I have spent much of my adult life studying and writing about constitutional design and government structure. Though we are a “private” gated community what we are talking about here is what our governing structure for the future should be. It is always a balance between a design that will allow for the persons who have the responsibility to run things to act expeditiously versus the need to control and hold responsibly those with the power to act. The Framers of course created a unique design balancing and checking power and allowing for the ‘voice of the people’ to be heard (lots of levels and checks there of course too). That is the challenge we face now: how to design a governing structure that will enable a big property to be effectively run and managed but to also assure that the voice of those who are the owners and who are responsible to pay for it be heard.
I hope some of my observations and recommendations might be helpful to the discussions and decisions ahead.
Comments on the composition and election of the future Pelican Landing Board and governing structure post turnover:
For the reasons set out below my recommendation is that we elect the 9 Board members at large not by voting districts and that post turnover we expand the responsibility of the Voting Representative structure for better checks and balances over the power of the board of directors.
The Voting Representatives will survive turnover—that is they will continue to represent their constituent districts of condos, neighborhoods or entities, even though the structure under which they now operate, the Unit Owners Committee (UOC), is terminated at turnover. They will continue to have the responsibility post turnover to vote on any document changes by casting votes on behalf of their constituents. Additionally, the Voting Representatives should be provided with clearly set out mandates for review and voting power over any proposals of the Board that commit the owners to new capital costs or long term changes.
- With regard to proposal for establishing 9 “Voting Groups”: If Voting Groups to include a separate member designated for the Hyatt and/or the golf clubs this would mean that each of these entities would command a Board vote far in excess of their voting share of the total votes allocated for Pelican Landing. [And this would mean that the voting power of the larger owner-share of the votes would necessarily be diminished.]
- Total Votes: approximately 3100 for each “door” (individual property “units”); plus 149 for the Hyatt; plus 72 for the Timeshares; plus 20 for Pelican’s Nest Golf; plus 12 for the Colony Golf. Total= 3352
- The new Board post-turnover is to be made up of 9 members. If the Hyatt were to be given 1 of the 9 members it would equal 11% whereas it’s voting strength (148 votes) is 4.4%.
- The Hyatt ‘s only connection to Pelican Landing is based on a “contract agreement” which allows them use of the Marina dock to run its pontoon boat to the Beach and use of the Beach (and whatever “contract/agreement” the current Board is negotiating for service of food and beverage on the Beach). Its financial commitment to Pelican Landing is only what is set out in these agreements. There no reason that it needs (or should have) separate representation on the Board—its input like each of us as owners is in its voting power in electing Board members.
- A Board of 9 members is not large enough to fairly design 9 voting groups (similar to voting districts for State Representatives for example) to cover the nearly 50 separate neighborhoods of Pelican Landing. Representation of the neighborhoods is best continued by the Voting Representative structure already in place with the addition of expanded post-turnover responsibilities set out in our documents and as noted above. Effectively the UOC was simply the name of the assembly that, until turnover, could only make recommendations to the Board. Replacing the UOC (in name and with expanded responsibilities) with a similarly designated Voting Representative Assembly elected by neighborhood committees or neighborhood associations to serve as a new Representative Assembly empowered to provide input to and a check on the 9 member management Board.
- A large community such as Pelican Landing requires a central Board with broad management powers over the day to day running of the community and its responsibilities and amenities. That said, a large community such as Pelican Landing needs to have a structure for input and a voice on major long term decisions from the broader community. We have witnessed the reality of this sort of balance-need in the recent actions by the Board as it rushed through a major change in the community owned beach usage without adequate time being allowed for consideration and community debate. The addition of food and alcohol and music on the Beach with a new “contract” committing the community to a changed and additional relationship with a for-profit entity (the Hyatt) is precisely the sort of major change that is not a necessity of day to day management of the community. Changes such as this should require broader community input and control and provisions to provide for this should be made part of a new Representative Assembly’s charter.
- The new 9 member Board should be made up of members serving 3 year terms staggered so that 3 are elected each year to provide for continuity and a continuing membership of experienced players. For the initial election the designation of which 3 seats up for election would serve for 1 year; which 3 would serve for 2 years; and which 3 serve for 3 years could be made either based on the highest vote getters serving the longest or by candidates running for slots designated in the election ballots as initially for the specific number of years to allow for staged turnover. Of course the term of service could be less or more but with 9 members 3 years makes for a nice regular turnover to allow for fresh perspectives while maintaining a significant number of experienced members to provide for continuity and “institutional memory.”
I hope this may be helpful in your considerations ahead.
Barbara Hinkson Craig
Professor Emerita, Wesleyan University