The special meeting was held to address a proxy question brought forth to the board’s attorney, Will Dunaway. Could a proxy not on HNWS letterhead and not distributed by the water system legally be used?
Dunaway addressed the board advising in the absence of defined rules, the board can look to state statutes. He went further to say if the system can verify membership, regardless of which form is submitted, it can be accepted under state law.
“A proxy is (nothing more than) a document which exercises the intent to give someone else the ability to vote for that person,” Dunaway said.
Candidates for the board seats reported a proxy circulating that did not come from HNWS. In fact, it was reported the person pushing the referenced proxy, Romi White, was in the parking lot of St. Sylvester Catholic Church following Mass trying to get signatures with a proxy that had her name filled in as the appointed proxy holder. White is a Navarre area blogger.
White reached out to Navarre Press and said, “At no time was I in St. Sylvester’s parking lot gathering signatures.” She called it a lie and gossip. “I have nothing else to say to you. I’m about to post my own story here in a minute,” White said.
The proxy in question says the holder is authorized “to vote in all actions to come before the members of Holley-Navarre Water System, Inc. including but not limited to the annual election of directors to be held on February 18, 2025.” It would give the holder proxy for 11 months so if any other actions came before the board requiring a membership vote, the holder would still have a valid proxy. The proxies distributed by HNWS are specific to one day and one vote.
“Proxies are allowed under the bylaws. Anyone can have a proxy,” Lynchard said. “I have for years tried to get rid of them in the elections. I’m hoping this makes people mad enough that we can finally get rid of them.”
But to do that, the bylaws would have to be amended. And that requires a vote of a majority of the membership. The bylaws state, “These by-laws may be repealed or amended by a vote of a majority of the members present at any regular meeting of the corporation or at any regular meeting of the corporation or at any special meeting of the corporation called for that purpose…”
Lynchard believes that means it would take 8500 votes from the membership to change up the bylaws, which is unlikely to happen on election day with voters or days before the election with proxies.
Member and board president David Crumbley issued a statement Feb. 14 that he stressed did not speak for the board, the company or any other board member.
“The CEO (of Holley Navarre Water System) Jeff Crigler contacted me on Wednesday, Feb. 5, and informed me that the Canvassing Committee had just discovered that board member Daryl Lynchard was gathering proxies outside of the agreed upon proxy procedure and was going to use them to vote for himself in the upcoming election on Feb. 18. Jeff and I were able to get our board attorney, Will Dunaway, on the phone the next day, Thursday, Feb. 6, and discussed the issue at length. I felt this needed to be brought to the entire board immediately so a decision could be made regarding these proxies. According to HNWS by-laws, any special meeting needs to be posted at least 48 hours in advance, so the earliest we could meet was Monday, Feb. 10.”
“I sent an email to the board, Will Dunaway, Jeff Crigler and Emerald McDaniel announcing the special meeting. Daryl refused to attend the meeting (see email below) and in that email also threatened the board to keep all correspondence and documentation regarding this election, which we always do anyway.
At the board meeting, five of the board members voted to continue with the board approved proxy procedure established Aug. 20, 2024, and not allow any proxies that had not been received through HNWS. This was the agreed to procedure (see election documents dated Aug. 20, 2024 below). In the Aug. 20, 2024 regular meeting the entire board voted to allow proxies, which is currently in the by-laws, and set up a procedure by which the members could ONLY obtain a proxy by calling, emailing, or visiting HNWS on Turkey Bluff Road. This was done in order to insure the proxies are all valid and to reduce fraud by anyone who wanted to abuse the proxy procedure, which has been the case in the past. In that meeting on Aug. 20, (see meeting minutes dated Sept. 17, 2024 below), Daryl Lynchard made the motion to accept the election documents “as presented,” and Mike Mathews seconded the motion. It passed 7-0.”
“In the recent meeting on Feb. 10, if we would have voted in favor of allowing proxies not gathered in accordance to the agreed upon proxy procedure it would have given Mr. Lynchard an unfair advantage over the other candidates because they were all following the set forth procedure. Five of the board members decided not to change the procedure eight days in advance of the vote because it would have given Mr. Lynchard an unfair advantage. One board member abstained during that vote, and I later discovered he had prior knowledge of Daryl Lynchard’s plan to sabotage the election.”
“Tuesday morning, Feb. 11, the five members of the board who voted to keep the election fair by continuing with the agreed to proxy procedure, received a complaint from Mr. Lynchard calling for their immediate removal from the HNWS board of directors (see form dated 2/11 below) on grounds that we violated Article VII, Section 5, Article IX, Section 1 of the HNWS by-laws and also Florida Statute 617.0721. The following morning, Feb. 12, I turned in a complaint against Mr. Lynchard for the exact same reason (sighting the same Articles and Florida Statute) because he had voted to approve the proxy procedure at the Aug. 20 meeting. According to HNWS by-laws, Article VIII, Section 6, these complaints MUST be heard at the next regular or special meeting with members present, which happens to be the annual meeting/board of directors’ election this coming Tuesday, Feb. 18. At the end of this meeting, after the newly elected directors have been announced, we will be hearing these complaints. The members present at that meeting, if they so choose, can vote to remove or retain each individual director who is charged. Mr. Lynchard has made it clear (see his email dated Tuesday, Feb. 11) that he is going to use the proxies he has collected (or maybe is still collecting) to vote against the other board members. My hope is that every HNWS member that can, shows up at that meeting in order to vote to either retain or remove each director charged.
When I was voted onto the HNWS board of directors I did so without collecting one single proxy. Proxies have been a source of fraud in these elections going back many years and my position is we should not allow them at all if we cannot verify them 100%. According to our by-laws we must allow proxies, so the procedure was set up to try to eliminate any fraud. It is the same procedure we set up for the January 2024 election which Mr. Lynchard did not have a problem with. This year (for some reason…?) he decided he would challenge the proxy procedure at the last minute.
As a HNWS board member, my loyalty is to the company and its members. They have every right to know what is going on in order to make an informed decision at the meeting Tuesday, Feb. 18.”
HNWS CEO Jeff Crigler said, “I’m following the will of the board as directed from Monday night’s meeting. We are aware of the complaint and we are going to follow the procedure in the bylaws. It will be considered at the next meeting, which is Tuesday’s annual meeting.”
As of today, no lawsuit has been filed against the board or HNWS.
“I have not filed a lawsuit – yet. They haven’t rejected any proxies, so far,” Lynchard said. “We will see.”
All proxies were due today (Feb. 14) by 4 p.m. at HNWS