OCEAN PINES – A motion to accept a bylaw change resulting from a recent referendum failed last week.
Last week, the Ocean Pines Association (OPA) Board of Directors voted against a motion to approve the amended bylaws on board capital spending limits.
Based on the results of a recent referendum, the association’s membership voted in favor of a bylaw change to lower board expenditure spending to $1 million without a referendum. Director Doug Parks told board members last week he submitted a motion to approve and accept the updated bylaw language that was drafted.
“We’re not questioning the referendum. The referendum is not an issue that we can deal with,” he said. “What we are doing here is documenting, memorializing, the fact we accepted the restated bylaws that were submitted to us by counsel based on the requirements for referendum. It serves that purpose, and the purpose of documenting the fact.”
Parks noted the association’s bylaws on board spending last changed in 2008, but no documentation or meeting minutes could be found. While he noted the board was not required to take a vote on the amended language, he encouraged them to do so.
“We would not be violating any due process, any laws, by not doing this, but I felt it would be important as an administrative procedure to go ahead and document the fact that we did this,” he said. “We recognize the fact the information we got from counsel was in line with what the referendum demanded … It’s nothing more than to document the fact we accepted the language from counsel.”
Director Camilla Rogers noted the motion did not mean the board was accepting the results of the referendum, but rather the language drafted by the association’s attorney.
“We are not voting to accept the referendum,” she said. “What we are voting for here, by voting for this motion, is we are voting for the language, which has been put forth by our attorney, to memorialize what we are going to do, to appear on the historic records in Snow Hill.”
Director Frank Daly, however, argued the motion did not explain how the association arrived at a referendum.
“I realize there’s a document that has to go down to Snow Hill, but this doesn’t memorialize the path that got us to that bylaw change,” he said. “I think we need to memorialize the path that got us to the bylaw change very clearly.”
Director Colette Horn noted the actions and discussions leading up to the referendum were documented in meeting minutes.
“It’s also in the records with the elections committee, so this information has been recorded,” President Larry Perrone added.
For his part, Perrone said he believed the motion to be unnecessary.
“This is a redundant motion, and quite honestly as a homeowner I am offended that this motion would be presented, that we are now looking to accept the wording of the referendum,” he said. “Counsel has not advised us this should be done.”
While he agreed it was somewhat redundant, Parks noted it was not meant to offend.
“You clearly didn’t understand the intent of the motion,” he said. “The intent of the motion is not to accept or ratify or authorize the results of the referendum. The intent of the motion is to document the language and format that counsel presented us, so that we can have it in meeting minutes and corporate vital records for future reference. That’s it.”
With no further discussion, the board vote and the motion failed with Parks, Rogers and Director Tom Janasek in favor and Perrone, Horn, Daly and Director Frank Brown opposed.
