First Judicial Circuit Judge J. Scott Duncan on Feb. 27 will hear arguments between Plaintiff Romi White and Defendant Holley-Navarre Water System (HNWS).
White, a member in good standing of the utility, filed the lawsuit after five HNWS board members, during a specially called Feb. 10 meeting, voted to “hold and not count” certain proxies during the member-owned utility’s Feb. 18 annual meeting.
The lawsuit challenges the legality of that action, asserting the board seemingly violated HNWS corporate bylaws, state statute and the opinion of the utility’s own legal counsel.
HNWS is represented by Pensacola Attorney William Dunaway. During HNWS’s Feb. 10 special meeting, Dunaway stated, “Is it required that we use the proxy form that the company puts out, and the answer under state law is no.”
“There are many troubling factors and unanswered questions,” says White. “Not only were dozens of members’ proxy votes not counted but also many more were not even turned in after that Feb. 10 vote. Then minutes after results of the Feb. 18 election were announced, those same rejected proxies were allowed to be counted during the Section 6 vote, which removed a duly re-elected Director.”
The Section 6 vote was announced by HNWS via email to members days before the Feb. 18 annual meeting and refers to Section 6 of the corporation’s bylaws, which allow for directors and officers to be removed.
“I don’t believe a lot of members understood the Section 6 vote and that it was taking place that night,” says White, noting Director Daryl Lynchard was re-elected by 214 votes then immediately removed by only 82 votes.
Additionally, White points out that Holley-Navarre Water System in a May 15, 2001 lawsuit sought and won a challenge against the Constitutionality of Santa Rosa County Ordinance 2001-03, which contained a provision prohibiting “customer-owned utilities” from using proxies when electing a director or officer.
That lawsuit argued how it takes a “majority of the membership” to amend the utility’s bylaws, stating, ”If the members perceive abuses in the use of proxies during its corporate elections, the members have the ability to amend their bylaws to prohibit proxy voting.”
EDITOR’S NOTE: White is the owner and publisher of South Santa Rosa News. If you believe your proxy vote my not have been counted, contact her via 850-503-6242.
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