BOD Member Conflict of Interest??

An issue regarding a potential “conflict of interest” by a Somersett Owners Association (SOA) Board Member raised its head when the Sierra Canyon Association (SCA) President, Loren Farell, opined that SOA Board Member Jason Roland should resign or take a leave of absense from Board duties until the SOA’s lawsuit against the Somersertt Development Company (SDC) is settled. This based upon Mr. Rolands wife being enployed by SDC. In this regard, Mr. Farell submitted a letter to the SOA Board (i.e., on behalf of the SCA Board) formalizing their request for Mr. Roland to take leave of absense. A copy of Mr. Farell’s letter may be accessed via the following link:   SC President Statement

Mr. Farrell’s letter to the SOA Board obviously required a response, subsequently provided via a “To Whom it May Concern” memo from the SOA Attorney, which basically stated that there is no valid reason for Mr. Roland to take a leave of absence. A copy of the SOA Attorney memo may be accessed via the following link:  To Whom it May Concern

Editorial Note:

As stated in a previous Blog Article, SU concurs that the request by SCA Board members for Mr. Roland to take a leave of absence is unwarranted. All Somersett Owners in good standing have a right to serve on the SOA Board when duly elected. If conflicts of interest arise it is then the responsibility of the Board Member to recuse himself/herself from all activities pertaining to the source of the conflict, as Mr. Roland has appropriately done. Given the SDC Rockery Wall litigation will most likely take years to resolve, a leave of absence would result in a SOA Board with only four members for an extended period of time (not good for getting majority votes) and deprive the SOA community of a BOD Member they elected to serve. Unacceptable!

Nevada Law under NRS 116.31084 addresses abstention from voting by HOA Board Members, which is quoted below for reference:

NRS 116.31084  Voting by member of executive board; disclosures; abstention from voting on certain matters.
1.  A member of an executive board who stands to gain any personal profit or compensation of any kind from a matter before the executive board shall:
(a) Disclose the matter to the executive board; and
(b) Abstain from voting on any such matter.
2.  A member of an executive board who has a member of his or her household or any person related to the member by blood, adoption or marriage within the third degree of consanguinity or affinity who stands to gain any personal profit or compensation of any kind from a matter before the executive board shall disclose the matter to the executive board before voting on any such matter.

Clearly, Mr. Roland has not violated the above with his recusals and no evidence to the contrary, even though his obtaining any personal profit from the lawsuit settlement is highly questionable. The SCA Board should have recognized such. So why their request? Perhaps just a frivolous offshoot from the ongoing SCA disatisfaction with the SOA on the whole Rockery Wall issue!

15 thoughts on “BOD Member Conflict of Interest??

  1. It is clear to me that Jason should stay. It is the wife, Tiffany, who should leave.

    Tiffany was (and still is) an employee of Blake when he controlled the Board and she was also on it. Since leaving the board she has been on the Community Standards Committee for too many years. Time to go and let someone else join the CSC.

    What better way to end any doubt of conflict for Jason!

    PS Easier to replace a committee member than a board member.

  2. SU,
    Thank you for continuing to keep us current, and especially for your editorial perspective/comments regarding SOA board member Jason Roland. We so wish the various sub associations and neighbors could search for commonality in solving/managing our mutual interest!

  3. I disagree.. I think we are fortunate to have both Jason and Tiffany Roland working for our HOA..They are both very competent and professional.. more so, than others working on the Board.

  4. I would like to thank both Jason and Tiffany Roland for their years of service to the SOA. Neither has done anything wrong … they have followed all laws, rules and regulations. They both give their time, energy and expertise to making Somersett a better place for everyone.

  5. Although I have said Jason shouldn’t resign, he should have indicated his potential conflict on his Candidate Statement which he didn’t.

    Also, it is hard to believe that conflicted conversations don’t take place at home as they are circulated around the the community-at-large.

    How would you like to have your appeal of a Community Standards Community decision with Tiffany on it heard by the Board with her husband Jason on it.

    I think we have a two-way conflict street and as mentioned Tiffany is the one who should resign.

    BTW change is good in many situations and this is one of them.

  6. Thank you Patricia and Nancy for your nice comments.

    Joe, you keep posting that Jason did not mark he had a potential conflict of interest on his candidate statement but you need to do some additional research. Jason’s candidate statement is posted on this website and it does show he marked having a potential conflict of interest and added the potential conflict was due to me working for the Declarant. This statement was included with the ballots that were mailed out to all homeowners prior to his election.

    I think the original post about Jason recusing himself from any potential conflicts was very clear. If there is a conflict, Jason recuses himself. There is a lot of business the SOA handles that doesn’t relate to me (the “wife” as you you so condescendingly stated), the Declarant or CSC. The items that do relate, he recuses himself. It’s a pretty simple procedure.

    Jason and I love this community and want it to continue to be as beautiful as it was when we moved here many years ago. We happily volunteer to serve this community, and because of our history with this community, we are two of the few, besides you, who fully understand our very complicated governing documents.

    Being on the CSC committee is not a glamourous position. Sometimes you have to sit in front of your neighbors and then fine them for violations. I try to make sure all rules are enforced uniformly and consistently. I take the position very seriously. After years of experience, I believe consistency is very important and in my opinion putting new members on the committee every year could put the association in legal jeopardy as the rules could be enforced differently year after year.

    Again, I only volunteer because I want to help keep the community looking beautiful not because I have any personal vendettas against any individual homeowner. If there are other homeowners who would like to go through the process of fully understanding NRS, and all of our governing documents, and feel they could enforce those rules in an unbiased manner, I would happily pass the baton on to them.

    1. I am 99% sure I saw a handwritten Candidate Statement of Roland’s with a check in the box in front of “No, I do not have a potential conflict of interest.” I even had the impression it was turned in “at the last minute” before the deadline as concerned owners were keeping tabs on who is in the race thinking there might not even be an election.

      If that did not happen, I apologize.

      I did get from the Association Office copies of Jason’s Candidate Statement (2017) along with those for SC owners Glenda Powell (2015 & 2017); Joe Fadrowsky (2016); Frank Leto (2017); and Steve Guderian (2017).

      Jason’s Statement was typed and the box in front of “Yes, I have a potential conflict of interest” was checked. I believe this Statement was completed after comments at a Candidate Night brought up the potential conflict of interest and the handwritten Statement was redone. Once again, if that did not happen, I apologize.

      As I already knew who I was voting for so I only paid attention to the ballot and not the Candidate Statements that were mailed with the ballot.

      In looking at the Statements for the SC candidates listed above, all of them show a check in the box in front of the “No statement.” Since all own in Sierra Canyon, I believe they should have checked the “Yes statement.”

      When business is before the Somersett board that involves SC matters, the SC owner members unquestionably have the right participate in the discussions; but I believe they have no right to vote on them as they are conflicted.

      That would be the same in the case of a Somersett owner who might live in a development voting on something that affects that development. For example, if a board member lives in Mountain Crest where calming devices are being proposed for Back Nine Trail that member should debate the pros and cons, but abstain from the final vote.

      If you would care to drive the community with me I can show you numerous locations were rules not only are not being enforced uniformly or consistently, but, in my opinion, not at all.

      Not putting new members on the committee for fear of putting the association in legal jeopardy is not a valid reason for excluding them. The same argument could be made for having a permanent board of directors. Also, there is always an association attorney who can step in when necessary.

      I am sure CSC members have no personal vendettas against any particular owners, but in your case being so involved with the committee and community you are also the pipeline from the association to its master developer who the association now happens to be suing. That is borderline conflict if not actual conflict, in my mind. Perhaps there is a better word than “conflict.”

      I believe I have a full understanding of NRS and our governing documents and have mentioned several times in the past to various board members my desire to serve on the Community Standards Committee to not only ensure that rules are enforced and uniformly, but also to update those that have become unenforceable as violations of them have grown so numerous, e.g. “chicken wire” and “mow-strip” related, that they demand to be revised or eliminated.

      All volunteers are to be commended. However, when one’s desire is to “to help keep the community looking beautiful” their efforts might be better directed towards landscaping matters than enforcement matters.

      1. Joe

        Mr. Rowland’s 2017 candidate statement that went to all voters along with the Ballots did indeed have the “Yes” potential conflict of interest box checked. In it he clearly identified his wife’s employment with the Somersett Development Company. So whatever point you are trying to make here really has no relevance. That is, all voters were advised of such and duly elected him to serve on the Board.

        If you are cognizant of NRS statutes, you should be aware that NRS 116.31084 does not use the term “conflict of interest”, rather it simply states the following:

        “A member of an executive board who stands to gain personal profit or compensation of any kind from a matter before the executive board shall: a) Disclose the matter to the executive board; and (b) Abstain from voting on any such manner.”

        To date, Mr. Roland has recused himself from matters pertaining to the Somersett Development Company Rockery Wall Lawsuit, a wise decision on his part. However, given the NRS statute, I am not sure he needed to do so, as It is hard to imagine how he would “personally profit” from the lawsuit regardless how it is eventually decided.

        Ms. Roland, like all other SOA Committee members serve at the pleasure of the Board. If you somehow believe she should not serve on the Community Standards Committee, then suggest you petition the Board for her removal, citing your reasoning.

        Your implication that SOA Board members should not vote on matters associated with a sub-association that they may live within, has no basis of fact and is a ridiculous premise. As stated in the above NRS Statute, abstaining from voting pertains to one gaining personal profit or compensation. Prey tell me how one may gain personal profit or compensation from speed bumps. Unless of course he is the contractor installing them!

        Jim Haar

        1. I have found this post on conflict of interest to be very interesting. The fact that there can be a diversity of opinions on this subject says a lot in itself. NRS 116.31084 is not the only section associated with conflict of interest in NRS, look at (b) below.

          NRS 116.3103  Power of executive board to act on behalf of association; members and officers are fiduciaries; duty of care; application of business-judgment rule and conflict of interest rules; limitations on power.

          1.  Except as otherwise provided in the declaration, the bylaws, this section or other provisions of this chapter, the executive board acts on behalf of the association. In the performance of their duties, the officers and members of the executive board are fiduciaries and shall act on an informed basis, in good faith and in the honest belief that their actions are in the best interest of the association. Officers and members of the executive board:

          (a) Are required to exercise the ordinary and reasonable care of officers and directors of a nonprofit corporation, subject to the business-judgment rule; and

          (b) Are subject to conflict of interest rules governing the officers and directors of a nonprofit corporation organized under the law of this State.

          One could argue that this whole section could apply to this topic.

          I do not believe the Mr. Bowers opinion on this matter can be taken so lightly and dismissed off hand.

        2. As mentioned, I did not see/read the Candidate Statements that went out with the ballot. I had already made up my mind who to vote for so only looked at/filled out the ballot and threw the unread Statements in the trash as they were irrelevant to me at the time. I still think that Mr. Roland submitted his Statement twice and the second typed one was an expanded version of the first handwritten one; with the second one marked ”Yes Conflict” and the first one indicating “No Conflict.” Perhaps association staff can verify whether a handwritten one was submitted and then a typed one or only the typewritten one. I will gladly stand corrected.

          NRS 116.31034(9) and 9(a) says: “Each person who is nominated as a candidate for membership of the executive board pursuant to subsection 4 must make a good faith effort to disclose any financial, business, professional or personal relationship or interest that would result or appear to a reasonable person to result in a potential conflict of interest for the candidate if the candidate were to be elected to serve as a member of the executive board.”

          NRS 116.31034 further says: (10)(a) “A person may not be a candidate for or member of the executive board or an officer of the association if: (3) the person resides in a unit with, is married to, is domestic partners with, or is related by blood, adoption, or marriage within the third degree of consanguinity or affinity to another person who is also a member of the executive board or an officer of the association.”

          One can see from the wording the legislature used that it was trying to include the main positions they could think of, but probably excluded committee members because: (1) they are hard to get; and (2) the legislature never thought of prohibiting that common sense category. No rules making body can think of everything which is why the Nevada legislature revises NRS 116 every other year.

          Anyone can recuse themselves from discussions at board meetings. However, the final vote recorded in the minutes available to board members and unit owners makes things obvious. Also, audio recordings can be gotten by any unit owner and perhaps passed to a rescued board member. As is said, “secrets are hard to keep.” While there is the opportunity for any board member to talk confidential board business at home, there is no third party there to monitor.

          I don’t think there would be much a fuss if Mrs. Roland wasn’t also an employee of the master developer who could learn much from her about the association that he is not entitled to know as non-member (is he?); and who is also currently being sued by the association. Of course there is no rule that prohibits Mrs. Roland from attending board meetings and listening to what her husband was rescued from and then discussing it with him or her boss later. Also, there is the problem of an owner disciplined by the CSC (Mrs. Roland) and then appealing to the Board (Mr. Roland). As is said, something is fishy here.

          Rather than petition the Board to remove Mrs. Roland, I’d rather recall a board member or even the whole board. Pretty easy to do under NRS 116.31036.

          Throughout history people have abstained and recused themselves from issues that might make others think they are not impartial. Happens in Washington DC where elected congressional members (board members) represent their constituents (unit owners).

          Constituents like their representatives to be as open and non self-serving as possible.

          The vote of a board member on controversial speed bumps where he lives could sway the board decision one way or the other to his personal favor or disfavor. Better to abstain from the board vote and have the affected unit owners vote with the majority ruling. Even Supreme Court justices abstain.

      2. Joe,
        So now your new stance is Jason must have changed his candidate statement after candidate night? I normally don’t give your posts the time of day due to their biased slant and colorful interpretations of the law that always benefit your “side” of the story. However, after finding out you are continuing to post misinformation about me and my family, I can’t idly stand by and let you defame our character. So, I’ll ask, why haven’t you taken the few minutes of time to research the facts?

        Here, I’ll help you find the facts. Look at the post on this Somersett United website (which I believe you cofounded so you are probably better at navigating) on October 24, 2017 and you will see a copy of Jason’s candidate statement. (You can select the month on the calendar on the right-hand side of the website to make it really easy) It was posted on Somersett United prior to the candidate nights, the dates of which are also included on the October 24th post, so stating your new “fact” that Jason must have changed his statement after the candidate nights is completely wrong. It was really easy to search this website and find the information. So again, why didn’t you take the time to research the facts? Is it because the facts don’t work with the “vendetta” agenda you are trying to set into motion?

        Not taking the extra few minutes of time to pursue the facts about Jason’s candidate statement destroys your credibility. If you can’t get an easily verifiable fact correct why should anyone believe your many conspiracy theories? Continuing to post this inaccurate information after being told your statement was unequivocally false is now to the point of harassment or even libel. I respectfully request you sincerely apologize for all of the false statements you have posted about my family and cease this harassment now.

        1. I already apologized on March 5 at 8:57AM; and said I will stand corrected on March 5 at 11:08PM (see above) and repeat same here and now.

          May both of you continue with your good work. As the community matures it needs more than ever experienced, knowledgeable and dedicated volunteers like the both of you.

          1. Thank you Joe. I really appreciate it.

            I know a lot of what you do is to try and keep everyone in this community honest and I completely agree with that function. However, I also know there is a long history of the “us” versus “them” mentality in Somersett (Sierra Canyon vs non-Sierra Canyon, SGCC vs non-SGCC, etc) and I really don’t know how that all started. (Maybe we just live in a world where everyone always has to have an enemy/opponent like Republicans vs Democrats or my team vs your team?)

            In any case, we are all ONE Somersett (with two clubhouse facilities) and I believe we could accomplish so much more if we could all work together instead of trying to rip each other apart.

  7. It is surprising that the Rolands’ have been “attacked” for not having Somersett’s best interest first and foremost. As Jim Haar pointed out, what do they have to gain financially? We all have been financially impacted by the wall failures.

    A conflict that is brewing between the SGC and the SOA, will mean that Joe Stout and Terry Ritter, Somersett Country Club Members, will have to recuse themselves.

    Steve Guderian in a letter to the SC residents indicates that as apart of the SCC turnover; we will have $700,000 in extra maintenance, repairs; presumably for the management of the irrigation system for the CGC and C9. It seems that the SGC has allowed the maintenance to lapse, requiring expensive repairs. It certainly is an obligation of the SOA to inform ALL residents of the actual details.

    The SOA have already signed a Tolling agreement about their liability with the Wall failure with the SGC. This is on very favorable terms to them, incurring extra costs to ALL Somersett residents… We have already paid $700K to repair their wall and over $200K (so far) in legal fees to try and recapture some of the repair costs from SDC (where Tiffany Roland works) and the Rock wall builders. Perhaps the insurance companies will settle (as they did for the Villages wall failure). The only thing I know for sure is that we will have to pay well over $300K in legal bills win or lose!

    I would like to remind all readers and residents that Tony Fakonas’s Plan B (SGC Financial Failure) wouldcost $60/month EXTRA

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