NOTE: Richard Sommerfeld is a Meadows resident with extensive experience in turnarounds and was a liquidator and receiver for various companies (more details in Footnote 1). He was a member of the MCA Transition Committee (Sub-committee of the MCA Finance Committee) before it was put on hiatus on April 14th. Richard has spoken at several meetings and began presenting these homeowner comments at the May 3rd Board meeting before they were disallowed because they were not related to an agenda item.
Richard’s comments are presented here for your consideration.
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For more than 2 months I have been asking and even pleading with the MCA board to go on the record and put distance between itself and the 2 MCA directors who were non-voting directors of the TMCC. I’m concerned that this board’s continued and deliberate complacency in the matter exposes the MCA in general and certain board members specifically to expensive and lengthy legal action which I hope can be avoided. I have given this advice as a former receiver and liquidator.
Subsequent to her tenure as MCA Board President and while continuing to serve as a Director of the MCA, information has come to light regarding actions taken and not taken by Marilyn Maleckas that I sincerely hope are wholly inconsistent with the ethical standards and fiduciary responsibilities expected of MCA board members—past and present, namely that:
- She knew and failed to report to the full MCA Board the ongoing financial insolvency of the TMCC in apparent contravention of Florida Statutes §607.0830, which outlines the general standards for directors’ conduct. Her full knowledge, and that of Stan Miska as well, of the TMCC’s monthly financial statements has been confirmed in writing by the former treasurer of the TMCC.
- The failure of the TMCC to pay state and county sales tax on revenue derived from the Renaissance Access Program which caused substantial penalties and fines on top of the sales taxes owed, which is a second degree misdemeanor under Florida Statutes §212.15.
- The execution of operating leases by the TMCC that led to the filing of at least nine unreported UCC-1 liens against TMCC assets in violation of Clause 16 of the Lease Agreement between the TMCC and the MCA in apparent contravention of the Florida Statutes §713.06. What makes this even more egregious is that Ms. Maleckas, as MCA Board President, signed the Lease Agreement with the MCA dated July 29, 2024.
- She failed to report the imminent termination of the operating contract between the TMCC and ICON Management.
- Although she was President of the MCA Board, she was also a member of the TMCC, and even while serving as a non-voting member of the TMCC board should have but did not recuse herself for the reason of a conflict of interest from any MCA votes pertaining to the TMCC or the conduct of activities between the MCA and the TMCC. At a minimum, Ms. Maleckas should have filed with the MCA a director’s notice of conflict of interest in compliance with Florida Statutes §607.0832.
Your choice is to put distance between yourselves now or wait for lawsuits and discovery requests from residents that could have been avoided because you tolerate such unethical and authoritarian behavior. Don’t fall into the authoritarian practices of the executives and directors who came before you. With choices come consequences—good and bad. If you believe in “New Board, New Day,” then do it; don’t just offer a slogan.
Footnote 1 – Richard Sommerfeld’s work bio: For 27 years I did company turnarounds and was a liquidator and receiver for various companies. I was previously a VP for Citicorp Investment Bank, having worked in Bahrain and London. Prior to that I worked for Continental Bank (absorbed into the Bank of America) where I worked in the international Division for Africa and the Middle East. I showed the South African Reserve Bank and mining houses how to hedge gold without physically delivering gold. I ran a workout group for Citibank rescheduling syndicated debt. I am keenly aware of directors’ fiduciary responsibilities, conflicts of interest, and have successfully sued and recovered hundreds of millions of dollars of debts on three continents.
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