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
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