From The Blog
Resolution of the KICA Board of Directors
At a recent monthly meeting of the Kiawah Island Community Association Board of Directors, questions were raised regarding various topics including, but not limited to, three subjects: 1) the KICA Chief Operating Officer has held a complimentary provisional membership in the Kiawah Island Club which was provided by the Kiawah Partners; 2) in March, 2022, a few days after one of the parties to an Abandonment, Relocation, and Grant of Easement Agreement became a KICA Board member, the agreement was finalized and then filed with the Charleston County RMC office without a prior vote of the KICA Board; 3) the KICA employee health insurance plan was renewed without a prior vote of the KICA Board. After due consideration by the Board of Directors, members of the Finance Committee, consultation with the Chief Operating Officer, and consideration of the opinions of two outside legal counsels, we offer the following.
Membership in Kiawah Island Club
For many years, the Kiawah Partners provided a complimentary provisional membership in the Kiawah Island Club to the predecessors of our present Chief Operating Officer. When Ms. White became our Chief Operating Officer, the complimentary provisional membership continued without any controversy. During her tenure, Ms. White has made use of the membership on a single occasion, for business. Recently, the propriety of the membership has been questioned – as a potential conflict of interest, or as the appearance of a potential conflict of interest.
In order to eliminate any and all concern, Ms. White voluntarily resigned her membership in the Kiawah Island Club. The Board appreciates her prompt action and recognizes that the historical provision of this complimentary provisional membership explains its initial acceptance by Ms. White. However, as the membership could be perceived as a potential conflict of interest, it is the Board’s view that the membership should have been designated on Ms. White’s conflict of interest form.
With respect to the Easement Agreement, the Board has received advice from two separate and independent law firms and is in agreement that the 2018 Financial Controls Manual (“FCM”), which was the governing document at the time, is ambiguous as to the required approvals for this type of request. It is the Board’s conclusion that the Chief Operating Officer did not violate the FCM in this matter.
While we made positive changes in the 2022 FCM, we will further require Board approval for any transaction that would be considered a conflict of interest that involves the Chief Operating Officer, a Board Member or a Board Member-Elect that is expected to have oversight or management responsibilities over KICA.
Renewal of Health Insurance Benefits for Employees
At the February 6, 2023 Board meeting, the issue of health insurance for employees was raised. At this meeting, the allegation was made that the Chief Operating Officer had signed the health insurance renewal contract without Board approval, in violation of Chapter 4 of the FCM.
It is the Board’s view, which is consistent with the view of outside counsel, that the health insurance renewal issue is not governed by Chapter 4, but by Chapter 12 of the 2022 FCM, and thus the Chief Operating Officer did not violate the 2022 FCM by not obtaining additional Board approval before renewing the health insurance.
During Ms. White’s employment as Chief Operating Officer, the Board has expressed strong approval of her performance as is documented by her formal performance evaluations. The Board continues to have confidence in the performance of Ms. White as KICA’s Chief Operating Officer and our staff members, as a whole.
Going forward, personnel matters involving KICA staff will not be addressed in public forums, but rather directed through either the KICA Chair or an individual board member.
On May 1, 2023, the Board voted 5-2 in favor of the Resolution. Jerry McGee, Beth Zampino, Lisa Mascolo, Kevin Donlan and Amanda Mole voted in favor. David DeStefano and Alex Fernandez voted against.