Highlights from the Annual Meeting 10-25-12

Last night the Inverness Forest Association held its Annual Meeting for 2012.  It was a lively affair with spirited discussions on many topics.  Perhaps 40-50 people attended including the board, the vote counters, and the IFA's lawyer David Gardner.  In addition, many people cast their votes by proxy.  A total of 109 votes (attendees and proxies) were cast on the question about the amendment to our by-laws.

I'll cover only the highlights in this post.  The minutes will be more detailed.  I'll post them, as usual, on the IFA website and here on Inverness Forest Today when they become available.

Voting

Six board members were elected: three that were on the ballot and three that were nominated from the floor.  James Ulrich, Evan Foster, and Rita Carvajal were re-elected to seats on the board.  The three new board members are: Cybel Wigle, Glenna Bernard, and David Kelly.  This brings the board membership to its authorized level of nine members.  All nine board members deserve our thanks and appreciation for tackling the hard work and spending the many hours it takes to run our community.

The proposed amendment to our by-laws allowing a smaller authorized board size (5, 7, or 9 members to be set annually) than the current authorized size of nine member was the subject of the previous four posts on this blog: two posts supporting the amendment and two posts opposing the amendment.  The spirited debate on the amendment continued at the annual meeting with several speakers on each side of the issue expressing their opinions. The amendment was not approved: 47 votes in favor of the amendment and 62 opposed to it.

Management Company

The board announced that TMGA, the management company we've had since the spring, has quit.  Their last day will be October 31, 2012, but they will be available to help with the transition to a new management company.  The board was not satisfied with TMGA's performance and were considering terminating our agreement with them at the end of the year.

Treasurer Evan Foster said that during the bidding process for selecting a management company, TMGA produced a very good proposal and was also the lowest bidder ($20,000 per year) of the four companies who bid.  The board felt that once the contract with TMGA began, the level of support promised in the proposal did not materialize.

Evan said that since the board reviewed the various bids so recently, they are in a position to select a replacement for TMGA. Evan pointed out that it is likely to cost somewhat more ($35,000) to hire a management company capable of performing up to the standards the board believes is needed for our community.  The board is exploring various options to fund this expense.

The Role of Social Media

Just as in our national elections, social media played an increasing role in providing information to residents during the annual meeting and the weeks leading up to it.  This Inverness Forest Today blog hosted discussions on the proposed amendment to our by-laws.  The previous four posts on IFT explored both sides of this amendment.  One post was by a board member, two by former board members, and one by the lawyer for IFA, David Gardner.  Many of the people attending the Annual Meeting said that they had read the blog posts and that this helped them understand the issues involved.

I talked to many people during the weeks leading up to the Annual Meeting and was encouraged by the level of understanding of the issues displayed by residents who had read the blog posts.  A knowledgeable community is better able to make good decisions than one that doesn't understand the issues up for a vote.

One person attending the meeting, John Wigle, achieved a first for IFA.  Within a few minutes after the voting was complete, John  "live-blogged" the election results from the floor of the meeting to the Inverness Forest Facebook group, thus informing community residents belonging to the group of the election returns in almost real time.

Letters of Enforcement for non-Architectural Violations

Several homeowners were upset to receive a letter in recent weeks from TMGA asking them to to perform certain landscaping maintenance (cut their grass, trim specific bushes, etc.).  Former board member Elise Vernick raised the issue of the validity of such letters.  The IFA lawyer, David Gardner, said his review of our governing documents did not show any basis for such letters to be issued.  He said that architectural violations are covered by our governing documents and have to be enforced, but there is no justification for these letters to homeowners concerning non-architectural issues since there are no standards set forth.  Furthermore, Mr. Gardner pointed out that should a board decide in the future to enforce non-architectural standards, they would have to undertake a massive campaign to keep from incurring liability since we are not a condo, but rather own our own homes. Furthermore, he pointed out that there are State and County laws governing such issues and generally such enforcement should be left to those governments which have both the resources and authority to enforce those regulations.  So it appears that if you received one of these TMGA letters you can safely ignore it

Pepco

Finally, Board President Sharlene Shugarman noted that Pepco has been busy lately trimming trees on Seven Locks Rd. that might fall on power lines.  Sharlene hoped that this work might make it less likely that we will lose power because of a storm, like the one that is now approaching the mid-Atlantic states.

Harvey

iftblog@gmail.com

David Gardner's Blog Post on the Proposed By-laws Amendment

Board President Sharlene Shugarman asked me to post David Gardner's comments on the proposed by-laws amendment as a guest blog post here on Inverness Forest Today.  Mr. Gardner is the IFA attorney.  One of my concerns, expressed in my original blog post  is that the board did not explain why they proposed this amendment; it just appeared on the proxy.  I want to thank Mr Gardner for addressing this concern and by explaining the reasons why the amendment was proposed.

Throughout this series of guest blog posts on the proposed amendment I have been careful not to add my own comments to those of the guest blogger because I didn't want to dilute their message.  Mr. Gardner raised some new issues that, I believe, need further exploration.  However, I'll defer my comments to a future blog post.

Here is Mr. Gardner's guest blog post based on an email he sent to Sharlene:

Sharlene:

I read the blog postings and must commend Harvey for spending so much time keeping the community informed on current issues.  Many of the opposition blogs state that the Board has not stated the basis for its proposal, but I think he has taken the time to do so in his blog.

I don’t know what the “litigious” period refers to.  Apparently, some previous board was faced with litigation and felt a larger board better represents the community.  While that is certainly true, the fact is that over 90% of the Boards in this area are comprised of 5 members.  In my experience less than 10% of the Boards require 7 or 9 members.  To require 9 is very uncommon.  The Montgomery County Council has 9 members for 1,000,000 residents.  I would think that 5 board members can represent 304 homes, and that 9 are not necessary. 

Also, while it may be true that more members can get more done, if the 9 members are only serving in name only, and don’t volunteer for anything, it is more of a hassle to hold meetings with 9 members than it would be for 5 members.  If there are 5 committed members, they can get more done than you can with 9 uncommitted members.  I’m sure you have experienced this yourself.

However, the main response to be given is that the bylaw amendment merely allows, but does not compel, a smaller board. If there are 9 interested persons running for the board then the board size can remain at 9.  But if the community experiences a period of apathy, as it is currently, the members can vote to reduce the board to 5 so that meetings can be held and a quorum reached.  It provides authority for this if it is ever needed.

Very truly,

David C. Gardner

Gardner Law Firm, PC

600 Jefferson Plaza, Suite 308

Rockville, MD 20852

(301) 762-8475

Fax: (301) 762-1180

E-Mail: dgardner@davidgardnerlaw.com

www.davidgardnerlaw.com

This message contains information from the Gardner Law Firm, PC that may be privileged, confidential or otherwise protected from disclosure. Unless you are the addressee (or authorized to receive for the addressee), you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender by reply e-mail, and delete the message.

By-law Amendment -- Sabine Dohrn's View

I served with Sabine Dohrn on the IFA Board for five years.  During this time the community benefitted from her hard work and wise council.  After reading my blog post on the proposed by-laws amendment and then James Ulrich's blog post, Sabine asked me if she could express her views too.  Here is her take on the proposed By-laws Amendment:

Harvey, I do very much appreciate what you are doing with your blog and keeping the lines of communication open.  This whole discussion would not take place without your initiative.  So a full-hearted Thank you !!  Below is my blog comment.

As a former Board member, I am aware of how difficult it is to recruit new Board members. Participation from the community has been disappointingly low for a couple of years.  So I fully understand  James Ulrich´s arguments for reducing the number of Directors.  And yet, weighing them against the drawbacks, I still come out on the side of No to reduction.

I find Harvey´s argument very convincing that reducing the number of Board directors carries the danger of concentrating the power in the hands of a few with less diversity of opinions and little opposition.  Narrowing choices or voices never seems a good idea in a democracy on any level.

Concerning James´argument of changing demographics, I am not sure if anyone can predict their effect on community participation.   And to all those parents, one evening a month is all it takes.  There is no unreasonable workload associated with being on the Board.  So fear not!

What  I really miss seeing, though, is some kind of a ¨campaign¨ by the Board to bring this problem to the fore  in the community, some communication that draws attention to the issue.  I did not see  any flyer or any direct communication weeks ago to alert us.

Before trying to cast this change to Article IV Section 1 of the By-laws in stone, I would have liked to see the Board work a little harder on whipping up a campaign to recruit new members.  A good dose of DIRECT communication on important issues once in a while wouldn´t hurt and would create a closer connection to the community.  Maybe there was mention in the minutes but sorry, they are not the right vehicle.  For my taste, the Board sits too much in an ivory tower.  Maybe that is one reason people don´t engage more.

And to the practical side - concerning the argument that Board decisions sometimes cannot be made in a timely fashion because one member is ill or out of town, would it not be permissible to use technology - emails in particular, or Skype videoconferencing - to get that person´s vote?

Thank you, Harvey, for creating this forum for discussion.

                       Sabine Dohrn

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Harvey

Harvey Levine

iftblog@gmail.com

Board's Position on the Proposed By-law Amendment

As I promised in my last blog post, I wanted to give the board an opportunity to present their reasons why the proposed amendment to our by-laws should be adopted.  The last blog post gave my reasons opposing this amendment (see previous post located after this one).

Today's comments are from IFA Board Vice-President James Ulrich.  During the time James and I were on the board together I learned to respect his talent for getting to the heart of issues that came before the board and his dedication to helping the community.

Here are James's comments:

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Dear Neighbors:

Harvey has graciously offered the Board of Directors the opportunity to respond to his blog post of October 1st, regarding the proposed amendment to Article IV Section 1 of the bylaws, and I'd like to take that opportunity to share my own thoughts on the topic, speaking as a fellow resident.

First, I'd like to thank Harvey for maintaing the Inverness Forest Today blog, providing a valuable forum to discuss this and other issues that affect our community. 

Second, I'd like to wholeheartedly agree that the interests of the community will best be served by a well-functioning Board of nine Directors representing the full spectrum of views held by the IFA membership.  That is a goal to which everyone in the community can contribute, either by volunteering to serve on the Board, or by encouraging fellow residents to do so.

However, I have the impression, based on the two years I have served on the Board, that it is becoming harder (though not impossible) to recruit new Directors. My own cul-de-sac provides anecdotal evidence that this may reflect in part a shift in the community demographics towards working couples with young children, who have moved here to take advantage of the excellent public schools, and who have limited time to devote to volunteer activities in general, and the Board in particular.

Our current bylaws fix the number of Directors at nine, and therefore a quorum at five Directors, even if four of the positions are vacant. For much of the past year, only five Director positions have been filled (the count currently stands at six), and on two occasions this has prevented the Board from conducting IFA business, when one of the Directors was absent due to illness or travel. Were this situation to persist, in the worst case scenario we could conceivably be forced into receivership, which would leave us with a Board of exactly one Director. I am sure no one wants this.

Accordingly, on the advice of the IFA counsel, David Gardner, Esquire, we put forward the proposed amendment to Article IV Section 1 which you received with your annual meeting notice. This amendment will allow (but not require) the IFA membership (not just the Board) to adjust, at the annual meeting, the number of Directors upwards or downwards, to an odd number between five and nine, to better reflect the number of candidates standing for election. 

This amendment would appear to be in conflict with Article IV, Section 2, which requires the membership to elect three Directors each year. However, were the proposed amendment adopted, Montgomery County code would require us to elect roughly one third of the Board each year to staggered terms, and this code would govern, not Article IV Section 2. 

Fortunately, IFA counsel has further advised that there remains sufficient time to issue a proposed amendment to Article IV Section 2 as well, and you should shortly be receiving a mailing with the proposed amendment and supplemental proxy ballot. The proposed amendment spells out clearly how the Directors are to be elected, for Boards of five, seven, or nine Directors. Essentially, the expiring positions will be staggered to terms of one, two, or three years, with the number of votes received by a winning candidate determining the term the candidate will serve.

My hope is that the two amendments taken together will clearly present to the community the intent of the Board, which is to allow the full membership to adjust the number of Directors to ensure that the Board can conduct IFA business efficiently, while representing the greatest possible diversity of views.

Harvey is correct to note that these matters deserve careful deliberation, and so I hope you all will turn out for the annual meeting on the 25th of October. The IFA attorney will be present to answer your questions about the proposed amendments.

Best regards,
James Ulrich
Vice President
Board of Directors of the Inverness Forest Association

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Now you have both the sides of the issue: the case in favor of the amendment presented above by James Ulrich and the case opposed to the amendment presented below in my previous post.  I hope this gives you a basis for making an informed decision on the proposed amendment to our by-laws.

Harvey

Harvey Levine

ifablog@gmail.com

Why I'm Voting Against the Proposed By Laws Amendment

I think the proposed amendment to our by-laws is a bad idea and should be defeated.

Before I list my reasons for opposing this amendment, I request that the board withdraw the amendment from consideration at the annual meeting for the following reason:

The board's proposed change to Section 1 of Article IV of the by-laws is inconsistent and in conflict with Section 2 of Article 4.  Section 2 states:

 "Section 2. Term of Office. … At each annual meeting of the members thereafter, three directors shall be elected for a term of three years."  Obviously if three directors are elected each year for a three year term, then there must be nine members on the board.  The proposed amendment is in conflict with Section 2, which requires nine board members and not the proposed "between 5 and 9".

This conflict is not a mere technical glitch. It is a mathematical certainty that having less than nine members on the board as proposed will violate Section 2 of Article IV.

I hope the board will withdraw the proposed amendment and rework it so that it is not in conflict with Section 2 of Article IV.  They can reintroduce the amendment at a special meeting whenever they choose.

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There are several reasons why I will vote against the proposed amendment.  I am not the only former board member who is opposed to the amendment.  I sent an email, outlining my concerns about the amendment, to many of the former board members that I served with while I was on the board as well as some that pre-dated my tenure.  I have received ten responses.  All ten former board members said they are opposed to the amendment.  These former board members have many years experience making decisions about issues affecting our community.  They are all opposed to the proposed amendment.

I have asked Robert Field, a former President of the Board, to allow me to quote from his response to my concerns about this proposed amendment.  He has kindly given me permission:

"I agree with you Harvey.  Unfortunately the problem that apparently gives rise to this proposal (I presume, without actual knowledge that the problem giving rise to this proposal  is the difficulty of finding competent people willing to serve on the board) also give rise to the greatest danger.   With a smaller board it will be much easier for a relatively small group of activists to seize control of the board and bring large and unpopular changes to the community.  I am not thinking of any current issues of which I am aware, but having been President during a very litigious period in the history of the community I am well aware of how relatively minor disputes can spring up and split the community.  Therefore the same factors which make it hard to recruit Board Members would also make it very easy to seize control of the board by running three individuals with strong feelings about particular issues."

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This concern was shared by many former board members, myself included.  Another issue that was raised by many former board members was that by reducing the size of the board we would also reduce the diversity of opinion about issues that come before the board.  It is possible that a flaw in a proposed action under consideration by the board might be spotted by one member of a nine member board, but would be missed by all members of a five member board.

A nine member board has more volunteers to handle the board's workload than a board consisting of only five members.  It is much easier to form subcommittees to oversee issues in different areas of responsibility with a nine member board than with a smaller one.

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One of the biggest reasons for opposing this amendment is that changing the governing documents of a community HOA is a major and serious step that needs careful thought and consideration by the residents.  The board has not detailed their reasons for the proposed amendment, has not held a meeting with the HOA, and has not solicited comments from homeowners.  These things should be done before taking the major step of changing our governing documents.  

I've been told by the board that two different lawyers said this amendment was a good idea.  These lawyers are not residents of our community and don't understand the history of our community and its dynamics.  I've talked with three lawyers who live in Inverness Forest and each of them opposes this amendment.

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If you agree with me and oppose this amendment, what should you do?  You should attend the annual meeting, express your views, and vote against the amendment.

If you can't attend the meeting, then fill out your proxy and give it to a neighbor who is attending the annual meeting.  If you don't know anyone who is attending the annual meeting, I'll be happy to take your proxy to the meeting. Just send me an email at the address below and I'll come pick up your proxy.

What if you've already sent in your proxy and voted for this amendment, but now would like to vote against it?  You can fill out another proxy.  Your proxy with the latest date is the one that counts.  If you need a blank proxy let me know.

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I understand that the board is planning a response to this post.  I will post their response here as soon as I receive it.

Harvey

Harvey Levine

iftblog@gmail.com