2012 Annual Membership Meeting

Held January 30, 2012.
As a matter of a recap, the enthusiasm form the membership definitely was impactful on the Board. This was the best meeting the Members have had in years.

Rob Novo tabled an objection from the start (in effect, a motion that the meeting itself was “out of order”) due to the erroneous notification that the Board mailed (actually Dan Rosen stuffed the notices in Member mailboxes on Thursday Jan 19th). The Board tried to change this notice just a few hours before the Annual General Membership (AGM) meeting. This was no small change attempted. The Board said the three Board positions that were up for election were incorrect and in retrospect, it was two other Trustee positions.

The Board then went over the financials with the Members. Over the last few years we have typically had five or so Members delinquent and in various stages of collection process and legal entanglements with the Board. The Board said that only two Members were currently in arrears. We had once again an issue with the way the Board reports the financials. The Board provides the Membership financials in “cash basis” which is not the way a corporation presents its financials to its owners (shareholders). That should be what is known as “accrual accounting”. The latter provides a truer picture of the financial health of an organization. The Board’s balance sheet also erroneously inputs some accrual terms but not others. It can be at the very least a bit confusing, but its apparent what Treasurer Debby Strott is attempting to do.

The discussion then moved onto the subject of the Bradford Tree damage. Tom Maloney, Sec to the Board of Trustees, started off the discussion by saying the Board had determined it had no standing to help out individual Members on this matter. He also stated that Township Administrator John Lovell said the Township wasn’t going to help. There was some discussion about whether or not there was an agreement between the MLEHOA developer and the Township whereby the Township requested the developer install the Bradford Trees in exchange the Township agreed to take care of them. However, no one was sure of this nor seen any such documented agreement. There was talk of visiting municipal hall to ask for the MLEHOA deed and planning documents. I asked the Board a simple question if anyone had a general idea of the total damage from the storm on the MLEHOA trees. There were guesses of 40 at a minimum to over 100. Amy stated that the neighborhoods character has been negatively affected and thus the MLEHOA might consider participating. Thus the topic then moved to Amy and Rob working together to do the following:

Township Obligations
1. Though the Township manager, according to Tom Maloney, said the Township “was no longer involved in the tree business”, that may or may not be true. It is really not relevant if the Township has the funds budgeted. What matters is DOES such an agreement exist? If so, then it should be brought to the attention of the Township governing council. How they pay for their obligations is not our concern. (“we don’t have money budgeted for that” is a common excuse used by govt officials. It’s irrelevant but many times effective as people just go away upon hearing this. Simply put, people, corporations and governments aren't excused from paying their obligations because "they don't have the money".)
MLEHOA Action
2. Amy said she would take an inventory of the damage. I have asked Michael Seeley of “Seeley Landscaping” to contact Amy and Rob. He is familiar with the damage to our neighborhood and has already cleaned up our common areas. His telephone # is 973 722 4007 and his email is skibumhb@optonline.net).
3. The meeting closed this subject with a date of March 22nd to hold a MLEHOA Special Meeting to discuss this matter.

Sec. Tom Maloney then said the last matter we have is the election. At this point, I objected and asked why the MLEHOA did not have a 2011 Annual Membership meeting. Inexcusably, the Board generally, Tom Maloney and Dan Rosen said they did not know. Other Board members murmured something about scheduling conflicts or the like. I then said that since the MLEHOA did not have a AGM in 2011 it has created a problem for the Association in terms of elections. Our Bylaws require AGMs and our Trustees to serve two year terms. Our Bylaws also stipulate that no more than three Trustees are to be elected in a calendar year. Original Bylawys say no more than two Trustees can be elected in any given calendar year. Given no AGM in the last calendar year, we did not elect anyone. Board members Tom Maloney and Ian Kadden's terms both expired on October 28, 2011. Tom then asked me if we had a AGM in January of 2012 and then another one in December of 2013 would that be allowed. I answered “yes” as the calendar requirement would be met. Ian Kadden asked me what do I think the Association should do. I said, if the Association is to follow its own rules (Bylaws) both Tom and Ian are no longer Board members. I said we should hold the elections to fill the spots by the expiring 2010-2012 terms of Board members Dan Rosen, Vin Papalia and Debby Strott and leave the other two vacant. The Board seemed to be unprepared to discuss why 1) They failed to schedule a required Annual Membership meeting in 2011 and 2) how to fix their self-inflicted election problem.

At that point the idea was voiced that we might want to delay the election for six weeks or so. Dan said we can’t vote for Trustees in anything other than AGMs. I told him this isn’t true and thus it appears the elections will occur in some manner at the March 22nd Member Special “Tree meeting”. Note that "Special meetings", just like AGMs have specific notification requirements. It is the obligation and duty of the Board to inform the Membership of this special meeting.

At this point, the Meeting deteriorated somewhat as Ian started to voice his frustration with how the Board members work hard and the general Membership “doesn’t care.” He then said how no one complained to the Board about the fact they didn’t hold a AGM last year. I and Rob both objected to that assertion. Communication was sent to the Board in numerous ways not the least of which was Rob and myself speaking to Board member Vin Papalia. Vin failed to answer what, if any, actions he took when Rob and myself asked him about the Annual Membership meeting and was the Board planning on holding it in 2011. I also asked Board member Debby Strott in October about when was the Board going to schedule the 2011 Annual Membership meeting. I then asked Ian by his logic, he needs to tell me “what part of our Bylaws is he and the Board going to ignore because in his (or the Board's) opinion the Membership is apathetic?” He didn’t answer. I then stated it is fundamental corporate governance to hold AGMs and proper elections and the fiduciary obligations of the Board should not only occur when the Members “speak up”. Think about the potential for abuse if Ian’s argument were to hold sway. Which Board Member would have the monarchial power to decide what aspects of the Bylaws the Board wanted to follow and what stipulations it didn’t want to follow. Abuse would be assured....more accurately, continued abuse of our Bylaws would certainly occur.

We also discussed the webpage where various member (Rob, Lance and myself) voiced objection to the fact that the webpage hadn’t been updated in almost three years. In fact, just hours before the meeting, the Minutes of the 2010 AGM were posted by Dan Rosen – two years later after the meeting. Dan Rosen has experience with webpages. His company's, DRD Systems Inc., webpage is http://www.drdsystems.com/. Lance, Rob and myself agreed to help manage the webpage. Dan Rosen agreed to provide the administrator log-in information to Rob in order our webpage can more properly be maintained. Unfortunately, I have just learned that Dan Rosen has changed his mind and wants to continue to control our webpage himself and has decided by himself not to provide the log-in information to Rob.

Atmosphere of the Board’s attitude towards governance is simply self-evident. While, it is no question that being a volunteer is hard work. It is also no question that there is simply a “right” and “wrong” way to operate. For example, it is my understanding that the 2011 AGM didn’t occur because all five of the Board members couldn’t agree on a date. I told them that AGMs are NOT for the benefit of the Board members but the general membership at large. In fact, all five Board members do not have to attend AGMs. I suggested they set a date early in the year, say January, to announce to the Association the AGM would occur on the “first Monday in December”.

I will leave it to everyone’s own opinion why Ian and the other Members seemingly so tired of the work, wish to remain on the Board but when we left the Board was huddled together going over the Bylaws with Tom.

I disagree with the Board's attitude that the Members "don't care". In my interaction with the Members, they do. Nor do I think it is proper behavior for the Board to act without regard to our Bylaws because of their erroneous opinion.