Commentary

Some are winners and some are losers
By Bob Lassahn

The Ocean Pines Association (OPA) annual meeting of the membership on August 12 certainly provided some high drama and the debate over the two hour meeting continues. The most controversial issue emanating from the gathering was a motion from the floor to overturn a decision by the board of directors to construct a pool enclosure at the Sports Core that gained approval by a slim margin of the members attending. The pool enclosure has been a nagging and divisive issue in OPA since first introduced by Director Reid Sterrett in April 2006.

In short, after the board approved the pool enclosure project during an August 3 special meeting, a member presented a motion to stop the project at the annual meeting. On a vote of 84 to 75 the motion carried. OPA attorney Joe Moore advised the membership at that time  he would need to research the matter to see if the vote could overturn the board's decision, or if it would be more "advisory" in nature.

In a subsequent opinion as to validity Mr. Moore summarized, "legally passed decisions by the Board of Directors of a corporation authorized by its governing documents cannot be overturned by such a miniscule number of members." Needless to say that opinion was greeted with an outcry from those in opposition to the pool enclosure. The OceanPinesForum.com website has been buzzing with dissention over the opinion since.

Let me preface the following with a statement that I have no claim to a full understanding of all the legal implications of this issue. I am a layman and my opinion is based upon simple logic (something that may, or may not apply in legal questions), but I have tried to take any personal prejudice out of the equation and approach the question dispassionately.

Just cutting to the chase ( and bracing for the fireworks to follow) I happen to agree with Mr. Moore's opinion and my reasoning is simple. The board, being a duly elected body (not in question), acting within the scope of their authority as provided within the governing documents of the association (questionable in the minds of some individuals, but assumed as valid until proven otherwise) should not see its decisions nullified by a vote representing about two percent of the members eligible to vote on an unannounced motion at an annual meeting. Such action smacks of being inappropriate and is no less flawed than some might envision the board's recent actions. Whether I happen to like the opinion is not germane to the question.

To reach that conclusion I simply reversed the outcome of the board and member votes. I considered that the board rejected the pool enclosure motion at their special meeting, only to have the supporters of the pool enclosure introduce a motion at the annual meeting to move ahead with the project and have it pass by a margin of nine votes. The arguments for and against validity apply in both instances. Maybe not what one might call democracy in action as it would be too easy to stack the deck in favor of a special interest. The referendum process requires a greater threshold for a challenge while providing all members with an equal say in the outcome and seems the preferred method in my own mind.

Acceptance or rejection of Mr. Moore's finding may be based more upon individual preference regarding outcome than upon a realistic evaluation of legality, propriety or any other valid measure. For those opposing the pool enclosure it is a travesty, while pool enclosure supporters are cheering that justice prevails. Everyone wants their side to win in the end and a ruling against their position is viewed as plain wrong.

But there is value to what has occurred. What must be taken from this episode is awareness by the directors that the membership is growing increasingly hostile toward some of their decisions and also becoming more sophisticated in exploring methods to potentially thwart actions they perceive as inappropriate. The members are seeking ways to fight back.

To date the members' efforts have fallen short of the mark, but the board cannot continue to shield themselves behind legal opinions from an attorney. One of these times he may not be able to give them the protections they need. A better working relationship must be achieved. It might not result in everyone going away happy, just more resigned to the outcome when satisfied the process has been appropriate. There will always be winners and losers.

Will the board consider the vote of the membership advisory and at least take another look at what has been done with the pool enclosure? Such an action might appease at least some of the opponents, although most certainly not all of them. But it would represent a solid first step in regaining a modicum of credibility in certain circles. In a process where the board members themselves admit to being a bit uncertain about exactly what they voted on regarding financing, another look certainly seems in order.

On a final note, all the hoopla about the pool enclosure has probably overshadowed a victory achieved by association member Gene Ringsdorf. Two motions he delivered from the floor carried easily (even achieving a second from a sitting board member) and give insight as to how the membership can successfully influence the conduct of business by OPA.

His first motion directed the board to budget for and obtain the services of a professional consultant to assist in evaluating the state of OPA reserve funds and the second directed that certain financial data related to replacement funds must appear in the official OPA publication distributed to members. Neither of his motions appears to usurp the board's authority nor was the result challenged in Mr. Moore's dissertation. It appears Mr. Ringsdorf got it right, but of course the question remains if his motions will be translated into action.

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