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 Levineifablog@gmail.com
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