From The Blog
A Letter from the Chair
Dear KICA members,
We’ve seen substantial discussion on various Kiawah electronic platforms regarding the decision to expand the board and appoint two new board members. With this communication, my objective is not to alter one’s opinion, regardless of current viewpoints on this topic. However, I do think it is our responsibility to present the facts accurately.
Before I do that, it is with regret that I announce the resignation of Jimmy Bailey as Chief Operating Officer. He has served admirably for 9 years. The most recent community survey, with over 3,000 respondents, was one of the most positive in our history. We wish him well in his future endeavors. At this time, I am pleased to announce that Shannon White has agreed to serve as the interim Chief Operating Officer. She has been an outstanding employee and manager over her 24-year career with KICA. I have every confidence that Shannon will do an excellent job with a smooth transition and excellence in ongoing services.
Returning to the topic of board expansion, various statements have been circulated as fact. The purpose of this communication, is to clarify the fact base, as follows:
1) Does KICA have the authority to take this action to expand the board?
The board has the clear authority per the Covenants as published on the KICA website, to expand the board to nine or 11 seats (refer to Section 3).
2) Does KICA have the authority to make appointments, rather than hold an election, for any vacancies?
The board sought and received a legal opinion that stated that it was within the board’s authority to fill vacancies, including vacancies created by the expansion of the board. That legal opinion can be found here.
3) It has been stated that the board requested multiple legal opinions and that they were in conflict. Why was the specific lawyer chosen to render an opinion on this topic? Why was only part of the decision published on the KICA website?
One opinion was sought under formal auspices of the board – conducted by Allie Jett of Jett Law Group. Allie grew up in the Lowcountry, and her family still lives here, and she continues to maintain close ties to the area. Allie’s firm is fully licensed in South Carolina and specializes in real estate and homeowner association law. KICA has held an association with Jett since 2013 when she represented KICA in its successful defense of a well-publicized suit filed against the association by Kiawah Partners. Allie and KICA prevailed at the Circuit Court and Appellate Court (2017), and since then has provided other legal services on an as-needed basis. Given Jett’s long-standing relationship with KICA, her firm is an obvious and trusted source to request an opinion on this topic.
While some information has been circulated that KICA formally sought multiple opinions, this is not true. However, it is true that multiple lawyers on the island have contacted the board with their own opinions. Some have hired outside law firms. It is not surprising that the information from various sources is in conflict. We have been contacted by lawyers supporting both sides of the debate. However, the board decisions have relied on the opinion of Allie Jett.
Regarding the publication of excerpts versus the entire opinion on the KICA website, this was simply an attempt to simplify communications to focus on the most relevant items. As noted above, the full opinion has been published here.
4) What was the timeline and process to expand the board?
The topic of board size and composition was initiated among the board before the 2021 Board of Directors Election results were known and announced on Feb. 8, 2021. At the Feb. 8 public board meeting, a proposal to expand the board to nine seats as permitted under KICA covenants, and appoint the 2021 Board of Directors Election candidates who received the third- and fourth-most votes, was discussed.
5) A petition was executed to direct the Board of Directors to reverse the appointment of the two directors and mandate an election for the new board seats. Why wasn’t the petition published on the KICA website – or alternative means of providing access to the full KICA community granted by the board? What was the outcome of the petition?
The petition did not meet the minimum thresholds required to support a referendum mandate, regardless of the definition of authorized voters as defined in the Covenants for this purpose.
Petition organizers made two requests before the petition went out. The first was whether or not electronic signatures were acceptable; and the second was a request to publish the petition on the KICA website. We immediately confirmed that electronic signatures are acceptable; with two requirements to publish the petition on the website. The first was to inform the community that KICA was not obligated to publish the petition; and the second was that the question published in the petition was to be stated neutrally, without salesmanship from either side. The parties initiating the referendum petition presented the petition that ultimately went out to the KICA board. We quickly responded to the drafters of the proposed petition that we believed the wording of the petition was not neutrally stated, as provided in our conditions, but offered to have a revised draft turned around to them in 24 hours. In that 24-hour period, the petition, as drafted, was published.
As discussed in the recent open community forum, KICA is not authorized to release personal email addresses for community members.
Nonetheless, the board takes seriously the sentiments as expressed by the numbers of community members that signed the petition, along with the many who have voiced support for the current board and the new appointees including former board members, elected Town of Kiawah Island officials and others.
6) A lawsuit has been filed against KICA and the Board of Directors, alleging improper board expansion and appointment of the new directors. What are the implications for the KICA community?
The suit has been filed by three individuals. At its essence, the suit is requesting a declaratory judgment to invalidate current director appointments and mandate an election, along with the requirement that KICA make available the personal email information of KICA community members.
If the plaintiffs are successful, the KICA members will be liable for those legal costs incurred by KICA in defense of the suit. No other awards are sought; however, the defendants include KICA and all current named board directors.
We will do everything in our power not to let this distract us from focusing on the many important issues facing the community ahead.
In closing, I would like to focus the community on the outcome at hand: while many may continue to debate the process – the reality is that today, KICA has a highly capable, nine-member board comprised of a range of professional experiences and perspectives – with deep expertise across many disciplines including financial, operations, legal, marketing, technology, and HR, among others. The board is comprised of residents across a range of Kiawah neighborhoods, including members with full-time professional careers along with others holding other charitable and board associations, and some are club members and others aren’t. Three members of the board are women, which is a demographic we’ve not always successfully attracted to board service.
At this juncture, I would like to direct full attention and energy towards addressing the issues at hand across our unique community. From the many inputs I have received, I believe that the majority of our community is similarly focused, with the desire to put distractions behind us and productively move forward.
There’s a saying about “assume positive intent, and good things will follow.” Regardless of our differences on this issue, we all share the goal of a positive future for Kiawah. With shared positive intent in mind, it is my hope we can all come together to achieve that future.