FOR THE
RECORD
At the Sun City Anthem agenda review
meeting on December 2, 2014, there was a discussion
regarding modification to the lease agreement with the partners of Cafe
V.
The pro’s and Con’s of agreeing to
modify the agreement were discussed.
This article reviews the concept of
Fiduciary Responsibility as it applies to SCA.
Though some residents may like the
idea of a restaurant in our community, the past resident survey was very
specific in that 81% of the respondents clearly
stated they did not want to pay for the privilege of having a
restaurant on our premises.
Should we further reduce the rent to
V’s to help subsidize the private owners of this establishment, or should we
look for alternatives to further rent reduction?
Does our Board of Directors
represent their personal feelings, or do they represent the residents of Sun
City Anthem?
What is their responsibility to you
?
Fiduciary Responsibility
The term "fiduciary" refers to a relationship in which one person has a responsibility of care for the assets or rights of another person.
A fiduciary is an individual who has this responsibility.
The term
"fiduciary" is derived from the Latin term for "faith" or "trust."
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A fiduciary relationship exists with individuals who handle money or property for others.
For example,
your employees or contract employees may be fiduciaries, if they handle money or
property.
Trusted advisers
like your accountant or your attorney or your insurance agent may also be
fiduciaries.
In a
corporation, the board of directors, as a body, has a fiduciary responsibility
for the decisions they make with regard to corporate assets and the rights of
stockholders.
The fiduciary
responsibilities of a corporation's board members
includes:
Avoiding conflicts of interest.
Acting in the interest of the company rather than the member's
personal interest.
Providing oversight to assure that all company business is
transacted legally.
Making decisions to protect the assets of the
corporation.
Why are we bringing this
to your attention?
We are bringing this to
your attention to make a determination if the Sun City Anthem Board of
Directors MAY BREACH that LEGAL
REQUIREMENT.
Anthem Opinions has
learned that Cafe V may shortly
receive yet ANOTHER "lifeline" to allow it to remain in
operation.
It is well known that the
lease agreement between Sun City Anthem and that organization has been altered
time and again....each time, COSTING RESIDENTS OF SUN CITY ANTHEM precious
resources that YOU, as a property owner, pay each and every month through your
association dues.
Over the life of the
agreement, SUN CITY ANTHEM RESIDENTS have witnessed our Board of Directors
grant rent reductions and a below
prime rate interest loan at "interest only" payments for a three year
period.....to a tenant...
...that has habitually
been DELINQUENT in
THEIR
BILLS and has NOT LIVED UP TO THEIR OBLIGATORY
RESPONSIBILITY in order to remain on the premises to operate a business
in the Sun City Anthem Center.
Now....it appears
that additional action may be taken to FURTHER REDUCE the
obligation of Cafe V......and SUBSTANTIALLY INCREASE
those of RESIDENTS.
Here are the proposed
changes that will be voted on at the December 4, 2014 Board of Directors
meeting.
_____________________
RESTAURANT LEASE AGREEMENT ADDENDUM AMENDMENTS
Minimum
and Maximum Hours and Days of Operation
Change dates to January 1, 2015 to the termination of the Lease Agreement
Permitted Use
–
Catering
Exclusivity
Change
dates to January 1, 2015 to the termination of the Lease Agreement
Minimum
Rent
Replace current paragraph with the following language:
Minimum monthly rent shall be equal to 5% of gross revenue over
$85,000 to $100,000, plus 10% of sales above $100,001 for each month effective
January 1, 2015 to the termination of the Lease Agreement
Utilities
Utility
charges incurred for the restaurant during the months of January, February,
March, April, May, October, November and December shall be paid in accordance
with Section 12 of the Restaurant Lease
Agreement.
In
consideration of the costs landlord incurs for restaurant utilities regardless
of restaurant operation, Landlord will credit up to $4,000
each month for Restaurant utilities incurred during the months of June, July,
August and September until termination of the Lease Agreement.
Forfeiture of
Exclusive Catering Right to Hannaman Hall.
This
voluntary forfeiture of the exclusive catering service to Hannaman Hall will
continue under the existing conditions until the termination of the Lease
Agreement.
September
2014 Promissory Note
Terms
shall continue as stated in the Promissory Note dated September 2014 for past
due utility bills incurred by Tennant.
_______________________
Why do we bring "fiduciary responsibility" and the Cafe V lease agreement to your attention?
We
believe the time has come to answers questions as to the actions of the Board of
Directors meeting an important aspect of their LEGAL REQUIREMENT,
namely....
Making decisions to protect the assets of the
corporation
Why are
we concerned as to their legal requirement?
For a
simple reason....
Rarely
has Cafe V EVER grossed revenue between $85,000 and
$100,000.
And if they did...that would mean that Sun City Anthem residents would receive ZERO for the first $85,000 of restaurant revenue.....and 5% of the next $15,000 ( if they achieve a full $100,000) for a total of $750...essentially a FURTHER REDUCTION OF RENT from the current $2,000....a further...
62.5% reduction
It has
been documented that the cost to Sun City Anthem residents for the space
utilized by Cafe V is $4,000 EACH AND EVERY
MONTH.
...and
that the previous rental reduction placed SUN CITY ANTHEM RESIDENTS in a
position of PAYING THE DEFICIT....or...$24,000 per
year.
Now...with this latest proposal...that amount (assuming Cafe V meets the
gross revenue of $100,000), accentuates that obligation to
SUN CITY ANTHEM RESIDENTS to $3,250 per month....or $39,000 per year....
...a PURPOSEFUL LOSS OF RESIDENT FUNDS
!
And...with that in mind, we believe residents have the right to
know....
WHY THIS ACTION DOES NOT BREACH the FIDUCIARY RESPONSIBILITY
bestowed on MEMBERS OF A BOARD OF DIRECTORS....WHO VOTE IN FAVOR
of...
PURPOSEFUL LOSS OF ASSOCIATION FUNDS
...when
they have the responsibility of...
"Making decisions to protect the assets of the
corporation"
Anthem
Opinions
From Sun City Anthem Resident....Mary Lee Duley...to...Anthem Opinions (Part One of Two)
ReplyDeleteMy husband, Don, and I have been in Walnut Creek, CA handling his brothers estate as John passed away July 21, 2014.
I have attempted to keep my personal SCA data base participant aware of pertinent info (recalls, security alerts etc).
Having just returned from CA and heard the V Cafe is being referred to as an AMENITY raised the hair in my arms as it is NOT an Amenity and never has been one.
Cafe V is a profit (hopefully) making business!
I enjoyed an extremely successful real estate career In Hawaii for seventeen years.
Having been on HOA boards of our investment properties while being Principal Broker and Vice President of the fourth largest general brokerage firm in Honolulu, with 122 agents and 3 sales managers, offered unlimited experience and challenges.
I have stood at the podium at SCA Board Meetings many times since we moved here in 2006 and have questioned the restaurant contracts that the BOD and established committees desired to be put unplaced.
There were many that voiced the same concerns but it fell on deaf ears, sadly, and failures continued.
The restaurant contracts for Trumpets and all of those following were awarded (without food and beverage attorneys involvement ,sadly,) an incredible "give away", unheard of contract in commercial real estate!
This "give away" contract has Never benefited the
residents of SCA.
I suggested, to the Board of Directors and various committees and their members, that were created to research options, to HIRE PROFESSIONALS in the Food and Beverage Industry: a Nevada licensed attorney with a strong food and beverage background and a Nevada licensed commercial broker specializing in Food and Beverage.
Volunteers with some experience from other states agreed, yet the same, poorly written contract with changes that did not protect the residents of this association was once again implemented.
Failure has continued yet another decision to further "give more" away is being considered.
Has a Successful professional in Las Vegas Food and Beverage ever been consulted and if so, please share his or her background?
When any restaurant opens in Henderson or Las Vegas or in any city in any state, they sign a contract giving then the "use of a space".
The restaurant owner decorates and PAYS for whatever theme they desire and the restaurant owner pays for THEIR equipment, linens, accessories and everything else needed to open a restaurant business.
From Sun City Anthem Resident....Mary Lee Duley...to...Anthem Opinions (Part Two of Two)
ReplyDeleteThe SCA Board of Directors continues to approve a contract where WE (home owners in the SCA) PAY for everything, including REPAIRS or replacements of restaurant equipment when it breaks or wears out....endless spending that should be the responsibility of the Restaurant Owner and NOT the association IF the contract had been written by a Nevada licensed food and beverage realtor and attorney to protect the "association".
Would Wolfgang Puck or other Successful restaurant owners jump at a giveaway deal like Cafe V was given?
My opinion is YES, an experienced, successful restaurant owner could make this work AND it's not necessary to subsidize this profit making business.
This email is being sent to Bella Meese, our current Board of Director member as her name was referenced as being on the committee making suggestions to the SCA Board of Directors on all emails I received this morning after residents the board meeting review.
Sadly, residents have "given up" questioning concerns at BOD meetings and the poor attendance at these meetings is at an all time low.
More residents read the various websites/blogs available to residents than signing up and reading eblasts.
My personal opinion is that another "reduction" in rent or any other give away that does NOT benefit the Majority of SCA residents, is a huge mistake and the restaurant will continue to fail.
Great food, good prices, great service is necessary rather than excuses.
It's a rough business and restaurants change hands in Henderson and Las Vegas change ownership often.
At what point dies SCA say "enough us enough"?
These are my opinions and all residents are entitled to same, without fear if intimidation.
I hope the restaurant committee will give serious thought to hiring professionals in the food and beverage industry in Nevada BEFORE making any decisions regarding the Cafe V, currently leasing space in Anthem Center in SCA.
Please feel free to forward to all other Board if Directors and restaurant committee members.
I am forwarding it to the owners of the web sites available to SCA residents with the exception of Dave Berman as he asked to be removed from my data base over a year ago.
Thank you for your time and consideration.
Mary Lee Duley
Desert Sky Village/resident owner.
From Valerie L....to...Anthem Opinions
ReplyDeleteEvery day we look out our backyard and count the cars that are/aren’t in front of Café V and shake our heads. I think there will be a real uproar here if the Board allows them to not have to pay rent, and if that passes, the entire Board deserves to be IMPEACHED!!!!!!
Rewarding them for poor business and making us pay is ludicrous and deplorable.
People staying away from Café V is enough indication that they should cease and desist by 12/31 and not waste our money anymore for something that shouldn’t have been here in the first place..
From..Sun City Anthem Resident...J.T......to.....Anthem Opinions
ReplyDeleteSo it is OK for a director, Bella Meese, to put her picture on the first issue of a magazine that competes directly with The Spirit for ad revenue and have her husband as Content Coordinator and this same director puts her recipe in the December issue?
Check the ads for December issue. It looks like the new magazine is taking ads away from The Spirit.
That same director was formerly the liaison to the Communications Committee and is now the liaison to the Restaurant.
Sounds like a breach of "conflict of interest" in addition to a second breach of "making decisions to protect the assets of the corporation" regarding her need to support a restaurant with resident money, despite 80% of them not supporting that decision.
Let's hope she soon disappears from the board.
She has been one of the biggest disappointments ever elected to the position.
From Ruth S...to....Anthem Opinions
ReplyDeleteThis is a deplorable outrage that funds from our dues are being used to keep them open. It is NOT an amenity!
This is NOT a charity - it is a business, and by people not dining there shows that they don't like it. We DO NOT WANT OUR DUES GOING TO CAFE V CHARITY.