According to HSVPOA Board Chair Lloyd Sherman, the Board of Directors have four types of meetings. In a Board Discussion Session on October 7, 2020, detailed in this report, Sherman explained what these types of meetings are:
- Board Meetings (Regular and Special) – these are open to the public with COVID restrictions.
- Discussion Sessions which are also open to the public with COVID restrictions.
- Executive Sessions – These are called infrequently and NOT open to the public.
- Informal Board Information Sharing Sessions – these are NOT open to the public. According to the Chairman, this type of meeting has been utilized for some time. Sherman said, “this is for all members of the board, where we can talk in an informal, non-decision making process. We could reach a consensus on something we wanted to take on as a project, or that needs to be done. It is just an open dialogue, talking about activities that are going on and where we need to focus our attention.
“Sherman: ‘I just wanted to let everybody know that there are those four types of meetings. We will be as transparent. If there is anything that comes out of the information sharing, we will also, like we would do, out of an executive session, we will share those contents with the public if there is anything that needs to be addressed that way.’”
The Hot Springs Village Property Owners’ Association Bylaws and Policy Manual are very clear that the board meetings should be public except for in certain rare cases which involve legal matters, and other sensitive topics. This is what executive sessions are used for.
Bylaws on confidentiality & transparency
The Bylaws state:
“As further described in Chapter 8, Article 3 of the Board of Directors policies, both confidentiality and transparency must be balanced to prevent harm to HSVPOA or frustrate the deliberations of those individuals elected to govern the organization. Executive sessions are not intended to, nor should they be used to hide important and appropriate information from the members, but to protect the innocent, assure confidentiality about sensitive matters, and avoid unnecessary legal expense or action.”
Click here to see pages 12 and 13 of the HSVPOA Bylaws. (This section titled, “Confidentiality and Transparency” begins near the bottom of page 12.) The policy guide, which is referenced in the bylaws, goes into more detail on confidentiality and transparency. Both documents state that except for certain issues, public meetings are required.
Policy Guide on confidentiality & transparency
“Except as otherwise specifically provided herein, all meetings of the Hot Springs Village POA Board of Directors shall be public meetings.“
“Executive Sessions. Both confidentiality and transparency must be balanced to prevent harm to HSVPOA or frustrate the deliberations of those individuals elected to govern the organization. Executive sessions are not intended to, nor should they be used to hide important and appropriate information from the property owners, but to protect the innocent, assure confidentiality about sensitive matters, and avoid unnecessary legal expense or action.
(1)” Private board deliberations are permitted, and their confidentiality required in these matters:
i. “Discussions regarding employment, appointment, promotion, demotion, disciplining, or resignation of the General Manager (GM), as well as all other personnel authority delegated to the GM;
ii. Discussions regarding board member conduct and conflicts of interest;
iii. Discussions regarding legal matters;
iv. Discussions regarding the purchase, lease, exchange, or value of real property;
v. Discussions regarding prospective gifts to HSVPOA;
vi. Discussions regarding security issues;
vii. Discussions regarding economic development negotiations;
viii. Discussions of other confidential matters as reasonably expected to protect the organization and its interests.
(2)”Public deliberation is otherwise recommended to build property owner trust and support. Board members should not use private deliberations for the sole purpose of circumventing prudent transparency.”
Public meetings build property owner trust and support
The 2020 board started with conducting two scheduled public Board Discussion Sessions a month. These sessions were open to the public and recorded. This allowed for optimum transparency and building trust between property owners and the board. The idea behind open Board Discussion Sessions was to allow property owners to see how they deliberate and make their decisions. The Board Discussion Sessions were also supposed to be an avenue to allow property owners an opportunity to address the board with concerns or questions. It now appears that there will only be one Board Discussion Session a month. Instead, the board conducts Informal Board Information Sharing Sessions, which are not open to the property owners.
This board promised total transparency to the property owners, which brings us back to the Policy Guide, which states, “Public deliberation is otherwise recommended to build property owner trust and support. Board members should not use private deliberations for the sole purpose of circumventing prudent transparency.”
Will the board change HSVPOA governing documents to reflect this new “closed-door” meeting policy?
Click here to view the HSVPOA Open Meeting Policy from the Policy Manual.
In all fairness, before you blame the Chair for this move away from transparency, please remember when he makes board announcements, it doesn’t necessarily mean it is his policy, only the policy of the majority of the board. Who or what is influencing the board to eliminate some transparency to property owners? It is seriously doubtful that it is property owners as they have made it very clear over the past few years that they desire complete transparency.
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By Cheryl Dowden, October 16, 2020