Post by Poor Richard on Dec 31, 2020 19:06:28 GMT -7
December 7th Massacre - Six GLA Directors Lose Their Seats
Six Glastonbury Landowner's Association (GLA) Directors lost their positions on December 7th, 2020. Some are still in disbelief and shock. Others refuse to accept that they lost their directorship. All did not discover the awful truth until Christmas Eve and morning. Talk about getting coal in your stocking.
Directors Andrea Sedlak, Jerry Ladewig, Claudette Dirkers and Gerald Dubiel lost their seats. President Newman Brozovsky and Treasurer John McAlister lost their positions as GLA Officers and their Director's seats.
Directors Andrea Sedlak, Jerry Ladewig, Claudette Dirkers and Gerald Dubiel lost their seats. President Newman Brozovsky and Treasurer John McAlister lost their positions as GLA Officers and their Director's seats.
Two directors, Jean Carp and Erica Stone resigned in 2020 and have not been replaced. Only four Directors remain on the GLA Board as of December 31, 2020; Directors Accantino, Mizzi, Dobrowski and Brockett. All four were elected in November 2019 to two year terms. Dobrowski resigned in August and gave his last day as the "end of the year". He has since tried to rescind it and even used California HOA law as a defense. Montana is not California and our state law does not allow Non-Profit Corporate Board resignations to be rescinded.
Ignorance is Bliss? Sometimes it Can Cost You Your Job
Ignorance of one legal word, "Successors", in the GLA Bylaws appears to have caused all six Directors to lose their positions.
GLA Bylaws Article VI Section D - 1, paragraph two states:
Only Membership Interests arising from ownership in Glastonbury North may vote for Directors representing Glastonbury North and only Membership Interests arising from ownership in Glastonbury South may vote for Directors representing Glastonbury South. Glastonbury North and South shall be as defined in the Covenants. Each Membership Interest in the respective area has one vote per vacancy. The three North Glastonbury nominees receiving the most votes and the three South Glastonbury nominees receiving the most votes shall be elected for two-year terms. The members of the Board shall hold office until their respective successors have been officially seated.
The above bold and italicized statement appears to have been interpreted by President Newman Brozovsky as meaning that current Directors retain their positions until new ones are elected and seated. Since the Annual Election was postponed and no new date set, then it logically follows that current Directors would remain in power until the Board decided they would finally hold a 2020 Annual Election. Many a third world dictator has employed the same self serving logic and remained in power until they were overthrown, died, or both.
Black's Law Dictionary defines Successor as "One who has been appointed or elected to hold an office after the term of the present Incumbent". So a Successor must be appointed or ELECTED before they have a legal claim to an office. Federal House and Senate elections are held in early November every two years. The candidates who win those races have a legal claim to a House or Senate seat. They are known as successors until they are sworn into office in early January. The legal definition of successor prevents cancelling elections so incumbents may remain in power indefinitely.
Normally the GLA has an Annual Election around November 11. Directors are elected, but not seated until the beginning of the December Board meeting. Current Directors continue to serve from the Annual Election until the elected successors are seated. The Bylaws very clearly state that Directors may serve for one or two year terms. Thus a Director who is seated in December serves until the end of their term at another December GLA Board meeting.
At the December 7th Board meeting six directors had terms that were expiring that night. Since the Annual Election was postponed there were no successors to be seated. Therefore all six Directors lost their seats.
The 2017 GLA Annual Election was postponed and then cancelled. That was done by an order of the court in response to the Rakela Election lawsuit. The court ordered all directors to continue their terms until an Annual Election could be held in 2018. The courts could intervene again and order that the 2020 Annual Election be held. Courts can override our Bylaws and Montana State law. The GLA must abide by our Bylaws, Governing Documents, Montana State law, Federal law and orders of the court.
On December 24th the GLA Board started to vote on a Motion to pay several road invoices. Many Directors voted who were no longer Directors. One Director complained that the vote was illegal. Former President Brozovsky arrogantly dismissed his complaint by saying:
The six directors who lost their seats on December 7, 2020 also lost their right to GLA indemnification; the right to have their legal bills covered by the landowners if the Board is sued for actions taken after December 7, 2020. If the unseated directors continue to behave as Directors, they are putting both the GLA and themselves at legal risk. Any votes they participate in are not legal or binding. They cannot make Motions nor vote on them. They cannot make deposits, handle landowner funds or sign checks to pay bills. The GLA has suffered a devastating loss and it is not clear how the remaining four directors will be able to resume normal GLA business.
Someday you should read the bylaws. Article VI part D, Directors are on until the next directors are seated.
The six directors who lost their seats on December 7, 2020 also lost their right to GLA indemnification; the right to have their legal bills covered by the landowners if the Board is sued for actions taken after December 7, 2020. If the unseated directors continue to behave as Directors, they are putting both the GLA and themselves at legal risk. Any votes they participate in are not legal or binding. They cannot make Motions nor vote on them. They cannot make deposits, handle landowner funds or sign checks to pay bills. The GLA has suffered a devastating loss and it is not clear how the remaining four directors will be able to resume normal GLA business.
It is possible, based on GLA history, that a few members of the Board will ask the GLA attorney to give an opinion that disregards the legal meaning of successor and allows all directors to stay in power until the Board is ready to finish the 2020 Annual Election. Some directors have a strong distaste for rules and laws that treat everyone equally. Other directors may be corrupted enough, that to keep their power, they will join with the ones who disregard the law. To date, no director has publicly supported the Black's Law Dictionary definition of successor. Several have stated that all directors remain in power until the 2020 Annual Election is held.
On December 30th a group of landowners submitted a petition calling for a Special Meeting to resume the 2020 Annual Election. The Director who submitted the petition for the landowners made a Motion to hold the Annual Meeting on January 23, 2021. Not one director has seconded that motion or spoke in favor of it. No visible action has been taken in regards to their petition either. Time will tell if the Bylaws will be followed and a Special Meeting held.
On January 1, 2021 the GLA Board will be in violation of Montana State law and the GLA Bylaws for not conducting an Annual Meeting in 2020.
Repeated requests to the GLA Board for more information and greater clarity have been ignored.
