Unintended consequences - RON votes NO

The following are several of the revisions in the proposed MeadowLake Airport Association By-Laws that are not in the best interests of the members and constitute a reason to VOTE NO on 13 May 2008


1). Special Assessments:
a. Proposed by-law: Article VI, Paragraph 2: "In the event that there is a financial need, the Board of Directors may propose a special assessment to the membership, to be approved by a majority vote of the members in good standing."

b. Current by-law: Article IX, Section 2. Major Improvement Assessments: "If assessment of the membership becomes necessary for proposed major improvements not covered by the provisions above and assessment of the membership is required, a seventy-five percent (75%) majority vote of the membership will be required for such assessment."

c. Discussion: The current by-laws require a 75% approval for additional assessments. First we shall assume that this means using the typical wording that 75% is of the "total voting interests of all members in good standing at the time of the vote," Second, for easy numbers understanding, let’s assume that the total voting interest is 100,000 votes.
Under the current by-laws, a special assessment would have to get 75,000 YES votes.
But the proposed by-laws LOWERS that number significantly to 50,001 Yes votes. That is a reduction of 33%.

A worse case interpretation of the proposed change would be that you only need a quorum of votes (50,001) then a majority of those which would be 25,001 YES votes. So instead of the current 75,000 YES votes, one or two people could control the board and impose large assessments on everyone with as little as 25,001 votes which is two-thirds lower than today.
There is a lurking interpretation problem with the proposed change which could be "approved" by a cooperative lawyer and that could mean a majority of whatever votes are returned. That could drop the number of YES votes required to force a huge assessment from 75,000 votes to something below 20,000 YES votes (exact value is unknown).

Any of these scenarios, whether the 50,001 votes, 25,001 votes or lower than 25,001 votes is unacceptable and in and of itself is a reason to vote NO on the Board approved by-laws changes.

2. Mail Ballots:
a. Proposed By-Law, Article III, Paragraph 8: Any action that may be taken at any annual, regular or special meeting may be taken without a meeting if the Association delivers by first class mail a written ballot to every member entitled to vote on the matter. (see article for additional text).

b. Current by-law: Article XIV, Section 1. (c) page 12: "No ballot issues under this article (By-laws...ed) shall be determined by mail-in ballots."
c. Discussion: While the current by-law text was referring to by laws changes, in multiple places throughout the current by laws a quorum (50%) of the voting interest must be at the meeting. Example: Article III, Section 5 (Quorum), Article III, Section 11 (3) on Annexation, Article XIV, Section 1. (c) (By-Laws).

At least one Director was unaware of this mail-in provision until I pointed it out to them. If the Directors are unaware of everything and its implication on a document like this, it is doubtful that most members will take the time needed to review and understand the document or issue.
In addition, the Board failed to point out major changes such as discussed here, calling them a "clarification."

Matters affecting the membership such as these by-laws changes, airport improvements and assessments need to be discussed in an open forum. A mail-in ballot prevents this discussion and in and of itself is a reason to fully reject the proposed by law changes until problem areas are corrected.

RON LEE