Board Member No-Shows Create Election Dilemma

Board Member No-Shows Create Election Dilemma

By | 2018-12-30T16:26:52-05:00 Sunday, December 30, 2018 at 4:26 PM|News|

A special meeting of the BPCA Board of Directors was called by board President Ed Helms to be held on Wednesday, December 26, 2018 at 4:00 p.m. in the BPCA conference room. Proper notice was given seven (7) days in advance of the meeting, as required by the By-Laws, due to the nature of the proposed agenda for this meeting which included a discussion and motion concerning the upcoming election of board members at the Owners’ Annual Meeting in February.

The BPCA administrative staff, as is their custom, delivered the meeting notice to each board member’s home as well as attempted to contact by email and phone or in person. Unfortunately, there were not sufficient members of the board present for the meeting to constitute a quorum, thus the meeting could not be held.

Board members present were: Ed Helms, Carl Selph, William Wanner, JoAnn Day (via teleconference)

Board members not present were: Don Connor, Keith Connor, Walt Rankin, Jose Velez, Lisa Snow (notified us she would be unavailable and could not call in), Gretchen McCurdy (notified us she was on vacation and unavailable).

As BPCA owners, you should be advised that this was an extremely important meeting of the Board, and although it occurred during the busy holiday season, several critical items were on the agenda, primarily an amendment to our By-Laws regarding the process of electing board members. This issue has arisen due to the fact that some board members thought it in the best interest of the community and association to extend the deadline for submitting self-nominations to the board due to Hurricane Michael and the disruption caused to our normal operations. Our By-Laws are very specific as to how the process is handled, including a required deadline of October 15 of each year for submittals to run for election to the board. In order to achieve anything different to this process, a simple procedure is available to the board by voting to approve an amendment with any changes. In an attempt to provide this opportunity correctly and according to our By-Laws, the December 26 meeting was called, giving the required seven (7) day notice to you, the owners, that this procedure would be taking place.

As owners, you should know some of the background involved regarding this issue. Board member Walt Rankin contacted the board President, Ed Helms, after the hurricane and the October 15th self-nomination deadline, suggesting that the board should extend the deadline for submitting self-nominations due to the disruption caused by the hurricane. Mr. Helms took this under advisement, consulted with Lynn Briley, our CAM as well as with our association attorney, who is board certified in HOA matters. Mr. Helms advised Mr. Rankin that this procedure could certainly take place, but in order to do so an amendment to the association By-Laws would be in order. Mr. Rankin disagreed with Mr. Helm’s assessment and proposed that the board simply pass a motion approving the extension to November 16,, 2018. Further, Mr. Rankin suggested that he too had been in contact with an attorney, who is not board certified in HOA matters, who agreed with him. President Helms stated that he was compelled to take the advice of our legal counsel in this matter to which Mr. Rankin suggested that he would ask 1st Vice President Connor to call a meeting of the board to discuss this matter. According to our By-Laws, the Vice President can certainly call a meeting of the board, but only for the matter of amending the association By-Laws and there must be a notice of at least seven (7) days. Our CAM, Lynn Briley so advised Mr. Connor and Mr. Rankin of this requirement, to which they both disagreed and proceeded to call a meeting of the board for November 1, 2018. The entire board gathered for this meeting with Mr. Helms announcing that the meeting was not properly noticed (only 48 hours notice was given) and that if the board was planning to amend the documents (By-Laws) a proper notice was required. Substantiated opinions from our CAM as well as our corporate attorney were given each board member. At that point, Mr. Helms, Mr. Wanner, Mr. Selph and Ms. Snow left the meeting after Mr. Helms made this announcement. As there were not enough members left establish a required quorum, Ms. Snow was telephoned and urged to return to the meeting in order to establish the quorum at which point she returned. Board members present were Rankin, Connor (Don), Snow, Day, Velez, Connor (Keith – by teleconference). Mr. Connor called the meeting to order (minutes are available at the BPCA office) and the members present voted to extend the deadline for self-nominations to November 16.

The following day, Mr. Connor and Mr. Rankin delivered written orders to our CAM, Mr. Briley, to proceed with putting notice out to the community that self-nominations would be extended to November 16, 2018. Over protest, Mr. Briley consented to provide this notice to the community by the suggested methods presented. Mr. Briley also informed our corporate attorney of these proceedings to which said attorney provided his legal opinion as to the legality of the situation, namely the meeting was improperly called and noticed, any business conducted was null and void, and the By-Laws were in fact not amended, yet the board voted to take action contrary to the association documents.

For clarification sake, you should also know that two candidates had presented their self-nomination forms to the office after the October 15 deadline, those being Mr. Dean Resch and Ms. JoAnn Day, a current board member who desired to run for re-election but had not submitted the required form by the deadline. It is also noteworthy that both Mr. Resch and Ms. Day were at a meeting of the board on Monday, October 15, 2018, at which time proper forms were available and could have been submitted. Furthermore, all seats up for election had one or more properly self-nominated candidates on or before the end of self-nominations, October 15th.

The duly appointed Nominating Committee, consisting of Jim Doescher (chair), John Warren and Brian Robinson met to discuss and review the qualifications of the candidates for election, as required by the association’s governing documents. Part of their charge is to insure all candidates are eligible and have adhered to the governing documents in submitting their candidacy. The committee found that both Mr. Resch and Ms. Day should not be included on the ballot due to the fact they had not submitted their forms by the October 15th deadline. Mr. Briley advised the committee that certain members of the board had voted to extend the deadline to November 15th. The committee reviewed all of the pertinent information, including legal counsel opinion, and concluded that the two additional names were improperly proposed for the ballot. Their report was submitted to the board at the November 12 regular board meeting. The nominating committee report as submitted was not approved by the board with the vote as follows: Mr. Helms, yea; Mr. Wanner, yea, Mr. Selph, yea, Ms. McCurdy, yea; Mr. Rankin, nay; Mr. Connor (Don), nay; Mr. Connor (Keith), nay; Mr. Velez, nay; Ms. Snow, nay; Ms Day recused herself due to a conflict.

Subsequently, Mr. Rankin made a series of motions and withdrawal of motions, but ultimately ended with a motion to add Mr. Resch to the ballot for the upcoming election. You should also be aware that Ms. Day asked to have her name removed from the ballot process. This motion passed with the same vote cast as the previous motion.

So now we have quite the dilemma. Actually, the nominating committee report and recommendation for ballot was defeated, followed by the motion to add Mr. Resch to the ballot, so in effect, there are no candidates now on the ballot because Mr. Rankin’s motion was not valid since the board can add candidates to the ballot only through the nominating committee. Previous suggestions that we need to do what is right for the community seem to have gone by the wayside and been ignored by Mr. Rankin and others.

In an attempt to right the ship, Mr. Helms called a special meeting of the board to amend the documents to allow for the proper and legal method of getting this issue resolved by a simple amendment to the by-laws. The meeting was noticed the required seven (7) day s in advance, and was to occur on Wednesday, December 26, 2018. This is the meeting where the “no-shows” occurred. Also, we are facing critical time deadlines in order to get printed materials out prior to the annual meeting in February. Interestingly enough, the association attorney had been in contact with the attorney purportedly being used by those members of the board who were demanding the extended date for submittal, suggesting the December 26th meeting of the board to properly amend the By-Laws in this issue, to which he stated he had spoken with his client and felt the measure was appropriate, so it is assumed this group also ignored its own legal counsel.

Adding to the foray, there were other extremely important issues on the agenda which the board no shows chose to ignore…primarily being to approve the contract to replace the fence along Magnolia Beach Road affecting the privacy and security of a number of Bay Point West residents. As it stands, the board will deal with this approval at the next scheduled meeting on Monday, January 14.

As Bay Point owners, you should be outraged at the tactics of some who are set on disrupting the progress of this community. Not only is progress disrupted, but we are now putting ourselves in legal jeopardy by not adhering to our documents and Statutes of Florida government. Take heed.

Additionally, members of the Bay Point West organization should be outraged that Bay Point West Board members Walt Rankin and Dean Resch recently voted to use Bay Point West funds to pay their legal expenses related to their ill-conceived effort to circumvent the Bay Point Community Association governing documents for their own personal political gain. One might ask, Are they fulfilling their respective fiduciary duty properly.

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Bay Point Community Association

4000 Marriott Dr C, Panama City, FL 32408

Phone: (850) 234-2727