Post by Poor Richard on Dec 21, 2020 8:49:43 GMT -7
GLA Violates Bylaws - BOD Vacancies Remain Unfilled
Three Glastonbury Landowner Association (GLA) Directors gave written resignations to the GLA Board since August 2020. On August 27 Director Ed Dobrowski stated "I would also like to inform the board that because of my busy work schedule that I resign at the end of the year". Director Jean Carp resigned on August 29. In October Erica Stone resigned from the GLA Board. Both Carp and Stone's resignations were effective immediately.
The GLA Bylaws Article VI (E) state:
The GLA Bylaws Article VI (E) state:
Vacancies. Notice of vacancies in the Board of Directors between Annual Meetings shall be mailed, delivered personally, faxed, or e-mailed by the Secretary, or other person designated by the President, to each Member within the affected area (Glastonbury North or Glastonbury South) within thirty (30) days of the occurrence of the vacancy. Thereafter, the Members in the affected area will have thirty (30) days to contact the Board to express interest in filling the vacancy and to provide qualifications. The Board shall fill such vacancies by a vote of a majority of the remaining members of the Board at a Special Meeting of the Board held for that purpose. Each person so elected shall be a member of the Board of Directors until the next Annual Election Meeting. If the vacated term does not expire at that time, then the Annual Election will include a modified ballot for Members to decide who will serve the remainder of the vacated term. If such vacancy occurs less than four months before the next Annual Election, the replacement should be elected at that Election Meeting.
The key legal word in the above quote is "shall" which means an action is required. So the GLA Board must notify members of the vacancies within 30 days. That action was not taken for Carp or Stone's vacancy.
The last line of the above quote states "If such vacancy occurs less than four months before the next Annual Election, the replacement should be elected at that Election Meeting". The key word here is "should". Legally, should does not carry the same weight as "shall". Should is merely a suggestion and does not require that a specific action be taken like "shall" does. It appears that some GLA Directors may have misunderstood that phrase and relied upon an incorrect legal interpretation as a reason not to notify landowners of the vacancies.
Almost 4 months have passed since Jean Carp resigned. Dobrowski's resignation becomes effective on December 31, 2020. No Annual Meeting is yet scheduled and the GLA Board will soon have just nine members. Three positions will be vacant on January 1, 2021.