We'll take these issues in order. First, here is the proposed by-law:
"Under no circumstance shall the Board of Directors enter into an agreement with any lender, public or private, for the purpose of procuring funds in excess of $15,000 without securing the approval of the membership of the Association by a referendum, executed at a duly called meeting of said membership as identified in article VI, Sections 2 and 3 of the By-laws. Said meeting must conform to the guidelines set forth in article VI, Sections 2 and 3 of the By-laws. A Quorum of 1/3 of eligible voters (members in good standing) must be present in person or by proxy at the duly called meeting for the vote to be valid. The vote may also be obtained at the annual meeting. The referendum must pass by a simple majority of votes cast."
The Covenants (Final lines of section (9).) say:
"The funds derived from said assessment shall be used for the payment of maintenance expenses of the subdivision and for any other purposes necessary or desirable in the opinion of the Board of Directors of Wedgefield Plantation Association for the general benefit of the subdivision. THE JUDGEMENT OF THE BOARD OF DIRECTORS OF WEDGEFIELD PLANTATION ASSOCIATION IN THE EXPENDITURE OF SAID FUNDS SHALL BE FINAL."
The by-law allowing the membership to bring a change to a vote states:
ARTICLE XIII, AMENDMENTS TO BY-LAWS, Section 1: "Proposed alterations, amendments, or proposals to repeal the By-Laws can be made only by WPA members in good standing, and must be submitted to and approved by the Legal Committee prior to being voted on by the WPA Membership. These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted by two-thirds of the votes in good standing present at the Annual Members' meeting either in person or by proxy provided that notice thereof is mailed to the eligible voters not less than twenty days prior to the date of the meeting."
NO OPTION IS AVAILABLE TO THE MEMBERSHIP, OR THE BOARD IN REGARD TO THE COVENANTS. THEY STAND AND CANNOT BE CHANGED. In the past, this very legal committee, has denied putting a by-law change on the ballot because it conflicted with our covenants.
Residents have the right to submit their by-law changes to the board to be considered as to whether they meet a legal test, and if so, brought to a vote by the general membership, at the annual meeting. First, our submissions must pass the scrutiny of our legal committee, who may in turn take it to the attorney for review and opinion, in determination as to whether it can appear on the ballot. Did the legal committee send this by-law change to the attorney of record? Did your legal chair get the opinion in writing so the legal committee, fellow board members, and the membership can request the opportunity to review it?
The October legal report has been reviewed. Listen the tape at the Wedgefield Times. In regard to this by-law moving to ballot, our legal chair reports that it can. He tells us that it "limits" the board's ability to barrow money beyond $15,000. He states that he did get the legal opinion in writing and it is available for review. It is a surprise in the respect that it limits the power set forth in the covenants. We will write the board and ask to review the opinion.
In closing, it comes as a surprise that the legal chair got the opinion in writing. This very same legal chair refuses to get opinions in writing in almost every other instance. We'll review the opinion. This particular by-law reeks of our own home grown legal party - the concerned citizens. Our legal chair and at least one other member of his committee have been active members in that party. Both of these individuals wrote to residents and advised them to hold their assessment payments in escrow, in what could be viewed as an attempt to cause default on the last loan. As to the legal opinion, you'll remember that each side of the last lawsuit, had written legal opinions, supporting their side. It looks as though our board attorney of record supports not all of the membership, but our legal chairs' side in allowing this to go to ballot. This very same attorney denied the 2011 recall petition that utilized the same state law used in 2010 by one of its leaders - our legal chair. In the past, fear tactics were used in regard to our reserves and expenditures. They'd ask, "What if a big storm devastated our community?" What if a huge storm hit and we didn't have enough money for clean up and recovery? Read the restrictions for calling for a vote. We'd be from now until forever, before the vote could be taken. Currently, our roads, drainage, etc., projects come out of reserves, at the whim of this board. They've even made changes to the reserve study. What if we were hit by that big storm and didn't have reserves? Would $15,000 take care of it?
I'd suggest you vote "NO" on this by-law. It reeks of prejudice. It is in conflict with our covenants. Right now if you live in the Enclave, or take your request to your favorite board member, you get served. That is the kind of power this board wants to maintain, they aren't worried about the future and how future fair minded, boards' hands might be tied. Think that is hard? I listened to this very same unbiased (????) legal chair speak about the other by-law change appearing on the ballot. If approved it would insist the board hire a CPA to do our books. He tainted everything when he cast his opinion on it saying that we had done that before (CPA handling the books), "without a whole lot of success". His opinion. He spent far more time embellishing the benefits of restricting the board's ability to borrow. More tainting.
