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Post by Admin on Feb 16, 2014 14:53:35 GMT -5
Here is what I was able to hear on the audio of the meeting; most of it was pretty clear.
IMPORTANT: These results are preliminary--there is a result that is highly questionable and being researched. The report on the Budget/Internet passage was based on BOD's proclamation; this requires validation as there is an irregularity that requires more study.
A side note on entire membership and voting parcels; these are two different numbers. The entire membership is comprised of 790 parcels according to SLohA's report to the state of Florida; however, at least two of them cannot vote due to extreme delinquency. Three of the parcels are owned by SLohA (two are drainage parcels and one adjacent to the Admin office) and I am uncertain of their voting status. So, the # of "voting parcels" might be 788 or 785. All voting is based on entire membership, which might be 788 or 785. I have also seen the voting threshold described as 50% of the votes cast by the entire membership. There are many versions of the Bylaws--some of them duly adopted and others not.
Valid votes are those which the Election Committee deemed to be properly completed and legibly submitted by eligible voting members (delinquent members cannot vote). A total of 650 ballots were submitted. Twenty-one (21) ballots were discarded because they "did not follow the rules". That means there were 629 "valid votes". The Meeting quorum of 188 was established with 30% of the total membership represented by ballots (629)-per statute:
On the internet budget proposals:
Without Internet: 223 YES (130 NO and 273 Abstained)
With Internet: 260 YES (211 NO and 151 Abstained)
First of all, when validating the outcome, one must recall that the ballot instructed voters to vote for only ONE of the proposals--therefore the total number of votes would logically be 629. Our governing documents require a simple majority i.e. 50% +1 of the entire membership or possibly of the votes cast by the membership, to pass.
Only AFFIRMATIVE Votes count toward passage. "NO" votes may give more information in the absence of not marking a ballot; however, "NO" votes and Abstentions (a non-vote or blank ballot response) have no impact on the outcome of the ballot item or election.
The TOTAL of ALL Yes and No votes is 824--and if you count in Abstentions, for which there is no check off box on the ballot, the total # of votes cast were 1248.
Let's take that in for a moment; you could only cast ONE vote for ONE of the two proposals and there are only 629 possible valid votes but Election Committee tallied 864 votes--1248 if you want to count NonYes and NonNo votes (abstentions).
There is something very wrong here and something totally predictable. It appears that MANY people voted for BOTH proposals which is only one reason why this Ballot is flawed.
Here is another wrinkle; the SLohA attorney told KL that the "complex dual ballot" was not permitted by either our governing laws or by Florida statutes. The attorney ALSO said that "ratification" of the budget by the membership was not defined in our governing laws. The practice of SLohA in the past has been a simple majority of the entire membership ie 50% + 1 to ratify a budget or 50% of votes cast by the membership. Under the "Votes Cast Plan", a majority of 692 is 315. Under the "Entire Membership Plan, the majority is 395.
BOD proclaimed the budget with internet as passed.
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Post by zoe1742 on Feb 16, 2014 15:41:13 GMT -5
Let me ask for a clarification on this:
Is it a hard fact that 315 votes are needed to pass the budget?
Was there a total of 629 votes cast?
For budget 223yes 130no 273abs = 626T
For internet + budget 260yes 211no 154abs =622T
Someone needs to do their math.
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Post by Admin on Feb 16, 2014 16:13:08 GMT -5
Here's what I have been able to discover about ratification. There is NO ratification voting threshold in our documents. The SLohA attorney told KL this in the Feb 2014 letter. I checked it out and it's true--no ratification number or percentage described anywhere!
So, all we have to go on is what is prescribed in the statutes and guess what--this is not addressed in FS720. Most HOA's do not require ratification of budgets. If the Statutes addressed it, they might default to the governing documents which would be useless in this case, since our docs are silent of the numbers required to ratify. If the Statutes addressed it, the path would be clear and we would be required to follow the law.
So, all we have left is "reasonableness and history". In the past, SLohA has approved Budgets by a simple majority i.e. 50% + 1 of the entire membership OR of the votes cast by the membership at the Annual Meeting. These could be very different standards. You could have budget ratification with 50% + 1 of the "votes cast by the membership" ie "50% of 629 + 1 which is 315. If you needed 50% + 1 of the entire membership, you would need 395 votes (50% of 788 plus 1).
Since I do not have access to past Minutes, I have no historical way to validate which "50% +1" scenario has been practiced/adopted in the past. It would seem reasonable to use the "entire membership" scenario as this is used by other related financial Florida statutes (for Reserves, by example).
Seems the Rules Committee should be looking at things other than those initiatives on the MANBOD's Wish List. Our documents are a mess!
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Post by Admin on Feb 16, 2014 16:16:58 GMT -5
The number 629 is correct.
The numbers do not add up. Remember I am listening to an audio. I believe these numbers are correct as I listened several times to be accurate. Yes, you are right; the arithmetic is off. We should probably request a recount.
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Post by Guest Owner on Feb 16, 2014 16:54:00 GMT -5
Let me ask for a clarification on this: Is it a hard fact that 315 votes are needed to pass the budget? Was there a total of 629 votes cast? For budget 223yes 130no 273abs = 626T For internet + budget 260yes 211no 154abs =622T Someone needs to do their math. Zoe1742 , maybe I don't understand but are you saying the Election Committee's math is off or are you asking Admin to do their math ? I guess when you said "someone", is what has confused me . |
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Post by Math Whiz on Feb 16, 2014 17:19:03 GMT -5
Let me ask for a clarification on this: Is it a hard fact that 315 votes are needed to pass the budget? Was there a total of 629 votes cast? For budget 223yes 130no 273abs = 626T For internet + budget 260yes 211no 154abs =622T Someone needs to do their math. Here is the math on these two (2) items in % For Budget 626 Total and 223 yes Votes equals 35.62% For Internet + Budget 622 Total Votes and 260 Yes Votes equals 41.8%
On the Board Meeting Minutes Sept. 11 2013 President KL states "Only by a Vote and approval by 3/4 (75%) of the homeowners can a change be made."
This statement by President KL was in reference to discussion of conference with attorney on Sept. 4. Board voted 8 to 1 for second opinion on legality of regulations/covenants documents of 1986 and the 2013 preservation of same to determine if declatory judgment needs to be done. [which would be very costly to SLohA].
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Post by Guest Owner on Feb 17, 2014 6:51:49 GMT -5
Let me ask for a clarification on this: Is it a hard fact that 315 votes are needed to pass the budget? Was there a total of 629 votes cast? For budget 223yes 130no 273abs = 626T For internet + budget 260yes 211no 154abs =622T Someone needs to do their math. I don't believe that the TWO Budget Votes can be added together to achieve a Passing Vote for either Budget option.
The BOD or whoever concocted this most confusing Ballot really screwed themselves right from the beginning , EVEN IF the TWO Budget Votes could be tallied together, that would and should have been spelled out in the instruction page of the ballot information , however it was not and can not be manipulated to get even ONE win from TWO LOSSES !
I would like to thank whomever sent this years Ballot to print , you are obviously helping to keep costs down to owners in SLR and clever enough to sabotage the Illegal Internet Extortion Fee from passing . Thanks again !
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Post by Admin on Feb 17, 2014 8:46:12 GMT -5
No you cannot add the YES votes from TWO separate budget proposals together to pass either one! Just think, you could declare both of the proposals passed if you added YES votes. That makes about as much sense as this BOD's screwed up plan to do this.
BOD has defeated BOTH budget proposals because the vote failed to pass either proposal.
BOD should resign for reasons of incompetence.
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Post by Admin on Feb 17, 2014 8:50:26 GMT -5
I found the answer to this in the Bylaws:
Section 2 The owners of individual lots or parcelt sH all be entitled to a vote in the affairs of the corporation as set forth in the Articles of Incorporation.
Section 3 No other person or legal entity sH all be a member of the corporation or vote in its affairs
The accurate voting parcels of the entire membership would exclude SLohA's parcels (3) and the delinquent parcels (2)--so ALL calculations for voting purposes would have to use 785 (i.e. 790 minus 5).
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Post by Admin on Feb 17, 2014 9:04:59 GMT -5
My recollection is that the secret meeting was held in secret and no minutes have been provided. In order for the meeting to be exclusionary to members, the attorney MUST have been present. However, since no Minutes were made or at least available to Members, it appears that BOD has conducted business illegally. That being said; this meeting was the time that the BOD was having a hissy over the BB carport and that was the only thing that anybody "knew" about that might require the input of an attorney (who may or may not have been in attendence at the secret meeting).
When a straw vote was taken at the BOD meeting when this was discussed, there was overwhelming approval by the audience. It is curious that the results of the Rule change on the ballot were so evenly divided for/against though it did pass. Anyway, I digress. KL- in his usual half=cocked manner- pronounced that the Carport Rule change would require a 75% vote. That is not correct. It actually would require "not less than a majority of votes cast by the membership". That is what the bylaws say about adopting new R & R and changes to R & R. KL needs to do some reading.
So, in the case of this annual meeting, the number to adopt a change is: 629 (# of votes cast) divided by 2 = 314.5 and add 1 to get 315 to pass
The carport item got 342 YES and it passed.
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Post by Admin on Feb 20, 2014 5:53:09 GMT -5
Sorry -I got this number wrong. It wasn't my math but rather the shock wave reverberating my brain and rattling my bag at the outcome of the election and trying to make sense of it to myself and help others sort it out.
The key phrase in the statute is "...30 percent of the total voting interests". That would be ALL PARCELS eligible to vote (not just the parcels that DID vote!). So, the quorum is 30% of 785 or 236.
Just as a point of interest, how the Election Committee calculated that the quorum had been met was not described at the Members Meeting. This is KEY information and should have been announced. Hopefully, when the BOD gets around to doing the Minutes, it will be included in our Official Record.
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Post by Admin on Feb 20, 2014 7:00:26 GMT -5
I have been asked to go through the numbers for most election results because it can be confusing:
Covenants: First, this is the most superior document in SLohA's governance--the CONTRACT--the Legal Promise that was agreed to between SLohA and each Member. Covenants are the broad statement describing the concept of the property and establishing broad use restrictions. It is not meant to be changed easily and voting thresholds are the highest of all thresholds. Regardless of what anyone would like you to believe, it does not have a provision for amending it; therefore, there is NO voting threshold for amending the Covenants. BOD is only pretending when they propose a Covenant be amended on the ballot.
What the Covenants (for each UNIT plat) DOES have is a provision to RELEASE a parcel from some (or all) of the Covenants (for the Unit Plat) by a vote of 75% of the entire membership (for the Unit Plat). This was included to account for situations like the two drainage lots on SBT; where parcels are voluntarily removed (released) from covenant use restrictions, do not have "rights" and are not bound to pay assessment fees. This "release" might be to the greater benefit of members. This would be required by the Unit Plat members only-not the entire membership. We should remember that SLohA is THREE subdivisions with separate Covenants! This has never been done by SLohA.
Many people in SLohA are not even aware of the Covenants because the BOD never put the original Covenants in the Redbook!
What MOST older Covenants say, when they have an amendatory provision, is that a 75% vote of the entire membership is needed to amend (change). It is critical that people understand you CANNOT ADD a Covenant without consent of 100% of Members and "anyone with an property interest i.e financing institution"! Also, any change must relate to a Covenant that is already there and simply "flesh it out". The change cannot "constrict or diminish" the amended covenant. Legislative changes cannot take away contractual rights unless the Members agreed to it at the beginning i.e. when taking the Deed along with the Declaration of Covenants and Restrictions.
(You should verify this if you are in doubt; the Covenants are posted on this Forum for all to read and decide for yourselves about the imaginary Amendatory provision. It's pretty dry reading but at least not a lengthy document. It is NOT hard to understand!).
Members properly rejected ALL proposed covenant changes (for various reasons) but the fundamental problem with the ballot is that BOD is offering members an option to do something that they have no legal authority to do --and they are putting it into a form that is unlawful because there are THREE subdivisions that must vote separately (for release only).
MRTA extinguishes Covenants after 30 years unless formally preserved.
Articles of Incorporation: This is a corporate document and is the next highest authority just below the Covenants. It states the reason for establishing SLohA as the management agent for managing the interests and properties of the Association. This is where it is found that SLohA was incorporated under FS617 and it did not agree to be bound by future legislative changes "as amended from time to time". Changes to Articles must be agreed to by 2/3 of the entire membership. Articles are rarely changed. Articles are not extinguished by MRTA.
BYLAWS: This is the next document in the hierarchy and is also a corporate document. It is the WAY that law is conducted--the due process of administering the laws. It describes how elections are to be conducted, how Reserves are handled, powers of the board and its officers and how member meetings are conducted. It requires 2/3 of the entire membership to make changes. In general, these types of procedural rules of conduct CAN be changed by legislative changes because the changes are "procedural" and do not impact the property rights. Sadly, these Bylaws have been changed by agents over the years and are a MESS--especially in the Elections part (surprise!). Bylaws are not extinguished by MRTA which is too bad- these need extensive surgical repair!
BUDGETS: Must be ratified by the Membership. Another "messy" area of documents as they do not state by what percentage. The practice is acknowledged to be "50% of the entire membership" and this is consistent with the statutes when discussing changes to HOA finances.
PROJECTS over $50,000: Changes like a New ANNEX must be voted on and approved by "at least a majority of the members casting ballots"--SAME as changing Rules & Regulations. This was not done for the Annex or Boat Dock. The law is that any One Project estimated to cost $50K or more is required to be voted on; BOD cannot circumvent this by chopping up the $100K project into pieces i.e. Phase 1 of the Boat Dock and Phase 2 of the Boat Dock. That is called "deception".
ELECTION OF OFFICERS: This requires at least a majority of the valid votes cast at a meeting of the membership. There needs to be a quorum to hold a meeting. If there is no quorum, there can be no election of directors. When that happens, the Old Directors keep their seats and can appoint a successor if they desire.
Rules & Regulations: Changes to Rules & Regulations must be approved by "at least a majority of valid votes at a meeting of the membership". OK there are two parts to this; first, you must have a quorum or you cannot have a legal Meeting. If you can't have a meeting, you have no votes counted. So, the quorum requirement in our documents is 50% of the entire membership but this is out of date. This was lowered by statute to 30% of the entire membership and that is what SLohA must obey. For SLohA, that quorum number is 236 based on a voting membership of 785. A quorum can be established at an Annual Member Meeting, a Regular Meeting or a Special Meeting.
So, after the quorum is established, then votes cast can be counted. The voting threshold is "at least a majority of the membership votes cast". This is the lowest voting threshold. In the case of the last election, a rule can be passed or changed by 315 votes--the majority of the 629 votes cast at a properly-quorumed meeting. This is why ALL the proposed rule changes passed--the voting threshold is low.
Rules & Regulations are expired by MRTA along with the Covenants because they are use restrictions running with the property.
SOP's: These have nothing to do with our governing documents except that they cannot conflict with any SLohA document or Florida statute. They are considered to be "in house" operating guidelines and intended to clarify how the Board or office will attend to SLohA business within the "administrative house constraints". They cannot be more limiting than any law. For example, SOP can say "Members can make an Official Records Request during office hours only to specific personnel" in furtherance of administrative and organizational considerations. This would be to prevent "chaos" by Members walking up to a BOD director and handing them an Official Records Request.
Robber's Rules of Order: This has nothing to do with anything except the "order" of meetings. These are simply guidelines on the proper order and conduct of meetings. Sometimes, Rules & Regulations are adopted to make meetings subject to Robber's Rules of Order. That is just to prevent individual opinions from deciding how to conduct a meeting and specifying the "final word" in case of disagreement and to document the resolution of any conflict in the Official Record.
"Let the Chips Fall": In my experience, this is a new SLohA-specific governance model adopted informally by BOD to ignore our laws, do whatever they want and "Let the Chips Fall".
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Im Trying
Addict
" Chillin-Out " One Day At A Time !
Posts: 143
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Post by Im Trying on Feb 20, 2014 8:57:18 GMT -5
A Well Stated Great Post. Thank You for the Information!!! This post should be sent to all Members and the BOD's.
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Post by Admin on Feb 20, 2014 9:30:23 GMT -5
Thanks. I am thinking that your idea might be a good one. People seem really confused after this last election.
My sister has been going to the pool every day and she hears people talking and reported to me a group saying "they didn't know anything about covenants and we had been getting along without them so far..." She has been reporting overheard snippets of conversation that confirms my suspicion that many, many Members know next to nothing about how SLohA government is supposed to work.
Sadly, our own leaders further confirm this when they make an election proclamation that a budget passed "because it got more votes than then other proposed budget". Appalling ignorance!
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Im Trying
Addict
" Chillin-Out " One Day At A Time !
Posts: 143
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Post by Im Trying on Feb 20, 2014 10:15:56 GMT -5
SLohA's Attorney stated it was A Ballot Poll, as to remedy the situation and to make it Legal. So we now have to many Polls and one Heck of a Log Jam...  |
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Im Trying
Addict
" Chillin-Out " One Day At A Time !
Posts: 143
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Post by Im Trying on Feb 21, 2014 9:02:57 GMT -5
Hello BOD !!! Did my Poll Choice Count? How long does it take to recount 600+ Polls? Did you misplace the Poll Votes? Remember you can always use a calculator, to help with the recount. Plus, if you all can not make a decision on which Poll to ratify, just Flip A Coin, it will make the choice for you...
A SLR's BOD's recent Workshop Meeting, Now Famous last words by one BOD Member:
"Damn-It, Let's Vote To Put The Internet Back on The Ballot and Let The Chips Fall"!!!
It looks like to me "The Chips Fell in Your Lap".. Why pay for a Lawyer's Advice if it is Ignored!!!
I have a Idea!!! Maybe it is time to have a BODs Recall, now that would save time and money, plus Fix The Main Problem....
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Post by Admin on Feb 21, 2014 9:08:34 GMT -5
From what I understood, BOD decided to "throw out" the ballots where a member chose more than one proposal. It is anybody's guess what additional information that would suggest to guide a future business decision. A delaying tactic perhaps. It really only tells you how many members read and understood voting instructions.
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Anonymous Environmentalist
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Post by Anonymous Environmentalist on Feb 21, 2014 11:15:26 GMT -5
From what I understood, BOD decided to "throw out" the ballots where a member chose more than one proposal. It is anybody's guess what additional information that would suggest to guide a future business decision. A delaying tactic perhaps. It really only tells you how many members read and understood voting instructions. I sure hope they didn't really throw them out; that would be called tampering with evidence... |
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Post by Dick Tracy on Mar 7, 2014 2:20:01 GMT -5
A Question? If the past Ballot was declared illegal by SLohA's Attorneys, and it was only a Poll. How can our BODs claim that none of the Covenants Passed and the Carport proposal Passed.. If a Group of SLohA Lawyers stated in a letter to the BODs, that the Ballot was illegal and only a Poll. I would think that ALL "For"or"Against" Items Voted on the Ballot, would also be illegal. Do we pick and choose which Ballot Items are OK to count as Passed. Please Correct Me if I am Wrong. Even Mr. Tracy gets it wrong sometimes. What a Crows Nest we have in SLR. It will take sometime to get it untangled. Maybe Years !!!
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Post by Admin on Mar 7, 2014 7:00:21 GMT -5
I don't know either Dick Tracy. But, my guess is that, if legally cH allenged, the entire ballot would be declared Invalid if anything on it or on the support documents was found to be a substantive error, as was the case in this last election. So, if someone were to cH allenge the Carport rule and other rules purportedly passed, they might be able to cH allenge successfully on a whole bunch of election process violations--from the mis-handling of the election using a non-authorized two-envelope system to the error on the proxy card to the misleading information about the assessments increase--not to mention the illegal proposal of two budgets for ratification. Just my opinion that where one apple in the basket is rotten, the entire basket is spoiled.
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