My take on proposed bylaws amendments: vote against them

Members of TRCC have an important decision to make – whether to vote for or against proposed amendments to Club Bylaws. A no vote is a no brainer for Social Members, but even Golf and Associate Golf Members have more to lose than gain from these amendments in the long run.

To understand the amendments being proposed, we need to first understand how TRCC governance is structured. In a nutshell, our existing bylaws give an overwhelming – and disproportionate – share of Board representation and voting power to Golf Members. Despite the fact that Golf members currently comprise only about 1/3 of club members, our current bylaws mandate that Full and Associate Golf Members have 12 representatives on the Board (8 Full Golf and 4 Associate Golf). By contrast, Social Members, who currently comprise about 2/3 of members, are limited by our bylaws to just 2 representatives on the 15 member Board. In addition, each Full Golf Membership gets 4 votes and Associate Golf Memberships get 2 votes for every 1 vote provided Social Memberships on most ballot measures. (Note that each household is considered one membership.)

This situation is not the result of a concerted effort on the part of Golf Members to amass power. Rather, it's due to the fact that we are still being governed by bylaws written by the developer of Governor’s Land in 1991 to reflect the club that Governor’s Land was then, a club in which Golfers were a majority of the club community and paid the lion’s share of the dues – ten times what Social Members paid. Because Associate Golf Members - and to an even greater extent Social Members, have less Board representation and voting power, two Articles of the bylaws, Articles XIII and XVII, provide protections for them. In brief, these Articles mandate that changes to bylaws that affect the dues index, rights or privileges of Associate Golf Members and Social Members require a substantially higher vote threshold to pass - in some cases 2/3 of eligible votes of all members and "yes" votes from a majority of eligible voters in the membership class affected by the change. It is these protective bylaws, not the bylaws governing Board composition and votes per membership, that the Board hopes to change in the upcoming vote.

Let’s reiterate that point. The proposed amendments to our bylaws that are currently up for a vote target the bylaws governing changes to the dues index, rights or privileges of Associate Golf and Social Members. The Board has clearly stated that, "these amendments make it easier for the membership to make changes in the bylaws" (Exhibit A of Voting Material for Proxy Bylaw Amendments). Therefore, voting for the proposed amendments will make it easier to pass changes affecting the dues index, rights, and privileges of Associate Golf and Social Members. Equally important, the proposed amendments make no change to the portions of the bylaws that dictate TRCC Board composition or votes per membership category. Bottom line: If the proposed amendments pass, Social Members will continue to be vastly underrepresented in TRCC governance, but their protections will have been weakened.

You can easily confirm for yourself that Articles XIII and XVII are the targets of the proposed amendments by simply looking at the copy of the bylaws, with revisions shown, that was sent to each of us and is available online as Exhibit B of the Voting Material for Proxy Bylaw Amendments.

Why is the Board asking Social Members to weaken their protections without also addressing their underrepresentation on the Board and in voting?

That’s the million dollar question, but so far the Board hasn’t provided much of an answer. The Board’s action in placing the current amendments forward for a vote before addressing inequities in Board composition and voting is particularly puzzling because it represents a complete about face from the approach that was presented to members in June at the Bylaws Presentation. That presentation clearly articulated an approach to revising TRCC bylaws that would have first made the composition of the Board more representative and provided voting parity for all members (one member/one vote). Only after that would the membership have been asked to lower the voting thresholds outlined in Articles XIII and XVII.

Why are the protections afforded by Articles XIII and XVII so important?

If TRCC were a non-residential, recreational club, the protections afforded by Articles XIII and XVII would not be nearly as consequential. If the Board enacted changes that a member found objectionable, he/she could simply quit and join the pool or tennis club down the road. However, because TRCC membership is mandatory for every Governor’s Land homeowner, changes to an Associate Golf or Social Members’ dues, rights and privileges could potentially make living at Governor’s Land unaffordable – and adversely affect the salability of the member’s home.

For Social Members, who are most underrepresented on the Board and in voting, Articles XIII and XVII represent vital protections that are needed until such time as Social Members get equitable Board representation and voting equality. The proposed amendments would weaken those vital protections without offering anything in return.

One last point deserves mention. It is not Golf Members as a membership group who are responsible for derailing the fairer bylaws revision process outlined in the June Bylaws Presentation. It is our Board. I believe that Full Golf, Associate Golf, and Social Members are capable – and desirous - of coming together to form a cohesive club through a fair-minded bylaws revision process in which each group concedes some things and gains others. We appeared to be moving in that direction until the Board chose to reverse course and pursue the path of divisiveness.

When members are pitted against members, we all lose. Members of all categories - please hold out for the harmonious, united club and community that we all want and deserve. Vote against the proposed amendments!

Talk to Your Neighbors! Spread the Word! Vote Against the Amendments!

Links to Exhibits A and B of Voting Material for Proxy Bylaw Amendments

This op ed provided a broad overview of the proposed amendments. In future articles, we’ll take a critical look at some of the arguments advanced by the Board in support of them. To make sure you stay in the loop, sign up on the Home page to get posts sent to your inbox. In the interest of finding common ground, I welcome other viewpoints. To submit a letter or contact me, write to newsandviews@commongroundgl.org.. This opinion piece was written by, and represents the opinions of, Dr. Ellen Fithian