What every HVL resident should know about the upcoming VRUC Election.

What every HVL resident should know about the upcoming VRUC Election.

A letter from Stan Beeler, VRUC board member at large

Summed up – every proposal made for the betterment of the community was DENIED by the Incumbent Members seeking reelection:

The following resolutions/ motions made this last year were DENIED by the incumbent board members (a 5-2 majority):
• Oath of Office; a requirement for an affirmation of dedication by newly elected members to the good of the organization, recognized as a solemn appeal to God to witness the truth of the oath – DENIED
• Code of Ethics; providing for a basis for the moral and ethical conduct of the affairs of the organization and enumerating the restraints on the conduct of the board members – DENIED
• Relocation of Board Meetings: resolution to relocate board meetings from the VRUC garage to the POA community center so as to promote greater membership participation - DENIED
• Special Meeting of VRUC Membership; a motion to call a special meeting of the membership to debate and resolve by consensus the most controversial issues (sewage treatment plant, water well field and treatment plant, contract for sewage and water services, and the election of a new board ) – DENIED
• VRUC Membership Affirmation of the New By-laws Changes; a resolution to allow membership participation in the affairs of the organization by a consensus process – DENIED
• Ad Hoc Committee to Propose By-laws Revisions; a proposal to create a committee of members not on the board to recommend changes – DENIED
• Membership Review of Board Actions; a resolution to allow the membership to confirm or deny board actions in the interim between membership business meetings – DENIED
• Vote of the VRUC Membership in re the Water Well Field Purchase; a motion to allow membership discussion, debate, and vote on the purchase of land in Ohio for a well field and treatment plant prior to final agreement to purchase – DENIED
• Requirement for a Vote of the Board of Directors at a meeting of the Board; per IC23-17-15-1, this resolution was intended to stop individual board members and employees from initiating legal action and other substantive actions without a vote of the board – DENIED
• Record, for the record, all meetings of the Board of Directors; a practice used by most organizations and required of governmental agencies – DENIED
• Adoption of the Indiana Open Door Law ; a resolution designed to surmount the very strong penchant for secrecy on the part of the old guard board members (since the law allows secrecy only in very limited circumstances).
• The Use of Robert’s Rules of Order for the Conduct of all Meetings; being a hopeful attempt to prohibit the chairman fro doing whatever he pleases.
• Annual Meeting Agenda; a formal request, in writing, in the form specified by the new by-laws that most of the issues indicated above and some others be placed on the agenda for the 26 JUN 07 annual meeting was DENIED by the incumbent majority.



The legal fees are killing us

Summed up – The actions and behavior of the past boards have been wasteful of VRUC resources

The failures of fiduciary responsibility are many:

• If the very old maxim is true that every time one talks to a lawyer, he admits of incompetence, then the amount of money spent on lawyers must be a fair measure of that incompetence. The VRUC has, by far, spent more money on legal fees ($413,000. in 2005, more than $700,000. in the last three years, and probably some multiple of millions since the incorporation) than on infrastructure repairs and maintenance in the last 12 years.
• The VRUC has spent large sums of corporate monies in its efforts to obtain the rights to provide sewer and water services to new developments outside HVL, despite that the City of Greendale would need to transport the sewage and provide the water supply, and despite that no HVL resident was to benefit from that scheme by a reduction in utility rates.
• The board spent approximately $70,000. in legal fees alone in their successful effort to defeat the ad hoc membership drive to elect a new board of directors and overturn the sewage treatment plant decision at a special membership meeting in 2006.
• The VRUC charges HVL customers the old robber baron sewer and water rates of the developer, who scammed them into buying a white elephant utility, but pats themselves on the back for not raising utility rates, those rates (both then and now) being among the highest in the state, if not in the country (VRUC pays the City of Greendale 57% of what they charge HVL users for water and 47% of what VRUC charges HVL residents for sanitary sewer services, yet the City of Greendale pays most of the expenses to provide those services ( e.g., VRUC uses 30% of the Greendale water production while paying 15% of Greendale’s total costs of production.))
• The VRUC paid an amount of money unknown to me, but no doubt an ungodly amount, for the feasibility studies and design for the sewage treatment plant on Alpine Drive ( in addition to the legal expenses) without first checking with the appropriate regulatory agencies. A single phone call to OKI would have revealed that the proposed project was in conflict with OKI’s 208 Water Quality Management Plan for Dearborn County.( OKI, Ohio, Kentucky, Indiana Regional Council of Governments was designated by the governors of those states to develop the regional water quality program as required by Section 208 of the US Clean Water Act.). Money wasted on an impossible idea.
• And, the very same problems are arising with regard to the old guard efforts to construct a sewage treatment plant and water well field with treatment plant in Whitewater TWP. The VRUC wants to pay Whitewater TWP in Ohio to build the sewage treatment plant at an unknown cost (and has already committed $17,000. to a feasibility study) and be its primary customer, and then construct the water well field without first knowing what the regulatory agencies may do, or what other impediments there may be.
• The above issues are only the tip of the iceberg. Without the free flow of information to the membership, no one can say what interest might be generated in some of the other issues such as the original purchase of the utility.
• The VRUC and the City of Greendale may be very close to a long term contract for water and sewer services (at not unfavorable rates that are much lower than VRUC charges its members) thanks to the tireless efforts of Jack Arduin. Although Jack is hopeful, even trusting, that the old guard faction will not impede the negotiations, I am not so sanguine. One might ask why, in the middle of negotiations with the City of Greendale, the board would undertake costly negotiations with other entities for those services, which schemes are likely in conflict with the requirements of regulatory agencies from the start.

It seems to be all about power

Summed up – the reactionary board members have done, and continue to do all that they are able to remain in power.

The new VRUC by-laws adopted by the incumbent majority on the board require that they will remain in office, REGARDLESS OF THE VOTE, unless a quorum of 30% of the membership casts ballots. That number is presumably 830 ballots, while the highest number of ballots cast in any past VRUC election is probably fewer than 400. The by-laws revision was devised by the incumbent majority of the board to keep them selves in power, and so they shall remain in power unless the reform group is able to get out the vote.

The old guard members of the board (three of whom are the incumbents up for reelection) have publicly stated at board meetings that their belief is firm that they were elected to act and think for the VRUC membership and that ipso facto the membership has no rights to information possessed by the board, has no rights of review of board actions, may not have any effective voice in the affairs of the corporation, and may not vote on any issue other than the election of board members.

The newsletter published by the ad hoc committee established to oppose the sewage treatment plant on Alpine Drive and to call for a special meeting of the membership to oust the board of directors last year does a good job of presenting the issues regarding the upcoming election to HVL residents. I would like with this letter, only to add to those comments my own thoughts regarding the issues raised.

My view, from the perspective of a reform candidate on the board for a year, is that the policies and actions of this and past boards reveal a consistent pattern of 1) arrogance, 2) a strong sense of mission with regard to their own agenda without even caring what might be the will of the membership, 3) an overwhelming desire for secrecy with regard to the management and operations of the utility, 4) a disregard of the constitutionally protected individual and property rights of the members of the corporation, 5) acceptance of the concept that the end justifies the means, and 6) a complete failure of fiduciary responsibility to the membership.

I cannot be entirely certain of the past and present motives for the actions of old guard members of the board. There seems good reason to believe some of the personal gain theories with regard to the provision of VRUC services to new developments outside HVL, although that is not now shown to be the case. Nevertheless, the old guard board members have persistently argued that there is nothing improper, nor immoral, nor illegal about the provision of services for profit by a nonprofit, mutual benefit corporation to persons and entities who are not members. There are other possible explanations for their behavior, but I believe that at least major factors are that people in power want to stay in power and that some otherwise socially disciplined people desire to control the lives of others.

My proposed by-laws revisions recognized those problems, inherent in any organization without checks on the behavior of those in power, by attempting to address the issue by the direct election of officers annually, with each officer permitted to succeed himself only once in a given position, thus requiring one to move up through the chairs to president (for a maximum two years) and then
Be out or recycle to a member at large position.

When I was elected to the board last year, I believed that those who voted for me did so because I indicated that I would do everything in my power to revise the by-laws to allow for greater participation, oversight, and control by the membership of the affairs of the organization. So far, I have failed.

By-laws Revisions

Summed up – The VRUC by- laws have always been a disaster for the membership, but now they are much more devastating.

I offered very soon after the election last year a set of by-laws revisions with:
a) A new section providing the purposes of the organization ( including, to seek efficiencies and improvements so as to provide services at the lowest possible rates).
b) A new section providing the methods of achieving those purposes ( including, the promotion of the maximum possible participation of the membership in the affairs of the organization).
c) Sections to allow the membership to vote to amend the articles of incorporation and by-laws (now being the sole prerogative of the board).
d) Provisions to require at least four membership business meetings each year ( versus the single meeting now held with no membership participation in the business ( and now, without even an election)), the use of Robert’s Rules of Order in the conduct of all meetings, to limit the use of so called “special board meetings” and executive sessions which prohibit member attendance ( you may be surprised to know that the board conducted more special meetings and executive sessions than regularly scheduled meetings this last year).
e) Provisions for the direct election of officers for one year terms ( Jerry Hacker has been the president of the VRUC since its inception).
f) Provisions allowing membership oversight and ratification of board actions.

The board did nothing with my proposal until the secretary of the board, Dana Hensley offered a counter proposal including by-laws changes which would:
a) Increase from 10% to 20% the number of members required to sign a petition asking for a special meeting of the membership.
b) Rule out proxy voting.
c) Allow the secretary of the board of directors to cast election ballots on behalf of all members who did not cast their own (making all elections meaningless, and making the 30% quorum irrelevant, since an opposition candidate would need to garner more than 50% of the total possible vote to win an election.
d) Allow for the cancellation of the election of an unopposed member of the board.
e) Allow the majority of the board to remove any member of the board without cause.

Finally, on 26 October, at a “special meeting” without member scrutiny, the majority voted against my proposal and for Mr. Hensley’s. Those provisions were modified somewhat by the VRUC attorney, but the new by-laws are no less efficacious in the achievement of the aims of the incumbent board members, those being the absolute and total control of the VRUC by the current majority faction of the board, the denial of any rights whatever to the membership, the near impossibility of the membership to discharge incumbent board members, the total suppression of information, discussion, debate, and oversight by the membership, the ability of the majority board faction to remove board members not in agreement with the majority, and the transmogrification of
the annual meeting into something unrecognizable in a democratic society, a meaningless exercise in nihilism and futility, where no votes are allowed, no agenda items permitted to be raised by the membership, and where no actions by the membership may occur.

AN EXHORTATION TO HVL RESIDENTS TO VOTE IN THE VRUC ELECTION

I do not know how many HVL residents, who are the voting members of the VRUC, approve of the management, the voting record, the attitude with regard to lawsuits, the plans for a sewage treatment plant on Alpine Drive or for a water well field on chemically farmed land in a flood plain in another state, or of the Draconian circumscription of member rights by the incumbent members of the VRUC board of directors; but, those who favor what the VRUC board has been doing for the past several years should vote for the incumbents on this year’s ballot.

If the number of HVL residents who support the incumbents up for reelection ( which is to say the activities of the past boards, since they are the past boards ) is significant, then it would be better for the organization and for HVL that we all know of that sentiment by the number of votes cast in their favor than for them to remain in office by default.

Those who wish to vote but have misplaced their ballots will not be able to vote at the annual meeting due to the by-laws changes. You will probably need to go to the VRUC office for a new ballot because the ballots this year are printed on a paper not reproducible.

There seems no doubt that various ways to throw out ballots will be found during the counting process. It may be advisable to be very careful about filling out the ballot and envelope. In this regard, I notice that they ask for a single lot number on the envelope which has an account number for each lot without identifying the lot number by account number. Some with multiple lots may write in all of their lot numbers or indicate a lot number not corresponding to the account number on the envelope. That may be problematic depending on how honest the election is.

Again, I ask that everyone vote the election ballots so that we all may know what are the wishes of the membership with regard to the direction the board.

I urge you to vote for Robert Ziegler, Robert Hamilton, and Robert Yaggi, but, in any event, please vote so that a true consensus of the HVL residents may be obtained.


Stan Beeler
Board Member at Large