GLA Board Monthly Meeting on Monday December 5th, 2016

From Leo Keeler
My Take on the Dec. 5th Board meeting.

I want to say THANK YOU to all those that voted for me and supported me during the GLA elections. I am glad it is all finally over.

The Dec. 5th Board meeting was expected to resolve the questions about filling the 3rd SG Director seat left vacant due to election errors. The first topic of the meeting was Alanah responding to questions on the election of November 12th. The primary issues discussed in the first hour (+_) were the vote count, legal determination of who was elected to fill the 3rd vacancy, and the Confidentiality Agreement.

The discussion on the vote count centered on the recount of November 26 and what were the official numbers to use in determining a winner. Alanah presented that Nov 12th was considered the legal “record date,” as that was the date votes were originally cast. The recount of Nov 26 was an accuracy check with the numbers produced by the “recount” to be effective (i.e. used as the final count) as of the “record date.” The “record date” is also significant in determining candidate status. It was presented that Mr. Makris, even though he withdrew on Nov. 16th, was a candidate on the “record date,” and thus the winner of the third seat, as long as there was not another protest or requested recount leading to another vote.

Another election was suggested during the discussion of 3 votes that were cast without a proxy on record for parcels owned by Church Universal and Triumphant. The recount findings, counting all 5 of one landowner’s votes, and an additional proxy on Nov 26th was not discussed during this meeting.

Alanah had previously sent the Board a letter stating that members of Corporations, Trusts, LLC’s, etc. did not have to have a proxy on file or any documentation that they were authorized to accept that person’s assertion of authority to vote or sit on the Board. When a landowner read portions of our Bylaws that stated that written documentation is required, Alanah admitted to not having read Bylaw Article V F (6) Designation of Proxy, that requires a proxy be on file to vote (included below.) The question of a written proxy being needed to be seated as a Director or Ombudsman, which has a more significant impact on GLA than voting, was never discussed in detail.

Alternatives discussed were, 1) the Board could decide to hold a new Member election for only the 3rd seat, 2) another Member election for all three SG positions, or 3) the Board could consider Mr. Makris’s withdrawal as his leaving the seat vacant and available for the Board to elect the replacement.

The discussions ended when a motion was made and seconded to seat me (Leo Keeler) in the 3rd seat. I interpreted the extensive discussion lead most of the Directors to conclude that placing me on the Board was a solution that prevented the need for a future election and/or any lawsuits. Some Directors voiced a desire to have another election and Member vote to fill the seat, however, the vote to seat me prevented detailed discussion of that process.

The final issue of contention for the evening was the request (I say request because there is no requirement) that Directors sign a Confidentiality Agreement. During the open discussions, and before the vote to place me in the 3rd SG seat, I told the Board I would not sign such an agreement. I feel the State laws are adequate to protect individuals and as are the laws requiring Directors to act in the best interest of the Association. The Agreement removes the protections Directors have under State law and I believe can lead Directors to violate the State law on deceit, attached below. To act in the best interest of the “corporation,” as required by State Law, Directors must constantly decide between holding information in confidence (i.e. suppress it) or inform Members of facts that might influence their understanding, perception, and possible support for actions.

No one on the Board could give me a good reason to sign such an agreement, and other Directors stated they had not signed such an agreement.

I believe a lot of Members are glad this is over and all Director seats are properly filled.

Article VI F (6). Designation of Proxy. If a Membership Interest is held by a firm, corporation, partnership, association, or other legal entity, or any combination thereof, a proxy must be executed and filed with the Association appointing and authorizing one person to attend any or all Annual and Special Meetings of the Members of the Association and there at to cast the entire vote pertaining to that Membership Interest. If a Membership Interest is held by joint tenants, either joint tenant may attend Annual or Special Meetings of the Members of the Association and cast the entire vote pertaining to that Membership Interest, or each joint tenant may attend and cast a fractional vote. Any Member may designate any person to vote as proxy on his or her behalf. To be valid, a proxy must be in writing, dated, executed by the Member of record or legal representative of such Member and filed with the Secretary before or at the appointed time for a meeting. Such proxy shall be effective and remain in force until voluntarily revoked, amended or terminated by operation of law, until the expiration of one year after its execution or until the date of the next Annual Meeting after the proxy was used at the previous Annual Meeting. The Association shall continue to recognize a proxy which has not expired until it receives notice of such revocation, amendment or termination.


27-1-712. Liability for damages for deceit. (1) One who willfully deceives another with intent to induce that person to alter the person's position to the person's injury or risk is liable for any damage that the person suffers.
(2) A deceit, within the meaning of subsection (1), is either:
(a) the suggestion as a fact of that which is not true by one who does not believe it to be true;
(b) the assertion as a fact of that which is not true by one who has no reasonable ground for believing it to be true;
(c) the suppression of a fact by one who is bound to disclose it or who gives information of other facts that are likely to mislead for want of communication of that fact; or
(d) a promise made without any intention of performing it.
(3) One who practices a deceit with intent to defraud the public or a particular class of persons is considered to have intended to defraud every individual in that class who is actually misled by the deceit.

At the GLA Board meeting on December 5, 2016, one subject noteworthy of mention was the appointment of the new GLA treasurer. This is a one-year position and part of the executive arm of the board. Treasurer Rudy Parker decided not to seek re-election. The responsibilities of the office far exceeded his abilities.

As audience members observed the nomination process, something quite interesting occurred. The first nominee flatly refused the nomination. The second nominee also immediately declined, followed by a rapid succession of refusals from the rest of the board members. No attending director wanted the job. The newly-elected GLA president, Mr. Dennis Riley, chuckled and exclaimed, “We have a dilemma!”

In a last-ditch attempt, the name, “Mark Seaver” was heard. As is routine, Mr. Seaver was physically absent, but he had called in “attending” via cellphone. So, with an audible air of reluctance, he finally volunteered to fill the position. Both board members and attendees were quite surprised, if not shocked, at this unanticipated development. Except for an annual vacation to his home in South Glastonbury, Mr. Seaver resides in Maryland year-round. How could he realistically manage the day-to-day business of the GLA finances from afar?

While all present stopped to consider what had just happened, there was another surprise! Former GLA Vice-President and full-time South Glastonbury resident, Tim Brockett graciously offered to become the new GLA Treasurer. He stated that, “For the sake of the community, I am willing to take on the responsibilities of the treasurer. I have the abilities to do that.” Continuing, he voiced,” I am willing to do all the work that needs to be done and put in the time. That’s a serious issue.”

Of course, the office of treasurer has to go to a board member. It was also suggested that one of the two South Glastonbury directors step aside, and then, Mr. Brockett could be appointed to the GLA Board. No discussion followed. High-pitched laughter was heard reverberating from Mr. Parker.

When it came time to vote, newly-elected GLA President Dennis Riley, largely ignored Mr. Brockett’s offer saying, “Well, we only have one person nominated for treasurer. Let’s take a vote.” Seaver appointment was quickly confirmed. Right away, Secretary Charlene Murphy intervened with the idea to have a “treasurer’s team” to handle the ongoing workload.

Mr. Parker was appointed treasurer about 1 ½ years ago. Mr. Parker was clueless regarding basic accounting practices, evidenced by his repeatedly inaccurate monthly financial reports and other failures. There is a vast collection of documentation to this effect posted on this forum (if you’d like to learn more, search “Parker” in green bar above).

How can the newly appointed treasurer, Mr. Seaver, who lives out-of-state, handle all of the day to day responsibilities required of the GLA treasurer? Some of the duties include, but are not limited to:

• Picking up the mail at the post office
• Signing and depositing checks
• Paying bills and employee salaries
• Dealing with ongoing collection efforts
• Conferring with the accounting service in Livingston
• Managing additional aspects of the GLA finances/accounting
• Giving, live detailed financial reports at monthly board meetings
• Chairing/running the many Finance Committee meetings throughout the year

This is not plausible. Will the accuracy of our financial records be further compromised? How can the complicated finances of this homeowner’s association be managed from clear across the country? It has been very difficult to hear all of what Mr. Seaver says each and every time he has participated in meetings long distance. Cell phone reception is at best, intermittent and scratchy. It is would be nigh impossible for him to deliver the financial reports via cellphone each month. With an already overloaded board, how can anyone reasonably and practically give Mr. Seaver the help he needs to manage the daily and ever-changing complexities of the GLA Finances? Is this another recipe for disaster?

The GLA is in dire need of someone who is qualified to manage the finances and manage them professionally. Mr. Parker has proven to be unfit for the position, and Mr. Seaver faces many uphill challenges in fulfilling his fiduciary responsibilities as an absentee treasurer. Mr. Brockett has the time, the presence, the commitment and the expertise to be an exceptional treasurer for the community of Glastonbury. Why not select the one who is best qualified for the position?