Special Membership Meeting — Frequently Asked Questions

Click on any question to view the answer.

Please send reasonable submissions for inclusion in this list to faqs@kcsanews.com, and they will be included.
(Please make them factual, with links to sources, and avoid personal attacks).

Why was the Special Membership Meeting continued to March 5?
No specific reason was given. At the January 14 Special Membership Meeting, Christine Rose, presiding over the meeting in Frank Dooley’s absence, announced that the meeting was being held “for the sole purpose of continuing the meeting to Thursday, March 5 at 7pm in the same location”. In a discussion that followed, Ms. Rose announced that, as of two days ago, 600 signed proxies had been received. So, even if all present had voted in favor of the proposed amendments to KCSA’s governing documents, the vote would still have fallen far short of the 1,553 votes needed to pass.
Will the vote really take place on March 5?
At the January 14 meeting, Ms. Rose announced that the Special Membership Meeting was being continued to 7:00pm on Thursday, March 5, 2015 at the same location in the DoubleTree Hotel, 50 Kingsmill Road, Williamsburg, VA 23185. You can view a map here. No assurances have been provided that the vote will actually take place on March 5, or that it will not be continued again to another future date.
Why are we having this "Special Meeting and Vote"?
This is a question that all KCSA members should be asking, and one to which we all deserve a clear answer. The proposed amendments concern three separate issues, but KCSA Members are being asked to vote on an "all or nothing" basis. The three issues are:
1. The KCSA Board of Directors is proposing to change the rules for KCSA Board elections so that they do not have to answer the concerns expressed by some KCSA Members that the existing rules for the election scheduled for September 8, 2014, were not being properly followed.
2. Xanterra has agreed that, when and if they are successful with their future development plans, they will allow homeowners to elect a majority of seats on the KCSA Board. The proposed amendments would incorporate all of the conditions set by Xanterra, along with references to numerous other documents, making our governing documents much more complicated. Since Xanterra has already expressed their agreement in writing, there is no advantage to KCSA Members in this amendment to our governing documents at this time.
3. Xanterra is asking KCSA Members to give them the right to offer short-term rentals on newly constructed living units within the Resort Area (area shown in red here), including possible new construction at the intersection of Kingsmill Road and Mounts Bay Road, previously used for LPGA parking. No specific plans for the new construction have been released by Xanterra, and some Members may prefer to defer a vote on this amendment until those plans are known.
What are we giving up and what do we get back?
The first three agreements below have already been signed by both KCSA and Xanterra and recorded in the Court Clerk’s office.

What KCSA Gives to Xanterra What KCSA Gets Back Source
Burwell’s Bluff Easement (Nov 5, 2014) Easement
Utility easement within Sir George Percy for a new sewage line (in existing right-of-way for approx. 1,000 feet towards East Landing). $10  
Permission to tie into existing road for new entrance to Burwell’s Bluff. Construction rules that cover traffic routes, work days/ hours, contractor parking, cleaning, and any required damage repair (no time specified).
Limits construction traffic on Sir George Percy beyond entrance to Burwell’s Bluff.
 
  Xanterra resurfaces Sir George Percy (entire street) after construction at an approximate value of $50,000.  
Burwell’s Bluff Memorandum of Agreement (Nov 5, 2014) Presentation
and MOA
Similar easement will be granted in the vicinity of Southall Road/Kingsmill Road intersection.    
Similar access and utility easements to benefit any Development Parcels approved by James City County.    
Threshholds:
1) James City County approval of Amended Master Plan currently on file (Z-0002-2014/MP-0002-2014), or
2) Sale of 100 units and/or lots in Xanterra by-right and development parcels to third parties.
When either threshhold is met:
Xanterra agrees to cast its KCSA Board votes and Class C membership votes to increase resident board directors from four to six out of nine.
Changes to board require amendments to Articles/Declaration and a 2/3 affirmative community vote of each member class and the consent of the Developer.
 
All Xanterra units built or to be built on Resort property will be exempt from KCSA short term rental restrictions. Xanterra units sold to 3rd party buyers and eligible for permanent occupancy will join KCSA.  
  Xanterra agrees to provide EPB a draft of parcel guidelines for Burwell’s Bluff (and any future neighborhoods) and to consider reasonable revisions.  
Amendment to Burwell’s Bluff MOA (Dec 3, 2014)
(after Jim Zinn presentation to KCSA Board and members, without notice to KCSA members)
MOA Amendment
Item (1) in above threshholds amended to:
Case Z-0002-2014/MP-0002-2014 or any subsequent master plan or rezoning applications(s) for a total of at least 147 new residential Living Units and/or Lots.
   
Proposed amendments for Jan 14, 2015 Vote
(* compare to Burwell’s Bluff MOA + Amendment above?)
Nov 25 Announcement
  Elimination of Class B voter rights.  
Threshholds:
1) James City County approval of Amended Master Plan Case Z-0002-2014/MP-0002-2014 or any subsequent master plan or rezoning applications(s) for a total of at least 147 new residential Living Units and/or Lots, or
2) Sale of 100 units and/or lots in Xanterra by-right and development parcels to third parties.
When either threshhold is met:
Xanterra agrees to cast its KCSA Board votes and Class C membership votes to increase resident board directors from four to six out of nine.
Changes to board require amendments to Articles/Declaration and a 2/3 affirmative community vote of each member class and the consent of the Developer.
 
All Xanterra units built or to be built on Resort property will be
exempt from KCSA short term rental restrictions.
   

* At the December 10 Homeowner Forum, KCSA member, Andrew Lloyd-Williams pointed out that “the Memorandum of Agreement [for Burwell’s Bluff] includes the conditions that Xanterra has agreed to” and KCSA’s attorney, Liz White, responded “You are right”. You can listen to the exchange here.

What is the "gag rule" and why is it important?
Article VII, Section 5 of the Declaration of Covenants and Restrictions states that: "As long as the Developer is likewise an Owner, the Association [KCSA] may not use its resources nor take a public position in opposition to the Kingsmill Master Plan or to changes thereto proposed by the Developer without the written consent of Developer. Nothing in this section shall be construed to limit the rights of the members acting as individuals or in affiliation with other members or groups".
The proposed amendments to the governing documents make no mention of removing this restriction on KCSA and, as long as it remains in place, allowing the homeowners to elect a majority of Board members may not make much difference. Because of this "gag rule", even with a majority of Board members elected by homeowners, KCSA will still be unable to do anything without Xanterra’s approval. Some may prefer to defer any amendments to the governing documents until removal of the "gag rule" is included.
Given the inclusion of this "gag rule" in the Declaration, it would seem reasonable to argue that, in the interests of fairness, KCSA should not use its resources nor take a public position in support of the Kingsmill Master Plan or of changes thereto proposed by the Developer. Yet, at the March 5, 2014 James City County Planning Commission meeting, Jim Zinn, speaking on behalf of all the elected members of the KCSA Board, took a public position in support of changes to the Kingsmill Master Plan proposed by Xanterra. Moreover, KCSA then commissioned attorney, Liz White, to write a letter to the James City County Planning Commission affirming KCSA’s support for the proposed changes.
When will the Informational Sessions be held?
The November 25 letter from the KCSA President to all KCSA Members promised that: "Informational sessions will be held in December and communicated when a time and place have been determined. FAQ’s will be posted on the official website of KCSA at www.kingsmillcommunity.org".
A 12½-minute presentation on the proposed amendments was made by Ron Lynde during the December 10 Board meeting and you can listen to it here.
Ron promised to upload the slides from his presentation to the official KCSA website.
In a letter sent by Timothy O’Connor to all KCSA Members, dated January 2, 2015, it was stated that “there will be two informational sessions regarding the proposed amendments on Thursday January 8, 2015 at 3PM and 7PM at Mounts Bay Recreation Center”. FAQ’s have yet to appear on the official website of KCSA, so watch this page for updates.
Why are we being asked to return the proxy forms "as soon as possible"?
The November 25 letter from the KCSA President asked KCSA Members to return the proxy “as soon as possible” and the letter in the December Bulletin asked members to return the form “as soon as you are able”. The deadline cited in the proxy instructions is 5:00pm on January 13, 2015. You do not need to submit your proxy before January 13, and you should not return your proxy until you have attended one of the promised informational sessions and/or have read the FAQ’s to be posted on the official website of KCSA at www.kingsmillcommunity.org. If you plan to attend the meeting on January 14, you do not need to return the proxy form.
Why is KCSA trying to suppress opposing views?
The email sent by KCSA to all Members on December 9 denounced some groups of KCSA Members that, in KCSA’s words, "are not affiliated with KCSA and do not speak for or represent KCSA". In a democracy, the purpose of a community-wide vote is to determine how the whole community feels about the issues to be voted on, and it is important to hear all points of view. Until the vote actually takes place, we should not make any assumptions about which opinions are representative of the whole community.
Who is making "misstatements"?
The email sent by KCSA to all Members on December 9 made allegations of numerous "misstatements" without attribution:
Alleged Misstatement example 1: "By voting yes, Xanterra has a "blank check" to build anything and everything anywhere they want and destroy the Carters Grove Country Road."
Alleged Misstatement example 2: "By voting yes, the Resort will be turned into a timeshare."
Alleged Misstatement example 3: "By voting yes, residents will obtain only "minor" benefits, which may take years to accomplish."
and the email further alleged that "these examples are only a few of the false and misleading statements".
We have asked KCSA to tell us where they found these alleged "misstatements", and we have scoured the few sources that the email refers to in an attempt to find these "misstatements", but we have been unable to locate any of them. None of the alleged "misstatements" appear, or have ever appeared, on this site.
How can I vote against the proposed amendments?
The proxy form accompanying the November 25 letter from the KCSA President to all KCSA Members can only be used to vote in favor of the proposed amendments. If you do not support the proposed amendments, you should not return the proxy form. If you are not sure, you should not return the proxy form and plan to attend the meeting on January 14.
How can I change my vote after I have returned the proxy form?
Once you return the form with your “YES” vote, there is no defined procedure for you to reverse your vote. You should contact the KCSA office at 757-645-3454 and ask them to return your proxy form to you.
Also, if possible, plan to attend the Special Membership Meeting on January 14, when you will have an opportunity to change your vote.
The proposed amendments refer to numerous other documents. Where can I find these documents?
Some, but not all of the documents are on the official KCSA website. All of the referenced documents are accessible on this site under the Documents menu above. You can also find each document by clicking below:
Articles of Incorporation
Declaration of Covenants & Restrictions
Xanterra’s Master Plan Amendment/Rezoning Application Case Z-0002-2014/MP-0002-2014
Xanterra Master Plan Amendment Proposals
Memorandum of Agreement KCSA-Xanterra 11/05/2014
Map showing Exhibits A & C from above (Exhibit A in red, Exhibit C parcels in yellow)
Where are the twelve "Development Parcels" within Kingsmill that Xanterra may subdivide and develop?
These parcels are described in Exhibit C to the Memorandum of Agreement between KCSA and
Xanterra, dated November 5, 2014 and shown in yellow on this map.
Any living units constructed on parcels inside the red perimeter, including the parcel at the intersection of Kingsmill Road and Mounts Bay Road, previously used for LPGA parking (Parcel #7) and the area currently used by The Mill and the Tennis Club (Parcels #8,9,10), would also be subject to short-term rentals and/or to subleasing. (Click here to view a bigger map).
What is the reason for taking away the voting rights of long-term renters after 41 years?
There appears to be no good reason for eliminating the Class ‘B’ vote, other than to avoid the question as to whether owner/occupiers should be able to separate their Class ‘A’ and Class ‘B’ votes. By eliminating the Class ‘B’ vote, this question goes away.
Why is this special vote taking place before the Board election?
According to the August 7 letter from the KCSA President to all KCSA Members announcing the postponement of the election scheduled for September 8, KCSA filed a Complaint for Declaratory Judgment with the Williamsburg/James City County Circuit Court "for the sole purpose of ensuring that all members of KCSA can have confidence that the organization’s election rules at issue in this matter are lawful". On October 20, 2014 the Court dismissed KCSA’s complaint, and a Motion for Reconsideration, filed on November 10, also failed. (See the Home Page on this site).
Having failed in their actions before the Court, the KCSA Board of Directors is now proposing to change the rules for the election so that they do not have to answer the concerns expressed by some KCSA Members that the existing rules for the election were not being properly followed.
What will happen if the proposed amendments to our governing documents are not passed?
1. The only immediate effect would be that the election for the KCSA Board of Directors would have to proceed in accordance with the existing rules, and not the new rules that are proposed in the amendments.
2. The eventual change in the Board’s composition to a majority homeowner control could be brought up again as a much simpler, single issue at a future date when one of Xanterra’s conditions are actually met (if ever).
3. Xanterra could ask KCSA Members to grant them the right to offer short-term rentals on new construction in the Resort area at a future date when they are able to show their plans for such new construction.
What is the process for verifying the vote count?
As explained in the November 25 letter from the KCSA President to all KCSA Members, the Virginia Nonstock Corporation Act, Section § 13.1-886, paragraph D, requires that: "The amendment to be adopted shall be approved by each voting group entitled to vote on the amendment by more than two-thirds of all the votes cast by that voting group".
Section § 13.1-845 of the same Act, requires that "The members’ list shall be available for inspection by any member, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation’s principal office". The list of all members eligible to vote should have been available in the KCSA Offices from November 28 and the number of votes required to exceed two-thirds of each of the Classes A and B should be easily determined from that list.
KCSA has an Election Committee, but no Charter for this Committee appears in the list of KCSA Standing Committee Charters and the Election Committee Chairman has indicated that there is no Charter for his Committee. The Annual Election Policies & Procedures refers only to elections for KCSA Directors.
The Virginia Nonstock Corporation Act, Section § 13.1-847.1. Voting procedures and inspectors of elections prescribes state requirements for counting of votes.
What has been the cost to KCSA Members of the legal actions arising from the election postponement?
Exact information is not available at this time. However, according to available data, legal fees for the month of November 2014 alone were $55,000 over budget, and legal fees for the full 2014 year are forecast to exceed the budget by $90,000.

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