September 2005 – Issue 9/23
thesummitadvisor.com ... Links & Archive

Masters and Adams for the Board

Bill Masters, sponser of the Summit Advisor, is running for the Lake Holiday Board of Directors. Read his two minute "Meet the Candidates" speech here. Bill Adams, contributing editor, is also running. Adams writes most of the Advisors' articles including some of the ones below. Bill Adams' draft speech is available here. We urge you to consider both candidates. It's time for some fresh ideas and direction.

Board decides to postpone the vote

Last nights board meeting, September, 22, at the Summit Center went well and the turn out seemed to be in the 25-30ish. The board announced that there will be no vote this Saturday, but instead will be a question and answer session, suggesting that you bring all your questions.

The decision not to vote on any of the documents at least until sometime after the October election of new board members was a good one.

This will give everyone a chance to take a deep breath and get a better picture of the contents, suggested changes, and how they will affect us. I applaud the board on their wise decision. - Bill Masters

Judge rules: Board May Not Vote Association Lots.

Wayne G. Travell, the Vienna attorney representing plaintiff Ogunquit Development LLC, has a pending suit naming the Board of Director, and Officers of Lake Holiday. This suit may be blessing in disguise.  

Had it not been for Ogunquit’s pre-trial motion yesterday, on August 21^st the board would be casting 180 or so votes they were not entitled to use. Since Judge John R. Prosser Ruled that the Board could not use the Associations votes, the board will not be tainting or diluting future votes.

I consider the boards intended use of the Associations votes deceptive, and it questions the motivation and integrity of all board members, past and present who considered this action.

Direct quote form the Winchester Star: "Ogunquit is seeking $4 million in compensatory damages, which Travell said would be awarded to the property owners’ association, and wants the 14 LHCC board members listed in the suit to be removed from their positions. “ - Bill Masters

Which way to Turn?

In our April Flyer we outlined seven major issues with the proposed new documents. The proposed Articles of Incorporation and Bylaws just reissued seems to mitigate one or two of these complaints, but others remain. For example, the definition of "Additional Land" in the Articles has been removed, but a definition for "Subassociation" remains, suggesting inclusion elsewhere (i.e.; the future Declaration). We strongly oppose subassociations, as they divide and isolate residents, and invite exclusive Developer controlled areas. Voting of subassociations was removed from the Membership Article 4 which allowed indirect (block) voting whereby a representative casts votes for the residents of the subassociation. The subassociation definition, and provision thereof remain however, as a "foot in the door" for their future implementation.

Incidentally, we would have supported "Additional Land" if it were limited to small parcels within the area contained by public roads. Our issue was the uncontrolled addition of lots outside the secure area, which would essentially invite numerous outsiders to our lake and facilities. Like... why have a gate?

The remainder of our issues are with the unseen Declaration. Withdrawal of land, advertising signs, boat storage on property and regulation of powerboats are addressed in the August 2005 Community Newsletter's "List of 40" in terms of direction, but the final disposition is in the hands of the lawyers. Our Architectural Rules issue in the flyer, which insists that minimum home sizes should remain in the Declaration, has been summarily dismissed. This places home size requirements in the Guidelines for Initial Construction where they can be easily changed by the future Covenants Committee. (This is not good).

The Covenants Committee was explained in the April Issue of the Summit Advisor. Questions arise about the viability of this arrangement. It appears the committee may have been organized in this way to accommodate Developer participation on new construction projects, but not in residential affairs. That may solve one problem, but it creates others. Finding volunteers for separate subcommittees may prove difficult, scheduling meetings and dealing with the structure after the Developer leaves are others. It would have been better to simply carry over the Architectural Committee requirement in the Bylaws, and form subcommittees and hold joint meetings on an ad hoc basis.

The revised Bylaws references the Covenants Committee, but now removes prior reference to Article 9 of the Declaration, which was one of our objections in the article below. For those who like to read, specific Declaration section references remain in Bylaws 1.1, 6.8, 8.3(c) and 9.2, and in Articles 2.1(3), 2.1(12), 2.1(13), 2.1(20) and 2.1(25)(3 ea.).

All references to the unseen Declaration in both the Articles and Bylaws should have been removed if these documents are to be voted on separately. Accepting a document which endorses another yet to be completed is not a good idea. This alone is sufficient basis for rejection of the two documents at the September meeting. There will no doubt be another opportunity at the annual meeting, when the Declaration is voted on. Otherwise, the whole ordeal would be a huge waste of time, effort, money and paper. For now, we recommend voting "NO" on both the new Articles and Bylaws.

What's the Difference?

The following highlights differences between the existing documents and the new proposed documents prior to receipt of the final copy. These two documents are scheduled for a Community vote on September 24. We understand that the revisions will be mailed out shortly giving everyone plenty of time to make their decision.

Articles of Incorporation
This document defines the corporation, its purpose and structure, membership and directors and sets basic rules for meetings, voting, mergers, consolidation and dissolution. Following are changes observed in the new proposed Articles of Incorporation (aka Articles). These are intended as highlights and not as a comprehensive (or legal) comparison.

1. Fifteen Articles are reorganized into eight in the new document.
2. The name is changed from Lake Holiday Country Club to Lake Holiday Property Owners Association, Inc.
3. The registered office and registered agent are changed removing a prior law firm.
4. The new document adds 28 definitions and 4 document construction notes.
5. Purpose and Limitations article is rewritten in simplified common language.
6. Membership and voting article is rewritten in simplified common language.
7. Membership article indirects voting of subassociation members (which presumes subassociations).
8. Voting rights for trust lots are provisional on payment of dues.
9. Additional voting provisions are deferred to the bylaws.
10.Names of the original Board of Directors are omitted due to expired terms.
11.Number of Directors is changed from eleven to nine.
12.Term for Directors is changed from two to three years.
13.Initial two and three year terms are provided for during transition.
14.Director election, meeting and removal/resignation procedures are included.
15.Maximum indebtedness is reduced from 50% to 25% gross annual income.
16.Mergers and consolidations, Authority to mortgage or dedicate provisions are removed.
17.Amendments are reduced from 67% to a 50% vote, and Declarant is protected.
18.In Article 8, the Declaration is referenced which presumes approval of that document.

Bylaws
Specifies how business is conducted.

1. Name is changes to Lake Holiday Property Owners Association, Inc and location omitted.
2. Most of the definitions are removed to the new Articles of Incorporation.
3. Suspension of membership article(III) is removed.
4. Number of Directors, terms and other specifications are removed to the new Articles.
5. Meeting of Directors article(V) is covered in new Board of Director article(4).
6. Nomination and Election article(VI) is removed to the new Articles.
7. Powers and Duties article(VII) is summarized as a reference to Virginia law.
8. Indemnification article(VIII) is covered in new Fiduciary Duties article(8).
9. Committees article(IX) is moved to new Committees article(7).
10. The Architectural Committee is reorganized as a Covenants Committee as defined in the Declaration*
11.Reference to the Declaration presumes approval of that document.
12.Meetings of Members article(X) is article 2 of the new bylaws.
13.Officers and Duties article(XI) are echoed in new bylaws articles 6.
14.Books and records article(XII) becomes article 9.

One would hope that references to non-existent documents (i.e.; the Declaration) and any interdependencies would be removed as the above documents are each to be voted on separately. Otherwise, its like writing a blank check for whatever form the referenced document takes. If these two documents are voted down, there may still be time to fix them for the annual meeting when the Declaration comes up for vote.

*See the April 2005 issue for an explanation of the Covenants committee (click on Links & Archive above). One wonders if the three subcommittee structure is really workable or if the Architecture committee is best left as is.

Save Gas and Money

Demand drives Price! We can all help keep rising gas prices under control with some simple conservation measures:

Carpool to Walmart with a neighbor $$$ Stock up for a week or more $$$ Take the small car $$$ Turn the AC off and gain about 2 mpg $$$ Keep tires inflated and air filter clean $$$ Avoid long trips, particularly to areas where gas gouging is prevalent $$$ Enjoy home entertainment; books, hobbies, etc. $$$ Walk to the mailbox $$$ Don't top off - Remember 1973!

Residents Forum Section

Starting July 2005 we are printing residents e-mails for the Month right here on the front page! This simplifies your navigation and our maintenance. Be a star reporter or commentator and sent your e-mail to thesummitadvisor@adelphia.net !

Your e-mails are listed below in chronological order. Entries may be archived or removed every Month and/or at our discretion. Entry text is limited to 500 words (about 25 lines in this format) and may be edited to conform to standards of heading format, font and length. By sending to e-mail thesummitadvisor, you indicate your permission to publish here, unless you state otherwise. Retractions from same e-mail IDs will be honored - please indicate subject and date. Date and Subject will be included from the heading. If you wish your name or pseudonym known please include it in the text.

Date: Wednesday, September 7, 2005 12:52 PM
Subject: the cost of detour
The closing of Masters Drive for two months will cost money and inconvenience. There is no excuse for this and it is time that the issue is addressed. It took months (three or more) for the last road closing. Why are we being subjected to this? It is obvious that there is little or no effort to insist that this work be completed in a timely manor. Am I the only one who feels this way? Speak out and be heard. It is a mile detour each way and a lot more time. How long is reasonable?

Date: Saturday, September 17, 2005 5:34 PM
Subject: Bill of Complaint
To keep all informed. I understand that there is a Bill of Complaint injunctive and declaratory relief naming Lake Holiday and the Board of directors dated September 12, 2005. It is an asking that the vote not take place on September 24, 2005. Frankly, It would serve this community very well not to be pressured in to a vote at this time. It would give the community time to breath and get a better handle on all the issues that are unclear in the documents.

Date: Saturday, September 17, 2005 6:01 PM
Subject:
Who was on the board when approval was given to let MS and Vickers into the Summit??? Can you give me names and positions on the board. I don't want to vote for any of them again.

Date: Sunday, September 18, 2005 6:28 AM
Subject: Bill Of Complaint
A developer is taking the board and the pass board to court, a total of 14 people. 4 out of the 14 has their term an the board end in 2006 , Should they not resign NOW? 2 of the 14 are runing as a candidates for the board. Should they with draw their name as candidates?

Date: Sunday, September 18, 2005 11:20 AM
Subject: Miller and Smith/Vickers
In the interest of clarification.

No Board vote was necessary for Miller/Smith and Lake Holiday LLC to "enter" the Summit. They bought the trust land and when they bought one more lot from an individual property owner and paid the dues on it, they became members of the home owners association. The Board didn't have to vote them in anymore than the Board had to vote any property owner in.

As a matter of fact, most of the members of the 2003 Board tried to fulfill their fiduciary responsibility and protect the rights of the people who were already property owners here. It's unfortunate that members of the later Boards were seduced by the prospect of a lot of developer money being available. Ask yourself what they've done with this money. Can you see any real improvement in the infrastructure besides a lot of window dressing and "curb appeal"?

Date: Tuesday, September 20, 2005 5:21 PM
Subject: Election Candidates
Chris Allison is the only current member of the Board who is running for re-election. He was President of the Board when the decision was made to tear down the club house and start over and when it was decided to sell the lots where the Community Center stands and where the school bus stops to the developer.

In my opinion, these were not financially sound choices. As a result, our community will have to spend more money to have a gathering place and to have our children picked up for school. Is this the kind of "leadership" that we need? I don't think so!

Date: Thursday, September 22, 2005 9:34 AM
Subject: Law suit
Law suit filed against the board and its officers. With Possible precedes going to the Lake Holiday Association?

First and foremost it should be noted that it appears the compensatory damages are against the Officers and Directors, Jointly and severally, in Favor of the Association for and derivative damages, in an amount to be determined at trail, but in no event less than $4,000,000…. With that said, it is my understanding that if there is an award; most of it would be going to our Association. Not to Ogunquit Development, LLC.

“Ogunquit is seeking $4 million in compensatory damages, which Travell said would be awarded to the property owners’ association, and wants the 14 LHCC board members listed in the suit to be removed from their positions.” As quoted from the Winchester Star.

The Board had intended to use the Associations lots giving the board members votes that would be in the 140-200 range. This would have tainted the vote in my opinion but since the Judge Prosser ruled yesterday the board could not use our lots to vote, we will now have a more even plain on the voting issue. The real question is why was our board trying to use our Association lot to sway the overall vote? Good question?

Bill Masters

Date: Thursday, September 22, 2005 10:59 AM
Subject: Time to retire the past, present, and recycled?
Chris Allison may be the only Board member running for re-election but is it possible that the following past Board members are back as Candidates? The revolving door syndrome.

Pat Shields (who resigned as President of the Board in ’03-saying he didn’t like the job. It was not what he expected or something to that effect.)
Lou Einstman
Bill Penfield

Date: Thursday, September 22, 2005 1:39 PM
Articles of Incorporation and By-Laws
Vote No on the Proposed Revisions to the LHCC Articles of Incorporation and By-Laws

An Opinion by Bob Pumphrey, Sr., P.E. 9/22/05

This is submitted as an addition to the excellent comments by other residents.

After reading and re-reading the Articles and By-laws for several months as well as scrutinizing the numerous resident comments, I have tried and tried to determine why they are so complex and difficult. Finally, it struck me. The clue was in the titles "Amended and Restated Articles of Incorporation", etc. and "Amended and Restated By Laws",etc. Can anyone read these documents and determine what is Restated and what is Amended without doing research on the old Articles, etc. ??

First of all, "Articles of Incorporation" are analogous to the US Constitution in quasi content and format. In fact, our Founding Fathers were originally going to revise the " Articles of Confederation", but changed and wrote the Constitution. Articles of Incorporation are basic documents to form a legal organization pursuant to the Laws of the State in which the organization is Incorporated. They set forth the applicable governing Laws, mission and organization of the corporation simply. Articles can be Amended with each Amendment numbered and set forth one at a time. Other than the original Articles, Amendments should be voted on one at a time. Further, Articles are number one in legal precedent and By Laws, etc. are subordinate documents to the Articles. Due to this, "Articles of Incorporation" must stand solely on their own merit and not incorporate subordinate documents as our Proposed Articles do.

If our present Articles need to be revised, I suggest we have "New Articles of Incorporation" and the date they are approved stated. Additionally, at the beginning of the New Articles, a statement should be made that these are New Articles Dated ---- and Superseded all previous Articles dated------. This will enable those who follow us to easily trace the trail of Articles at LHCC similar to following Deeds.

As far as I'm concerned, we have been presented "Gobbledygook" which has caused too much concern by the residents. The Board needs to go back to the Drawing Board and do better.

Remember the KISS principle---"Keep It Simple Stupid".

Date: Friday, September 23, 2005 10:02 AM
Subject: Insurance liability - law suit
If I have my facts correct, I believe my insurance agent shared with me that LHCC carries only a million dollar liability 'umbrella' ........ does this mean that with simple math and no lawyers fees, the people, the residents, the property owners, would then be responsible for $3million IF, by some chance, this law suit is awarded to Ogunquit???

Date: Friday, September 23, 2005 10:51 AM
Subject: Election
I for one am happy to see that Mr. Einstman and Mr.. Penfield have decided to run for the Board. Those of us who remember when our first freely elected Board found themselves dealing with no money, a collapsing infrastructure and merchants who would only accept cash for goods and services will remember that these two men were instrumental in putting the Summit on a sound financial footing. Since the 2004 Board seems to have frittered away any surplus we might have had, it appears that we need their experience and expertise again.

I urge everyone to vote for them.

Date: Saturday, September 24, 2005 4:55 AM
Subject: Election
Strange that you should suggest Mr. Einstman and Mr. Penfield. They have been on the board for years except when their term expired. Keeping it simple, I think you’re wrong. Without pointing fingers on past issues of any board member, it is clearly a good time to thank all past members for their time served and move on.

Date: Saturday, September 24, 2005 3:25 PM
Subject: Membership Lots???
Doesnt the summit center have water? the gardhouse? Isnt there a well behind the center? Several hydrants? How can a board member stand up there and say those lots we sold the developer were menbership? How far from the water line is membership?

Awaiting your E-Mail...

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