Lost in Translation . . .

With the proposed changes to the rules and regulations regarding the suspension of voting rights, it was suggested that the board give those revisions a closer look as both the approved and unapproved amended bylaws specified the concurrent loss of  voting and amenity rights rather than the selective enforcement of only one.

After the second reading . . .

It is important to recognize that only the 2006 unapproved version of the bylaws specifies and defines that these property owner rights will be lost when thirty days delinquent.  (1a) (2a)  That said, it appears that the current board refers to the 2006 amended bylaws to support the changes to the rules and regulations as it was noted that a legal opinion obtained by a staff member indicated the board was bound by that thirty day verbiage. (3)

It was the 2006 Board of Directors that suggested and added the thirty day verbiage . . .

It must also be remembered and emphasized that these 2006 bylaws drafted and approved by the board during the POA president’s previous tenure were not approved, as required, by a vote of the property owners.  Specifically, Article X of the bylaws prohibits an alteration, amendment or repeal of “any bylaw affecting the number, classes, election, powers and duties of the Board” without the affirmative vote of two-thirds (2/3) of the Members of the Association, entitled to vote.  (1b) (2b) 

Further as discussed in detail in previous posts on this site, the 2006 bylaws not only contained changes to the suspension of member rights, but also changes to indemnification of directors, etc., and composition of the election committee.  (4) (5)  (Previous posts further note that the covenants and the 2011 Articles of Incorporation lack any specific reference to the suspension of voting rights.)

The real question here is . . .

While the board is commended for correcting the inconsistent application of the suspension of the two rights, the validity of the 2006 bylaws, as well as the validity of the 2007,(6) 2016 (7) and 2018 (8) bylaws continues to be questioned.  Each bylaw was amended without property owner approval and each dealt with voting rights, indemnification and/or composition of the election committee.  That question of validity remains as an issue that should be prominently addressed by this board moving forward.

In closing and as further reference, an accurate representation of this writer’s ideas and suggestions can always be found on the pages of this blog.

. . . . .

Should you like to see additional articles posted in the future, please subscribe for an email notification.  Likewise, please feel free to share your comments on this site regarding these suggestions or contact me at thepcrosses@gmail.com for questions or further discussion.  Meanwhile . . . take care and stay safe.

Patricia Cross (10438 Big Canoe)

References:

1 2004 Second Amended and Restated Bylaws, (a) Article II, Section 2.7; (b) Article X (POAwebsite>login>POA>documentarchive>BoardofDirectors>10-2004BCPOABylaws)

2 2006 Third Amended and Restated Bylaws (a); (b) Article X

(POAwebsite>login>POA>documentarchive>BoardOfDirectors>Big

CanoeBylaws>112006ThirdAmendment

3 Meeting of the Board of Directors Video, June 18^th, 2020, at 57:00 (POAwebsite>login>POA>Meetings>SubscribeToOurYouTube . . . >)

4 “Governance 101, dated December 30^th, 2019, bcmatters.org

5 “Here we go again”, dated February 2^nd, 2020, bcmatters.org

6 2007 Amended By-laws (POAwebsite>login>POA>documentarchive>governancedocuments>Bylaws>2007Amendment)

7 2016 Amended By-laws (POAwebsite>login>POA>documentarchive>governancedocuments>Bylaws>20160224Amendment)

8 2018 Amended By-laws (POAwebsite>login>POA>governingdocuments>bylaws>bylaws2018)