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The current revision of the proposed bylaws is available here.
Revised By-laws and Articles of
Incorporation Documents Workgroup
For more information on the workgroup or if you have questions please contact
Mark Hunsinger, WVHOA VP, at 847-3806 or wvhoa.vice.president@woodvalley.org.
You can also your the Contact Us link at the left to submit a question to the
entire workgroup.
This page was last updated on 06/24/2004 01:23 PM
.
The charter set forth for this workgroup is to prepare a proposed set of
revised by-laws and articles of incorporation documents for the WVHOA, to gain
board approval of these documents, and to present these to the WVHOA membership
at the September general board meeting for vote. The requirement for this
was voted on at the January general board meeting and was set for as a mandate
to the new 2004 board. The specific goals set forth by the workgroup are
to produce:
by-laws that are legal and in accord with the
covenants represented by all the members
a legal document that has clarity as to the purpose and intent of the
association
a document that defines the duties and limitations of the
board
members
by-laws that unify the neighbors with stated goals,
a purpose, and notes the specific community and social functions/events
supported
a legal document that gives definition to membership, powers.
and
limitations
a set of by-laws that spell out the protocol for voting issues.
Return to Table of Contents
There are many reasons driving the need to revise
the documents. An overview of these are listed as follows. In
addition, you can review this assessment document to
review a more in-depth analysis of the problems.
- alignment of the fiscal year with the voting and dues collection cycle
-
fix discrepancies in these
documents with the current (and multiple) covenants, such as:
- ability to impose assessments
and liens
- architectural committee
- covenant enforcement
where the HOA has no legal
powers to perform any of the items despite them being listed in our existing
by-laws.
- clarify the HOA scope, i.e. does it officially include Heavenridge,
others?
- ensure HOA is apolitical, neutral, legal and focused on the fundamental
needs of the neighborhood
Return to Table of Contents
Tony Correale: Developing and Implementing Voting Plan
Steve Gilbride
Mark Hunsinger, WVHOA VP: Moderator / lead
Peggy Lyle: Minutes recorder
Judy Penn: Developing and Implementing Communications
Plan <draft>
Walter Whaley, WVHOA Treasurer
Craig Wooster, WVHOA President
Return to Table of Contents
- 01/20/2004
Mandate by HOA for 2004 board to propose revised by-laws
- 06/15/2004
Workgroup kicked off to prepare draft new by-laws and articles of
incorporation for the HOA for board approval and member vote
- Weekly
Meetings being held to prepare drafts
- Early Aug. Final
board review / approval
- August
Additional details and communications to be made available to all members
[Note: The HOA web site will continue to be updated with the latest
information on the progression of this activity.
- Early Sept. 1st of 2
forum meetings to be held to review and gather feedback on the drafts
- Early Sept. 2nd of 2
forum meetings to be held
- 09/21/2004
(Tentative) Date for next general HOA meeting and date at which
revisions will be voted on in person and via proxy
Return to Table of Contents
June 15, 2004
June 22,2004
June 29,2004
June 15, 2004
August 8, 2004
Subject: RE: HOA By-Laws Revisions, Work Group Meeting 6-15-04
I'd like to add some information to the meeting minutes below and thank
all those that attended last evening. Thanks!!!
o
Tony Correale, who wasn't present last evening, was volunteered to
prepare a Voting Plan for this activity. Tony,
if you disagree with this strongly just let us know and somebody else will pick
it up.
o
The Communications Plan and the matrix mapping the by-laws
proposed by Steve and Tony to those prepared in 2002 by the board in
anticipation of the new covenants, will both be ready for review at the board
meeting on Mon. 7/21.
o
We agreed on a plan to have this be voted on, if at all possible,
at the Sept. general meeting and to 'finalize' this by very early August for
distribution, final edits, etc.
o
The top 3 goals by everyone, see Peggy's note below, were very
much in sync across the board. Anyone
who would like to add to this list, or who has an issue with one of these goals,
please speak up.
o
Everyone agreed this needed to be a joint effort between the work
group and the board and that both needed each other to ensure the success of
this effort.
o
Everyone agreed that we should re-use any previously done work in
this area if at all possible to minimize our time and to preserve prior
investments by others.
o
Personal observation only: It
was interesting to see how close to agreement everyone actually was on most
points. It's the typical case of
where all probably agree with 90% of the content and that it's the remaining
10% that has to be worked through. We
can't lose sight moving forward of all that is already in common.
The remaining meetings will be to crisp up the content and work through
the remaining 10% of items in disagreement.
o
Everyone agreed the language in the documents should be clear and
simple to avoid any confusion or misinterpretation.
It was also agreed that all points would be disclosed in the document,
e.g. where Heaven's Ridge people are members today but the by-laws don't
state that they can be.
o
A summary of the specific points discussed follows.
Note: No attempt was made to
resolve these or necessarily debate points of view but rather we were attempting
to gauge what areas remaining needed focus.
In addition to this list there are many other 'smaller' items not
discussed given the belief that they were far more trivial and less contentious
points that could be handled mostly via review.
A partial list of these follows: non-profit
status of the HOA, meeting notices, legal references, etc.
NOTE: CLOSED below means the
workgroup closed on consensus of the point not that it's board approved or
anything else. This is merely a
record keeping notation for the workgroup.
1.
Membership eligibility for property owner's in Heaven's Ridge Subdivision
2.
Name of HOA
+
CLOSED: All agreed to
Wood Valley and Heaven's Ridge Homeowner's Association
3.
Dues - mandatory or not and whether or not increases should be
limited to an annual percentage
+
CLOSED: All agreed
dues cannot be mandated due to the covenants and all agreed that no
specification of a limit on percent annual increases for dues should be
documented
4.
Question of Special Appeals for money for projects for
neighborhood
+
CLOSED: All agreed
these should still be included but that a note should be added to indicated that
money collected via special appeals should be kept separate from other HOA
moneys and that it must be used for the purposes requested
5.
One vote per lot
+
CLOSED: All agreed
only one vote per lot, vs. one vote per owner, should be permitted;
Terms and Conditions (Ts&Cs) of how it would work if 2 owners voted,
vs. 3 owners, etc. were skipped
6.
Ownership of real property by the HOA
+
CLOSED: All agreed,
and there was legal evidence as well to support this, that the HOA could not own
any real property
7.
Membership entry / exit criteria
+
CLOSED: All agreed
membership should be denoted by paying the dues only, not attending meetings or
paying special appeals, and that anyone should be permitted to cancel their
membership at any time by providing a written request to the board
8.
Definition of what will constitute a quorum for voting issues
+
OPEN: Discussion
ranged from 20, as is listed today, to some percent of the membership, e.g. 25%.
Pros and cons of a fixed number vs. a % were discussed briefly including
keeping the number reasonable to ensure business can be conducted to making it
larger to drive more neighborhood involvement
9.
Actions, purchases, etc. subject to membership vote vs. board vote
+
OPEN: Discussions
mostly indicated once voted the board should have the power and flexibility to
due business as is specified in the by-laws without restriction. However,
consideration of putting a cap on financial expenditures of HOA Board without
membership vote was also discussed, e.g. maybe some fixed # such as $1000 or a
number based on a % of the budget
10.
Consideration of calendar changes: budget vs. new board vs. dues, ...
+
OPEN: No discussion
held as all agreed this would require more time than permitted at the first
meeting
11.
Board size, positions, durations, etc.
+
OPEN: Minimal
discussion held as all agreed this would require more time than permitted at the
first meeting. However, all agreed
that some time of staggering / overlap of board members should be required
12.
# Board members present to constitute a quorum
+
OPEN: Minimal
discussion held but discussed whether it should be a fixed number, such as 2
today, or a % of the # constituting the board
13.
Contract duration for services
+
OPEN: Minimal
discussion held as all agreed this would require more time than permitted at the
first meeting. However, all agreed
that some limits were required but that the trade-off of getting a better deal
vs. over committing the HOA needed more though.
Discussed where a maximum length of contract time vs. some exit clause,
such as 30-days, without penalty as is currently stated
14.
What is paid for? Lighting,
common area maintenance, mailings, etc.
+
OPEN: No real
discussion here as everyone felt this was pretty clear but we agreed to defer
discussing for now
15.
Board Liability Insurance for HOA
+
OPEN: All agreed this
should be purchased for the board but that some clause needs to be included
stating that if board members act outside of good faith and the by-laws that
they are not subject to protection via HOA $s
16.
Conflict of interest
+
CLOSED: All agreed a
statement needed to be included noting that board members must refrain from
conflicts of interest with their position, e.g. a contract can't be awarded to
a board member
+
CLOSED: All agreed a
statement needed to be included noting that board members must refrain from
conflicts of interest with their position, e.g. a contract can't be awarded to
a board member
17.
Audit
+
OPEN: Minimal
discussion but all agreed it was needed
18.
Statement in by-laws that HOA is a voluntary association
+
CLOSED: All agreed
this was needed
19.
Statement HOA has no enforcement powers over covenants in the
by-Laws
+
CLOSED: All agreed
this was needed
And finally, the official agenda for next week's meeting is as follows:
Opening
remarks
Review
Communication Plan
Review
matrix of by-laws
Review
and close on points 8, 9, 13 and 15 from above list
Review
actions items, next steps
Prepare
next meeting agenda
Close
meeting
Mark
-----Original
Message-----
Subject:
HOA By-Laws Revisions, Work Group Meeting 6-15-04
The WVHOA
Board has extended an invitation to all 2004 members to participate in revisions
of the association's By-Laws. The
work group for this effort will include current WVHOA members owning property in
the Wood Valley Subdivision and property owners in the Heavenridge Subdivision.
The first
of a series of Tuesday evening meetings was held in the home of WVHOA VP, Mark
Hunsinger on June 15, 2004. The
start time of the meeting was 7pm and ended at shortly after 9pm.
The second meeting will be Tuesday, June, 22--starting at 7 pm and
scheduled to conclude by 8pm.
Four
neighbors attended the first meeting: Mark
Hunsinger, WVHOA VP, Steve Gilbride, Judy Penn and Peggy Lyle.
Each person present agreed to be responsible for a specific task for the
duration of the project.
Mark
Hunsinger, Moderator
Judy Penn,
HOA Communication Plan
Steve
Gilbride, by-laws revisions preliminary/proposed to be ready for WVHOA
Board to
review for their meeting the week of June 20, 2004
Peggy
Lyle, work group discussion notes and communication of these notes to WVHOA
Board and participating members & contact with a representative member
living in the Heavenridge Subdivision
Mark
Hunsinger opened the discussion by getting individual comments as to the goals
that each person wanted for the revised by-laws and the following goals were
stated:
*
By-Laws that are legal and in accord with the multiple sets of
covenants--this includes a final opinion/analysis by a real estate attorney
*
A legal document that has clarity as to the purpose and intent of the
association
*
A document that defines the duties and limitations of the HOA Board
members
*
By-laws that unify the neighbors with stated goals & purpose and
specific community and social functions/events
*
A legal document that gives definition to membership, powers &
limitations
*
A set of by-laws that spell out the protocol for voting issues
Mark
Hunsinger had a prepared list of topics for consideration.
These topics include:
1.
Board Liability Insurance for HOA
2.
Membership eligibility for property owners in Heavenridge Subdivision
3.
Statement in by-laws that HOA is a voluntary association
4.
Question of Special Appeals for money for projects for neighborhood
5.
Name of HOA
6.
Definition of what will constitute a quorum for voting issues
7.
Audit
8.
Consideration of cap on financial expenditures of HOA Board without
membership vote
9.
Size of Board
10.
Contract duration for services
11.
Statement of HOA's No Enforcement Powers over Covenants in the By-Laws
12.
Protocol for members to "exit" HOA
13.
Consideration of calendar changes
14.
Statement that HOA will not own real property
15.
Duration of Board Members Service & Rotation of officers of HOA
16.
Having revised By-Laws ready for membership vote at the September 2004
Meeting
17.
Communication with membership of HOA
18.
One vote per lot
The
By-Laws work group will meet next Tuesday, June 22, at 7pm at the Hunsinger home
located at 10404 Boxelder Dr. 847--3806
The agenda
will include: Judy Penn's
presentation on HOA Communication, Steve Gilbride's presentation of revised
By-Laws and the consensus & direction with regard to Mark Hunsinger's
aforementioned topics. This meeting
is expected to run for 1 hour.
These
notes were taken by Peggy Lyle.
Return
to Meeting Minutes List
June 22, 2004
Subject: FW: WVHOA Workgroup for By-Laws Revisions--Draft Minutes--June
22, 2004
See the minutes of the
meeting below. Hopefully these will
be on the web site by the end of the week. I'm
building the web pages to be added now and will try to send them to Chris by end
of the day today.
Thanks again for everyone's
participation and attendance Tues. evening!
The agenda for the meeting on
the 29th will be as follows:
o
Opening remarks
o
Review any board liability insurance quotes Walter may have
received
o
Review and close on points 1, 11, 12, 14, 15, and 17 from above
list (Note: only remaining points then would be 10 and 20)
o
Review actions items, next steps
o
Prepare next meeting agenda
o
Close meeting
FYI I've updated out list
of 19 items we've been working to close on and have also added a 20th
item per some requests to the list. See
below for the latest updates.
1.
Membership eligibility for property owner's in Heavenridge Subdivision
+
RE-OPENED: All agreed
Heavenridge (Lacebark and Sandberry Roads) should remain part of the HOA but
that we should clearly disclose this information in the by-laws, name of the
association, etc. Closed at 6/15 meeting. 6/22:
Re-opened based on finding that persons on Norwood are also members who
are not part of either Wood Valley or Heavenridge.
Need to decide whether to leave name as is or generically broaden the
name to something such as Greater Wood Valley Homeowner's Association.
2.
Name of HOA
+
CLOSED: All agreed to Wood
Valley and Heavenridge Homeowner's Association
3.
Dues - mandatory or not and whether or not increases should be limited
to an annual percentage
+
CLOSED: All agreed dues
cannot be mandated due to the covenants and all agreed that no specification of
a limit on percent annual increases for dues should be documented
4.
Question of Special Appeals for money for projects for neighborhood
+
CLOSED: All agreed these
should still be included but that a note should be added to indicated that money
collected via special appeals should be kept separate from other HOA moneys and
that it must be used for the purposes requested
5.
One vote per lot
+
CLOSED: All agreed only one
vote per lot, vs. one vote per owner, should be permitted; Terms and Conditions
(Ts&Cs) of how it would work if 2 owners voted, vs. 3 owners, etc. were
skipped
6.
Ownership of real property by the HOA
+
CLOSED: All agreed, and there
was legal evidence as well to support this, that the HOA could not own any real
property
7.
Membership entry / exit criteria
+
CLOSED: All agreed membership
should be denoted by paying the dues only, not attending meetings or paying
special appeals, and that anyone should be permitted to cancel their membership
at any time by providing a written request to the board
8.
Definition of what will constitute a quorum for voting issues
+
CLOSED: Discussion ranged
from 20, as is listed today, to some percent of the membership, e.g. 25%.
Pros and cons of a fixed number vs. a % were discussed briefly including
keeping the number reasonable to ensure business can be conducted to making it
larger to drive more neighborhood involvement.
6/22: All agreed to
use 10% number, i.e. 10% of the membership is required to constitute a quorum.
For example, if there are 380 members then the number for the quorum is
38 members to pass a vote.
9.
Actions, purchases, etc. subject to membership vote vs. board vote
+
CLOSED: Discussions mostly
indicated once voted the board should have the power and flexibility to due
business as is specified in the by-laws without restriction. However,
consideration of putting a cap on financial expenditures of HOA Board without
membership vote was also discussed, e.g. maybe some fixed # such as $1000 or a
number based on a % of the budget. 6/22:
All agreed to use 15% of the budget as this limit, i.e. the board cannot
approve any expenditures in excess of 15% of the annual budget without a
membership vote. It was also agreed
the final wording needed to ensure this applied to an entire project, not piece
parts. For example, if $5,500 was
the cost for a new sign the board cannot approve expenses in pieces, i.e. $1000
for electrical, $4000 for bricks, etc., but rather must consider the total
project costs in order of applying this rule.
10.
Consideration of calendar changes: budget vs. new board vs. dues, ...
+
OPEN: No discussion held as
all agreed this would require more time than permitted at the first meeting
11.
Board size, positions, durations, etc.
+
OPEN: Minimal discussion held
as all agreed this would require more time than permitted at the first meeting.
However, all agreed that some time of staggering / overlap of board
members should be required
12.
# Board members present to constitute a quorum
+
OPEN: Minimal discussion held
but discussed whether it should be a fixed number, such as 2 today, or a % of
the # constituting the board
13.
Contract duration for services
+
CLOSED: Minimal discussion
held as all agreed this would require more time than permitted at the first
meeting. However, all agreed that
some limits were required but that the trade-off of getting a better deal vs.
over committing the HOA needed more though.
Discussed where a maximum length of contract time vs. some exit clause,
such as 30-days, without penalty as is currently stated.
6/22: All agreed to
cap contracts at a duration of 1 year and to eliminate the 30-day back-out
clause given this is already covered by state law.
14.
What is paid for? Lighting,
common area maintenance, mailings, etc.
+
OPEN: No real discussion here
as everyone felt this was pretty clear but we agreed to defer discussing for now
15.
Board Liability Insurance for HOA
+
OPEN: All agreed this should
be purchased for the board but that some clause needs to be included stating
that if board members act outside of good faith and the by-laws that they are
not subject to protection via HOA $s. 6/22:
Walter is to investigate cost estimates on this based on size of board
covered, effect of land use right impacts or not, and dollar amount of covered
to determine if guidelines on the amount of coverage need to be established
based on the HOA budget.
16.
Conflict of interest
+
CLOSED: All agreed a
statement needed to be included noting that board members must refrain from
conflicts of interest with their position, e.g. a contract can't be awarded to
a board member
17.
Audit
+
OPEN: Minimal discussion but
all agreed it was needed
18.
Statement in by-laws that HOA is a voluntary association
+
CLOSED: All agreed this was
needed
19.
Statement HOA has no enforcement powers over covenants in the by-Laws
+
CLOSED: All agreed this was
needed
20.
Statement in by-Laws on ability to effect land use rights or not
+
OPEN: Only briefly discussed
so far. The question is about
including a statement in the by-Laws stating whether or not the HOA can
participate in activities that may lead to impacting the land use rights of
members, e.g. revising the covenants
Mark
-----Original Message-----
Subject: WVHOA Workgroup for By-Laws Revisions--Draft Minutes--June 22, 2004
The second meeting of the
volunteer workgroup to Assist in the By-Laws and Articles of Incorporation (AOI)
Revisions met Tuesday, June 22, 2004 from 7pm to 8:30pm at the home of Mark
Hunsinger.
Members Present:
Mark Hunsinger, WVHOA-VP & Moderator, Craig Wooster,
WVHOA-President, Walter
Whaley, WVHOA-Treasurer, Tony Correale, Judy Penn and Peggy Lyle
Moderator--Mark Hunsinger
Mark had four (4) topics from
his list of 19 topics presented at the initial meeting open to discussion at
this meeting: 1) Definition of a quorum 2) Financial & other actions that
are subject to membership approval vs. board discretion 3) Service contract
duration/commitment 4) Liability Insurance for HOA board members
Item #1: A decision as to the
use of an arbitrary number of the membership or a percentage of the membership
to form a quorum was discussed. The
general agreement of all present was that the use of 10% seems like a reasonable
number. If there are 380 members
then the number for the quorum is 38 members to pass a vote.
Item #2:
There was general agreement that 15% of the annual budget should be the
cap on any single financial investment made by the board without a membership
vote. Mention was made that a
stipulation should be made that this dollar amount is for an entire project. For
example: if $5,500 dollars is the
cost of an entry sign then the project cannot be broken down into bricks,
electrical etc.--this is an amount that would have to be voted on by the
membership.
Item #3: It was generally
agreed that service contracts should be given on an annual basis
rather than negotiating for 2-3 years for a better price.
The reason was stated that our HOA will not know from year to year how
many property owners will pay dues. This HOA is a voluntary membership so there
is no set amount of income from dues that can be counted upon.
Item #4: Liability insurance
for HOA board members was definitely agreed upon.
This item is in the current by-laws but the insurance was never
purchased. Walter Whaley, WVHOA-Treasurer agreed to research this matter and
give the workgroup the cost for this insurance.
The matter of the insurance carrier stipulating that it would not cover
blatant acts in disregard of the HOA by-laws or any other laws was mentioned.
Communications--Judy Penn
Judy Penn presented the
Communication Plan that she had drafted on June 21 and sent to the workgroup by
e-mail. The highlights of the plan
include: 1) Naming Mark Hunsinger as the liaison between the workgroup and the
WVHOA Board 2) Setting a 24 hour timeframe for the Tuesday meeting notes to be
drafted and e-mailed to the Moderator (Mark Hunsinger) to review and send out to
WVHOA board members and workgroup 3) Communication of the draft minutes to the
General HOA Membership via woodvalley.org website--Moderator will give this
information to Chris Merrill to post for general membership review 4) Provisions
for membership communication via Special Bulletins, entrance signs and posted
notices at the pool for website updates 5) Suggestions for format of a Special
Bulletin via US mail to membership regarding all pertinent information 6)
Recommendation that once the WVHOA board votes on the proposed revisions there
should be 1-2 meetings held for questions with membership 7) Special mailing to
membership on the revised by-laws & AOI to be sent in the mail with proxy
for those not able to attend the September 2004 WVHOA meeting.
Judy also designed a template
for relating the minutes in a consistent format.
Heavenridge Subdivision
Research--Peggy Lyle
Peggy Lyle sent two US
mailings to the thirteen (13) property owners in the Heavenridge subdivision.
The first was a personal invitation to participate in the workgroup for
the WVHOA and the second mailing requested a reply as to their interest in an
HOA name change.
To date there have been two
(2) responses regarding the invitation and those both declined to comment.
To date there have been two responses to the name change
and these residents both favor a Wood Valley--Heavenridge
Homeowners' Association.
Side-by-Side Comparison of
Proposed Revisions--Steve Gilbride
Although Steve Gilbride was
unable to attend this meeting he did e-mail the workgroup with a comprehensive
update on the topics that were closed in the first workgroup meeting.
Considerable hours have been put into this project by both Steve Gilbride and
Tony Coreale. This involves a side by side matrix of the current WVHOA by-laws
with the proposed changes. This
topic is being deferred until closure on all outstanding open items occurs.
Other Discussion:
* Mark confirmed that he had
presented the communication plan to the board and had a favorable response.
* Mention was made that there
are other homes not in WV besides Heavenridge Subdivison that desire to belong
to the HOA. For this reason it may
be more
desirable to simply keep the
same HOA name and be specific about the membership under the Eligible Members
section of the by-laws.
*Mention was made of a
flexible dues determined by needs of the annual budget.
For example, perhaps only $20 would be needed per year based on the
expected expenses. The general
consensus was the $39 membership fee is not a hardship to most property owners
but that we'd have to annually review the dues and have this approved as part
of the budget approval process.
* Craig Wooster reminded us
that because of the summer vacations and sports schedules that the best time to
contact area property owners would be in late August when school begins.
Next Meeting:
The next meeting will be held
on Tuesday at 7pm at the home of Mark Hunsinger.
Mark will e-mail the topics for the next discussion to the workgroup
prior to the next meeting.
Minutes submitted by, Peggy
Lyle
Return to Table of Contents
June 29, 2004
---------- Minutes -------------
Subject: RE: WVHOA Workgroup for By-Laws Revisions--Minutes--June 29, 2004
Thanks again for everyone's participation and attendance Tues. evening!
The agenda for the meeting on the 13th will be as follows:
o Opening remarks
o Review any board liability insurance quotes Walter may have received
o Review and close on points 10, 15 and 20
o Review actions items, next steps
o Prepare next meeting agenda
o Close meeting
Please note the meeting on the 13th may be cancelled in the event there is
not board consensus prior to the meeting on item 20. Without closure on
this item first no further progress is expected from the workgroup.
FYI I've updated our list of 20 items we've been working to close on. See
below for the latest updates.
1. Membership eligibility for property owner's in
Heavenridge Subdivision
* CLOSED: All agreed Heavenridge (Lacebark
and Sandberry Roads) should remain part of the HOA but that we should
clearly disclose this information in the by-laws, name of the association,
etc. Closed at 6/15 meeting. 6/22: Re-opened based on finding that persons
on Norwood are also members who are not part of either Wood Valley or
Heavenridge. Need to decide whether to leave name as is or generically
broaden the name to something such as Greater Wood Valley Homeowner's
Association. 6/29: Closed again. All agreed we should list Heavenridge
and the homes on Norwood at the addresses (11900, 11904, 11908, 11912,
11916, 12000, 12220, 12224 and 12228) as eligible members but that the
association name should not be changed.
2. Name of HOA
* CLOSED: All agreed the name should remain
the same as it is today.
3. Dues - mandatory or not and whether or not
increases should be limited to an annual percentage
* CLOSED: All agreed dues cannot be
mandated due to the covenants and all agreed that no specification of a
limit on percent annual increases for dues should be documented
4. Question of Special Appeals for money for
projects for neighborhood
* CLOSED: All agreed these should still be
included but that a note should be added to indicated that money collected
via special appeals should be kept separate from other HOA moneys and that
it must be used for the purposes requested
5. One vote per lot
* CLOSED: All agreed only one vote per lot,
vs. one vote per owner, should be permitted; Terms and Conditions (Ts&Cs) of
how it would work if 2 owners voted, vs. 3 owners, etc. were skipped
6. Ownership of real property by the HOA
* CLOSED: All agreed, and there was legal
evidence as well to support this, that the HOA could not own any real
property
7. Membership entry / exit criteria
* CLOSED: All agreed membership should be
denoted by paying the dues only, not attending meetings or paying special
appeals, and that anyone should be permitted to cancel their membership at
any time by providing a written request to the board
8. Definition of what will constitute a quorum for
voting issues
* CLOSED: Discussion ranged from 20, as is
listed today, to some percent of the membership, e.g. 25%. Pros and cons of
a fixed number vs. a % were discussed briefly including keeping the number
reasonable to ensure business can be conducted to making it larger to drive
more neighborhood involvement. 6/22: All agreed to use 10% number, i.e.
10% of the membership is required to constitute a quorum. For example, if
there are 380 members then the number for the quorum is 38 members to pass a
vote.
9. Actions, purchases, etc. subject to membership
vote vs. board vote
* CLOSED: Discussions mostly indicated once
voted the board should have the power and flexibility to due business as is
specified in the by-laws without restriction. However, consideration of
putting a cap on financial expenditures of HOA Board without membership vote
was also discussed, e.g. maybe some fixed # such as $1000 or a number based
on a % of the budget. 6/22: All agreed to use 15% of the budget as this
limit, i.e. the board cannot approve any expenditures in excess of 15% of
the annual budget without a membership vote. It was also agreed the final
wording needed to ensure this applied to an entire project, not piece parts.
For example, if $5,500 was the cost for a new sign the board cannot approve
expenses in pieces, i.e. $1000 for electrical, $4000 for bricks, etc., but
rather must consider the total project costs in order of applying this rule.
10. Consideration of calendar changes: budget vs. new
board vs. dues, ...
* OPEN: No discussion held as all agreed
this would require more time than permitted at the first meeting
11. Board size, positions, durations, etc.
* CLOSED: Minimal discussion held as all
agreed this would require more time than permitted at the first meeting.
However, all agreed that some time of staggering / overlap of board members
should be required. 6/29: Board to remain at a size of 7 with all current
positions remaining as is. However, the board must maintain a minimum size
of 5 members to vote on positions. Positions on the board will stagger as
follows with no board member being permitted to serve consecutive terms,
where a term is defined as 2 years. Positions on the board shall be
staggered as follows:
* Odd years, starting in 2005
* New positions to be re-elected:
* Vice President
* Recording Secretary
* Corresponding Secretary
* Treasurer
* Member at large (2)
o Prior Vice President becomes President
* Even years
o New position, Vice President
o Prior Vice President becomes President
The only exception to the above rules is
that in the year 2005 the positions of the Recording Secretary,
Corresponding Secretary, Treasurer and Member at large (2) can elect to
re-run if they so desire.
12. # Board members present to constitute a quorum
* CLOSED: Minimal discussion held but
discussed whether it should be a fixed number, such as 2 today, or a % of
the # constituting the board. 06/29: With 6 or 7 board members a quorum
equals 4 persons. At 5 board members a quorum equals 3 persons.
13. Contract duration for services
* CLOSED: Minimal discussion held as all
agreed this would require more time than permitted at the first meeting.
However, all agreed that some limits were required but that the trade-off of
getting a better deal vs. over committing the HOA needed more though.
Discussed where a maximum length of contract time vs. some exit clause, such
as 30-days, without penalty as is currently stated. 6/22: All agreed to
cap contracts at a duration of 1 year and to eliminate the 30-day back-out
clause given this is already covered by state law.
14. What is paid for? Lighting, common area
maintenance, mailings, etc.
* CLOSED: No real discussion here as
everyone felt this was pretty clear but we agreed to defer discussing for
now. 6/29: The following items, in priority order, were agreed to be the
basic or mandatory items that the board but pay.
* Tax and Obligations required by law.
* Maintenance and lighting to the existing Community Signs and
Easements thereon owned by the Association
* Maintenance and upkeep to existing Common Properties in the
Associations Community
* Insurance required by the Association.
* Newsletters and Community Communications expenses. (Includes funds
solicitation and promotion of community health and recreation facilities)
15. Board Liability Insurance for HOA
* OPEN: All agreed this should be purchased
for the board but that some clause needs to be included stating that if
board members act outside of good faith and the by-laws that they are not
subject to protection via HOA $s. 6/22: Walter is to investigate cost
estimates on this based on size of board covered, effect of land use right
impacts or not, and dollar amount of covered to determine if guidelines on
the amount of coverage need to be established based on the HOA budget.
16. Conflict of interest
* CLOSED: All agreed a statement needed to
be included noting that board members must refrain from conflicts of
interest with their position, e.g. a contract can't be awarded to a board
member
17. Audit
* CLOSED: Minimal discussion but all agreed
it was needed. 06/29: An independent audit of the HOA financial records
must be done and disclosed to all members in 2005. Thereafter, every 5th
year, another independent audit of the HOA financial records must be done
and disclosed to all members.
18. Statement in by-laws that HOA is a voluntary
association
* CLOSED: All agreed this was needed
19. Statement HOA has no enforcement powers over
covenants in the by-Laws
* CLOSED: All agreed this was needed
20. Statement in by-Laws on ability to effect land use
rights or not
* OPEN: Only briefly discussed so far. The
question is about including a statement in the by-Laws stating whether or
not the HOA can participate in activities that may lead to impacting the
land use rights of members, e.g. revising the covenants
* CLOSED: All agreed this was needed
Mark
-----Original Message-----
Subject: WVHOA Workgroup for By-Laws Revisions--Draft Minutes--June 29,
2004
The third meeting of the volunteers workgroup to Assist in the By-Laws and
Articles of Incorporation (AOI) revisions met Tuesday, June 29, 2004 from 7
PM to 8:50 Pm at the home of Mark Hunsinger.
Members Present: Mark Hunsinger, WVHOA-VP & Moderator, Tony Correale, Judy
Penn and Peggy Lyle
Moderator--Mark Hunsinger
Mark had seven (7) discussion topics for this meeting:
1) Membership Eligibility
2) Board Size, positions and duration of office
3) Number of HOA board members and the number needed to constitute a quorum
4) Itemization of what the HOA pays for
5) HOA board liability insurance
6) Audit
7) Land use rights of homeowners.
Item # 1: It was agreed that homeowners surrounding Wood Valley Subdivision
should be welcomed. This includes Heavenridge (13 property owners) and
various property owners on Norwood. The purpose of this inclusion is to
make available the perks of the HOA to neighbors who do not have an HOA.
Item # 2: It was agreed that the HOA board size should remain at the number
7. The positions will be the same. This includes: President, Vice
President, Treasurer, Corresponding Secretary, Recording Secretary and two
(2) At Large Board Members.
Terms: The terms of office will be 2 years. The VP will serve one year as
VP and the following year as President. The other officers will serve two
(2) years, with the positions being staggered, in their same elected
positions. After two (2) years those officers will not serve again in any
HOA board position for at least another two (2) years.
Item # 3: It was agreed that if six (6) or seven (7) board members are
present then the quorum is a vote of four (4). If five (5) board members
are present then the quorum is a vote of three (3).
Item # 4: What HOA pays for: It was agreed that it is the responsibility of
the HOA to pay for the following:
1. Taxes--to reimburse the WVS&R Club for the property taxes of the common
areas within the Wood Valley Subdivision. Any other taxes that the HOA
would be reasonably expected to pay. WVHOA is a non-profit as a corporation
but files as a corporation for profit under IRS. This is done as a cost
savings and continues the way this matter has been traditionally handled.
The cost is relatively low.
2. Maintenance of Common Areas and the Electrical and Water Utilities.
3. Upkeep of Common Areas
4. Liability Insurance for HOA Board Members
5. Newsletter and Special Mailings
6. Any other reasonable expenses associated with the HOA sponsored social
events or other functions/obligations of the HOA.
Item # 5: It is agreed that Liability Insurance is a must for HOA Board
Members. However, this topic will have more discussion as WVHOA Treasurer,
Walter Whaley, has not received complete information from the insurance
companies contacted as of this date.
Item # 6: Audit: It was generally agreed that a base line audit should be
made in 2005. Then, the audits should be made at five (5) year intervals
after that. The HOA does not deal with a large amount of income--generally
well below $20,000 each year. It has been suggested that with a Treasurer
report in each Newsletter with a simple format the members should find the
finances easy to review.
Item # 7: Land Use Rights/Covenants: It was agreed that the By-Laws should
be clear and transparent in the role that the WVHOA will take in future
discussions of WVHOA involvement and/or funding of Proposed Covenant
Revisions.
Ultimately, the 2004 elected WVHOA Board Members, will decide how to
approach this topic as it relates to the Revised WVHOA By-Laws.
Communication Plan--Judy Penn
Judy has revised and updated the communication plan for the revised by-laws
project. A short recap: 1) All pertinent information on this project will be
posted on the HOA website woodvalley.org 2) Mark Hunsinger will be available
by phone or e-mail to address any questions, comments and/or concerns 3) A
summary of responses from HOA members will be maintained 4) the WVHOA board
will make revisions to workgroup draft and present the new set of by-laws to
the membership in early to mid-August 5) September 2004 WVHOA meeting is
still the target date for general presentation of revised by-laws and the
closure date for voting by membership needs a defined date prior to January
1, 2005.
Other Discussion:
* Mark will e-mail a list of topics for discussion by the workgroup prior
to the meeting July 13. No meeting on July 6 as most people already have
other plans.
* Mark explained that the WVHOA is incorporated as a non-profit
organization. However, for IRS purpose, the HOA is handled as a for profit
organization.
Next Meeting:
The next meeting will be held on Tuesday, July 13 at the home of Mark
Hunsinger.
Minutes submitted by
Peggy Lyle
----------- End Minutes ------------
Return to Table of Contents
August 8, 2004
The fourth meeting of the volunteers workgroup to Assist in the Bylaws and
Articles of Incorporation (AOI) revisions met Sunday, August 8, 2004 from 7 PM
to 8:24 PM at the home of Mark Hunsinger.
Members Present: Mark Hunsinger, WVHOA-VP and Moderator, Tony Correale and
Peggy Lyle
Moderator-- Mark Hunsinger
Prior to the meeting, Mark Hunsinger, E-mailed a draft of the revised WVHOA
Bylaws document to the workgroup members: Tony Correale, Steve Gilbride, Peggy
Lyle and Judy Penn. This twenty-four (24) pages document represents a
completed draft based on hundreds of hours of work done by the workgroup based on 1)
all topics covered at the meetings of June 15, 22 and 29, 2004 2) study of the
current WVHOA Bylaws 3) research of numerous sets of existing HOA bylaws.
All workgroup members communicated with Mark Hunsinger prior to the meeting
regarding any comments, corrections, additions or clarifications that they
thought necessary for this bylaws draft. The focus of the actual meeting was
getting Mark Hunsinger's master draft edited for the final workgroup draft to be
presented to the WVHOA board members.
The WVHOA Board is scheduled to review the Bylaws draft during the week of
August 9, 2004 .
Next Meeting of Workgroup:
The workgroup may be scheduled at a later date to have one or two meetings
after the WVHOA Board has studied the revised bylaws document.
Minutes submitted by,
Peggy Lyle
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