ALPINE LAKE PROPERTY OWNERS ASSOCIATION BOARD OF DIRECTORS Board Workshop Minutes July 14, 2018

Transcription

1 Present: Barbara Conway Pat Arnone Ginger Tucker Rick Mancini Jay Beigel Angie Huffman Clay Rice (GM) Absent: Brian Collins GTM participants: 2 ALPINE LAKE PROPERTY OWNERS ASSOCIATION BOARD OF DIRECTORS Board Workshop Minutes July 14, 2018 Being a board workshop, we will not open the floor to comments unless called upon by the President, therefore she began the meeting by calling for approval of the June 23 Annual Meeting minutes. Rick moved, and Pat seconded a motion to approve the June 23 Annual Meeting Minutes. The motion carried unanimously. The minutes can be posted. We will focus most of today s meeting on revising the existing by-laws. Barb retyped the last draft bylaws which had been reviewed once by the board members. Her first change was the addition of definitions. The highlighted yellow is what Barb has added. The version shared with board members initially was previously edited by Barb Conway, Ginger Tucker, Gary Cox, John Laing, Tom Kinsey. Barb also included the previously approved bylaws to ensure we didn t miss any sections. We need to add associate member definition to accommodate the former Sail and Ski members (there are still 2 members remaining). An individual must be current on all owned lots to be considered a member in good standing. Title is also changed to be Amended and Restated Bylaws for consistency with the Articles of Incorporation. Bernie Howe had provided an example of a set of HOA Bylaws that could serve as a guide. Section 4 Membership 5. Renters Discussion regarding the various online rental agencies such as VRBO, Home Away, Airbnb for which we do not collect fees. There have been many property owner comments over the years regarding What is the incentive to buy in Alpine and pay assessments when I can rent and get all the same benefits? Discussed several suggestions for identifying renters such as an ID card and charging the owners a fee for each card. This does not make it any easier to enforce, without doing a per person check. We need to establish a master list of rentals within Alpine. All owners that are renting their homes should be charged a flat 6% fee over the regular

2 assessment. Those owners are making money on their homes and should pay an extra fee for that benefit. Section 5 No change Section 6 delete one half of the Section 7 Place of Meeting no change Section 8 Notice of Meeting changed to the same wording as the Amended and Revised Articles and adding electronic media. Special meeting notice is not less than 10 days nor more than 50 days before the date of the meeting. The annual meeting notice requires a notice no later than 30 days prior to the meeting. We removed the requirement for a membership application since this has not been applied in recent years. Section 9 No change Section 10 Absentee Ballots--added as prescribed in Section 8 of these bylaws also added by Wednesday preceding the Annual Meeting. Section 11 No change Section 12 Board of Directors: Election 1) Up to date on payment of assessed charges due on any deeded lot (s) 2) Not declared to be in violation of restrictive covenants of ALPOA at the time of the nomination and at the time of the election 3) Only one Director may serve representing one deeded lot. 4) No Development/Sales Member may serve who pays only basic/developer assessments. (This statement needs clarified by our attorney) We removed the section on Developer status in the Articles because Josh recommended we further define this section in our bylaws. This needs to be expanded in the membership section of the bylaws. Section 13 No change Section 14 No change Section 15 BOD Meetings (b) Add A special meeting may (c) Board meetings. The board shall schedule regular meetings to manage the affairs of the association. 1 Open meetings process described for conducting the open meeting 2 Workshop sessions members may attend but should refrain from comment unless the Board deems it appropriate to recognize individual members for input 3 Executive session may be scheduled as a part of any business meeting to manage items related to legal, contractual, and personnel matters. (d) Notice of meetings provided to membership through current electronic media at least three days before the date of the meeting. Section 16 Board of Directors: Powers and Duties Added number 3 Employing a General

3 Manager who shall report to the Board of Directors. b) Duties of the Board The Board shall fix the charges on or before the third Saturday in April of the year. The board may not increase any annual assessment for operational expenses by more than 10% of the assessment for the prior year, unless a proposed increase of over 10% is approved by a majority vote of members present at the annual meeting of the association, or any special meeting called by the Board of Directors. d) Committees The Board shall (previously choose) changed to appoint) appoint members of the Association in good stand to committees. Section 17 Officers Condensed descriptions and corrected those duties that are currently being done by the Business Manager. d) President: The President is the active executive manager of the operations of the Association in all matters not delegated to the General Manager is and subject to the control of the board e) Vice President: duties in President s absence f) Secretary: See that record is kept; notices are filed, and items posted that affect members g) Treasurer: oversee all funds, official records, documents, ledgers, and accounts involving the financial business of the association. The financial records of the Association shall be subject to periodic evaluation (Check with Brian Boal) by certified public accountant appointed by the Board and paid by the Association. Audits are expensive, approximately $20K. Pat indicated that the last audit (2006) was a review and they discovered that it was not worth the money they paid for it. Section 18 Corporate Books and Records Added the word corporate to define that which members may view. Add Records related to contractual matters in progress, legal or personnel subjects are not available for inspection. Section 19 Annual Budget Added separately considering likely operational expenses and capital preservation. Section 20 This section is new and is quite lengthy. The full draft bylaws are included as an attachment to these minutes. Capital Preservation: Funding and Policies a) Creation b) Reporting: c) Annual Review d) Periodic Update e) Funding to Establish Capital Preservation Fund f) Maintaining a Capital Reserve Balance g) Availability of Funds for Expenditure h) No commingling of Capital Preservation Funds Proceeds with Operational Funds Borrowing against the capital preservation fund to defray operational expenses is

4 prohibited. Upon dissolution of the Association, the balance of these contributions must be returned to the current property owner after payment of other obligations against the fund. (This needs to be reviewed by our attorney) i) Capital Preservation Funding Policy Section 21 Contracts and Checks b) All checks for payment of money of the Association must be signed by two parties, one of whom may be the General Manager, the other a Board member, or in the absence of the General Manager, two Board members may sign. c) any promissory note of the Association must be signed by the President or Vice President and the Secretary Section 22 Amendments Added--The Board of Directors of the Corporation shall have the authority to make administrative non-substantive, amendments to these Bylaws if needed to ensure continued compliance with applicable law. (Repeated Article 7.1) Angie and Rick drafted a timetable guide for property owner and attorney reviews. Saturday July 14 Wednesday July 18 Friday July 27 Saturday July 28 Tuesday Aug 7 Friday August 10 Friday August 17 Saturday Aug 18 Monday August 27 Friday September 14 Friday September 21 Wednesday September 26 Saturday September 29 Board completes first draft 1 st PO/Attorney comment period begins 1 st PO/ comment period ends Board incorporates PO comments Review due back from Attorney 2 nd PO comment period begins 2 nd PO comment ends Board approval of bylaws for vote Vote postcard is mailed to property owners First vote announcement published Second vote announcement published Absentee ballots are due Special meeting and vote We will publish this timetable electronically. We will send postcards to all property owners using the assessment mailing list notifying them of the vote- if you wish an absentee ballot please call the Business Manager. Use all digital media. Comments from PO via community chat will be sent to Ginger. Secretary will compile comments and send to board members for review. Barb explained that she believes we need to reorganize the Declaration of Restrictions putting like items together and then we can put them out for property owner review by sections. We will need to notify the property owners ahead of time that this is the method we will be following for the Declarations review so that they can better follow the logical sequence. Once we have completed and voted upon the Bylaws we will proceed to revising the Declaration of Restrictions.

5 Committee Liaisons: Beautification Sally is searching for a replacement -- Barb Common Areas/Lake Management Jim Hoadley, Mike Carroll, Jay Beigel Jay Beigel is the liaison Compliance Teresa, Teddi, John Laing Pat Arnone ECC Jim Rocchi, Craig Stevens, Cliff Brian Finance Procedural --Angie& Rick liaisons, Information session with interested volunteers to form action committees Property Owner Feedback indicates lack of action from most committees; we need to push these committees to be working committees. Golf Chase, Trish, Jason Raugh, -- Angie Information Committee Nina Charlotte-- Brian Marketing Rich, Dave Palank, Jim Rocchi, need members, redefine mission Ginger Nominations & Elections need new Chair Barb Property Owners Committee need new Chair - Ginger Roads/Traffic /Safety- Ron Stemple, Kathy Berry Rick Recreation Denise Kerr Pat Strategic Planning Pat Need to let property owners know to put plans together for the ideas that have been suggested. Once you formulate a plan that includes location, cost, implementation plan & schedule, maintenance, storage details, staffing into a proposal for the board approval. Use the dog park as a prime example since it was put together and constructed by individual property owners. ALPOA Lot Signs Need to reconvene the Lot Task Force. Plan to use John Shepherd s sign tool to make signs identifying those lots owned by ALPOA by section and lot number. Jay suggested a special sale on lots ($200-$300) marketing in the Pittsburgh, Baltimore, DC area. This would return the annual assessment fees. Clay shared a SUNRISE Sanitation Services flier that provides two options for Alpine Lake for trash collection, one that includes recycling. Clay plans to obtain clarification and provide details at next Saturday s meeting. Clay then shared a print out from Global Synthetic Ice regarding a skating rink that he would like to propose to property owners in a Town Hall meeting. This would be approximately $35K. In the summer it could become a dance area, outdoor movie area, or a few other suggestions. This is the project that we could use to demonstrate how the community needs to decide if they want a new amenity and do the research and work to obtain it. Roof loan contract signatures Barb, Pat and Rick need to complete signatures for the loan papers. Hissom is prepared to be on site 23 July. Rick moved, and Ginger seconded a motion to adjourn at Motion passed unanimously

6 Amended and Restated By Law