Transcript
of Board Meeting
01
-13 - 2003 |
Transcript of tape recorded Board of Directors
Meeting Jan. 13, 2003 held at Crestview Baptist Church 7:00 PM.
Board members present:
Joe McDonough, president,
Steven Luman, treasurer,
Sandi Rhodig, director,
Bill Burnette, vice-president,
Gary Kauffman, secretary.
Also at table Lou Ellen Wilson, manager.
Transcript:
McDonough: “We have a quorum
established, all board members are here. Approval of November 14,
2002 and December 16, 2002 minutes.”
McDonough: “garbled” “motion
to approve minutes”.
McDonough: “Second?”
Rhodig: “Second”
Kauffman: “I didn’t even see the
minutes until Saturday.”
McDonough: “But you did see
them Saturday, right?”
Kauffman: “Right.”
McDonough: “OK.”
Kauffman: “Someone put my name
on it and I did not authorize it.”
McDonough: “Put your name
on it?”
Kauffman: “That I submitted it.
But I didn’t do that.”
McDonough: “Do you
have a copy of it? Is anything incorrect?”
Kauffman: “Yes.”
McDonough: “Would like to tell
me what it is?”
McDonough: “garbled”
Kauffman: “Ah.. there is
a statement in it that is incorrect.”
McDonough: “Which minutes?”
Kauffman: “December 16. Is
that the one you are talking about?”
McDonough: “Ok, we are approving
both of them.”
Kauffman: “Ok. The statement that
board was unanimously elected by the membership. Everyone did not receive
a unanimous vote.”
Peeples: (member in audience): “Can
you speak louder?”
Kauffman: “Sorry, that’s my voice.
If you need to you should move closer to the front.”
McDonough: “One second, I’ll
repeat it. Let me see where he is.”
Rhodig: “He is on this page.”
Kauffman: “Under election
of officers”.
McDonough: “Okay. Ahhhh.
Let’s change it to approved by membership.”
Wilson: “Wait a minute we
are electing officers! The officers were duly elected.”
McDonough: “Your right, I’m
sorry”.
Rhodig: “Yeah, this is the
meeting we had after the election of officers”.
Wilson: “This is a board
meeting”.
Rhodig: “Where we made officers”.
Kauffman: “Okay”.
McDonough: “Any other corrections
to minutes? Motion to approve as written? I think we have already
got a second. All in favor?”
Board: “Aye”
Wilson: Is that unanimous?
McDonough: “Yes, correspondence
is next and we have a petition to remove a board member. Before we
proceed Gary has asked to make a statement”.
Kauffman: “I’d like to read
this into the minutes if I may?”
Wilson: “Can I have a copy?”
Kauffman: “Yes, I have a
copy for the board”.
McDonough: “One second, did
you all hear that?”
Member in audience: “No”.
McDonough: “Okay.”
Kauffman: “I’ll do my best
to speak up”.
McDonough: “One second, where
we are right now is the minutes have been approved for the October 14th
and Dec. 16th meetings. We have a correspondence where we are on
the agenda and a petition to remove a board member is the next subject
and Gary has asked for a moment to talk so I will grant a couple of minutes
before we proceed”.
Wilson: “He has a written
statement he wants to be read into the minutes and I asked for a copy of
it”.
McDonough: “Yes”.
Kauffman:
January 13, 2003
“To: Joe McDonough, President
Sandra Rhodig, Director
Stephen Luman, Treasurer
Bill Burnette, Vice-President
Ref: Board of
Directors Meeting Jan. 13, 2003
Board Members:
My election to the Board of Directors,
by legal proxy and those member’s votes who attended the election meeting,
was cause for me to be properly voted into office. I exercised my
two votes (one by proxy of another member who expressed they wanted me
on the board).
I had no influence on how each member voted.
Members at the meeting were told to vote for 1 to 4 candidates. I
did not ask for any proxies except from the one member who said they could
not attend. Secret ballot information used in the election has been shared
with a large number of members with purpose to increase dissention among
the members, again violating our governing documents.
Efforts to malign me, defame my character,
and slander me by the actions of those members who hold personal grudges,
resign from offices, and otherwise try to create as much animosity against
me as possible does not demonstrate their desire for a harmonious community.
Pitting neighbor against neighbor is detrimental to everyone. My participation
in the association, by membership, committee participations, my efforts
to protect all members of the association from liability, desiring cost
effective budgets, compliance of laws and governing documents has been
consistent to achieve that end.
Joe has informed me he has already been
in contact with the attorney, Steven Mezer, to get his blessing
for the actions you are taking. I request a copy of the attorneys
written opinion. Otherwise it is hearsay. In this country a person is innocent
until proven guilty. I have not participated in any action or activity,
which violates my judiciary duty to the membership or the Board of Directors.
I am not a quitter and I will not resign.
According to the Florida Statutes 617 +
720, regulating not-for-profit corporations, removal of directors of the
board can only be done by a called Special Meeting and a majority vote
by the membership – please see exact wording on the back side of page.
Therefore, I must inform you and state
for the record, the actions you are trying to undertake tonight are in
violation of our Bylaws and Florida State Statutes. Your actions
will definitely endanger the welfare of this community and can be considered
a breach of fiduciary duty.
Respectfully,
Gary Kauffman
Secretary of Board of Directors.
(back side of letter noted)
617.0808 Removal of directors. -- A director
may be removed from office pursuant to procedures provided in the articles
of incorporation or the bylaws, which shall provide the following, and
if they do not do so, shall be deemed to include the following:
(1) Any member of the board of directors
may be removed from office with or without cause by the vote or agreement
in writing by a majority of all votes of the membership.
(2) The notice of a meeting of the
members to recall a member or members of the board of directors shall state
the specific directors sought to be removed.
(3) A proposed removal of a director
at a meeting shall require a separate vote for each board member sought
to be removed. Where removal is sought by written agreement, a separate
agreement is required for each board member to be removed.
(4) If removal is effected at a
meeting, any vacancies created thereby shall be filled by the members at
the same meeting.
(5) Any director who is removed
from the board shall not be eligible to stand for reelection until the
next annual meeting of the members.
(6) Any director removed from office
shall turn over to the board of directors within 72 hours any and all records
of the corporation in his or her possession.
(7) If a director who is removed
shall not relinquish his or her office or turn over records as required
under this section, the circuit court in the county where the corporation's
principal office is located may summarily order the director to relinquish
his or her office and turn over corporate records upon application of any
member.
FS 720.306: (3) SPECIAL MEETINGS.--Special
meetings must be held when called by the board of directors or, unless
a different percentage is stated in the governing documents, by at least
10 percent of the total voting interests of the association. Business conducted
at a special meeting is limited to the purposes described in the notice
of the meeting.
Cc: File
Kauffman: “Here’s a copy.
Thank you.”
McDonough: “Pursuant to the
bylaws that govern this corporation, section 3. removal or resignation
any director may be removed with or without cause by a majority vote of
the members of the association. That’s the pertinent part of that
paragraph we need to read. I was presented with a petition, I think most
everyone here knows what the petition was. Has everyone had a chance to
see it?”
Wurzer: “I have not seen
it.”
McDonough: “Has a 143 signatures
on here, has been looked at by the attorney (Steven Mezer). Since
that is a majority of the members of the association, this takes precedence
as far as I understand it, as well as what the attorney is saying is cause
for removal with or without cause so there is no fault blame or anything
else except that 143 people have said they do not want you on the board.
According to the bylaws that’s the bottom line as far as I understand.
To make sure this is done in a proper manner. Is there any board
members who reads the bylaws any different?”
Rhodig: “I would question
what is a vote?”
McDonough: “The attorney
(Steven Mezer) says the written signature with lot number on this is enough,
pursuant to what we are doing here”.
Elloit: “Can I inspect that
petition?”
McDonough: “Sure”.
Kauffman: “The only comment
I would have is that the entire membership was not given a chance to vote."
McDonough: “It says the majority….”
Kauffman: “I understand,
you asked if there were any questions and I responded.”
McDonough: (garbled)
Wurzer: “A petition is not
a vote! Irrespective of what the attorney says, I thought he was
more intelligent.
McDonough: “Okay, I
move that we, ahh, honor the petition and bylaws as written and I will
make that motion as I wouldn’t want anyone else to have to do it.
Is there a second?
Burnette: “Yes”.
McDonough: “All in favor?
Burnette: “Aye”
Luman: “Aye”
Kauffman: “No”
McDonough: “4 in favor with
one no”.
Rhodig: “I don’t want to
vote”.
Wilson:
“You have to vote”
Rhodig: “Then I prefer to
abstain”
Wilson: “You can’t abstain,
you have to vote! Kauffman can not vote”.
Kauffman: “I have not been
removed yet”
McDonough: “It don’t matter”.
Wilson: “No, it’s a conflict
of interest”.
Rhodig: “No”.
McDonough: “Okay, there’s
a three to one. Pursuant to that Gary, you are no longer on the board
and I would ask you to leave the table and sit in the audience”.
Kauffman: “Okay.”
McDonough: “Okay, the next
piece of business is the managers report”.
Wilson: “Okay, as of today, ah,
it has been turned into our office, ah, is Adams Homes has 14 lots and
Preferred Developers has one lot as of last Friday when I wrote this, although
I understand that on Friday they closed on that lot so Preferred Developers
is no more.
Report of Manager followed
Continued transcript:
McDonough: “Under new
business, ahh, board member appointment. It’s ahh. Lets see, how
do I want to do this? My recommendation is that the individual who
was not voted into office, but in contention for a office, be the one is
asked to step up to be a board member. And that would make, ahh,
Linder, Linda excuse me, my wife would shoot me, ahh, the ahh, next board
member to be appointed. And ahh, we need to get that done without
exception. I’d like to make that as a motion. Any second?”
Rhodig: “I second that.”
McDonough: “All in favor?”
Rhodig: “Aye”
Luman: “Aye”
Burnette: “Aye”
McDonough: “It’s unanimous.
Linda, come join us.” You will be filling the position that was just vacated
so you are secretary. We can’t have an organizational meeting. |