Eastman Governance--How it works in 2014

Eastman's governance has been dramatically changed from the entity it was for the first 30 years of the community’s existence. The primary means by which these changes have been effected has been by unilateral Board Bylaw mandates. The only non-Board non-voting participants in creating these Bylaws have been the General Manager, currently Ken Ryder and the Council Chair, currently Bob Parker and previously Garth Rand.

Here is a summary of how Eastman's governance works today and who makes what decisions:

      I.         FIRST in line is the Board President.

·      "The Board 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" (Article III g.)

n  INTERPRETATION: This Board Bylaw empowers the Board President to delegate powers and responsibilities to a Committee whose members he chooses, for his purpose, to address his agenda. There is no ability to question what he decides based on how this power is stated. It reads as if to supersede the ECA Declarations of Covenants and Restrictions. There is no evidence that a legal opinion was obtained as to whether it was/is legally appropriate for the Board to implement this Bylaw. It is my understanding that Ken Ryder, the community General Manager is responsible to ensure that an independent legal opinion is obtained before such a Bylaw is passed. These and other powers make the Board President a virtual dictator and is unquestionably the MOST POWERFUL EASTMAN GOVERNANCE POSITION.

    II.         SECOND in line are the COMMITTEES empowered by the Board President, currently Maynard Goldman.

·      It is through the empowerment of these Committees that ECA members are being misled and excessively assessed. The most recent example is the CETF Committee which seems to be able to produce erroneous un-substantiated financial information to pursue it's not-so-subtle agenda of a high-end Clubhouse/Center facility. An earlier Committee called the Financial Planning & Management Taskforce Committee was used in order to totally demolish accountability by cost center such as Golf, Security, Maintenance, Center etc.

n  INTERPRETATION: Board President appointed Committees are now more powerful than either the Board or the Council.  

  III.         The Board is the THIRD most powerful governance entity.

·      The Board makes all Operating Expense decisions unilaterally and the Board makes virtually all Capital Expense decisions.

n  INTERPRETATION: the Council MAKES VIRTUALLY NO OPERATING OR CAPITAL EXPENSE DECISIONS. The last major capital decision that the Council made was in 2008 regarding the decision to build South Cove.

·      The Board unilaterally re-structured and re-defined the reporting relationship of the Golf Committee from the Council to the Board providing:

A.   The golf members with direct vote as to who is on the Golf Committee

B.   Granted the Golf Committee super influential powers including proposing golf rates

C.   Golf Committee establishes criteria to evaluate “golf employees” (??)

D.   Participation in the preparation, review and approval of the Golf Operating and Capital Budget

(For complete details See the June 12, 2014 post called Eastman Direct Vote: A Golf MEMBER RIGHT)

·      The Board also granted itself the right to interfere in public matters in violation of the purpose for which Eastman qualifies, as a 501(c) 4: which is for the social welfare of all its members.

·      (For complete details see the June 28, 2014 post called “Did the ECA Board's Resolution Pre-empt Rights of Sewer Users?”)

 IV.         The FOURTH most powerful entity is the ECA General Manager, currently Ken Ryder.

·      The General Manager puts forth a Budget that theoretically the Finance and Budget Committee reviews/rubber stamps. The Budget is then approved by the Board of Directors. Again NO Council involvement, although like all property owners, they are allowed "input". Whether members of the Board have the practical experience to supervise and scrutinize the Budget details is in my experience, not demonstrated.

n  INTERPRETATION: This inexperience was most recently demonstrated by the change in the community's accounting structure such that we no longer have clear evidence of costs by operating entities/cost centers. This change resulted in an amalgamation of costs and an inability to monitor why and how we are spending our assessment monies.

   V.         The FIFTH most powerful position is the Council Chair.

·      This individual decides what the Council will be allowed to discuss. His decisions are absolute as it pertains to the Council Agenda. Under the current Council Chair, Bob Parker, a change in the Council Bylaws was recently implemented whereby the Council Committees have been limited to GOVERNANCE, FACILITIES, AMENITIES/RECREATION, LIFESTYLE AND NATURAL RESOURCES. In prior Council Bylaw versions the Council Chair could create any committee he or she determined to be appropriate. In addition, the Golf Committee used to report to and was appointed by the Council Chair.

n  INTERPRETATION: In the current BYLAW version it would appear that the Finance and Budget Committee will in the future no longer report to the Council.

 VI.         SIXTH in the pecking order of Eastman’s humongous hierarchal governance structure is the Special Place Chairs.

·      Their primary role is to communicate one way “downward” to members as to what they ought to believe. Most, including our BHSP Chair do not recognize the right of ECA members and Special Place members to address Board and general governance issues of finances.

n  INTERPRETATION: Eastman is a top-down organization, much like the nuns in Catholic grammar school, you are told what to believe. Questions are not invited nor acceptable.

VII.         Council Reps are SEVENTH in the Eastman's pecking order.

n  INTERPRETATION: Their role seems to have morphed into creating the illusion of a participatory governance. They are not accountable to their constituents any more than anybody else in the above levels.

VIII.         The ECA Member is EIGHTH and LAST in the Eastman governance hierarchy.

·      If you, the ECA member are not overwhelmed by the ECA governance superstructure, you might try speaking up on an improvement you would like to see in governance.

·      Pretty obvious on reviewing this why ECA members are almost irrelevant when they are overwhelmed by 600 or so volunteers in the community governance as to how and what happens with ECA members’  monies and governance decisions.

n  INTERPRETATION: If you like the above and your assessment bill, do nothing. If you think you would like to do something, DO IT.

 Submitted by Robert Logan