The LVPOA still will not release the member vote tally about the Park Lease from April 2011! Why?
Why have vote results been hidden from the owners? The LVPOA Directors have a fiduciary duty of loyalty which is often described as requiring an extreme measure of candor, unselfishness, and good faith on the part of Directors and Officers. Shareholder members are owners of the Lago Vista Property Owners Association. Owners should be informed the final vote tally of votes within any organization they own. Have you ever seen a vote where the Board of Directors withheld the vote tally from the owners?
In March 2011 the Lago Vista Property Owners Association Board of Directors asked for member opinion on a park lease via a mailer sent to the members. We know from board meetings members responded with phone calls, emails, and petitions. The April 14, 2011 minutes state "The numbers have resulted in a majority of the membership asking to keep POA parks private. Therefore, during a Special Meeting of the Board of Directors, a vote was passed that discussions with the City, concerning Greenshore Park would cease."
However, as of this date, the Lago Vista Property Owners Association Board still refuses to release the full vote tally results of the member response. Despite several requests, the LVPOA won't inform the shareholder owners the results of their own vote!
The email thread referenced here covered several questions to the Lago Vista Property Owners Association General Manager. For clarity we'll focus on the vote count here, the other items are covered in a separate article.
According to Deborah Sorchevich, General Manager, my questions, including the request for the final count were passed on to the board who refused to release the tally. Deborah Sorchevich resigned. Since that time, Nancy Oliver, LVPOA Board President, and Interim General Manager is the listed recipient of the firstname.lastname@example.org mailbox, according to the LVPOA website "contact us" page.
The LVPOA office had moved following the April 14, 2011 Lago Vista Property Association Board of Directors meeting. I allowed some time for unpacking, and for move related items to be resolved prior to sending my initial request for information.
On June 02, 2011 4:46 AM I emailed Deborah Sorchevich, General Manager saying "I gave this first item some time because I figured people would have gotten their stuff out of boxes by now after the move. I looked in the April minutes and the website. I did not see the final voting counts for and against the park lease. I know the minutes listed some petition signatures but that is only part of it. I also know people called, and emailed and that was not reflected in the minutes. What were the final vote totals on the park lease or park sale?"
On June 08, 2011 1:18 PM Deborah Sorchevich, General Manager replied, saying she "had an opportunity to share your concerns with the Board at its Work Session on Monday". She also said "As the discussion was held in Executive Session, the discussion and vote were not on the record" she also noted the Greenshore lease was voted down.
However, that did not answer my question. I didn't ask about the executive session, and I already knew we'd won. I wanted to know how many people voted, and what the results were. I had asked about the member vote tally.
On June 09, 2011 5:03 PM I emailed asking Deborah Sorchevich, asking about the members sending in petition signatures, calls, and emails, that the members vote count. I told her "I do understand Executive Session board vote could be off record, but the POA sent a mailer asking for member input. Members responded. We should know the total counts in all categories. One of the attributes of a fiduciary is the responsibility to show an extreme measure of candor and good faith, and to act in the best interests of the members and organization. I don’t recall that information being provided in the actual meetings, so I don’t think it will be in the minutes. Plus, my understanding is people continued to call, write, and some may even have turned in petitions, even after the vote was taken. Would you please provide the vote totals from the members who signed petitions, called, wrote, emailed, etc?"
I reminded her "Under long established Texas common law, Directors and Officers of Nonprofit Corporation HOAs are considered fiduciaries of the corporation, who owe certain fiduciary duties to the Nonprofit Corporation HOA and its Member-Homeowners." "These duties are also commonly described as the duties of obedience, loyalty, and, due care. The duty of loyalty requires that Directors and Officers must act in good faith and must not allow their personal interest to prevail over the interest of the Nonprofit HOA". "Such duty of loyalty is often described as requiring an extreme measure of candor, unselfishness, and good faith on the part of Directors and Officers" Page 125 – "Texas Homeowners Association Law" copyright 2010, by Gregory S. Cagle, a legal expert on the subject in the state of Texas
I also said "I will refer to the minutes on the other item. But, that brings up another point. There have been inaccurate and misleading minutes approved by this board. For example refer to the November 2010 meeting, the minutes list the opposite of what happened in the discussion about the parks. In the discussion Dave clearly stated the meeting did occur, and it was clear in the board meeting the meeting did occur. There are also emails about this meeting with two POA boards over several months. Yet, in the November 2010 minutes, it is written as though the meeting never occurred and the concerns were unfounded, which is clearly misleading and untrue. This board approved those minutes. In some cases, the April 2011 minutes do not reflect key points speakers made. My point is, I'm going to be following up more from now on. I don't want to be contentious. I will be fair and factual, but I will be pursing shareholder owner interests. I do appreciate your response, but I do need more information."
Not long after the last email was sent, Deborah Sorchevich resigned. Nancy Oliver, LVPOA President, has been using the exact same inbox as Interim General Manager since then, so my request has remained in Nancy Oliver's Interim General Manager email@example.com mailbox, according to the LVPOA website "contact us" page.
Nancy Oliver, Lago Vista Property Owners Association, Board President, and Interim General Manager remains aware of my request for the shareholder owners to have access to their own data, a simple final tally of the votes the shareholder owners cast. As of this writing, it is now July 13, 2011. There is still no response.