Questions Submitted to the NLYH Board
As requested, questions were submitted by Jon Alberghini, and I am providing this response on behalf of the Board of Directors
If you have additional questions that you believe have not been answered, please feel free to email them to me at Secretary@napleslandyachtharbor.org or submit them through the website using the “Contact Your Board” feature.
We appreciate your engagement and will continue working to ensure clear communication with the community.
My questions:
- ASSESSMENTS:
(President Espinola attempted to answer this at the meeting) however the question remains:
IF the lawsuit (s) result in a judgement against NLYH, does the Board have a plan as to how they will be paid ?
#1
It has not been determined whether the lawsuit(s) will result in a judgment against NLYH, nor what the outcome may be. At this time, NLYH is being represented by legal counsel from Varnum LLP, as well as counsel appointed by our insurance carrier.
A hearing is currently scheduled for July 7, 2027. Prior to that date, we anticipate participating in mediation before December of this year in an effort to resolve the matter.
Because the litigation is ongoing, we cannot speculate on potential outcomes or financial implications at this time which is why the Board noted that the 2026 budget does not include any lawsuit outcome beyond the $60,000 budget noted in the annual meeting report which is a 50% increase over what was budgeted in 2025.
- NUMBER OF DIRECTORS ON THE BOARD:
This has become a “hot button” issue that continues to grow and answers given by the Board have done nothing to satisfy the residents. Section 3.1 of our by-laws gives the Board the direction for forming a Board of Directors after the annual meeting/ election.
How did the number of Directors increase to ten when the by-laws require 9? How did an elected member (Jenny Shusta) loose her voting privilege guaranteed by the By-Laws? How can we have a non voting elected member? How can Ron Thomas hold a position and a vote on the Board when he did not run for the Board at the end of his term?
#2
The Board acted within the authority granted under Section 7 in managing the approved funds to meet the Corporation’s legal obligations. Ron Thomas was duly elected to the 2024 Board with a term scheduled to run through 2025. When a newly elected Board member resigned within two months of taking office, a vacancy was created in a seat carrying a term through 2026. That vacancy required action to preserve the staggered Board structure mandated by Section 3.1 of the By-Laws.
Section 3.1 requires that a staggered Directorate be maintained, with three seats becoming vacant each year. To comply with that requirement, the Board filled the unexpired term of the resigning Director. Ron was appointed to complete that term through 2026. The same process was applied to Randy Riley who won a one year term, whose term was adjusted to ensure the proper annual rotation of three seats for election.
There is nothing in the By-Laws that prohibits a sitting Director from being appointed to fill an unexpired term. The two-term limitation applies to successive elected terms; it does not prohibit appointment to complete a vacancy. The action taken was consistent with maintaining the staggered structure required by the By-Laws and was reviewed and confirmed by past Board members and legal counsel.
At present, Ron is serving in an interim capacity to ensure continuity and compliance with the required staggered rotation. Jenny intends to assume the position of Secretary when she is able to do so, as she currently has other obligations requiring her attention.
This was not an expansion of the Board, nor was it an attempt to circumvent the election process. It was a necessary governance action taken to comply with the structural requirements of the By-Laws.
- LEGAL EXPENDITURES
Section 7 of the by laws states “FISCAL MANAGEMENT SHALL BE IN ACCORDANCE WITH THE FOLLOWING PROVISIONS”: and it outlines requirements and a process that must be followed. You listed in your letter to residents the overages in legal expenses and the amount spent in 2 years. I do not expect you to have expenditures to the penny in the budget, and 7.1 gives you the path to follow to address these over expenditures when it states “If at any time a budget shall prove insufficient, it may be amended BY THE MEMBERSHIP for the remaining portion of the Fiscal Year.
WHY DIDN’T YOU TAKE ADVANTAGE OF THIS OPPORTUNITY TO GET APPROVAL FOR THE FUNDS YOU NEEDED TO DEFEND THE PARK FROM LAWSUITS?
#3
Section 7 requires that the overall annual budget be approved by the membership. That process was followed, and the total annual budget approved by the members was not exceeded.
While legal expenses were higher than originally projected, Section 7 expressly provides that “the budget shall constitute a goal for the Board in the day-to-day operation of the Community but shall not be deemed to require adherence to line items in the budget when reallocation of available funds [is] deemed necessary by the Board.”
In this case, the Board reallocated funds within the already approved total budget to address the increased legal expenses necessary to defend the Park. Because the total budget approved by the membership was not exceeded, the budget did not “prove insufficient” within the meaning of Section 7, and therefore no membership amendment was required.
The provision allowing amendment by the membership applies when the overall approved budget is insufficient for the fiscal year not when a particular category exceeds its original estimate, but the total budget remains intact.
- THE LETTER THE BOARD SENT TO RESIDENTS ON JANUARY 30, 2026
Your letter mentions several times that you are enforcing the by laws. That is not an issue with me nor is it an issue with residents. The issue is YOU ARE NOT FOLLOWING THE BY LAWS or POLICIES.
EXAMPLES: Section 3, the election and number of Directors; Section 7 Finances and budget; The Support animal policy that was (is) written so that all the legwork and back ground information and certification is done independently by the attorneys who then give the results of their investigative finding to the Board to vote on.
Your guidance in doing this is in a opinion by BECKER & Poliakoff on December 28 2016 and November 27, 2017 both of which are in the legal file. You cannot have a set time frame for submitting applications for service animals and you must evaluate each and every application request regardless of when the request is made.
WHY DO YOU CONTINUE TO NOT OPERATE WITHIN THE PROVISIONS OF OUR BY LAWS?
#4
The January 30, 2026, letter referenced our obligation to follow the By-Laws, and that obligation remains unchanged. The Board takes its fiduciary and governance responsibilities seriously and operates in reliance on the governing documents and legal counsel when necessary.
Your correspondence asserts that the Board is not following the By-Laws or policies and cites three areas: Section 3 (Election and Number of Directors), Section 7 (Finances and Budget), and the Support Animal Policy.
Section 3 – Election and Number of Directors
The Board is aware of the provisions governing the number of Directors and the election process. Any appointments or adjustments to terms were made in accordance with the By-Laws to maintain staggered terms and preserve the required number of annual vacancies. At no time has the Board acted outside the authority granted within the governing documents.
Section 7 – Finances and Budget
All financial matters, including budget preparation and adoption, are handled pursuant to the procedures outlined in Section 7. Financial records are maintained, and required approvals are obtained in accordance with established governance requirements.
Support Animal Policy
The Board, guided by Becker & Poliakoff and Varnum Law opinions, attorney reviews all requests for service or support animals on an individual basis, consistent with federal and Florida law. The current policy was prepared by our attorneys and reflects applicable statutes and Fair Housing standards. While residents are encouraged to submit requests with supporting documentation prior of the animals move in to help with timely review, requests submitted after this period will still be considered in good faith. Decisions are made based on the specific facts and documentation provided in each case.
If you believe any action conflicts with a By-Law, please identify the section and action so it can be reviewed. The Board remains committed to operating transparently, consistently, and within its authority.
- THE BUSINESS JUDGEMENT RULE
NLYH has always operated under a town hall meeting concept. In season there were 2 meetings a month with workshops residents could attend. You changed that format to a” BUSINESS JUDGEMENT RULE” . That is your prerogative to do, but it is a radical departure from the town hall meeting concept. It does give the Board tremendous power to make decisions and operate with a closed door concept and that should have been explained to the residents in a open meeting. What has happened is that very little information comes out and that has raised the suspicion of the residents to voice loudly the opinion “what are they hiding?”. Coupled that with the high legal fees and the lawsuits and resident confidence and trust of the Board is low.
WHY DIDN’T YOU AT LEAST ANNOUNCE THE BUSINESS MODEL CHANGE WHEN YOU DID IT SO RESIDENTS COULD UNDERSTAND WHAT HAS CHANGED AND WHY?
#5.
When Michael Espinola took office as President, it was publicly announced that the Board would transition to holding monthly meetings year-round, unlike prior Boards which only held regular meetings during the “in-season” months. That change was made to increase consistency, structure, and accessibility.
The decision to hold meetings in the evening rather than during the daytime was also intentional. The demographics and dynamics of the park have evolved, with more residents working during the day. Initially, the Board considered alternating between 6:00 PM and daytime meetings. However, attendance demonstrated significantly higher participation at evening meetings, and therefore the evening schedule was maintained to maximize resident access.
In addition, live streaming of meetings was implemented to further increase transparency and allow residents who could not attend in person to observe proceedings. These live stream meetings have been very successful in garnering over 700 views per meeting.
With respect to the Business Judgment Rule, it was not a “business model change,” but rather an acknowledgment of the legal standard under which all Boards are required to operate in the State of Florida. While certain matters, particularly those involving legal strategy, contracts, or confidential issues must be handled appropriately, the intent has not been to operate behind closed doors, but to balance transparency with legal responsibility.
The changes implemented were aimed at improving governance structure and accessibility—not limiting resident involvement.
QUESTION 6
The investigation and report of the Florida Commission on Human Relations
This report was released on October 24, 2025, and declared as a public record on that date. This investigation and the report found that NLYH did discriminate and harass a resident who has applied for a service animal approval. Given that 2 directors are named in the suit and that portions of the law suit have been appearing on Facebook as postings by residents ;
WHY HAS THE BOARD NOT TOLD RESIDENTS ABOUT THE REPORT AND THE RESULTING FEDERAL COURT LAWSUIT?
#6
The Board is aware that the Florida Commission on Human Relations issued a report on October 24, 2025, and that a related federal lawsuit has since been filed.
In hindsight, we could have acknowledged the existence of the report once it became public, however we have been under legal guidance not to disclose or discuss any matters. Our lack of communication was not intended to withhold information, but rather to follow legal guidance once litigation was filed.
Because this matter is now pending in federal court and involves two directors in their official capacities, the Association has been advised by counsel and its insurance carrier to limit public comment. We cannot discuss the merits of the claims or legal strategy while the case is ongoing.
The report and court filings are public records and available through the appropriate governmental and court systems.
We remain committed to complying with fair housing laws and to handling this matter responsibly.
On behalf of the NLYH Board of Directors
Ron Thomas
NLYH Secretary