March 8, 2004
WILL THERE BE A QUORUM?
To all fellow Harbour Square Owners:
As we all know, this will be the first year we will cast a mail-in ballot for the election of directors which many owners in years past considered the highlight of the annual meeting. What is yet to be learned will be how this will affect attendance at this and future annual meetings. Will there be the required 89 in attendance in person or by proxy so we may hear the results of the election as well as the state of the corporation and other important business on the agenda or that may be brought before the corporation, or will owners be satisfied to just read the annual report and wait to hear the election results the next day feeling that they have done their civic duty by mailing in their ballots for directors? There is the very real possibility that if enough owners do not show up in person or by proxy that this and future annual meeting attendance will dwindle to the point that they may have to be rescheduled, a consequence that is both inconvenient and costly.
Direct participation in the election process through the use of a mail-in ballot is obviously an improvement over letting other owners cast your vote for the important selection of new directors. It would be great if we could expand the use of mail-in ballots on other occasions to allow owners the opportunity to vote their own conscience on important decisions other than the election of directors.
If you cannot attend in person, please give your proxy to a trusted friend so that we can meet both quorum requirements for this year’s meeting. Please make sure that the person you wish to give your proxy to can accept your proxy as only two proxies per unit is the new rule. We need:
This new elections process, the two petitions for proposed by-law revisions and other important corporation business are all important reasons to be there in person if at all possible.
I urge you to attend this important meeting.
I hope to see you there!
Sincerely,
Jann Couch, N714
P.S. Please note that there is a second important petition to vote on the revised by-law proposals one-by-one that the board has not yet distributed to the membership. Please request your copy from management so you can become familiar with the changes prior to the vote. SEE THE ATTACHMENT FOR MORE INFO.
THE SECOND PETITION TO VOTE ON REVISED BY-LAW PROPOSED CHANGES ONE-BY-ONE
Did you attend any of the recent community meetings to discuss the proposed by-law revisions? Since the signers of the original petition were denied requests to have an advance copy of the legal opinions that the board held for at least 18 days before they released it to the community and because there was overwhelming support to create an opportunity to vote for a revised set of proposed by-law amendments one-by-one, we quickly set about incorporating some recommended changes offered by council and others as soon as we got our copy in the mail and submitted the revised proposal to the board on March 1, 2004 well before the distribution deadline.
It is important to point out that since the board did not permit a discussion of the second petition and the revised by-law proposals at the March 4, 2004 community meeting, and the board has now missed the required deadline to have the second by-law petition and revised by-law language distributed to owners, I urge you to request your copy from management so that you may familiarize yourself with the revised by-law proposals prior to the vote on the floor at the annual meeting. The second revision contains important further clarification of language that will help keep things in perspective.
The revised by-law proposals further clarify and put to rest the major concern expressed by the attorneys and the board. These proposed by-law revisions including #63 DOES NOT reduce the quorum requirements for amending the by-laws and quiets the unfounded concerns that the banks could consider withholding financing from the corporation or individual owners because of these amendments.
There is
actually nothing in the proposed by-law revisions that any board could
not now institute on its own if it chose to do so. Some evidence of this are
the two small concessions the board has made-the recently re-instituted
policy to allow owners to speak before board meetings instead of after (or
not at all) as has been the case this year, even though we still are somewhat
hampered by the requirement to sign in ahead of time-a rule this board
instituted-and we are still unduly bridled by this new policy that allows
owners to only speak on agenda items and that our comments are not yet
considered important enough to be included as part of the record. The other
recent announcement from the board is that there will finally be a notebook in
the library containing committee meeting minutes which a past president who is
the current ad hoc by-laws committee chair and others of his committee strongly
objected to during their review process. During the “meet the candidates”
session, the incumbents were challenged to adopt a policy to record their
individual votes so owners can check their voting record and history—a major and
important concession that again without by-law revisions could be reversed by
another board.
Since each board exercises its authority differently, these proposed by-laws are intended to give some assurances that owners can expect consistent, fair and open governance from board-to-board and year-to-year. Some have questioned the need for the three PERMANENT committees as two of the three recommended permanent committees already exist as standing committees that “serve at the pleasure of the board,” and there were again unfounded concerns raised that these permanent committees outlined in the proposed by-laws would somehow strip the board of its powers. It takes no power away from the board to have a permanent elections, financial advisory and (new) ombudsman committee selected by the membership instead of appointed by the board. Many communities have similar permanent committees. It DOES add a higher level of integrity to the duties performed by these committees and further removes the possibility that these valuable committees might be easily dissolved as has happened in the past.
The current standing financial advisory committee has not lived up to its charter which stipulates that it was to report at least quarterly to the board especially on matters of deficit spending and appears not as I have tried to verify, offered any opinion on the renovation budget, the long range plan or the recent board consideration of yet another mortgage. Member-selected permanent committee chairman, in my opinion, would be more inclined to feel a deeper accountability to the membership since he or she could be removed by the membership under the same terms as board members if they fail to live up to reasonable expectations.
Owners deserve and desperately need a better appeal system especially when their ownership contracts are used as leverage against them when they are accused of major or minor infractions of the rules. We as owners should also be given equal opportunity to ask for and be given a less cumbersome forum than a hearing or special meeting to work out other less personal problems such as a general disagreement over a policy, rule or board decision that others may also object to. The current hearing process is heavy-handed, flawed and arbitrary and does not give owners a level playing field. We need another option to settle disputes with the board other than expensive litigation, forced petitions or going through the drastic act of recalling a board.
These proposed by-law revisions do not unduly tie the hands of the board and therefore present no real burden to them, and may in fact, help protect the board from charges of failure to fulfill their fiduciary responsibility because of they fail or refuse to take into account the needs and interests of the membership it serves. Rulings in the District, Virginia and Maryland give owners considerable leverage in their right to participate in the decision-making processes of their boards. We have an opportunity to write these privileges of ownership into our own constitution.
The opportunity to explore the possibilities of creating better governance at Harbour Square is an important step in removing barriers to the sometimes apathetic and often adversarial attitudes that may continue to develop and proliferate without this important review and discussion of our governing documents.
I hope you will request your copy of the revised by-laws and encourage you to attend and fully participate in this important annual meeting.-Jann Couch, N714