Is the Board Bi-Passing our By-Laws?

Communities, with HOA’s like ours, craft By-Laws by which a community is guided, in a fair and democratic manner, for it to operate for the betterment of its Residents, similar to our country’s Constitution. A Board of Directors is voted in by the community’s Residents to have a fiduciary relationship with these Residents and serve its needs, per Florida Statute Chapter 720. Do we have this expected and legal arrangement in Aquarina.  Let’s see.

Aquarina’s By-Laws include Article 5; Section 1, which speaks about the Board of Directors. It was amended, years back, to increase its original number of three Directors to seven Directors, when the Developer, at the time, left.  It was also determined that no more than two Directors could be from the same sub-association or neighborhood. This By-Law states that the maximum number of Directors was to be nine, and any change up to nine requires an amendment.  BTW – when an amendment to change, add to, or delete a current By-Law is determined to be needed, a quorum of the Residents is called and a majority vote is then required for the amendment to be added to the By-Laws. 

Aquarina recently had a change (or maybe not as you read on) to its Board with the default election of four candidates to fill four vacant Director Positions because of term limits. Only four Candidates applied, and filled the vacancies. How did that work out?

The Residents were notified by mail that four positions were to be filled to complete a Board of seven Directors (three still had terms left), as how it always had been. But when we look at the Aquarina Website and sign in, what appears, among other features, are the names of eleven Board “Members”, and not Directors. Hmm. There is a Board of seven Directors per our By-Laws, but they are now sub-noted as such on the Website. There never existed Board “Members” before. The seven duly elected Directors are now joined by four additional non-elected and listed “Members”, for a total number of eleven individuals on the Board, but not per our By-Laws, which states seven, by voted amendment.

Who are these four added “Members”, i.e. non-elected, and you could call, de facto Directors? One is the past President, one is the past Treasurer, one is an attorney, and the other is a developer. Yikes. This recent past President led his cabal for a personal agenda in our community, as this Blog has long explained. The past Treasurer supported this effort. This attorney, selected by the past President, will he expect to be paid (our funds)?* A recent past Director, an attorney and Resident for decades, and who provided pro-bono advice, was by-passed for the attorney position. Why? The developer, who owns significant parcels of property in Aquarina on which to build, would seem to have more of an interest in his personal agenda for development in Aquarina (which is understandable), than as a Board Member with an interest to have a fiduciary and serving relationship with the Residents. Something is brewing.

What can we surmise?

• Our By-Laws state seven Board of Directors, but By-Laws be damned, and the cabal decided on eleven, which is presently in place. Keep in mind, these four additions to the Board were NOT elected by the Residents, but placed, certainly by the past Board President, who can be seen now as the de facto President, unless the named President, a recent new Resident, behaves otherwise to a position he accepted.
• We have one Director and two de facto Directors from the same neighborhood (Ocean Dunes), and one de facto Director from three neighborhoods he owns (through Mad Associates LLC and Kahama VII LLC).  Remember, two Directors, i.e. now “Members”, from one neighborhood is the limit.
• These acts of change were without a call to the Residents for an amendment vote, to approve these acts of change, or not. They were just boldly done. This cabal is emboldened to do what it wants since it knows that Resident recourse is nonexistent.

Remember what was said about an HOA Board of Directors, directly from the Florida HOA Statute Chapter 720, “The Board of Directors is to have a fiduciary relationship with its Residents, and exists to serve them.”

On the surface we have, what appears to be a happy, giving, and friendly community, which is fine, but what lurks below this surface of contentment is a cabal practicing a selfish agenda for its group, ignoring the needs of the whole community.  These needs, which have been explained in this Blog, still exist and continue to be neglected.

Oh yes, and then there is the non-transparency with AGI finances, yet another arrogant hit to the Residents.

* It is interesting that the Board needs an attorney as a sitting “Member”, and a non-Resident “Member” at that. A Board participant, “Member” is required to attend Meetings and read emails, documentation, etc. Will there be an attorney fee now for such actions?  Hmm. Article 5; Section 14 of our By-Laws states that a Board Director, now also “Member”, cannot accept any pay for provided services.  Aquarina never in decades had a sitting attorney on the Board. Why now?  BTW – this is the attorney who the past Board President (now Board “Member”) had the Residents pay for to defend his refusal to provide a Resident’s request for financial data on AGI.  The lawsuit is ongoing with the attorney clock running.  Guess who is paying the attorney? We, the Residents are paying. There is liability insurance, sure, but certainly there is a deductible, and a higher premium payment coming upon renewal. It’s crazy, we are paying to defend a Board “Member” for refusing to be transparent with our funds.