By Cheryl Dowden, December 9, 2019
Purpose of Meeting
The HSVPOA held the 2020 Board Candidate Orientation on Saturday, Dec. 7, 2019, at 10 a.m. at the Coronado Center, Room 5. The purpose of the session was to “inform potential board candidates about what is required of board members, given HSV’s governance model and governing calendar.”
All members in good standing who are considering a run for Board Director were encouraged to attend. Other members were welcome. Approximately 24 attendees were present.
As was the case in 2018, the meeting was facilitated by member Larry Venable and followed a similar format to last year’s candidate orientation, including a panel discussion. This year’s panel consisted of current Board Vice-Chair Tormey Campagna and immediate past Vice-Chair Bob Cunningham.
What follows is a report/partial transcription of the meeting. I have attempted to provide an accurate accounting of the meeting.
Larry Venable: “Thank you for coming. My name is Larry Venable.” Venable asked folks to jot their questions down on an index card, which he read at the end of the meeting.
Venable then introduced current Vice-Chair Tormey Campagna and past Vice-chair, Bob Cunningham. Campagna and Cunningham were there for the purpose of answering questions about what it is like to serve on the HSVPOA Board of Directors.
Venable: “Let me be very clear that our purpose today is to learn what it is like to be on the Board; what it’s like to run for the Board. It is not to discuss issues. That’s not the reason we are here and that’s not going to happen.”
Venable: “The first and most important part of this is to understand what are the qualifications. As you can see, they are not really complicated.”
- The minimal required qualification is to be a Property Owner in good standing.
- Get 25 signatures of other Property Owners. (Two years ago this number was 50 and it was reduced last year [2018] to 25.)
- Application must be submitted by January 10, 2020.
Venable: “It would be nice if people had these kinds of skills: people who understand finance, economics, real estate, and marketing. These kinds of people really bring a lot of value.”
Venable: It is also good to have a strong interest in the long-term welfare of the Village.
Venable: “You have to come to the Board with an open mind. So many times I heard this from three or four different Directors that told me the same thing. ‘I go with this idea that I am going to get this done or push that out,’ something or another. They get there and all these things are brought to light – facts they didn’t know.” ‘I hear somebody from the POA talk about this or that or the other thing and then I realize, oh, I didn’t realize that.'”
Venable: After January 10, 2020 (deadline for submitting application), there are about two months to campaign.
Venable: Once elected, Board duties are assumed on April 15, 2020. Immediately after the regular Board Meeting, the newly elected Board Members are sworn in during a Special Board Meeting. The election of the Board Officers is also done at this same time.
Venable: No business is done at the Special Board Meeting. The first actual meeting for the new Board Members to conduct business is in May.
Venable: “I think it is important to understand the long-term Enterprise Goals of the Village.”
Venable: “The Board’s main purpose is to protect the value and the lifestyles that we have.”
Venable: “It’s a really important goal, obviously, to strengthen the financial health of the Village. It’s not in the best shape possible, right now. It would be nice if it could be strengthened.”
Venable: “A third goal is to build Property Owner trust and support. That is a tough one. No matter what you do, somebody is not going to like it.”
Venable: “Finally, and I love this one, and that’s to make every visitor experience, every person who comes to the Village, leaves saying, ‘wow, what a great place! That was super! I loved it in there.'”
It is also important to understand all the legalities of the foundation of the Village. The Village is a mutual benefit non-profit. It is not a 501(c)(3).
The IRS code for the Village is 528. [Note: the handout below erroneously states 523.]
All the Articles, Declarations, Covenants and Bylaws are subject to federal and state law. “Very important to understand that.”
All of the Committee Charters and the CMP are governing documents.
Venable: “There are maybe some efforts to change one or two of those, which is a very careful, very specific legal process that must be followed for that to happen.”
What does the Board do?
- Establish the vision of where we are going
- Mission, vision, values and principles
- Establish annual plans, including budgets
- Ensures HSVPOA has the necessary funds and leadership to implement the mission
- Capable leadership
- Adequate financial resources
- Public image and reputation
- Provides legal and fiduciary oversight
- Finance
- Risk management
- Program monitoring and evaluation
- Legal and ethical oversight
- CEO performance review
- Directors are fiduciaries with legal responsibilities
- Duty of care
- Duty of loyalty
- Duty of obedience
Duty of Care
“This means each Board Member is expected to stay informed and to have a basic understanding of issues requiring board action.”
Duty of Loyalty
Board Members are expected to have “undivided allegiance to the organization’s welfare. The prospect of personal gain or gain for another party with whom the board member is affiliated must not enter into any decision making.”
Duty of Obedience
This has to do with the law. “The organization must comply with the law of the land and relevant regulations, as well as the organization’s own bylaws.”
- Directors are ambassadors. A Director does not represent a group or minority interest. He or she must act in the best interest of the Corporation.
- Directors do NOT micromanage day-to-day operations of the POA.
- The Board speaks with one voice or not at all. After a vote is taken and a motion is passed, all individual Directors must not speak against the passed motion.
Time Required of a Board Member?
The answer for the time required for a Board Director can vary with each individual. (Please see handout below titled, “HSV POA Board Candidate Information.”)
- You must attend all scheduled meetings.
- You must study Village issues.
- You will be a liaison to committee(s) and attend those meetings.
- You will interact with Property Owners.
- Attend HSVPOA events.
What does it take to campaign/run?
No cost methods of campaigning:
- POA 300-word press release (email to Property Owners)
- Profile in Advocate and Village Voice
- Candidate forums
- 5-minute interview on KVRE
- Network with people on your email list
Other methods of campaigning (some cost)
You can fundraise, but don’t take the risk of becoming beholden to someone if they donate money to your campaign.
- Additional radio (KVRE) and newspaper (Village Voice) advertisements
- Additional Advocate advertisement
- Personal campaign website
- Business cards, handouts, signs
Benefits of being a Board Member
- Recognition as a community leader
- The satisfaction of helping HSVPOA
- Impacting people’s lives and property values
- Ability to help shape policy
Running for the Board
- Pick up a packet at the POA Administration Building
- Complete calendar and deadlines
- List ownership of additional lots (if you own more than one)
- Get 25 signatures
- Fill out the POA Advocate Advertising Contract
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Use the arrow (right side of pic) to view the PowerPoint slides presented at the meeting
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HSV POA Board Candidate Information handout
hsvpoa-board-candidate-information*****
Tormey Campagna
Campagna: “Well, first I’d like to say, it’s been a real experience being on the Board. Some was good and some was bad. But it’s been an experience and I have learned a lot.”
Campagna: “For those of you who decide to run for the Board, it’s important to recognize that you can’t satisfy all the people, all the time. We all know that. And no matter what decisions you make, you’re probably going to get a group of people who are not happy with your decisions and some take it out on you on social media – which can be very disturbing.”
Campagna: “Particularly for your spouse. It doesn’t make them feel very good either.”
Campagna: “So it is important that you learn personally how to tolerate some of the bad comments you are going to get and look forward to the good ones. Because I will tell you what, every time you get a compliment for something you did, it does offset more than the same number of people who are disappointed with any decision you may have made.”
Campagna: “You know, when I campaigned, I had a list of issues that were important. And I tried to live up to all of those.”
Campagna: “But to Larry’s point, there’s been times where I’ve gotten more data after I’ve been on the Board, that has caused me to realize, you can’t necessarily, or it’s not even appropriate to do everything you campaigned for.”
Campagna: “So it is important, just like Larry said, it is important to not commit to it, but say you’ll work towards a particular objective.”
Campagna: “I’ll give you one example. When I campaigned, I said there were three million dollars of excess expense in the budget, that could be eliminated. That was complete overreach.”
Campagna: “Every budget has some amount of expense reduction can take place, but if you took three million dollars out of our expense budget, like I campaigned on, you’d gut the Village.”
Campagna: “You would either reduce services. You’d have to close a golf course. You’d stop fixing roads. You wouldn’t do what we needed to do for other infrastructure issues. So it was an overreach on my part.”
Campagna: “So you got to sort of be careful when you put numbers to things and then people want to hold you to them. Rightfully so, if you put them on the ballot.”
Campagna: “You really don’t know what you don’t know. After you sit on the Board for a while, it didn’t take long to realize there was a lot more I’d have liked to known and I might have approached things differently if I had of. But fortunately, very quickly, you do get that information.”
Campagna: “I’d say it’s critical to understand the amount of time you need to commit to the job. I listened to one Board Member say, ‘Oh well, it’s going to take you maybe ten hours a week.’ That felt pretty good.”
Campagna: “I wish it was only ten hours a week. Now to your point, Larry, there is a difference in amount of time from one individual might spend versus another. For example, the Chair of the Board spends more time than probably anybody else that is a Director, because in just the activities the Chair is responsible for.”
Campagna: “But, I would tell you that I’m spending anywhere between twenty and thirty hours a week. And this is the worst-paying-thirty-hour-a-week job I have ever had.”
Campagna: “But many times I feel I am moving the ball a little bit forward and that makes you feel better about it.”
Campagna: “Between going to Board Meetings, phone calls, going to the committee meetings, which as you pointed out, you’ll be assigned to a committee and you’re expected to attend those committee meetings.”
Campagna: “Many times in those committee meetings is where you’ll really find out what’s going on down at the street level…”
Campagna: “And there are other activities, like this one that you may be involved in or “Let’s Talk”.
Campagna: “It’s not really going to be, in most cases, a ten-hour-a-week job. You have to commit to more than that and if you’re not willing to put in a lot of time, you need to revisit whether or not it is the right thing to be doing. Because if you really want to do many of the things that Larry talked about, it’s critical that you spend the time, so you can move the Village forward in a positive direction.”
Campagna: “And I think I said this before. You know you are not going to get everything done you desire. But you know what is important? You’ve got to build a relationship with the other Board Members. Because nothing will get done, unless you have a reasonable relationship. That doesn’t mean you go out to dinner with them every night – invite them over to play cards. But it does mean you need to have a working relationship. And you have to learn to compromise.”
Campagna: “When I was in business, on any deal I was trying to do as a sales rep or a sales manager, most of the time, not every time, compromise was required. Customer wanted one thing. You wanted something else. But if you didn’t meet somewhere in the middle, nothing got done.”
Campagna: “And unfortunately our government out east is not doing much compromising. But truthfully, in most cases, I ‘d rather get 80 percent of what I want accomplished, versus nothing.”
Campagna: “And many times you are going to have to move on certain issues.”
Campagna: “The critical thing is, what’s important, is you really realize your job is to do the best thing you can for the long-term and the near-term of all Property Owners and at the same time, support the POA staff. These are a bunch of good people that are working their tails off, every day, day in and day out to try to make our lives more enjoyable here.”
Campagna: “And probably almost to the last one there, they are doing a good job at it.
Bob Cunningham
Cunningham: “What he said. Seriously, what he said applies.”
Cunningham: “I will touch on a few things, depending on your scope of your profession during your life, you may have a hell of a lot to learn when you get on the Board. Because you meet different management styles. Different ways of working with people, that you haven’t encountered. And that makes a big difference in how you act and how you cooperate with Board Members and staff.”
Cunningham: “I had a very small business so I’ve been exposed to some really big-time corporate management techniques and everything else and I am grateful for it.”
Cunningham: “Somebody once told me, ‘You’re just trying to pad your resume by running for the Board.’ I got a flash, I am eighty years old. What am I going to do with a resume?”
Cunningham: “Time, yes. I believe I spent forty hours a week my first year on the Board.”
Cunningham: “And I have been involved in as many as four committees at a time while I was on the Board, which increases the personal time that I spent.”
Cunningham: “The Board literally became my life for three solid years and I didn’t realize that until I got off the Board. And I am just now starting to enjoy the spare time that I have.”
Cunningham: “I spent a lot of time doing research. If you haven’t read the History of the Village, it is about that thick and it is not a printed book. It’s mimeographed pages. Last time I saw it, anyway. It will take you about three months to read that.”
Cunningham: “But you have to research all the projects because nobody knows everything about anything.”
Cunningham: “Patience. There are no instant decisions on this Board. Everything takes at least two to three months. And it is frustrating. You have to learn patience.”
Cunningham: “You have to be patient enough to take the slings and arrows and the B.S. on the social media.
Cunningham: “And another thing is, your ethics are going to be tested. You each have your own set of morals and set of ethics. But there are some changes when you get on the Board. And sometimes, when I’ve see it, people want to tell people the confidential information so they feel like a big shot. Or they are looking for outside help from friends and they let this confidential information slip. It’s happened twice in my tenure. And I believe, I was told, it happened a couple of other times and people were disciplined properly. So you are just going to have to bite the bullet. Documents and everything are not supposed to be on your personal computer. Not be in your personal possession. They give you a dropbox where you can go look at these documents anytime you want. So you don’t have to worry about transporting confidential information around and getting caught with it.”
Cunningham: “You will lose friends. Guaranteed. And some of the Board Members’ wives have lost friends, which I think is really ridiculous.”
Cunningham: “The polarity in the Village, ever since social media hit the Village…what was that Joe, a year ago, two years ago? A year and a half ago? When this, what is that, the Nextdoor thing popped up?”
Note: (Cunningham is calling on my husband in the audience. This is a method they have started using in an attempt to embarrass us. [You may recall, the CEO, Lesley Nalley called me out by name in the November 2019 Board Meeting.] This portion of the meeting was not supposed to be interactive with the audience.)
Joe Dowden: “Almost a couple of years.”
Cunningham: “Yeah. That really split the Village because there is too much anonymous postings. We the People Website, you can post anonymously. So it gives the wackos ability to shoot their mouth off with nobody knowing what they are doing. And I think that should stop. I think as Board Members, you cannot participate in that kind of thing.”
Note: (As far as I know, there is no longer a “We the People” Website and there was never any anonymous posting on “We the People.” The only posting on the “We the People” website was done by the administrator. Cunningham appears to be referring to this site, “Hot Springs Village People,” and possibly doesn’t realize that people on both sides of the coin are posting anonymously. I also wonder if he is aware that the CEO, Lesley Nalley posted on this site.)
Cunningham: “And another thing is, that I learned really fast was that whatever decision you really make, really is going to move this Village forward, will take you two to three to four years to realize its impact.”
Cunningham: “The CMP is a good example.
Cunningham said, “The people who think they know it all say, “Aw, we don’t want this. It’s no good.'”
Cunningham: “There’s no way to tell how good that CMP is. Because it’s not an instantaneous thing. It is merely a plan.”
Cunningham: “And most of the decisions you make on the Board take time to evolve and take effect and you can see that in past decisions. The GEO thermal in the Balboa Club – that was a big mistake. All it took was a, I think they put a longer pipe into the lake and it fixed the whole problem. But it took a couple of years to understand and realize.”
Cunningham: “The same thing with the DeSoto Club. We’re not done with that decision. It may last or it may not.”
Cunningham: “But you have to realize, whatever you say, whatever you do, you are going to live with it for years.”
Campagna: “Bob said something that, we’re in a world today that thinks that everything should be instant gratification. And to your point, there is a lot of things that we may make decisions on that, whether they are good or bad, doesn’t show up for a number, some period of time.”
Campagna: “If we change our marketing program and proceed to go at it in a different way than it’s being done, last year and we do it different next year. That doesn’t mean we are going to go from sixty houses a year to three hundred overnight, even if it is a good plan. It takes time for that stuff to come to fruition and we prove whether it was successful or not.”
Venable talks about how Winston Churchhill had the vision to see the future.
Questions from the audience
Are the Board Directors puppets of the CEO?
Question: “It has been said the Board is controlled by Lesley Nalley and there is a belief that she has puppets that vote as directed by her. Please clarify.”
Campagna: “In the time I’ve been on the Board, I can say there’s been a lot of, not always as visible out there at Board Meetings, but here has been a lot of discussion around particular issues that we’re expected to vote on.”
Campagna: “Clearly in some cases, you are going to vote the way she says. For example: There was a motion about what do we do about the balloon payment that was due for the trash truck.”
Campagna: “Well, we either have no trash trucks or we agree to finance it for the next years which was the most economical thing to do. So clearly everybody went along with that.”
Campagna: “But every vote has not been unanimous. And I know from my perspective, and I can say of Cindi and Nancy who are in the back. We don’t always march in lockstep to whatever we are asked to do.”
Campagna: “A good example of that is the last budget process. We went through five generations before it finally got approved. I don’t know if it has ever gone through five generations before.”
Campagna: “But that didn’t happen because we weren’t in disagreement with a variety of issues within it. So I don’t think that’s the case.”
Venable: “Bob, do you have a response to that? Is the Board a puppet of Lesley Nalley?”
Cunningham: “In my experience, the people that say that have never met Lesley Nalley. Never sat down and talked with her. And never interacted with her. Otherwise, they’d know better.”
What are corporate officers?
Cunningham: “The Corporate Officers would be the Corporate Secretary, the Financial Officer, which is required on a Board of Directors.”
Treasurer and Secretary are the only two Corporate Officers.
Campagna: “Most Corporate officers don’t necessarily have to be elected Board Members, although they can be. And today, those two positions, the Secretary and the Treasurer are not actual elected Board Members.”
Venable: “Is it not true that at that meeting in April, that they vote for the Chair. For example, the Board may decide to vote for Tormey for the next Chair or they might ask [indecipherable], maybe Nancy Luehring. Who knows? But that person is a voted-in Corporate Officer as is the Vice-chair. Am I correct?”
Lack of standard financial reports?
Question: “Can you comment on the lack of standard financial reports made available on a quarterly basis to the POA members? For example, an income statement, a balance sheet or a cash flow statement.”
Campagna: “…[indecipherable due to people talking] income statement may be not as we’ve all been used to seeing in our businesses, but it shows the revenue we’ve achieved in each of the major areas and then total for the organization. It does show a balance sheet, in effect because it shows what you spent, what you’ve bought and at the bottom whether or not you have the net worth of going up or down as an organization.”
Campagna: “Now there’s a lot of people who believe that information could be, say, more easily discernable and there may be some, there may be a point there that it could be easier to sort through and read. But the information you are talking about, I believe is in the monthly package. That alone is not a separate quarterly one, but there is one obviously monthly. It rules from one month to the next one and gives the year-to-date numbers.”
Campagna says to spend some money on your campaign
Campagna: “If you decide to run and you look at the list of what Larry had up of what’s free and what’s not, you should expect to have to spend some money or raise some money if you really want to get elected. Because the list of stuff that is free is not enough.”
Campagna: “You need to run some separate ads, most likely. You need to do some, I’ll call it campaign, “Let’s Talk” forums. You need to run some incremental ads in the Advocate. You may want to do radio commercials. I won’t go as far as doing television. That would probably be a little over the top. Be prepared to commit to some funds.”
Why are there so many confidential documents?
Man in audience asks about the confidential documents. “Why so much of that? Is there that much of that or are you just referring to some instances?”
Cunningham: “There are. And probably the reason being is because the membership can’t seem to realize how many drafts of those documents we do before we come out with the final one. You don’t release the documents you are working on, because some of them have wrong information in them. Some of them haven’t been vetted.”
Cunningham: “We can’t release contracts that we are working on because of non-compete type information. Financing – can’t release any of that until its done.”
Cunningham: “I can’t think of anything outside of employee information that is not finally released when everything was done. “
Cunningham: “So there is not really a lot of secret information. But they are working documents. I guess that is a better way to put it. Working documents that we couldn’t release.”
Campagna: “Everything is open, with exception to a couple of areas, to the Property Owners to view, if they so chose [illegible], because of the lawsuit that happened the last, earlier in the year.”
Campagna: “At the same time though, you are not going to, your point Bob, if you have a working committee or a group and you’re trying to put together a document. If you start putting all that stuff out, a lot of discussion takes place on stuff that might seem like a good idea, then gets thrown out. It would just create all kinds of havoc.”
Campagna: “All the final stuff that is voted on, even other policies that are not necessarily [indecipherable], like procedures. All that stuff is available to all the Property Owners to view.”
Campagna: “Areas that aren’t, particularly to your point, personnel information. Nobody working here or ever in my life, I don’t want the…like my social security number, how I pay my bills to be coming out, even if that POA has that information which is protected. So, I think the answer is, we aren’t trying to do anything in secret.”
Tormey addresses trust/confidence issue
Campagna: “In a recent “Let’s Talk”, I said I don’t think the issues that people may have with Board Members is a trust issue. It’s from time to time a confidence issue. They don’t feel necessarily that they’re always doing the right thing to move the Village forward. “
Campagna: “I look at trust as another issue. Trust is whether you think if you handed me ten dollars, I’m only going to spend five of it and steal five of it. I don’t think anybody really believes that the Board, for example, is doing unethical, taking money, doing those type of things.”
Campagna: “In some cases, they just don’t have full confidence in some of the decisions we made. But I can tell you, as a Board Member, you’re going to make a lot of decisions that, some you’ll feel real good. Some won’t feel as good. And there will be a group of people out there that don’t feel about it. And there will be a group that feel great about it.”
CEO’s contract
Question: “I think that this is an important election for us this time around, in 2020. I think they are all important to begin with. I think this one is especially important. And the reason I think it is important is because the people who are elected in 2020 will be the people on the Board when our CEO’s employment contract comes up for vote again. So I think that was adding some extra importance to this next election. It is not a question. It is just a statement. I believe I am correct.”
Cunningham: “No, you are not. Her contract comes up for renewal or renegotiations in early April. The new Board Members aren’t seated until the 15th.”
Cindi Erickson: “Actually it is March every year and every Board considers the contract every year. So they get their turn in March every year.”
What perks, if any, does the Board receive?
Question: “Not everything, by being a Board Member, has to be cautionary. Tell me, what are the perks for being a Board Member?”
Cunningham: “There are probably six or eight rubber chicken dinners over your tenure. We did have some Subway sandwiches at a meeting one time – a lunch meeting.”
Cunningham: “The only perks you have are how you feel about what you’ve done for the Board and for the Village. At the end of your tenure, you can sit back, if you have confidence in your decisions…”
Man in audience stated that some volunteers in the community get some perks.
Cunningham: “Legally the Board cannot get perks. This is nonprofit, not for profit organization.”
Cunningham: “We don’t even get gym privileges. The staff, the workers, get gym privileges as part of their perks because they are so low paid. But we’re not getting paid, so we don’t even get those.”
Campagna: “If the Property Owners had voted for the 1993 law instead of the ’63 we are under, that allowed for Board Members to be paid. In that law. The law now does not allow for that.”
Insurance for Board Members
Campagna: “But there is another reason why you wouldn’t want to be paid, as a Board Member. If you were paid for your services, your umbrella policy, which covers you for a variety of things, wouldn’t work. They wouldn’t cover. They only cover for volunteer positions, unpaid. And you’d have to buy a business-oriented umbrella policy, which is significantly higher. It is three or four hundred dollars now that you pay for an umbrella policy, if you have one.”
Cunningham: “That is another point. If you are going to be a Board Member, you should have two million dollars personal liability.”
Question: “The Board doesn’t pay for that? I mean you are not insured.”
Cunningham: “Absolutely not.”
Campagna: “We have D and O insurance. Directors and officers insurance policy at the Board level. But it doesn’t necessarily give you all the coverage under certain conditions. Your backup would be an umbrella policy. And any Board Member should have an, to your point, at least a two million dollar protection there.”
Cunningham: “Inadvertently, if a Board Member does something that is illegal, whether he intended to or not, if it is illegal, the Board… the D and O doesn’t cover us. So we are personally liable for our actions.”
Cunningham: “Now whether it is true or not, somebody out there wants to take me to court. I’ve got to have enough money to go to court.”
Campagna: “If I was silly enough to use your name and say, ‘you don’t know what you are talking about,’ and slander you, our D and O wouldn’t cover that. But your personal liability policy would cover it.”
Woman in the audience says that the D and O policy will cover you if you violate any of your duties.
Campagna agrees. He feels his personal umbrella policy is inexpensive at the cost of four hundred dollars a year, which gives him two million dollars in coverage.
What have you learned since becoming a Board Member?
Question: “What are the kind of things you’ve learned after you became a Board Member that caused you to reconsider your original position?”
Campagna: “Well, you may get the facts that you hadn’t even looked at as closely as you should.”
Cunningham asks the questioner how many people running for the Board has she encountered at any of the meetings? Not many.
Woman in audience: “No, I can’t think of any.”
Cunningham: “So you come to the Board. Not you. You as a Board Member sit in this seat and you really don’t know a darn thing about the Village. And now you are getting educated. And now your views change. It is that simple.”
Campagna: “Bob is on the Public Services Committee now and was the liaison to it when he was on the Board. Right?”
Cunningham agrees.
Campagna: “Well, I am a liaison to it. I never attended a Public Services meeting. I know you attend them all. I come to you to get the information. But, I can’t tell you how much I learned just because of being there all the time and what really goes on in Jason Temple’s organization. And what the complex nature is of the, let’s say the streets, the signage, the culverts, on and on and on. That’s the kind of stuff you learn.”
Campagna: “Now whether that makes you make a different decision you would have otherwise on any particular issue, I am not sure. But I guarantee you, you surely find out a lot of stuff you didn’t know beforehand that is not only interesting, but it does help you do your job better.”
Venable states there are two water leaks every day in the Village. There are 3,800 culverts in the Village and they are getting older and roots are coming through. “The POA Operations, Jason, Chief of Operations, they do an incredible job and we don’t even know what is going on.”
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Below is an audio-only recording of the meeting. I apologize for the poor quality but have included it for documentation purposes.
HSVPOA Board Candidate Orientation for 2020 Election 12/07/19 (Audio only)
[embedyt] https://www.youtube.com/watch?v=WaoHy3zMYyM[/embedyt]By Cheryl Dowden, December 9, 2019
Melinda Noble
12/09/2019 — 1:56 pm
I was told after the meeting that the D and O insurance paid for the cost of the lawsuit with Cooper over the availability of information.
Anonymous
12/23/2019 — 10:31 pm
And all of us pays for the D and O insurance with our hard-earned assessments and higher amenity fees to pay for this ceo and her rogue board so that they can break as many laws as they please with no responsibility.
Monica Impellizzeri
12/09/2019 — 2:52 pm
Cunningham’s comments about the web site are interesting to say the very least! Obviously he doesn’t believe in free speech and as usual he went into the typical scolding mode. The same type of speech has been done by several board members including Buddy ( prayer that was actually a lecture), Nalley at last board meeting and several other instances that just show their attitude towards us as property owners! We need to continue being heard and counted!
Anonymous
12/17/2019 — 9:53 pm
Cunningham knows it all, only we serfs are so ignorant to the knowledge of royalty.
Melinda Noble
12/09/2019 — 3:14 pm
I’m still trying to get over Larry Venable comparing Lesley Nalley to Winston Churchill.
Anonymous
12/09/2019 — 3:36 pm
I found it rather convenient for them to have Cunningham there sense he is not on the board . That’s a good way for Campagna to avoid comments that would apply to him being on the board.
Anonymous
12/09/2019 — 5:24 pm
Arrogance at it’s finest on display here. SMH
Man from the clouds
12/09/2019 — 5:31 pm
Workers are making $11 an hour but they can go to the Fitness Center for free. I guess I’ll be the most fit starving people in the village
Man from the clouds
12/09/2019 — 5:32 pm
Workers are making $11 an hour but they can go to the Fitness Center for free. I guess I’ll be the most fit starving people in the village you can’t pay for gasoline with a fitness center card you can’t pay for food or housing with a fitness center card
Melinda Alvord
12/09/2019 — 5:45 pm
Cheryl, thank you again for this excellent recap of a meeting that I was unable to attend due to conflicting travel plans. We owe you and Joe a lot of gratitude for taking the time out of your lives to make this information available; it’s a labor of love for the village that I’m not sure how to repay.
NittyGritty
12/11/2019 — 6:50 pm
Ditto!…
Cheryl just keeps getting more generous with time and efforts.
Definitely on Santa’s NICE list!
Judy
12/10/2019 — 7:06 am
Just curious about this requirement…
“The Board speaks with one voice or not at all. After a vote is taken and a motion is passed, all individual Directors must not speak against the passed motion.”
In my view it supports the toxic authoritarian environment that troubles many, many property owners in the Village. Does anyone know when that rule was imposed (and by whom) and if the new BOD could overturn it?
Anonymous
12/10/2019 — 12:19 pm
Hear hear! I had the same concern. If a decision is contentious, I don’t think it is unreasonable for us to be allowed to know the Pros/cons of any critical decision. I’m not speaking of decisions of whether to pay a Truck bill. I’m interested in decisions that spends money on questionable ventures or that takes us in new directions. I want to know who voted for/against and why they voted that way. Putting a gag order on board members just insolates those who would take the village in directions we don’t want to go. Especially when the board head count is out of balance as it has been for the last several years.
Making new board member pledge anything other than to serve as an advocate for HSV is in my view is another plank in the platform falling down around us. We do not want bobble heads on the board and we do not want the elected candidates to be stifled. If it is true, a new board member must pledge to support the CMP, I recommend the old “hand behind, crossed fingers” pledge.
Who decided the CMP was a governing document? It is a bit like Germany in the 30s. You may not like what’s going on, but you don’t dare say anything against it. Balderdash! Forcing people to make pledges and do things they do not want/agree to do is partly to blame why there is so much unrest.
Tom Blakeman
12/10/2019 — 7:50 am
Two comments really stand out and nicely summarize the principal problem these board (or Ex) members have and demonstrate why they are failing (or have failed) us. They are:
Campagna: “You really don’t know what you don’t know”.
Cunningham: “You as a Board Member sit in this seat and you really don’t know a darn thing about the Village”.
These statements clearly reveal their belief that we the people are uninformed, ignorant and incapable of understanding how the Village should be run and what isn’t working and needs to be fixed. If only we knew the secrets that they as board members know then we would understand why they have made all the poor decisions they have made over the years.
This is just plain old self serving BS. Most of the Village problems are the result of a lack of simple common sense and sensible business practices going back a long time. Or, more simply put, making decisions that just don’t pass the “smell test”.
Anonymous
12/11/2019 — 5:48 am
Does this mean we can count on you to run Tom?
Julie
12/11/2019 — 8:05 am
Worthless drivel at best.
Anomous
12/11/2019 — 1:51 pm
Tom is very intelligent, he is smarter then all the board and CEO and should be considered fot GM that is what he wants.
Anomous
12/11/2019 — 2:04 pm
Tom is very intelligent, he is smarter then all the board and CEO and should be considered for GM that is what he wants.
Lorri Street
12/11/2019 — 3:25 pm
Dear Bob…
It appears that you have further slipped into your particular brand of delusional dementia since leaving your Board position. I was not at the recent Board Orientation meeting, however; had I been, what follows is what I would have publicly said directly to you. But alas…I was able to count video and the scrupulous notes that Cheryl Dowden took at the meeting and has since published for all HSV Property Owners to read on this website. She and Joe have made painstaking efforts to report truthfully and accurately on current events in HSV.
So I’m setting the record straight on the MANY misstated items of information that kept rolling off your prattling tongue…such as:
– “You have to be patient enough to take slings and arrows and the B.S on
the social media.”
– “The polarity in the Village, ever since social media hit the Village”, “When
this, what is that, the
Nextdoor thing popped up?”
– “Yeah. That really split the Village because there is too much anonymous
postings. We the People website, you can post anonymously. So it gives
the wackos the ability to shoot their mouth off with nobody knowing what
they are doing. And I think that should stop.
Bob…Bob…Bob…your ignorance never ceases to amaze me. The “polarity” you spoke of in the Village is a direct consequence of the many failures of our highly-paid CEO, Lesley Nalley, and past and current BOD’s who’ve brazenly rubber-stamped the CEO’s whims. Of course…before social media our CEO had everything contained as she desired.
Now…let me educate you on some Village social media facts. I know you’re 80 yrs. old, but it’s never too late to learn, right?
Nextdoor is a social networking service for neighborhoods. Users of Nextdoor submit their real names and addresses (or street without the exact number) to the (Nextdoor) website. Posts made to the website are available only to other Nextdoor members living in the same neighborhood. In the case of HSV, most neighborhoods throughout the Village are now able to connect to one another. Nextdoor has never been controlled by either myself or the Dowden’s.
The ‘We the People’ website no longer exists as it met its goal by successfully leading the HSV Property Owners grassroots movement Vote NO campaign. On Nov. 30th, 2018, the special election proposals were shut down due to the unprecedented number of HSV Property Owners voting, and the majority of them voting NO. As the Administrator of the WTP website, 99% of the comments I posted (people could not post comments on their own) were not anonymous. Do you have any recollection of this at all? Apparently not…or you certainly wouldn’t have made such a fool of yourself by making such inaccurate statements.
The current hotspringsvillagepeople website, created and managed by the Dowden’s, is a reputable source of Hot Springs Village information that would otherwise be lost in the pervasive, secretive culture the current Administration, supported by ‘her’ majority Board, give their best to keep under wraps.
”Wackos”—“shooting their mouths off?” C’mon now Bob…if that isn’t the pot calling the kettle black I don’t know what is?
Enough of your misinformed drivel!
Sue
12/11/2019 — 5:29 pm
Thank you, Lorri, for stating the obvious.
“The “polarity” you spoke of in the Village is a direct consequence of the many failures of our highly-paid CEO, Lesley Nalley, and past and current BOD’s who’ve brazenly rubber-stamped the CEO’s whims. Of course…before social media our CEO had everything contained as she desired.”
So true.
Anonymous
12/12/2019 — 12:12 am
Interestjng comment by Tormey, “you don’t know what you don’t know.
I heard that exact statement from Lloyd Sherman. Wonder if Lloyd learned it from Turkey or the other way around.
Anonymous
12/12/2019 — 9:16 pm
Venable: “Bob, do you have a response to that? Is the Board a puppet of Lesley Nalley?” Cunningham: “So you come to the Board. Not you. You as a Board Member sit in this seat and you really don’t know a darn thing about the Village.
Cunningham: “Time, yes. I believe I spent forty hours a week my first year on the Board.” And I have been involved in as many as four committees at a time while I was on the Board, which increases the personal time that I spent.” Campagna: “But, I would tell you that I’m spending anywhere between twenty and thirty hours a week. And this is the worst-paying-thirty-hour-a-week job I have ever had.”
Simple math: 30-40 hrs X 4 weeks= 120-160 hours per month.
Deduct 1 monthly meeting, 1 committee meeting and 1 Let’s Talk = 3X3 hrs=9 hrs.
120 hrs – 9 hrs = 111 hrs of secret meetings?
Siega Pocket neighborhood just closed for $86,000.
Compagna reasoning response to Member’s inquiry about secrets: “Real Estate, If we’re trying to group a bunch of lots together for some purpose, and they aren’t necessarily all owned today by the POA, and I own a lot there, not me Tormey, but me a non-board member owns a lot there, if that information gets out that I’m trying to get all the lots around it, my $5,000 lot all of a sudden is going to be worth $100,000, and that’s going to complicate all of our issues including the revenue stream… So, I think the answer is, we aren’t trying to do anything in secret.”
Cunningham: “So there is not really a lot of secret information.
Venable: “A third goal is to build Property Owner trust and support.
Kilroy
12/13/2019 — 9:37 am
“Trust and respect” of the members. Now that’s a mighty lofty goal. Let’s get on that real fast by “zooming” our board meetings so only a select few members that understand technology can see us in the light of day. After all these board meetings are our meetings (BOD)and we don’t need no stinking members!
Oh, and let’s spend the members money on “orientation” of the incoming BOD because they will know nothing when they sit in the seat because we have effectively shut them out.
steve bylow
12/14/2019 — 10:59 am
Thanks for the detailed insight of the Orientation. After a quick read, most of the items made sense – I just had three items that caught my attention:
1. Some of the folks gave the impression they are “Victims”. From my experience in business – making tough or unpopular decisions is the norm and patiently listening to and responding to employee/customer concerns is expected. Blaming employees/customers is often a sign the leader is in the wrong job. Also getting defensive and telling employees/customers they are wrong to use the word “trust” when expressing a concern is a “red flag”.
2. Benefits of being a Board Member – I was surprised the #1 Benefit was “Be Recognized as a Community Leader”. I’d like think folks on the Board ran because they were driven by the opportunity to make a difference and that personal recognition was not a factor.
3. CEO Contract – the Board Chair clarified that the existing Board Members will make decisions regarding the CEO contact in March 2020 (prior to new Board members). Since the CEO’s two-year contact ends around April of 2021, I am optimistic the Board recognizes that creating a new two-year contract which extends to April 2022 could go down in HSV history as a major lapse in judgment.
Melinda Noble
12/14/2019 — 6:49 pm
Most of the present BOD had the CMP forced on them prior to them taking office. I hope they have more respect for the new BOD members in March and let the new members decide on the CEO’s contract. This would be the right and fair thing to do.
Anonymous
12/14/2019 — 10:36 pm
The only decisions that can be made to the CEO contract are to give her a raise in salary or more benefits since the contract stipulates that any change must be agreed upon by the CEO. Otherwise, the contract automatically renews with the same terms which cannot be terminated without the votes of 6 BODs.
Melinda Noble
12/15/2019 — 11:07 am
Terminating and not renewing a contract are two different things. My understanding in this case is that the first requires a vote 6 BODs the second requires a vote of 4 BODs.
Anonymous
12/15/2019 — 12:58 pm
Reread the contract so that you will understand it correctly. The contract automatically renews unless terminated. 4/3 can only make it sweeter but only with agreement by the CEO.
Gus Noble
12/16/2019 — 5:01 pm
I have reread your contract three times. I’m not sure if the POA attorneys that wrote this for you with our $ could not be sued; however, the only mention to renewal is in the first paragraph and it doesn’t say it will be renewed automatically or it takes 6 of 7 BOD to not renew the contract. Maybe, you should ask those lawyers of yours if this is not correct.
Stephen Rust
12/15/2019 — 10:17 pm
Melinda Noble, (and others interested), the first paragraph of the CEO contract states it runs from March 30, 2019 to March 31, 2021 and can be renewed at anytime by first a meeting with the Board chair then with the entire board in executive session. We can speculate all we want but there is nothing that states whether they vote to renew and if they do what the vote requirement is.
As anonymous stated the contract, toward the end states the contract automatically renews in the contract year unless amended or terminated and termination requires at least 6 votes.
The contract is very poorly written (or very cleverly written to assure we can’t get rid of Ms. Nalley) and I for one would like to know specifics of the first paragraph on renewing of the contract.
Anonymous
12/17/2019 — 9:33 pm
Can be renewed at any time by a majority vote only if the CEO agrees to the renewal. Renews automatically if no agreement is agreed upon, with the same terms, forever. Simple English.
Stephen Rust
12/16/2019 — 8:29 am
Steve Bylow, I agree wholeheartedly, and that is probably part of our problem, we have to many wanting to be recognized as a leader rather than wanting to serve the village.
Stephen Rust
12/16/2019 — 8:30 am
1. Definition from law dictionary and business dictionary: Contract year – time from the effective date to the expiration date.
2. By this definition, Ms. Nalley’s present contract year is March 30, 2019 to March 31, 2021.
3. The first paragraph states the contract can be renewed at any point between the initial and subsequent terms, for successive 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, …
4. There is nothing in this first paragraph that mentions a vote to renew the contract. Speculate if you want to, but a vote is not mentioned. Nowhere in the contract is there a mention of a vote to renew.
5. Section 4 f, contract renewal terms shall be considered and completed no later than March 31st of any contract year. This means terms of the contract must be considered and completed no later than March 31st every year.
6. If the contract is not amended or terminated then it automatically renews for another two years.
My opinion from the wording of the contract is that there isnever a vote to renew the contract.
Every year by March 31st one of three things must happen: either terms of the contract are amended or the contract is terminated or the contract is automatically renewed.
Remember, no where in the contract is there a mention of a vote to renew, so unless the contract is terminated (requiring at least 6 votes) then we are stuck with Ms. Nalley as long as she wants a job. THANK YOU Tom Weiss and old BOD.
Anonymous
12/17/2019 — 9:42 pm
Let’s not forget that the “Old Board” (prior to April 2019) voted unanimously on this contract. Not that “Old”. A little more than 1/2 year ago.