Pelican Landing Board & Governing Structure Post Turnover

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.

  1. 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.]
  2. 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
  3. 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%.
  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.
  5. 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.
  6. 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.
  7. 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.

Respectfully,

Barbara Hinkson Craig

Professor Emerita, Wesleyan University

Initial UOC Study Group Report on Turnover 11/1/14

Initial UOC Study Group Report on Turnover
November 1, 2014

WCI has decided to turn over governance of the community to the members (“Turnover”). This will be a significant event for the residents of Pelican Landing. Upon Turnover we will have the opportunity to direct the future of Pelican Landing to ensure that the lifestyle we all have come to know and enjoy is preserved. At the October 2014 UOC meeting, the UOC voted (by a vote of 34 in favor and 1 opposed) to create an officially authorized Study Group, comprised of Voting Representatives or Alternates, to study the implications of the Turnover and report back to the UOC. This Study Group has been working and meeting “in the sunshine” studying our governing documents, discussing governance with other communities (Bonita Bay, Pelican Bay, Shadow Wood and Pelican Sound) to determine how they are governed, and meeting as a group, with other UOC members attending. This narrative and any accompanying documents are the result of work of the Study Group to date.

The UOC is comprised of the Voting Representatives from every neighborhood in Pelican Landing. As such, it is “the voice of the members” of PLCA. We expect WCI and the PLCA Board to embrace the efforts of the UOC to effect a smooth and successful Turnover. While WCI has voluntarily agreed to the Turnover, until Turnover WCI retains the right to amend our governing documents, which are provided to every prospective purchaser of homes in Pelican Landing. Once they conclude their purchase, as homeowners they become “members” of Pelican Landing Community Association. In effect, each member owns an undivided interest in Pelican Landing. Following Turnover, the right to amend the PLCA governing documents vests with those members, acting through their neighborhood Voting Representatives, who presently comprise the UOC.

There are issues that must or should be resolved prior to or soon after the completion of Turnover:

• Review of Governing Documents
• Establishment of Voting Groups, if any, or retention of at-large voting for Board members as is the case today
• Election process and timing
• Obtaining qualified candidates for the election of 9 new Board directors to replace our existing 5 director Board

A Quick History. This Turnover will complete the partial turnover which began in part via the 2001 “Settlement Agreement” with WCI. At that time, and after much negotiation and a formal mediation (dispute resolution) process, the members of Pelican Landing began to elect 4 of the 5 board members on an at-large basis (the 5th Board member is appointed by WCI, which currently retains veto power over the actions of the Board), and the Board took over day to day operation of Pelican Landing. Following the partial turnover, the Board has, among other things, (a) established the annual PLCA budget and corresponding annual assessments, (b) maintained capital reserves, (c) established all policies for the community, (d) maintained control over the Beach Park, the Tennis Center, the Community Center and all other amenities, (e) modified PLCA Rules and Regulations, and (f) negotiated and executed contracts. In turn, WCI completed the Community Center and turned over the ownership of community assets to PLCA. Also, a cost-sharing formula was established with the Hyatt and the Hyatt Timeshares for the shared use of the Beach Park.

Turnover will result in a major change in our governance:

• Members will elect all 9 Board directors (no WCI appointments)
• Only the members, through their neighborhood Voting Representatives, will be able to make changes to the governing documents (not WCI and not the Board)

Voting Groups. The Pelican Landing governing documents outline the process for Turnover. About 25 years ago the Declaration contemplated the creation of “Voting Groups” by WCI prior to Turnover. As originally envisioned, Voting Groups could be comprised of business, recreational and residential groups that would be entitled to elect or appoint a director to the new Board. The Declaration contemplated that the developer of the hotel/conference center (subsequently the Hyatt) could constitute one Voting Group and that the Recreational Properties (subsequently the private golf clubs Pelican’s Nest and The Colony) could also constitute a Voting Group. It also contemplated that various neighborhoods could be combined into Voting Groups based upon development densities (presumably so that the higher density neighborhoods with more voting members would not dominate the Board), and that any remaining directors be elected by the members at large.

Those may have been good ideas at the time, but we now have the opportunity for community input to WCI and the current Board regarding whether there should be any Voting Groups or whether the directors should be elected on an at large basis, or whether there should be some combination of both approaches. An attached page summarizes some of the arguments for and against the creation of Voting Groups. The other communities we met or spoke with elect their directors at large, not via voting groups. Some municipalities elect their governing bodies through district voting (Bonita Springs) and some do so through at large voting (proposed Estero).

Voting Representatives. Our governing documents also establish a representative form of government whereby each Neighborhood Committee or Association appoints a person to be that Neighborhood’s Voting Representative, and that the Voting Representatives would be the members of a Unit Owners Committee (“UOC”). For many years our UOC has acted as a forum for members and an advisory committee to the Board. The documents state that the UOC will terminate upon Turnover and does not provide a forum such as the UOC for the Voting Representatives to meet and discuss issues affecting the community following Turnover.

However, the Voting Representative form of government survives Turnover and each neighborhood will continue to appoint a Voting Representative to cast member votes on Association issues, but unless a new forum like the UOC is authorized there will be no regular meetings of the Voting Representatives to discuss issues confronting the community. The most important voting power retained by the Voting Representatives would relate to changes in the governing documents, but the Voting Representatives would also cast the actual votes on any item to be voted on by the members (e.g., calling special meetings of members, mortgaging of general common areas, making special assessments, implementing director recall and disapproving a budget or general assessment) with a single exception: the election of members of the Board. Members have and will continue to cast their individual ballots directly in all elections of candidates for the PLCA Board of Directors.

The current documents state that the Voting Representatives cast the votes of members in their neighborhoods, but the documents are silent on what happens if a member fails to provide his or her view to the Voting Representative on an issue. In fact, our documents permit the Voting Representative to completely override the views of the members in the neighborhood and cast those neighborhood votes as the Voting Representative determines. Therefore, the selection of Voting Representatives (and Alternates) by each neighborhood (not to mention the establishment of procedures for obtaining the member votes within a neighborhood) becomes very important because they will succeed to the power of WCI to change our governing documents.

The Study Group needs your support and your input as we move through this process together. The following are the current action items for your consideration and input:

1. Should there be any Voting Groups and if so how many and for what groups?
2. Should every effort be made to time the Turnover to coincide with the Annual Meeting when the bulk of the members are here in Florida?
3. Should the UOC (by another name) be reconstituted following Turnover to provide a forum for issues of interest to the members and to continue to advise the Board? If so, should its role be modified?
4. Should there be a diverse nominating committee formed to find and encourage candidates to run for the Board? If so, how should it be created?

Respectfully submitted by your Turnover Study Group:
Pete Kane, Chairman, Bay Cedar
Dennis Andersen, Palm Colony
Harry Boghigian, Florencia
Nelson Glueck, Southbridge
T. Marvin Hancock, Longlake
Harold Harris, Merano
Margot Hill, Longlake Linda Kelley, Sawgrass
Norman LaRose. The Point
Bob Loos, Castella
Maira Perry, Las Palmas
Amy Quaremba, La Scala
Bill Ribble, Sorrento
Barry Stiger, Sanctuary
Jamie Schrieber, Heron Point

Comcast / Summit Cable Issues / & hi def.DTA Exchange!

email from Stiger, R. Barry to the PLCA Manager and BOD
At the last PLCA Board meeting it was reported that PLCA was looking into hiring a consultant regarding our negotiations for a new service provider for our residents.  BE WARY OF HIRING THE CONSULTANT THAT PELICAN BAY HIRED!  One of the providers we have been negotiating with is Summit Cable.  I have previously notified you of Summit’s service roll-out at Pelican Bay, which continues to go poorly.  In addition to insolvency issues which may require  a bailout by its principal shareholder, a Bahamian cable company, it has become clear to some residents of Pelican Bay that its negotiating team may have put too much focus on the fiber optic cable installation while not paying attention to the technology at the sending and receiving ends of the system.  You can connect 20 year old DVRs to state of the art fiber optic cable, and you end up with 20 year old levels of service.  Likewise, if you don’t have redundancy of servers on the sending end, it doesn’t matter that you have modern, state-of-the-art fiber optic cable.

Also, on the Comcast side you should be aware that Comcast is now exchanging, for no cost, the nasty little DTA low definition boxes that we use for our ancillary TVs for High Definition DTA boxes, which enable the user to access all the high definition stations in the 400 range without having to lease the costly DVR boxes.  I don’t recall Comcast having publicized this change, which provides all televisions in the home with a high definition signal!  All residents should be encouraged to make this exchange because they will no longer have to suffer with the small, lower definition picture that the outmoded DTAs provide.  As I informed you previously, while the Comcast “high definition” doesn’t match the DirectTV clarity, these new little HD DTA boxes are quite an improvement.  Whichever new providers you are negotiating with should certainly provide the same or better service than Comcast.

To remind you, here is my prior email to you:

Here is additional information from a Pelican Bay resident.  Apparently Summit Cable has lost the contractor doing the Pelican Bay installation.   Also, those residents already installed, as well as The Vineyards, have recently suffered a system wide shutdown (apparently due to lack of redundancy) as well as reporting many DVRs that do not properly record (due to being supplied with inferior equipment).  The largest shareholder of Summit is apparently a Bahamian cable company, probably operating on a shoestring, most likely trying to gain entry in the US market with hopes of being bought out at a premium.  I’m told that residents who call the Pelican Bay representatives (probably the consultant) involved in the Summit roll-out to complain are told that everything is fine and proceeding as planned, so be careful who our representatives speak with.

I have no horse in this race.  I don’t particularly like many aspects of Comcast’s equipment, policies, performance, procedures and rates.  My Direct TV is far better (and includes real 1080 reception unlike Comcast), except when it rains, but it doesn’t provide wireless.
We need to be very wary of Summit Cable

The Village of Estero December 31, 2014

Dear Estero Residents:

As you now know, the Estero incorporation referendum passed by a resounding 86 percent, with 12,234 residents voting for incorporation and 1,957 voting against.

The Village of Estero will become official on Wednesday, December 31, 2014.

The Estero Council of Community Leaders Board of Directors wants to thank you all for the tremendous support given to the incorporation of Estero.

Many of you solicited signatures for the petitions to have the referendum placed on the ballot, as well as encouraged your friends and neighbors to vote on this important issue.

Without your tireless support, the Village of Estero could not have been established.

We thank you.

Nick Batos, Chairman
Jim Boesch, Transportation Director
Phil Douglas, Environment Director
Marilyn Edwards, Communications Director
Don Eslick, Chairman Emeritus
Howard Levitan, Vice Chairman, Government Relations Director
Bob Lienesch, Finance Director
Roger Strelow, Community Planning Director
John Goodrich, Chairman, Incorporation Committee

Estero Incorporation Update

The October Estero Spotlight Magazine endorsed the incorporation of Estero in an editorial, stating, “Municipal incorporation is the only way to provide long-term certainty and definition as to the geographic contours of Estero. And, it will ensure that virtually all significant decisions affecting the quality of life will be made locally by an elected village board.” (Click here to read the entire editorial.)

Estero Lifestyle magazine also carried an extensive article about the incorporation effort in their October edition – see Page 22. (Click here to read.)

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Voting Information

The Vote by Mail ballots have been mailed out. Please note, the vote pertaining to the incorporation of Estero is the last item on the second page. It very simply asks “Shall the Village of Estero and its charter be created?”

Early Voting starts on October 20 and goes through November 1, from 10 a.m. – 6 p.m. Election Day, November 4, the polls are open 7 a.m. – 7 p.m.
(See precinct map)

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Questions & Answers re: Incorporation

Still have some unanswered questions about the incorporation of Estero? Want to know how Estero will be governed if it becomes incorporated…how this will affect your taxes…just where will the seven districts be located and who can run for council…will this change your mailing address…others?

ECCL Chairman Nick Batos, Vice Chairman Howard Levitan and Incorporation Committee Chairman John Goodrich will give a short power point presentation and want to respond to any and all questions you may have at the meetings listed below.

9:30 a.m., Tuesday, October 7, Estero Community Park

10 a.m., Friday, October 10, ECCL membership meeting, Estero Community Park

10 a.m., Monday, October 13, Estero United Methodist Church, US41 & Broadway

6 p.m. on Thursday, October 16, Estero Community Park
These workshops offer an opportunity for residents to raise any questions they may have so they may make an informed choice on November 4.

The future of Estero is in your hands!
Please vote.

City Council Rubber Stamps Beach Park Bingo

As expected, the City Council Rubber Stamped the “special exception” to the zoning of our Beach Park allowing food and beverage service – including the approval of PLCA’s request for a full liquor license (4COP). Two residents spoke regarding the lack of environmental impact studies, the potential ramification to this fragile sand bar (think septic tank and well) as well as the commercialization of this resource protected area. Little regard for these issues was shown by Council who appeared poised to reward the Hyatt for their voluntary annexation into the City.

Video of City Council Meeting
(fast forward the progress bar to 47 minutes into the meeting to see the PLCA Beach Park portion)

The video of the PLCA Beach Park portion of the Council meeting is worth watching. You will note that after public testimony, Board Member Murphy attempts to correct the Pelican Landing Attorney’s representation/obfuscation of the number of beach park visitors. It would be laughable if it didn’t clearly demonstrate the systemic disregard for transparency. FYI: months ago our Board approved a 25% increase in the No. of island visitors allowed at the Beach Park from 480 to 600. This will change our governing documents – the settlement agreement. Logically, this poses 2 questions: (l) Will people stay longer and imbibe more with the addition of food service, wine, bear, and island style drinks? Perhaps. (2) Will the increased number of visitors and the availability of food and drink increase the usage of the toilet facilities? Really?

Is this a slam dunk? Maybe not since there are environmental issues to be considered. Where are all the environmentally conscious residents?

Anyone Interested? Long Range Planning …

comment responding to Frustrated

We get the governance we deserve. Lack of interest by good people, with honorable motives, in the running of the affairs of their community, creates a vacuum of leadership that invites men of low character into the fray.
I think it was Ben Franklin who warned us of such a possibility, and it’s in evidence locally, nationally, and, I’m sorry to say, right in our backyard here in PL.

How about we make the proposition less onerous by long range planning? It can be done. However, it requires your interest, and a small commitment of time. A small trade-off for an honest board, with the idea of transparency, professionalism, and no more ‘summer surprises’ secretive management.
Anyone interested?

Frustrated Comments:
Having just received notice that the resale capital assessment fee has been almost doubled to $2,500 by arbitrary action of our esteemed Board of Directors, I’m curious to know whether this action was sent to the UOC for consideration and a recommendation. Was there a survey taken to obtain the views of the members? No, of course not. I guess that the opinions of the actual owners of PLCA don’t matter to this Board.

I feel that this fee is a random, arbitrary and unauthorized theft of our money, bearing no relationship to the administrative expenses of enrolling a new member (the property buyer) in the Association. Will it also apply to transfers by gift, by will upon death or for estate planning purposes where no money is being paid? Under what authority did the Board pass this new theft of our hard earned money? Aren’t the members entitled to vote on a significant change in our governing documents?

Perhaps most important, the vast sums that accumulate via this exaction create a huge slush fund (millions of dollars!!) for the Board to utilize arbitrarily for capital projects that otherwise would require member approval. However you feel about those individual projects, what’s wrong with requiring member input and approval of the pickle ball courts, the marina purchase and redevelopment, the expanding use of our formerly “pristine” beach, etc.?

Will the arrogance of this Board ever be controlled? I understand that most of us are retired and would like nothing to do with governing this place, but that is a sure road to tyranny.