Petitioners seeking to change the Ocean Pines Association bylaws via a referendum that would ask all OPA members to vote on limiting the OPA Board of Directors spending on any single project to $1 million are suing OPA in Worcester County Court.

The petitioners, led by OPA member Slobodan Trendic and represented by attorney Bruce Bright of the Ocean City law firm of Ayres, Jenkins, Gordy & Almand, P.A., seek a court order to force OPA to hold the referendum, as well as $75,000 to cover legal expenses and other relief the Court deems "just and proper" due to improper handling of the petition by OPA.

OPA already stated publicly that the petitioners had obtained the required number of association member signatures to take the petition to referendum, but the OPA board refused to hold the referendum based on the use of the word "should" in the petition question. Incredibly, a board-provided sample question in the applicable board Resolution on petitions uses the word "should" in the text.

One never knows how courts will react, but OPA looks to be on shaky ground. According to petitioner attorney Bright, the board failed to even comply with bylaws requirements in its handling of the petition submitted with over 800 verified signatures of association members.

Then there are the on-video, loose-cannon comments by board member and OPA Treasurer Larry Perrone. Attorney Bright tells the Court, "Notably, at a public OPA 'town hall' meeting on October 26, 2019, Defendant/Board Treasurer Perrone stated, in regard to the matter at issue in this case, that the Board would not 'voluntarily' submit the question to referendum and that it opposes the proposed spending threshold because (in their view) 'it’s not appropriate.'”

In the town hall video, Perrone even made a personal attack on the attorney for the petitioners. As always, you can't make this stuff up.

Rather importantly, the case documents allege the actions by the Board in handling the submitted petition "were and are not in good faith, were and are outside the scope of the Board’s legitimate and lawful decision-making and authority, and therefore are not protected by the 'business judgment rule.'”

The lawsuit claims, "Defendants OPA and Parks, Horn, Perrone, Tuttle, Daly, Janasek, and Rogers, as OPA Directors, owed statutory, contractual, and fiduciary duties to the Plaintiff and other OPA members, to act honestly and in good faith, and in accordance with the OPA By-Laws and the Board’s own resolutions, including Resolution B-07.

"Defendants have breached those duties, and in such regard, have acted in bad faith, contrary to the best interests of the OPA and the OPA members including Plaintiff, and in derogation of the OPA By-Laws and the Board’s own resolutions, including Resolution B-07.

"Furthermore, in this regard, the Defendants acted outside the scope of their proper duties, with a reckless and wanton disregard for the rights and interests of Plaintiff and other OPA members, including the signers of the subject petition, and in a grossly negligent manner."

This issue should never have ended up in Court. It is not too late for common sense to prevail at the board level. The board should immediately agree to hold the referendum as petitioned, as well as reimburse the petitioners for legal and other expenses.