Keeping it Transparent and Accountable

2011 Board of Directors 2/19/11

So the hew and cry of the Members for the past several months and the campaign rhetoric for the candidates for the same time was 'transparency and accountability'.

While the 'newly elected' board is in its infancy and will necessarily have to try and nest into their new responsibilities we must not let down the vanguard of idealism espoused at every opportunity lest the TRUST issues that were claimed to exist prior to the election should begin to disintegrate!

To rightly and legally establish the transition of one Board and its officers to the next, Minutes by the Secretary of record at the commencement of the Annual Board Meeting must be approved by the Board and signed by the Secretary of record at beginning of the Meeting. That record must conscientiously reflect what happened/was done at the meeting. Because those Minutes are crucial to the 'business of the corporation' they should be done as quickly as possible to allow the newly elected Board to function. However, expedience cannot be the sole motive.

On February 28, 2011, during discussion of the very Minutes, the President of the Board disagreed the statement from the Minutes: " The President called for the formation of a Search Committee to find a local attorney with experience in Homeowners Association law.   The committee is made up [See Approved Minutes for list of names on website.] and tasked with reporting back on their search results by the next Regular Board Meeting.

The motion by Mr. [see copies of actual approved Minutes; names are available on the website] and [see copies of actual approved Minutes; names are available on the website] was tabled until the next Regular Board Meeting." 

As a result of her objection to the word 'Regular' another director moved to amend the Minutes to remove the word Regular and it was seconded by another director. During the discussion the comment was raised by yet another director they recalled it was in fact the 'regular' meeting where the discussion was set to happen. The President disagreed using faulty recollection and equally faulty reasoning. She contended that because other motions subsequent to this one said 'special' this one should say 'special' as well. Please request a copy of the Video from the Business office and watch the portion of the video that starts about 17 Minutes into the meeting.

Now, is this important? As to the way the reality of the discussion worked out, NO! In fact, the actual findings and discussion of replacement attorneys is immaterial to the actual statements made during the previous meeting. It is however imperative to have a complete and correct legal accounting of what is done at all Corporate Meetings. For instance, simply because someone may have 'intended' for something to be done one way, if it was in fact done another, and intent is not represented then the intent is inconsequential at least as far as the actual record is concerned. 

Now, what should happen? The Minutes should be amended ONCE AGAIN to reflect what actually happened at the meeting. Will the same folks who cried for 'transparency and accountability' while they sat in the audience feel so inclined now when faced with a mistake as Directors? Time will tell. I hope so. It would be great to see the transition of all matters cleanly and quickly completed for the good of the Membership. We certainly learned what happens when a disgruntled bunch refuse to work for the Membership by refusing to sign Minutes and then distributing rumors as truth to the Financial Institutions being used at the time.

In case you don't get the sequence clearly the following evidence exists the Motion to Amend the word 'regular' from the Minutes was wrong because:

• 1.     The Director of record making a motion to terminate our current counsel requested a deadline when the search for a new attorney would be completed. He agreed to ‘the next meeting’ before he ‘withdrew’ then changed to ‘table’ his motion to terminate Michael Thomas.

• 2.     When the Secretary wrote the motion she specifically clarified with a question ‘Regular Meeting?’ and no one corrected her. If you look to the right of the Secretary, the director seated there nodded her head yes.

• 3.     The notion of a Special Meeting was not entertained until the Board found out the Minutes of that meeting had to be approved in order to complete the transition with regards the financial institutions. That discussion happened immediately after the discussion of the Attorney.

 What should you do? First, check back here to find out the determination of the President on this matter. Then, be at the meeting on Saturday, March 12th at 10A at the Recreational Facilities. Be prepared to raise an objection if the Minutes do not correctly reflect the historic record of the 2011 Annual Board Meeting as evidenced by the video record of the meeting. Remind them of their repeated concerns about 'transparency and accountability'.