MEMBER-PROPOSED BYLAW AMENDMENTS

Questions?

• Email Board Chair Jerry Bowling at boardchair@pdpoa.org
• Contact any Board Member
• Attend the Coffee with Andrew every Wednesday at 8am at the General Store
• Attend Chat with the Chair on September 13 at 11am via Zoom. Register.

Proposed Bylaw Amendments:

Bylaw Amendment #1: Require Owners/Members to Vote and Approve Spending over $500,000

Reasons the Board is not in support:

• False statements in the proposed bylaw amendment:
  • • The proposed amendment claims the Administration commenced with plans to replace the Sea Lane bridge without Board approval, “abandoning the well-defined capital expenditure process.” That statement is completely false. The truth is that the board approved $100,000 at the September 2021 board meeting for soft costs to replace the Sea Lane Bridge.  These include surveying, civil and structural engineering, stormwater modeling and permitting.  To date the Association has incurred $36,275 of that approved budget.  The board approved a budget for the replacement of the Sea Lane Bridge at the August 2022 Board Meeting.
    • The Association has not incurred additional insurance expense for 7 Lee Shore.
• As drafted, the amendment requires 25% of owners (at least 543) to participate in the spending approval vote, and of those 25% participating, ⅔ (358) would need to approve the spend for any financial commitment exceeding $500,000, and the descriptions for initiatives are broadly inclusive, rather than exclusive, and not limited to a single expenditure or multiple expenditures for the same project or purchase which equals $500,000. This requires any annual budget item(s) which exceeds that amount or exceed that amount in the aggregate, such as overall annual security, or landscaping, or common area maintenance, to be subject to a community vote.
• This  amendment would significantly jeopardize our ability to maintain our community and security, negatively impact us financially, and could significantly hamper a reinvestment in aging infrastructure. For example, we have spent millions to maintain and dredge our lagoon system. Our  landscaping contract is well over the $500k threshold. We could go months without maintaining our community while we try to get 66.7% of our community to approve a landscape contract.
• A two-thirds (2/3) hurdle is a high threshold and in certain situations getting 66.7% of the community to vote on critical capital projects impacting only a small  section of our community would be nearly impossible to obtain. Would the majority of our owners be generous enough to positively consider a project that only directly benefits a few – will the majority of our membership vote to spend money to replace the bridge on Full Sweep that impacts approximately 40 owners?
• Almost every Infrastructure project to include bridges, roads, storm drainage, lagoon management exceeds $500k. Waiting for the approval process to go to a two-thirds vote would take extremely long, exposing the Association to possible membership lawsuits for not maintaining and replacing critical infrastructure in a timely manner.
• Our community would be crippled for storm recovery efforts.  For hurricane purposes alone, when our community needs to initiate immediate recovery efforts, this proposed amendment would require obtaining membership approval of 543 responses with at least 66.7% in favor, at a time when many will have no internet.  While other communities on the island would be up and running after the hurricane, we would still be facilitating approval from the membership.  For reference, Hurricane Matthew (Category 1) cost in excess of $800,000 and our recovery and restoration efforts were able to begin immediately.
• Currently our balance sheet is strong and our spending controls are tight. Consider the fact that we continue to add to our overall Fund Balances (Savings) each and every year while keeping your annual assessment flat. As of the end of July 2022, we have $22.8 million dollars in the various reserve funds and are on track for our seventeenth consecutive year of positive operating income while the assessment has remained flat for three years. With our strong financial position, and our responsible board, there is no need to depend on a membership vote for expenses exceeding $500,000.
• Additionally, it would virtually eliminate the Associations ability to exercise its first right of repurchase of any property transaction in the community within 30 days.. Drafting a business case, marketing it to the community, seeking a community vote over at least 14 days and then having it certified by a third party would exceed thirty days.

Bylaw Amendment #2: Require Owners/Members to Vote and Approve Changes to Residential, Commercial and other Covenants

Reasons the Board is not in support:

• Our current covenants clearly state each single-family homeowner has the right to vote when changes impact the single-family covenants. The same is true about Multi-family covenants.  Owners in multi-family homes have a vote when proposals to change these specific covenants are presented.  The proposed covenant change offers no additional rights to our association.  Our owners have no legal right to vote on covenants governing the Alexander’s, Disney, Marriott and Omni properties.  

Bylaw Amendment #3: Limit the Role of the Executive Committee to Emergency Situations

Reasons the Board is not in support:

• False statements in the proposed bylaw amendment:
  • The Executive Committee has not historically, and does not currently, confer or direct the CEO without notifying the Board of their discussion or directives.
  • The Total Annual CEO Compensation is inaccurate and misleading and not subject to Executive Committee approval.
• This  proposed amendment is a repeat of an amendment defeated at last year’s annual meeting.
• The Executive Committee is composed of three board members that are occasionally called upon to address personnel issues with our board or administrative team and to perform contractually obligated acts.
• As with most boards, the executive committee allows issues needing immediate resolution to be addressed in a timely manner. While this committee does not convene often, it does save our committed and already hard-working board time and it allows issues to be resolved in a timely manner. 
• Our current Executive Committee Charter requires input from the entire board on the CEO’s objectives and performance review.

Bylaw Amendment #4: Remove Greenwood’s Residential Votes Based Upon their Annual Commercial Assessment

Reasons the Board is not in support:

• If passed and adopted, this amendment will likely place the Association in default of our Agreement of Transition Between Greenwood Development Corporation and Palmetto Dunes Property Owners Association, Inc. dated March 20, 2005 (“Transition Agreement 1”), resulting in a potential lawsuit or other actions by Greenwood adverse to the Association.
• Both the PDPOA and Greenwood freely executed the transition agreement in completing the settlement of all legal issues. Both parties became bound by it. As a result, neither the POA nor Greenwood can simply ignore the provisions.
• The violation of the contractual agreement with Greenwood will most likely result in legal fees and activity paid by the PDPOA with virtually no chance of winning the litigation.

Bylaw Amendment #5: Enable Owners/Members to Remotely Attend and Vote for Annual and Special Meetings

Reasons the Board is not in support:

• All Palmetto Dunes property owners can attend our fall Annual Meeting in person. If a property owner can not attend, they can give their proxy to our board secretary or another owner so everyone’s vote can be counted.
• The Annual Meeting can be viewed online so all property owners have the opportunity to hear any discussion and hear the results of all votes. 
• It is not realistic to have an annual meeting virtually with 2172 owners verbally participating and get a productive outcome.
• Potential monitoring and facilitating a member Q&A would be challenging with 2000 participants.
• As with any stockholder board meeting, having a combination of some attendees and then the use of a proxy for the majority is the most effective way of conducting business

Our board is committed to ensuring we do not establish bylaws that prevent the smooth and responsive operation of our administrative team and create impractical restrictions as to the governance of our association.  

Please take the time and fill out your proxy card and ensure it gets to our Board Secretary Mark Carroll if you can’t make the October Annual Meeting. The future of our community depends on a majority of owners joining the association’s board in voting NO to these proposed bylaw amendments.

Thank you for your support,

Jerry Bowling
PDPOA Board Chair