By Susan Thompson | Lake Panorama Times
John Rutledge
At its July meeting, the Lake Panorama Association (LPA) board of directors voted to move forward with proposed changes to the association’s bylaws. In this month’s Q&A, John Rutledge, LPA general manager, answers questions about the reasons for the proposed changes and the process for amending the LPA bylaws.
Q: At the July 23, 2024, LPA board meeting, the board approved a plan to propose an LPA Bylaw amendment for a 2024 vote. For background, can you review how the bylaws fit into LPA’s governing documents?
A: LPA’s governing documents are best described as being three tiers. The bottom tier, or foundation, is the LPA Covenants. As members may remember, the covenants were reaffirmed at the May 14, 2022, annual meeting. This vote was 484 yes, and 20 no, resulting in an affirmative vote of 96%.
The second tier of the LPA governing documents is the LPA Bylaws. The bylaws convey certain authorities from the LPA membership to the LPA board of directors. These cannot be changed by the board and must be sent to the membership for amendment.
The third tier of LPA’s governing documents is the LPA Rules and Regulations, which also include the LPA building codes. These can be changed by the LPA board of directors. This process always follows a diligent study and review by committees made up of members, such as the building codes committee or water safety committee.
Q: Why is an amendment to the bylaws being proposed, and what does the amendment include?
A: The last time the LPA Bylaws were amended was 15 years ago. Although most have aged well, there are some sections where updates are warranted. Several changes are minor “housekeeping” adjustments, while others are more substantive. All changes have been reviewed by LPA’s attorney. Here are some highlights:
Definition of membership – LPA’s Bylaws currently define a “member” very narrowly. This was a good definition when properties were owned by an individual, or a married couple. Now a large number of properties are titled to a trust or a Limited Liability Corporation (LLC). LPA’s rules and policies ensure all members are treated equally, regardless of whether they are titled to an individual, a couple, a trust or an LLC. This change simply recognizes the estate planning most members use as it relates to how their properties are titled.
Term limits for directors – The bylaws prohibit a director from serving more than two full terms on the LPA board. The amendment to this section of the bylaws does not seek to change this but rather to clarify it. On occasion, a board member is unable to complete a term due to unforeseen circumstances. When this happens, that open seat is filled by appointment by the remaining board members. The appointment only 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 toward the term limit, and the board candidate still is eligible to serve two full terms of three years each. Legal analysis of our existing bylaws determined this already is permissible under current language, but we believe clarification is beneficial to avoid confusion.
Informational meetings for ballot measures – The bylaws require a lengthy process for presentation of any ballot measure. This timeline is representative of an era where everything was done via the U.S. postal service, and long lead times were necessary. This results in informational meetings being held in February, while many members are still traveling for the winter. We are proposing a change that would allow informational meetings to be held three weeks prior to a special or annual meeting, instead of two and-a-half months prior to the meeting.
Also included in the elections category is a confirmation the committee of ballot counters can perform a preliminary count prior to the annual or special meeting. This has been a longstanding LPA practice, as it is impractical to count hundreds of ballots during the meeting itself. The committee meets on the day prior to the annual meeting and performs a confidential, preliminary count of all ballots received. They then tally the few remaining ballots that arrive at the meeting itself, which allows for announcement of the election results at the meeting and in a timely fashion. This change confirms the practice that has been in place for many years.
Finally, there is a new provision that highlights how a tie vote will be handled in the case of a director election. If two directors tie for an election, the board may order one recount of the vote to confirm the vote total. If a tie remains after the recount, the winner of the election will be drawn by lot.
Member feedback at monthly board meetings – 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 and this change provides a less onerous process by which members can address the board.
Future changes to the bylaws – The current bylaws do not 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. 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 are operating with a threshold of two-thirds of the votes cast.
I have studied elections of this nature, and a two-thirds threshold is nearly impossible if the issue at hand is even the least bit controversial. As a result, the governing body repeatedly puts the question to the voters, until the voters are exhausted and eventually give in and approve the changes. The process is prolonged, divisive and costly. This is not how LPA should seek to govern itself. For this reason, we are proposing the bylaws be amended to explicitly state any future changes to the bylaws must achieve a majority of the votes cast to be approved.
To be clear, 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.
Q. What is the calendar for this process?
A. The informational meeting will be held at 6 p.m. on Aug. 12 at the Panorama West Clubhouse. The special meeting and corresponding ballot deadline will be at 6 p.m. on Oct. 15 at the Links Lounge + Events. Ballots will be mailed in late September to ensure members have ample time to cast their vote and return it to LPA.
Q. Where can I learn more about this?
A. In early August, LPA will provide information about the proposed changes and voting process in the weekly Panorama Prompt e-newsletter. This will include a link to an online, redline version of the LPA Bylaws showing the proposed changes. This will allow time for member review, feedback and questions in advance of the Aug. 12 informational meeting.
Q. Any final thoughts on this topic?
A. I am in my 17th year as LPA general manager and my 20th year of public service. Saying that makes me pause and reflect on how quickly time passes. But in nearly two decades, I’ve learned one critical lesson about our work — good government is boring. I recognize this may not be the most interesting Q&A you’ll read this year, but I can assure you it is part of a continuous and important effort by the LPA board, staff and attorney to make sure our governing documents remain current and protective of your investment at Lake Panorama. n