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.

4 thoughts on “Illegal Board Member

  1. Whereas I do not agree with some of Mr. Lee’s voting decisions, I also do not agree with the “illegal” connotation regarding his tenure on the Board. Perhaps some procedural violations occured, but we were all aware that we were electing Mr. Lee to a two year term back in 2010. Whether his two year term started in August or October of 2010 is another matter, but I see no overriding reason for him to step down at the June 7 Board meeting.

  2. Conceivably, Blake Smith was unaware of what the Bylaws say regarding elections, term of office, vacancies, removal and resignation when he set up the election; maybe also candidate Ray Lee; and perhaps many owners were unaware that what they were voting for had been incorrectly stated to them.

    The reason for Mr. Lee to step down now is he has been serving contrary to the Bylaws. The Bylaws are the “constitution” of our HOA. An unintentional or an intentional violation of them cannot be allowed to stand and must be corrected as soon as it becomes known.

    The quickest resolution is for Mr. Lee to send in his resignation letter immediately with its acceptance being made at the June 7, 2012 board meeting. Time to do the honorable is running our Mr. Lee.

    Of course if post office speed is uncertain, the letter can be handed in at the meeting.

    Thanks Ray.

  3. Hi Fletcher

    When I last checked, Pitcairn island was still in the middle of the pacific and not subject to annexation by Blake Smith and Somersett development. Perhaps this Has changed and the bye laws in effect in Oceania are the same as Somersett, and, in a similar manner not properly followed .

    If that happens, Ray Lee will be able to lease additional desirable island ammenities for Somersett , such as a coconut shy, deep sea tropical fishing, member leased hammocks and a branch of the Sunsette grille for watching pacific sunsets (and enjoying a drink , a toast to King Blake the first, without even having to play golf). Do they have a golf course on Pitcairn? Will King Blake build the clubhouse promised to the SGCC equity members (past and present)? This will be done without an increase in assessments?

    We did elect him (not Blake and Tiffany) for two years to serve faithfully and keep the homeowners informed (and Pitcairn residents). Perhaps with a little more time in his phantom term (according to the bye laws, and some subtle manipulation of he space time continuum) Blake’s faithful servants can deliver the promised clubhouse. Maybe Mr. Christian is concerned about his assessments increasing without representation…now I remember, he was a mutineer and against the King, his subjects and all their “good works” for Somersett!

    Emerald isle resident
    Lake Tahoe CA

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