Item 7c SOA BOD Meeting April 14, 2021

The following post submitted by Vince Loving, Association member:

” Initially I had a plan to compose and submit a positive letter for the April 14 SOA board meeting, but time got away from me and I missed the 3pm deadline.

With that said, I felt it was extremely positive that the board was actually going to follow a process to arrive at the best solution related to the renewal of the contract with First Service Residential. I saw the move to measure and research was a move in the right direction compared with previous issues that have all been treated with complete subjectivity.

To think the board was improving THEIR performance with this was an error on my part.

I sat through the “Townhall Meeting” on Tuesday April 13th, becaming more puzzled as that presentation unfolded. The meeting seemed to only be promoting why the SOA should move to internal management, almost no mention of selecting a new vendor to replace FSR or retaining our vendor FSR.

I must share that I have no love or dislike for FSR, but every interaction with this vendor has been respectful and helpful. They have always been positive in resolving any issue.

Fast forward to the April 14th Board meeting, it turns out that the newest 3 board members have been gathering information to support their desire to kick FSR to the curb at year end, they have been doing so since October 2020 when they were running for the board, despite stating they had no plan to change anything major, they just wanted Somersett to be “happier”.

It seems replacing or eliminating the management company is quite a major change.

When providing the board’s initial data there were 3 case studies cited, one was a 55+ community in the Las Vegas area, another was a failed hybrid model in the Stockton, California area (not Sacramento) and the third was our neighbor Caughlin Ranch, which has always been internally managed.

Caughlin Ranch is possibly the closest model, but it took the homeowners forum at the end of the board meeting to bring out the fact Caughlin Ranch is taking a hard look at bringing in a management company to handle the community.

The board meeting became quite interesting after the intro to the “consultant” that the board has identified to steer the board to a decision and possibly through the transition to internal management. There were several folks who have raised concern over a conflict of interest, me included. It was really terrific to be “educated by the “consultant” on the meaning of “conflict of interest”, this from someone whose resume indicates a career in the public sector, we all know politicians have a different view of ethics than most people do.

Speaking of ethics, it was interesting when Craig Hanson brought up that the board had made zero effort to look at anyone beyond the appointed “consultant” to consult on this project. Craig pointed out the completely unethical optics surrounding the selection of this individual and lack of a formal RFP. The Gang of 3 pushed back that they would be embarrassed to present our RFP to anyone outside the community, yet they repeatedly mentioned that Somersett is a small city unto itself. It was however classic, when Terry Retter, retired from PWC corrected the Gang of 3 on their wrongheadedness on this topic.

Thank you, Mr. Retter and Mr. Hanson, for being the voice of reason.

So here we are AGAIN. The Gang of 3 is driving the bus, they have made up their minds on how an issue will be resolved and only go through the motions for optics and perhaps because the law requires it to some extent. Any integrity the Gang of 3 had, is now lost, as they have proven they are only working for their own self-interest.

As I write this, I can only reflect on some of the statements that the Gang of 3 has made over the last 5 months, the top 5 are as follow:

People in custom homes have different tastes and motivations than those in tract homes.  Bill O’Donnell

If you don’t like what we’re doing hire an attorney.  Mark Capalongan

The law says we don’t have to take input from anyone to make these decisions.  Mark Capalongan

People who complain must have had unhappy childhoods.  Bill O’Donnell

Some people complain just to complain.  Bill O’Donnell

SOA Vacant Director Position

Director appointment

With Mr. Hanson’s resignation there is now an opening on the SOA Board of Directors. How will it be filled?  There are apparently three options for the Board to consider: 1) hold a special election, 2) leave vacant until the next election (held annually in November), or 3) appoint an interim Director until the next scheduled election. However, are there really three options? The appointment option has been a subject of controversy in the past, wherein it has been determined both a legal and non-legal option under the Associations Governing Documents, which we shall quote as follows:

Nevada Law: NRS 116.3103 2(c)

 2.  The executive board may not act to:

      (c) Elect members of the executive board, but notwithstanding any provision of the governing documents to the contrary, the executive board may fill vacancies in its membership for the unexpired portion of any term or until the next regularly scheduled election of executive board members, whichever is earlier. Any executive board member elected to a previously vacant position which was temporarily filled by board appointment may only be elected to fulfill the remainder of the unexpired portion of the term.

SOA Bylaws:  Article III Directors

Section 3.03 ELECTION AND TERM OF OFFICE:  …………….  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 members’ meeting, at which time any unexpired vacant director’s term shall be filled by election of a new director. ………….

As can be seen from the above , Nevada law permits the appointment of Directors to fill vacated terms “notwithstanding any provision of the governing documents to the contrary”. Given that it is clear the Bylaws do not provide the Board with the right to appoint Directors, which rule applies? SU will leave this interpretation to others.

Interpretation of rules aside, logically speaking, unless we are very close to the annual October election cycle, appointment by the Board of an interim Director makes the most sense. Leaving the position vacant for a long period of time places undue burden on the remaining Directors and compromises the quorum requirements. Conducting a special election is a complex, costly and time consuming process that should be avoided. 

If the appointment option prevails, SU would suggest reaching out to previous Board members who have remained active in community affairs, or perhaps a Committee member whose expertise complements those of the existing Board members. Especially important if the Board decides to move toward a self-managed Association.