Dear RBC supporters:
By now, you have received Turnover Communication #20 from the Pelican Landing Community Association Board president Clyde Knowles. In Clyde’s email, he attempts to explain what he and the board have done to improve the PLCA position in the upcoming Turnover of control from WCI to PLCA and the last minute resolution the Board signed to assure that position. RBC believes there are important facts that were left out of Clyde’s email and wanted to provided further information to you.
The following is the original text of the PLCA Board Turnover Communication #20 and RBC comments are noted below (italics and bullet points).
FROM: PCLA Board/Clyde Knowles President July 29, 2016Dear Residents,
Recently you received a letter from WCI addressing the Turnover for Pelican Landing. I would like to give you some insight and background on the Turnover process. WCI has the obligation, based on the original governing documents, to structure how the Board of Directors will be elected after Turnover. Turnover has nothing to do with annexation rights or the high rises that WCI is trying to build at Raptor Bay. As with any developer, WCI will still have certain rights within Pelican Landing and the Colony after Turnover.
- RBC Comments:
- Stated above: “Turnover has nothing to do with annexation…”?
- FACT: WCI’s new Board proposal includes the possible addition of two extra seats for future expansion/annexation into our community.
- Stated above: “WCI will still have certain rights … after Turnover”?
- FACT: RBC disputes that statement as it suggests “dead hand control.” RBC’s court case is fighting that.
A Pelican Landing Turnover committee was formed almost two years ago to negotiate with WCI the terms surrounding Turnover. The committee was made up of residents from both Pelican Landing and the Colony. It consisted of two attorneys with Turnover experience, past board members, and talented business leaders.
- RBC Comments:
- “Pelican Landing Turnover committee”
- Fact: The Turnover Committee selected by the Board President did not include any of the UOC Turnover Study members who had already spent months studying Turnover requirements, and who included such talented residents as Amy Quaremba and Bill Ribble later elected to the Bonita Springs City Council and the Estero Village Council, respectively.
The Turnover Committee and WCI agreed to at-large voting as has been the practice for the past 15 years. The Turnover was to occur at the Annual Meeting in March 2016. Some UOC members supported the RBC plan of neighborhood voting groups and threatened litigation against WCI. (Neighborhood Voting Groups are what was contemplated in the original documents from 1991). WCI then decided to put the Turnover on hold and not make it part of the 2016 Annual Meeting.
- RBC Comments:
- Stated above: “The (PLCA) Turnover Committee and WCI agreed to at-large voting”?
- Fact: WCI and PLCA recognized from the start that in order to assure diversity of representation throughout Pelican Landing, the PLCA governing documents required members of the new board to be elected by neighborhood voting groups — not on an at-large basis. WCI later announced a plan to have 6 board members elected at-large, not by neighborhood voting groups. This change would require unanimous agreement of all Voting Members (Voting Representatives), but no such vote of the Voting Representatives was ever requested or taken.
- Fact: The flawed WCI turnover plan led to the creation of RBC. The UOC and the CRC had already come out overwhelmingly in favor of neighborhood voting groups and opposed the WCI plan when it was announced. Residents for a Better Community Inc. (RBC) filed for mediation after WCI’s 11th hour swap of voting groups for at-large voting. When the demand for mediation was filed, WCI pulled its plan for a March 2016 Turnover.
WCI recorded in the Public Record of Lee County on May 12, 2016 a Supplement to the Declaration subtitled “Voting Group Designation Supplemental Declaration” presenting a new Post-Turnover election process. It consisted of a nine-member board that potentially could be expanded to 11. The board would have four residents from Pelican Landing, two residents from the Colony, one at large member defined as a Community Voting Group, one member for the golf clubs, and one member from the Hyatt to vote only on beach issues.
- RBC Comments:
- Stated above: “… nine-member board that potentially could be expanded to 11.”
- Fact: The possible expansion to 11 is because WCI is taking the position that it has the right to annex or add any new property to PLCA, including Raptor Bay, the Timeshares, and Weeks Fish Camp. The PLCA Board has so far done nothing to fight WCI’s claims of these rights.
The supplement stated that:
- A separate ballot would be required for each Voting Group
- Candidates could run in multiple Voting Groups;
- In Pelican Landing each unit would receive five ballots, four for the Pelican Landing Voting Groups and one for the Community Voting Group;
- The Colony residents would receive three ballots, two for the Voting Group and one Community Voting Group.
A candidate who received the most votes in more than one Voting District could then choose which Voting Group he or she wished to represent. Not only would the voting system be difficult and inefficient to manage, but that system could easily permit a candidate who wins in more than one Voting Group to directly affect the winner in one of the other Voting Groups, depending on which selection he/she makes.
- RBC Comments:
- Fact: This plan was flawed in many ways, primarily because it directly violated the requirement in the governing documents for neighborhood voting groups and included WCI’s claim of rights to annex property and have dead-hand control over PLCA.
This is the information that was communicated to you at that time, in an email titled Turnover Communication #19.
The Board of Directors and the PLCA Turnover Committee opposed this WCI Turnover approach. On June 1st a conference call was held between WCI and Pelican Landing to discuss this issue. WCI was reluctant to make any major change in their position. The PLCA Turnover Committee requested that WCI consider its proposed election procedures.
- One ballot for the Colony, which according to the Supplement has 2 Voting Groups and therefore 2 directors, each unit getting one vote for each open director seat.
- One ballot for Pelican Landing (non-Colony) which according to the Supplement has 4 Voting Groups and therefore, 4 directors with each unit getting one vote for each open director seat
- One ballot for the at-large Community Voting Group, which according to the Supplement is one Voting Group and, therefore, one director with each unit getting one vote for that director seat.
- The candidate for the Colony with the most votes will get a 2 year term as a director. The runner up will get a 1-year term as a director.
- The 2 candidates for Pelican Landing (non-Colony) with the most votes will get a
- 2-year term as a director. The next 2 candidates with the most votes will get a 1-year term as a director.
- The candidate with the most votes for the Community Voting Group will get a 2-year term as a director.
- The Hyatt /Timeshares and the Golf Clubs will only cast their votes in the at large Community Voting Group.
- (Note: as this election is in October, the elected board members will have a 2 1/2 and 1 ½ year term coincide with our PLCA annual meeting held every March.)
- RBC Comments:
- Fact: This change in the governance plan was never approved by your Voting Representatives, as required by our governing documents.
On July 14th we received information from WCI that they were willing to make these proposed changes to the Supplement on two conditions: 1) that the board unanimously adopts a Resolution which requests WCI to adopt the Supplement and Amended Bylaws in which these revised election procedures are contained, and 2) Our attorney Tom Hart to provide a letter to the PLCA Board, with a copy to WCI, advising that the Supplement and Amended Bylaws with these changes are consistent with Article 111 of the Declaration. WCI requested that these two conditions be completed and returned to them by July 22nd.
At the board meeting on July 20th this was discussed in detail. The prepared Resolution letter was read out loud to all present. The board had to vote on a one ballot process as recommended by the Turnover Committee or not approve one ballot process and the original WCI multiple ballot process would be implemented. The board voted 3-1 to recommend that the community go with the recommended one ballot process.
- RBC Comments:
- Stated above: “…the board unanimously adopts a Resolution…”
- Fact: At the board meeting, residents spoke in opposition to Board members signing a document they had not adequately researched. It was feared PLCA’s approval of WCI’s plan would undercut the stated position of Board members that they opposed the right of annexation and dead hand control. Nonetheless the Board approved the resolution, with only John Tomlinson voting against it. There was no mention of the demand that Attorney Hart send a letter to WCI regarding compliance with Article III, and we don’t know if he ever did.
- Fact: the Board and its attorney failed to include a statement against annexation and dead hand control in this resolution.
On July 25th WCI informed us that they would file a new Supplement with the one ballot procedure in place that we recommended. This has been done and now there are certain milestone dates that must be met in order for the Turnover to take place on October 11, 2016. This letter is intended as a high level overview of the Turnover process. It is not intended to provide all the details that have transpired over almost two years. Thanks to you all for your patience in this process.
- RBC thanks you for your patience in this process. We will continue to fight for a fair Turnover and no annexation or dead-hand control of our community.