Contracts Management Committee

Transcription

1 Attachment 1 Contracts Management Committee Guidelines for purpose, role, and membership Purpose: The standing committee will ensure that all annual service contracts over ten thousand dollars have measurable deliverables. Review contracts on an annual basis with the vendor in order to maintain quality and compliance to the contract. As a minimum, every two years, produce an RFP (request for proposal) and solicit three or more vendor responses; longer-term contracts will be evaluated as needed. This will help maintain competitive pricing. Role: As a new committee of the board, implement an RFP process for all current service contracts over ten thousand dollars annually. Review responses to the RFP based on an objective system developed by the committee. Present the bids received with pricing, scope of work, and the committee's top two recommendations to the ECMA board. Members: The committee will consist of a minimum of five members and no more than seven members. Appointments will be made by the ECMA Board of Directors, and. Ttwo current ECMA directors will serve on the committee at all times. The committee chairperson will be one of the two ECMA directormembers and will be appointed by the ECMA Board.elected by the committee members. The committee will have members representing all the associations that make up the Eagle Crest Master Association (ECMA). No more than two members from any one association. The associations that are included in the ECMA are: EHOA, VROA, RVVE, FVE, and ECHC. The Board will appoint initial Mmembers will serve staggering for terms of one or two years in order to create staggered terms. Subsequently, terms of service will be for two years., with subsequent terms to be two years. Appointments will be made by the ECMA Board of Directors. Committee meetings will follow the standard procedures for all standing committees of the ECMA, as expressed in the association bylaws. Two current ECMA directors will serve on the committee at all times. The ideal committee membership would be one member from each association as a minimum. Adopted April 1, REVISION PROPOSED MAY 19,

2 Attachment 2 TO: FROM: ECMA Board of Directors Debbie Hahn DATE: May 16, 2016 SUBJECT: Contracts Management Committee Volunteers Following this cover sheet is information provided by ECMA members that would like to volunteer to serve on the Contracts Management Committee. Name Gene Emmons Amy Reynolds Diane Anderson Hank Cavender Brett Moshofsky Carol Tracy Paul Rodby Bill Neumann Association EHOA EHOA EHOA (Director Member) FVE RVVE RVVE VROA VROA (Director Member) As you are aware, Diane Anderson (EHOA) and Bill Neumann (VROA) were selected to serve as the ECMA Board representatives on the committee. Eagle Crest Hotel Condominiums (ECHC) will have a recommendation for a member of their Association at the May 19 th special board meeting. For your reference, included on page 7 your packet is the Contract Management Committee guidelines document, adopted by the board on April 1,

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9 Attachment 3 ECMA BOARD STANDARD OPERATING PROCEDURES DRAFT: MAY 16, 2016 I. ADMINISTRATIVE A. Board Meetings 1. Roberts Rules of Order, adjusted for rules applicable to small boards or assemblies (dozen or fewer members) will be followed with the exception that a formal motion will be required for a vote and motions will require a second. Refer to Informal Procedure for Small Boards described in Robert s Rules, 10 th Ed., p Directors or other presenting individuals will endeavor to draft motion content for action items on any meeting agenda in order for directors to have an opportunity to review in advance. 2. Meetings of the Board will be open meetings with the exception of when the Board adjourns to executive session. Attendance of owners to observe the business of the Board during a meeting is welcome. For each meeting, the President will determine if an owner comment period will be offered either prior to or following the meeting and will include the schedule and guidelines for participation in the President-approved meeting agenda. 3. The Board of Directors will hold regular quarterly meetings and will set planned meeting dates at the fourth quarter meeting for the following calendar year. Meeting dates may be adjusted if needed to accommodate schedule changes and assure a quorum. Meeting dates will be posted on the Association website and updated, if needed, for changes. 4. Special meetings may be called as described in the Association Bylaws, Article III, Section 7, which states special meetings may be called by the President or the Vice President if the President is unavailable, or by at least two (2) directors. Notice requirements of the Bylaws will be followed. 5. For regular meetings, the initial meeting agenda will be drafted by a member of the management company staff and delivered to the President who will provide directors with an opportunity to suggest additional agenda items. The initial draft will be provided on a schedule that would allow 2 5 days review/comment period prior to the President approving a final agenda seven (7) days in advance of the meeting date. [SOME BROAD PROCEDURE COMMENT NEEDED ON ANY SCHEDULES SUBJECT TO CHANGE REASONABLE ETC. ATTORNEY TO PROVIDE.]. Final meeting agendas will be posted on the Association website and at the mailbox station on Mountain Quail Drive a minimum of three (3) days in advance of the meeting date. Directors will have an opportunity to consent to the agenda by formal motion at the beginning of a meeting. 6. For special meetings, the meeting agenda will be specific to the purpose for which the special meeting is called. The special meeting agenda will be drafted by a member of the management company staff and delivered to and approved by the President, Vice President or directors who called for the meeting, as applicable. Timing for delivery and posting of agendas will follow procedures for regular meetings provided the meeting is called at least two weeks prior to the meeting date. 7. Materials accompanying board meeting agendas will be delivered to directors and designated staff only. Directors will not provide meeting materials to members prior to a board meeting. ECMA BOARD Operating Procedures Page 1 DRAFT V

10 8. Minutes will be drafted by a member of the management company staff for approval by the Secretary prior to delivery to directors, which minutes will be clearly marked as DRAFT at all times prior to approval by the Board in a board meeting. The draft will be delivered for review to the Secretary within two (2) weeks of a meeting. Minutes shall include, among other things, a record of who made a motion, seconded a motion, and how directors voted on a motion. Once approved by the Board, minutes along with any referenced attachments will be posted on the Association website. B. Board Communications 1. No individual, other than those officers or other persons with authority designated by the Association Bylaws, written contract, or by the direction Board of Directors, will have the authority to speak for or represent the position of the Board and/or Association on any matter. 2. Electronic communication between directors will be used primarily for scheduling and calendar purposes. Directors agree that no Association business may be conducted by electronic communication and that discussion of Association matters amongst directors using this form of communication will be kept to a minimum. Further, directors are expected to refrain from discussing Association matters on any social media platform. 3. Contact information for directors will be posted on the Association website and will be limited to approved (by each individual director) phone numbers, addresses and mailing addresses. The Board of Directors shall determine if Association-sponsored addresses will be obtained. C. Attorney / Consultants Direction to attorneys, accountants, consultants and other third party vendors shall be given only by individuals authorized either by written agreement, contract or Board direction. The President is authorized at all times to direct third parties if determined necessary in his/her discretion. D. Decision-making Standards The management company has those authorities specified in the written management agreement, plus any additional authority designated by the Board of Directors. Actions requiring Board Specific approval requirements are: 1. New contracts or engagements, and renewals of same, will be subject to Board approval. See ssection II.E. on Contracts for contract committee process information.[insert SECTION REFERENCE WHEN FINAL] 2. Unbudgeted expense over $ will require advance approval by the Board. The management company will request the President s approval for any budget variance of 15% or $1,000 (whichever is greater). The President may seek Board approval for variances exceeding that amount. Exceptions for emergency repairs or situations requiring immediate action by the management company are permitted. The management company is expected to inform the President and Treasurer of any such situations as soon as reasonably possible. E. Management Company Reporting 1. Written reports on Association operations will be provided to the Board during each quarterly regular meeting. ECMA BOARD Operating Procedures Page 2 DRAFT V

11 2. The President will be advised of out of ordinary matters on a more frequent schedule as needed. II. FINANCIAL A. Budget Preparation and Adoption 1. The management company will prepare and deliver a DRAFT annual budget to directors by October 1 of each year, which reflects the requirement in the current management agreement. 2. The Board will consider the draft budget in two steps. 2.1 The first step will involve a study session attended by directors, management company staff and other individuals as may be requested by the President. The study session will not be a board meeting and no decisions will be made at this session. Target dates for the study session will be mid-october. Following the study session, a draft budget will be circulated to sub-association presidents for information purposes only. 2.2 The second step will be consideration and adoption of the annual budget at a Board meeting. 3. A final adopted budget will be distributed to members 45 days in advance of the subsequent budget year by posting a copy of the budget on the Association website.[need DIRECTION ON THIS SCHEDULE. CCRs REQUIRE 45 DAYS IN ADVANCE; CIRCUMSTANCES CAN MAKE THIS DIFFICULT, eg. DIRECTOR/MEETING SCHEDULES, CONTRACT NEGOTIATIONS, ETC.] B. Financial Reporting 1. The Board reviews quarterly accrual-based financial statements from the management company, which are to be delivered to and reviewed by the Board in a regular quarterly board meeting. Financial statements for review will include a balance sheet and statement of income and expenses for the reporting period for the operating and reserve funds. 2. Quarterly financial statements will be posted on the Association website following review and acceptance by the Board. [DISCUSS/NEED GUIDANCE ON CCRs REQUIREMENT FOR 90 DAY SCHEDULE TO MEMBERS.] 3. Except as may be required by the Association governing documents, the Oregon Planned Community Act or other applicable law, the Board shall annually determine whether a third party CPA review or audit of internally prepared financial statements will be conducted. C. Authorizations [PENDING NOT ADDRESSED IN Q BOARD MTG] 1. Bylaws Article IX, Section 1 review specifies two (2) signatures are required; the Board acknowledges that( banks don t enforce a two-signature requirement.) 2. Frequency for ssignature authorizations will be addressed annually by the Board as regular scheduled business during the fourth quarter Board meeting. ECMA BOARD Operating Procedures Page 3 DRAFT V

12 D. Investment Policy Draft and adopt? [PENDING NOT ADDRESSED IN Q BOARD MTG][TREASURER TO PROVIDE SHORT STATEMENT] E. Contracts [PENDING DISCUSSION AT Q BOARD MTG REFERENCED THE DECISION TO CONSIDER A CONTRACT COMMITTEE FORMATION WITH ROLES/RESPONSIBILITIES TBD. SUGGEST THIS PART OF THE PROCEDURE DOCUMENT BE DISCUSSED IN CONTEXT WITH THE COMMITTEE DOCUMENT.] 1. Service contracts in an amount over $10,000 paid annually by the Association are subject to the Contracts Management Committee review and RFP process described in the adopted committee guidelines, as may be amended by the Board from time to time. 2. Service contracts with an annual payment below $10,000 may be presented by management directly to the Board. 3. All service contracts with the Association, regardless of the amount, must be approved by the Board of Directors. 4. The Board acknowledges the management company, in its delivery of services pursuant to its management contract, may subcontract directly for the purchase of goods and services. 1. Standards for decision making for management company vs outside contractor a. Scope of work approval b. Form for evaluation c. Requirements for outside contractors III. PHYSICAL / PROPERTY MANAGEMENT [PENDING NOT DISCUSSED AT Q1 BOARD MTG] A. Community Wide Standards Written? B. Management Procedures and Reporting - Establish C. Other? IIIV. COMMITTEES A. Existing committees are listed below with abbreviated formation and purposes information. See formation documentation for complete detail.: 1. Environmental Control Committee a. Operates under the scope and authority granted to it by Article 5 of the Declaration (CCRs) CCR driven; b. Purpose: The primary duty of the Committee is to consider and act upon any proposals for new improvements within the Eagle Crest Planned Community or any rehabilitation, remodeling or major repairs to any existing improvements. The ECMA BOARD Operating Procedures Page 4 DRAFT V

13 Committee s authority extends to all property owners within the planned community, with the exception of the Declarant under the Declaration or its successors or assigns. c. Three (3) members appointed by the Board, with 3 year terms (staggered based on initial Board appointment). committee guidelines established 2. Covenant Compliance Committee a. Board established as a standing committee b. Purpose: To administer the fine procedure and to determine compliance with the Eagle Crest Planned Community governing documents. Management is responsible for identifying violations and to enforce decisions of the CCC. c. Three (3) members appointed by Board, with 3 year terms (staggered based on initial Board appointment), w/guidelines 3. Golf Oversight Committee a. Formed and operating pursuant to the terms of the golf course lease. b. Purpose: [see golf course lease] c. Six (6) members, 3 appointed by the Tenant and 3 appointed by the Landlord (ECMA). The appointing party determines the term of service for its appointees. 4. Contracts Management Committee a. Board established as a standing committee b. Purpose: to ensure all annual service contracts over $10,000 have measurable deliverables, meet annually with vendors to review same, and implement and manage a bi-annual RFP process for such contracts. c. Five (5) to seven (7) members, two (2) of whom must be ECMA directors. Members appointed by the Board are to include one member from each sub-association, with a maximum of 2 from any one sub-association. Two year terms (staggered based on initial Board appointment). 5. Nominating Committee a. Operates under the scope and authority granted to it by Article 6, Section 2 of the Bylaws. b. Purpose: To select qualified candidates for election to the Board c. Members appointed annually by the President. Note: The nominating committee is not appointed to select candidates for Vacation Resort Project Directors. The Vacation Resort CCRs dictate the election method for those two director positions. ECMA BOARD Operating Procedures Page 5 DRAFT V

14 B. Procedures for new committees 1. Article 6, Section 15 Committees grants authority to the Board with regard to establishing committees and contains certain requirements and restrictions. 21. Committee formation by the Board shall include a designation of standing or temporary (ad hoc) as well as a clearly stated purpose, roles, responsibilities, authority (if any), and guidelines for committee composition and member appointments. a. Standing committees are committees that have perpetual existence in an organization. b. Ad hoc (aka special or temporary ) committees are established for a specific purpose and they cease to exist after the task assigned to them is completed and the committee makes its final report. ECMA BOARD Operating Procedures Page 6 DRAFT V