Emerald Lakes Town Hall Meeting, July 28, 2018
by Kathy Leslie-Whelan
In lieu of the monthly open board meeting a town hall meeting was held to discuss the annual audit and the proposed proxy balloting resolution. Present were William Owens, the Association’s CPA and Attorney Alan Price Young from Young and Haros. The meeting was called to order at 2:00 pm. All board members were present with the exception of Treasurer Stefania Johnson.
Following the pledge of allegiance, Diane Caldwell started the meeting with thanking the membership for coming and stating that only the two topics listed above would be discussed and the membership should limit their questions and comments to these items.
Alan Price Young explained about the state statues for proxy voting for non-profit corporate law. Currently there is a debate in Harrisburg as to whether all bylaws must authorize this issue. He stated that in all fairness, this resolution should be passed. This resolution allows the membership to not have to be physically present to cast votes. The resolution calls for a directed proxy which works like a mail-in vote. Directed proxies allow the membership to vote as if they were present at the meeting. All votes received are counted towards the quorum count. Mr. Young stated that the benefits far outweigh the risks. The paperwork for this proxy would be included in the call to meeting that is sent out to the membership for the open annual meeting. The members who decide to vote this way will be instructed to mark their ballots and send through the mail to our accounting firm. The firm will validate the ballot, tally the votes and present a report to the board secretary at the annual open meeting.
Questions and comments on this issue:
- the members that vote this way will not get an opportunity to vote on any issues that require a vote at the meeting, such as a motion that is presented to the board by a member on the date of the meeting or a candidate ‘running from the floor’
- only two items in our bylaws were identified for adjustment while there are at least 5 locations in the bylaws that deal with voting
- trust relationship with the board is broken and it takes time to build that trust back up
- running from the floor will be more difficult since the membership will have cast their votes already
- a conflict with our bylaws is in item 3D. (Is this for voting for the directors only, or is it for any bylaw changes or dues increases?) unanswered. Board will have to discuss
- does the proxy ballot need to be notarized? (no)
- how many people signed petition (91)
- was strategic planning put into this resolution
- can a member who fills out a proxy withdraw their submittal (yes)
- deadline for submission of proxy ballot will be one week before the annual open board meeting.
Mr. Young stated that proxy voting is the fairest form of voting for the membership and that it is a way to build trust. He said that sometimes process gets in the way of progress. He further stated that state statures trump our bylaws and we may have to clean up the bylaws later.
Bill Owens took the floor to discuss the annual audit that is currently in draft format. He stated that the collection rate is doing well and that there were positive moves put in place over the course of the year.
- the association CPA did not personally prepare our tax return but he reviews all returns before they are submitted
- the CPA does not input data into our financial reports or into our bank account information
- $250K loan from reserves to operations has to go back into reserves
- on site manager was terminated
- the association is working on a month to month basis with Preferred Management
- Darryl Gamble is the interim General Manager
- all office staff at the administration building are ELA employees
Adjournment at 4:30 pm.
Reporters Note: I write these reports based on notes taken during the meeting. I get no special consideration or cooperation from the board. I try my best to report accurately, but occasionally mistakes will be made. I invite correction and have no desire to intentionally mischaracterize any comments or actions.