Post by Admin on Jul 30, 2016 5:48:46 GMT -7
Administrator's Note: The following letter to the GLA Board was released by Debbie Blais via the Glastonbury Landowners For Positive Change.
Re: Ballot and Notice of Special Meeting of the Members to vote for proposed Amendment to Covenant Section 11.06, dated July 26, 2016
GLA Board,
I request a meaningful reply to this email within 5 business days, no later than Close of Business Tuesday, Aug 2, 2016 – otherwise I will file a GLA Formal Complaint, having already attempted to communicate and resolve the problem amicably. I will request that my Formal Complaint, if necessary, be on the Agenda for the August Board Meeting.
In the Instructions (p. 2 of 3) of the voting packet, Article XII, Section 1 of the Bylaws, paragraph A is listed and erroneously purported to “Govern your vote” and specify the “Voting Requirement for Passage” of the change to Covenant 11.06.
This Paragraph A of the Bylaws pertains to Amendments of the Bylaws and Articles of Incorporation: “These Bylaws and the Articles of Incorporation may be amended, repealed or altered, in whole or in part, from time to time whenever at least fifty-one percent (51%) of the Membership Interests of the Association in good standing at the time attending any Annual or Special Meeting, …. shall have voted in favor of such amendment.”
While Covenants, paragraph 2.05, pertains to Amendments of the Covenants and states: “The covenants in this Declaration may be altered, amended, modified, waived, abandoned or terminated in whole or in part at any time by the affirmative vote of at least fifty-one percent (51%) of the Membership Interests of the Association in good standing at the time.”
Problem: The Ballot is for a vote to amend Covenants 11.06, but the procedures for amending Bylaws and Articles of Incorporation were erroneously applied to amending Covenants! And the procedures for amending Covenants were not specified anywhere in the Instructions! WHY wasn’t Covenants paragraph 2.05 pertaining to amendment of Covenants included in the voting packet? WHY, instead, was a paragraph pertaining to amendment of Bylaws and Articles of Incorporation included in the voting packet?
We are NOT amending Bylaws or Articles of Incorporation with this vote! Is this a mistake or an intentional effort to misdirect and misinform landowners on this vote? The requirements to amend Bylaws and Articles of Incorporation (51% approval of membership interests in good standing in attendance at the Special Meeting) are obviously less stringent than those required to amend Covenants (51% of ALL membership interests in good standing). Unfortunately, this looks like a thinly veiled attempt to facilitate “passage” of the Covenant change.
Call to Action: This misdirection in the Official GLA Notice and Ballot Instructions needs to be immediately corrected and made clear to the entire GLA membership by reissuing proper Ballot Instructions containing Covenant paragraph 2.05; not Bylaws Article XII, Section 1, paragraph A. If this cannot be done quickly within a week, the Special Meeting and vote scheduled for August 27th should be cancelled and rescheduled. It is not sufficient to announce a correction in the voting procedure at the Special Meeting, as that will not reach the majority of landowners who mailed in votes or used proxies.
Lack of Secrecy: Placing a landowner name on the envelope containing the landowner vote is not a secret voting process – especially when the Number of Votes pasted on the envelope needs to be transcribed to the inside of the ballot, along with an Official GLA Initial! This can be corrected with a proper voting packet, if the GLA does decide to reissue the Ballot and Voting Instructions with the proper procedures for amending a covenant (Cov 2.05).
Summary: All members of the GLA Board of Directors should be aware that any change to our Covenants requires a 51% approval of “at least 51% of the Membership interests of the Association in good standing at the time.” Period. That is the requirement for amending Covenants and that is what landowners expect to happen on the vote to change Cov 11.06. The Bylaws and Articles of Incorporation is not applicable (N/A) to an amendment of the Covenants – and more importantly, shall NOT be the voting requirement for passage of an amendment to the Covenants, as stated in the Ballot and Voting Instructions.
Debbie Blais SG 39-D