Some of you have seen or heard about an email circulating through SV that disputes the power of the elected Board of Directors as well as besmirches the board’s integrity.

This email stated that we have added language to be voted on that gives the Board power of attorney – Attorney in Fact – over all of the lots in the Village. That is untrue. The language only refers to Board responsibility for Common areas. This statement was conveniently left out of the email and was purposefully misleading. There is no abuse of power here – also what we were accused of.

The email goes on to say that our lawyer said this language isn’t critical but it is our attorney who suggested it as a best practice for Homeowner Associations who are defined as non-profit corporations by Maryland corporate law and have powers and responsibilities as defined by statute. HOA Boards are considered Directors of a Non-Profit Corporation.

With this confusion surfacing our attorney submitted the following –

“The “attorney-in-fact” language proposed for Section 7.1(i) of the Bylaws does NOT grant the Board ANY authority over the individual property of the owners. This provision is very limited; it applies ONLY to the exercise of rights and interests with respect to the Association-owned Common Areas. This authority is provided to the Association to ensure that in the event of damages to or claims involving Common Areas, necessary action can be taken on behalf of the Association. Without this authority, the Association cannot effectively or efficiently respond to potential issues with Common Areas that would otherwise require coordination of the entire Membership. The plain language of proposed Section 7.1(i) (i.e., “to manage, control and deal with the interests of such owners in the common areas”) make clear that this authority of the Board is limited ONLY to interests in the Common Areas, and does not extend to individual Lots or other property of the Owners.”

There was also the insinuation that the Board quietly slipped this language and the word “irrevocable” in after the October 2021 Town Hall meeting held to discuss possible changes to the Governing Documents. This proposed language has been in the draft Bylaws since at least November 2020! This was even with a mostly different board in place!

The email also goes on to complain about how we misrepresented what the scope of the Document Review would be and quotes scrubbing the developer only. This is also false. The purpose of the long-standing exercise initiated in 2018 was to:

• Scrub out the developer (Caruso)
• Update our documents to reflect changes in MD HOA law
• Update to reflect how SV has been operating (example – the docs say a BOD member needs to be chair of Nominating Committee which we don’t do)
• Update to reflect how SV WANTS to operate (best example – voting to potentially have two-year BOD terms.)

If the sole intent was to eliminate Caruso our lawyer could have done it alone and submitted it for BOD review and community vote years ago.

Sincerely,

The Symphony Village Board of Directors