q Do you know what an officer or a director of a 16 corporation is? 17 A Yes. 18 Q And, if you could, just give me a short 19 definition of what you believe an officer or director of a 20 corporation is. 21 MS. SERIG: Form. 22 THE WITNESS: Officers are presidents, vice 23 presidents, treasurers, secretaries and directors. 24 BY MR. SANDERS: 25 Q So they've established some legal presence with

16 16 1 that corporation, as an officer or director; is that 2 correct? 3 A I'm not sure. 4 Q Do you know how officers and directors become 5 officers and directors of corporations? 6 MS. SERIG: Form. 7 THE WITNESS: It starts with developer turnover. 8 The developer appoints the first board. 9 BY MR. SANDERS: 10 Q Well, developer turnover is when it starts for 11 the homeowners A The association. 13 Q -- the actual homeowners taking over the 14 association; is that correct? 15 A Correct. 16 Q Isn't it typical that the developer forms the 17 corporation and manages the homeowners association up until 18 turnover? 19 A Yes. 20 Q I pulled some records -- we'll make this a 21 composite exhibit at the conclusion of your testimony, but 22 I pulled a 2004 Not-for-Profit Corporation Annual Report 23 filed with the Secretary of State on April 8th, 2004, for 24 Newport Unit Three Homeowners Association, Inc. The 25 officers listed were Dallas Lee, Harry Trevette and Candace

17 17 1 Lee. 2 (Mr. Sanders tendering document to witness.) 3 Would you agree with me on that? 4 A I've never seen the form before. 5 Q Can you read? 6 MS. SERIG: Kevin, that's a little bit 7 argumentative and unnecessary. 8 MR. SANDERS: I don't think that was 9 argumentative. He's never seen the form, but I didn't 10 really ask him if he's seen it before. I asked him to 11 verify that that's the officers listed on that 12 document. 13 MS. SERIG: Form; the document speaks for itself. 14 But you can answer, Brian. 15 THE WITNESS: The names you spoke of are on this 16 form. 17 BY MR. SANDERS: 18 Q And then, down at the bottom, who is the 19 signature on that form? 20 A Dallas Lee. 21 Q And is Dallas Lee an officer or director of this 22 corporation? 23 MS. SERIG: Objection; the document speaks for 24 itself. 25 THE WITNESS: It would assume.

18 18 1 BY MR. SANDERS: 2 Q You would assume, or do you see his name listed 3 as an officer or a director of the corporation? 4 A His title is director and vice president. 5 Q In 2005, the same corporation, Newport Unit Three 6 Association, filed another annual report listing the same 7 officers from 2004, and transferring those to Glenn Layton 8 and Cori Wilson; is that correct? 9 (Mr. Sanders tendering document to witness.) 10 MS. SERIG: I'll just make a standing objection 11 to having him read what the documents say, because 12 they speak for themselves. 13 But you can answer the question to the extent 14 that you're able to, Brian. 15 THE WITNESS: It looks to be that way. 16 BY MR. SANDERS: 17 Q And did one of these officers sign the report 18 down at the bottom, where it says: Signed by officer or 19 director? 20 A Yes. 21 Q And then, in 2006, another annual report for 22 Newport Unit Three Homeowners Association, just basically 23 listing Glenn Layton and Cori Wilson -- would that be 24 correct? -- with the signature of one of those officers 25 down below; is that correct?

19 19 1 (Mr. Sanders tendering document to witness.) 2 A Yes. 3 Q Okay. Then, in 2007, we have the officers 4 listed, Glenn Layton and Cori Wilson, with an alleged 5 addition of Mark Holley. 6 (Mr. Sanders tendering document to witness.) 7 MS. SERIG: Form. 8 BY MR. SANDERS: 9 Q Is that correct? 10 A Yes. 11 Q Okay. Who signed the bottom of that form, adding 12 Mr. Holley? Can you read the name? 13 A I can. 14 Q And whose name is that? 15 A I'm not sure. 16 Q Can you read what her name is? 17 A Yes; Lauren E. Carr. 18 Q And is Mr. -- Ms. Carr listed as an officer or 19 director of the corporation? 20 A It doesn't look to be so. 21 Q And if I were to advise you that Lauren Carr 22 was -- such as you, in Kingdom Management -- she was a 23 manager of the homeowners association, in your studies and 24 knowledge and testing and licensing, does she, as a manager 25 of an association, have the right to sign as an officer or

20 20 1 director of a corporation that she's not an officer or 2 director of? 3 MS. SERIG: Form. 4 THE WITNESS: I'm not sure. I'd have to research 5 that. 6 BY MR. SANDERS: 7 Q So you're not sure about that? 8 A (Witness indicating negatively.) 9 Q But you can clearly tell that Lauren Carr is not 10 an officer or director of that corporation; can you not? 11 A Yes. 12 Q And I took the deposition of Ms. Carr, and she 13 indicated that, yes, she was the one that added Mr. Holley 14 to the corporation. 15 Can somebody who is not a corporate officer or 16 director add somebody to a corporation? 17 MS. SERIG: Form. 18 THE WITNESS: I'm not sure. I'd have to research 19 that. 20 BY MR. SANDERS: 21 Q In your work for Kingdom Management, does Kingdom 22 Management or do you sign these annual reports for 23 corporations that you're an officer -- or that you're not 24 an officer or director of? 25 A I'm not sure.

21 21 1 Q Again, this corporation, Newport Unit Three 2 Homeowners Association, had filed with it, in 2008, an 3 annual report listing Mr. Holley solely as the one and only 4 officer for the corporation, but again it was turned in by 5 Lauren Carr; was it not? 6 (Mr. Sanders tendering document to witness.) 7 A It appears so, yeah. 8 Q And you've seen the previous years. 9 Ms. Carr was not and never was an officer of this 10 corporation, was she? 11 A Doesn't appear to be. 12 Q Would that, in your year or so of experience with 13 homeowners associations, call into question the validity of 14 whether or not Mr. Holley actually was an officer or 15 director and was appointed by the official officers and 16 directors of the previous corporation? 17 MS. SERIG: Form. 18 THE WITNESS: I'm not sure. I would have to 19 research it. 20 BY MR. SANDERS: 21 Q If you'll look at the annual report in 2009, 22 Mr. Holley again appears as the sole officer, but then he 23 adds other individuals as officers and directors of the 24 corporation. 25 (Mr. Sanders tendering document to witness.)

22 22 1 But Mr. Holley, who we believe questionably then 2 added himself, is the one who adds all these additional 3 people to the corporation; is that correct? 4 MS. SERIG: Form. 5 THE WITNESS: It looks that way. 6 BY MR. SANDERS: 7 Q And if Mr. Holley had never been validly added to 8 the corporation or elected to the corporation, he would 9 have no authority to add these people to the corporation, 10 either, would he? 11 MS. SERIG: Form. 12 THE WITNESS: I'm not sure. 13 BY MR. SANDERS: 14 Q Do you recognize any of these names that are 15 listed here that you may be working with with Kingdom 16 Management for Newport Homeowners Association? 17 A No. 18 Q Do you know who the officers are that you're 19 allegedly working with for Newport Unit Three Homeowners 20 Association? 21 MS. SERIG: Form. 22 THE WITNESS: Yes. 23 BY MR. SANDERS: 24 Q And who are they? 25 A Don Rull, Chris Osbeck and Bruce Stevens.

23 23 1 Q Just three? And are they officers or are they 2 directors or are they both? 3 A I'm not sure. 4 Q You are, at least, sure that Newport Unit Three 5 Homeowners Association, the homeowners association that 6 Kingdom Management claims to represent, is an actual 7 cooperation; it's just not a group of homeowners? 8 MS. SERIG: Form. 9 BY MR. SANDERS: 10 Q Or are you representing just a group of 11 homeowners using this name? 12 MS. SERIG: Form. 13 THE WITNESS: My understanding is that it's a 14 legal association, and that's why Kingdom is 15 representing them. 16 BY MR. SANDERS: 17 Q Well, again, you say they're a "legal 18 association," so at what point did they become a legal 19 association, if there was never an election, and the only 20 officer from the homeowners that got appointed was 21 appointed by another association's manager? 22 MS. SERIG: Form. 23 THE WITNESS: I'm not sure. 24 BY MR. SANDERS: 25 Q And then I'll go back to my original question,

24 24 1 which I don't think you actually answered. 2 Are you -- as Kingdom Management and as the 3 employee for Kingdom Management, are you representing 4 individual homeowners, essentially acting as if they're a 5 homeowners association, or are you representing a 6 corporation which was established initially as the 7 homeowners association? 8 MS. SERIG: Objection; asked and answered. 9 You can answer, if you're -- I don't know if 10 you're THE WITNESS: I'm sorry. 12 MS. SERIG: I didn't know if you were thinking 13 that my objection stopped the question. 14 MR. SANDERS: She can make objections for the 15 record, and she and I will argue those out with the 16 judge later on; but, unless she instructs you not to 17 answer -- since she is your counsel, she would do that 18 on a privilege basis -- you need to answer the 19 question. 20 MS. SERIG: Do you need her to read it back? 21 THE WITNESS: Yes. 22 Would you repeat the question, please. 23 (Thereupon, the question last-above referred to 24 was read by the reporter.) 25 We're representing the association.

25 25 1 BY MR. SANDERS: 2 Q Which is what; this corporation? 3 A Correct. 4 Q So you're representing the corporation? 5 A Correct. 6 Q Okay. And if these individuals were not validly 7 elected to the office of this corporation, how can you 8 represent the corporation? 9 MS. SERIG: Form. 10 THE WITNESS: It's not my duty as a manager to 11 check the validity before the account was given to me. 12 BY MR. SANDERS: 13 Q Okay. Well, now that you know this, and you've 14 seen this, what is your duty and responsibility to Kingdom 15 Management, who you're employed by? 16 A I'm not sure. I would have to ask them. 17 Q Have you ever looked through any minutes of the 18 Newport Unit Three Homeowners Association, beyond these 19 dates through 2009, where there was a quorum present that 20 elected anybody as an officer or director of this 21 corporation? 22 MS. SERIG: Form. 23 THE WITNESS: No. 24 BY MR. SANDERS: 25 Q Was there even a quorum of homeowners at the last

26 26 1 meeting that I suppose you attended on January 30th? 2 A What meeting was that? 3 Q The alleged annual membership meeting of the 4 Newport Unit Three Homeowners Association, Inc. 5 MS. SERIG: Form. 6 THE WITNESS: To my understanding, there was a 7 quorum established. 8 BY MR. SANDERS: 9 Q And when you say to your understanding, what is 10 your understanding that a quorum was present? 11 A By present homeowners and proxies. 12 Q And who counted the homeowners present and the 13 proxies? 14 A The board did. 15 Q You didn't count the proxies and confirm them? 16 A I turned them in to the board. 17 Q And again, you turned them in to a group of 18 individuals you thought were the board or were -- thought 19 were validly elected as officers, right? 20 MS. SERIG: Objection; argumentative. 21 THE WITNESS: That was my understanding. 22 BY MR. SANDERS: 23 Q Do you recall how many homeowners in Newport Unit 24 Three have to be present at an annual meeting, either in 25 person or by proxy, to make a quorum?

27 27 1 A I do not. 2 Q Have you read the Declarations of Covenants and 3 Restrictions with regards to what it takes to make a quorum 4 for this particular homeowners association? 5 A In the past, but I don't remember what it states. 6 Q Is it not part of your job at an annual meeting 7 to make sure that the homeowners association is following 8 the Declarations of Covenants and Restrictions and any 9 other rules and bylaws of the corporation, or do you just 10 let them do whatever they want to do? 11 MS. SERIG: Objection; argumentative. 12 THE WITNESS: I was not leading the meeting. I 13 was an assistant to Sherrie at that meeting; so, if 14 there was something that came up during that annual 15 meeting, she had seniority. 16 BY MR. SANDERS: 17 Q Well, did Sherrie then make sure that there was a 18 quorum present at the meeting, either by -- in person or by 19 proxy? 20 A I think so. 21 Q You don't know so; you just think so? It's a 22 possibility that she did? 23 A We turned the sign-in sheet and the proxies over 24 to the board of directors, and I don't remember how the 25 meeting went. I don't remember who determined if there was

28 28 1 a quorum or not, but I did not determine that. 2 Q What is the process of verifying the proxies? 3 A Homeowner's address and their signature. 4 Q And how do you know that the homeowner's address 5 and their signature are correct? Do you-all have a record 6 of all the homeowners' signatures, and somebody compares 7 all of them? 8 A No. 9 Q Does Sherrie have a copy of everybody's signature 10 in Newport Unit Three and has somebody verify the 11 signatures? 12 A I'm not sure. 13 Q Did anybody call these individuals and say, "I'm 14 in receipt of a proxy; we're just verifying that this is 15 your signature and that you sent it in"? 16 A I'm not sure. 17 Q Is being not sure the protocol of the 18 representation of Kingdom Management when it comes to 19 annual meetings? 20 MS. SERIG: Objection; argumentative. 21 You can answer. 22 THE WITNESS: Can you rephrase the question? 23 BY MR. SANDERS: 24 Q I'll rephrase the question. 25 What is the duty and responsibility of Kingdom

29 29 1 Management to make sure that a quorum is present and that, 2 if there are any proxies, that they're verified? 3 A My understanding is to look at the bylaws when 4 determining the percentage of what is required for a 5 quorum; knowing that number going into the annual meeting, 6 or having a copy of the bylaws, covenants and restrictions 7 to reference; and then determining how many homeowners, 8 from the sign-in sheet and the proxies, adding them all up, 9 ones that are valid versus ones that are invalid. 10 Q Well, now, let's stop there. 11 How do you determine whether a proxy is valid or 12 invalid? 13 A If the proxy was returned to us via mail, we 14 would check it with their account and then bring it to the 15 meeting. If the homeowner also attended the meeting and 16 submitted a proxy, then the proxy would be invalid, because 17 they're present at the meeting. 18 Q Well, and I was going to mention that. I'm 19 looking at the proxies. And, apparently, Chris Osbeck 20 submitted a proxy; but, according to this, he had signed 21 in, so this proxy would be invalid, right? 22 A (Witness indicating affirmatively.) 23 Q It wouldn't be counted toward a quorum? 24 A No. 25 Q And then I see where LeRoy Matthews also

30 30 1 submitted a proxy form; and, according to this, LeRoy 2 Matthews was present, so his proxy wouldn't be included, 3 right? 4 A Correct. 5 Q And then Don Rull, who lived at -- what is it? North Woodbridge Hollow, Donald Rull, that wouldn't be 7 counted, either -- right? -- because Donald Rull was 8 present. 9 A Correct. 10 Q So, if you count one, two, three, four, five, 11 six, seven, eight people; and then, if these had been 12 verified -- one, two, three, four, five proxies -- that's 13 thirteen; correct? 14 A Yes. 15 Q Do you know how many homes and lots are located 16 in Newport Unit Three? 17 A I'm not sure of the exact number. 18 Q Isn't it something like 33? 19 A Are you asking me or telling me? 20 Q I'm asking you if you know what it is. 21 A I don't know. 22 Q If you don't know how many homes or lots are in 23 Newport Unit Three, how can you verify a quorum? 24 A I did not verify that there was a quorum at the 25 meeting.

31 31 1 Q Well, how can you have an election at an annual 2 meeting if the quorum is not verified? 3 A Again, I did not verify it at the meeting, so the 4 question, to me, is not -- if I can't answer that question, 5 because I don't know, then it's irrelevant. 6 Q Well, why does not being able to answer a 7 question make the process of having a quorum irrelevant? 8 Of all the other homeowners associations and condo 9 associations that you represent -- you said it was 10 somewhere between, I guess, twelve and thirteen, and you 11 were able to remember eleven of them -- do you not verify 12 quorums for those homeowners associations, either? 13 A If I'm asked to at the meeting, yes, I can verify 14 them; but I was not asked, at Newport Unit Three, to verify 15 a quorum. 16 Q But you were at the meeting? 17 A As an assistant to Ms. Sherrie Jarnutowski. 18 Q And was it Sherrie that verified the quorum? 19 A Between Sherrie MS. SERIG: Objection; asked and answered. 21 THE WITNESS: If I remember correctly, it was 22 between Sherrie and the board that determined that 23 quorum. 24 BY MR. SANDERS: 25 Q Okay. Well, I'll take it at face value that you

32 32 1 weren't involved in the process, but how can 13 alleged 2 homeowners -- if you want to include the unverified 3 proxies, how can 13 people elect officers for a homeowners 4 association which I'll tell you has 33 lots in it? 5 A What does the percentage state in the covenants 6 and restrictions or bylaws? 7 Q What percentage do you think it's supposed to be, 8 as the manager out there? 9 A Most covenants and restrictions state it's, I 10 believe, two thirds to represent a quorum. I'm not sure 11 what Newport Unit Three states, though. 12 Q I've got a copy of the Declarations of Covenants 13 here, if you want to look at them. 14 (Mr. Sanders tendering document to witness.) 15 MS. SERIG: Are you waiting for him to tell you 16 something? I think he doesn't know what you want him 17 to do. 18 BY MR. SANDERS: 19 Q Do you want to look at those, to A I'm looking at them. 21 Q Okay. Take your time. Just let me know when 22 you're finished. 23 A What do you want me to look for? 24 Q Well, first of all, have you seen those before? 25 A I have. I believe I gave you a copy of them.

33 33 1 Q And these are recorded in Duval County; is that 2 correct? 3 A Uh-huh. 4 Q Okay. And they start at Book No ; correct? 5 A Yes. 6 Q And then the page where they start at is 367; is 7 that correct? 8 A Yes. 9 Q And you recognize these -- you've only looked at 10 the first page, but you recognize that the book and page 11 number are sequential in these bylaws; do you not? 12 A Yes. 13 Q And you believe that you've read these at one 14 point in time? 15 A Correct. 16 Q But you don't recall what it takes to have a 17 quorum for an annual meeting that you attended? 18 A No. 19 MR. SANDERS: Let's do some cleanup and homework. 20 The annual reports that he testified to, we'll 21 put that in as Exhibit 1, for deposition purposes. 22 This is going to be This is going to be a -- one, two, three, four, 24 five, six, seven, eight -- it's a nine-page exhibit, 25 which is the homeowners sign-in sheet provided by the

34 34 1 deponent, along with the alleged proxies that were 2 unverified, which is No (Plaintiffs' Exhibit Nos. 1 and 2 were marked for 4 identification.) 5 BY MR. SANDERS: 6 Q Have you ever seen -- and again, all these 7 numbers are sequential with the Declarations of Covenants 8 and Restrictions -- the Articles of Incorporation for 9 Newport Unit Three Homeowners Association? 10 (Mr. Sanders tendering document to witness.) 11 A I recognize that; yes. 12 Q And again, the articles start in the same book 13 number as over here; it's That's the same book 14 number; is that correct? 15 A That is correct. 16 Q Okay. But these start a little bit later. The 17 articles start at 386; correct? 18 A Uh-huh. 19 Q And you remember reading those, too? 20 A Yes. 21 Q Okay. Well, what, if any, influence do the 22 Articles of Incorporation have with regards to quorums and 23 annual meetings and membership and election of officers and 24 directors? 25 A I'm not sure what those state, but it gives a

35 35 1 general -- general rule for the association, I believe. 2 But bylaws typically are what you would reference 3 for the board of directors and meetings. 4 Q Would you like to read these and refresh your 5 recollection on that, or are you satisfied that your memory 6 is good on that? 7 A I don't think I need to reread them, but I don't 8 recall them verbatim, what they state. 9 Q Did you do any preparation for today's 10 deposition, other than gather documents? 11 A I vaguely scanned over the documents that I 12 turned over to you; yeah. 13 Q Did you review or look at the corporate bylaws, 14 the Articles of Incorporation or the Declarations of 15 Covenants and Restrictions for Newport Unit Three? 16 A I did scan through them. 17 Q What would be the process Kingdom Management 18 would take if -- you've already seen the annual reports, 19 and I pointed out to you that there's only 13 people who 20 were interested enough to either show up by proxy or 21 otherwise for the homeowners association, and there was not 22 a quorum at this meeting. 23 Could you still represent this corporation if 24 there were no valid officers elected? 25 MS. SERIG: Form.

36 36 1 THE WITNESS: It's not for me to determine that. 2 BY MR. SANDERS: 3 Q So, as the manager, again, you don't care what 4 they do, as long as Kingdom Management gets paid? 5 MS. SERIG: Oh, form, and argumentative. 6 THE WITNESS: No. 7 BY MR. SANDERS: 8 Q Okay. Well, what is your duty and 9 responsibility, then, if there's no election and no quorum; 10 anything? You just shrug your head and say, "Well, we'll 11 move on; maybe it will happen next year," or does Kingdom 12 Management say, "We can't represent you anymore because 13 you're not a valid organization"? 14 MS. SERIG: Objection; form. 15 THE WITNESS: That's not up to me. 16 BY MR. SANDERS: 17 Q That would be up to Sherrie and her husband? 18 A Yes. 19 Q I guess I need to first ask, other than what 20 you've provided me, which is again the sign-in sheet and 21 the alleged proxies that were unverified for the meeting, 22 are you holding back any other documents, proxies or 23 sign-in sheets that you haven't presented to me today, out 24 of this package? 25 A No.

37 37 1 Q And you would agree that the controlling 2 documents for Newport Unit Three would be the Declarations 3 of Covenants and Restrictions, all these recorded, and then 4 the attached Articles of Incorporation and the bylaws for 5 Newport Unit Three Homeowners Association, Incorporated, 6 right? 7 A Yes. 8 MR. SANDERS: And I think I'd asked you this 9 question earlier -- we'll mark this as Composite 10 Exhibit (Plaintiffs' Composite Exhibit No. 3 was marked 12 for identification.) 13 BY MR. SANDERS: 14 Q Does a homeowners association that's a 15 corporation have to comply with Florida statutes regarding 16 the formation of that corporation and the continuance of 17 that corporation? 18 MS. SERIG: Form; calls for a legal conclusion. 19 THE WITNESS: I would think so. 20 BY MR. SANDERS: 21 Q So, when you say "I...think so," you're unsure? 22 Is that just because you're unfamiliar with the Florida 23 statutes, or why are you only thinking that they have to? 24 A I would assume, when they filed these, somebody's 25 checking them, on their behalf, that works for the State.

38 38 1 So, if these are considered valid when they're turned in, 2 then it would make the association a valid association or 3 corporation. 4 Q So, if I turned in, like Lauren Carr did for 5 Mr. Holley, a report to Tallahassee and listed you as an 6 officer and director of the corporation, the fact that they 7 accepted those and stamped them in, based on trusting my 8 signature and my veracity, that they don't even know me, 9 that would make you an officer of the corporation? 10 MS. SERIG: Form; mischaracterizes his testimony. 11 THE WITNESS: I don't understand. 12 BY MR. SANDERS: 13 Q Well, you tell me. You're supposing that the 14 State of Florida, the Secretary of State, goes around and 15 checks behind every single one of these that are turned in? 16 A I would hope so. 17 Q And what makes you believe that? 18 A You're dealing with the government. 19 Q And you think the government can afford to go and 20 look behind every single one of these? 21 A I do. 22 Q Okay. Well, and so, if somebody -- again, same 23 question: If somebody who didn't have authority adds 24 somebody to a corporation, how can, by not looking behind 25 that, the government verify that person as an officer?

39 39 1 MS. SERIG: Form. 2 THE WITNESS: I'm not sure. 3 MS. SERIG: Go ahead. 4 THE WITNESS: I'm not sure. 5 BY MR. SANDERS: 6 Q Are you familiar, in any way, with how Newport 7 Unit Three Homeowners Association, Inc., is related to 8 Newport Homeowners Association, Inc., the group that's in 9 Newport; essentially, we've been calling them Newport I and 10 Newport II? 11 A I'm not aware of how they're related, no. 12 Q So you don't know if they're a homeowners 13 association or a sub-homeowners association or if they're 14 underneath the umbrella of Newport Homeowners Association, 15 Inc.? You don't know any of that? 16 MS. SERIG: Form. 17 THE WITNESS: No. 18 BY MR. SANDERS: 19 Q Who has been working with this homeowners 20 association, this corporation, Newport Unit Three 21 Homeowners Association, more; you or your owner/boss 22 Sherrie or her husband Paul? 23 A I can't say. I don't know how much time she 24 spends communicating with them versus my time spent 25 communicating with them.

40 40 1 Q But she was at the meeting? 2 A The annual meeting? 3 Q Yes. 4 A Yes. 5 Q Okay. And she was working with the board to 6 verify quorum? 7 A Yes. 8 MR. SANDERS: I guess I'm having a hard time 9 pinning them down. I'm seeing agendas for the meeting 10 of January 30th, 2014, but I'm not seeing the minutes. 11 MS. SERIG: I handed those to you when we came 12 in. 13 MR. SANDERS: All right; okay. 14 (Mr. Sanders perusing documents.) 15 MS. SERIG: If I could just make a statement on 16 the record about those minutes that I -- what I told 17 you when we came, but I don't think we were on the 18 record yet, is that those are the unofficial minutes 19 that were typed up by Sherrie, and they have not been 20 approved by the board yet, but we're giving you the 21 draft minutes. 22 BY MR. SANDERS: 23 Q Does Sherrie normally draft the minutes for the 24 homeowners associations? 25 A If she takes the minutes, yes.

41 41 1 Q Was she taking the minutes that night? 2 A Yes. 3 Q Have you seen these drafted minutes? 4 A No. 5 Q You've heard your attorney indicate that these 6 are the initial meetings -- minutes of the meeting from 7 January 30th, 2014, that was held at Highlands United 8 Methodist Church? 9 A Yes. 10 Q I'll give you a minute to just review those 11 minutes. And let me know when you're finished. I would 12 request that you read every page. 13 (Mr. Sanders tendering document to witness.) 14 A (Witness perusing document.) 15 I'm finished. 16 Q Does -- you were at the meeting; correct? 17 A Yes. 18 Q Do those proposed minutes accurately reflect 19 everything that you recall happening on that particular 20 evening? 21 A Yes. 22 Q Can you think of anything that was put in that 23 didn't happen or anything that was left out that did 24 happen? 25 A No.

42 42 1 Q One thing I guess I didn't notice, and I guess I 2 just need to make sure it's clear for the record: There 3 are actually two sets of minutes here. Apparently, there 4 was one for the annual association, which is two pages, and 5 that started at 7 p.m.; and then there is another, it looks 6 like, meeting that took place at 8:27 p.m., at the same 7 location, and supposedly by a board with Don Rull, Bruce 8 Stevens and Chris Osbeck; is that correct? 9 A That is correct. 10 Q Okay. And the annual meeting minutes, they're 11 two pages, and the board meeting is one; correct? 12 A Correct. 13 MR. SANDERS: I am going to try to keep them 14 separate, so we'll make the board meeting No I'm 15 sorry -- annual homeowners association will be No. 4, 16 which is a two-page exhibit, and then the one-page 17 board of director's meeting will be No (Plaintiffs' Exhibit Nos. 4 and 5 were marked for 19 identification.) 20 MS. SERIG: Len, are you still there? 21 MR. HACKETT: Yes, I'm still here. 22 MS. SERIG: Okay. Kevin's looking at documents. 23 That's kind of what the long pauses are for. He's 24 looking at documents so that he can ask Brian 25 questions.

43 43 1 MR. HACKETT: Okay. 2 MS. SERIG: I just didn't want you to think you 3 lost us. 4 MR. HACKETT: If I do, I'll let you know. 5 BY MR. SANDERS: 6 Q Now, I found -- thumbing through some of the 7 documents that you brought, which I'm seeing for the first 8 time today, because that's when you brought them, was 9 today -- it looks like what could be a list of homeowners 10 within Newport Unit Three. 11 (Mr. Sanders tendering document to witness.) 12 Is that a list of the homeowners in Newport Unit 13 Three? 14 A It is, and it was provided by the president, Don 15 Rull. 16 Q Has Kingdom Management, or you for Kingdom 17 Management, verified any of those addresses or the people 18 who live at those addresses, or that's just Don Rull's 19 supply to you? 20 A We compared these with the accounting software 21 turned over to us. 22 Q Okay. And you were having a hard time 23 remembering how many homeowners lived in there. 24 Would that help refresh your memory, if you would 25 like to do that?

44 44 1 A Are you asking me if I want to count these? 2 Q Yes. 3 A I'd be happy to. 4 It looks -- I counted Q And if you needed to have 50 percent out of 33, 6 how many homeowners would you need to have there? 7 A Seven -- I'm sorry Q Could you have half of a person or half of a 9 homeowner show up? 10 A No. 11 Is that what the covenants and bylaws state 12 that's needed? 13 Q Well, I think you had said two thirds. If you 14 were to need two thirds of the people to show up -- that's 15 your recollection -- how many people would have to show up? 16 A I stated that -- when I said two thirds, I said 17 most covenants and restrictions for communities -- or 18 bylaws state two thirds. I never stated that Newport Unit 19 Three said two thirds. 20 Q So your testimony would be, you don't know how 21 many homeowners you need to show up to actually make a 22 quorum? 23 A I would MS. SERIG: Objection; asked and answered. 25 Go ahead.

45 45 1 THE WITNESS: I would have to look through the 2 declaration of covenants, bylaws, Articles of 3 Incorporation to research that exact number to 4 determine that answer. 5 BY MR. SANDERS: 6 Q Okay. But I guess we could both agree, whatever 7 they say is what controls? 8 A Who says? 9 Q Whatever the Articles of Incorporation say. 10 A Yes. 11 Q The bylaws, covenants and restrictions whatever they say controls? 13 A Yes. 14 Q Now, I have noted that, in some of the documents 15 that you supplied, you've also supplied copies of Articles 16 of Incorporation and other documents. 17 So you actually had access to them, to know what 18 a quorum would be on that night? 19 A I had access to them; however, I did not have 20 them that night, but I -- again, I didn't have anything to 21 do with determining what the quorum was that evening. 22 Q And that was all Sherrie? 23 A Between the board and Sherrie. 24 Q And did Sherrie have access to this file, and did 25 she know what a quorum would be?

46 46 1 A She seemed confident. I don't know if she had 2 the file with her, but she did seem confident that she knew 3 what the quorum requirement was. 4 Q And she didn't double-count the proxies and the 5 people present, as I pointed out to you that some of them 6 were duplicative, or do you not know -- 7 A To my understanding, they were double-counted and 8 sorted through, to determine if they were present at the 9 meeting and they had submitted a proxy, to remove the 10 invalid proxies. 11 Q Now, at the annual meeting, if you know, do you 12 elect directors or officers or both? 13 A I believe it's both, that you have the ability to 14 do both, or it might just be directors. I can't remember. 15 Q I thumbed through these papers that you've 16 provided here today, and I found two -- they just possibly 17 look like they could be copies of ballots. I'm not sure, 18 but I'll have to get you to verify that. And they all seem 19 to consistently have three names on them: Don, Chris and 20 Bruce. 21 (Mr. Sanders tendering document to witness.) 22 Let me show you these two pages and ask you if 23 you've seen those before. 24 A Yes, I have seen these. 25 Q And what are those?

47 47 1 A Those were the ballots, or a copy of the ballots. 2 Q Okay. So those are all the votes from the annual 3 meeting on January 3rd of 2014? 4 A It would appear so. 5 MR. SANDERS: Okay. Let me do this: I'm going 6 to put in the copy, which is the typewritten copy. I 7 think the testimony is it was provided to Kingdom 8 Management by Don Rull of the homeowners in Newport 9 Unit Three. That will be No And then I'll put in as No. 7 the two-page 11 exhibit which looks like it has -- one, two, three, 12 four, five, six, seven -- eight ballots. 13 (Plaintiffs' Exhibit Nos. 6 and 7 were marked for 14 identification.) 15 BY MR. SANDERS: 16 Q Now, we've talked about the covenants and 17 restrictions and notices, and I think you probably recall 18 the that was sent to you by my office. 19 I'm looking at the actual Notice of Annual 20 Meeting and Election, which essentially is generic -- it 21 says "Dear Homeowner," and it's not addressed to any 22 particular homeowners -- and it's dated the 17th of January (Mr. Sanders tendering document to witness.) 25 Is that correct?

48 48 1 A Correct. 2 Q Okay. Is this the same form Notice of the 3 meeting that went out to everybody, and did all of those go 4 out on the 17th? 5 A Yes. 6 Q Okay. And it's noticing everybody of an annual 7 meeting to occur on January 30th, right? 8 A Yes. 9 Q Okay. Are you familiar with, or do you remember 10 how many days the covenants and restrictions and bylaws, 11 Articles of Incorporation say you must give notice before 12 an annual meeting? 13 A I'm not aware. I would have to research that. 14 Q If I were to tell you that the notice requirement 15 is at least 15 days prior to an annual meeting -- and you 16 can research that, but I'm just asking you to presume that 17 that's true -- does this Notice give at least 15 days to 18 all homeowners MS. SERIG: Objection to form. 20 BY MR. SANDERS: 21 Q -- prior to the annual meeting that was held on 22 January 30th? 23 MS. SERIG: Form. 24 THE WITNESS: It does not look like it. It was 25 dated on the 17th.

49 49 1 BY MR. SANDERS: 2 Q So it was -- it's dated the 17th. I assume it 3 was printed or produced on the 17th; is that correct? 4 A I believe so. 5 Q Okay. And how were these disseminated or 6 distributed to the homeowners in Newport Unit Three? 7 A By United States postal service. 8 Q So where were they mailed from, then, if you 9 know? 10 A A post office, I assume. 11 Q Okay. So somebody dropped it off at a post 12 office? 13 A Correct. 14 Q Do you know when each individual homeowner 15 received this notice? 16 A No. 17 Q Presumptively, it wasn't on the 17th, because 18 that presumptively is the day that, maybe, they were taken 19 to the post office, right? 20 A Presumptively. 21 Q So, if it took one or two days or three days to 22 deliver, then that's actually even less notice that the 23 homeowners got; isn't that correct? 24 MS. SERIG: Form. 25 THE WITNESS: I believe so.

50 50 1 BY MR. SANDERS: 2 Q It's simple math, right? 3 A Uh-huh. 4 Q And was that not part of the notice that was 5 given to you by my office in the , that there was 6 insufficient notice pursuant to the bylaws? Do you recall 7 that ? 8 A Vaguely. 9 But, again, when I received your , I read 10 through it, and then I gave it to Sherrie, so -- for her to 11 handle. 12 Q So Sherrie went through with the meeting, and she 13 had to make the decision, or did you get to make the 14 decision of whether or not the notice requirement in the 15 covenants and restrictions was not going to be complied 16 with? 17 MS. SERIG: Form. 18 It's okay. Go ahead. 19 THE WITNESS: I did not make that determination. 20 BY MR. SANDERS: 21 Q Sherry did? 22 A Yes. 23 MR. SANDERS: I need to take her deposition. 24 All right. This one single-page Notice will be 25 No. 8.

51 51 1 (Plaintiffs' Exhibit No. 8 was marked for 2 identification.) 3 BY MR. SANDERS: 4 Q Now, you've also provided a single-page document 5 that just says "Newport Harbor," and then it also says 6 "Newport Unit Three Homeowners Association," without an 7 "Inc." after it, and it's an agenda. 8 (Mr. Sanders tendering document to witness.) 9 And I'll ask you first if you recognize that as 10 the agenda that was utilized at the January 30th, 2014, 11 meeting. 12 A I recognize the letterhead, but I never received 13 a copy of this agenda. 14 Q Okay. It was provided in your packet of 15 material, so would that have been the agenda, or do you 16 think that there is another agenda that wasn't provided to 17 me? 18 A Kingdom Management did not create this agenda. 19 This agenda was created by a board member for Newport 20 Harbor Unit Three. 21 Q And do you know what board member created that 22 agenda? 23 A No. 24 Q You were at the meeting. 25 A Uh-huh.

52 52 1 Q Did the meeting follow that agenda? 2 A I didn't have this Notice in front of me. I 3 would assume it followed it. 4 MR. SANDERS: We'll make this one page Exhibit 5 No (Plaintiffs' Exhibit No. 9 was marked for 7 identification.) 8 BY MR. SANDERS: 9 Q Do you know who the board was before the alleged 10 elections on January 30th, 2014? 11 MS. SERIG: Form. 12 THE WITNESS: To my understanding, there was only 13 one other person on the board, Newton Huffman. 14 BY MR. SANDERS: 15 Q So there were four people that were on the board 16 before? 17 MS. SERIG: No. Objection. I think that 18 mischaracterizes the testimony. 19 BY MR. SANDERS: 20 Q Or there were still three, and Newton Huffman Is that who you said? 22 A (Witness indicating affirmatively.) 23 Q -- was the other one? 24 A To my understanding, there was only three. 25 Q Okay. And who, besides Newton Huffman, was on

53 53 1 the previous board? 2 A Bruce Stevens and Don Rull. 3 Q Again, I'm looking at the material that you've 4 brought me. Assuming that it's true and accurate, since 5 it's -- who -- I guess I need to ask: Who researched and 6 copied and put all this together? 7 A The documents provided to you? 8 Q The documents provided today. 9 A I was asked to create -- or to bring today, to my 10 deposition, any information that I had between -- any 11 interaction, any sort of anything between myself and 12 Newport Unit Three, and that's what I brought today. 13 Q You did all the research and pulled all these 14 documents? 15 A I just -- I gathered the documents. 16 Q And you gathered them from Kingdom Management, or 17 did you gather them from other locations? 18 A From Kingdom Management's office. 19 Q So all of this material, at one point in time well, I guess this, technically, is a copy -- all of this 21 material is a copy of what was in the file at Kingdom 22 Management? 23 A Correct. 24 Q Again, I'm looking at forms, then, that came in, 25 and I note that there are only three candidate forms that

54 54 1 were filled out for this alleged meeting on -- in January: 2 Bruce Stevens, Don Rull and Chris Osbeck. And those are 3 the three individuals who were elected, right? 4 A Yes. 5 Q I'll just get you to verify that that's their 6 officer nomination forms that were submitted. 7 (Mr. Sanders tendering documents to witness.) 8 A (Witness perusing documents.) 9 Yes. 10 Q Now, I'm looking at the bottom of each one of 11 these three forms, and it says, "There is one one-year 12 position open." 13 Did you elect one person to the board, or did you 14 elect three people to the board? 15 A I did not elect anybody. 16 Q Well, as a member of Kingdom Management, then, 17 did Newport Unit Three, while you were at the meeting, 18 elect one person to the board or three people to the board? 19 A One. 20 Q Okay. So there was only one board position that 21 was elected and filled at this meeting? 22 A Yes. 23 Q Okay. Why only one? 24 A There was only one that was open, because Newton 25 Huffman resigned at the meeting.

55 55 1 Q So -- 2 A Or I think -- I think how it worked was, the 3 determination -- the determining factor was there was only 4 one position up for -- up for election. 5 Q And, apparently, that's what it says on these 6 nomination forms that were distributed to all the 7 homeowners; is that correct? 8 A Yes. 9 Q So is it your impression, Sherrie's impression, 10 Newport Unit Three's impression that you only elect one 11 position a year, or people who don't resign carry over from 12 year to year to year till they resign? Why was there not 13 three people elected at the meeting? 14 A I'm not sure. I wasn't the determining factor of 15 why there was only one. 16 Q But you're quite confident that only one board 17 member came up for election at this meeting? 18 A Yes. 19 Q Okay. And what was the board member -- I'm 20 sorry; "what" is the wrong term -- who was the board member 21 that was elected? 22 A Chris Osbeck. 23 Q So he was added to the board, and the other two, 24 what, just carried over, unelected? 25 MS. SERIG: Form.

56 56 1 THE WITNESS: I'm not sure. 2 BY MR. SANDERS: 3 Q What do the bylaws, covenants and restrictions, 4 Articles of Incorporation say about annual elections and 5 who needs to be elected annually? 6 A I'm not sure. I'd have to research it. 7 MR. SANDERS: All right. This three-page 8 composite exhibit will be No (Plaintiffs' Composite Exhibit No. 10 was marked 10 for identification.) 11 BY MR. SANDERS: 12 Q What does the Florida statute say with regards to 13 providing homeowners within a homeowners association with 14 an annual budget? 15 A I don't know exactly what the Florida statute 16 states. I would have to research that. 17 Q I note in the stack of papers that you've 18 brought -- it's kind of cut off, so I'll have to get you to 19 acknowledge what this is, but it -- I'm assuming it's a 20 budget for Newport Unit Three Homeowners Association for 21 the fiscal year of 2014, but I'm going to let you look at 22 it. And, since it's in the stack, I'm assuming that, but I 23 just want you to either verify that or (Mr. Sanders tendering document to witness.) 25 A It looks to be so, but this was not created by

57 57 1 Kingdom Management. It was created by, probably, the 2 treasurer of the association. It looks like it's got an 3 initial or something up there, too. 4 Q Do you know whose initial that would be? 5 A I have no idea. Probably a board of director 6 approving it. 7 Q Now, was this distributed to the homeowners? Was 8 it included in any mailings? in any packages? Where did 9 this come from, and where was it presented? 10 A As I stated before, this was created by a board 11 of director for Newport Unit Three. We did not distribute 12 this, create this -- anything. 13 Q Okay. So I'll just limit it to Kingdom 14 Management: Did Kingdom Management distribute this or send 15 this to any of the homeowners prior to the annual meeting? 16 MS. SERIG: Objection; asked and answered. 17 THE WITNESS: Not to my understanding, no. 18 BY MR. SANDERS: 19 Q Was this alleged budget included in the proxies, 20 in the notice of the meeting, or anything like that, for 21 the annual meeting? 22 A Not to my knowledge, no. 23 Q Okay. And do you -- well, not you, personally, 24 but does Kingdom Management, now that you are managing this 25 homeowners association, do all mail-outs for the homeowners

58 58 1 association, or do they still mail out matters, themselves? 2 A If the association asks us to do the mail-outs, 3 we will. But I can't say that, if they choose to do one on 4 their own and not notify us -- that being Kingdom 5 Management, not notifying us that they were doing the 6 mail-out. 7 Q Would they normally provide you with notice or a 8 copy of whatever they might be mailing out? 9 A I'm not really sure if they would or not. 10 Q Did a mail-out go to all the homeowners, 11 announcing you as the manager of the Newport Unit Three 12 Homeowners Association for Kingdom Management? 13 A I believe one was created and mailed out, yes. 14 Q And it didn't list Sherrie or Paul as the manager 15 for the homeowners association, did it? 16 A I'm not sure. I would have to look at it again. 17 Typically, they don't, the mailings, or the notices. 18 Q Well, let me just show you one that was sent to 19 Kevin Sanders at 996 North Woodbridge Hollow Road. 20 (Mr. Sanders tendering document to witness.) 21 And I'll ask you if that follows the form of all 22 the other notices that went out. 23 A This follows the form for an introductory letter 24 to homeowners. 25 Q And the date on that is the 17th?

59 59 1 A That is correct. 2 Q And that's the same day that the Notices went 3 out; correct? 4 A The annual meeting notices? 5 Q Yes, sir. 6 A Yes. 7 Q Okay. And the only person's name listed on that 8 is yours; is that correct? 9 A That is correct. 10 Q But your testimony today would at least imply 11 that Sherrie has done a lot of work with this homeowners 12 association; is that a fair assessment? 13 A It would be a fair assessment. 14 Q And you have referred things to her for review 15 and for handling? 16 A Yes; things that I felt needed to be sent to her 17 for handling or a question answered. 18 Q And it was Sherrie who, essentially, worked with 19 the board at the annual meeting on the 30th of January, not 20 you? 21 MS. SERIG: Form. 22 THE WITNESS: Yes. 23 BY MR. SANDERS: 24 Q Are you familiar with an agreement that was 25 entered into with Kevin Sanders and Cameron Sanders, in

60 60 1 Newport Unit Three, to waive dues? 2 A No. 3 Q Never saw that agreement? 4 A No. 5 Q It's never been brought up in conversation? 6 A No. 7 Q Do you know what the status is of the irrigation 8 system that's in Newport Unit Three, or do you even know if 9 they have one? 10 A I am not sure. 11 Q No one's ever brought up to you about setting the 12 irrigation system back up? getting a hookup for 13 electricity? making sure that the water -- and JEA has been 14 paid for that? 15 A Nothing about irrigation, but I was asked to 16 contact a vendor of my choice about supplying electricity 17 to the monument sign area at the entrance of Newport Unit 18 Three. 19 Q But that's to the entrance of Newport III or 20 Newport I, II and III, the main entrance off of I can't think of the name of the street. 22 MS. SERIG: Bertha? 23 MR. SANDERS: Bertha -- no, not Bertha, but the 24 street that -- Harts, Harts Road. 25 THE WITNESS: Woodbridge Hollow Road is where the

61 61 1 electricity was asked to be provided to, or for me to 2 seek a proposal or a bid from a vendor, an 3 electrician, to supply electricity to the monument 4 sign area on Woodbridge Hollow Road. That's just as 5 you're coming into the community for Newport Unit 6 Three. 7 BY MR. SANDERS: 8 Q Okay. And have you followed up on that? 9 A I've only placed a phone call to a vendor. 10 Q Do you recall who you placed a phone call to? 11 A I believe it was Liberty Electric. 12 Q Are you planning on making any other phone calls, 13 or are you just going to wait back until Liberty gets ahold 14 of you? 15 A Yes; we'll wait to hear back from Liberty 16 Electric, or until they submit a proposal to my Q And the electricity, you said, is just for sign 18 purposes? 19 A I believe sign purposes and a possible camera 20 security system. 21 Q And no one has mentioned that there was an 22 agreement signed by the developer, in March of 2005, to 23 allow for electricity to be utilized off of Lot 2, to run 24 the irrigation system? 25 MS. SERIG: Objection; asked and answered.

62 62 1 THE WITNESS: No. 2 BY MR. SANDERS: 3 Q Did you even know there was an irrigation system? 4 A No. 5 MR. SANDERS: Well, I don't have any further 6 questions for you today. Your counsel may have some, 7 or Mr. Hackett may have some. 8 I do want to go ahead and put this budget sheet 9 in that was testified to, for 2014, as No (Plaintiffs' Exhibit No. 11 was marked for 11 identification.) 12 I'm not going to terminate your deposition. I am 13 going to reserve with you, because it looks like I'm 14 going to have to take Sherrie's deposition, to fill in 15 some of the gaps; and, depending on what she says, I 16 want to have access to you, if she disputes something 17 that you said. There's a strong possibility I won't 18 continue your deposition, but I do want to still have 19 access to you. So I'm done for now. 20 Who wants to go first? 21 MS. SERIG: Len, any questions? 22 MR. HACKETT: I have no questions. 23 CROSS-EXAMINATION 24 BY MS. SERIG: 25 Q Just one follow-up, Brian.

63 63 1 When the existence of a quorum is being 2 determined, is it all lots that are counted, or is it the 3 lots that are eligible to vote because they're in good 4 standing with the association? 5 A It's all lots eligible to vote when they're in 6 good standing. 7 Q Okay. So, if it were determined -- say you were 8 right -- and, frankly, I don't know offhand, either, what 9 the amount has to be to establish a quorum. I'd have to 10 look at the documents, myself. But say you're right, and 11 it's two thirds, and two thirds of 33 members were not 12 present; would you conclude that that means a quorum wasn't 13 present or that the count was based on, not necessarily lots, but on the number of people who were eligible to vote 15 at that time? 16 A That is correct. 17 Q That it was based on the number of A That it was based Q I'm sorry. I didn't mean to cut you off. 20 A That it was based on the number of eligible 21 homeowners able to vote. 22 Q And would you have made the determination as to 23 who was eligible to vote, or would that have been the 24 responsibility of somebody else at Kingdom? 25 A That would have been the responsibility of

64 64 1 somebody else at Kingdom Management. 2 Q And, actually, just one other thing I wanted to 3 follow up on: The verification of the proxies. 4 As far as you are aware, is there anything in 5 Chapter 720 that requires the board or the board's 6 management company to call people on the phone and verify 7 their proxies? 8 A No. 9 Q Is there anything in Chapter 720 that you are 10 aware of that requires the board or its management company 11 to do anything to verify the signatures, or have some means 12 of checking the signatures and making sure that they're 13 legitimate? 14 A No. 15 Q As far as you're aware, is a proxy considered 16 legitimate, sofar as all of the necessary information in 17 the proxy is filled out? 18 A No. 19 Q What makes a proxy legitimate? How do you 20 determine? 21 A The homeowner mails it back to us; it's signed, 22 with their name and their address, their current address in 23 the community; and we compare it to the accounting records, 24 to see if the addresses match and/or are in good standing 25 with the association.

65 65 1 Q Now, as far as you're aware, was that process 2 followed in verifying the Newport Three proxies? 3 A To my understanding, it was. 4 MS. SERIG: Okay. No other questions. 5 MR. SANDERS: I'll do a few follow-up ones. 6 REDIRECT EXAMINATION 7 BY MR. SANDERS: 8 Q I'm just going to go back to your testimony, 9 which seems a little different than your cross-examined 10 testimony: You weren't involved, in any way, in 11 determining a quorum; is that correct? 12 A That is correct. 13 Q And that was Sherrie? 14 A Between Sherrie and the board of directors. 15 Q So you don't know what standard she used, but 16 presumably it would be what's in the covenants and 17 restrictions, right? 18 A Correct. 19 Q And you've read those? 20 A Yes. 21 Q Are there any exceptions in the covenants and 22 restrictions that won't allow an owner of property -- or an 23 owner of a lot in Newport Unit Three to not vote? 24 MS. SERIG: Objection; form. 25 THE WITNESS: No. But I believe the Florida

66 66 1 statute does state something, in my vague memory, 2 about homeowners and -- not in good standing with the 3 association, where their vote becomes invalid during 4 an election. 5 BY MR. SANDERS: 6 Q So you don't know that that exists; you're just 7 vaguely remembering something, right? 8 A Yes; from when I was studying for my exam. 9 Q And who would have then -- again, you've supplied 10 me with a bunch of material here, and I'll hand it back to 11 you, if you want. 12 (Mr. Sanders tendering documents to witness.) 13 Where is it, in any of this material, where you 14 or Sherrie or somebody went through and verified who could 15 and could not vote, based on either payment or nonpayment 16 of dues? Is it in there? 17 A Not to my knowledge, no, it's not in there. 18 Q So there's nothing in writing that was contained 19 in the file, or nothing being held off that's not contained 20 here and brought to me today, right? 21 A Right. 22 Q Okay. And you've acknowledged that there's 23 nothing in here which sets out any other standard or even 24 any check of individuals and their standing before the 25 annual meeting, on whether or not they could vote, right?

67 67 1 A In this information; correct, yeah. 2 Q And you've already acknowledged that the Notice 3 went out in a shorter time frame than the 15 days required 4 by the covenants -- 5 MS. SERIG: Objection; asked and answered. 6 BY MR. SANDERS: 7 Q -- right? 8 A It appears so, from the -- from the Notice, yes. 9 Q Now, I think you testified on cross that Chapter does not require any verification of proxies. 11 Are you confident in that? 12 MS. SERIG: Objection; mischaracterizes his 13 testimony. 14 THE WITNESS: I am not confident of what Florida 15 Statute 720 states about that. 16 BY MR. SANDERS: 17 Q What about Florida Statute 617, for 18 not-for-profit corporations, which is what North -- I mean; 19 excuse me -- Newport Unit Three Homeowners Association is, 20 is a not-for-profit corporation? 21 MS. SERIG: Form. 22 THE WITNESS: I believe, yes, Newport Unit Three 23 falls under the BY MR. SANDERS: 25 Q Does it have anything that would either exempt

68 68 1 verification of proxies or require verification of proxies, 2 or you just don't know? 3 A I don't know. 4 Q To your knowledge, though, there was no 5 verification of the proxies? 6 MS. SERIG: Objection; mischaracterizes his 7 testimony. 8 THE WITNESS: Not to my knowledge, no. 9 BY MR. SANDERS: 10 Q And so, if I were to send in a proxy and put my 11 neighbor's name on the return envelope and my neighbor's 12 name on that, you would only go and look to see if that 13 neighbor owned property, and then you'd approve the proxy, 14 based on your cross-examination testimony? 15 MS. SERIG: Objection to form. 16 THE WITNESS: I don't know. I don't BY MR. SANDERS: 18 Q Well, how would you prevent fraud, such as 19 that -- from somebody, say, even on the board of directors, 20 that wants to get re-elected -- from submitting somebody 21 else's name, that they know never participates in this, and 22 then casting a ballot for themselves? How would you 23 prevent such fraud, as a management company for a 24 homeowners association? 25 A I'm not sure how that's done.

69 69 1 Q Wouldn't, I guess, the -- say it's not in the 2 statutes, it's not in 617; if it's not in the bylaws, 3 covenants and restrictions or anything like that, wouldn't 4 it just be smart to check and verify, with a simple phone 5 call, if this is their proxy, and then that could be 6 verified at the meeting? 7 MS. SERIG: Objection; form. 8 THE WITNESS: It might be. 9 MR. SANDERS: No further questions. 10 MS. SERIG: Nothing else. 11 Len, no questions? 12 MR. HACKETT: No. 13 Shelby, give me a call when you get back to your 14 office. I want to discuss a couple of issues with 15 you. 16 MS. SERIG: Okay; sure. 17 We'll read. 18 (Witness excused.) 19 (Thereupon, the deposition was adjourned at 20 approximately 12:00 p.m.) 21 * * *

70 CERTIFICATE OF OATH 6 STATE OF FLORIDA ) ) 7 COUNTY OF DUVAL ) 8 I, Laurie J. Miller, Court Reporter, certify that 9 BRIAN T. HOOIE, personally appeared before me and was duly 10 sworn. 11 WITNESS my hand and official seal at 12 Jacksonville, this 18th day of March Laurie J. Miller

71 DEPOSITION CERTIFICATE 4 STATE OF FLORIDA ) ) 5 COUNTY OF DUVAL ) 6 I, Laurie J. Miller, Court Reporter, do hereby 7 certify that I was authorized to and did stenographically 8 report the foregoing deposition and that the transcript is 9 a true record of the testimony given by the witness. 10 I further certify that I am not a relative, 11 employee, attorney or counsel of any of the parties, nor am 12 I a relative or employee of any of the parties' attorneys 13 or counsel connected with the action, nor am I financially 14 interested in the action. 15 Dated this 18th day of March Laurie J. Miller, Court Reporter

72 72 1 E R R A T A S H E E T 2 This is to certify that I, Brian T. Hooie, have read 3 the foregoing transcript of my deposition, Pages 1 through 4 69, taken on Wednesday, March 5, 2014, and find the same to 5 be correct, with the following exceptions (if any): 6 PAGE LINE WHERE IT SAYS: SHOULD SAY: Brian T. Hooie

73 12345 Brighton Bay Trail North Jacksonville, Florida ========================================================== Phone: (904) March 18, 2014 Shelby Serig, Esquire Cole, Scott & Kissane, P.A Sunbeam Road Jacksonville, Florida In re: Sanders vs. Newport Unit Three, etc., et al. Case No CA Division: CV-E Dear Ms. Serig: This letter is to inform you that the deposition of your client, Brian T. Hooie, which was taken in the above-referenced case, has been transcribed. Please have Mr. Hooie call my office to arrange for a mutually convenient time for him to review his deposition transcript and complete the corresponding errata sheet. Alternatively, I will forward the original errata to you, for execution by Mr. Hooie, should you request a copy of the transcript. If you have any questions or if I may be of further assistance to you, please don't hesitate to call. Cordially yours, Laurie J. Miller, Court Reporter cc: Kevin S. Sanders, Esquire Leonard T. Hackett, Esquire

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