May
09
2024
From The Blog
An Overview of Community Feedback on Proposed KICA Covenant Amendments
At KICA’s Annual Meeting this past March, the Governance Task Force announced the desire to pursue four important covenant changes. Changes to covenants require a vote of the membership, so the first step is member input to refine proposed changes. In mid-April, the task force released an initial draft of the four KICA Covenant changes. KICA hosted a community discussion on April 24, and feedback is still being collected through an online survey form.
Many community members have shared feedback with the Governance Task Force, through the recent meeting, the online survey, and directly with task force members. This input will help guide a second draft of recommendations that will be shared with the community and board of directors before the June 3 board meeting. It is anticipated that the board will vote at the June meeting to determine if the covenant amendments should be approved and recommended for a vote of the membership. If approved, a membership vote is expected in mid-August.
Although continuing input is encouraged, a condensed summary of current amendments and member feedback* is below.
*Feedback received as of April 30, 2024.
1. Elimination of the Developer Appointed Seat on the KICA Board
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 developer, Kiawah Partners, with no term limit. When the covenants were written in the late 1970s, the developer owned the majority of the land, making them the largest land-owning member in the association. Now that the developer owns only about two percent of Kiawah’s residential land, and the community is fully established, a mandated developer seat (Type E Member) on the KICA board is no longer appropriate. The task force believes that all board directors should be elected by the members and that the unique developer-appointed board seat should now be removed and replaced by an elected board member.
Member Feedback
Of the member feedback received through KICA’s survey, this amendment had the most members report they would probably vote to approve at 83% (67 of 80). Five respondents reported they would probably vote against, and 8 were unsure.
- Many members’ comments reflected the theme that this change is “long overdue.”
- More than one member suggested removing the Type E Member (aka the developer) category completely from KICA’s covenants.
- The complete removal of the Type E member is under discussion by the task force. The Type E member is mentioned seven times in the KICA Covenants. Six of those seven mentions relate to the rights granted with the board seat and would be eliminated with the proposed covenant change. The single outstanding right granted in the covenants is the easement of enjoyment of common properties for Type E member (developer) employees. However, there may be wider implications due to the decades of previous agreements between KICA and the developer that may reference the Type E member.
2. Expand KICA’s Authority to Operate Architectural Review Functions
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 KICA anticipates a consensual phased transition plan, it is crucial to expand the KICA Covenants to empower the association to execute the architectural control being transitioned. The amendment will broaden KICA’s authority to execute the island’s architectural control functions and allow the adoption of these functions in phases.
Meanwhile, KICA’s Joint ARB Task Force is working collaboratively with Kiawah Partners to determine the specific details of how the transition will occur and the operational structure.
Member Feedback
This amendment had slightly fewer members likely to vote to approve at 76% (61 of 80 respondents). While lower, this percentage would still meet the higher threshold for approval (75%) if a quorum was also met (60%). Three members reported that they would probably vote against the change. About 20% of respondents reported being unsure how they would vote.
- Several members were unaware that the developer expressed the intention to transition architectural control to KICA.
- Many members expressed concern about the details of the transition process. As noted above, the covenant change would certify KICA’s architectural control authority, but the actual governance and operational structure will be determined by a future recommendation from the Joint ARB Task Force and approved by the KICA board. The community will have an opportunity for input on both governance and operational details of a transitioned ARB in the coming months. The covenant change is the foundation for transitioning architectural control.
3. Expand KICA’s Enforcement Authority
This amendment clarifies the authority of the KICA board to create and modify KICA Rules and Regulations. This includes the right to compel compliance for covenant violations and it gives members the right to an appeals process.
This amendment is based largely on an approved 2018 covenant amendment that was not properly recorded.
Member Feedback
This item had the lowest support among respondents at 63% (51 of 80), lower than the required approval. 26% of respondents reported being unsure as to how they would vote. 10% of respondents (8) reported they would likely vote against this change.
- Several members suggested that some of the enforcement language is ambiguous and expressed concern that minor rule violations could result in stringent fines or loss of rights.
- The task force is reflecting on how to clarify any ambiguities. The task force is also considering what level of detail is crucial for the covenants and what should be reviewed in the enforcement section of KICA’s Rules and Regulations.
4. Terminology Updates/Clarifications
This is a group of miscellaneous updates to employ current terminology in the covenants. Since the KICA Covenants were recorded in the 70s, the Town of Kiawah Island was established, so the town will be added, electronic (email) communication is now utilized, and the leader of our organization is called the “Chair” instead of “President.” Here’s an overview of the recommended changes:
- Add the “Town of Kiawah Island” along with Charleston County references. The town was not established when KICA’s covenants were written, so this is just an overdue update.
- Including the phrase “at least” with references to fractional or percentage requirements. This is just a clarifying point.
- In one section title “Corporation,” was mistakenly used instead of “Association.” “Corporation” could mean various organizations, so using “association” clarifies the section in reference to the community association.
- Changing “President” of the association board to the current terminology of “Chair.”
- Changing “Notice” requirements to permit electronic notification, along with direct mailings, and for consistency with current KICA By-laws.
Member Feedback
No respondents reported that they would probably vote against this, but this amendment received the highest reported uncertainty at 34%. 66% reported that they would likely vote to approve this amendment.
- Most members who commented were not clear that this group of recommended changes is administrative and that the terminology updates or clarifications do not impact governance, but improve the accuracy of communication in the covenants.
- The task force will seek to clarify that this amendment is administrative in nature.
Next Steps
It is anticipated that a subsequent draft of the recommended amendments will be shared with the community for input and the board will vote to finalize the recommendations in June. This would authorize the changes to be shared with the community for an official vote of the membership. The member vote is anticipated to open in mid-August and be open for one month, closing in mid-September. Voting would take place online, like the annual director election.
For a change to KICA Covenants, 60% of households must participate to meet the quorum requirement. (If a quorum is not achieved, a second vote will be initiated with a 50% quorum requirement.) Once the quorum requirement is satisfied, for any change to be approved, 75% of participating households must vote in favor of the change
More information will be provided to the community over the coming weeks and months, but members are encouraged to be fully informed and to make a commitment to voting at the end of summer. This will be an important vote that guides community governance.
Release of Member Comments
At the time this article was drafted, 80 members had participated in the online survey. Member comments are available to view below. (Identifying information, such as names, has been removed.) Comments are still being accepted through May 20 – click here to share feedback.