ECA Board President Powers

 There are a set of ECA Board Powers granted to the Board by the Board itself. They are called ECA Board By-Laws. That is correct--no one in the community has any say over the Powers that the Board grants itself or the Powers that the Board grants the Board President. These Bylaws have been significantly expanded and revised beginning in 2002.

Here are two powers (from the ECA Board Bylaws) that the Board Members have granted the Board President: Article III—Officers of the Association--The President:

Article III—Officers of the Association--The President:

(g) The President shall from time to time inform the Board of the establishment of any Standing, Ad Hoc or Advisory Committee that the President deems necessary and shall advise the Board as to the membership of said committees and their powers and duties. Except as specified in the Declaration of Covenants & Restrictions, the President shall determine on the basis of the following functional criteria that all such committees are appropriately affiliated with the Board: Board committees primarily carry out financial, personnel, strategic planning, health and safety, and marketing functions whereas Council committees assume functions related to governance, facilities, amenities/recreation, life-style, and natural resources….

A second power enumerated in the Bylaws is:

(f) The President shall provide overall leadership for the Eastman Community

Association, the Board and ECA Management;…. Additionally, the President shall be the official spokesperson for the Board,….

What this means is that what Maynard Goldman says represents what the Board thinks. His actions and his words represent each and every member of the Board. Therefore:

•       If Mr. Goldman discredits or disparages (as he has done) any member of this community, so too does the Board.

•       If Mr. Goldman presents erroneous facts or statements, so too does the Board.

•       If Mr. Goldman collaborates with the VDE Commissioners so that they break the Right to Know Laws of the State of New Hampshire, so too does every Board Member collaborate.

•       If the financial statements of this community are unintelligible or do not provide adequate and understandable financial accountability for a $4 Million Enterprise (a VERY small business) for Eastman Members, that is the Board intent. In collaboration with Mr. Goldman, Board Members decided that members need not know what they are entitled to know financially as full and equal owners of the Eastman community.

•       If any Board Member wants to have private meetings called Executive Sessions, they do so.

o   Open Forum: Mr. Nintzel said he had read the Board Bylaws and did not see any specific references to reasons the Board could enter executive session. He noted that public bodies have strict rules they must follow regarding non-public sessions. Mr. Ryder said Eastman is a corporation and under corporate law may go into executive session for any reason. Mr. Goldman noted that the Board generally does this for pending or possible legal action,* personnel matters and matters that may involve specific members of the community that the Board feels are more appropriate for executive session. (See Board Minutes May 19, 2014)

*  (Comment: It is standard Board practice in the U.S. that any discussion of any pending or possible legal action be done in the presence of independent legal counsel who would be identified in the minutes as participating in said discussion. In eliminating the long-standing ECA Board practice of independent legal counsel participating at ECA Board meetings, Mr. Goldman runs the risk of increased liability for any legal actions taken by the Board. Members of Boards (public and private) are by definition biased to the entity that they are serving as Board Members. Stated simply, they lack objectivity, particularly if they are also members of that entity. Mr. Ryder is providing (above) a legal opinion without substantiating the source.

The above powers are unilaterally granted by Board Members to the Board President to do whatever he wishes in terms of any committee of any type, and provide unilateral decision authority to the Board President to appoint to any committee he creates, whomever he sees fit. It is through these powers that Mr. Goldman, along with several collaborators including Board Members, Council Chair, and the General Manager re-engineered the community financials in order to ensure that an intelligent person can not understand how Eastman Members’ money is being spent in the six major categories of ECA Community Revenue and Expense (or Cost Centers) The six Cost Centers are:

1) Golf (includes Driving Range) and ought to include Golf Vehicles

2) Maintenance (includes roads, common grounds--excludes Center and South Cove grounds)

3) Recreation (includes South Cove)

4) The Center (includes the restaurant)

5) Security

6) General and Administrative  or (G&A ). This category covers support and administrative functions including general management. It deserves extra scrutiny because it has a tendency to balloon in terms of costs within it for several reasons. It is particularly vulnerable to costs being incurred and not being disclosed clearly and precisely as to why they were incurred.

Legacy costs can continue forever and increase: an example may be the ECA Community credit card.

The Board President in collaboration with the Board Members eliminated (as stated above) the straightforward, simple accounting financial reports that Members used to see in the monthly Board Finance Report-- a disservice to Eastman Members.

Submitted by Robert Logan