Corporate Documents Committee

By John Leaman (2010)

          O.R. corporate documents are composed of the Proprietary Lease, which conveys rights to a shareholder (unit owner) to use a specifically designated lot: the By-Laws, which define how the cooperative will be managed; and the Rules and Regulations spelling out the guidance and constraints imposed by the Board on unit owner's actions.  Whereas the Proprietary Lease and By-Laws can only be changed by vote of the shareholders, the Rules and Regulations are controlled by the Board of Directors. 

          Florida Statute 719 and several related state documents now govern the operation of a cooperative, but these documents did not exist when O.R. was established.  Early Boards were in somewhat uncharted waters. Also, in the early days of O.R., it was a camp ground, not the "little city" it has become.  These two situations created the need to update both By-Laws and Rules and Regulations rather frequently.  In the early days updating By-Laws was a particularly arduous task because it could only be done by a majority vote of shareholders at an official shareholder meeting and the meeting required a majority of shareholders to be present in person or by proxy to have a quorum to conduct business.  This was subsequently changed in the By-Laws so that all shareholders' voting was conducted by mail so that all could in fact vote.

          A number of By-Law changes had occurred throughout the 1980's and early 1990's.  Such changes (amendments) were integrated into the By-Laws and the By-Laws voted on by the shareholders and republished in the fall of 1993 and again in the spring of 1996. This was back in the manual typewriter days and somehow a phrase regarding staggered terms for the members of the Board of Directors was left out.  This was detected by no one for many years, so the existing staggered term method was continued until 2003 when a shareholder filed a written complaint regarding By-Law violation.  Upon advice of the CO-OP attorney, O.R. changed to what the By-Laws said, even though the situation was caused by an inadvertent omission that the voters had not consciously voted on. Thus the Board reverted to "unstaggered" terms until the By-Laws could be changed to reflect previous practice and By-Laws situation.

          In 2001 John Egger formally established a Corporate Documents Committee, headed by Shirley Burlingham to develop and recommended By-Law changes to deal with O.R.'s evolution into a "little city". Prior to this the efforts had been accomplished at various times by document committees.    Originally there were tents and relatively small trailers.  Then there were larger trailers, trailers permanently anchored, trailers with add-ons, park models and mobile homes, mobile homes with decks and screen rooms and then major permanent house additions.  The By-Laws had seen continuous upgrading to cope with the evolving progression of units, but often imposed unnecessary constraints on logical progression.  For example, at one point, other than RV's, the only unit that could be brought in was a mobile home and it had to have either vinyl or aluminum siding and membrane or shingle roof.  Then in 1995 Vince and Anita D'Ambrosia were granted permission on a trial basis, by the Board, to construct a "stick built" house on site.  That went well and resulted in a fine house that fit into the O.R. décor, but no By-Law changes were made to permit such construction means on a continuing basis.  Another evolving situation was that the permissible first floor elevation was measured from street level and resulted in periodic flooding of some homes, even without hurricane surges.  All of these problems were addressed by the Corporate Documents Committee and resulted in a series of changes that permitted the very sturdy and durable homes being constructed on site in 2010 with safer elevations.  Some of the most needed changes permitted on site construction; cement based housing, cement block and/or poured reinforced concrete; appropriate siding such as stucco;  any code approved roofing but tile.  Most of these updates had been championed by John Leaman while a member of Shirley's committee.  Incidentally the insurance for a mobile home is double that of a structurally equivalent permanent home, apparently because it is still carried uniquely under the Department of Motor Vehicles.  There is a similar illogical disparity on the discount for hurricane protection measures for mobile homes.

          After Shirley and George Burlingham left O.R. in 2006, John Leaman was asked by Board President Glenn Ludwig to reconstitute the Corporate Documents Committee.  This he did and the committee set about to integrate all previously approved changes into both the By-Laws and the Rules and Regulations and to digitize all documents for modern computer processing.  During 2007 and 2008 the committee spent hundreds of hours carefully doing this and assuring there were no omissions or changes in what had been approved.  In the case of the Rules and Regulations they made some carefully identified changes for Board consideration.  They did propose one separately identified change to the By-Laws to reduce the Quorum requirement for an annual shareholder meeting, as recommended by the CO-OP attorney, since all voting was conducted by mailed ballot.   The Proprietary Lease was digitized so that that the Manager could merely call it up on his computer, fill in the blanks and print out a clean and very professional document as opposed to filling in a reproduction of an old typed copy.  All these documents were provided to the Board near the end of the 2008 season.  The Board sent the integrated By-Laws to the voters for approval as was the proposed Quorum change and the digitized Proprietary Lease.  None were approved, because not enough shareholders voted.  The Board never addressed what was provided to them for the Rules and Regulations. 

Early 2011 the Board of Directors decided to reactivate the Corporate Documents Committee to finish the job that halted in 2008.  The committee was revived with membership being Kay Murry, Andy Bonetti, Glenn Ludwig, Harry Woodhouse, John Stampfli, and John Leaman (Chairman).  They are working toward getting all Corporate Documents fully updated early 2012.

Glenn Ludwig became a Board Member and served as the Board Liaison for the Committee.  Lee Koesoma was added to the Committee.  There was no new documents work to be done but rather work to build enthusiasm to get enough people to vote to get the document updates of 2008 passed.  To do this a set of presentations was developed where each Committee Member had a document topic with Power Point slides used on the TV.  Informational sessions were held for Unit Owners on three (3) consecutive Saturday mornings in an effort to answer all questions and gain support.  The Activities Committee provided refreshments at these sessions.   The package for Unit Owner voting was mailed immediately after the 2012 Annual Unit Owners' Meeting with voting closing March 11.  Just like 2008, not enough people voted to pass anything (204 required), although every item received overwhelming affirmative votes.  This was very disheartening to the committee.  It was thought that, with all the publicity and no items of controversy on the ballot, passage would be achieved.

Once again, although all items being voted receive a great plurality, not enough people voted to cause passage of any item.  An interesting development did occur though.  In the attorney comments from his review of the voting package, he indicated that the recompiled Bylaws with all unit owner approved amendments integrated into their proper place, could be recorded and published as the official document without requiring a unit owner vote.  This would get rid of the multi-amendment situation that had existed for years.  By 2013 the Board had not yet decided to do so.   Also as of 2013, the Board has not addressed the Rules and Regulations update recommended by the Corporate Documents Committee in 2008, although that in use in 2013 is different from that in use in 2008 and that appearing on the WEB site matches neither.  In March 2014 the Committee was re-established to upgrade the Rules and Regulations for Board approval as soon as possible.  However, no upgraded Rules and Regulations were available for Board action until 2015.