BoD Member Qualifications: Hawaii resident

[ecwinch]

Demand Letter statement:

-The election ballot failed to separately identify any Hawaii resident candidate or vote, but the Annual meeting “Chair” proceeded to make this a requirement anyhow, despite the written opinion of the Association’s general counsel, a recommendation raised from the meeting floor by the Plan Manager’s counsel to adjourn the meeting, and the Board’s newsletter statement to owners that the provision was being removed;


From Hawaii Statute:

§414D-132 Qualifications of directors. All directors shall be individuals. A director need not be a resident of this State or a member of the corporation unless required by the articles of incorporation or the bylaws. The articles or bylaws may prescribe other qualifications for directors. [L 2001, c 105, pt of §1]

From the By-Laws:

Duties of the BoD from the Demand Letter:

Informed decision-making means knowing the law and the corresponding requirements for the Association, keeping tabs on its daily activities, and then, basing decisions on that knowledge.

The duty of obedience requires the Board to operate within the scope of the Association’s rules, policies, Declaration, articles of incorporation, and Bylaws. In addition, the Board must comply with state and federal laws. Directors are supposed to follow the rules of the Association as laid out in the various governing documents, as well as applicable state and federal laws (such as IRS non-profit record-keeping and meeting minutes requirements).

 

[Aurelius]

*crickets*

 

[ecwinch]

This seems to be the issue central to the annual meeting kerfuffle.
- Are these material facts to this matter?
- Is it reasonable to believe that the author of the demand letter was aware of these facts when they made the bolded statement in the first paragraph?

Furthermore, if the BoD election was conducted unfairly, then who is the aggrieved party and what is their cause of action? Trish H was the #3 vote getter in the election, and would have been elected except for the by-law requirement.
Has Trish attempted to resolve this dispute via the intra-corporate procedures outlined in our by-laws?

Now keep in mind that if the BoD had allowed Trish H to be elected to the BoD, they clearly would be acting in violation of our by-laws. A fact that even Trish acknowledges in her post here:

Our bylaws says differently. Our bylaws still require it. The Atty used for years by PAHIO (KBV) stated it was no longer required. The 2nd Atty disagrees, stating the bylaws take priority. We had no choice to go along with this.

 

[magmue]

I would love to know who was the driving force behind having a second round of voting at all. If Wyndham was certain they were on solid legal ground re: outdated by-laws requiring Hawaiian residency, couldn't/wouldn't they insist on declaring Dani Ramos winner of the third seat as the only Hawaiian resident on the ballot even with a total of ~100 votes?

 

[ecwinch]

Yes, understanding exactly how we arrived at the 2nd vote would certainly be helpful. ie. Who made that decision and by what process?

Likewise the Demand Letter references a legal opinion from the KBV attorney that reportly states the the bylaw requirement does not apply. Since Brian has apparently has seen said memo, I am asking for a copy to be posted to the KBVIOA website for all owners to read.