2006 Proxy Discussion

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Why don't we start by looking at the introduction? 

This Proxy is solicited on behalf of the Board of Directors.  The undersigned member hereby appoints James Moss and John Peterson as Proxies with the power to appoint their substitutes, and hereby authorize them to vote as designated below and to represent me in regard to any and all other matters as may come before the meeting, as to lot(s) held of record by the undersigned on September 16, 2006 at the annual meeting of members of the Corporation to be held October 16, 2006 at 7:00 p.m. at the Daphne Civic Center, 2603 Hwy. 98, Daphne, Alabama, or any adjournment thereof. This Proxy, when properly executed, will be voted as directed by the undersigned.  You may vote on up to five (5) candidates for the Board of Directors from the list below or you may write in the name(s) of other candidates of your choice. Vote(s) for less than five (5) candidate(s) selected by you will be honored.  When directed by the undersigned, the Proxies will vote for candidates recommended by management.

Take a look at this part of the second sentence.

hereby authorize them to vote as designated below and to represent me in regard to any and all other matters as may come before the meeting

That statement is pretty self-explanatory.  If you check yes, then you are giving those two gentlemen the right to vote on any issue that comes before the meeting on your behalf .  To our knowledge, we have never had any board use those proxies to vote on issues that were not printed on the proxy itself.  And, we have no reason to believe that this board will do so either.  However, last year Henry delivered a bundle of proxies to the meeting that had one of the names crossed out leaving only his.  It was presumed that he planned to vote them to remove the president.  Whether or not he would have been able to do that was up for dispute.  The question was whether or not an altered proxy was legal.  Was it the member who actually altered it?  If it is legal for a member to alter the proxy and turn it in, then we can simply add a line that says, "This proxy may only be used to vote on the items specifically marked by the member noted below."  Better still, mark it NO and go to the meeting and deliver your vote.   I will be marking this NO and attending the meeting.

Now let's look at the amendments.

1.   *Section 3.1 reads: Section 3.1 Annual Meeting The annual meeting of the members of the Corporation shall be held on the third Monday in October, in each year, commencing with the year 1988, or, if such day shall be a

legal holiday, at such time as shall be  stated in the notice of such meeting, for the election of directors (then due to be elected) and for transaction of such other business as may come before the meeting; provided the failure to hold such annual meeting shall not work a dissolution of the Corporation.

*Proposed change of section 3.1: Section 3.1 Annual Meeting The annual meeting of the members of the Corporation shall be held on the third Monday in October of each year, commencing with the year 1988, or, if such day shall be a legal holiday, at such time as shall be stated in the notice of such meeting, for the election of directors (then due to be elected) and for transaction of such other business as may come before the meeting; provided the failure to hold such annual meeting shall not work a dissolution of the Corporation.  Any business voted on at the meeting must have been presented to the entire membership at least 30 days prior in the notice of the meeting.

  Amendment 1: It is reasonable to expect that everyone be aware of the decisions being made for the association before they are passed at the annual meeting.  I will be voting YES.

2.   Section 5.25 Re-Election Any Director of the Association who has served a full three (3) year term in office shall not be eligible for re-election to the Board of Directors for one year.

  Amendment 2: This one is not particularly important.  This line actually once was part of the by-laws.  They were amended a couple of years ago to remove it, because it was felt that it was pointless and because it is usually so difficult to get good people to run for the Board of Directors.   It still is.  The membership are the final authority on who is elected to the Board of Directors.  They do it with their vote.  Perhaps, if there were some sort of cash benefit to being a member of the Board of Directors, then we might be concerned.  There is no cash, only headaches. This line is still pointless  I will be voting NO.

3.   Section 5.4 Organization Meeting The Board of Directors shall meet as soon as practicable after each annual meeting of the members at the place where such meetings shall be held for the purpose of organization and transaction of other business. No notice of such meeting shall be required.  However, such organization meeting may be held at any other time or place within the State of Alabama that may be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or in a consent and waiver of notice thereof, signed by all Directors.

*Proposed change of Section 5.4: Section 5.4 Organization Meeting The Board of Directors shall meet as soon as practicable after each annual meeting of the members at the place where such meetings shall be held for the purpose of organization and transaction of other business. Notice of such meeting will be given as specified in a notice given as hereinafter provided for special meetings of the Board of Directors or in a consent and waiver of notice thereof, signed by all Directors.  Further as an Order of Business at this meeting the Board shall adopt a code of ethics, Rules of Conduct and Conflict of Interest policies.  Policies adopted shall conform to the current edition of “Roberts Rules of Order”, except where such rules are superseded by the Articles of Incorporation, the By-Laws or Federal or State Law.

  Amendment 3: If one believes that the by-laws should be to the point and easy to understand, then one will probably agree that most of these amendments are full of gibberish and accomplish nothing.  This one is a good example.  The Organizational Meeting does nothing but allow the new board to sort themselves out and elect officers.  No other business is discussed.  If they want to take on issues like these, they can do so at any stated meeting.  This is another totally pointless amendment.  I will be voting NO.

4.   Section 5.55 Stated Meetings Agenda  Except for valid emergency situations Agendas shall be prepared and made available to the membership (3) days prior to the meeting date.

   Amendment 4:  Does this help the board do its job any better?  Does this help the membership know what is going on more than they already do?  When it says, "made available" does that mean that it will be posted on a wall somewhere.  Other than adding more words, this is a harmless amendment to the by-laws.  I will be voting NO.

5.   *Existing section 5.5 reads: Section 5.5 Stated Meetings The Board of Directors shall hold one scheduled meeting per month on the third Thursday of each month at 7:00 p.m.  The Board of Directors may, by resolution adopted by vote of a majority of the whole board, from time to time, appoint the time and place of these meetings of the Board.  Such stated meetings shall be held at the time and place so appointed without giving special notice with regard thereto.  In case the day appointed for the stated meeting shall fall on a legal holiday, such meeting shall be held on the next following day, not a legal holiday at the regular appointed hour.

*Proposed change of section 5.5: Section 5.5 Stated Meetings The Board of Directors shall hold one scheduled meeting per month on the  Fourth Monday of each month at 6:00 p.m. The Board of Directors may, by resolution adopted by vote of a majority of the whole board, from time to time, appoint the time and place of these meetings of the Board; such stated meetings shall be held at the time and place so appointed without giving special notice with regard thereto. In case the day appointed for the stated meeting shall fall on a legal holiday, such meeting shall be held on the next following day, not a legal holiday at the regular appointed hour.

    Amendment 5: Why?  6:00 p.m. makes it more difficult for some members to make it to the meeting.  Doesn't this section of the by-laws already say, The Board of Directors may, by resolution adopted by vote of a majority of the whole board, from time to time, appoint the time and place of these meetings of the Board? Why do we need an amendment?  I will be voting NO.

    Covenants: If you would like to discuss the proposed changes to the covenants, we can.  Let me know and I will add them to the discussion page.  The covenants will NOT be changed by any vote of this proxy.  It takes a vote of 85% of the property owners to change the covenants.  This includes property owners who are not members of the association. There is no way this is going to happen, even if the developer votes on it.  The inclusion of those proposals was just a waste of time and ink.   If the Architectural Committee tries to enforce anything that is not part of the currently existing covenants, we will be mired in legal disputes for years.  Inclusion of this section on the proxy is just going to upset many of our members for no reason.

In a way I wish the covenants could be changed.  They expire, I believe, in 2021, fifteen years from now.  When that happens, there will be no more enforceable rules for this subdivision except those passed by the governments.  The requirement that property owners be members of the association will no longer exist.   It is going to be a mess!  Someone correct me if I am wrong.

Note the last lines of the proxy.

The Board of Directors asks that you vote by Proxy to establish a quorum.  The designated Proxy holder(s) shall have all the powers that the undersigned would have if acting in person.  With respect to matters not known at the time of the solicitation of this Proxy, the Proxies are authorized to vote in accordance with their best judgment.

  It can't be any clearer than that.  Unless you can state otherwise on the proxy, the two gentlemen may vote for you in anyway they choose.  That is one of the reasons for the Amendment to 3.1.