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Further thoughts on the Governance Documents

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This post is adapted from an email that I sent to 75 friends and neighbors last night. The bottom line is that it's easier and safer to simply vote in favor of: (a) changing the Club's name (Ballot Item #1); (b) the Flynn proposal (Ballot Item #27); and (c) the Rattacasa proposal (Ballot Item #28) and against everything else . There's no reason to rush through changes to the governing documents. Make the Board come back with a power-grab free ballot to make the housekeeping changes. There are three major issues facing our club:   The outstanding ballot on governance issues. The amenities project. The seawall dispute.   The Governance Ballot   The governance ballot contains quite a few issues that are actually “housekeeping” in nature, but it contains at least six issues that are significant. Please note that the ballot is designed to be a trap for the unwary.  You must first vote “do not approve slate” in Ballot Item #2, and then vote individually on Ballot Items # 3...

Does the Board's Letter of February 25 make sense? (edited 2/26 to add Jim Flynn)

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The Board has issued another missive this afternoon in an effort to set the Owners straight on the governance ballot. Apparently this Blog and Jim and Marcie Flynn's meetings with Owners to discuss governance issues have made too many of the natives restless. I feel like David against Goliath as the Flynns and I pretty much singlehandedly attempt to debate the Board, the Governance Committee, and the Club's attorneys. I also feel like I'm playing whack-a-mole in clarifying the misleading impressions left by the Board in its communications. But first, it's important to remember that under our governing documents (at least the currently effective ones), the Owners--not the Board--make the major decisions around here. And the governing documents--like our country's constitution--are in place to restrain the Board: Now let's go through today's missive point-by-point to put it into perspective (here's a link to the Board's missive , in case you want to ve...

The Seawall Lot Owners sue the Club

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While the Board has been focused on trying to push through unwise changes to the governing documents , the seawall lot owners have filed suit. Here's a  copy of the complaint  if you're interested. I prepared a summary of the seawall issues  a couple of months ago. Just how big an issue is this? In its most basic form, the replacement cost of the seawall is probably about $12 million, of which $2 million is attributable to the 17th hole and community dock (which are the responsibility of the Club). So the question is how the potential replacement cost of $10 million is shared between the seawall lot owners and the Club. The 32 seawall lot owners would have an exposure of about $300,000 if they were solely responsible and the 565 owners of the Club would have an exposure of about $18,000 each if the Club was solely responsible. Stay tuned. At least this dispute is out in the open now where all of the Owners can follow the dispute. 

Initial Thoughts on the Governance Ballot

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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 chan...

What do the Owners want our Club to be?

There are many important issues facing our club. But perhaps the most important issue is what kind of club our members want. While there are many variations on each theme, we need to choose between: An exclusive upscale golf-centric community with easy access to superior golf courses and other amenities on offer. This model would have about 550-600 members. A vibrant country club that offers many amenities, among which would be golf. We would have 700-750 members and would closely resemble Belfair.  Three years ago, the Board revisited our strategy. In March 2019, there were 29 lots for sale (including 13 so-called "dollar lots") and 30 houses for sale (half of which had asking prices of less than $1 million). About 400 houses had been built in the Club. The media published article upon article about the death of the gated golf community and, indeed, the decline of golf. Based upon those facts, the Board adopted a strategy of: Controlling our destiny (i.e., buying out the dev...

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 per...

What are the legal consequences of the Board's proposed Governance Power Grab?

 Two of the proposed governance document changes near and dear to the Board's heart are establishing a  "code of conduct"  for Board members and depriving Board members of their "absolute right" to review  "sensitive personnel information" . The "code of conduct" is a transparent attempt to be able to silence Board members who refuse to "go along and get along" with the Board majority. The effort to limit Board members' access to "sensitive personnel information" is intended to create an environment where not only the Owners of the Club, but also a majority of the Board, would be kept ignorant of the compensation and objectives of  management . But each of these proposed changes may have legal consequences. It would be quite reckless to propose these changes without taking legal advice on the possible consequences of these changes. If the Board (and individual Board members) haven't received such advice, perhaps th...