Governance Committee Charter is in flagrant violation of HSVPOA’s Governing Documents
The ILLEGAL HSVPOA Governance Committee, which is chaired by the Board Chairperson, is operating in flagrant violation of HSVPOA Bylaws. Everyone on the Governance Committee is seated in violation of our Governing Documents, including our CEO who is also our Corporate Secretary. The Governance Committee must be disbanded immediately. It is imperative that we all attend the next BOD meeting and peacefully tell the Board of Directors that they are knowingly violating our Governing Documents.
The Governance Committee members are:
- CEO
- Board Chairperson,
- Board Vice Chairperson and
- One other Board member.
Three emails sent to the Board of Directors
Three emails have been sent to the Board of Directors concerning this serious issue. The Board is in non-compliance and in violation of our Governing Documents, by allowing the ILLEGAL Governance Committee to continue to convene.
Please refer to excerpts below from the emails sent to the Board Directors where I explained the violation and cited Article XII, Section 4, H, of HSVPOA Bylaws:
“The Governance Committee is a Standing Committee that is in flagrant violation of HSVPOA’s By-laws. In particular, the Governance Committee violates Article XII, Section 4, H. This bylaw reads: ‘a member who is serving on the Board of Directors, or whose spouse presently serves on the Board of Directors, shall not serve on a Standing Committee, until after completion of service on the Board of Directors‘.”
“The spirit and intent of Article XII Section 4, H is to preserve the integrity of HSVPOA’s committees. It prevents board members and/or their spouses to sit on standing committees. This prevents the appearance of impropriety and prevents abuse of authority by board members.“
“Section 4, H is intended to prevent the formation of committees like the Governance Committee.”
“If the ILLEGAL Governance Committee met to Revise Article XII Section 4, H in order to legitimize the Governance Committee, this would erode the integrity of the Board of Directors and sow even more distrust towards the board and staff.”
“We know that it is easier for the Board Chairman and the CEO to control the narrative with two board members than it would be with the full Board of Directors in participation. That is the Nature of the Governance Committee.”
“The committee needs to be disbanded and another alternative put in place to handle the responsibilities of the committee. Work sessions would be the perfect venue to replace the Governance Committee.”
ILLEGAL Governance Committee Intends to Change HSV POA Bylaws and Charter
The Board Chair responded back. It is my understanding from this email response, that the Board Chairperson intends to convene an ILLEGAL Governance Committee meeting in order to revise its charter and also to revise Article XII of our Bylaws. This is a flagrant violation of Article XII of the Bylaws and a total disregard of the rule of law governing HSVPOA Corporation. The ILLEGAL Governance Committee has no legal standing to convene for any reason and should be disbanded immediately.
As the Governance Committee charter is in direct violation of the HSVPOA Bylaws, any board member who participates in Governance Committee meetings is in flagrant violation of ARTICLE IX Board Responsibilities, Authority, and Accountability.
ARTICLE IX Board Responsibilities, Authority, and Accountability
Section 1. Board Responsibilities
c) Set and oversee the articles of governance and ensure compliance.
Section 3. Board Accountability
The Board is accountable to the property owners and to one another for enforcing all rights, covenants, restrictions, and agreements applicable to the Properties and the owners thereof, and to Common Properties, as provided for in the Declaration or which now or may hereafter be contained in or authorized by the Articles of Incorporation, the Bylaws, or laws of the state of Arkansas.
Any board member who violates any of the articles of our governance documents could become subject to Article VII Section 6. Removal. Citing Bylaw:
ARTICLE VII Board of Directors
Section 6. Removal. A Director may be removed from office for cause by majority vote of the Board of Directors. Cause as used in these Bylaws may include, but shall not be limited to:
(c) Violation of any Association governing documents, including the Declaration, Articles of Incorporation, Bylaws, policies, rules, or resolutions, as the same may be in effect from time to time, including not reporting a conflict of interest.
Neither the board chair nor any other board member is above the Association’s governing documents, including the Declaration, Articles of Incorporation, Bylaws, policies, rules, or regulations. Furthermore, the Board is accountable to the property owners and to one another for enforcing all the Association governing documents, including the Declaration, Articles of Incorporation, Bylaws, policies, rules, or regulations.
I would suggest the revisions to the ILLEGAL Governance Committee Charter and revisions to the Bylaws be made by the entire body of the Board of Directors instead of by the Noncompliant Governance Committee, in order to remain in compliance with our governing documents.
If we need a Governance Committee, the committee should be composed of rank and file property owners, not Board Directors or the CEO. This should become the standard operating procedure for HSVPOA. This is how you build trust with property owners.
You cannot build trust with secret closed-door committee meetings seated with a select few board members and the CEO. This is the way the ILLEGAL Governance Committee has been operating, behind closed doors for two years now. Nothing they have done is legitimate.
This is a sad state of affairs for HSV property owners under the leadership of our Board Chair.
Property Owners Call to Action
We cannot allow our Board of Directors to knowingly and flagrantly violate our Governing Documents and the Rule of Law of HSVPOA Corporation. Please attend the next Board meeting and let our Board Directors know we will not tolerate their total disregard for and their violations of our Bylaws.
Authored by Joe Dowden, Hot Springs Village, June 15, 2019
Formatted and Edited by Cheryl Dowden
Lewis Robinson
06/15/2019 — 6:28 pm
if what I am reading is factual and true ,Then we have a real serious problem with our board and the way they do things WE must go to the meetings and with peaceful protest object to what they are doing
Vicky Didion
06/15/2019 — 8:19 pm
This article must be put in The Voice and also we need to get reporters involved from the TV stations in Little Rock. Maybe it will garner enough negative press that it’ll get CEOs and bod attention.
Anonymous
06/15/2019 — 9:25 pm
I’m just amazed at the people living in the Village who are “experts” on everything, but have never run for a position on the Board or participated on a POA Committee.
Lloyd Sherman
06/15/2019 — 9:39 pm
That’s a pretty broad statement their Mr. or Ms Anonymous. You don’t have to be an expert to read, interpret and understand. You also don’t have to have been on a committee to qualify you as an “expert”. It’s many of these “experts” that have gotten us in the mess we find ourselves in and for those of us reading, researching, observing and actually paying attention to what is going on and then reporting on issues we don’t agree with, doesn’t make us “experts” either but does make us property owners who care about our Village and ensuring it is running as intended in the original documents.
Anonymous
06/16/2019 — 10:50 am
If you are talking about experts, you are definitely not talking about the Board and our CEO because they are in violation of our governing documents and this author merely pointed it out. I see no place in the article where the author claims to be an expert.
Maureen Heenan
06/16/2019 — 9:18 am
I don’t think the person writing this thinks or has he claimed to be an expert. He is stating the facts. The Board and the CEO, are the ones breaking our laws intentionally. We must have proper checks and balances to ensure that our laws are being followed and the good of the Village is top priority. We do not have this now. The Governance Committee must be dismantled and a new Committee formed with village residents that are not board members.
Anonymous
06/16/2019 — 10:56 am
I think saying our BOD and CEO is breaking our laws “intentionally” is slanderous and very dishonest. That’s what’s wrong with all of you who have set yourselves up as experts in every aspect of managing our Village without ever doing anything but criticizing. Many of us have studied what has happened in the Village and have made informed opinions that do not agree with your slanderous, emotional opinions. You have already lost (badly) one lawsuit in which you charged 4 laws were broken by our management. That is estimated to have cost us about a million dollars, and now your supporter has filed another Suit that I predict will be lost as well. How much will the ridiculousness from this “expert” cost us this time?
Anonymous
06/16/2019 — 12:33 pm
This article does not say it was intentional to start with. This article is saying that once the chairperson was notified about the illegality of the situation she replied that the remedy she is making is to have the Governance Committee change the governing documents (bylaws) and the Governance Committee Charter. As the Governance Committee is not a legal committee, it has no standing to make these changes. That is what is intentional and the author of this article is not lying or being dishonest. Nor is there slander.
Joe Dowden
06/16/2019 — 11:14 am
It does not take an expert to read the Governing Documents. Matter of fact, it appears that our Board Chair has not read the Bylaws. I simply pointed out the illegality of the Governance Committee And backed it up with fact.
“The Governance Committee is a Standing Committee that is in flagrant violation of HSVPOA’s By-laws. In particular, the Governance Committee violates Article XII, Section 4, H. This bylaw reads: ‘a member who is serving on the Board of Directors, or whose spouse presently serves on the Board of Directors, shall not serve on a Standing Committee, until after completion of service on the Board of Directors‘.”
The Board Chair is adamant about convening Governance Committee meeting to change bylaws and charters even being aware she is in violation. You have to wonder why she would insist on convening a non-compliant committee to make revisions.
The answer is: The Board Chair, the CEO, and a least one other board member are attempting to shut out our newly elected Board Members. The newly elected board members are not part of the Board Chair’s/CEO Hive Mind.
The Board Chair does not want the newly elected Board members to participate in revisions of the Governing Documents or working on policy-making. She would rather continue violating our Governing Documents in order to shut out the new Board Members from the process.
It will come up that one newly elected board member is on the committee. He is a token whose voice is outnumbered by the CEO and the other two Board members seated on the committee.
In addition, board members knowingly violating our Bylaws and other Governing Documents subjects the violator(s) with being removed from the Board of Directors.
I arrived at the opinion of the BD’s motivation by watching the powerplays at the Board Meetings, Let’s Talk Meetings and the Board Retreat. More than once at those various meetings the Board Director shut down the conversation by claiming the issues needs to go before the Governance Committee. It is a powerplay between the CEO, her Old Guard, and three newly elected Board Members.
David Sintich
06/16/2019 — 2:02 pm
In any other area of government or business this would seem to be a hostile take over. It is becoming to obvious that everything they are doing seems to be for their own good and or profit. Many items have been brought out on Next Door and Facebook to show that their best interest is not for the population, but for individuals. There has been conflict of Interest, unwarranted spending and over throwing of ideas from people who have desired to help the direction of the village.
Yes, we have voted these folks into office but have found out the hard way that they haven’t told the truth about the platforms they ran on and now have become a hindrance on the community. I speak of the members from the previous board , not the newly elected because they are being handcuffed by the chair and 3 previous members.
When a group knows more than a community, that means trouble because not enough minds are included to research all avenues of knowledge and ideas.
And when people hide behind ” Anonymous” and toss out ridiculing comments and not want to become part of the answer to the problems at hand then stop reading our comments and go about your business because you Sir Or Madame HAVE been a helping hand in creating this problem over the years and still wish to promote it.
Linda Anderson
06/16/2019 — 5:56 pm
The Governance Committee represents an illegal maneuver set up to hold on to power and to control the Board. Terminate this Governance Committee ASAP. It is time to stand against such outrageous violation of the rules of law.
Karen D Lundberg
06/16/2019 — 8:49 pm
This is yet one more of the many, many changes being made by our BOD and CEO to our Bylaws in order to fit their agenda. Yes, what they are doing is illegal. When you point out to them it is illegal, they already know it is, but are just hoping they don’t get caught. That was their usual operating procedure until last year when so many of us stood up and said No in the vote to change our Declaration and to basically give up many of our rights, and kick Cooper to the curb. It is a different time now, and we have people watching them closely now, and we are catching them right and left. God only knows what they are doing that we are not catching YET.
You think this is the problem, but it is not. The real root of the problem is that we now have three old Directors, one Chairperson, and one CEO who have, through the years, worked and re-worked the Bylaws to where they are a convoluted mess, and they contradict each other on every other page. If they want to make the Governance Committee the way they want it to be, whether illegal or not, they are going to change the Bylaws where they can make it happen. Fellow Villagers, we are living under a dictatorship. Please, please open your eyes and realize that is exactly what we are living under. We are nothing more than minions to this Chairperson, three BOD members and CEO. Out of everything that it takes to operate a community, we Villagers, who actually pay good money every month in order to pay for our community, have a total of two votes that we are allowed to vote on. One being Board members, and the other being changing our Declaration. Today is the problem of the Governance Committee, tomorrow it will be something else, and every Board meeting will be something new we are about to pay Millions of Dollars for, and we are given our little three minutes to stand up at that podium and tell them that we do not want that, and they look us straight in the eyes, with smiles on their faces, and have no intention of doing what we ask or what we want. It is going to be their way….period.
I truly do not believe that there are very many Villagers yet who understand how very dangerous to our lives our new Chairperson and our CEO are. You need to start watching, and you need to interact with them, and you will see it. The three old Board members follow their lead, wagging their little tails behind them, while the truly dangerous Chairperson and CEO dig us further and further into the world of dictatorship.
Yes, what they are doing is wrong, and we have every right to be angry over it, and state that it’s wrong, but I will guarantee you that our voices will not be heard, and they most certainly will not be cared about. They don’t have to listen or care. They have us all totally set up to where we can say nothing to change anything. We can say it, we can scream it, we can have Board meetings that explode because people are so frustrated and angry, and it will change nothing. They won’t even be fair in their sanctions of people that get out of control during a meeting. They allow a Board Director who acted outlandishly, screaming in a Board meeting to keep his seat, but yet sanctioned two members of the community for doing far less. They are going to do exactly what they want to do, and we can do nothing to change it.
I see no solution for us unless we can remove our Chairperson, the three old Board members, and our CEO. That will not be an easy venture, but neither was that vote in November, to change people’s minds about how to vote, but we did it. We can find a way to remove these people, and that is what we need to concentrate on. As long as they are in the positions they are in, they will do exactly as they please, and not care one bit whether we like it, or whether it is right or not.
Karen D Lundberg
06/16/2019 — 9:25 pm
Posting Anonymously does have its place when writing or replying to something. That place, however, is not when you are demeaning your neighbors. If you feel the need to write something like that, then stand up and be a woman or a man and say it. I notice in all of the Anonymous posts, the word “expert” is used, leading me to believe it is the same person. Any meaningful dialogue you might have had (which you didn’t) is completely overlooked because you are too much of a coward to state who you are. One thing more I would like to point out. Yes, there was one lawsuit that was lost, but please remember that the very, very important vote in November WON, along with the three good Board of Directors we needed so badly. It’s not about who wins the battles; it’s about who wins the war. And trying to make senior citizens live under a dictatorship means war!!!
Kirk Denger
06/16/2019 — 11:33 pm
Statements of fact are not opinions or slanderous. The HSV POA BOD, CEO and now CFO have intentionally and criminally broken Bylaws, Federal laws and State Laws of Incorporation. Sadly the CEO manipulates our outstanding CFO into breaking the law through employment duress. At the 5/23/19 board meeting, the CEO stated that the Board has the authority to charter committees regardless of Bylaws. This is not about “conflicts” with Bylaws, these are premeditated criminal lawbreakers. The exception is Podawiltz, Campagna and Garrison. Podawiltz clearly expressed at the same meeting that she would not break any laws in place any time for any reason. At the same meeting, the Chairwoman stated that the Bylaws were in conflict with the BOD committee charters which is the same thing as embezzling money from all the members and claiming that embezzlement laws were in conflict with the criminal act and therefore will be changed by the embezzlers who have no standing to make the change.
Kirk Denger
07/24/2019 — 10:43 pm
Campagna is not an exception any longer. He is shown to be complicit with the other turncoat Directors, pandering to the CEO/CNU/DPZ cult.
Karen D Lundberg
06/17/2019 — 12:56 am
Very good points, Kirk Denger.