Voting on Governance Issues (updated February 9)

"If you do not take an interest in the affairs of your government, then you are doomed to live under the rule of fools." Plato, circa 375 B.C. 

Governance is boring. But Colleton River is our home and how we're governed is important. I don't care whether you agree with my views--but I care very much that you take enough of an interest in the affairs of our community to make an informed choice about the future of our Club.

In a nutshell:

• There's no reason for the Board to rush through a vote on changes to our Club's governing documents (particularly since those final changes have not yet been disclosed).
• The changes proposed by the Board include substantive changes that will shift power from the Club's Owners to the Board.
• Based upon past performance, the Board will likely continue with its practice of stacking the deck to improve the chances of the Owners approving their power grab.

 The Board has promised two things about a vote to amend the Club's governing documents:

• The vote will occur in mid-February
• The Owners will have a chance to vote on individual changes to the governing documents.

What's the hurry? Why vote this month? The Board has stated that it wants to hold the governing document amendment vote before any Owner vote that may be required if the amenities project is over-budget, as well as behind-schedule.

My initial review of the proposed changes to the By-Laws provides some analysis of the changes proposed by the Governance Committee. The Board has indicated that it would make some changes to the Governance Committee's recommendations, but no such changes are yet reflected on the Club's website. The substantive changes proposed by the Governance Committee represent a power shift from the Owners to the Board.

Before the Owners vote on further empowering the Board, the Owners should have an opportunity to review:

• The final copy of the proposed amendments before they see the proposed amendments in the ballot. The devil's in the detail when it comes to governing documents.
• The report of the 2021 Finance Committee's "deep dive" into the Club's finances. This report is rumored to be near completion. 
• The "firm fixed-price bid" for the amenities project that is supposed to be available during February. I have no idea what that bid will be. 

Perhaps a review of those important documents will make the Owners eager to further empower the Board. Perhaps not.

I don't know how the proposed amendments will be presented to the Owners for a vote. But based upon my experience representing nonprofit corporations, there are two paths available to the Board (and, of course, many variations exist on these two themes):

• A neutral presentation:
• The "housekeeping" changes would be aggregated into a package to be voted on.
• Housekeeping amendments would be changes that do not affect the balance of power between the Owners and the Board.
• For instance, fixing typos and changing the legal name of the Club (i.e., Colleton River Plantation Club, Inc.) to the currently used name of "Colleton River Club" are "housekeeping."
• Barring Board members from reviewing all corporate documents, empowering the Board to establish a "code of conduct" and then use that "code of conduct" to fire Board members, and requiring open Board meetings are substantive changes.
• The relatively small number of substantive changes would each be voted upon individually
• There would probably be less than ten substantive changes.
• The Board certainly has the right to make a recommendation on each amendment presented to the Owners for a vote.
• Conduct information sessions to answer questions by the Owners.
• The hard sell:
• List each and every change (there are apt to be many housekeeping changes) for a vote.
• But offer the Owners a chance to check one block to vote for the amendments recommended by the Board and against the amendments opposed by the Board.
• Owners who have little time to review governance documents will have the choice of: (a) not voting; (b) spending time trying to separate housekeeping from substantive changes and deciding how to vote; or (c) simply checking one block.
• Establish telephone trees to nag Owners into voting the "right way." Like the amenities vote--and we all know how well that's going.

Based upon past performance, I'd be quite surprised if the Board chose anything resembling a neutral process. Whether it was the hard sell for the amenities or putting its thumb on the scale of the 2021 Board election, the last thing the Board wants is to simply inform the Owners of the pros and cons of each recommended amendment and then let the Owners decide.

Each Owner should become informed and vote the way they believe is best to protect their investment in our Club. I don't particularly care how any individual Owner votes. But I care a lot that each Owner understand the pros and cons of each issue and makes an informed decision. So take Plato's advice and take an interest in the affairs of our Club.

UPDATE: I checked this morning (February 9) to see whether updated governance documents were available on the Club's website (they don't appear to be, but you can't tell for sure because the redlines are not time stamped). During this check I noticed that the "redline" of the changes to the By-Laws failed to show at least one change. As those of you who have negotiated contracts know, accurate redlines are critical to understand what changes are being proposed. The redline on the website fails to show in the redline that the "absolute right"of a Board member to inspect Club records has been downgraded to a "right." At best, this is a clerical error that demonstrates that the proposed amendments are "not ready for prime time." At worst, one wonders whether the omission was intentional and what other changes have been made and not shown in the redline. This erroneous redline is yet more evidence that the Board is rushing to push through a vote on amendments to the governance documents without the Owners having adequate notice.