Garner Amended Complaint

Thanks again… It’s showing through page 7 as I write this… I’ll check back later… Looking good so far! Even though the suit will cost us (& you!), it will feel safer and more secure to spend retirement years in the Village if this case is judged justly.

There is a chord that Gene composed that pleased the Lord, Hallelujah, Hallelujah!, Hallelujah, Hallelu-uuuu-ujah… positive thoughts and happiness and restitution for all of our innocent neighbors who have been bushwhacked and so wronged by this criminal Board and CEO/CNU/DPZ cult.

POA board approves top dollars for CEO, protects her position
In a blatant and some would say irresponsible rejection of what Village property owners were saying at the ballot box, the last POA board took an unprecedented step to make it virtually impossible to fire the community’s top executive.
Just two days before votes were counted last March 21, the board changed Lesley Nalley’s contract so it now takes six of seven board votes to oust her. In the past, a board majority of four votes could terminate the contract.
The new pact, signed March 19, also increased Nalley’s salary to $210,105, a rise of $6,105, and boosted her bonus opportunity from 20 to 30 percent of her salary. Her salary is higher than most top city and school officials in Arkansas, including the governor.
All this for a CEO whose major achievement has been adoption of a half-million-dollar Comprehensive Master Plan (CMP). When the outgoing board adopted the controversial CMP at its final meeting last year, Nalley basked in the accomplishment, calling the CMP “my plan.”
An examination of Nalley’s last two contracts, released this month under court order, shows directors taking steps to keep Nalley in office, thus preserving the many “corporate” changes put in place over the last three years.
Sensing three avowed opponents of the CMP were about to be swept into power, the old board ignored an overwhelming rejection months earlier when property owners said no to Declaration changes they’d proposed. They moved forward anyway to protect Nalley.
You can read the CEO’s current contract below.
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To earn a bonus of up to $63,031 each year, Nalley is asked to meet four amorphous “enterprise goals” which have no measurable targets:
• Protect community-wide property-owner value and lifestyle.
• Strengthen the financial health of the Village.
• Build property owner trust and support.
• Provide welcoming visitor experiences that encourage property ownership.
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As you ponder the details of the CEO’s contract and job performance goals, keep in mind this very important fact: The CEO is the board’s only employee. What she does, how much she’s paid, how her work is evaluated – are decisions made by the POA board.
Any frustration you have should be directed at the board, not the CEO.
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Here’s the CEO’s compensation contract, and attached is a table showing how her pay compares with other public and school executives.

CHIEF EXECUTIVE OFFICER EMPLOYMENT CONTRACT

This agreement (“Agreement”), is made and effective as of the 19th day of March 2019, between Hot Springs Village POA (“HSVPOA”), a nonprofit corporation organized and existing under the laws of the State of Arkansas, and Lesley Nalley (“CEO”). The term of this agreement is for two years from March 30, 2019, through March 31, 2021, and can be renewed at any point during the initial and subsequent terms for successive two (2) year terms through a review first with the Board Chair and then with all Board members in executive session, with agreement of the CEO, and will be paid in full unless paragraphs 4(b) or 4(d) apply.

WHEREAS, HSVPOA desires to secure the services of the CEO and the CEO desires to accept such employment.

NOW THEREFORE, in consideration of the mutual covenants contained in this agreement, and intending to be legally bound, HSVPOA and the CEO agree as follows:

1. The CEO will render full-time services to HSVPOA in the capacity of Chief Executive officer of the Corporation. The CEO will at all times, faithfully, industriously and to the best of the CEO’s ability, perform all duties that may be required by virtue of this position. It is understood that these duties shall be substantially the same as those of a chief executive officer of a business corporation and shall include but not be limited to the following:

a. HSVPOA explicitly grants the CEO authority over operational and personnel matters, in accordance with governing policies in effect at the time of the execution of this Agreement.

b. The CEO shall serve as an ex-officio non-voting member of the Board, privy to all meetings and correspondence, except where such discussion is specific to the CEO’s performance.

c. The CEO job description in effect at the time of the execution of the Agreement will remain in effect during the course of this Agreement and any extensions thereof except to the extent that the job description is amended by mutual agreement of the CEO and the Board.

2. COMPENSATION

a. In consideration for these services as CEO, HSVPOA agrees to pay the CEO a base salary of $8,080.96 bi-weekly, which is $210,105.00 annualized or such higher figure as shall be agreed upon at an annual review of her compensation and performance by the Board. This annual review shall occur simultaneously with HSVPOA annual reviews. Compensation increases will be determined by fair market value survey results from a reputable compensation specialist or professional experienced in compensation surveys hired by the Board to provide compensation information. The CEO may elect to defer such portion of his/her salary to the extent permitted by law.

b. Each calendar year the CEO shall be eligible to receive performance bonuses up to 30% of base salary in addition to, or in lieu of, a cost of living or merit increase. The amount shall be determined by the Board, based upon the CEO Performance Evaluation Policy, which established performance criteria in support of the overall health of the corporation. Any annual bonus shall be paid in a lump sum the first pay period following the close of the audited books.

c. Quarterly and annual evaluations shall be conducted using enterprise goals as defined prior to January 1st each year.

3. BENEFITS

a. The CEO shall be entitled to 21 days of Paid Time Off (PTO) each calendar year, subject to increase by the Board. PTO will be accrued, used and paid out in accordance with the Association’s policy 302 in the 2019 Employee Handbook. PTO paid out at termination will be calculated at the final rate of pay.
b. The CEO will be offered Life Insurance in accordance with policy in effect for HSVPOA, currently set for a maximum benefit of $300,000.
c. The CEO will be eligible for short term/long term disability benefits in accordance with current policy. The premium for these benefits will be added to the base salary for the CEO to receive benefits at a non-taxable rate.
d. The CEO is eligible to participate in the HSVPOA employee 401(k) program in accordance with current policy.
e. The CEO may attend business and educational meeting and other outside community activities benefitting HSVPOA. Attendance at such meeting shall not be considered PTO. The expenses incurred during such meetings and activities in the furtherance of HSVPOA’s interests, shall be paid or reimbursed, according to established policies.
f. Dues to professional associations, service organizations, and clubs that serve to further the interests of HSVPOA shall be maintained.
g. HSVPOA’s general liability insurance policy shall cover the CEO for all acts done in good faith throughout the term of this contract.
h. HSVPOA will pay the Medical and Dental premiums for the CEO and spouse. Other voluntary benefits such as vision insurance, additional life insurance, and other voluntary Cafeteria Plan elections will be paid by the CEO.
i. The CEO will be eligible to receive $300 per month for a car allowance, and
j. An annual golf and fitness pass shall be provided to the CEO and spouse for the purpose of fostering community and business relationships.

4. EMPLOYMENT TERMINATION & SEVERANCE

The Board may, in its discretion, terminate this Agreement and the CEO’s duties hereunder. Such action shall require a minimum of six out of the seven members of the Board voting in favor of termination of the Agreement. Abstentions from such termination vote shall be counted as a vote against terminating the Agreement. Any such Board-approved termination shall become effective upon written notice to the CEO or at such later time as may be specified in said notice.

a. Upon such termination, HSVPOA shall continue to pay the CEO’s then monthly base salary for the remaining duration of this agreement. In addition, HSVPOA will pay to the CEO as severance her bi-weekly base salary for an additional four (4) months or the CEO’s first day of new employment, whichever is earlier. For the period during which such payments are being made, HSVPOA agrees to keep the CEO’s group life and health insurance coverage paid up and in effect. Any severance payments are conditioned upon the CEO executing a release of all claims which shall include an agreement not to solicity any HSVPOA employees for a period of one year following the termination of the Agreement, a confidentiality agreement, and a non-disparagement agreement.

b. The severance arrangements described above will not be payable in the event that the CEO’s employment is terminated because the CEO has been charged with any felony criminal offense, a misdemeanor criminal offense related to fraud or violent crimes, maleficence, or is convicted of any offense involving fraud, theft, deceit, or similar offense, or for cause. “Cause” shall include willful failure to comply with reasonable policies, procedures, standards, essential duties and responsibilities of the position, or directives of the Board that are in accordance with this Agreement; unethical conduct; or any other material breach of the Agreement. This Agreement shall automatically terminate upon CEO’s death.

c. If HSVPOA is merged, sold, or closed, the CEO or HSVPOA may terminate this agreement, with the same severance arrangement described in Paragraph 4 (a).

d. Should the CEO elect to terminate this contract for any reason other than as stated in Paragraph (c), she shall give the Board Chair a minimum of 60 days’ written notice. At the end of the notice period, all rights, duties and obligations of both parties to the contract shall cease and the CEO will not be entitled to severance benefits.

e. If the CEO accepts any of the severance benefits described herein, the CEO shall to extent not prohibited by law be deemed to voluntarily release and forever discharge HSVPOA and its officers, directors, employees, agents, related corporations and their successors and assigns, both individually and collectively, from any and all liability arising out of employment and/or the cessation of said employment. Nothing contained in this paragraph shall prevent the CEO from bringing an action to enforce the terms of this agreement.

f. Contract renewal terms shall be considered and completed no later than March 31st of any contract year. This Agreement and all its terms and conditions will automatically renew with the same terms, if not otherwise amended or terminated accordingly by written notice. Contract revisions may occur at any time, upon agreement of both parities.

5. The CEO shall maintain confidentiality with respect to information received in the course of employment and not disclose any such information. The CEO shall not, either during the term of employment or thereafter, use or permit the use of any information of, or relating to HSVPOA in connection with any activity or business and shall not divulge such information to any person, firm, or corporation whatsoever, except as may be necessary in the performance of duties hereunder or as may be required by law or legal process. Likewise, all Board members who were or are privy to the terms of the agreement will consider it a confidential personnel record and subject to related Bylaws and policies. In addition, the CEO shall not, directly or indirectly, for one year following the termination of this Agreement for any reason: solicit, employ or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of HSVPOA at any time during the term of this Agreement or in any manner induce or attempt to induce any such employee of HSVPOA to terminate her employment or engagement as such with HSVPOA.

6. This agreement constitutes the entire agreement between the parties and contains all the agreements between them with respect to the subject mater hereof. It also supersedes any and all other agreements or contracts, either oral or written, between the parties with respect to the subject matter hereof. Except as otherwise specifically provided, the terms and conditions of this contract may be amended at any time by mutual agreement of the parties, provided that before any amendment shall be valid or effective it shall have been reduced to writing and signed by the Chair of the Board and the CEO.

7. The invalidity or unenforceability of any particular provision of this contact shall not affect is other provisions, and this contract shall be construed in all respects as if such invalid or unenforceable provision had been omitted.

8. This agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors, representatives and permitted assigns. Neither party may assign any interests of this Agreement without the express written consent of the other party provided, however, that HSVPOA may assign this Agreement to any corporation into which HSVPOA may be merged or by which it may be acquired.

9. This agreement shall be construed and enforced under and in accordance with the laws of the State of Arkansas.

10. Any controversy, dispute or disagreement arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration, which shall be conducted in Central Arkansas, and judgment on the award rendered by the arbitrator may be entered in any court have jurisdiction thereof.

This contract signed the 19 day of March, 2019 by our mutual signatures below.

(Signed by)

Tom Weiss

Lesley Nalley