By LEWIS DELAVAN / Staff writer

The planned new swimming pool complex for Hot Springs Village moved a step closer last Wednesday, with a vote by the Property Owners’ Association board of directors.
Other unanimous board votes included bylaw changes.
The board unanimously voted to build a 3,000-square-foot pool at a cost of up to $700,000, which was budgeted in 2017. Recreation department director Stacy Hoover told the board the exact cost will be unknown until bids are let and received.
What if bids to build the complex exceed $700,000? Board vice chairman Tom Weiss, who introduced the motion, said the board would then have to review the project to consider if more funds were available and could be committed.
A special committee and the recreation committee had both favored building a larger pool, which could have provided a deeper area for a low diving board.
After lengthy discussion on Nov. 13, the recreation committee voted 6-2 to build a larger pool, even though Hoover told the volunteers only enough funds existed for the smaller pool. The committee decided the larger pool could better meet the Village’s need and expressed hope that more funding could be found.
The plan approved last week was modified from the original plan. The modification allows enough depth to meet Arkansas Department of Health standards for safe diving from the pool’s side. The deeper area would be roped off from the shallow end.
In other business, the board approved bylaw changes that were introduced for discussion in November.
One will set the vacancies for board seats during a three-year period at three, three and two.
The second specified topics the board could discuss in private session, and created a loyalty oath for directors and board officers.
During public comments, former board director Teri Jackson and Tom Ament spoke against the proposed bylaw change on private sessions.
“I don’t know how we ever got ourselves into a corporate structure, but trust me, this is not a corporation and you’re not a board of directors in a corporate environment,” Jackson said. “At least you’re not supposed to be. A POA, especially one are large as ours, is a quasi-municipal government – always has been and should always continue to be.”
Jackson also told directors each one was put into office by an electorate, “same as a municipal government; you are answerable to the electorate, not to the president of the board, to each other or the general manager – also known as the CEO in this case,” she said. “Same as a municipal government, you have a fiduciary responsibility to wisely spend your electorate’s dues – same as municipal government; you have a responsibility to publicly discuss issues, expenditures and policy – same as a municipal government.”
Jackson also said the board has always operated under Roberts Rules of Order.
“The open meetings act is crucial for any board that truly believes in transparency,” she said.
“One of the strengths of the American government is the right of the public to know and understand the actions of their elected representatives.”
Jackson acknowledged the need for private discussions of various issues. “There are indeed seven ‘legal’ reasons for executive sessions: personnel matters, purchase or sale of property, legal matters, employee union matters, security arrangements and emergency protocols and trade secrets,” she said.
Jackson urged the board to involve knowledgeable owners who are interested in how the Village run on ad hoc committees, and not to let the staff dictate the course the POA should be taking on policy matters.
Ament served on the board’s former Research and Special Projects Committee, which was dissolved by the board.
Among other issues, Ament said the public does not have enough opportunity to comment on certain important issues.
Also, when an email is sent to multiple board directors on various issues because a given director might have special expertise in a given area, answers come from either the chairman or CEO.
“In my opinion this creates a situation where Villagers do not feel that they are listed to an responded by their representatives on an issue that has them concerned,” Ament said. “It is extremely detrimental to transparency and communication.”
In conclusion, Ament said, “I love this Village and its governance concept and to maintain open lines of communication and respect, I urge you to permanently table this potential change to the bylaws.”
In response, Weiss said the POA was set up as a non-profit corporation under a 1963 state law.
Directors have a legal obligation to serve the best interests of the corporation, not individuals or small groups of owners, he said. Also, the loyalty oath helps ensure directors avoid any conflict of interest.
Nalley said by eliminating the board’s work session on the first Monday of each month, owners now have a full month, rather than two weeks, to study and comment on proposals. Board work sessions were instituted around 2011, and were eliminated a few years later.
Also, Nalley said the bylaw change added only one additional topic for closed sessions to a list adopted in 2012, “and not by this CEO,” she said. David Twiggs was chief operating officer at the time.
Leaders said the change “reaches a balance of prudence and transparency.”
Also in public comments, Pat McCarty questioned the loyalty oath, saying it would stiffle opposing views by directors.
Prior to the bylaw’s approval, two changes were made.
Roe said he doesn’t mind holding board directors to loyalty, but has an issue holding staff and committee members.
Weiss spoke about the process. “When a decision comes before the board, directors have an obligation to represent the corporation and we will have differing opinions about what that means. That is where differences of opinion should be debated aggressively, with respect to everybody around the table. We will debate it. At the end of the day, there is no luxury to not make decision. We are required to make a decision,”he said.
“We’re not trying to keep anyone from saying what’s on their mind and maybe taking a position that’s different from other members of the board,” Weiss said.
Nalley said no one board member has authority; the board has authority.
The financial report and more information will be in an article in the Jan. 2 Voice.