On April 19th, 2022, the Owners Group asked Glenn Chamandy and Sunil Chatrani, on behalf of PSI and the HOA, to answer the following 65 questions and provide the substantive documentation and information therein requested to the membership of HOA in writing in advance of, or at the annual membership meeting in April 2022. None of the 65 questions were answered at the annual meeting, and to date none of the 65 questions has been otherwise answered by PSI and the HOA.
Organization of the HOA and Control of the HOA
(1) Did Garth Patterson, the incorporator of the HOA, in the Certificate of Incorporation of the HOA dated 22 February 2006 appoint Charles O. Williams, Roger D. Gooding and Gerald G. Barton as the First Directors of the HOA? If the answer to that question is no, please advise the membership of the HOA who appointed the First Directors of the HOA.
(2) Did Charles O. Williams, Roger D. Gooding, and Gerald G. Barton, as First Directors of HOA ever appoint successor First Directors of the HOA pursuant to Section 12.2 of the HOA Bylaws? If the answer to that question is yes, please provide the membership of the HOA with a copy of such appointments and resignations, if applicable.
(3) Did Charles O. Williams, Roger D. Gooding and Gerald G Barton resign or die while serving as First Directors of the HOA? If the answer to that question is yes, please provide the membership of the HOA with the date of death of each such First Director or a copy of his resignation as a First Director of the HOA.
(4) Do the Bylaws of the HOA authorize the Developer to appoint successor First Directors of the HOA? If the answer to that question is yes, please provide the membership of the HOA with a copy of the pertinent provisions of the HOA Bylaws that grant such power and authority to the Developer.
(5) Were the 2006 HOA Rules in effect on 3 February 2020, the day the Deed of Assignment of Developer Rights, Title, and Interests for the Apes Hill Club Development was executed by the Developer and the Bank and delivered to PSI (“Deed of Assignment”). If the answer to that question is yes, please provide a copy of the 2006 HOA Rules with all required HOA approvals attached thereto, to the membership of the HOA.
(6) Was the Deed of Assignment made pursuant to the Bylaws and the 2006 Rules of the HOA? If the answer to that question is yes, please provide the membership of the HOA with the specific provisions of the Bylaws and the 2006 HOA Rules that authorize the Developer to assign to PSI the right to appoint First Directors or any directors to the Board of Directors of the HOA or allow the Developer to assign its rights in the HOA to PSI, without PSI also assuming the Developer’s obligations to the HOA.
(7) What obligations did the Developer have to the HOA on 3 February 2020 that were not assumed by PSI?
(8) Was the Deed of Assignment approved on behalf of the HOA by Charles O. Williams, Roger D. Gooding or Gerald G. Barton before their deaths or resignations as First Directors of the HOA? If the answer to that question is yes, please provide a copy of such approvals to the membership of the HOA.
(9) Before their deaths or resignations as First Directors of the HOA, did Charles O. Williams, Roger D. Gooding or Gerald G. Barton appoint E. Adrian Meyer, Brian Lemessurier and Edward Ince as Successor First Directors of the HOA? If the answer to that question is yes, please provide the membership of the HOA with copies of such appointments.
(10) If E. Adrian Meyer, Brian Lemessurier and Edward Ince were appointed as Successor First Directors of the HOA by Charles O. Williams, Roger D. Gooding or Gerald G. Barton before their deaths or resignations as First Directors of the HOA, did E. Adrian Meyer, Brian Lemessurier and Edward Ince appoint Anthony Audain, Sunil Chatrani and Roddy Carr as Successor First Directors of the HOA? If the answer to that question is yes, please provide the membership of the HOA with copies of such appointments.
(11) Have the 2006 HOA Rules been amended, repealed, or replaced by subsequent HOA Rules? If the answer to that question is yes, please provide the membership of the HOA with all documentation approved by the HOA amending, repealing, or replacing the 2006 HOA Rules.
(12) Does the Board of Directors of the HOA intend to hold an Annual Meeting of the members of the HOA in 2022 at which the business of the HOA may be conducted, including the election of directors? If the answer to that question is yes, please advise the membership of the HOA of the anticipated date for such a meeting.
(13) Are any of the current directors of the HOA, members of the HOA? If the answer to that question is yes, please provide the membership of the HOA with their names, residence addresses and their business relationships with PSI.
(14) Does PSI and the Board of Directors of the HOA want the members of the HOA to support the development of Apes Hill into a world class golf community? If the answer to that questions is yes, please advise the membership of the HOA how that is possible when the members of the HOA are denied the opportunity to elect the Board of Directors of the HOA; when PSI takes the position that it has the right to appoint directors of the HOA who have no fiduciary duties or obligations to the members of the HOA and have undisclosed business relationships PSI; when the HOA continues to be unable to issue Financial Statements with the approving opinion of the auditor of the HOA; when PSI does not pay dues to the HOA; and when PSI, for all intents and purposes, operates the HOA as a private company for its own benefit.
(15) Does the HOA maintain an accurate list of the names and addresses of its members? If the answer to that question is yes, please provide access to this list to the membership of the HOA in advance of the MIM scheduled for 28 April 2022.
(16) What books and records of the HOA are now available for inspection by the membership of the HOA?
(17) Do all members of the HOA receive all communications that have been sent by or on behalf of the current Board of Directors of the HOA? If the answer to that question is no, please provide the membership of the HOA with copies of all such communications.
The Financial Statements of the HOA
(18) What is the total amount of PSI dues that has now been waived by the HOA?
(19) What provision in the HOA Bylaws or 2006 HOA Rules allows the Board of Directors the HOA to waive the dues of a member of the HOA?
(20) Have the dues of any other member of the HOA ever been waived? If so, whose dues and in what amounts?
(21) Since PSI took control of the HOA in 2020 what is the total amount of accounts receivable of the HOA that have now been written off?
(22) What is the total amount of HOA accounts receivable that have now gone to collection and/or foreclosure?
(23) What is the total amount of HOA accounts receivable that have gone to collection and/or foreclosure that have now been written off?
(24) What is the total amount of HOA accounts receivable that have gone to collection and/or foreclosure that has now been collected by the HOA either by payment in legal tender or by the conveyance of properties to the HOA?
(25) Will the HOA be providing the membership of the HOA with interim financial statements during 2022?
(26) Does the HOA now own any Common Property as defined in the Bylaws of the HOA?
(27) How much has PSI spent to date in providing amenities, upgrades and maintenance to Common Property that is still to be conveyed by PSI to the HOA?
(28) Are there any documents showing what amenities to the Common Property were required to be provided by the Developer but were not provided by the Developer? If the answer to that question is yes, please provide such documentation to the membership of the HOA.
(29) Has the Common Property to be conveyed to the HOA by PSI been defined and has the HOA and PSI agreed upon the terms and conditions of its conveyance to the HOA? If the answer to that question is yes, please provide the membership of the HOA with copies of all relevant documentation.
(30) Footnote 1 of the 2021 Financial Statements of the HOA (the “financial statements”) states that the HOA “is controlled by the homeowners within the Apes Hill Club Development.” Is that statement accurate?
(31) Footnote 1 of the financial statements further states that the principal place of business of the HOA “is located at ‘Spring House’, St. James, Barbados.” Is that statement accurate?
(32) PricewaterhouseCoopers SRL (“PWC”), the auditor for the HOA, was unable to express an opinion on the financial statements because among other reasons, “[t]here were no satisfactory audit procedures that we could have performed to obtain reasonable assurance that the homeowners, accounts receivable, and the members due financial statement line items …were properly recorded. As a result, we were unable to determine whether any adjustments would have been required to financial statement line items or the related elements making up the statements of comprehensive loss, changes in equity and cash flows relating to the comparative information as disclosed in these financial statements.” Does that disclaimer call into question the validity and accuracy of the financial statements and suggest that the financial statements cannot be relied upon by anyone for any purpose? If the answer to that question is no, please explain or ask PWC to explain that position to the membership of the HOA at the MIM.
(33) Will PWC be available to answer questions at the MIM that is now scheduled to be held via ZOOM at 10am on 28 April 2022? If the answer to that question is no, please advise the membership of the basis and justification for that position.
Re-subdivision of the Apes Hill Development
(34) Where can the membership of the HOA review and copy the currently approved subdivision map for the Apes Hill Club Development?
(35) Has an application been filed by PSI to re-subdivide the Apes Hill Club Development? If the answer to that question is yes, please provide the membership with access to the complete re-subdivision application.
(36) If a re-subdivision application has been filed by PSI, what is the status of that application?
(37) When will the membership of the HOA be able to review and copy the proposed re-subdivision map and application?
(38) How many additional lots does PSI anticipate developing in the Apes Hill Club Development if it is re-subdivided?
(39) How does PSI expect to meet the water requirements for any re-subdivision application of the Apes Hill Club Development to be approved?
(40) Doesn’t the HOA have a strong interest in knowing what Common Property will remain after the re-subdivision of Apes Hill Club Development?
(41) Doesn’t the HOA have an obligation to advise its members of any re-subdivision application of the Apes Hill Club Development made by PSI and provide them with copies of any comments the HOA has given to the planning authorities during their deliberative process? If the answer to that question is yes, please provide the membership of the HOA with the reasons why no notice has been given to the membership of the HOA that a re-subdivision application has been filed by PSI and why no copies of comments given to the planning authorities by the HOA have been shared with the membership of the HOA.
GARDEN WALL HOMEOWNERS ASSOCIATION, INC (“GWHOA”)
(42) Who are the current officers and directors of the GWHOA?
(43) Are any of the directors of the GWHOA homeowners or lot owners in the Garden Wall Community and members of the HOA.
(44) Has an auditor for the GWHOA been appointed, and if so, who is the auditor and when was the appointment made?
(45) Does the GWHOA have Bylaws, Rules, and Financial Statements? If the answer to that question is yes, please provide copies of such Bylaws, Rules, and Financial Statements to the members of the GWHOA.
(46) Under what authority has PSI and/or the HOA taken control of the books and records of the GWHOA?
(47) Is PSI and/or the HOA willing to make all books and records of GWHOA available for inspection by the membership of the GWHOA? If the answer to that question is yes, when, and how will that happen?
(48) What is the current legal status of the GWHOA and why and under what authority has it ceased to function?
(49) Does the GWHOA plan to hold an Annual Meeting in 2022 at which the business of the GWHOA may be conducted by its members, including the election of a Board of Directors?
(50) How many of the lots under construction by PSI in the GWHOA are now under contract of sale?
(51) How many of the lots owned by PSI in the GWHOA have now been conveyed by PSI to third parties?
(52) Has the GWHOA been dissolved? If the answer to that question is no, please explain why that has not happened.
(53) Where are the offices of the GWHOA located and who is in physical possession of its books and records?
(54) Is PSI selling, or does it expect to sell, villas in the GWHOA without covenants running with the land to the GWHOA?
(55) Is the GWHOA still responsible for the upkeep and maintenance of the villas in the GWHOA? If the answer to that question is no, please advise the membership of the HOA how and under what authority that responsibility has now been taken over by the HOA.
Apes Hill Club
(56) How many members of the HOA have now filed applications for membership in the Apes Hill Club?
(57) What happens if a membership application from a member of the HOA is denied?
(58) What experience does PSI have in developing and managing a world class golf community?
(59) When will the Apes Hill Club cease to be a trade style for PSI and be incorporated as a separate legal entity?
(60) Will the Apes Hill Club have officers, directors, shareholders, bylaws, and rules? If the answer to that question is yes, please provide the membership of the HOA with the names of the proposed officers, directors and shareholders of the Apes Hill Club and copies of its proposed bylaws and rules?
(61) What agreements are there, if any, between the HOA and PSI? If there are any agreements, please provide the membership of the HOA with copies of all such agreements.
(62) Who are the current employees, officers, directors, and shareholders of PSI?
(63) Are any of the employees, officers, directors, and shareholders of the PSI, also directors of the HOA?
(64) Has PSI changed its name to Apes Hill (Barbados) Inc?
(65) Do you object if the Society publishes your answers to the questions herein presented on its website? If you do, please explain the reasons for your objection.