Commentary on "GLA Annual Election and Voting Procedures"
Jul 19, 2018 13:59:39 GMT -7
Admin and chris like this
Post by Claudette Dirkers on Jul 19, 2018 13:59:39 GMT -7
To: The GLA Board,
The July 2, 2018, mailing regarding “GLA Annual Election and Voting Procedures,” is concerning for a number of reasons, cited below:
1. The header:
"GLA Annual Election and Voting Procedures
Sent for Review & Comment to all Glastonbury Landowners"
• This header lacks a necessary defining word, such as, "new" or "updated," in reference to certain new proposals embedded in the document. Absent is the distinction between established, restated policies and those which are newly proposed. Thus, it is misleading to the majority of landowners.
2. The opening line of the first paragraph:
"It is the GLA’s position that a 30-day review is not necessary, but in the interest of gathering member feedback and out of caution for potential court challenges, the board is sending out these Election and Voting Procedures for member review and comment. The deadline for submitting comments is August 1, 2018. Please send your 30-day comments to the GLA Board at Info@glamontana.org, 406-451-0033, PO Box 312, Emigrant, MT 59027, postmarked on or before August 1, 2018."
• Why gather membership feedback at all if "a 30-day review is not necessary"?
• Thus, rather than inviting or welcoming membership commentary, this opening sentence tells landowners that the entire content of this document is a foregone conclusion by the board. It clearly contradicts the solicitation of input from landowners.
3. The following is a brand new proposal, yet stated as though it were an established policy:
“Board directors and candidates may not cast Proxy Votes for members: Due to the DV-2011-193 Stipulated Settlement Agreement, ‘The GLA Directors may not cast proxy votes for members in any capacity; however they may cast their own votes as landowners. The Proxy Authorization form will be amended accordingly.’ In order to keep the elections fair and every candidate on equal footing, no one running for the Board may cast proxy votes for any members in any capacity, they may only cast their own votes as landowners.”
• The first sentence states that "The GLA Directors may not cast proxy votes for members in any capacity," which was determined by a judge as part of the DV-2011-193 Stipulated Settlement Agreement with the O’Connell’s,” (in July of 2012). Linking this numbered court case acts as a precursor to, and a justification for, the current GLA Board to unilaterally, and arbitrarily seize the voting rights from landowner candidates who are not incumbents, and also functions to dictate the latter as a firmly established policy.
• An obvious stark contrast exists between a judicial declaration that disallows an incumbent candidate or the board from casting proxy votes, versus the capacity of GLA Board to take away voting rights from non-incumbent candidates.
YOU ARE EQUATING YOUR POWER WITH THAT OF A JUDGE, AND EXCEEDING YOUR AUTHORITY.
• It is both concerning and vastly inequitable for spouses of incumbent candidates to cast proxy votes without restriction. Following along your line of reasoning, the missing fact, and obvious conclusion is, that the board must also confiscate all proxy votes cast by spouses of incumbent candidates. That would only be fair for the same declaration you have presented.
• Furthermore, the second sentence highlighted above, simply parrots the uninviting opening header that this is a PRONOUNCEMENT, and not a proposal, whatsoever. By your asserting, "Non-incumbent candidates may not cast proxy votes in any capacity," is a breach of the GLA Bylaw, Article V, which states, “That any member may designate a person to vote as their proxy.” *
THIS BOARD IS ATTEMPTING TO CHANGE THE BYLAWS WITHOUT A MEMBERSHIP VOTE.
ONCE AGAIN, YOU ARE EXCEEDING YOUR AUTHORITY AS A BOARD.
GLA Bylaw Article V, states:
"G: 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 thereat 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 GLA 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."
The highlighted aforementioned directive by the GLA Board is a violation of Montana state law. Below are an excerpt and pertinent links:
2017 MT Annotated Code
Proxies
“35-2-539. Proxies. (1) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form, either personally or by an attorney-in-fact."
leg.mt.gov/bills/mca/title_0350/chapter_0020/part_0050/section_0390/0350-0020-0050-0390.html
leg.mt.gov/bills/mca/title_0350/chapter_0020/part_0050/section_0420/0350-0020-0050-0420.html
4. The following information quoted in July 2018, had already been decided by counsel, as recorded in the official meeting minutes of November 5, 2013.
From: July 2, 2018
“GLA Annual Election and Voting Procedures
Sent for Review & Comment to all Glastonbury Landowners
Representatives for Legal Entities: As per Bylaws Article V G: Land in Glastonbury owned by legal entities, such as corporations, trusts and LLC’s, must designate in writing, their representative who will vote in person on Election Day on behalf of the legal entity. These Representative Designation Forms were mailed in July 2017 to all Corporations, Trusts, LLC’s and Associations. Legal entities may submit an Absentee Ballot without providing a Representative Designation Form."
From: 2013:
“Landowners Association, Inc. Board of Directors Meeting Minutes - Final November 5, 2013:
"Election Committee Report – AA Alyssa reported that she had received clarification from legal counsel that when a membership interest is held by a corporation, the corporation can designate an individual to act as their representative. Verification of a designated representative would need to be documented by the corporation and provided to the GLA prior to allowing such individual to run for election to the board or to vote on behalf of the corporation. She also reported that regarding voting for positions to be filled at the annual election, legal counsel confirmed that only 1 vote would be counted for each unique candidate per ballot. If the same candidate was designated to fill more than one position on any one ballot, it would only be counted as one vote since one person cannot fill multiple positions."
Respectfully submitted,
Claudette Dirkers, NG 29-B
The July 2, 2018, mailing regarding “GLA Annual Election and Voting Procedures,” is concerning for a number of reasons, cited below:
1. The header:
"GLA Annual Election and Voting Procedures
Sent for Review & Comment to all Glastonbury Landowners"
• This header lacks a necessary defining word, such as, "new" or "updated," in reference to certain new proposals embedded in the document. Absent is the distinction between established, restated policies and those which are newly proposed. Thus, it is misleading to the majority of landowners.
2. The opening line of the first paragraph:
"It is the GLA’s position that a 30-day review is not necessary, but in the interest of gathering member feedback and out of caution for potential court challenges, the board is sending out these Election and Voting Procedures for member review and comment. The deadline for submitting comments is August 1, 2018. Please send your 30-day comments to the GLA Board at Info@glamontana.org, 406-451-0033, PO Box 312, Emigrant, MT 59027, postmarked on or before August 1, 2018."
• Why gather membership feedback at all if "a 30-day review is not necessary"?
• Thus, rather than inviting or welcoming membership commentary, this opening sentence tells landowners that the entire content of this document is a foregone conclusion by the board. It clearly contradicts the solicitation of input from landowners.
3. The following is a brand new proposal, yet stated as though it were an established policy:
“Board directors and candidates may not cast Proxy Votes for members: Due to the DV-2011-193 Stipulated Settlement Agreement, ‘The GLA Directors may not cast proxy votes for members in any capacity; however they may cast their own votes as landowners. The Proxy Authorization form will be amended accordingly.’ In order to keep the elections fair and every candidate on equal footing, no one running for the Board may cast proxy votes for any members in any capacity, they may only cast their own votes as landowners.”
• The first sentence states that "The GLA Directors may not cast proxy votes for members in any capacity," which was determined by a judge as part of the DV-2011-193 Stipulated Settlement Agreement with the O’Connell’s,” (in July of 2012). Linking this numbered court case acts as a precursor to, and a justification for, the current GLA Board to unilaterally, and arbitrarily seize the voting rights from landowner candidates who are not incumbents, and also functions to dictate the latter as a firmly established policy.
• An obvious stark contrast exists between a judicial declaration that disallows an incumbent candidate or the board from casting proxy votes, versus the capacity of GLA Board to take away voting rights from non-incumbent candidates.
YOU ARE EQUATING YOUR POWER WITH THAT OF A JUDGE, AND EXCEEDING YOUR AUTHORITY.
• It is both concerning and vastly inequitable for spouses of incumbent candidates to cast proxy votes without restriction. Following along your line of reasoning, the missing fact, and obvious conclusion is, that the board must also confiscate all proxy votes cast by spouses of incumbent candidates. That would only be fair for the same declaration you have presented.
• Furthermore, the second sentence highlighted above, simply parrots the uninviting opening header that this is a PRONOUNCEMENT, and not a proposal, whatsoever. By your asserting, "Non-incumbent candidates may not cast proxy votes in any capacity," is a breach of the GLA Bylaw, Article V, which states, “That any member may designate a person to vote as their proxy.” *
THIS BOARD IS ATTEMPTING TO CHANGE THE BYLAWS WITHOUT A MEMBERSHIP VOTE.
ONCE AGAIN, YOU ARE EXCEEDING YOUR AUTHORITY AS A BOARD.
GLA Bylaw Article V, states:
"G: 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 thereat 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 GLA 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."
The highlighted aforementioned directive by the GLA Board is a violation of Montana state law. Below are an excerpt and pertinent links:
2017 MT Annotated Code
Proxies
“35-2-539. Proxies. (1) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form, either personally or by an attorney-in-fact."
leg.mt.gov/bills/mca/title_0350/chapter_0020/part_0050/section_0390/0350-0020-0050-0390.html
leg.mt.gov/bills/mca/title_0350/chapter_0020/part_0050/section_0420/0350-0020-0050-0420.html
4. The following information quoted in July 2018, had already been decided by counsel, as recorded in the official meeting minutes of November 5, 2013.
From: July 2, 2018
“GLA Annual Election and Voting Procedures
Sent for Review & Comment to all Glastonbury Landowners
Representatives for Legal Entities: As per Bylaws Article V G: Land in Glastonbury owned by legal entities, such as corporations, trusts and LLC’s, must designate in writing, their representative who will vote in person on Election Day on behalf of the legal entity. These Representative Designation Forms were mailed in July 2017 to all Corporations, Trusts, LLC’s and Associations. Legal entities may submit an Absentee Ballot without providing a Representative Designation Form."
From: 2013:
“Landowners Association, Inc. Board of Directors Meeting Minutes - Final November 5, 2013:
"Election Committee Report – AA Alyssa reported that she had received clarification from legal counsel that when a membership interest is held by a corporation, the corporation can designate an individual to act as their representative. Verification of a designated representative would need to be documented by the corporation and provided to the GLA prior to allowing such individual to run for election to the board or to vote on behalf of the corporation. She also reported that regarding voting for positions to be filled at the annual election, legal counsel confirmed that only 1 vote would be counted for each unique candidate per ballot. If the same candidate was designated to fill more than one position on any one ballot, it would only be counted as one vote since one person cannot fill multiple positions."
Respectfully submitted,
Claudette Dirkers, NG 29-B