The Board of Directors Meeting, 27 January 2011
At the January board meeting, two agenda items drew considerable homeowner interest and comments. The first was the recommendation to approve Dave Servello as the Community (Security) Patrol Chief and the second was the issue of requiring certain key volunteers, including community patrol members, to sign a confidentiality agreement. It would not be an overstatement that the meeting was very emotionally charged. Several rose to denounce the board’s proposed actions to implement a Confidentiality Agreement.
The meeting was also significant for the board’s decision to move forward with the restaurant leasee on the matter of exploring their interest in providing gaming, as well as for what did not take place concerning the results of the IRS audit.
THE OPEN DOOR ON MEMORIAL PLAQUES
The board then voted to open the door to accept memorial gifts and the placement of a memorial plaque in the case of the passing of Barry Friedman from his son Alan. This action was taken despite serious reservations that were voiced by board members at the November board meeting. However, no one on the board was able to offer any explanation for what appeared to have been an abrupt turnaround in the board’s sentiment. The board did not clarify whether memorial plaques are now open to anyone wishing one, or whether Alan Friedman set the bar by agreeing to donate $25,000 for equipment for the use of Channel 99.
THE BOARD VOTES AGAINST APPROVING DAVE SERVELLO AS PATROL CHIEF
The 5-2 board vote against Dave Servello as the Patrol Chief was in my mind a foregone decision. This was despite Dave’s announcement during the member comment period of his commitment to recognize the authority of the board over the patrol, which I viewed as a mea culpa and his agreement to submit to the board’s authority. While Dave readily acknowledged that he had taken some past actions in attempting to help those who had been the victim of a crime that went beyond the scope of his duties, he was not apologetic for doing what he viewed as correct.
The fireworks between President Jack Troia and Dave Servello came at the end of the meeting when Dave returned to speak during the last comment period. Dave’s decision to speak in response to the board’s earlier decision not to approve him as Patrol Chief was admittedly over the top and clearly insubordinate. Dave announced that he would recommend that the Patrol be disbanded, presumably on the basis of the requirement that Patrol members would be required to execute the board approved Confidentiality Agreement as a condition of their volunteer services. This, Dave said would take place at a meeting of the Patrol to take place tomorrow evening (Friday) at Buckman’s. At that point, Dave and Jack got into a highly charged discussion. Jack reminded Dave that he had no authority to hold such a meeting, that he was not recognized by the board as Chief, that he had no authority to act on behalf of the Patrol and that no expenditure of Patrol funds could be used for the meeting purpose Dave had announced.
Earlier and following the board’s action on whether to approve Dave Servello as Chief, the board voted themselves the power to select the Patrol’s Chief, yet to be determined.
THE BOARD VOTES TO APPROVE A CONFIDENTIALITY AGREEEMENT
Much of this brouhaha was over the requirement and the language contained in the now infamous and approved Confidentiality Agreement. Those speaking against the requirement generally spoke to its absurdity as a necessary requirement for volunteers that wish to help the community. Those speaking in favor really did not have very much to contribute on the need for such an agreement other than to say that when they were employed, their employers required them to execute one as a condition of their employment; however, others rose to say that was not the case in their employment. Those making such arguments did not seem to understand the distinction between the requirement to work for a living and the demands that such employment requires compared to those who merely wish to volunteer their services.
Given the uproar over the Agreement, Jack was unwilling to say that the board intended to ask Community Patrol members to sign the agreement, although the copy of the Agreement on our website with the Community Patrol specifically mentioned would appear to refute Jack refusal to acknowledge that indeed was the board's intent. One has to wonder whether the idea behind the Confidentiality Agreement was concern over the operations of the Community Patrol.
BOARD SECRECY PREVAILS
Several homeowners were rightly incensed over the board’s acknowledged secrecy in bringing the Confidentiality Agreement matter up in the first place. In other words, this was its first mention and a fait accompli on 27 January 2011, although incredibly we were told by a member of the board they had been working on this agreement for two years. Mr. Troia expressed his concern about the availability of the Agreement for community viewing before it was approved. Sensing Jack's anger over that disclosure, I do not believe the word "DRAFT" on our copy of the Agreement would have helped much with Jack's problem had I added that qualification.
As for communications and transparency, that was discarded long ago. If this board wanted member input on proposed agenda items, they would not, as they have, withhold the board book from view of the community until the week following the board meeting. That decision, implemented by this board months ago, reversed the long-standing practice of making that board book available prior to the board meeting. In that way, homeowners wishing to be informed at least had an opportunity to do so before the board voted on this or that agenda item. In denying that opportunity, this board would rather keep members in the dark until after the vote has been taken, when it’s too late for members to contribute to the process.
ON THE IRS AUDIT ISSUE
As for the IRS audit, Jack Troia announced that that was completed in December and a meeting was held with the IRS representative on the 14th of December. Curiously, a meeting scheduled to take place in January did not happen although no reason was given by Jack for the association’s inability (or unwillingness) to meet. If I had to read between the lines, the board knows full well the outcome of the audit in general terms from their December meeting. However, IRS has yet to provide the board with their audit report in writing. That presumably would have taken place at the January meeting had that meeting taken place. Whether there will be a meeting or whether IRS will submit their report to the board by mail was unknown at the time of the members board meeting on the 27th.
If I were to speculate on the reason for the failure of the board to meet with IRS in January, it would be that the board did not want to have in their possession the IRS report and any possible requests for agreement prior to the January members board meeting. If I am correct, that event would have required Mr. Troia to make certain disclosures he was unprepared to make.
Mr. Troia did mention some options available to the board, starting with total agreement (whether or not IRS changes are proposed) and ending with an appeal.
The issue for the IRS is whether the association either agrees or disagrees with the changes proposed to the tax return in question. The association has the right to appeal any proposed change. For more specific information on this subject, you can view the IRS Publication 556 Examination of Returns, Appeal Rights, and Claims for Refund by click here. Under the section, If your Return is Examined, scroll down to the subsection, The Examination, then to If You Agree and following that to the subsection, If You Do Not Agree.
ON THE GAMING ISSUE AND A COUNTER PROPOSAL FOR CONSIDERATION
In the board's discussions with the leasee about gaming, I believe it would be a huge mistake to ram that much gaming activity into so little space, thereby unnecessarily creating a disruptive and destructive atmosphere in the process. The leasee's proposed solution would surely have an adverse effect on the ambiance of the dining portion of the restaurant. Simply stated, the noise and disruption factors from up to 13 (or15) gaming machine players to our dining patrons cannot be sufficiently mitigated to satisfy the board, let alone the dining comfort of our members, guests and visitors.
The only reasonable solution if gaming is ultimately to be approved is to make available adequate space for gaming that would assure a bona fide sound barrier between the gaming activity and the dining activity, just like the sound barriers one finds in most restaurant with gaming. The logical place for that gaming activity would be immediately adjoining the restaurant, a place where a door would allow patrons to enter the gaming section from the restaurant. There is only place where that might be accomplished, the proposed use of the Concord Room as seen in the map below, shown as the BAR GAMING ROOM. That converted room is in the right place, it's the right size, and it would act to control the anticipated noise level to a confined space away from the dining area.
The use of that room would satisfy the needs for gaming and, more importantly, would satisfy the ambient needs of those who would prefer to dine quietly without having to concern themselves with any disruptions that would surely exist from those patrons who enjoy gaming. The bar can be moved to the west wall or to the converted Concord room, at the expense of the lessee.
The proposed use of the Concord Room that I have made would seem to make greater sense than would the leasee's proposal of creating a "U" shaped gaming area in the existing area that is currently used by the patrons to drink and socialize at tables that adjoin the bar.
If approved, the flexible wall between the Concord Room and the Bristol Room would have to made permanent and the door from the main lobby to the Concord Room would have to be eliminated, at the expense of the lessee.
This would seem to be the only win-win arrangement, one that would meet the needs for gaming as well as for patrons of the restaurant. Any other arrangement would be too disruptive to patrons who are looking to enjoy the peace and quiet of a beautiful dining experience while overlooking the lights of the city below.
Ron Johnson 28 January 2011