Owner Pre-Meeting for the Annual Meeting

[bjreichel]

I'd like to invite any owners planning to attend the Annual Meeting to meet with me Thursday morning before the meeting (which is scheduled to begin at 1pm). For those of you who are not well-versed in parliamentary procedure, are new to such meetings, or have questions regarding "what the heck is really going on," I'd be happy to assist. While I have no set agenda and am open to topic suggestions, a quick orientation to Roberts Rules of Order, how to raise "points of order" or owner motions from the floor, and my view of some lingering issues that I suspect may arise during the meeting and election regarding obedience to our governing documents and Hawaii law are all fair game.

I'm not scheduled to arrive on the island until 1:30pm Wednesday; if you're interested in meeting Thursday morning feel free to call or text my cell phone Wednesday afternoon: (303) 386-4773.

 

[jacknsara]

Brian et al
The board meeting is Thursday morning, 9AM HST. Given that you are a candidate, it might be worth your time to attend.
Board meetings are open to all owners who are expected to not participate (i.e. watch and listen is okay)
I am looking forward to getting resolution on the applicability of 514B Condominiums versus 514E Time Sharing Plans while on site.

 

[bjreichel]

Brian et al
The board meeting is Thursday morning, 9AM HST. Given that you are a candidate, it might be worth your time to attend.
Board meetings are open to all owners who are expected to not participate (i.e. watch and listen is okay)
I am looking forward to getting resolution on the applicability of 514B Condominiums versus 514E Time Sharing Plans while on site.

The meeting notice I received in the mail with my ballot states that the Annual Meeting is on "Thursday, May 16, 2019 beginning at 1pm." I have it in front of me now...if you plan to begin the meeting at 9am, you will be out of order.

 

[jacknsara]

No one is out of order. This information is posted way in advance. From the https://kauaibeachvillasresort.com/owners-community/bod/
Meeting Dates

Wednesday, May 15, 2019 at 9:00 a.m. HST, Board of Directors’ Committee Meeting

Thursday, May 16, 2019 at 9:00 a.m. HST, Board of Directors’ Meeting, Kauai Beach Villas

Thursday, May 16, 2019 at 1:00 p.m. HST, Annual Owners’ Meeting, Kauai Beach Resort

Thursday, May 16, 2019 to follow Annual Meeting, Kauai Beach Resort, Board of Directors’ Organizational Meeting

 

[bjreichel]

No one is out of order. This information is posted way in advance. From the https://kauaibeachvillasresort.com/owners-community/bod/
Meeting Dates

Wednesday, May 15, 2019 at 9:00 a.m. HST, Board of Directors’ Committee Meeting

Thursday, May 16, 2019 at 9:00 a.m. HST, Board of Directors’ Meeting, Kauai Beach Villas

Thursday, May 16, 2019 at 1:00 p.m. HST, Annual Owners’ Meeting, Kauai Beach Resort

Thursday, May 16, 2019 to follow Annual Meeting, Kauai Beach Resort, Board of Directors’ Organizational Meeting

Jack- Is it your experience that the Board Meeting will last 3-4 hours, thereby leaving no or little time for owners attending the Board Meeting to meet with me before the Annual Meeting? If so, I'm willing to meet before 9am if any owners are interested in getting together for early morning coffee Thursday.

 

[ecwinch]

my view of some lingering issues that I suspect may arise during the meeting and election regarding obedience to our governing documents and Hawaii law are all fair game.

Brian.. have you raised those lingering issues in this forum?

 

[bjreichel]

Board meetings are open to all owners who are expected to not participate (i.e. watch and listen is okay)

I hope the Board has in hand a legal opinion from the new attorney recently hired by Mr. Warner on the applicability of HRS 514B, because 514B-125 requires that owners be allowed "to participate in any deliberation or discussion" (other than an executive session, which is limited by 514B-125(c) to 4 discrete topics).

 

[bjreichel]

Brian.. have you raised those lingering issues in this forum?

Yes, I believe so. The most pressing one is the applicability of HRS 514B.

 

[jacknsara]

Jack- Is it your experience that the Board Meeting will last 3-4 hours, thereby leaving no or little time for owners attending the Board Meeting to meet with me before the Annual Meeting? If so, I'm willing to meet before 9am if any owners are interested in getting together for early morning coffee Thursday.

While I expect we will have time to eat lunch, the short answer is probably yes (2.5 - 3.5 hours)

 

[jacknsara]

Jack- Is it your experience that the Board Meeting will last 3-4 hours, thereby leaving no or little time for owners attending the Board Meeting to meet with me before the Annual Meeting? If so, I'm willing to meet before 9am if any owners are interested in getting together for early morning coffee Thursday.

I might be but it wouldn't be enough time for much other than introduction. I'll be in G5 starting late Saturday. I'm in the committee meeting Wednesday until it ends. If you care to share a beverage on the lanai of G5 Wednesday before dinner, let me know. I understand it will have been a long day's travel for you.

 

[bjreichel]

I might be but it wouldn't be enough time for much other than introduction. I'll be in G5 starting late Saturday. I'm in the committee meeting Wednesday until it ends. If you care to share a beverage on the lanai of G5 Wednesday before dinner, let me know. I understand it will have been a long day's travel for you.

Thanks, Jack.
BTW, I went to the KBV Owner Community site and found the meeting notices you referenced, but I don’t see any agenda items posted. Will those get posted within 72 hours of the Board meeting as required by Hawaii law? And will the draft Association and Board minutes from the prior meetings that await approval be made available to owners in advance of Thursday as required by Hawaii law (which actually mandates that draft minutes be made available within 30 days after the Association or Board meeting)? After all, owners have the statutory right to provide input or propose changes before they are approved....

 

[ecwinch]

Thanks, Jack.
BTW, I went to the KBV Owner Community site and found the meeting notices you referenced, but I don’t see any agenda items posted. Will those get posted within 72 hours of the Board meeting as required by Hawaii law? And will the draft Association and Board minutes from the prior meetings that await approval be made available to owners in advance of Thursday as required by Hawaii law (which actually mandates that draft minutes be made available within 30 days after the Association or Board meeting)? After all, owners have the statutory right to provide input or propose changes before they are approved....

Brian - what specific provisions of Hawaii law do you cite in support of the claims made above?

 

[bjreichel]

Brian - what specific provisions of Hawaii law do you cite in support of the claims made above?

[§514B-122] Association meetings; minutes.
* * *
(b) Minutes of all meetings of the association shall be available within seven calendar days after approval, and unapproved final drafts of the minutes of a meeting shall be available within sixty days after the meeting.
(c) An owner shall be allowed to offer corrections to the minutes at an association meeting.

§514B-125 Board meetings. (a) All meetings of the board, other than executive sessions, shall be open to all members of the association, and association members who are not on the board shall be permitted to participate in any deliberation or discussion, other than executive sessions, pursuant to owner participation rules adopted by the board.
* * *
(e) The board shall meet at least once a year. Notice of all board meetings shall be posted by the managing agent, resident manager, or a member of the board, in prominent locations within the project seventy-two hours prior to the meeting or simultaneously with notice to the board. The notice shall include a list of business items expected to be on the meeting agenda.

[§514B-126] Board meetings; minutes.
* * *
(c) Minutes of all meetings of the board shall be available within seven calendar days after approval, and unapproved final drafts of the minutes of a meeting shall be available within thirty days after the meeting; provided that the minutes of any executive session may be withheld if their publication would defeat the lawful purpose of the executive session.

 

[ecwinch]

And will the draft Association and Board minutes from the prior meetings that await approval be made available to owners in advance of Thursday as required by Hawaii law (which actually mandates that draft minutes be made available within 30 days after the Association or Board meeting)? After all, owners have the statutory right to provide input or propose changes before they are approved....

So the qualifier here "is subject to those provisions of 514B being applicable to the IOA". An issue Jack has indicated he hopes will be clarified prior to the association meeting.

Because I think your initial wording conflates the provisions regarding Association meetings and BoD meetings. As the provision that owners shall be allowed to offer corrections to the Association meetings does not impose a requirement that owners can offer corrections to the BoD minutes.

But I am in agreement on your broader point on the need for adherence to applicable statutory requirements and transparency. I just think we have to give the BoD a reasonable period of time to sort out the applicable guidance and come into compliance.

 

[bjreichel]

So the qualifier here "is subject to those provisions of 514B being applicable to the IOA". An issue Jack has indicated he hopes will be clarified prior to the association meeting.

Because I think your initial wording conflates the provisions regarding Association meetings and BoD meetings. As the provision that owners shall be allowed to offer corrections to the Association meetings does not impose a requirement that owners can offer corrections to the BoD minutes.

But I am in agreement on your broader point on the need for adherence to applicable statutory requirements and transparency. I just think we have to give the BoD a reasonable period of time to sort out the applicable guidance and come into compliance.

Yes, assuming 514B DOES NOT apply, Hawaii's Nonprofit Corporation Act (identified as 415B in the Bylaws but recodified as 414D) would apply:

For the Association meeting:
§414D-101 Annual and regular meetings. (a) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.
* * *
(d) At the annual meeting:

(1) The president and chief financial officer shall report on the activities and financial condition of the corporation; and

(2) The members shall consider and act upon other matters as may be raised consistent with the notice requirements of sections 414D‑105 and 414D‑111.

-NO REQUIREMENT FOR OWNER INVOLVEMENT WITH MINUTES.
-NO REQUIREMENT FOR DRAFT MINUTES TO BE MADE AVAILABLE

For the Board Meeting:
Bylaw 3.07 Notice of Director Meeting. The notice shall state . . . the purpose and business to be transacted.

-NO REQUIREMENT FOR OWNER PARTICIPATION
-NO REQUIREMENT FOR DRAFT MINUTES

 

[bjreichel]

I just think we have to give the BoD a reasonable period of time to sort out the applicable guidance and come into compliance.

I just want to make sure we're in compliance with any necessary procedures going into the Annual meeting so the Association does not expose itself to potential legal challenges by disgruntled owners regarding proper meeting or voting procedures! I hope the issue gets sorted out in time to come into compliance BEFORE the meeting....

 

[magmue]

... so the Association does not expose itself to potential legal challenges by disgruntled owners regarding proper meeting or voting procedures!

Are you aware of any plan for "disgruntled owners" to mount challenges at the meeting?

 

[bjreichel]

No, just rumors and innuendo, such as the hiring of security guards and another attorney, coupled with the hyperbole contained in many posts. The inference I draw from that is someone anticipates a contentious meeting.
i believe prudence and best practices (fiduciary duties) on the part of the Board and manager require that we ensure compliance with governing documents and applicable law (whatever that is) going into the Annual meeting. Aside from insulating the Board and Association from legal challenges, I’d be surprised if our various insurance policies didn’t require it as a condition of coverage—certainly I would expect any D&O policy would.