By Susan Thompson | Lake Panorama Times
At its July meeting, the Lake Panorama Association (LPA) board of directors voted to move forward with proposed changes to the association’s bylaws. An informational meeting for LPA members was held Aug. 12 at the Panorama West Clubhouse.
At that meeting, John Rutledge, LPA general manager, reviewed the proposed changes to the LPA Bylaws. The bylaws convey certain authorities from the LPA membership to the LPA board of directors. The bylaws cannot be changed by the board. Instead, changes must be voted on by LPA members.
It has been 15 years since the LPA Bylaws were amended following a membership vote. Rutledge said although most have aged well, there are some sections where updates now are needed. He said several changes this time around are minor adjustments, while others are more substantive. All changes have been reviewed by LPA’s attorney.
Printed copies of the current bylaws with proposed changes shown in red were distributed to those in attendance, along with a summary of the proposed changes.
Rutledge outlined changes in the membership section that provide additional detail on what constitutes a membership.
“The current bylaws define a member very narrowly. This was a good definition when properties were owned by an individual or a married couple,” he said. “Now properties often are titled to a trust or a corporation. This change recognizes the estate planning most members use and bring the bylaws up to date with how LPA currently operates.”
Minor wording changes are proposed for the section on combining lots, making it clear combination of lots requires mutual consent of LPA and the member. It also clarifies combination can be done either by replatting or the use of a combination form, which is what the LPA has done for decades.
The bylaws prohibit a director from serving more than two full terms on the LPA board. Rutledge said updated language is being proposed to avoid any confusion created when a board member is serving a short term.
When a board member resigns or isn’t able to complete a term, that open seat is filled by appointment. “The appointment lasts until the next election, which creates a short term for one of the directors elected. This amendment clarifies the short term is not counted towards the term limit, and the board candidate still is eligible to serve two full terms of three years each, provided their election would not result in them serving more than eight years consecutively,” he said.
The current bylaws require a lengthy process to present any ballot measures to the LPA membership.
“This timeline is representative of an era where everything was done via the U.S. Postal Service, and long lead times were necessary,” Rutledge said. “This proposed change would allow informational meetings to be held 21 days prior to a special or annual meeting, instead of 45 days prior.”
Making it clearer how members can provide feedback at monthly LPA board meetings is another proposed change. Rutledge said the current bylaws require members to submit a written request 10 days prior to the board meeting, asking to be placed on the agenda.
“The board has provided an open forum for years,” Rutledge said. “This change brings the bylaws into line with how the board currently operates and provides a more accessible chance for members to directly address the LPA board.”
In another section, proposed changes include new language that clarifies several aspects of tallying ballots. This includes how ballot counters are appointed, empowers ballot counters to determine what constitutes a spoiled ballot, allows ballot counters to perform a preliminary tally on the day prior to the meeting, and sets the protocol for resolving a tie.
“The first three changes bring the bylaws into line with how LPA has been tallying votes for decades,” Rutledge said. “A new provision highlights how a tie vote will be handled in the case of a director election. If two directors tie for an election, the board shall order one recount of the vote to confirm the vote total. If a tie remains after the recount, the winner of the election is drawn by lot.”
The current bylaws don’t specify the voting threshold required for the membership to amend or change the bylaws.
“For this reason, the threshold defaults to Iowa Law, which is a very high bar,” Rutledge said. “Iowa Code requires two-thirds of the votes cast, or a majority of the voting power. Because LPA’s voter turnout ranges between 20% and 30%, we will never achieve a majority of the voting power. Thus, we operate with a threshold of two-thirds of the votes cast.”
The proposed language would change the threshold to a majority of the votes cast. “LPA would like to ensure the bylaws provide us the flexibility to adapt to the everchanging landscape in which we operate. We believe this change will make future adjustments to the bylaws more achievable, including future efforts to review and rebalance the dues structure,” Rutledge said.
This ballot measure regarding proposed changes to the bylaws will require two-thirds of the votes cast to be “yes” votes for the changes to be approved. If approved, all subsequent ballot measures would require a simple majority of votes cast.
Ballots will be mailed to all LPA members in late September, along with a written summary of all changes. The summary will include a website link for viewing the full document. Members who prefer a hard copy may contact the office and have a copy provided to them at no cost. Also included will be a special numbered envelope that must be used when returning completed ballots. Completed ballots can be mailed or delivered to the LPA office.
Ballots also can be brought to the special meeting Oct. 15, which will be held at the Links Lounge + Events at Lake Panorama National. The meeting will begin at 6 p.m. The only business to be conducted at this meeting is the final tabulation of returned ballots and announcement of the results.