Jun
27
2024
From The Blog
Member Feedback Guides Revised Covenant Amendments; Board to Vote on Recommendation July 8
Since the beginning of the year, KICA’s Governance Task Force has been working to refine and recommend four vital amendments to the association’s covenants. These amendments include (1) eliminating the developer-appointed KICA board seat and the Type E membership; (2) expanding KICA’s authority to operate architectural control functions; (3) clarifying the KICA board’s role relating to the association’s Rules and Regulations – and related enforcement rights and procedures; (4) and updating/clarifying terminology and notice requirements. In April, the group hosted a community forum and collected feedback from community members through an online survey.
The primary changes from the initial versions shared with the community in April include broadening the first amendment to remove the entire Type E (developer) unique membership from KICA’s Covenants. In the second amendment, empowering KICA to operate an architectural control function, whether by assignment or otherwise. In the third amendment, clarifying and simplifying the board’s authority for rules, regulations and enforcement.
The KICA Board of Directors is expected to vote at their monthly meeting on July 8 to decide if they will endorse and recommend the following amendments to be put forward for a vote of the KICA membership.
Amendments
Developer’s Board Seat & Type E Member
The KICA Board of Directors is currently made up of six community member directors typically serving three-year terms and one director appointed by the master developer, Kiawah Partners, with no term limit. When the covenants were written in the late 1970s, the developer (aka Type E Member) was the largest land-owning member in the association, warranting their board seats. Now that the developer has sold most of their residential property, and is nearing the end of its primary development, it is felt that holding one of the seven board seats is no longer appropriate. If passed, the Type E Member will be removed from KICA’s Covenants, eliminating the right of the developer to appoint a seat on the KICA board. The developer seat will convert to an elected community member seat and all seven KICA board members will be elected by all eligible KICA members.
Architectural Control Authority
The original Covenants allow KICA to have architectural control of Kiawah’s common properties, but not all member properties. In late 2023, the developer announced the intention to transition architectural control to the community association. Since responsibilities will be transitioned to KICA, it is important to empower the association to execute the architectural control being transitioned. If passed, this amendment will broaden KICA’s authority to execute the island’s architectural control functions and allow the adoption of these functions in phases.
It is important to note that the Joint ARB Task Force is a collaborative effort among KICA, the Town of Kiawah Island and Kiawah Partners to determine the specific details relating to both governance and oversight, as well as operational structure and timing, all of which will require specific KICA board approval. This covenant amendment authority is the critical Association governance foundation for this effort.
Rules, Regulations and Enforcement
The original Covenants regarding enforcement of covenant violations are very brief and non-specific, necessitating more detailed rights for the association and members. This amendment carefully protects quality of life by asserting the authority of the KICA board to modify KICA’s Rules and Regulations and related enforcement measures. The KICA board contemplates a significant review of existing Rules and Regulations in the next phase of their governance efforts.
Administrative
In the 48 years since KICA’s Covenants were recorded, things have changed. In 1976, email wasn’t widely available and the Town of Kiawah Island didn’t exist. The leader of our organization, our board chair, was referred to as the “President.” This amendment groups together several miscellaneous updates or clarifications to terminology that do not directly impact core governance. It also updates notice requirements from the association to its members. If this amendment passes, the covenants will gain more clarity and accuracy.
Next Steps
If the board votes in July to recommend a vote of the membership, a membership vote will open just after Labor Day from approximately Thursday, Sept. 5 to Wednesday, Oct. 9, 2024. During the summer months, KICA will continue its education and outreach, as well as being responsive to member questions about the amendments and/or the approval process, so the membership will be prepared to cast their ballot. Voting will take place electronically, just like the annual director election. For those members without an email address on file, a paper ballot will be mailed to their home address. The 60% quorum requirement threshold for a covenant amendment is very high. Additionally, 75% of non-abstaining voters must vote in favor of each covenant amendment for it to be approved. In comparison, the quorum for our annual director election is 51%.
Frequently Asked Questions
To dive deeper into the details of the amendments, the process and reasoning, review the Governance Task Force’s FAQS.
Draft KICA Covenants with Amendments
The Governance Task Force has also provided a copy of the KICA Covenants with the four proposed amendments inserted in a redline format.