Post by Veritas on Jun 11, 2024 13:04:22 GMT -7
2023 Bylaw Changes Enable the GLA to Easily Dissolve or Split
In July of 2023 the Governing Documents Committee of the Glastonbury Landowners Association (GLA) mailed a ballot to all landowners. The ballot contained two pages of detailed changes to the GLA Bylaws. The Chairman of the Governing Documents Committee was Andrea Sedlak. In 2022 Andrea Sedlak and the Dissolution crew lost a lawsuit against the GLA. They were attempting to dissolve or divide the GLA into two separate organizations.
A Court Hearing in January of 2022 ordered a GLA Special Election to be supervised by a Pendente Lite; Nels Swandal. The Election was completed successfully and a report was filed. The Forum announced the Election results on September 7, 2022. Dissolution Attorney Lofing notes that all the court rules were followed and a majority of landowners voted for separation. Then he launches into a critical argument about GLA Governing Documents. Lofing says that since the Covenants need not be changed, the 51% threshold of YES votes from all eligible landowners required to achieve that, does not apply. Rather he believes that the lower threshold of a majority of those who cast ballots is all that is needed to divide the GLA. He backs up his argument with pertinent quotes from various GLA Governing Documents. You may download his October 11th, 2022 court filing here. It is a well-written document and the arguments are coherent and persuasive.
A Court Hearing in January of 2022 ordered a GLA Special Election to be supervised by a Pendente Lite; Nels Swandal. The Election was completed successfully and a report was filed. The Forum announced the Election results on September 7, 2022. Dissolution Attorney Lofing notes that all the court rules were followed and a majority of landowners voted for separation. Then he launches into a critical argument about GLA Governing Documents. Lofing says that since the Covenants need not be changed, the 51% threshold of YES votes from all eligible landowners required to achieve that, does not apply. Rather he believes that the lower threshold of a majority of those who cast ballots is all that is needed to divide the GLA. He backs up his argument with pertinent quotes from various GLA Governing Documents. You may download his October 11th, 2022 court filing here. It is a well-written document and the arguments are coherent and persuasive.
Here is the vote total for and against separation from the September 7, 20022 Election Results Forum article:
Question for Members:
Separation into 2 Units – North & South
South:
Separate: 81
Remain as-is: 41
North:
Separate: 45
Remain as-is: 62
A solid majority voted to separate. Their wishes were defeated because Judge Gilbert decided that the GLA Covenant rules applied which dictated that 50% + 1 of ALL members vote YES.
In 2023 Chairman Andrea Sedlak inserted legal language into the 2023 Bylaw Changes ballot. That changed the rules regarding "Member Questions". Article V Section F 4 language was added that stated:
If this language was present in the 2022 Bylaws Sedlak and the Dissolution crew would have prevailed and won their lawsuit against the GLA. The new threshold for dissolving the GLA would drop from 50%+1 YES votes to simply a majority of those who cast ballots. 200 YES votes were required to separate the GLA in 2022. Only 126 voted to separate. The 2023 Bylaw changes allow the number of yes votes to be a simple majority. That reduces the 200 YES vote threshold to as little as 55 yes votes.
Download the July 2023 Bylaw Change Ballot and information packet here.
South:
Separate: 81
Remain as-is: 41
North:
Separate: 45
Remain as-is: 62
A solid majority voted to separate. Their wishes were defeated because Judge Gilbert decided that the GLA Covenant rules applied which dictated that 50% + 1 of ALL members vote YES.
In 2023 Chairman Andrea Sedlak inserted legal language into the 2023 Bylaw Changes ballot. That changed the rules regarding "Member Questions". Article V Section F 4 language was added that stated:
"On questions submitted to the membership for votes, if the total number of qualifying votes needed to approve the question equals or exceeds fifty-one percent (51%) of the total membership interests of the members in good standing who cast ballots the vote shall be effective and shall have passed."
If this language was present in the 2022 Bylaws Sedlak and the Dissolution crew would have prevailed and won their lawsuit against the GLA. The new threshold for dissolving the GLA would drop from 50%+1 YES votes to simply a majority of those who cast ballots. 200 YES votes were required to separate the GLA in 2022. Only 126 voted to separate. The 2023 Bylaw changes allow the number of yes votes to be a simple majority. That reduces the 200 YES vote threshold to as little as 55 yes votes.
Download the July 2023 Bylaw Change Ballot and information packet here.