(Aug. 20, 2015) Although a meeting to pre-arrange who would serve in what position on the Ocean Pines Association Board of Directors didn’t take place, the attempt to caucus in secret last week still caused an extended exchange between several directors at the new board’s first session on Monday.
Apparently, Renaud and Terry tried to organize a meeting with the two new directors, Cheryl Jacobs and Tom Herrick, to discuss the election of officers before the organizational meeting. Renaud cleared the meeting with legal counsel Joe Moore, but Jacobs and Herrick declined the invitation.
Former Board President Dave Stevens took exception anyway, arguing that Jacobs and Herrick became board members when the election results were announced during the annual meeting on Aug. 8.
Stevens said the proposed meeting of four of seven board members constituted a quorum, and that discussing the election of officers amounted to association business in violations of Ocean Pines bylaws.
In an email from Renaud obtained by the Gazette, the new president admitted he tried to organize the meeting, but said he did so “only after clearing the legality of such a meeting with our legal counsel, Joe Moore.”
Renaud went on the reiterate that the meeting never took place in the email, adding, “it was not illegal before the two candidates were sworn in.”
He also admitted he would seek the board presidency, saying, “Tom Terry has graciously offered to nominate me and I hope that I will be elected.”
Moore, who swore in Jacobs and Herrick during the organizational meeting on Monday, addressed the controversy.
“I have always taken the position that the new members of the board become official members as of today, when they take their duties,” he said. “I understand there may have been an indication that there would be a caucus with respect to perhaps support of certain folks as officers. I have never been part of it, but I really believe that since I have represented the board that members have caucused other members if they wanted to be officers.
“Until these folks became operating official members, I don’t believe [the meeting] violates your bylaws or the law,” Moore added.
Stevens did not agree.
“We have taken the position that a person becomes a member of the board when his election is announced and validated,” he said. “This is the position we have long held. I do take exception to what you’re saying and I don’t know what to do about it.”
Stevens noted that there were no prior board members present during this year’s organizational meeting, as is generally the case.
“We have on a regular basis over the last number of years accepted the fact that the election is final,” he said. “It requires no further validation than to read the results [at the annual meeting]. I think everybody knows this and I think in fact it’s just been ignored for convenience in this particular case.”
Stevens said he consulted Jim Trummel, former chairman of the Bylaws and Resolutions Committee, about the matter.
“There is no doubt in his mind that … if you meet the condition of having had the election announced [and] having property validated it, then in fact [Jacobs and Herrick] become board members,” he said. “In fact, it would possible to call a meeting of the board the very next day.”
Moore admitted Renaud consulted him, adding, “Apparently I was part of the circumstance.
“If Dave is right, then I am wrong,” he said. “It’s something that needs to be clarified,” he said.
Tom Terry interjected, insisting the discussion had, “nothing to do with the agenda of this meeting.
“I’m not going to sit here and listen to this much longer,” he said, adding the invitation only went out after consulting Moore.
“The bottom line was the people who were invited to that meeting decided not to have the meeting,” he said.
Terry then suggested similar meetings took place last year, including one or more that involved Stevens.
“If anybody thinks that a group of people who ran to have a voting bloc in order to take over the board of directors never had a session to discuss who the president was going to be and who the vice president ought to be … if anybody dreams for a second that that didn’t go on, then they’re naïve,” he said. “It’s that simple.
“The two people, along with the sitting board members, decided this was not a good idea, and I admire these two people who are sitting here, who said, ‘I don’t think that’s a good idea,’” Terry continued. “They are independent. They aren’t running to be a voting bloc on this board, like happened in previous years.”
Stevens fought back.
“If you read Robert’s Rules, your job [as parliamentarian] is to advise me, the president, and not make rulings on the meeting,” he said. “I think the most important issue here is to whether or not a couple of members of the board of directors … had in fact called a meeting excluding other members of the board of directors to discuss association business at which it is anticipated, by virtue of the invitation, that a quorum will be present.”
Moore said the issue was whether the invitation was made to board members.
“If I’m in error about the time these folks became board members this brouhaha is my responsibility and I apologize for it,” he said. “I still stand behind my opinion, but I am subject to be corrected.”
He added that if Trummel disagreed, “I take that very seriously.”
“I think that this board needs to reach at least a firm consensus – if not an official resolution – as to this issue,” he said.
Apparently, Renaud and Terry tried to organize a meeting with the two new directors, Cheryl Jacobs and Tom Herrick, to discuss the election of officers before the organizational meeting. Renaud cleared the meeting with legal counsel Joe Moore, but Jacobs and Herrick declined the invitation.
Former Board President Dave Stevens took exception anyway, arguing that Jacobs and Herrick became board members when the election results were announced during the annual meeting on Aug. 8.
Stevens said the proposed meeting of four of seven board members constituted a quorum, and that discussing the election of officers amounted to association business in violations of Ocean Pines bylaws.
In an email from Renaud obtained by the Gazette, the new president admitted he tried to organize the meeting, but said he did so “only after clearing the legality of such a meeting with our legal counsel, Joe Moore.”
Renaud went on the reiterate that the meeting never took place in the email, adding, “it was not illegal before the two candidates were sworn in.”
He also admitted he would seek the board presidency, saying, “Tom Terry has graciously offered to nominate me and I hope that I will be elected.”
Moore, who swore in Jacobs and Herrick during the organizational meeting on Monday, addressed the controversy.
“I have always taken the position that the new members of the board become official members as of today, when they take their duties,” he said. “I understand there may have been an indication that there would be a caucus with respect to perhaps support of certain folks as officers. I have never been part of it, but I really believe that since I have represented the board that members have caucused other members if they wanted to be officers.
“Until these folks became operating official members, I don’t believe [the meeting] violates your bylaws or the law,” Moore added.
Stevens did not agree.
“We have taken the position that a person becomes a member of the board when his election is announced and validated,” he said. “This is the position we have long held. I do take exception to what you’re saying and I don’t know what to do about it.”
Stevens noted that there were no prior board members present during this year’s organizational meeting, as is generally the case.
“We have on a regular basis over the last number of years accepted the fact that the election is final,” he said. “It requires no further validation than to read the results [at the annual meeting]. I think everybody knows this and I think in fact it’s just been ignored for convenience in this particular case.”
Stevens said he consulted Jim Trummel, former chairman of the Bylaws and Resolutions Committee, about the matter.
“There is no doubt in his mind that … if you meet the condition of having had the election announced [and] having property validated it, then in fact [Jacobs and Herrick] become board members,” he said. “In fact, it would possible to call a meeting of the board the very next day.”
Moore admitted Renaud consulted him, adding, “Apparently I was part of the circumstance.
“If Dave is right, then I am wrong,” he said. “It’s something that needs to be clarified,” he said.
Tom Terry interjected, insisting the discussion had, “nothing to do with the agenda of this meeting.
“I’m not going to sit here and listen to this much longer,” he said, adding the invitation only went out after consulting Moore.
“The bottom line was the people who were invited to that meeting decided not to have the meeting,” he said.
Terry then suggested similar meetings took place last year, including one or more that involved Stevens.
“If anybody thinks that a group of people who ran to have a voting bloc in order to take over the board of directors never had a session to discuss who the president was going to be and who the vice president ought to be … if anybody dreams for a second that that didn’t go on, then they’re naïve,” he said. “It’s that simple.
“The two people, along with the sitting board members, decided this was not a good idea, and I admire these two people who are sitting here, who said, ‘I don’t think that’s a good idea,’” Terry continued. “They are independent. They aren’t running to be a voting bloc on this board, like happened in previous years.”
Stevens fought back.
“If you read Robert’s Rules, your job [as parliamentarian] is to advise me, the president, and not make rulings on the meeting,” he said. “I think the most important issue here is to whether or not a couple of members of the board of directors … had in fact called a meeting excluding other members of the board of directors to discuss association business at which it is anticipated, by virtue of the invitation, that a quorum will be present.”
Moore said the issue was whether the invitation was made to board members.
“If I’m in error about the time these folks became board members this brouhaha is my responsibility and I apologize for it,” he said. “I still stand behind my opinion, but I am subject to be corrected.”
He added that if Trummel disagreed, “I take that very seriously.”
“I think that this board needs to reach at least a firm consensus – if not an official resolution – as to this issue,” he said.