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Sunday, November 2, 2014

MIA - Governance Oversight

This was recently shared by a community member. Share your thoughts and comments, either publicly or privately.


Dear Eastmanites,

Below I share with you two letters that I sent to the ECA Board and Council.  You'll see that I have brought to their attention that votes taken at the Sept. 6 Council meeting were inconsistent with the Covenants and the Council's by-laws. 

You might ask, "Why bother?"  In spite of the referendum, the Council and the Board voted in favor of spending $6.1M of your money to replace a $2M building. aged 17 years. with a new $4.5M building.  It was not a financially intelligent action, but because it passed both bodies, one might say that we should just move on.  But would it have passed had the rules been followed?  Because the votes were so close it seems possible that they might not have been approved.

The problem is that those votes were taken in spite of the Covenants and by-laws, which define how the community must function.  If one just sticks his/her head in the sand each time there's a violation of the rules, then the violations will become more frequent and more significant. To my knowledge the current infractions are the most serious in Eastman's history.  The Board and Council spend a lot of time updating and changing Covenants and by-laws, they should at least abide by them after all that work.

Many rules at Eastman impact our lives.  Some pertain to the colors we use on our homes or the trees we can or cannot cut down.  Most pertain to our financial obligations.  You can be sure that all the Covenants will be enforced on individuals, with violations readily brought to their attention, possibly reinforced by a fine.  Similarly, it is appropriate to have oversight of our governance bodies.  Unfortunately, there is no such oversight function, so leadership can ignore policies and rules as it oversees itself, which some might call an inherent conflict of interest.  When our system of governance is changed, independent oversight should be seriously considered.

Phil Schaefer

P.S.  Remember to join the EastmanOpenForum listserver, which is totally independent of governance.  Click here to start the process.

===============================================================
October 23, 2014
Ken Ryder, General Manager
Robert Parker, Council Chair (2011-2014)

Re:  Illegal voting at Sept. 6, 2014 Council Meeting

Dear Ken and Bob,

ECA leadership, the General Manager and Council Leaders are responsible for making sure that governance operates according to its agreed Declaration of Covenants and Restrictions.

I have reviewed the Declaration of Covenants and find that there were irregularities in the voting procedures allowed at the Sept. 6, 2014 Council Meeting.

The pertinent section of the Covenants follows:

Article II  Definitions
Voting Rights  -  For purposes of voting, the terms Members(s) and Owner(s) are interchangeable, the intent being to ensure only one vote for each assessable property.  (Emphasis added)

The Council is a body that represents all Eastman owners.  As such it is important that it be truly representative, being composed of owners elected from every geographic area (Special Place) of the community.  The Covenants specifically state that voting rights restrict voting to one vote for each assessable property.  Therefore, there can only be a single voting member from any assessable property on the Council.

There was at least one violation of the ‘one vote per assessable property’ at the Council Meeting of Sept. 6, 2014.  Married partners from West Cove each cast votes at the Sept. 6 Council meeting. The couple involved owned a single residence in West Cove, therefore their participation constituted a violation of the ‘one vote per assessable property’ provision in the Covenants.  As such, the Council vote is not valid and should be re-run with strict observance of Covenants and all the constraints contained therein.

I am not a lawyer so cannot comment on the absolute legalities.  I am requesting that a written legal opinion be obtained stating whether the vote was in violation of Eastman’s Declaration of Covenants and Restrictions and therefore not a legal vote.

Sincerely,

Phillip Schaefer 
16 Summit Dr.
Grantham, NH

Cc: George Niles, Council Chair
       Maynard Goldman, Board President

==================================================================


October 28, 2014

Ken Ryder, General Manager
Robert Parker, Council Chair (2011-2014)

Re:  Illegal procedure at Sept. 6, 2014 Council Meeting

Dear Ken and Bob,

ECA leadership, the General Manager and Council Leaders (Chairman and Executive Committee) are responsible for making sure that Council By-Laws are followed during official Council meetings.  I have reviewed the Council By-Laws and find that there was a clear violation at the Sept. 6, 2014 Council Meeting.

The pertinent section of the By-Laws follows:

ARTICLE III
Council Meetings

6. Committee Reports - If a special assessment or an amendment to the Declaration is proposed, the Chairman of the Council shall appoint a Committee to study the proposal and to report and make recommendations to the Council. The Council shall consider such report and recommendations before acting on the proposal. (Emphasis added)

The Council Packet for the Sept. 6, 2014 meeting contains no such report, nor any mention of a committee tasked to study the proposed special assessment.  Furthermore, there was no mention of a committee or a report during the Council meeting in question.  Notwithstanding, the Council voted for a special assessment of $750.  It appears that the vote for the special assessment was conducted in violation of the Council’s own By-Laws, which state: “the Chairman of the Council shall appoint a Committee to study the proposal… The Council shall consider such report and recommendations before acting on the proposal.”  Under the circumstances, the vote taken was not valid and should be deemed null and void.

I am requesting that a written legal opinion be obtained stating whether the vote was in violation of the By-Laws of the ECA Council, and therefore not legal or binding.

Sincerely,

Phillip Schaefer 
16 Summit Dr.
Grantham, NH

Cc: George Niles, Council Chair

       Maynard Goldman, Board President

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