Sharon Dodge, President of the Venetia Board of Directors, responds here to a recent post titled Election Procedures: Facts and Questions
Nothing hinders or challenges a small Board of Directors more than the sudden resignation of one of its Directors mid-term. An immediate void disrupts the team and leaves a big job no longer being done.
For this reason, both the serving residential director and the commercial director made the unanimous decision to appoint Loretta Alkalay to the Board of Directors, to serve as Vice-President for the remainder of the term.
Alkalay is an attorney with countless years of organizational management experience who has long served as a volunteer at the Venetia. She has a strong willingness to serve, and is, in short, an excellent person for the job. Everyone, even those who question the appointment on principle, agree that she is a great choice.
Also, because of the exceptional work load of the Board, we have appointed a new, non-voting, Advisory Board member to our Board of Directors, Candace Vasillion, to help ‘fill the gap’. In addition, we plan to appoint at least one more non-voting, Advisory Board member to our Board of Directors.
In view of the work that remains and the high rate of “burnout” on all Boards, expect to see a proposal for your consideration in the coming Annual Election in January of ‘09, to expand the voting Board members by at least two new seats.
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Does the Board of Directors have the right to appoint a replacement upon the resignation of a Board member?
Emphatically YES, according to a review of our documents in light of new Florida State Law, which overrules condominium documents that fail to modify to keep up with, or to accurately reflect changing State laws. Most especially this is applicable where the docs are silent, ambiguous or contradictory within themselves. This is the case with the Venetia Condominium documents.
The Venetia Condo Documents were drafted years ago, at the time when our building was still in the hands of the original condo developer, Crescent Heights. The language of the docs. they drafted describes the developers’ rights. It further goes on to describe procedures to be followed by a board which they configured to be comprised of “two (2) commercial directors and one (1) residential director.
As a result of the recent, dramatic changes in our State laws, however, we now have a new, much more fair board configuration- two (2) residential directors and one (1) commercial director. Thankfully, this new configuration more accurately reflects our predominently residentially owned building.
The section of the current Condo documents that concerns the filling of any vacancies that might arise on the Board inadvertently lingers from our past and assumes that we still have two (2) commercial directors and one (1) residential director. The provision to appoint new directors, then, in our documents still states that in the event of a vacancy of the only residential director (which is, remember, no longer the case) an election must be held to replace the one and only residential director.
Also as the docs were written, one of the two commercial directors resigning then left one director to appoint a “new” director.
Common sense alone would suggest that the situation is now “flipped.” But, common sense alone is not what the Board is relying on now. We also sought legal guidance on how to handle the apparent inconsistency. (A complete explanation can be heard by the Venetia Attorneys at this link - http://www.venetiaonline.com/2008/02/07/town-hall-meeting-2-7-08/#more-112 - Watch Part 3 of the video.)
The important fact to remember is, that the docs are inconsistent and contradictory within themselves, and that Florida State law then prevails. The Board’s appointment of a director to a vacant seat is valid and legal.
The Board may appoint whomever they think to be the best fit for the job. They are not compelled in any way to be bound by the opinions of a few vocal individuals or even a small group seeking to place their favorites, nor are they compelled to select for Board appointment any individual who ran in the last election and lost. The only qualifying restraints on the board’s decision-making are that the individual chosen must be an owner, must not be a felon, and must not owe unpaid assessments.
To avoid any future confusion and controversy, we need to try again to make corrections in our documents to reflect current State Law and the actual legal structure of our Board.
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Why did the proposed document corrections “not pass” last year?
The reason was not that they were voted down, for some substantive reason, but that the changes failed to get enough votes to pass, since not enough people voted on the changes, (Most people said they did not even understand the proposed changes after trying to read them.) That was a problem. Expect to get a lot more information about proposed amendments, corrections, or clarifications at the next vote in January 2009. Hopefully we will be able to get enough people to return the ballots, and vote to update our docs. this year.
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Why in view of controversy about a board appointment vs. an election, would the Board do what it thinks best, instead of what a few individuals “want them to do”?
Because that is exactly what a good and responsible Board must do.
Also, because spending money and our limited time and effort to conduct an election now which we will have to have in January anyway, made no sense to us, especially with a highly qualified candidate at hand – one we trust and respect.
The Board is charged to stay within the law, make sound financial decisions, commit to long term goals for the Association, and make it all work in the short term. No Board decision makes everyone happy.
We have come a long way. Circumstances were extremely grave for our Association not long ago. The building was neglected by previous Boards and management, and by the unit owners as well.
There have been some heavy financial consequences for the years of poor maintainance, bad construction and restoration. The finances were a mess, collections had been left undone, and many of the “big ticket” expenses were paid for with burdensome bank loans, instead of ongoing unit owner “reserves.”
The result was a decrepit, debt-laden condominium association. Plus, we had some huge building fixes to do, and no financial resources to get them done.
Our Venetia had been poorly run for years, and, instead of “paying as it went”, had chosen to borrow against its’ future. Our community had also ignored a lot of anti-social behavior that had become an entrenched way of life here.
Your present Board members are all dedicated to the turnaround of these conditions. This is now visibly, clearly under way.
| DESIGN BY
Awesome post Sharon.
It’s good to see great changes and progress being made around the building.
Comment by Lonny Paul — August 3, 2008 @ 10:46 am
Why the amendment in question did not pass can only be conjecture. No one knows whether those who chose not to vote for it did or didn’t understand the proposed change. One can just as easily surmise that many actually objected to it strongly, understanding that it would further expand the already extraordinary powers of the board.
Our condo documents do not prevent someone from running or serving on the board or a committee because they owe money to the association. The fact is that many of us are paying the previous assessment in monthly installments. That means that all of us with installment plans have balances!
Once the Board was given the green light by the attorney to appoint a replacement – despite our condo documents and the fact that an amendment to change our documents did not pass – the Board chose to ignore more than 90 votes cast in the last election for other candidates. The board is not required to choose someone who ran. It is once again demonstrating that it can do as it pleases. We should though keep in mind that one of those candidates received 54 votes but has been overlooked.
Comment by Marcia — August 4, 2008 @ 3:22 pm
There is no ambiguity in a new law passed recently by the Florida State Legislature. This matter has nothing to do with our documents, actually, except to make it worthy of noting that the documents are silent on this subject. Please remember that State Law prevails in any matter not addressed by Condo documents.
But more important and finally, the authority on this matter IS the new law itself. The Legislature has underscored the foolishness of putting financial decision-making for an Association in the hands of the the association-indebted unit owner who “in arrears” by now expressly forbidding them to serve on Condo Boards.
Directors on a Condo Board may not owe unpaid assessments now for more than 90 days. Those who have not paid up in full must actually step off Boards they are presently on, when the law goes into effect in October.
The new law banning directors who have unpaid obligations to their Associations was produced as a result of the arguments of condo associations and their lobbyists, that “allowing” Board members who were encumbered with unpaid debt to the association did not insure the unbiased, or best intent in leadership and fiduciary responsibility, and that to do so was an invitation for corruption. I think they are correct. But in any event, it is now law. No unpaid assessments for Board members
Comment by Sharon Dodge — August 5, 2008 @ 3:48 pm
This has been a rough year for all of us owners, whether or not we are board members. I wonder if anyone on our board was behind in any of their payments during the past year. Would they have resigned if they were?
Hopefully when the new law goes into effect in October most owners will be paid up. But that will still leave the problem of how the law will affect anyone who wants to run for the board but is on a payment plan, whether for the previous assessment which many of us are paying in monthly installments or the current assessment.
Comment by Marcia — August 5, 2008 @ 5:27 pm