Initial Thoughts on the Governance Ballot

I just mustered up the energy to print out the governance ballot that was sent out yesterday. There are 94 pages to read, so it will take me a while to wade through the verbiage. Winston Churchill said that: "in war, truth is so precious that she should always be attended by a bodyguard of lies." The Board is using a bodyguard of banal changes that do affect the Owners one way or another to cram through some power grabs that are not in the best interest of the Owners (see first bullet point below). Here are some initial thoughts:

  • While there's always room for improvement, there's little wrong with our current governing documents. More importantly, the proposed changes do not address some of the needed changes (e.g., a requirement that a third party be used to count the ballots (the Board has used a third party to count ballots--but they don't have to--the Board can count the ballots themselves if they feel like it). If you vote no to each and every proposed change, it will have no impact whatsoever on the operation of our Club. If a change is required, the Board will come back with a clean ballot and a good argument why the change is required.
    • To the contrary, at least three of the proposed changes will worsen our governance: a "code of conduct" that empowers the Board to fire Board members elected by the Owners; a provision that purports to impair the ability of Board members to discharge their duty of care; and a knee jerk reaction to a membership issue treats symptoms rather than addresses the underlying problems.
  • As is its wont, the Board has stacked the deck in favor of the outcome that it wants.
    • Owners are given the opportunity to vote in favor of all changes by checking one box.
      • But no such option is available for voting against everything--you have to vote against each of the 26 proposed changes individually. 
  • Ballots generally state when the Board is unanimously in favor of a ballot initiative. In this case, the language used is "strongly" rather than "unanimously." 
    • This may mean one or more Board members was troubled by the Board's power grab. Maybe not. But we'd know if we had open meetings!
  • The Board has indicated that the ballot will be open for three weeks, which is much shorter than has historically been the case (just be way of comparison, last year's Amenities Ballot was open for over six weeks).
    • The Board also indicated it wouldn't be making nagging phone calls to Owners.
    • But it didn't say it wouldn't receive secret reports from Vote-Now.com about the current tally and the identities of Owners who had not yet voted.
      • Prohibiting these types of communications with the vote counter in the middle of a vote would be a good change to the governing documents--just saying.
I imagine that quite a few of the proposed changes are harmless. But I won't know that until I've read them. I note that reviewing the ballot is particularly hard because the Board doesn't have a good record of including all changes in redlines. Here's how the Board hopes the Owners will behave:

 GOVERNANCE DOCUMENTS ARE BORING--I HATE TO READ THEM! SO DO I--LET'S JUST VOTE FOR THE BOARD'S GOVERNANCE CHANGES! | image tagged in couple talking | made w/ Imgflip meme maker

Don't be like them. Make sure you're fully informed about the changes before you vote. If you want to vote now, just vote against Ballot Items 1-26 and in favor of Ballot Items 27-28. DON'T FORGET TO VOTE "DO NOT APPROVE SLATE" IN BALLOT ITEM 2--OR YOU'LL RISK HAVING YOUR VOTE NOT COUNTED.

I'll have a more complete analysis of the Ballot by the end of the week.

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