Post by leokeeler on Feb 1, 2016 12:57:15 GMT -7
To GLA Board of Directors
cc: To provide for broader Member awareness, I am sending this to: glastonburylandownersgroup@gmail.com, nghilltopgroup@gmail.com; theirishpossee@gmail.com,
THIS IS A FORMAL COMPLAINT WITH FACTS PRESENTED IN THIS LETTER AND ON THE REQUIRED FORM DEVELOPED BY GLA
On December 7, 2015, President Charlotte Mizzi violated state law 35-2-414 and 416, and Bylaws Article VI (B) and (H) with assertion and implementation of her stated new meeting process, greatly different from the Board approved Conduct of Meeting policy implemented May 18, 2015. The entire Board also violated these legal requirements by allowing the handing out and following the new Meeting Decorum at the January 11th, 2016 Board meeting.
The following are the critical elements of State. (Emphasis added)
35-2-414. Requirement for and duties of board
(1) Each corporation must have a board of directors.
(2) Except as provided in this chapter or subsection (3), all corporate powers are exercised by or under the authority of the board, and the affairs of the corporation managed under the direction of its board.
35-2-416. General standards for directors
(1) A director shall discharge the duties as a director, including the director's duties as a member of a committee:
(a) in good faith;
(b) with the care an ordinarily prudent person in a similar position would exercise under similar circumstances; and
(c) in a manner the director reasonably believes to be in the best interests of the corporation.
(3) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.
The following are the critical elements of the Bylaws which all Board members are required to be aware of, understand, and implement. (Emphasis added):
Bylaw Article VI (B) The business and affairs of the Association shall be managed by the Board of Directors. Such Directors shall in all cases act as a Board
Article VI (H) Quorum “The Directors shall act only as a Board and the individual Directors shall have no authority as such."
I request the Board start the February 8th meeting with a change to the agenda. The first order of business should be to discuss and implement the following order of business for this meeting and to present it to the Membership to replace Bylaw Article VI (P) Meeting Agenda.
1. Call to order with pledge of allegiance and moment of silence
2. Call for Member comments to the Board as an Open Floor Comment Period
3. Reading and disposition of any unapproved Minutes
4. Reports of Officers and Committees
a. Vote on items requested by Committee Chair
i. Call for and hear Member Comments before votes are called
ii. Call for and hear comments specific to the topic from the audience.
5. Ombudsman report(s)
6. Unfinished Business
7. New Business; finish with a call for future agenda items from Members
8. Second Open Floor Comment Period and
9. Adjournment
In closing I ask, how can a Director know what they do not know, which a member of the audience knows, if they do not ask the audience to speak.
Thank You
cc: To provide for broader Member awareness, I am sending this to: glastonburylandownersgroup@gmail.com, nghilltopgroup@gmail.com; theirishpossee@gmail.com,
THIS IS A FORMAL COMPLAINT WITH FACTS PRESENTED IN THIS LETTER AND ON THE REQUIRED FORM DEVELOPED BY GLA
On December 7, 2015, President Charlotte Mizzi violated state law 35-2-414 and 416, and Bylaws Article VI (B) and (H) with assertion and implementation of her stated new meeting process, greatly different from the Board approved Conduct of Meeting policy implemented May 18, 2015. The entire Board also violated these legal requirements by allowing the handing out and following the new Meeting Decorum at the January 11th, 2016 Board meeting.
The following are the critical elements of State. (Emphasis added)
35-2-414. Requirement for and duties of board
(1) Each corporation must have a board of directors.
(2) Except as provided in this chapter or subsection (3), all corporate powers are exercised by or under the authority of the board, and the affairs of the corporation managed under the direction of its board.
35-2-416. General standards for directors
(1) A director shall discharge the duties as a director, including the director's duties as a member of a committee:
(a) in good faith;
(b) with the care an ordinarily prudent person in a similar position would exercise under similar circumstances; and
(c) in a manner the director reasonably believes to be in the best interests of the corporation.
(3) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.
The following are the critical elements of the Bylaws which all Board members are required to be aware of, understand, and implement. (Emphasis added):
Bylaw Article VI (B) The business and affairs of the Association shall be managed by the Board of Directors. Such Directors shall in all cases act as a Board
Article VI (H) Quorum “The Directors shall act only as a Board and the individual Directors shall have no authority as such."
I request the Board start the February 8th meeting with a change to the agenda. The first order of business should be to discuss and implement the following order of business for this meeting and to present it to the Membership to replace Bylaw Article VI (P) Meeting Agenda.
1. Call to order with pledge of allegiance and moment of silence
2. Call for Member comments to the Board as an Open Floor Comment Period
3. Reading and disposition of any unapproved Minutes
4. Reports of Officers and Committees
a. Vote on items requested by Committee Chair
i. Call for and hear Member Comments before votes are called
ii. Call for and hear comments specific to the topic from the audience.
5. Ombudsman report(s)
6. Unfinished Business
7. New Business; finish with a call for future agenda items from Members
8. Second Open Floor Comment Period and
9. Adjournment
In closing I ask, how can a Director know what they do not know, which a member of the audience knows, if they do not ask the audience to speak.
Thank You