Post by leokeeler on Dec 15, 2019 17:57:17 GMT -7
I just sent this as a complaint to the Board. I hope they do not try to sweep it under the rug. Allowing Ed Dobrowsky who represents TP Ing./Clare Parker and then have Clare able to take a Board seat will set a president that can enable owners of multiple lots to control the GLA.
Leo
To the GLA Board via Email:
Landowners hold individual Memberships in the GLA regardless of the number of lots they own or share interest in. When considering elections to the Board, they must decide either to personally run to occupying a seat or have a “REPRESENTATIVE” run to hold a seat and represent their interests for all the lands and land interests they hold within the GLA.
The Board of Directors did not adequately review the Bylaws and past legal advice when it accepted both Clare Parker and Ed Dobrowski as candidates for the Board in the 2019 elections. It errored in not recognizing that Clare had authorized Ed to represent her Membership Interests and both cannot be seated as Directors at the same time. Members owning multiple lots cannot increase their influence/control of Board actions by establishing LLC’s and placing Representatives on the Board. Representatives can be removed/revoked if they do not follow the lead/directions of the Landowner.
Clare Parker is the recorded owner of Lots SG 31 D and SG 42 D, and the State records show her as the “REGISTERED AGENT” for TP Inc. and Lot SG 35A. County records include a statement of mailing address for TP Inc as “Mail to Clare Parker”. Thus, she holds “Membership Interest” in all three lots. I believe Clare also holds a controlling interest in TP Inc.
Ed Dobrowski is not the owner of record for any lands within GLA, but has been recognized as a “Representative” as designated by Clare. He has previously sat on the Board of Directors representing Clare.
Challenges to Ed being on the Board arose in 2016 and was addressed by attorney Alana Griffin. In her letter of Oct. 12, 2016, she stated: It is common practice for shareholders/trustees to represent their corporation/trust in all matters but the practice of law. Therefore, a shareholder/trustee could vote, pay dues, and even serve of the board of directors since they would be representing the Owner in all matters. The corporation or trust could even appoint a non-shareholder/non-trustee agent to do the same.”
The GLA has updated procedures and forms to allow Landowners to designate Representatives of their interests, to vote those interests, and sit on the Board of Directors to act for them. I believe the current form is titled “Designation of Representative For Legal Entity Form.
The current election procedures include the following: “Representatives for Legal Entities. Legal entities, such as corporations, trusts and LLC’s, that own GLA parcels must designate in writing the person who will speak for the legal entity in all matters and represent their Membership Interest(s) in-person at an Election or voting meeting (Bylaws Article V. G.).
While on the Board, I recall seeing documentation of Ed as “Representative” of TP Inc. for SG Lot 35A, which was signed by Clare. I have not seen any current or updated “Designation of Representative” forms but am confident any form was signed by Clare.
The GLA has not faced this issue previously nor has it sought attorney advice on how to address owners of multiple lots seeing to have their Membership Interests represented by more than one person.
A Member of the GLA association may own and vote multiple lots, but that does not entitle them to hold more than one Board seat. They must decide either to personally occupying a seat or have a “REPRESENTATIVE” hold a seat and represent their interests for all the lands and land interests they hold within the GLA.
By this complaint, I am asking the Board to reject Clare Parker as a viable candidate to the Board of Directors if Ed is on the Board as “Representative” of her interests. This restriction is to be applied to the 30+ landowners currently recorded as owning multiple parcels within GLA and to future landowners subdividing or acquiring lands.
In anticipation of the question of both Mark and Andrea having served on the Board, both of them are recorded landowners of 3 separate lots in South Glastonbury. Thus, they are entitled to represent their individual interests, which is significantly different that a person designating a representative and then attempting to also represent themselves.
Thank You
Leo Keeler
SG 26(A)(1).
Leo Keeler
SG 26(A)(1).