Grading the proposed Gunbarrel Green Articles and Bylaws

In my previous article I posted my detailed comments on Gunbarrel Green HOA’s proposed Bylaws and Articles. The documents are very complicated, and, therefore, so are my detailed comments, since I’m commenting on complicated things. You probably don’t want to read and study my detailed criticisms, and I totally understand and forgive you in advance.

So, here’s a shorter set of criticisms, from a different viewpoint. Namely, the original set of purposes as articulated in the cover letter mailed by the HOA Board, dated 8-May-2018. There were four stated purposes, so I’ll grade the present proposals in those terms.

1) To remove obsolete, unnecessary, and conflicting information in and between these documents;

Some of this has been removed, but other unnecessary and conflicting information has been added. I’ll give it a generous grade of C.

2) To change the method of voting to either returning a signed proxy card or voting at the annual or a special meeting, with a majority vote required for approval;

This is a strange purpose, since the original documents say in more than one place that any vote at a meeting may be by proxy. I have no clue as to what the Board meant by this, although I have some evidence based on other conversations that they weren’t really very familiar with the Bylaws and Articles. Not sure how to grade this. I’ll leave it blank.

3) To expand the vote for dues increases by allowing proxies as well as votes by those attending the annual meeting or a special meeting called for this purpose.

Very strangely worded, since the Articles, which preempt the Bylaws, state that dues increases require a vote of the entire membership, not just at a meeting (even by proxy). The honest way to word this would have been to say that dues increases will be changed from a 60% vote of the membership to a majority vote at a meeting or by proxy. That’s a huge change, and the Board made no effort to poll the members to see if they agreed with this before doing all the work to incorporate it into the proposed Bylaws and Articles. The committee gets a grade of A, because they did this, but the Board gets an F for using the misleading word “expand”, when what actually happened was shrinking, and by failing to acknowledge that they were making it much easier to raise dues.

4) To authorize the Board to increase the number of directors from five to as many as nine at their discretion.

Amazingly, it seems that the Bylaws/Articles committee totally failed to do this. I’ve read both several times, and I can’t see where the Board is anything other than 5 members. Very odd, since this one might have been noncontroversial. Grade of F, since the work wasn’t done. (I still think I’m probably wrong, because sometimes you just can’t see what’s in front of your nose. They must have done this! If I’m wrong, I’ll post a correction.)

I might add a 5th purpose to the grading rubric, implied in the cover letter: One of the reasons the 2017 proposed changes failed was that the transfer fee had no limit, as noted in the cover letter. Not only does the new proposal fail to impose a limit, but it doesn’t even restrict it to a property transfer! Grade of F.

So, the final result is that, in addition to the proposed Articles and Bylaws being messed up in the ways my detailed comments show, they also failed to achieve the purposes set out by the Board.

What we have here is Fiasco #2 in the making. It can be avoided by withdrawing the current proposal for further work, or extensively revising it after the June discussion meeting. We’ll see if the current committee has the inclination and energy to do that.

What the Board should have done is what I suggested they do at the 15-Nov-2017 Board meeting:

Marc suggested that the non-controversial issues be sent out for approval by the membership (number of Board Directors, etc.) and that the controversial issues such as transfer fee amount/wording, etc. be a separate vote.

To fix the defects in the Bylaws and Articles (e.g., dues majority or 60% of entire membership?) some amendments could be proposed than don’t rewrite the entire document, the way the US Constitution is amended. If the Board really thinks that dues should be able to be increased at a meeting, without the entire membership voting, they should find out whether the members agree with them and then, if we do, propose an corresponding amendment to the Articles.

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