January 18, 2019
Dear Sea Pines Property Owners,
Happy New Year! I hope you and your family had a great holiday season. 2019 came fast and is starting off with many activities in Sea Pines. As always we will do our best in 2019 to keep you informed of event and activities for CSA Sea Pines.
This is part 2 of my Governance Series, and this letter is to help explain the CSA Organization and how it functions. As a reminder, in
part 1
of this series, I addressed the Governance of CSA and the fundamental purpose, laws and structure. In that letter, I also mentioned that in my opinion this is pretty dry stuff, so I understand if you have better things to do! We continue to get a lot of questions about who does what, and I hope this letter regarding CSA Organization and how it functions will help to clarify for you further.
Just as a review from my previous letter. Community Services Associates, Inc. (CSA) is a nonprofit “Mutual Benefit Corporation” who’s purpose is set out in its Articles of Incorporation and Bylaws. The stated purpose of CSA is “To promote, enhance, and protect the
mutual interests
of members of the organization, as such are related to the lands and interests owned by them.”
A member of CSA is defined in the 1988 Covenants and the Bylaws of CSA: From the Bylaws: A Member is “any Owner of any Residential Land or Business Land in Sea Pines, provided, however, that there shall be only one (1) Membership for each lot or parcel of real property and all individuals or entities holding title shall collectively be referred to as Owner and/or Member, i.e., interval ownership.”
Our organization acts through a 17-member board comprised of nine elected residential property owners, four representatives from The Sea Pines Resort and four members elected from the commercial entities within Sea Pines (these eight together comprise the Business Directors). Each CSA Class “A” residential board member is elected to a 3 year term, and cannot serve more than 2 consecutive terms. Commercial Class “B” board members serve three year terms, but are not limited in the number of terms they may serve. Sea Pines Resort board representatives are assigned until replaced by The Resort.
The Bylaws of CSA establish 4 committees and the ability to establish additional committees, this is consistent with the South Carolina non-profit act. The “Executive Committee” consists of the Chair of the Board, Vice-Chair, Secretary, Treasurer, and one other member of the Board as appointed by the Chair and approved by the affirmative vote of a majority of the Residential Directors then in office and the affirmative vote of a majority of the Business Directors then in office. Also established in the bylaws is: the Residential Director Nominating Committee; the Commercial Director Nominating Committee; and the Finance Committee. The Finance Committee is chaired by the Board Treasurer as described in his/her responsibilities in the Bylaws.
The bylaws also provide for additional Standing and Special Committees:
(a) The Chair of the Board, with Board approval, may establish such standing and
special committees as deemed necessary or appropriate to provide oversight and recommendations concerning the management and oversight of CSA operations and affairs. The Chair of the Board shall appoint the chairperson or co-chairperson of a committee, one of whom must be a member of the Board.
(b) The chair of each committee shall appoint members of the committee; such
appointees shall be subject to approval by a majority of the Directors then in office. Committees shall have no more than nine (9) members, excluding Board members, unless a larger membership is deemed appropriate for a particular purpose by the Chair of the Board. Members of a committee serve one-year terms and may not serve more than six (6) consecutive terms.
(c) Committee members must be CSA Members provided, however, that a spouse of a Member may be a chair or committee member, and if the Member is not an individual, that Member may designate an individual to serve on its behalf as a chair or committee member.
(d) Each committee shall have a written statement of its responsibilities and authorities. All such statements shall be approved by the Board annually.
From the South Carolina non-profit act, a committee of the board, however, may not: “(1) authorize distributions; (2) approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets; (3) select, appoint, or remove directors or fill vacancies on the board or on any of its committees; or (4) adopt, amend, or repeal the articles or bylaws”.
The South Carolina non-profit act goes on to state: In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1) one or more officers or employees of the corporation who the director reasonably believes is reliable and competent in the matters presented;
(2) legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence;
(3) a committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence;
CSA currently has the following Standing and Special Committees: Executive, Finance, Nominating (Residential), Nominating (Commercial), Communications, Gate Configuration, Gate Entry, Governance, Land Use Management, Maintenance Enhancements and Major Projects, Safety and Security, Short Term Rental and Strategic Planning. Other committees have existed in the past and the Board and committees in turn have established additional sub-committees and task forces to help the Board and Committees when significant work on a subject or assignment exists. All of the members of the Board and its Committees are volunteers and they receive no compensation for the duties they perform. They consist only of Members as described in the bylaws of CSA.
Through this committee structure, much of the work of the organization is developed for recommendation and approval by the Board. CSA Staff attends CSA Board and Committee meetings, providing information on current topics, as well as a historical perspective and information on the issues and concerns of the Board and its various Committees. CSA Staff supports the CSA Committees responsibilities by providing information to inform the Committee members as they seek to come to resolutions as they make recommendations to the CSA Board.
Last year there were a total of
137
volunteer CSA committee members.
By and large, the Committees make recommendations on policy to the CSA Board of Directors, work with Staff on providing input and feedback to the day-to-day operations of CSA, provide significant input on the future use of the resources of CSA and are representatives of the members of CSA. The Committee structure provides one of the sources of information for the Board to rely on in making determinations consistent with the purpose of CSA and the various governing documents of Sea Pines and the laws which govern us all.
We are always searching for committee members who can provide their experience, perspective, and contributions to the purpose of CSA. We encourage you to apply for committee membership via our committee application by
clicking here
.
Completed committee member applications should be emailed to Sandra Archer at
sandra@csaseapines.com
by
Monday, January 21, 2019
. The CSA Board will approve incoming committee members at the next CSA Board meeting on January 29, 2019, at 3 pm at the Sea Pines Community Center.
If you got this far in my letter, thank you for reading.
