Illegal Board Member

Posted by Joe Bower

The current Somersett owner board member has illegitimately been serving since the November2010 Annual Meeting of the Members and his votes since then are invalid. His excellent service has obscured these facts.

His predecessor, Mr. Doug Browne, was elected to a two year term on September 12, 2008 and resigned during his term effective May 10, 2010.  The current board member was elected to the Board on August 10, 2010 to serve a two-year term erroneously scheduled to end on August 9, 2012. The length of that term is contrary to the Bylaws of the Association.

In accordance with the Bylaws, his term as director should have ended on September 12, 2010 and definitely no later than the November 2010 Annual Meeting of the Members. An election was not held at that meeting, or at any subsequent meeting, to elect a new director or to re-elect him. As a result, he has been serving as a director since November 2010 without having been elected to that office.

Section3.03 of the Bylaws of the Association provides:

“Upon the death, resignation, or removal of a director during his or her term, the Board may call a special meeting of the members to elect a new director to the unexpired portion of the term or the Board may leave the position vacant until the next annual meeting, at which time any unexpired director’s term shall be filled by election of a new director.”

Regardless of what the law firm for the Association has said implying that his first official meeting (October 2010) was the beginning of his term and expiring at the November 2012 Annual Meeting, a director’s actual term begins at time of election. In his case he did rise from the attendees at the August 10,2010 meeting after the elections results were announced and began his term immediately by sitting at the board table where he and Mr. Blake Smith semi-seriously talked about who would hold which officer position on the Board.

Following this August election and prior to the October board meeting, he was actively engaged performing such director duties as: attending an AGC meeting; reviewing the number of transactions that the Committee has been involved with in the past; working on a new fee schedule to be effective retroactively to January2010; preparing a recommendation for a re-organization of the AGC process; driving through the community to observe how violations are handled; reviewing financial statements; studying the renewal proposal with Philadelphia Insurance Company,  reviewing other Association documents previously unavailable to him; and working on the budget for 2011.

Although he needs step down at the June 7, 2012 open session board meeting, it might be very good for the community if Mr. Smith would appoint him as an owner member of the Finance Committee. The Association has numerous financial matters to be addressed, including preparation of the 2013 Budget, and his prior involvement and expertise in Association financial matters can serve the community well without his continuing as a board member.