December 20, 2017 - Read the recap of the Bylaws Town Hall Meeting, held on 12/17.
Read Here -12/17 Bylaw Updates Assessment
Assessment of the Revised Bylaws - Posted 10/17
CONCOCTED BY THE SAME BOARD THAT BROUGHT YOU
THE GOLF COURSE RENOVATION - NEED WE SAY MORE?
On October 22, the Board will begin the discussions on the revised Bylaws to be voted on at the membership meeting In March of 2018. The group of four that were handpicked by Karpel and the Board to rewrite & propose bylaw changes are David Kaplan, David Carver Andy Lynette and Mel Katz. These four people were not chosen by the membership they were “endorsed” by the Board vis-à-vis “ALL” of the most important issues affecting the lives and tranquility of the membership. Bylaws are a contract between the governing body of the club and the membership at large. Bylaws were never meant to be a power grab for the Board. We must consider in whose best interest such complex revisions are executed. “It is our judgment that Bylaws must protect the membership at large and be carefully considered as fair-minded and reasonable in conformity with the State Statutes and the U.S. Constitution”.
In 2014/2016 the Board's Bylaw Revisions trashed the original concept of fairness and the protection needed by a Mandatory (captive) Membership. It continues in 2017/2018 and even goes beyond and above the Florida Law as well as what was envisioned by our founders. Bylaw revisions were rushed through by the Board of Governors in past years and accepted by a nonchalant membership which never bothered to read the mountains of details that were written against their best interests. Such an “abandonment” has produced “massive litigation” that is destroying our acceptance as a desirable community, as well as the feeling that tranquility is no longer achievable. The utter disarray is caused by “inept bylaws”. We do not want to continue abuses to our civil rights.
DISCARD THE PROPOSED BYLAWS AND START ANEW WITH A PANEL SELECTED FROM THE RANK & FILE.
www.delairegovernance.com has become “the” beacon that brings truth and transparency to our readership. We will continue in that direction during the 2017 by- laws reviews. It will be our mission to showcase the pretenses in the by-laws that are detrimental to our well-being as members. Bringing the needed objections regarding the self-serving Board proposals to light is important! Pointing out reason why we must not allow the board to “confiscate our rights”, and why you must DISCARD THE PROPOSED BYLAWS AND START AFRESH! As mandatory members we are the captives that need the protection of fair and reasonable rulings. The 2017 revisions DO NOT GIVE our members fair and reasonable dictates. As in the past (2014) the new redrafts are even more “detrimental” for our membership. The changes are founded to avoid situations that have been denied the board by challenges in a court of law.
Our”feedback” is based on “scrutinizing” the most important Articles “demanding” corrections, keeping in mind the importance for “geniality” of our member’s lives while surviving under Mandatory (captive) Membership rules.
BY-LAW CHANGES MUST COME FROM THE MEMBERSHIP, NOT FROM THE BOARD. THE FOUR INDIVIDUALS CHOSEN BY THE BOARD ARE NOT LEGITIMATE REPRESENTATIVES OF THE MEMBERSHIP. WE MUST CHOOSE BYLAW REVIEWERS FROM THE RANK AND FILE OF THE MEMBERSHIP. Until the members decide that such a time has arrived, we at www.delairegovernance.com will fulfill that need.
The following are the most objectionable changes as well as changes not made, in the Board Sponsored Review. We lifted the most objectionable alterations from the submitted 62 page RESTATED BY-LAW CHANGES. The board hopes they will not be scrutinized by the members. DELAIRE GOVERNANCE DID! You must DISCARD THE PROPOSED BYLAWS AND START ANEW WITH A PANEL SELECTED FROM THE RANK & FILE. YOU MUST SHOUT OUT YOUR PROTEST ON OCTOBER 22nd.
These are the most disastrous changes. www.delairegovernance.com makes known that the proposals in the 62 page submission identify that the Board has an utter disrespect toward us as MEMBERS, NEIGHBORS and FRIENDS. You make up your mind at the end of our findings.
Page 2. Special Meetings of the Members. We object to the 15% rule. We have 326 equity members, which under Board rules requires 48 written requests to call for a Special meeting. The 15% ruling is totally in favor of the Board not in favor of the members. We feel a change to 5% is in order. 16 written requests is fairer and easier to attain for the members than 48. Advantages must be given to the membership at large. We are the owners of Delaire. The Board functions at the pleasure of the membership. The Board works for us. We do not work for the board!
Page 4. There shall be one vote per membership. We object to the 9 Board membership rule. At the inception of Delaire, our founders found that it was rational for the membership to have a 15 member boards. We feel that a 9 member board with 5 members on the executive committee is inadequate. The board runs with 4 members who are captive to the executive committee. Not adequate for member representation, we must return to a 15 member board. Advantage membership.
Page 5. Voting Using an outside voting service makes no sense. Recommended electronic or telephonic or request for Voting Service mail, etc. is all confusing as described in section 4–7 of page 5. The description given will be baffling for our most “Senior” members who represent a major voting bloc, and who are not computer or smart phone oriented. Perhaps that is the main reason for such a puzzling program. Once the ballots are no longer in house, it is not a secure system. In our opinion this is nothing more than a power grab using a diversion from collecting ballots from the office. ONCE THE BOARD SELECTS THE OUTSIDE SERVICE THEY ARE NO LONGER INDEPENDENT. When it comes to voting the board must not be involved. Killik’s FORGING, with the Board and Karpel defending his FRAUD, reeks of COMPLICITY. The lesson learned from such a caper is, voting procedure must be carried out by the members only. No involvement by the board in any capacity.
The Inspectors of Election must be in full charge of the voting process. Ballot collection and counting, with no board or office employee or outside board controlled entity involved. A tamper proof Ballot Box placed in the Club house with easy access is all that is needed. Ballots only have to have the member’s account number on it for verification no signature necessary. The inspectors of election each must provide their own lock and key and will be the only ones to open the ballot box on counting day. They will verify the member’s right to vote from a list of eligible members. Mail in ballots are to be forwarded to a Post Office Box and the Inspectors of Election have the only Key to that PO Box. A simple system not requiring pages of descriptions. Everybody can understand and follow the process and it all stays in house.
In the above linked process no one has tracked the ballots or handled them or generated a list of non-voters. There are no opportunities “for voter fraud” as witnessed in the past. The Killik affair best describes the need for the above system to be adopted ASAP. The vote for the bylaw changes must be held using the above system. Outside vendors cost money and confusion. Muddle is what the board wants. Most notable Pages 6 & 7 are totally unnecessary and must be discarded. DISCARD THE PROPOSED BYLAWS AND START ANEW WITH A PANEL SELECTED BY THE RANK & FILE.
Page 7. ARTICLE III A. Number and Qualifications We have already discussed the matter of the make-up of the Board. We are not in agreement with having a Board of 9 members as we have expressed on our referral above captioned as page 4. A Board of 15 is representative of members. During the Zenith of our club (now long gone), we had a 15 member Board that gave the needed attention to the membership without usurping the member’s power. We must return to that and make Delaire Great Again!
Page 8. Article III Item 4. If a Governor shall list, advertise to sell Delaire property. In this portion of Article III the change was made in 2014 to allow a Board member to remain on the Board even if he has listed his home for sale. To remain on the Board all he has to do is write a letter stating that he intends to repurchase a house at Delaire. This is the most self-serving change from the original bylaw that required a Board member to resign immediately upon advertising that he is selling his house. That original ruling made a lot of sense. The founders were protecting members that a Board member with intentions to leave Delaire cannot continue to serve a community. Having made topsy-turvy of the original defense, the Board in its self-serving attitude has abandoned all “rational” by not even giving a time limit to such an “absurd ruling”. Without a time limit the Board member can remain on the Board almost indefinitely. This Board sponsored by-law shows the utter disregard of the people that lead us and their complete disregard of their FIDUCIARY RESPONSIBILITY toward our members. We keep stating the obvious. “WE ARE THE BOARD AND CAN DO AS WE PLEASE” Item 4 of Article III proves the point. Need we say more? REJECT THE PROPOSED BYLAWS AND START ANEW WITH PROPOSALS FROM THE RANK & FILE MEMBERSHIP.
Page 30. ARTICLE VIII J. The Board shall determine the maximum number of Non-Resident Non–Equity Membership offered. This is again a power grab for the Board. The Board must bring Non-Resident Non-Equity membership to a vote by the membership. What should be added to this by-law change is that such a vote must be held each year to determine if the Home Owner Equity membership approves such a continuance of outside membership. Property values are involved that must have the protection. Therefore only Property Equity holders, Mandatory (captive) Members have that right to determine continuance. Any outside membership other than the Mandatory (captive) Membership must qualify under the CRS IRS Rule 501(c) (7) none Tax- exempt standard.
Page 32. C. Honorary Membership The membership must vote on such a classification. The Board without membership approval does not have a right to grant such a membership. As it stands now this is another power grab by the Board and must be rejected. DISCARD THE PROPOSED BYLAWS AND START ANEW.
Page 32/33 D. Other Non-Equity Memberships This is another Power grab detrimental to the Mandatory (captive) Membership affecting property values and must be rejected. Only Mandatory (captive) Members have to vote on any expansion or continuance or reduction on this issue.
REJECT THE PROPOSED BYLAWS AND START OVER.
Page 34 Section 8 C. Resident Membership Applicants If during the 15 day circulation of a Non-Resident members application has been circulated to the membership, before the Board of Governors approves the applicant for membership, and there is a rejection by a Mandatory (captive) Members the applicant cannot be granted membership no reasons has to be given by the dissenting member. If this not being a reason, why the mailing to the membership in the first place.
Page 48. ARTICLE X Fees and Assessments A This is a needed change due to the fact that our Board has demonstrated it is no longer fiscally responsible. Exampled by their handling of the Golf Enhancement and Beautification (rescue operation) Program, and the General Club Operation. We have seen nothing but looming unsustainable deficits month by month. We suggest the downgrading of the Annual assessment for operating purpose from the now 10% to 3%. This will force the Board to have to come to the Mandatory (captive) Members for a judgment and acceptance.
Page 49 New ARTICLE X Section 6 Non-Resident Members Except as provided in these By-Laws, dues, fees and capital obligations of Non-Resident Members both as to assessments and contributions for capital improvement shall be established by the Board. NOT ACCEPTABLE. MUST BE VOTED ON BY MEMBERSHIP. Another power grab by Board which is already in investigation status with the IRS under rule 501 (c) (7). REJECT THE PROPOSED BYLAWS AND START ANEW WITH A PANEL SELECTED BY THE RANK & FILE.
Page 53 ARTICLE XII Discipline The entire Disciplinary Bylaws have been changed in Article XII from former Article XIV. The most notable change has been that under the Article XIV the grievance hearings were held as an Administrative hearing which has to entertain procedures which the club negated and is now being challenge in a court of law. Read the Padula letter to the grievance committee READ. as described restrictions as to how the hearing must be conducted. In the past the Board and the Grievance Committee has not even followed those directions which has become a major law suit in the case of Brecker v. Delaire CC Filing # 61556580 9/142017 Case No. 502017CA016245 X XXX MB AD The most notable reasons why the Grievance hearings were not within the legal limitations of the Florida State Statutes and the U.S. Constitution. Read the letter from Brecker's attorney, "Mr. Brecker's Position on Appeal".
Page 54 ARTICLE XII Section 2 The word “misconduct” is introduced in the by-law but misconduct is not defined as to what constitutes misconduct. Before a member can be disciplined he must be made aware of and have knowledge of what constitutes the grievance labeled as misconduct or any grievance that is used but never defined. The Board purposely does not explain the wording of misconduct or introduces any others that are subject to grievances. Delaire is a Country Club and grievances are not considered crimes and are of a minor nature such as disagreements or name calling or objections to procedures not found in conformity with the Boards practices. Click here for the Berkowitz letter concerning grievances. The favorite sons are given a long leeway and found not guilty the not favored are suspended which is equated in a monatary fine of Thousands of dollars when each day on suspension is established for a Mandatory (captive) Member at $106.00 per day.
The make-up and the attendance of the Grievance committee members, as stipulated in the by-laws, must be altered to a fair and reasonable standard or the entire grievance committee must be abandoned. The following must first be established as to the Franchising of a Grievance Committee by the Mandatory (captive) Membership who need the protection and all of the advantages and consideration instead of giving the power to the board to intimidate members to their iron will with a threat of grievance. Hearings are nothing more than an expression of a Kangaroo court system. The Grievance Committee members must conduct the hearing as described in the Brecker Attorney letter to Richard Abbey. July 7, 2017 - Brecker Attorney Padula formally responds to Grievance Chair Richard Abbey regarding the charges. Read Padula's response.
By-Law in Section 2. States that the grievance hearing shall not be recorded. That is Unacceptable. Hearings must not be inconsistent with the Florida Statutes 617.0202 and fair and reasonable as per 617.0607. If the club is ashamed of recording the hearings than the hearing are of such a nature that they should not be held. Kangaroo court procedures are detrimental to civil rights. It must be noted that all persons of a grievance hearing must be in attendance telephone hook-ups are not permitted and do not count as being present and counted for a quorum of Grievance Committee member.
Page 55 ARTICLE XII Section 2 continued Witnesses shall not be required to testify in person may submit a written statement. The credibility of written statements and weight to be given to the evidence presented shall be in the sole and absolute discretion of the Grievance Committee. “Totally unacceptable”. The Grievance Committee are lay people, untrained to accept legal documentation. Witnesses must appear in person in a court of law, statements not admissible. It must be so for a Grievance hearing as well. Grievance Committee shall determine disciplinary actions to be taken. “Not acceptable unless there are sentencing structures in place to be determined by mandatory members vote." Handing out suspensions is the same as a monetary fine. Without sentencing structures it becomes a Popularity contest. This is not a JOKE or a HIGH SCHOOL FRATERNITY CAPER.
NEW BY-LAW RULE TO BE ADDED: A Board member or officer being an elected official and having extraordinary power cannot bring a grievance charge against a Mandatory Member due to his having a Fiduciary responsibility toward that member.
Page 57 Top of page Suspensions Without proper sentencing guidelines there can be no suspensions handed out by the Grievance Committee. Without Guide lines the entire Grievance process is to be abolished. Members have civil rights which must supersede the Grievance process. The Grievance Committee must observe Statutes 617. 0202, 0607 that all hearings cannot be conducted inconsistent with the state statutes and be fair and reasonable.
Page 58 Appeal to the Board of Governors Appeal hearings shall not be recorded by any means or transcribed from notes: This is an absolute onslaught to the Respondents civil rights and against all rules of common decency. The nature and purpose of Delaire Country Club Inc. is to own and operate a country club for pleasure, recreation and benefit of its members. Hypocritically this board wants to deny members the right to use lawyers or record hearings necessary for appeal in which the board has repeatedly displayed running Kangaroo courts. We are not in NORTH KOREA, RUSSIA OR HITLER GERMANY. The matters being adjudicated by the Grievance Committee are very minor in nature. None deserve huge monetary fines which result when a member has to continue all payments when under suspension. In a mandatory membership environment this becomes a major consideration in setting sentencing structures which must accompany all grievance adjudications.
All grievance hearings are of minor infractions. Most grievance hearing come about due to disagreements with policy which is a right of a Mandatory Member under the first amendment know as freedom of speech.. We are a Mandatory (captive) Membership club we cannot quit and we need by-laws that protect us from unruly unscrupulous boards and grievance committees. Read what goes on at a hearing inside the hearing room and then make up your mind why they don’t want it recorded. READ: July 20 2017 Day of Hearing
Our reviews of the revised bylaws as submitted in the 62 page work sheet submitted to the members has been completed to a point. We may need more scrutiny at a later date and after the October 22nd meeting It must also be considered that this is the work of just a few people in advance of the formal meeting. We hope that we have been of value to you. Our conclusion and recommendation is based that we must not accept the entire Voting procedure as outlined unless the board accepts our version. We must not accept the boards Discipline Article XII under any circumstances. We do recommend that the Board immediately summon Mandatory Members to be the only ones that formulate all the bylaws without any interference by the board. Our final recommendation is to............................
VOTE NO ON THE BYLAWS