03/12/2015
The ANNUAL MEMBER MEETING is Saturday, March 21, 2015.
The location has changed and will be at South Union Baptist Church at 510 South Union Road (just outside Chickasaw Point). Registration will open at 8:00 a.m. and the Board meeting will begin promptly at 9:00 a.m.
This year all voting will need to be mailed in before 5:00pm on Thursday, March 20th. The POA Board of Directors decided that we will not be allowed to vote at the meeting. The following is their explanation from Sandra Jones:
I have had a request to provide an explanation for the change in the 2015 Election process. It is the Board’s objective to follow the language of the Association’s Bylaws and the Nonprofit Corporation Act in all actions. Mr. Sam Albergotti, POA attorney, recommended to the Board the modification in the 2015 vote process to ensure consistency with the Bylaws and state law. The Board felt it prudent to follow Mr. Albergotti’s advice.
The Second Revised Bylaws of Foxwood Hills Property Owners Association, Inc. provides for two different manners in which the Association can hold a Board election. The first is provided in Article IX Election of Board: Nominating Committee and is specific and limited to election of Director(s).
The Board of Directors has chosen to follow the second manner, Alternative Voting Procedure, as provided in Article XIII Meeting of Members, Section 6(a) that states “Any action that may be taken at any annual or special meeting of Members, except a vote to remove a director under Article VIII, Section 3, may be taken without a meeting if the Association delivers a written ballot to every Member entitled to vote on the matter, in accordance with the provisions of the Alternative Voting Procedure, as defined in this section. All such votes shall be taken by written ballot and shall be kept confidential. A ballot, as well as written notice describing the matter to be voted upon, and other material necessary to insure voting control (the “Voting Materials”) shall be delivered to all Members eligible to vote not less than twenty (20) days, nor more than forty (40) days before the date established by the Board for counting votes. Notice and deliver of the ballot and/or Voting Materials shall be deemed complete and delivered when the ballot is deposited in the United States Mail, first class mail, with appropriate and necessary postage affixed, addressed to the Member at his or her address as it appears on the records of the Association.” In this process, all members eligible to vote are provided a ballot that is to be returned to the Association office and there is no requirement to be present at the meeting to vote, the use of proxy is not necessary.
In addition to the Board election to fill two (2) seats, the ballot mailed to eligible voters included two other matters to be voted by the members: (a) To approve or disapprove IRS Ruling 70-604 (allows the Association to defer taxes on revenues in excess of expenditures) and (b) to approve or disapprove the 2015-16 budgets. These votes are not covered in the language of Article IX.
The provisions of Article IX speak only to the election of Directors whereas Article XIII provides for “any action” except to remove a Director. Article XIII is completely consistent with South Carolina Nonprofit Corporation Act, Section 33-31-708 Action by written or electronic ballot.
There is NO change in the responsibilities of the Nomination committee (member volunteers) to ensure a secure and confidential vote count process. All returned ballots are kept unopened and secure until presented to the Nomination committee chair on March 20. The vote count will take place at 9:00 a.m. on Friday, March 20 in the lower level of the Clubhouse. Any member in good standing is invited to quietly observe the process. Once the count is complete, the ballots and the tally sheets will be secured and a final tally sheet presented to the Board during the Board meeting to announce the results.
I have also been asked to explain why the manner of vote for Board member election and the other matters on the ballot is different than for the Special Member Meeting held on February 14, 2015. Article VIII, Section 3 provides the requirements for Removal of Director/Directors and reads as follows: “At any scheduled meeting of the Association duly called, any one or more of the members of the Board of Directors may be removed, with cause, by a majority of the Members. A director whose removal has been proposed by a member or members shall be given at least ten (10) days notice of the calling of the meeting and the purpose thereof and shall be given an opportunity to be heard at the meeting.” As shown above, Article XIII, Section 6(a) specifically prohibits a director/directors removal without a meeting. The South Carolina Nonprofit Act, Section 33-31-808 provides the director/directors may be removed with or without cause and states in subsection (e) “A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.” Therefore, the Special Member Meeting called for the purpose of removing a director could only provide for voting at the meeting. Both the Bylaws and the Nonprofit Act provide for dully executed proxies to be accepted as votes in that meeting.
In summary, the Board of Directors regrets some members are disappointed in the change but feel the integrity of the vote process is strong and the Board’s decision is consistent with Bylaw and statue requirements.
The Coalition Board ask that you back our candidates and vote for RJ (Dickie) Richardson and Mel Seckel.
WE NEED SOMEONE ON THE BOARD THAT WILL LISTEN TO THE ENTIRE MEMBERSHIP AND NOT JUST A SELECT HANDFUL OF FRIENDS.
We also ask that you disapprove the budget again this year because once again we are required to pay a $75.00 Restaurant Fee.
Let's take back our POA and make decisions based on the membership's approval.
