Director Parks’ motion gets defeated 4-3 with cohorts deeming move aimless

By Greg Ellison

(June 24, 2021) Proposed procedural measures related to the recent Ocean Pines referendum on reducing board of directors spending limits were defeated in a 4-3 vote last week, bringing into view a rift between members of the board.

In May, the association announced the results of a referendum question to limit unauthorized board expenditures to $1 million that passed by 2,531 to 1,358 votes.

Director Doug Parks introduced a motion to memorialize the restated bylaws language, which lowers board-spending limits from the current mark of 20 percent of annual assessment fees.

Parks said the motion is not intended to raise issue with the referendum results.

“It serves, what I consider a fairly important purpose, to document the fact,” he said.

Parks became concerned after researching the last round of bylaws revisions in 2008.

“There was no documentation either in the meeting minutes, or anywhere else, where they could say that they actually made that change,” he said.

Parks said there was mention of pursuing bylaws changes in 2008 meeting minutes but the actual language included was glossed over.

“We would not be violating any due process … by not doing this, but I felt that it would be important as an administratively correct procedure,” he said. “We recognize the fact that the information we got from counsel was in line with what the referendum demanded.”

After attending a recent meeting of the Ocean Pines Bylaws and Resolutions Committee, Parks learned of a prior instance where language changes were lacking details.

“Jim Trummel [Bylaws committee chair], who has a very long history with Ocean Pines, said the same thing occurred in 1991,” he said.

“They just don’t have a general record of the information being updated as required by referendum back then,” Parks added.

Director Camilla Rogers, who also serves as board liaison for the bylaws committee, broached the same subject during the meeting Parks attended.

“By voting for this motion, we are voting for the language put forth by our attorney to memorialize what we’re going to do to appear in the historical record in Snow Hill,” she said.

Parks said the association’s legal counsel presented two options for incorporating the referendum-approved language changes.

“One would be to have an addendum, just the language change, [and] the second would be to have the bylaws restated,” he said.

Parks said counsel expressed a preference for restating bylaw language for inclusion in required paperwork filed with Worcester County.

“That’s the document that has to be filed in the depository with the county for the HOA,” he said.

Director Frank Daly, who agreed that scant data exists for the 2008 bylaws revisions, suggested documenting the entire referendum process.

“We were presented with a petition, we fought a court case [and] we lost,” he said.

The legal defeat resulted in the court ordering the association to conduct a referendum vote on language specified in the initial petition.

“I realize there’s a document that has to go to Snow Hill but this doesn’t memorialize the path that got us to that bylaw change,” he said.

Daly said the circumstances leading to the bylaws change for spending limits should be clearly documented.

Taking a different bent was Director Dr. Colette Horn.

“It was announced in the president’s remarks, so it’s in [meeting] minutes,” she said.

Association President Larry Perrone furthered that assertion, while noting the referendum process was also mentioned in meeting minutes of the Ocean Pines Elections Committee.

“This information has been recorded,” he said. “This, in my mind, is process gone amuck.”

Perrone said the referendum was conducted and clear community sentiment was noted.

“Those results have been announced,” he said. “The reason you don’t see any motion in 2008 or 1991 is because it’s not required.”

Perrone said Park’s motion was a redundant measure.

“Quite honestly, as a homeowner I’m offended that this motion would be presented that we are now looking to accept the wording or results of the referendum,” he said.

Perrone also questioned Parks’ take on guidance from legal counsel.

“I spoke to counsel today [who] also believes that this is redundant and unnecessary,” he said.

Perrone said in addition to an association press release, referendum results were widely reported in the media.

“The process we went through is well documented in our minutes from the time,” he said. “This is a mechanical operation at this point that does not need approval of this board.”

Deeming it unwarranted, Perrone refused to vote in support of the motion.

“We should have gotten his filed with the HOA repository before now,” he said.

Parks agreed there was a degree of redundancy, but attributed any offense taken by Perrone to misconstruing the goal.

“The intent of the motion is not to accept, ratify or authorize the results of the referendum but to document the language and format counsel presented us,” he said. “We can have it in meeting minutes and corporate vital records for future reference.”

The motion was voted down 4-3 with Parks, Rogers an Tom Janasek in support.