By Former Board Director, Frank Leeming, 4/20/20
New board hits ground running, then stumbles and pushes issues to May 6; CMP likely to be killed next month
A number of major changes were initiated today by the POA board of directors, including abolishing the Governance Committee and creating a new committee focusing on finances and long-range planning.
An effort to abolish the Comprehensive Master Plan (CMP) and a redefinition of job descriptions were tabled. The discussion will resume at the board’s works session on May 6.
CEO Lesley Nalley told the board a request for $3 million in federal aid has been approved, which she said “is great news.” The POA doesn’t know if it is a forgivable loan or will have to be paid back with one percent interest.
The news was important because the billions of federal stimulus dollars have been spent, and many applicants were disappointed to not get any.
When the meeting began its discussion of issues, director Nancy Luehring moved to adjourn the meeting because she said she didn’t have enough time to study the material. Tormey Campagna seconded the motion, which was defeated 5-2.
The landslide of action began when vice-chair Lloyd Sherman moved to abolish the Governance Committee, which he called a “board within the board.” Campagna, who was a member of the committee under the former board, denied it was ever considered “the conscience of the board.”
Podawiltz said she frequently felt frustrated by directions from the committee when she was a minority member.
Kirk Denger said the Governance Committee has been in violation of POA bylaws since its inception.
The board voted 5-2 to abolish the committee.
Next, Sherman moved to annul the Comprehensive Master Plan and all references to it in POA’s policies. He said the CMP was a waste of POA money and manpower, and it tried to steer the Village toward urbanization, which was not the intent of the Village’s original developer.
Nancy Luehring said a vote of the property owners should be held before the CMP is abolished. Campagna said another plan should be adopted before the CMP is done away with.
CEO Lesley Nalley, who has been a major advocate of the plan, defended it and said abolishing the CMP would lead to confusion.
“I’m very concerned by the broadness of this measure,” Nalley said.
Director Tucker Omohundro pointed out to Nalley things worked just fine before the CMP was adopted.
Director Dick Garrison cited a list of actions taken in recent years that have undermined Village marketing and led to lawsuits.
Sherman said, “we need to return to a maintenance organization and not a development organization.”
As directors argued over details, Podawiltz moved to table the discussion until the work session on May 6. The motion to table was approved 6-1, with Denger voting no.
Podawiltz said there would be no vote on the CMP issue until the regular monthly board meeting on May 20.
“Be careful of the message you’re sending out here, that we don’t have a plan,” Nalley said.
Discussion of abolishing the CMP advisory committee also was tabled.
Next, Sherman moved to abolish the Finance Committee and replace it with a new standing committee focused on both finance and strategic planning.
The committee would have no powers and would advise the board. It would have nothing to do with day-to-day operations of the POA, Podawiltz said.
Campagna said such a committee is undermining the role of the CEO.
The new POA treasurer, Dan Aylward, supported the concept of the committee. “We don’t have a good mechanism right now” for planning ahead, he said.
Nalley, who was originally hired as the POA’s chief financial officer (CFO), disputed Aylward position. She said the new committee could undermine her ability to do her job, and the ability of the POA’s CFO, Liz Mathis, to do her work.
The motion to abolish the finance committee as it exists was approved 5-2.
Sherman then moved to create the new committee, which Luehring promptly moved to table “until I have time to study the motion.” Campagna seconded the motion to table.
Podawiltz said it is imperative to get the committee established as quickly as possible.
Nalley pointed out the CEO would not be a member of the new committee, which would be wrong.
The vote to table discussion was defeated 5-2.
Garrison moved to amend the motion, so the CFO would be the staff liaison on the new committee. The amended motion was approved 5-2. Then it was changed to make sure the CEO would be involved, and finally, the new committee was approved on a 5-2 vote.
Nalley protested again, saying her role was being removed from budgeting and capital spending.
Sherman’s next motion dealt with improving communications between the board and POA committees. Luehring moved again to table the motion so she would have time to study the proposal, and the motion was adopted unanimously. The proposal will be discussed at the work session on May 6.
Podawiltz asked Campagna and Luehring to develop a list of which directors should serve as liaisons to the various POA committees.
Nalley argued that changes being discussed would have the CFO reporting to the board treasurer, instead of her. “I think it’s complete overreach,” Nalley said. She also said the board secretary should not be the liaison to Cooper Communities and the POA’s attorneys.
When a motion was made to table a measure framing job descriptions of key officers and directors, Podawiltz said she didn’t do a good enough job in drafting the measures. Tabling was unanimously approved, and discussion will continue May 6.
The board will not have its annual retreat. Two work sessions each month will take their place.
Board secretary Marcy Mermel was told to review all POA policies on finance, accounting, and strategic planning and bring the review back to the board for action.
As the meeting dragged into its third hour, it became clear the directors were becoming uncomfortable with the magnitude of what they were trying to do and decided to back off and get its act together.
In a departure from tradition, none of the language or paperwork supporting the various motions were made public before the meeting. It was clear the new board majority has a long list of things it wants to accomplish and rushed too fast at today’s meeting.
Podawiltz reported the board hired the Rose Law Firm at its executive session following the board meeting last week.
By Former Board Director, Frank Leeming, 4/20/20
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