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