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Office: 843.671.1343
Sea Pines Security: 843.671.7170
CSA Maintenance: 843.671.7849
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www.SeaPinesLiving.com | Facebook: www.facebook.com/SeaPinesLiving
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November 1, 2018
Dear Sea Pines Property Owners,
Recently, I have heard and seen many statements by others about CSA regarding the roles and duties of the organization, our Board of Directors and our members.
We want to make sure that you understand the role of CSA and how we are governed, function and operate. This will be the first of a series of letters where I will provide specific information from the South Carolina Non-Profit act, CSA bylaws, our Articles of Incorporation filed with the state of South Carolina, Sea Pines Covenants and other information that may be helpful to you. It is pretty dry stuff, so I understand if you have better things to do. Having said that, if you do follow along, I hope this helps. I will start broadly and then try to provide information on how these various governing documents work together.
How was CSA formed?
- CSA was formed as a result of the 1987 bankruptcy court plan and the Declaration of Covenants and Agreement of 1988 for the transfer of properties, reserved rights and obligations of Hilton Head Liquidation Corporation to Community Services Associates, Inc. CSA is a not-for-profit corporation and since 2015, a tax-exempt organization under the Internal Revenue Service code. CSA was formed for the specific eleemosynary purposes described in the 1988 covenants, as an integrated resort\residential\recreational community.
What does CSA do?
- CSA owns and provides services for most of the roadways, rights of way, leisure and beach paths/boardwalks, stormwater system operations and maintenance, landscape debris collection, recycling and mulch distribution, open space and landscape maintenance, wildlife management, safety and security services including gate, pass office (currently leased), security patrol, dispatch and administration, the community center (currently leased), other transportation services including the trolley and many other services.
What regulations govern CSA?
- CSA is a not-for-profit corporation and must comply with various local, state and federal regulations and laws that govern Hilton Head Island and Sea Pines. Specifically, but not exclusively, the South Carolina Non-Profit Act, federal law, South Carolina state, and local government law, regulation and code. Our covenants, assigned rights, agreements, bylaws and policies must also comply with these laws and regulations. The founding members of CSA and the court established the covenants and assignments, creating CSA to “provide continuity of management, protect property rights, preserve and enhance property values and ensure the continuation of Sea Pines Plantation as an integrated resort\residential\recreational community.”
Does CSA serve all Property Owners in Sea Pines?
- CSA’s purpose, filed in its’ certificate of incorporation with the State of South Carolina in 1988, 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.” CSA is filed as a “Mutual Benefit Corporation.” Our original and current bylaws go on to say that CSA shall “perform said duties and exercise said rights and manage said properties as to maintain” “Sea Pines as an attractive community and enhance the values of all properties in Sea Pines on a basis that does not discriminate among owners.”
Who are the Members of CSA?
- Our membership consists of “any owner of any residential land or business land in Sea Pines, provided however that there shall be only (1) membership for each lot or parcel of real property and all individuals or entities holding title shall be referred to as owner and/or member, i.e., interval ownership.”
What are some of the duties of the CSA Board?
- Since our inception, CSA has been governed by The CSA Board of Directors. Our Board is comprised of 17 members; 9 Class A directors (Residential Property Owners), elected by Class A members, 4 directors appointed by The Sea Pines Resort, and 4 Class B directors elected by owners of commercial property within Sea Pines. Under the non-profit act CSA Board members must follow the: General Standards for Directors (SC Non-Profit Act, Section 33-31-830.
- General standards for directors.
- (a) A director shall discharge his duties as a director, including his duties as a member of a committee:
- (1) in good faith;
- (2) with the care of an ordinarily prudent person in a like position would exercise under similar circumstances; and
- (3) in a manner the director reasonably believes to be in the best interests of the corporation.
- Accordingly and by the purpose of the articles of incorporation of CSA and by the standard set in the SC non-profit act, Directors of CSA must act in “the best interests” of the “mutual interests.” These phrases and facts are fundamental to CSA and its purpose, rights and obligations under the law, our covenants and our other governing documents. All elected and appointed Directors of CSA bring their various perspectives to CSA, but all are obligated to adhere to these fundamental principles.
- A few out there have said “The residential member (of the Board) must represent RPO (residential property owner) interests foremost and always.” This is inconsistent with South Carolina law and CSA’s purpose. These statements by a few put them at odds with our purpose and the law. Just as any similar statement, indicating a single interest from a Commercial or Resort representative would be inconsistent with South Carolina law and CSA’s purpose, as a mutual benefit organization.
I hope these quick facts have been helpful to clarify CSA’s roles and duties of the organization, our Board of Directors and our members. In my next update, I will provide additional insight on how CSA’s committees are formed, the role and responsibilities they have and how staff interacts with our Committees and the Board.
Sincerely,
Bret
Bret Martin,
Sea Pines CSA President
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Sea Pines Community Services Associates
843.671.1343 | Info@csaseapines.com | www.SeaPinesLiving.com
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