“Our attorney sent us a letter saying that we properly removed Brian’s (Kelly) membership,” Bien May announced at the Dec. 19 pre-meeting of the Holley Navarre Water System Board. The removal has been the source fueling questions surrounding the legality of removing a board member.
Board member eligibility was called into question in September after board member Robert Coley suggested that board members Brian Kelly and James Calkins “colluded with his (Calkins) brother-in-law to get Brian Kelly services” at the address listed for Kelly’s water service.
A third party attorney, James Magaha, was hired to review all of the board members’ eligibility.
The initial finding of the attorney was no board members were eligible to serve because the bylaws call for membership certificates to be issued when a customer purchases service. Membership certificates had not been issued in many years if ever. Immediately the certificates were issued to each board member and signed by board president Bien May and secretary Gaius Bruce even though neither were eligible at the time they signed the certificates.
On Nov. 21, the board members received a final determination of eligibility from Magaha. In a written statement, Magaha said, to simplify the articles of incorporation language, a member had to pass a four elements test:
-Does the subscriber have reasonable accessibility to the source and a need for water services?
-Has the subscriber acquired a membership certificate?
-Does the subscriber have an active, signed purchase agreement for water services?
-Has the subscriber received Board of Director approval for membership admittance?
Kelly produced a water bill in his name, a membership certificate, a signed active purchase agreement for water services and board approval for membership.
The attorney found Kelly to be eligible pending submission of a water bill in his name or a lease. According to certified mail receipts, Kelly submitted a bill before the Oct. 3 deadline. In addition, Kelly presented a driver’s license verifying his address.
The board moved to remove Kelly anyway.
While Magaha issued a letter Friday stating Kelly was removed properly, the legality of that decision remains unclear.
“Brian Kelly ran for the board and was deemed eligible by the board, and he received the most votes of anyone running at that time,” Calkins argued. “According to the Florida Statutes, the membership has to vote to remove him. The bylaws lay out the exact procedure.”
Calkins further suggested a judge should look at the situation.
However, it all fell on the deaf ears of May, Troy Bossier, Bruce and Coley.
From the audience, T.J. Goulet spoke to the board saying, “The officers were elected by the membership…By your board action you are nullifying the membership.” He called the actions of the board “despicable.”
Florida statute 617.0808 directs how corporations not for profit, such as Holley Navarre Water System, may remove board directors.
Under the statute, removal would require “a majority of all votes of the members, if the director was elected or appointed by the members.” Likewise the statute says only the membership can then vote for a replacement, not the board.
However, Holley Navarre Water System bylaws state that if a board member is disqualified, they will immediately be taken off the board. The board of directors will then appoint a replacement until the next election.
In this case, the replacement, determined months ago, is Mark Miller of Century 21 Island View Realty. Bruce’s wife, Ira Mae is a broker/owner of the real estate firm he works for. In addition, Miller served as the 2017 president of the Navarre Area Board of Realtors.
Miller was officially appointed to the board during the regular meeting Dec. 19, over the objections of Calkins. Miller had announced as a candidate in the January elections. He will serve on the board until the election.
The board then voted to add Miller’s name to the proxy ballot.
Calkins said, “This is a rigged election. You did this so his name could be on the proxy ballot. You are creating an unfair election. You are rigging it in the middle of the game.”
Miller said, “This is not Communism – or a coup – or a takeover of the board. There is a member that isn’t eligible to be serving on the board.”
Navarre resident Doug Larson called for the removal of Bruce for “failing in his obligations by not properly maintaining certificates.”
He also called for the removal of May for his actions at recent meetings, not supplying members their certificates and removing a sitting board member.
In other business, the board approved a 2.5 percent cost of living increase across the board for all employees.
The board also discussed during the pre-meeting – hiring a public relations firm to manage their reputation in the community and on social media.
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