THE RESTAURANT IS BACK ON THE AGENDA THURSDAY 7/27

[Rana Goodman]

Last night I received this e mail from Nona Tobin: If you, like me, are tired of having the idea of yet ANOTHER restaurant rammed down our throat, please read this and if you can, attend the SCA board meeting this Thursday at 1:30 in the Delaware room. YES, it is back on the agenda!

It seems like forever ago, but it was actually just 10 days ago, that I sent out my draft my restaurant recommendations to get owner input so I could meet the deadline to submit motions for the 7/27/17 Board meeting.

Thank you to the many people who contributed suggestions (there were 108 emails in the string, one was from a Mary Lee Duley who commented for the 842 owner on her email list as her last act before leaving SCA and moving to Texas. I incorporated as many suggestions as I could into the body of the report, and put the rest at the end, giving credit by naming the contributor.

Rex & Aletta blocked it from the agenda again with no good reason & no legal authority

This is another totally unacceptable way to manipulate the way Board decisions are made and to attempt to disenfranchise a member of the Board who has dissenting views.

Although the 9-page research report I prepared as a volunteer Board member was not excluded from the Board Book, I had to pay pretty close attention to find out that my  recommendations were not placed not on the agenda for action as requested and required. Technically, no action is permitted on the GM’s update, but we’ll see.

THE AGENDA

Here is the item as Rex and Aletta put it on the 7/27/17 Board agenda followed by the outstanding work product (one paragraph) that was submitted by SCA’s highly-compensated ($257,500 + $20,000 bonus + benefits/year) General Manager.

15. OLD BUSINESS

• Update on Restaurant Space – Sandy Seddon

Restaurant Space

The General Manager will report on the status of the restaurant space. Discussion will consist of the need to hire an outside consultant related to feasibility of a restaurant. There were also be discussion related to re-purposing of the space.

So, here’s my prediction for how the discussion will go:

1. Rex will make sure that the Board votes on the GM’s recommendation to pay a consultant and will block a full and reasoned discussion of the analysis and recommendations in my report.
2. The GM will say why SCA needs to pay a consultant to tell us exactly what it will take to have a successful restaurant, and
3. That she can’t do the analysis herself because we are all too emotional & divided
4. No one will mention that no consultant is budgeted for this purpose
5. The Board will abdicate its budget policy-making authority in favor of just letting the GM decide because “we have to support management”.
6. The Board will refuse to consider anything I say on its merits because I said it.
7. The majority of the Board will vote to pay a consultant.

Below is the motion and the recommendations in the attached report that are being shoved aside in favor of the GM’s excellent, analytical and well-reasoned paragraph supporting her brilliant recommendation to spend money for a redundant opinion.

Nona’s Proposed Motion

I move that the Board adopt the recommendations in this report and immediately open the restaurant space for use by members/club under the same reservation system as exists for other SCA facilities.

Recommendations

1. Do not fund the GM’s proposal made at the June 22 BOD meeting to hire a consultant to tell us what it takes to have a successful restaurant.
2. Contract with a local commercial broker specializing in gaming, bars, and restaurants to put out an open solicitation for bids to lease the restaurant space.
3. Direction to the broker will require Board approval to ensure that parameters conform to such requirements as emphasizing that homeowners do not want to subsidize by their assessments an enterprise that would otherwise fail . Successful tenant pays broker.
4. If no vendor can be found that can operate at a profit without a subsidy, we all move on to the analysis of re-purposing the space
5. Allow the clubs/members to utilize the restaurant space during the interim on as generous terms as possible, but with consideration of the possibility of damage.
6. Review the tax implications of having the space closed.

WHY DO I ASK FOR INPUT?         IN SO DOING, AM I VIOLATING MY FIDUCIARY DUTY?

In the opening of this email, I described the contributions made by members to my thought process while developing a strategy to bring closure to this contentious issue. Now, I’m going to tell you about the contributions from management and the Board as I asked them at the same time I asked you all. All were silent, but 1 manager and 1 Board member. You be the judge of the degree of helpfulness and the value of their comments.

INPUT FROM MANAGEMENT

Lori Martin told me that I was wrong about the five-Star Tavern being successful because she knew they were in default on their lease with Sun City. I asked her for a source so I could verify it, and I would have changed the report if I had been wrong. She never gave me a way to check the veracity of her claim so I had to spend more of my VOLUNTEER time to see if I could verify what was true by asking other VOLUNTEER residents.

I had gotten the original information that last year there was a net of  $27,563 for 11 months of FY2016-17 from Summerlin’s financials which are openly posted on their web page. I had the numbers reviewed by Mark Burton, who formerly served as City of San Jose’s Dep Director of Finance, Dep Director of IT, Finance Director, and SJPD’s 1st Head of the Division of Gaming Control (kind of a numbers guy) to make sure my understanding was correct. I asked regular contributor to Board meetings, Tim Stebbins, who has spotted many things I didn’t see at first, to check with people he knows at Sun City to see if there was anything that might have changed since the 5/31/17 SCS financial report, and there was not. For the time being, I’ll stand by the accuracy of my report. There was no comment from the GM.

INPUT FROM ONE BOARD MEMBER that certainly paints a picture – just one with no people in it, only a few managers and some of the Board members which is what I think is wrong with it

I’ll let you guess which Board member penned it. 

Maybe later I’ll share the email string where I explained how I disagreed. The response is quite dramatic and very telling.

“For the following reasons, the misinformation in this email is why board correspondence should NEVER be sent to residents:

The email is internally inconsistent. 

The email claims that restaurants are successfully operating at other Sun City communities in the area, but the supporting documentation shows the exact opposite – Those restaurants require subsidies.

It Misstates the Budget and Management Process

It incorrectly states:

“The 2017 budget does not include funding for a consultant to do the analysis the GM was told to do before the budget was adopted. Funding a consultant now requires the board to amend the budget by reallocating funds from some other function. This cannot be a unilateral management decision as SCA bylaws prohibit the Board from delegating its policy role in the budgeting process to the manager.” (My underline).

The annual budget is NRS 116 & CC&R requirement for establishing the annual assessment; it is NOT a line-by-line restriction on spending.   For example, about two years ago, SCA’s utility expenses exceeded the budget by approximately $100,000.   The board neither closed the community centers for two months, nor amended the budget because we exceeded the utilities budget.

It ignores the board’s fiduciary duty to SCA #1

It is the board’s fiduciary duty to make informed decisions, which includes getting advice from experts.  So I believe making a statement like: “Paying a (restaurant) consultant is a waste of time as well as money” exposes the board to liability.

It ignores the board’s fiduciary duty to SCA #2

In order to protect the association, it is the board’s fiduciary duty to ensure any restaurant agreement is financially reasonable and sustainable by the tenant.  This is a completely different set circumstance than:

1) I certainly didn’t have any expectation that the owner of the building would do any kind of financial analysis to make sure that my business would be successful as several SCA Board members have been asked to do and which no competitor should expect from SCA

2) In my view, the solicitation and selection process must:  based on the market analysis and business planning done by the competitors for the lease, not by SCA.

Now 5?, 10?, 50? or more residents have been factually mislead on an import association issue.   Because it came from a director, this misinformation that will probably rattle around the community for years.    As directors, we are required to exercise ordinary and reasonable care in our dealings.  Disseminating unvetted and false information violates this standard.   

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