Continuation of Annual Meeting – April 3, 2019

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ANNUAL MEETING

APRIL 3, 2018

RECREATION HALL

7:00 P.M. 

            On April 3, 2019 at 7:00 p.m. in the recreation hall, the adjourned annual meeting will reconvene. Prior to this meeting, those who DID NOT previously cast a proxy or if your proxy was rejected due to a procedural error, you will be contacted and given the opportunity to cast your proxy.  This proxy is concerned with the three remaining motions: The Article of Incorporation, The Proprietary Lease, and the use of surveillance cameras. If you have not been contacted or received a new proxy packet before March 31 and if your proxy was not cast for one above reasons, please contact the office no later than March 31.  All procedurally correct proxies cast for the meeting on February 12 and those cast up to and including April 3 will be counted.   The results will be announced at this meeting.

Please read the following President’s Report given by David Bisson at the February 25, 2019 HOA Board of Directors Meeting (we know it is long, but it contains a wealth of valuable information):

President’s Report

February 25, 2019

David Bisson

In my director’s report at the annual meeting on February 13, I spoke about being the youngest member of the board and the J learning curve required of a new member. I spoke too soon. On Friday, February 15, the directors elected me to be their chair for this year and President of the Association.  Who is your new Association’s President? My wife, Joan, and I live at 615 Iglesia Drive. I retired after 41 years in public education. I taught school, was a principal and superintendent of schools. There is the expression, “I have seen it all.” Well I have. I deeply appreciate the trust and confidence that my fellow directors have in me to elect me to such an important position.  I feel confident, that by working together for the common good, we will continue to do great things on behalf of the residents of La Casa. My predecessor, Ruth Meikle, may have had tiny feet, but she left huge footprints where she walked. I now ask to follow in those steps.

“What happened at the annual meeting on February 13, why were the results not made known, and why was the meeting adjourned to April 3, 7 p.m..”

Let me share with you what I know from the beginning to the present. The afternoon of the annual meeting around 2 p.m., five hours before the annual meeting, in the front office board room, a discussion ensued regarding names placed in the proxies in lieu of designating the Association Secretary, which shareholders can do by leaving the line blank.  Some shareholders placed their own name on the line or that of someone else, perhaps not understanding what it all meant. Attempts were made to call all these individuals. Those who wished, came to the office and corrected their proxies. Those we who could not make  contact but appeared at the meeting, were given the opportunity to keep their proxy has filed or change it. This question was asked of everyone attending. All shareholders were checked in as required. This check-in will be the new norm for us. The telephone conversation with the attorney clarified this and several other issues. In this telephone conversation, we also discovered that the annual meeting of shareholders may not have been conducted properly in the past. We will be educating everyone about what we have learned over the coming months. In short, let me share with you some simple differences. There is a difference between shareholders role in regular board meetings and the role a shareholder at the annual meetings.

In a regular board meeting, a shareholder has only three specific opportunities to speak.  First opportunity:  “Shareholder request to speak” om the agenda. This can be about a subject of the speaker’s choosing. This opportunity requires a written communication to the board to do so; second opportunity: if the shareholder wishes to speak during “open forum on agenda items.” This is limited  to any item on the adopted agenda. The third follows “new business” when the chair states “open forum” on the agenda. A shareholder can speak about any matter he/she chooses. This is an opportunity for the shareholder to address the Board. In these and in all instances, the shareholder must give name and address for the Association’s minutes. Our rules limit the speaker to 3 minutes. The Board in most instances will only be listening. During a regular board meeting, all the making of motions, seconds, discussion is solely among board members. Shareholders are only listening what is being said except during the three times outlined previously.

The annual meeting is very different. This is the shareholders’ meeting with the directors. Shareholders, when recognized by the chair and where appropriate within the agenda, may make motions, second motions, and engage in discussion about the motion. An individual’s speaking is again limited to 3 minutes and must identify his/herself and address for the Association’s minutes. The annual meeting is meant to be fully participatory on the part of shareholders.

This is a brief description of the difference between a regular board meeting and an annual meeting and the role of the shareholder.

Now what happened at the last annual meeting. There were many things that need to occur at that meeting;

Election of three directors

The approval of three documents of the Association

•             Articles of Incorporation
•             By-laws
•             Proprietary Lease and
•              approval of a change in common areas: the installation of cameras

The three new directors were duly elected by the voting of the members of the Association. Votes cast were announced at the meeting and these directors, along with the current directors, were sworn into office by Jack Pasquale.

The adoption of the proposed By Laws required a majority vote: that is that 50% plus one of those who voted. That vote was 500 yes, 105 no. This was accomplished and we thank you.

Now comes the difficult part: the other three motions. These remaining three motions: The Proprietary lease, Articles of Incorporation and change to the common areas (cameras) require 66 2/3% of all shareholders voting for the motion for it to pass. In vote terms, it requires 642 yes votes to be adopted. Because this is such an important matter for this Association, Robert’s Rules provides for the chair to the adjourn the meeting at a date and time specific so that everyone who did not vote, can vote. This is regularly done in many associations, and it is a mechanism within Robert Rules of Order, to provide everyone a chance to vote. The vote tally could not be announced at the meeting by Jack Pasquale because, in doing so, he would have, under Robert’s Rules of Order, ended the voting on these three remaining motions. We cannot over emphasize that the passing of the Proprietary Lease and the Articles of Incorporation are extremely important. Our current documents were written in 1994 when the park was purchased and it became a cooperative. They do not reflect any of the changes in FL statute that have occurred in the past 23 years. We must adhere to these statutes regardless if they are in there or not. We need to have our documents reflect current law. Again, according to Robert’s Rules of Order, we are not allowed to release the voting results of these three remaining motions. In doing so, the voting would stop. FL Statute allows a proxy to exist for 90 days. The Board will be contacting all the not-voting-shareholders that we can, to ask them to cast their votes prior to the reconvening of the annual meeting on April 3 at 7 p.m. The individual making the contact is there to encourage the individual to vote and if asked, to provide what information is requested or needed, not to influence the vote. We heard many comments that the packet was confusing and that out of discouragement of trying to understand what it was all about, threw it away. We want to help these individuals understand the packet.  In the final analysis, the shareholder will vote his/her conscience.  We simply want to hear what 66 2/3% of the shareholders want regarding these issues. This is a high threshold set by both our current Proprietary Lease and FL statute. If you did not cast a vote regarding these three motions, please go to the office an obtain a new set of documents. If you are not sure of what you are doing, a director, member of the election committee will be happy to assist you. We fully understand that it was overwhelming for many, however, we had little or no choice to do the documents all at once because they are linked.

Now the third motion still in consideration: involves the cameras. This motion like the previous three requires a 66 2/3% vote of shareholders or 642 yes votes for it to pass. This motion was put forth after several comments from shareholders over the past couple years at Long Range Planning meetings, open to all shareholders, and at board meetings. In most instances, it was sought as a possible remedy to the over-use of the dumpster in the maintenance area.  This motion was written to give the board permission to use surveillance cameras when and where they are deemed necessary to protect the property of the community so that in the event we had problems elsewhere, we could address it. These cameras only record visual, no sound.

Those few who may think the board pulled a “fast-one ” to get their way, let me assure you that is incorrect. We have always and will continue to make the decisions that we feel are in the best interest of the majority of the shareholders. The passing of the motion for the three documents is in the best interest of the shareholders. We realize there is an aspect of the Proprietary Lease unacceptable to a few shareholders. The concern about charging for spaces for the RV /Boat Compound is in response to the many, who over the past several years, have asked why the board doesn’t charge for rent for these spaces. I have personally heard this since I became a resident.   In order to permit the Board to consider charging a fee, there must be a change of the Proprietary lease.  I can tell you, now, the board has not discussed doing so. It may in the future, if the PL is approved.

I look forward to serving you as your president in the ahead.  My fellow directors, the members of the Standing Committees and I personally will work tirelessly for you, the shareholder, to continue to make this park the place we enjoy and are proudly residents. This is our home too. Remember we are all volunteers who have chosen to “step-up” to the plate. Everyone has a responsibility.  Be kind. Be respectful. Be courteous.

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