Corporations and Cape George

I just finished reading the Cape George Board Meeting Agenda for Jan 14 2016. One item caught my attention:

     President Richard Hilfer and the Manager have developed
     a list of law firms that specialize in providing service
     to homeowner associations and will be developing a request
     for proposal letter to assist with selection of a new
     attorney for the corporation.
 
It's still weird to think of  Cape George as a corporation. Actually, it is and, for many, the word conjures up a soul-less, arrogant entity concerned only with profit, running roughshod over enemies and shareholders alike,  with imperious Boards and CEO's doing virtually anything they damn well feel like.

I guess you can blame it on the media. It's difficult to pick up a newspaper without seeing stories of corporations fined for civil and more often criminal misbehavior; corporate officers under investigation, indicted, dismissed, or retiring suddenly to "spend more time with family"; stockholders defrauded; employees exploited; whistle-blowers abused and unjustly fired.


You might feel that's unlikely to happen here in Cape George. We're a feel-good community. Friendly residents, plenty  of volunteerism, lectures, games, cookout's. No need to bother pretty little heads with details of HOA's, CCR's, corporate governance, ad nauseum.  No controversy in paradise, right?


But take a peep behind the scenes. As mentioned here and here, this Board has ignored covenants; openly championed a former Board member who was rebuffed by the 2003 Board in her attempt to force a resident's old-growth trees to be clear cut;  ignored advice from their recently retired attorney as well as multiple other lawyers; and then  recklessly reversed the 2003 Board's ruling.

The Board's tactics -- all very corporate like --  were to dodge  the  resident's questions, stonewall her requests, deny an appeal, and bank that she would quickly take down the offending "hedge" of old-growth trees. When she asked for relevant archive files, she was told that they were "missing" from the office. Very Nixon-esque.

Meanwhile, let fines are pile up and suggest, as the President did in a newsletter and in a letter to an atty, that the complainants had "offered to bear the cost of removing all the trees". He conveniently omits that the offer was contingent on clear-cutting all of them. 

Even the owner's compromise offer to fell a couple of  trees and "window and thin" others per the Building Rules was rejected out of hand. Only when the owner felled all but two of her old-growth trees, was  the Board's notion of "hedge" justice served. Tellingly, during the massacre, the Cape George manager was seen conferring with the former Board member a block away. 

The 2003 Board however had unanimously dismissed a "hedge" complaint against the same trees and cited the lack of "timeliness" and "damage to a member's property" as reasons. They certainly did not dismiss the complaint with "prejudice" to open the door for the current Board's ruling.

Why did previously exempted old-growth trees become fair game? Because, the current President overruled the Cape George atty's advice and declared "trees grow and change" which rendered the 2003 ruling magically invalid.  His  reversal creates an Alice-in-Wonderland kind of legal whimsy. That's why rogue corporations seem to spend so much time in court.  An atty. confessed he was totally "baffled" by the President's remark.
 
 In some murky backroom, the Board also arbitrarily and without notice to the community changed the interpretation of a "hedge" to be as little as "two trees with commingling foliage". To obfuscate when the changeover occurred, the Board President told concerned dissenters  that the two-tree-commingling rule had been in effect for "years". Cape George's manager then slipped and reminded him that the new interpretation had been in effect only a few months.

When subsequent letters of protest to the Board's actions were
mailed to the community, the President ratcheted up his response
by drafting a letter to a couple of dissenters.  "What status do you have to intervene in a matter between the Board and the owner on Sunset Blvd" the President demanded in his letter. Really? Sixteen residents and others with atty's opinions in hand, had no right to question his corporate wand of authority...

To send out a bullying letter is hardly good corporate governance.
This response from the President was sent only after letters of protest were mailed to most of Cape George and two and half months after the original petition was sent. That speaks for itself.

However, it's typical of the incivility and arrogance of both the
Board president and certainly the manager (undoubtedly at the Board's bidding) who then routinely ignored residents' letters and phone calls during "Tree-Gate". It's not much of a stretch to assume that happens frequently when opinions do not align with corporate agenda. Or more accurately, the current Board's.

One frequent tactic of the current Board is the patronizing deflection: "you don't know the full story"  or the President's imperious sarcasm: "You're entitled to your opinions but not your own facts". Of course, as it happens, he can't reveal what the facts were since it's a "legal" matter and only the anointed can hear them.  There's the sharp bang of a slamming corporate door again.
 
The Board's most reliable tactic however is to just ignore letters from fined residents or nuisance communications from dissenters. For instance, a proposal for an amendment to the Building Rules mailed to the Cape George manager wasn't even acknowledged. He's become an agent of the Board and mirrors their incivility when it suits him. I wonder how quickly he hit the email delete button...

The "usual suspects" also routinely fail to engage the community
or provide transparency on a range of issues. Pickleboard-Gate was discussed here for instance. There's not even a brief summary of what went on behind closed doors.  

Of course all these secret, weighty matters could be summarized with identifying  content redacted. Why not? The residents "in good standing" have a right to know what the Board is doing, when "interpretations" of Building Rules change suddenly; what the Board's atty advised;  why a decision was reversed after 12 years; what other trustees thought, or didn't think;  or whether all of them  simply wielded the rubber-stamp...

Where is it written that a corporation can't act more transparently;
engage residents in choosing a Pickleball court venue or decide how to define a hedge;  put divisive issues up for a vote; apprise residents of legal details in broad strokes so they can be informed about what's happening in the community; defend and explain Board actions; allow residents to provide feedback, and rate the quality of  their leadership. Even large, ruthless corporations make more of an attempt than they do here. I'm sure residents would pitch in to handle some of the details if the volunteer Board is overworked. I gladly will!
 
So "corporatism" is alive and well in Cape George. Will that change? Unlikely without more activism by residents here. The good news is that abuses by the current Board President and rubber-stamping trustees can be opposed in court. 

If you have been harmed by the Board's actions, please consider a small claims case if nothing else. Email if you like. I'll be glad to share atty's opinions on the tree issue for instance.

Sadly in my opinion, litigation may be the  only way to deal with
this Board's  intransigence, arrogance, and failure to listen. Consider also running for the Board or encourage someone who will if these issues bother you as much as they do many others.

There's reason for hope. Here're some encouraging signs that changes have happened or may be coming to a HOA near you.

From: 
https://en.wikipedia.or/wiki/Homeowner_association#Undemocratic

 

The AARP has recently voiced concern that homeowners associations pose a risk to the financial welfare of their members. They have proposed that a homeowners "Bill Of Rights" be adopted by all 50 states to protect seniors from rogue Homeowner Associations.

Certain states are pushing for more checks and balances in   
homeowner  associations. The North Carolina Planned  Community Act for example requires a due process hearing to be held before any homeowner may be fined for a covenant  violations It also limits the amount of the fines and sets other restrictions.
 
In California, any rule change made by the board is subject to a majority affirmation by the membership if only 5% of the membership demand a vote. This part of the civil code also ensures that any dissenting individual who seeks a director position must be fully represented to the membership and that all meetings be opened and agenda items publicized in advance.
 
The Supreme Court of Virginia has ruled that a HOAs power to fine residents is an unconstitutional delegation of police and judicial power.