The Board's Governance Power Grab

I post essays from time-to-time on issues that I believe will interest Colleton River Owners. If you would like to be notified when new posts are available, you may "follow" this Blog by clicking on the three lines in the top left hand corner of the home page and following the instructions. People who "follow" this Blog are interested in reading the content--no more and no less. Following is not the same as agreeing with what I have to say.

In the January 31 "Communique," the Club announced that it would be sending out sometime in mid-February a ballot for  proposed changes to the governance documents. The Communique provides a link to the Club's website, which doesn't have final versions of the proposed changes. The minutes of the December 14 Board meeting indicate that two changes may be made to the proposed revision to the By-Laws: (1) the proposed By-Law that requires Owners to vote for establishment candidates regardless of whether the Owner wants to vote for the establishment candidate (the ban on so-called "bullet voting") would be abandoned and (2) two-thirds of the Board would be required to remove a Board member for a violation of a yet-to-be-drafted "code of conduct" The current language on the website does not include such changes. In addition, in the January Board President's letter, he stated that a proposal to eliminate the cap on the number of golf players would be presented to the Owners for a vote. But the way things are shaping up, the Owners won't see the actual proposals until the ballot goes out. Kind of reminds me of Nancy Pelosi and Obamacare.

Colleton River's governing documents: (1) provide the Owners with a significant role in the Club's governance; (2) delegate to the Board the power to act on specific issues; (3) and give the Board President power to act only when the Board President is part of a five director majority. In December, I summarized my initial thoughts on the proposed revisions to the By-Laws that had been provided to the Owners--see https://colletonskeptic.blogspot.com/2021/12/the-proposed-changes-to-by-laws-just.html. It's worth noting that the Board apparently continues to support the revision to the By-Laws which purports to bar Board members from receiving compensation information about Club employees. 

One explanation for these changes is that the Club's insiders are worried that more non-establishment candidates may be elected to the Board and their plan is: (1) limit the ability of duly elected Board members to obtain compensation information about Club employees; (2) empower the Board to adopt a "code of conduct" that handcuffs the ability of duly elected Board members to comply with their duties of loyalty and care; and (3) permit the Board to remove directors who have been elected by the Owners and have allegedly violated the "code of conduct."

Perhaps the Club would be better off if the Board were more worried about the Club's strategy and bringing in the amenities project on-time and on-budget and less worried about amending the By-Laws to give themselves more power.  

Comments

  1. BellFebruary 2, 2022 at 2:49 PM

    On the Board conduct matter, when the whole board, except for 1, violates our By-laws, how does any single Board member protect themselves from a trumped up "code of conduct" violation. Gang of 8 vs 1.

    We had the situation in 2021 where all Board members, except for 1, violated our By-laws and withheld financial information from a sole board member who had the absolute right to that information.

    ReplyDelete

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