Hey everyone,
It’s that time of year again! That’s right, time for the
annual meeting.
Annual election time. The 4th annual meeting should be a
fun one, with lots to discuss.
It has come to my attention that Phil Jones is no longer
an employee of Boyne. I do not know the details of his abrupt departure but I
am sure an explanation will be forth coming. As all of you are aware, Phil was
appointed to our Board of Directors in 2006 and his seat as a director will be
filled. I will provide you with the details as I get them.
In the letter announcing the meeting I noticed some
things that should be brought to all owners’ attention.
1st is the number of director position up for election.
The letter states that there are two positions up for
election. I will contest this assumption. While there is no question that Steve
Rice’s and Dan Aitken’s positions are up for election I venture to propose that
the seat held by the developer is also up for election!
Yes, I said it! The developer’s seat is up for
election!!! Now Boyne and Steve Kircher will argue different of that I have no
doubt.
However let’s review the bylaws and surrounding facts.
According to article 11 section (C)(1)
“the developer shall have the right to designate at least
one Director as long as the Developer owns and offers for sale at least 10% of
the Units in the condominium or as long as 10% of the Units remain that may be
created.”
I will re-emphasize that the developer has to offer for
sale the units it holds. It cannot hold them to retain the right to appoint a
Director to our Board. According to information provided by Boyne realty, the
MLS and tax records, the right, as defined by the exception according to the bylaws,
is in question.
The other part of the equation Article XI section (C) (3)
“if the Developer is retaining only 1 directorship it
shall be a 2 year term”
According to the Annual state filing there were no
changes of directors or officers from 2002 until 2006. The officers and
directors of the association were Steve Kircher, Steve Mathews, and Ed Dembeck.
In 2006 we elected to the Board of Directors Dan Aitken
and Steve Rice to two year terms (as
provided for in article 11 section
(C)(3) per highest number of votes) and Randy Frykberg and Gary Bloodworth to
one year terms (both re-elected last year). Phil Jones was appointed by the
Developer in 2006 to a two year term.
Since we are voting for seats held by Steve and Dan it
calls into question the right of the developer to appoint the seat held by Phil
Jones. According to the information provided by Boyne realty tax records and
other real estate information collection, Boyne is no longer offering MGL units
for sale.
Another issue would be the intangible legal state of the
units now offered for sale. If any of the units have been rented or occupied by
any guest at any time they are no longer “New” hence the end of the development
phase. (how many people buy a “New” home
that has been slightly lived in. If someone has been living in the home it is
no longer New).
By renting the units, the developer has created an
“implied ownership”. So regardless of
whether or not a unit is for sale by the developer, rental use by the developer
would change their intent of ownership to be no different from yours or mine.
While this does not take away any voting right as defined
in the bylaws, it does take away the right to appoint a position to the Board.
If Boyne wants someone on the Board of Directors, that someone needs to be
elected just like any other candidate.
I will formally contest this issue to the Board of Directors
and ask that it be resolved prior to the election and all owners notified as to
the outcome.
Now for the second issue:
I brought this up a while back about the election of
Officers to our Association. Every year the Board must ELECT, (not appoint), officers
to run our association. EVERY year these positions are open, yet the Board
NEVER announces these positions. The positions open are Vice President
Secretary and Treasurer. The Position of President is reserved for a member of
the Board per the Bylaws. All of the positions serve at the pleasure of the
Board
Please make no mistake these ARE VERY IMPORTANT
POSITIONS. Anyone can offer to be a candidate. The Board of Directors may not
elect you but at least you offered to volunteer. If the Board makes a bad call
by whom they elect, you further your right to challenge them and hold them, the
officers they elect and the agents they employ, accountable for their decision
and the outcome of those decisions.
By not volunteering to be in these positions, you limit
your ability to effect change and development of your Association and
investment.
If you are not happy or satisfied then volunteer, our
association needs you.
I know many are concerned about the time and distance
meeting issues.
Do not be. Present
has been legally defined as a conference call or web conference for many years.
If you can operate a phone or computer then you can be present too.
Will volunteering take time and energy? Yes. Anything
worth doing does and anything not worth doing is never productive. Therefore,
without time and energy, this Association will never be productive nor the
investment we have made.
If you are satisfied and think all is in good health,
then you probably are not a member of this group or care for my opinions ideas
or commentary.
The last time I checked the Owners of this association
are highly educated and successful individuals who rival any of the Boyne
employees elected to run our Association.
The MGL Association is YOUR COMPANY, ITS YOUR INVESTMENT,
ITS YOUR FUTURE; if you do not like It CHANGE IT.
I will be running for the Board of Directors and I hope
to see you at the annual meeting!
Regards,
Robert
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Robert,
Excellent point about the developer's board position, do we know how this was handled in any of the other associations at Boyne that have been around longer than the MGL? Such as the Disciples Village, of the Inn at Bay Harbor?
Thanks,
Gene
Folks:
When the Master Deed was first recorded (prior to the start of construction) Boyne Properties, Inc. was named in the Master Deed as the Developer, but in 2003 prior to the sale of any units title of all units was conveyed to the Mountain Grand lodge and Spa, LLC (MGL&S. The Michigan Condominium Act (section 135) automatically makes MGL&S a successor Developer. Also, the second amendment to the master deed recorded in 2003 stated that MGL&S was assuming the role of Developer for the project. Then all sales of units were by MGL&S to the new co-owners. MGL&S is the Developer and still owns enough units to have a representative on the board. We have selected Cindy Johnson as the Developer Board representative. Cindy's financial background will be a good resource to the Board in helping control costs and grow occupancy for the MGL&S.
All of the residential units held by the Developer are for sale. In consideration of co-owners in the MGL&S that have their unit up for sale the Developer has withheld aggressive marketing and advertising of Developer owned residential units. To advertise all Developer residential units for sale would bring the number of units for sale in the project to number that would diminish the values of project as a whole.
I assure all co-owners that we are doing our best each and every day to run the MGL&S facility as efficiently as possible. We don't mind being held accountable and are always open and appreciative of comments and suggestions from co-owners on how we can continue to improve.
Ed Grice
General Manager
Boyne Mountain Resort
231.549.6071 phone
231.549.6827 fax
231.675.6141 cell phone
egrice@boyne.com
Ed,
Thanks for the update and clarification on the developer and successor developer. You will have to forgive my misinterpretation. Apparently, when the Developer sold me my unit they did not feel it important enough to give me a correct and complete copy of the condominium documents.
Maybe you could be so good as to send me a complete and updated hard and electronic copy I will post the electronic version so that all owners can be sure they are reading the right documents. This will certainly help to reduce any future misinterpretations. On the topic of sending stuff we never received a breakdown of the packages like you promised us, do we have an expected delivery date for that?
I guess that brings us back to my original argument then about the exact wording and intent of the bylaws. The developer under whatever name he would like to use does not have the right to appoint a director to the Board just because he owns the required number of units. The units as stated in the Bylaws must be for sale.
You state that all of the residential units are for sale. Do you have documentation to support this? Have the units been rented to guests? Has the developer received income from these units? If the developer has received income from these units then they are no longer new. If the units are no longer new and are not for sale then the developer has taken ownership of the units (not just post development possesion with intent to sell) making his possession no different from any other owners. By taking ownership of the units and not continuing to have them for sale the developer loses his right to appoint a director to the board.
Now I know you stated that out of consideration for owners who have their units for sale the developer has withheld aggressive advertising and marketing. However, Ed I am going to have to call B.S. on that statement.
First, the developer through his real estate company has been marketing and advertising in the lobby of the hotel since the doors opened. Some owner’s tried to sell their units through the real estate company owned by the developer, however the real estate company would not sell them, or is it could not sell them, because they were too focused on trying to sell the new Creekside development (kind of like steering in real estate terms). Now I could digress and go into supply and demand as affected by new developments (like the chalets) and the effects it has on property values, rental income / heads in beds, but I can start a whole other discussion on that, so I won’t.
I will digress to point out that the developer did use false and misleading statements and documents during the original sale of MGL units; Is that what you meant by aggressive marketing and advertising?
Let’s review on your statements regarding the value of our units. You stated that if the developer markets for sale the units all the units he has, all our units will decrease in value. Well that implies that we overpaid to begin with (the benefits of aggressive marketing and advertising I guess?). It also implies that the developer in order to manipulate the market in an attempt to price fix Boynes real estate market pulled units off the market or never released for sale certain units.
And further digression:
Ed, when you asked to be part of this group, you asked, as a representative of Boynes interest. So let me ask you. Are you representing Boyne or The Mountain Grand Lodge and Spa? Or are they one in the same?
I realize your job is to manage the hotel and some of the issues and questions presented here are beyond your scope of authority. Unfortunately you have been tasked you with the chore of addressing said issues presented in this forum so the accountability is yours. If I am misguided in this respect please clearly define your role and responsibilities as the relate to the MGL.
I am glad the developer has selected Cindy Johnson as the replacement for Phil Jones. Is there any explanation for the sudden departure of Mr. Jones? Owners have right to know why Directors are replaced or removed.
Your assurance is to the effort you put forth in running the hotel is always appreciated and acceptance of accountability is always reassuring.
I will continue to question Boyne/MGL&S actions on all fronts as I will question actions of the Board of Directors. Unfortunately for the owners the MGL&S or Boyne realty or Boyne Properties INC. and its affiliates have developed a pattern of behavior that requires owners question their actions.
To Mr. Carlson’s point maybe a Laywer or Judge should review our situation.