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.
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"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.
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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.
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