Shareholder vote 1 of 6
Change the Certificate of Incorporation (and edit the By-Laws) to lower quorum to 25% from its current level of 50%
The Board recommends voting YES to this change.
Why:
Currently, 50% of shareholders must vote for that vote to be valid. Shareholder annual meetings require 50% of the shareholders to be present or mail in their votes to be valid. Board meetings require 50% of the board to be present to be valid. Although we have had this threshold over the last couple of votes, RML historically comes nowhere close to this figure. Our recommendation is to appropriately amend the Certificate of Incorporation to set quorum at 25% and strike the invalid passage in the By-Laws. To have a legally valid shareholder meeting and set of votes on March 18, we must have a minimum of 500 shareholders votes.
Please vote, especially by mail, so that we will know how many shareholders must be physically present. Without at least 50% of shareholders mailing in a ballot or being physically present, we will have to postpone the meeting. Also please vote on every question.
Shareholder vote 2 of 6
Change the Certificate of Incorporation to state that a vote for dissolution requires a simple majority vote.
The Board recommends voting YES to this change.
Why:
This restores the original intent of the Certificate of Incorporation.
In 1969, changes to the NJ corporate law altered the requirements for a vote of dissolution from a simple majority to a two-thirds majority. However, RML can restore their Certificate of Incorporation to its original configuration.
This vote restores the original intent of RML and simplifies the process of dissolution.
No matter your position on RML dissolution, this is an essential question defining a critical operational process for the organization. Affirming the original language of the Certificate of Incorporation ensures that RML and the RML Board can, and will, be responsive to the majority will of the shareholders. If the majority of shareholders do not want to be part of RML, then there is no viable way for RML as an organization to continue.
Please vote, especially by mail, so that we will know how many shareholders must be physically present. Without at least 50% of shareholders mailing in a ballot or being physically present, we will have to postpone the meeting. Also please vote on every question.
Shareholder vote 3 of 6
Are you in favor of Changing the By-Laws to increase the threshold for a shareholder request for meeting from 5% - 25%
Board recommendation:
Vote YES for this change.
Why:
This change is consistent with updating the Articles of Incorporation to set quorum at 25%. The Board must be responsive to the shareholders. However, the time and expense associated with a special shareholder meeting and/or vote is very significant.
Setting this threshold to 25% instead of 5% ensures that this avenue would be restricted to items that are of a broad interest to all shareholders.
Please vote – especially by mail so that we will know how many shareholders must be physically present. Without at least 50% of shareholders mailing in a ballot or physically present, we will have to postpone the meeting. Also please vote on every question.
Shareholder vote 4 of 6
Change the By-Laws to allow for dues and assessments based upon zones. The zones will be established based on a third-party recommendation of net shareholder value derived by RML lake properties.
Why:
At present, RML only has the authority to charge a single set of dues for all shareholders because there is only one shareholder class in the incorporation document. Currently all shareholders are subject to the same dues and/or assessments.
There are shareholders who derive a far greater value from their RML properties. The majority of shareholders derive little to no value from RML. This change to the By-Laws would provide a legally defensible methodology to establish tiered dues and assessments. The Board wants to be very specific about the wording of this text in case of any legal challenge. The methodology used would be applied to either annual dues or a final assessment for the dissolution of RML.
Board recommendation: Vote YES for this change.
Regardless of dissolution, RML must have a legally defensible methodology for charging differing levels of dues. Through no fault of the shareholders, the amenities offered by RML have dwindled to the point where only a very small number of shareholders derive significant value from RML.
The remainder of the shareholders should only be approached for the items that are of direct value to them: Insurance (to limit shareholder liability) and the costs of meeting, ballot, and vote notifications.
The use of a third-party – especially a real estate agent – will provide a verifiable basis for determining zones and allocating costs.
Voting NO on this ballot would force the Board to pass along dues or final costs based upon a flat rate for all shareholders.
Please vote – especially by mail so that we will know how many shareholders must be physically present. Without at least 50% of shareholders mailing in a ballot or physically present, we will have to postpone the meeting. Also please vote on every question.
Shareholder vote 5 of 6
Do you support the sale of the Crystal Lake Beach Club to the new locally formed organization Crystal Lake Community Beach (CLCB)?
Vote YES for this change.
The Board gives its highest recommendation for this item.
Why:
CLCB is an Oakland formed organization that is looking to take over operations of the Crystal Lake Beach Club from RML. There are several advantages for both RML and the Beach Club in this choice.
The organizations will be legally separate.
A Land Use agreement will provide RML shareholders a level of amenity.
As a not-for-profit entity, CLCB will be able to fundraise and seek grants
Separate accounting equals simplified accounting for RML
Eliminates liability associated with the Beach Club from shareholder responsibility
The sale of the Beach Club to CLCB has immediate benefits for RML and RML shareholders (regardless of dissolution). It also has benefits for the future of the Beach Club. Each are listed in the document below.
Shareholder vote 6 of 6
This is the sixth of six updates regarding shareholder votes leading into the annual meeting on March 18.
Elect five directors to serve on the Board of RML.
RML is a shareholder based organization. The shareholders direct the organization primarily through the election of directors. The directors are tasked with maintaining the operations of RML. The directors serve the interest of the shareholders.
The portion of the ballot dedicated to the election of shareholders is heavily regulated by PREDFDA or NJ state law. Specifically, the ballot must list candidates in alphabetic order of last name. The ballot cannot indicate if any candidates are current Board members. Finally, the ballot must have as many blank spaces as there are open positions for the Board.
Unlike other ballot items, the five candidates receiving the highest number of votes will be elected to the Board. Thus, candidates can be elected without receiving a majority of votes.
Please vote – especially by mail so that we will know how many shareholders must be physically present. Without at least 50% of shareholders mailing in a ballot or physically present, we will have to postpone the meeting. Also please vote on every question.
Board recommendation:
The Board makes no recommendation on who to vote for. It is up to each shareholder to determine which candidates would best represent their interests in the running of RML.
We extend our gratitude and well wishes to every person who has willingly stepped forward as a candidate. There is a great deal of sacrifice in serving the shareholders of this organization. The desire to be involved is respectable.