Director from GRACE

At the Board of Directors meeting 29 Nov 07, the President announced that GRACE has chosen not to have a representative on our Board of Directors for at least the next several months. If GRACE chooses in the future to appoint a member of our Board of Directors, I strongly urge that GRACE comply with the below-discussed requirement that any GRACE representative appointed to our Board of Directors be concurrently a member of the GRACE Board of Directors.

Section 4 of Article III of our bylaws contains the following sentence: "If the Commercial Unit Owner(s) is not a natural person but is an Entity Owner, then any member of the Board of Directors shall be an authorized representative of such Entity Owner."

(Our bylaws can be viewed by clicking on this link: http://www.marketstreetattowncenter.com/docs/BylawsV4.PDF )

In November 2005, I made a written suggestion--followed by an e-mail to our on-site Property Manager (at that time, Sherrie Cole)--in which I called attention to that sentence, and recommended that the President check with the Association attorney about the issue before a GRACE representative was appointed to our Board of Directors, and requested feedback after the attorney had been consulted. Having never heard anything back about the matter, I asked the Association attorney about the issue myself at the annual meeting in June 2006 (in private, not in the open forum of the meeting).

Before that conversation with the attorney, I had thought the "Board of Directors" referred to in the quoted sentence was our Board of Directors. But the attorney told me that "Board of Directors" in the quoted sentence meant the GRACE Board of Directors. Assuming that GRACE would be nominating/appointing a member of their Board of Directors to be on our Board of Directors, the attorney's answer totally resolved the issue for me, and I told him so.

It later came to my attention that the GRACE member of our Board of Directors was NOT a member of the GRACE Board of Directors, and thus, it would seem, didn’t qualify under our bylaws to be a member of our Board of Directors.

Now that GRACE doesn’t have a representative on our Board of Directors, I believe GRACE has the following three options: (a) Appoint a member of the GRACE Board of Directors to our Board of Directors, or (b) Try to get the quoted provision of our bylaws changed so that the GRACE representative on our Board of Directors isn't required to be a member of the GRACE Board of Directors, or (c) Choose to continue indefinitely to not have a GRACE representative be a member of our Board of Directors. If GRACE chooses option (c), then a non-GRACE unit owner (or other person meeting the qualifications of Section 1 of Article III of our bylaws) would fill that Director position, probably with the result that all five of the members of our Board of Directors would be residential unit owners.