An insider's guide to how the Board manipulates elections

According to "our Board President," a ballot will be sent to each Owner tomorrow to vote on several changes to the governing documents. The ballot has not been posted and it's anyone's guess what it will look like. I'll explain in this post how the Board puts its thumb on elections and why Owners should just say no to every proposed amendment except the amendment requiring open Board meetings.

Here's how the Board approaches such ballots (this is based upon my experience as a Board member and is consistent with the experience of another recent Board member):

• Publish the ballot along with a list of self-serving "frequently asked questions."
• Enlist the Board's supporters to repeatedly call and nag their friends and neighbors to vote as the Board wishes.
• The Board and its acolytes meet and review a list of the Owners and chat about how people are likely to vote (makes you feel kind of warm and fuzzy, doesn't it?)
• Pester those Owners who are persuadable and ignore the deplorables. 
• Use the Club's communications apparatus to publish testimonials from supportive Owners.
• Of course, no air time is given to dissenting views.
• The Board receives periodic reports from the vote manager (in this case, VoteNow.com) about how many people have voted and how the current tally stands. The Board is also provided with a list of which Owners have not yet voted, so the Board and its helpers can focus their lobbying effort on those individuals. No other Owner has access to any of this information.
• Just to be clear, the Board does not receive a report about how any individual member has voted.
• But under no circumstances are the Owners informed of the current vote tally.
• Just the insiders receive this information.
• When the Board has a sense of how the vote is going, it adjusts its strategy:
• If the vote is going the Board's way, it stops publishing reminders to vote, but continues nagging calls to Owners believed to be persuadable.
• If the vote isn't going the Board's way, it redoubles its lobbying efforts.

Here's what you need to know:

• The ballot is not available for review, so it's not possible to make firm recommendations about how to vote.
• The Board has elected to shorten the normal five week open voting period to three weeks]
• Presumably in the hopes that people will vote yes before they understand just how horrible the changes actually are.
• A vote cast is final--there are no do-overs
• There is not a single issue up for vote that is urgent.
• Within a week, the Board will publish the "fixed final price" of the amenities project.
• By the way, the price will be neither "fixed" nor "final"--contracts are always adjusted
• Why vote to further empower the Board until we know what's going on with their flagship initiative?
• My recommendation: Just say no! Vote against every proposed change except the requirement that Board meetings be open to the Owners.

Just as a reminder, the substantive changes of which I'm aware are (I'll probably update this list when I see the ballot):

• Empower the Board to concoct and enforce a "code of conduct" for Board members.
• The "code of conduct" cannot be enforced against sitting Board members (pretty convenient, eh?)
• The "code of conduct: has either not yet been drafted or has been hidden from the Owners.
• The By-Laws already permit the Board to remove Board members for three common sense reasons (excessive unexcused absences from Board meetings, delinquent in paying Club bills, and the Board member's Club privileges have been suspended).
• The "code of conduct" is nothing more than a pretext for the Board to remove Board members who are not hand picked by the insiders.
• Limit the right of Board members to review all corporate documents.
• Only members of the Board Compensation Committee can review "sensitive personnel information."
• How in the world can a Board member discharge his/her duty of care if they can't see documents?
• This provision launders a right for a Board member to rely on a committee into an obligation for a Board member to rely upon committee--even if the Board member doesn't believe the committee warrants trust.
• Eliminate the 610 cap on golf players at the Club.
• The Board promises that they'll use "levers" to prevent the Club from being overrun by users of the golf courses.
• Just a reminder that this is the same Board that promised to deliver the amenities for $16.5 million by the middle of 2023.
• And which has been unsuccessfully "negotiating" a solution to the seawall dispute for over three years.
• I didn't believe the promise about the amenities project and I don't believe that they'll manage capacity unless there is an absolute constraint imposed on them (i.e. the 610 golf player cap) 

What happens if the initiatives are defeated? In a word: nothing.

• A code of conduct is unnecessary.
• The Owners already have the right to vote to remove Board members at any time for any reason.
• Keeping "sensitive personnel information" secret is simply outrageous.
• We elect the Board to represent us and rely upon their judgment to demand access to whatever documents are necessary for them to comply with their duty of care.
• Frankly, I don't know how anyone could serve on a Board where they don't have access to all corporate documents.
• Please note that having a right to view documents isn't the same thing as actually looking at the documents--the right to review the course documents keeps the committees honest.
• Lifting the 610 golf player cap treats a symptom:
• Either the "levers" available to the Board are sufficient to keep the number of golf players below 610 or they're not.
• If they are, you'll never reach the 610 limit.
• If they aren't, the answer is to enhance the levers--not to eliminate the 610 golf player limit.

JUST SAY NO TO EVERYTHING BUT OPEN MEETINGS! The only changes that are important are opening the Board meetings to the Owners and eventually dealing with the 610 golf player issue. Vote for open meetings and require the Board to come up with a substantive plan that will balance the need to have golf memberships readily available with protecting our most important asset--access to our outstanding golf courses. Once the Board comes up with proposals that enhance our community rather than further building a wall of secrecy and entitlement around thew Board, I hope to be able to support those governance document amendments. But for now, NO!