What is the ARCH Group proposing?

The ARCH Group is proposing two amendments (One) that Bylaw amending is a right reserved SOLELY to the homeowners and (Two) the Board cannot remove another Board Member without cause.

 

Below is the specific wording as well as a more detailed explanation of the impacts of each amendment.  A full copy of our of our most recently amended Bylaws can be found here.

 

Proposition 1.

The last sentence of Bylaw Section 7, which now states:

 

“These bylaws (sic.) additionally may be amended at any regular or special meeting of the Board of Directors, after notice of such meeting has been provided to the membership in the manner provided in these Bylaws,”

 

is hereby deleted and stricken and the following sentence is added as the last sentence of Section 7:

 

“The PIPOA Board is hereby forbidden to amend or repeal this Bylaw or to adopt any other PIPOA Bylaw to the same or similar effect. The PIPOA Bylaws may not be amended, repealed, adopted, or otherwise effected by the PIPOA Board, all such power being herewith reserved unto the Voting Members, and only the Voting Members."

 

Explanation

Proposition 1, by the deletion of the last sentence will prevent the PIPOA Board, on its own, without the Voting Members, from changing the governing rules adopted by the Voting members and thereby thwarting the will of the Voting Members. While this will make amendments more difficult, it will preserve the democratic process and prevent the PIPOA Board from changing the rules against the will of the property owners.

 

Proposition 2.

The first sentence of Said Bylaws Section 2.03, which now states:

 

“Any director may be removed with or without cause by the unanimous vote of the remaining members of the Board (excluding the director to be removed).,”

 

is hereby deleted and stricken, and the following is substituted:

 

“Any director may be removed for cause by the unanimous vote of the remaining members of the Board (excluding the director to be removed), the term “cause” being hereby defined as the conviction of a felony or a misdemeanor involving moral turpitude, or the failure to attend more than four (4) Board meetings, absent illness or force majeure. The PIPOA Board is hereby forbidden to amend or repeal Bylaw or to adopt any other PIPOA Bylaw to the same or similar effect. All power to amend or repeal this Bylaw or to adopt any similar Bylaw is herewith reserved unto the Voting Members, and only the Voting Members.”

 

Explanation

Proposition 2 will prevent incumbent Board of Directors from removing a duly elected Board member carrying out the will of those who elected him or her. A board member can still be removed “for cause.” While this makes removal of a director more complicated, it also prevents other board members from exerting undue and unfair threats and influence upon other Board members. A Board member can still be removed for cause by a vote of 55% of the Voting Members.