UPDATED December 17, 2023 (Changes underlined) – ‘NewsGram 2392/231217 MPCA-MPI USE AGREEMENT FOLLOW UP #2’, issued today, includes an undated attachment, ‘Club/MPI User Agreement Update’, the Board’s report of progress to date with the club on the issues of enforcement of the terms of the Use Agreement. Under the heading ‘Amend 2015 Use Agreement’ is this: ‘Considering a community vote to ratify the new agreement.’.  While ‘considering’ such a vote is a step in the right direction, an affirmative and much less tentative declaration we feel is long overdue, years overdue, at this point in the process. 

We’re glad that the Board now recognizes the conclusion of our own Board-appointed Strategic Planning Committee, in its Final Report of 2022, prepared by 11 distinguished residents here, two of whom are former Green Cove Springs mayors, and one who’s our current Board President:

“The Board should advise the Club that it intends to enforce the Use Agreement’s Terms as supported by 77% of the residents or renegotiate the Agreement and bring it to the community for a vote.”

Yes, they’re renegotiating the Agreement, but no, it’s still not clear that we are going to be allowed to vote on it.

The current Use Agreement, dated 2015 was not voted on by a single resident here, either. It was implemented in perpetuity, as in forever, by the Developer at the time, who owned but 12% of the property.

Let’s review, again, the legal, ethical and social perils that proceeding without a vote presents to the Board and the community:

Legal Perils – In terms of legal exposure, our own HOA lawyers have concluded that the club is in Breach of Contract. Given the specific violations, nothing less than a complete ‘pass’ on the requirements of substantially most of the current agreement will get the club off the hook, in other words, the Association will be allowing them to breach the contract. Other members or affected parties could potentially have legal remedies from the HOA for failing to enforce the terms of the original agreement, and we residents will have to foot the bill for the defense of the Board members, too.

Next, our Board members have a fiduciary duty to act in the best interests of the HOA. Allowing a vendor to violate a contract without consequence, then modifying the contract to remove the cause for violation(s) cannot be seen as anything other than a breach of this duty, potentially leading to separate legal action against our board members severally and individually. And we will pay to defend our Board members in those cases, as well.

Ethical Perils – Say goodbye to any hope of integrity and transparency in future Board transactions. Modifying a contract without holding the vendor accountable for past violations raises ethical concerns that beggar belief. Will community members lose trust in the Board if they perceive a lack of openness in decision-making? It’s already happening.

Next, other vendors can and are, taking note. What of those who abide by the terms of their contracts. How could this not damage the HOA’s reputation and make it difficult to attract and retain qualified vendors in the future?

Social Perils – The decision to let a vendor continue with forbearance in meeting their obligations will certainly widen the division already palpable within the community. Some members may feel betrayed or ignored, leading to conflicts and a sense of injustice. May feel? That’s already happened, too. Yet the Board blames others; their position is ‘It’s time for the community to come together and resolve to end the divisive postings on social media and negative rhetoric originating by a clear minority of owners.’  The Board is dismissive of the breadth and depth of the community’s protest at its peril.

And if the community is so supportive, and the opposition so meager and tenuous, what do they have to fear from a vote on this very important issue? 

Moving on, we can’t help but pointing out that like the potential for damage to all vendor relations, don’t be surprised if this increasingly public rancor affects the very property values here some seem insistent on ‘preserving’, even in the face of contrary evidence that the club they defend without our interests represented at the negotiating table favors our neighborhood with a ‘value’ that exceeds that of all comparable communities in the area. 

And, If community members believe their concerns are not being addressed, they will disengage from all HOA processes, leading to even more apathy and a lack of involvement in community affairs.

In ‘considering’ this issue, we see no alternative but that the continuation of the Use Agreement, in whatever form it takes, be approved by nothing less than a community-wide vote.

– Magnolia Residents