Letter from a member

Terravita Country Club Members:

I urge you to sign the “Petition to Remove 6 of 7 Terravita Country Club Board Officers,” (if you haven’t done so already), so we can have a Special Meeting to vote on their removal.  This includes the recently appointed Board member.

This is necessary because the Board entered into a 5 million dollar 20-year loan with Chase Bank in April to remodel the Clubhouse.  The Board has never borrowed money to pay for such an extensive capital improvement over such a long period of time which is fiscally irresponsible, and unnecessary.  The loan creates a lien on all of the property of the Country Club including its bank accounts.  If the loan is paid off before 20 years, there is a prepayment penalty.

There are no provisions in the governing documents of Terravita, including its bylaws or Membership Plan, which allows the Board to borrow this money.  There is a provision in the Membership Plan, however, which allows an assessment of the members to pay for capital improvements, but this requires a vote of the community to approve such an assessment.  The Board rejected any assessment because it knew the members would not approve spending 5 million dollars for this project.  The Board has also refused to have a vote on this loan because it knew the members would also not approve borrowing 5 million dollars for the project.  The special Board meetings held in June and July of this year regarding this project (the largest turn out ever of members at board meetings), showed that a substantial number of members do not approve of this project, and also want a community vote on the project.  The Board arrogantly turned them down.

Therefore, it has become necessary to call for the removal of six board members so that the size, scope, and cost of any remodeling project can be reconsidered and reduced, to allow the community to vote on a revised remodeling project, and how that might be financed including through a vote for an assessment of members.  For example, an assessment of the members of $500 each year for 2 years would raise almost 1.4 million dollars, and would probably be approved.  That money plus 1 million dollars from the capital reserve and improvement funds would total about 2.5 million dollars, more than enough money to pay for a respectable remodeling project.  And we wouldn’t have to pay anywhere from 2 to almost 3 million dollars in interest over 20 years, depending on the amount of cost overruns and ultimate amount borrowed which will probably be 5 million dollars.

There has not been any threat of litigation by community residents to my knowledge, especially not by the members who are part of the “Terravita Ninety Percent” opposed to this project calling for the removal of board members through a special meeting.  The removal of Board members to allow reconsideration of this project and a vote by the members, is the fastest, easiest, least costly and time-consuming method of solving this problem, rather than litigation which would be expensive for members and result in assessments for attorney’s fees.

“Terravita Ninety Percent” is also not an “anonymous” group of members, as stated by the President of the Board in his letter to members of October 3, 2017.  At the meeting of the Board in June regarding this project, two members of Terravita stood up and identified themselves as part of “Terravita Ninety Percent.”  “Terravita Ninety Percent” created the website wherein hundreds of members of Terravita were allowed over this summer to express the reasons why they disapprove of this project for many valid different reasons, and it became apparent, that a substantial number of the members are opposed to the scope of this project, the amount of the bank loan, and especially not being allowed to vote on the project.  With a new Board we can reconsider and reduce the scope of the project and its costs, and consider alternative financing methods, such as an assessment, and allow the members to vote to approve or disapprove of the reconsidered project.

The President of the Board in his recent letter threatened to use their attorneys “at significant cost” “to coordinate the process” of removing the board members.  I don’t know what this is supposed to mean.  There should not be any “significant” legal expense involved in this removal process, and this is not a valid reason to not sign the Petition.  The process of removal is a preferred way of quickly resolving this issue at hardly any legal expense and without any litigation.

The fairest way of resolving this issue is therefore to remove the six members of the current Board, and with a newly elected Board, downsize the scope and cost of the project, and allow the members to vote on this project.  Please sign the Petition if you haven’t done so yet, and then attend the Special Meeting and vote to remove the six Board members.

Sincerely,

John Ryley