HPP Special Board Meeting July 7

[JerryCarr]

Notice has been given by the newly installed HPP Board of Directors that a special meeting will be held on July 7, 2010 at 6 p.m. in the HPP Activity Center Library. Link to the agenda:

http://www.hppoa.com/10Jul7_Special.pdf

[critterlover]

Aloha Jerry,

I read through the agenda. I noticed a great deal of discussion regarding contracts on the agenda. Do you all negotiate contracts in open session? Or does your board use the Executive Session process?

I ask because we will be discussing a 'contract discussion' policy at our next board meeting. It has been our custom to discuss them in executive session as a 'good business practice' but we have a director who has asked to discuss it and I think it is a great opportunity for our board to have a vigorous discussion and then let the majority vote be the defining policy. It is great you posted this because one of the suggestions from a valued friend was to contact the other associations and see what their custom/policy is. Executive Session does not list 'contracts' as part of the items to be covered but HRS 421j-7 provides a list of items which could be withheld from inspection and copying and on the list is 'business transactions in current negotiations'. I am enjoying doing my research for the discussion.

Look forward to your input. Thanks in advance.

“A penny saved is a government oversight.”

[JerryCarr]

Critterlover, our outgoing board was criticized by some in the community (including myself) for a lack of transparency. One element of that criticism was failure to divulge even the subject matter of some executive sessions. Our pending by-laws revisions require more disclosure, and that's one of several reasons I have advocated passing the revisions. The new board will likely be cautious about using executive session, but some matters such as personnel performance and attorney-client priviledged advice should be done in private, IMHO. The "business transactions in current negotiations" is pretty broad, though, and from my point of view needs tightening. For example, our road construction contracts can approach $2 million. Would you want the priorities and terms of such an expenditure arranged in secret without prior notice that it was being done? Our new board, to its credit, has announced all the items up for discussion, so that even if they go into executive session to deliberate some specifics, the stakeholders will have the opportunity to voice their opinions and confer with their district board representatives.

[DanielP]

Seems like some sort of organization between HOA's would be invaluable for sharing of experiences, ideas, etc. between the various Associations, since so many face common issues.

Dan

[critterlover]

@JerryCarr: our outgoing board was criticized by some in the community (including myself) for a lack of transparency. One element of that criticism was failure to divulge even the subject matter of some executive sessions.

Me: This is a common concern of many who do not serve on a board and who believe things are done in 'secret' that ought not to be. In fact, when I first began to serve on our board some years back -- and a novice to such issues -- the Executive Session was erroneously used to clear an audience mostly to avoid the heat that was coming from some in the audience. As the board got up to speed with Robert's Rule of Order and HRS 421J and 414d we began to clean up the entire agenda and began to enjoy a greater peace the rule of order brings to a meeting. Still not perfect but I laud the process of perfection.


JerryCarr: Our pending by-laws revisions require more disclosure, and that's one of several reasons I have advocated passing the revisions. The new board will likely be cautious about using executive session, but some matters such as personnel performance and attorney-client priviledged advice should be done in private, IMHO. The "business transactions in current negotiations" is pretty broad, though, and from my point of view needs tightening. For example, our road construction contracts can approach $2 million. Would you want the priorities and terms of such an expenditure arranged in secret without prior notice that it was being done?

ME: This portion of your comment is key. If the Board is doing its job it will introduce the 'need' for an RFP/Bid process [if that is what they use] by thoroughly discussing an issue in its regular board meeting. It may be committed and with that members who are interested could serve or attend those committee meetings and become part of the process in developing the scope of work for the Bid request or RFP. Then when the committee makes its recommendation back to the board, this induces more discussion all of which is done in open session. Thereafter, the RFP or BID process begins. A committee is usually formed to comb through the responses and select the ones that would be best suited for the job/task/function/service and once again they would make their recommendations to the board as a whole. Now, where we go to executive session on ours is right here. The discussion regarding the 'proposals' from the selection of responses because the 'scope of work and associated dollar amount' is intense. We can report to the group we have tentatively chosen a company when that happens. As to the details, the actual negotiations if done in a transparent or open session -- gets sticky. One of the responsibilities of a wise Board is to assure the contract services and fee will be the best deal they can get. Everyone knows there is no such thing as 7 degrees of separation in Hawaii. It is 3 at best! One must understand if you were to speak in open session about some of the more important details someone in the audience, or someone they know, likely works for one of the competing companies leaving vulnerable the clear path to a secured best possible deal. If members found out that their board lost the best deal because the negotiations were corrupted somehow through lack of wisdom or foresight -- in terms of no confidentiality -- and the members wound up with a contract that was less money but also less in the terms of scope of work comparatively the members could well consider legal redress against the board for not having been as diligent as they should during the process. Of course, 'intent' must be proven. But this is where the 'executive session' confidential discussion format provides opportunity to secure the best possible contract and deal for the members/association. That is the premise we have always worked from. Having said that though, I fully anticipate a great discussion on the topic between our board and the members who may be present during the discussion. We have a great resource pool on our board of people who would have first hand knowledge in the ends and outs of confidential negotiations and I am curious to see where the discussion eventually winds up. I would imagine the bottom line will always be: If you were a business and had submitted a good faith proposal would you want the competition to know so they could under bid you or would you prefer everyone's proposals be considered on an equal basis, outside the knowledge of anyone who might seek to subvert the process, either through design or just wanting to help a friend or family member who may have bid. It will be a great discussion.

JerryCarr: Our new board, to its credit, has announced all the items up for discussion, so that even if they go into executive session to deliberate some specifics, the stakeholders will have the opportunity to voice their opinions and confer with their district board representatives.

Me: That is as it should be. As the chair I try and remember to announce before adjourning into executive session the general reasons, like personnel or legal discussions.

Thanks for getting back to me so quickly and thoroughly. Wish you all the best with your new board and what may become a developing and cohesive community heading kind of in the same direction. It is challenging to corral communities where everyone is so unique in their values and opinions. We actually started a Community Relations Committee a couple of years back to try and bring a consensus and restore community to the subdivision. The chair of the committee is perfectly suited for doing this and has really spearheaded many activities and events to that end. We recently had a special meeting of members called to go over some material that was missing from the earlier annual meeting and a whopping 12 people showed up. Based on past meetings it seems as though the chair of the community relations committee has been effective. The folks got their anticipated materials and felt no compunction to come and discuss it ... it was clearly set out and primarily those who would perhaps disagree with the materials would show up for answers. I think that with the chair out and about in the community several days a week through activities she is addressing the questions right at the source so the bubbling up of discontent through not knowing the answers is diffused. The chair of the committee is also the secretary for our Board. It will never be possible to please or find unanimous agreement from an entire membership and it would be unwise to think otherwise. Everyone can only do their conscientious best void of special or self interest.

“A penny saved is a government oversight.”

[critterlover]

@DanielP, a committee of HOA chairs would be a great think tank and benefit all who are leaders in their communities. The idea has been kicked around a few times between myself and others but has never really materialized. I would only have one concern and that is whenever you get this kind of group together the 'power' that emanates from the discussions and brainstorming can in and of itself become corrupting and thus fail the purpose for which it was started. Each of our subdivisions are unique and that is their individual appeal. If it was to discuss the common issues and to see how to forge change at a legislative level it would be great. I think the discussion with legislators about some of the verbiage in HRS 421j would be great to work through on that level. As a lobbying group for services for the 'substandard' subdivisions I think the power base would be great because when you appear before the government as a group of leaders from the subdivisions in their districts it carries far more weight. I have actually entertained the idea of writing a book of HOA issues nationwide [already have the title] and have asked a couple of friends to collaborate if I should do it because the whole HOA concept is broken both in terms of legislation and in terms of practice and policies. But that is just me thinking out loud.

“A penny saved is a government oversight.”

[james weatherford]

Indeed, a group with representation from all Puna home owners is a very interesting idea for sharing experiences and collaborating on issues taken to County or State governments.

Early on in my campaign I committed to, when elected, working with HOA's to estabhish and maintain communications between the HOA's in District 5 and the County government -- this was expressed in the context of the HOA's as individual groups. However, having a single group be able to speak for all member associations might also be something the associations could think about.

James Weatherford, Ph.D.
15-1888 Hialoa
Hawaiian Paradise Park