Chateaux Sur Mer

NOTE: New Proxy Materials as of APRIL 3, 2017 - PLEASE DISREGARD ALL PRIOR TO THIS DATE

Dear Fellow CSM Member,

You will have seen that we have received a new legal challenge, this one directed at the Revised Directed Proxy circulated to CSM members on March 23.  That proxy provided the opportunity to vote for or against each of the incumbent directors (all of whom are standing for reelection) and/or any nominees from the floor of the April 17 Annual Meeting, up to a maximum of 7 candidates.  That 7 vote limit conformed to current size of the CSM Board -- 7 members.

The legal challenge is based upon a CSM Bylaw provision which calls for a Board of not less than 5 or more than 9 members.  The challenge demands that each member be given a new form of proxy that permits members to vote for up to 9 nominees (notwithstanding the current size of the Board).

Without conceding the validity of this latest challenge, the Board does not wish to risk the further frustration, potential delay and legal expense of quibbling over this issue.  The Board has consistently tried during the past year to encourage member participation (by instituting open meetings, creating a CSM website, publishing Board minutes, etc.).  Accordingly, the Board is prepared to leave it to the Annual Meeting vote to determine both the size and membership of the Board, notwithstanding the resulting inconvenience of soliciting new proxies from all members.

What does this mean for you?

✓ TO HAVE YOUR VOTE COUNTED, YOU WILL NEED TO COMPLETE  A REVISED DIRECTED PROXY IN THE FORM ATTACHED TO THIS EMAIL which permits you to vote for up to 9 Director nominees.  The need to complete a Revised Directed Proxy applies whether or not you have already submitted a proxy (in any form) prior to the date of this email.  Any previously submitted proxy will be automatically superseded by your new Revised Directed Proxy.

✓ IF YOU DO NOT PLAN TO ATTEND THE APRIL 17 ANNUAL MEETING, YOU WILL NEED TO SUBMIT* YOUR COMPLETED REVISED DIRECTED PROXY (in the form attached to this email) PRIOR TO THAT MEETING OR HAVE ANOTHER MEMBER BRING IT TO THE MEETING FOR YOU.

✓ IF YOU PLAN TO ATTEND THE APRIL 17 ANNUAL MEETING, YOU MAY SUBMIT* YOUR COMPLETED REVISED DIRECTED PROXY (in the form attached to this email) PRIOR TO THAT MEETING OR BRING IT WITH YOU TO THE MEETING.

As you will see, the attached Revised Directed Proxy permits you to vote for or against Director candidates nominated from the floor of the Annual Meeting.  If you would like to vote on one or more of any such nominees, you or your named proxy should fill in the name(s) of those candidate(s) and indicate your vote.

THE TERMS OF THE PROPOSED SPECIAL ASSESSMENTS, AND THE DATE, TIME AND LOCATION OF THE ANNUAL MEETING, REMAIN UNCHANGED.

We greatly regret the need to bother you yet again.  We look forward to seeing you at the Annual Meeting on April 17 at 10 AM, Sanibel Library, and encourage you to complete and submit the attached Revised Directed Proxy in advance to facilitate the counting process.

If you have any questions with respect to the voting process, please feel free to contact Andi Ledis, CSM Recording Secretary (tel:  239-395-8759; email:  AndiL1@aol.com).

Respectfully,

CSM Board

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*           The signature page of the attached Revised Directed Proxy contains submission instructions.

Click HERE TO VIEW revised proxy

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NOTE PROXY MATERIALS UPDATED AS OF MARCH 24, 2017.  (DO NOT USE as of April 3, 2017)

Dear Fellow CSM Members,

Attached is a Revised Notice of Annual Meeting and Revised Directed Proxy.  As you will see, they provide for (1) a REVISED ANNUAL MEETING DATE OF APRIL 17, 2017, and (2) amendments to the agenda and directed proxy to PERMIT DIRECTOR NOMINATIONS FROM THE FLOOR OF THE MEETING.  We sincerely regret the inconvenience caused to members by these changes.  For those interested, we offer the explanation below.

The Association's bylaws provide for the election of Directors at the annual meeting.  Toward that end, they call for the Association's President to appoint a nominating committee in advance of the meeting to identify candidates for election.  Mindful that none of the current Directors had reached her/his 6 year term limit, each Director was asked whether she/he wished to stand for reelection.  All agreed, resulting in a full election slate, thereby mooting the need for a nominating committee.  The Board recognized, however, that other members might wish to be nominated.  Accordingly, the January 22 Association update to all members invited additional nominations from the membership.  In that notice, the Board expressed its intention to leave the nomination period open for over 5 weeks (until March 1, 2017, i.e., prior to distribution of proxies) to allow ample time to field additional candidates from the membership and to allow all members (including those not attending the annual meeting) to know the complete slate of candidates.  That notice was also posted to the Association's website.  It noted that nominations from the floor would not be permitted.  The Board took this approach so that anyone not attending the annual meeting in person would know the full slate of nominees in advance and be able to vote for candidates of his/her choosing.  As of this date, no additional Director candidates have been proposed.

On March 21, just 11 days prior to the originally scheduled annual meeting, the Board received an email calling into question the legality of the nomination process due to the absence of a formal nominating committee and the inability to nominate Director candidates from the floor of the annual meeting.  The Board believes both these claims are without substantive merit and that the nominating process followed was both fair and designed to encourage voter awareness and participation.  While the Board sees the objection to the election process as simply one more stratagem to delay and/or defeat the proposed paving assessment to be considered at the annual meeting, it does not want to incur needless further legal wrangling and expense.  

It has always been the objective of the Board to encourage member participation, through open meetings, town hall sessions and the creation of a website for the distribution of Association information and the exchange of viewpoints.  The Board also has no interest in retrenchment.  Consistent with that approach, the Board has rescheduled the annual meeting date to April 17, 2017, to permit adequate notice of its intent to permit Director nominations from the floor and to resolicit proxies that would allow for voting on all Director nominees, including those nominated from the floor.  (The terms of the special assessments to be considered at that meeting have not changed.)  REGRETTABLY THIS MEANS NEW REVISED PROXIES (IN THE FORM ATTACHED TO THE REVISED NOTICE OF ANNUAL MEETING AND WHICH INCLUDE THE OPTION TO VOTE ON FLOOR NOMINATED DIRECTORS) ARE BEING SOLICITED AND MUST BE RECEIVED BY THE RECORDING SECRETARY PRIOR TO THE APRIL 17, 2017 RESCHEDULED ANNUAL MEETING DATE.

Again, we regret greatly the added frustration and procedural burden imposed by this renoticing and resolicitation process.

The CSM Board

Click here to view the ANNUAL MEETING NOTICE