Do we really need the Virginia Supreme Court to get involved?
24 NOV 2014: KCSA’s attorneys today filed an appeal with the Supreme Court of Virginia, seeking to overturn the October 20 dismissal of the Complaint for Declaratory Judgment. The appeal, whether successful or not, could further delay the election, potentially leaving the current Board in place for up to a year, and racking up more legal expenses.
Election Dispute: The Issues
1. Number of Directors to be elected
The KCSA By-Laws state:
An annual meeting of the Members of the Association shall be held on the second Monday in September of each year.
and The KCSA Articles of Incorporation state:
six weeks prior to [the annual meeting], the Board of Directors shall determine the number of directors to be elected at the annual meeting so that the number of elected directors shall be equivalent to one director for each 1500 Class A and B votes, or fraction thereof, outstanding as of sixty days prior to the annual meeting date, but in no event shall there be less than three or more than seven elected directors.
For the annual meeting on September 8, 2014 this determination should have been made on July 28, based on a voter list prepared and made available for Members’ inspection on July 10. The KCSA Board canceled their regular July meeting, and there are no minutes showing that this determination was ever made.
So, nobody is questioning the Board’s determination, because no determination appears to have been made!
(According to the 2012 Voter Lists, there were 2336 Class A votes and 2114 Class B votes. Do the math! )
2. Separation of Class A and Class B votes (the “Double Vote” issue)
The Virginia Nonstock Corporation Act, § 13.1-856 states:
If the articles of incorporation authorize dividing the members into classes, the articles may also authorize the election of all or a specified number of directors by the members of one or more authorized classes. Each class entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
It is true that most residents who are entitled to vote both Class A and Class B votes will vote both the same way, but the law requires us to be able to vote our Class A and Class B votes separately if we so choose. If there is one vacancy and you have one Class A and one Class B vote, shouldn’t you be allowed to vote once for each of two candidates instead of being forced to give two votes for one candidate? Virginia law says you should. What is there to dispute?
KCSA Tries Again . . .
10 NOV 2014: In an attempt to revive the dismissed Complaint for Declaratory Judgment, KCSA’s attorneys today filed a Motion for Reconsideration, asking the Court to reconsider its October 20 decision to dismiss the case. As evidence of a continuing controversy, the Motion cites content from this web page, and also references a formal complaint received by KCSA that claims that “the lack of effort on the part of KCSA to resolve the issues along with the failure to fully inform Members of progress towards a resolution, and an apparent complete lack of urgency in rescheduling the election is unacceptable“.
State Ombudsman Strikes Down KCSA’s Meeting Recording Rules
22 OCT 2014: The Virginia State Common Interest Community Ombudsman issued a determination today that KCSA’s “Rules for Recording Meetings of the Association” appear to be in direct conflict with common interest community law, specifically the Virginia Property Owners Act § 55-510.1. Click here to read the full ruling.
Would Mediation Be Better and Cheaper?
21 OCT 2014: After running up huge legal bills and more than three months lost in the process, we are now back to where we were in July.
Questions raised about the KCSA election process for the Board of Directors remain unanswered.
Rather than pointing fingers and continuing a battle between attorneys, perhaps its time to bring in an independent, professional mediator and to hold an open meeting to discuss these questions. The mediator’s recommendations cannot be binding on all members, but at least the Board and all of those involved in the dismissed lawsuit could agree to accept the recommendations.
Judge dismisses KCSA Complaint
20 OCT 2014: Today in court proceedings in Williamsburg/James City County Civil Court, the judge heard oral and written arguments for the defense motion to demur and dismiss the KCSA Complaint for Declaratory Judgment, filed by KCSA’s attorneys, LeClair-Ryan, on August 7.
After hearing from the attorney for the defendants and from LeClair-Ryan for KCSA, the judge ruled against KCSA and dismissed the case, there being “no judiciable matter over which the court has jurisdiction”.
When Will the Election Happen?
According to the August 7 letter from the KCSA President, The Annual Meeting, originally scheduled for September 8, 2014, “will not be held as originally scheduled to allow time for the resolution of certain issues that have arisen in connection with the annual election of board seats by the membership.” KCSA has filed a Complaint for Declaratory Judgment with the Williamsburg/James City Circuit Court in order to seek a resolution of these issues.
For more about the candidates for the election, click here.
If you would like to track the progress of the legal case, you can do the following:
- Go to
- Select Williamsburg/James City County Circuit Court & click “Begin”
- Check “Civil Division” then enter CL14001097-00 for the Case Number & click “Case Number Inquiry”
- The case details should be displayed. You can click “Pleadings/Orders” at the top to see the latest status of the case.
- Don’t forget to click “Logoff” when you are finished.
All KCSA Committees need volunteers.
If you would like to participate, please submit a Statement of Interest form to the KCSA Office. The form is available at the office or by clicking here.
In particular, the Budget & Finance Committee is seeking volunteers. The Committee advises the KCSA Board of Directors on matters pertaining to the financial budgeting and management of the Community. Experience in accounting, finance or project management is desirable. Commitment to the community and a desire to maintain the level of excellence that Kingsmill possesses is mandatory. If you are interested, please contact Ron Lynde, Treasurer at firstname.lastname@example.org or 757-345-0181 to discuss and complete an application.
Why Build This Site?
The Kingsmill community is changing … and many more changes have been proposed. And, naturally, many residents have been asking questions. Unfortunately, not all of the answers have been forthcoming. The best place to provide those answers is on the community website, www.kingsmillcommunity.org. KCSA’s Communications Committee is working hard on a new website that should provide all of the features that the community needs but, in the meantime, this temporary, unofficial website is intended to fill some of the gaps in the current site and, at the same time, provide some ideas that could be incorporated into the new community website.
(Kingsmill Community Services Association does not own, run or endorse this site)