APPROVAL OF MINUTES FROM PREVIOUS MEETINGS

Transcription

1 COBBLE CREEK HOMEOWNERS ASSOCIATION, INC. MONTHLY EXECUTIVE BOARD MEETING June 24, 2014 CALL TO ORDER Board President John Fox called to order the Cobble Creek HOA Executive Board Regular monthly meeting at the Cobble Creek Club House at 7:05 pm. ROLL CALL Present were Board Members President John Fox, Vice President Bill Crittendon, Secretary Stan Grigg, Treasurer Art Mcilravy, and board member Paul Story. Kerry and Karen Dunivan were present representing Mountain Mansion Management (MMM). Attorney Bo Nerlin and Alexa Child, legal intern, were present from the David Reed Law firm as HOA legal counsel. HOA MEMBER COMMENTS Cobble Creek HOA member, Kent Simerson, addressed the Board concerning the lack of notice to the Cobble Creek community regarding the weekly mosquito spraying. He noted that CC Club members received notice from Rob Harper s weekly , but non club members and those without computers did not receive any notice. He noted that the conditions on the evening of June 18, 2014 were too windy for mosquito spraying, but that it was done anyway. Mr. Simerson indicated that he and his wife inhaled the mosquito spray that was blown onto their property and that his wife was still experiencing troubled breathing symptoms as a result. Mr. Simerson questioned why CC HOA pays for any of the mosquito spraying when the HOA has no control over when and where the spraying takes place and it is a golf course problem. Mr. Simerson offered the following suggestions: The CC HOA should divorce itself from the operations of the golf course, including the mosquito spraying. The Cobble Creek community needs their own mosquito control program. CC HOA should cut off all funding for the golf course. The mosquito issue is a public health problem and no one should be using pesticides that are unhealthy, all spraying should be monitored, and proper notification should be made before any spraying is done. Paul Story indicated there was notification to some CC residents thru the weekly from Rob Harper to club members and the spraying notification was posted on the Mountain Mansion Management website. Paul Story indicated that he talked to Paul Heide, the maintenance supervisor of the CC golf course, about the mosquito spraying and Paul Heide said that the spraying would be done every Wednesday during the summer as long as wind conditions were favorable. The general feeling of the Board was that adequate notice regarding the time and date of the summer mosquito spraying should be a priority. Kerry Dunivan of MMM indicated that they would send out an to those CC HOA members that they have for regarding the mosquito spaying. Vice President Bill Crittendon indicated that the newly formed HOA Communication Committee would address the notification issue for mosquito spraying and come up with solution that would guarantee that HOA members would receive adequate notification of mosquito spraying. APPROVAL OF MINUTES FROM PREVIOUS MEETINGS

2 Minutes from the May 15, 2014 regular monthly CC HOA Board meeting were read by Secretary Stan Grigg. A motion was made by Art Mcilravy and seconded by Bill Crittendon to approve the minutes as read. The motion passed. Minutes from the June 10, 2014 CC HOA Board work session were read by Secretary Stan Grigg. A motion was made by Paul Story and seconded by Art Mcilravy to approve the minutes as read. The motion passed. TREASURER S REPORT Treasurer Art Mcilravy presented the treasurer s report. He indicated that the budget was on line for this time of year and did not see any issues. Art indicated that the bills for legal fees had reached approximately $34,000 and that this was almost all of the legal fees pertaining to the transition from a Declarant controlled HOA Board to a HOA member elected Board. He noted that the Profit & Loss Budget vs Actual and the Balance Sheet is posted at the end of the month on the MMM website for all CC HOA members to review. Art noted that the current assets held in the Timberline Bank were $111, in the reserve fund, $11, in savings and $64, in the checking account with a total of $186,946.57; the total accounts receivable were $4, for a total asset balance of $191,666.97; the current liabilities were $11, See the attached Treasurer s Report. Mike Weiand asked if the CC HOA had to transfer money from the reserve fund to pay any of the legal fees associated with the transition to the new HOA Board and Art indicated that we did not. Bonnie Goes asked if the current asset balance included any of what Tiff Hayden, President of Weststar Development, LLC; Enclave Development, Inc, Mgr, owed to the HOA from unpaid HOA fees from lots that they own. Art indicated that it did not. Kent Simerson asked if the operating budget was about $64,000 and Art indicated that it was. A motion was made by Stan Grigg and seconded by Bill Crittendon to accept the Treasurer s Report as presented. Motion passed. OLD BUSINESS COMMITTEE REPORTS COMMUNICATION COMMITTEE Vice President Bill Crittendon presented and read a Charter for the Communication Committee. See the attached Communication Committee Charter. MMM will post the Charter for the Communication Committee on the CC HOA website. Bill asked that those CC HOA members wishing to serve on the Communication Committee contact him or MMM. A motion was made by Art Mcilravy and seconded by Paul Story indicating that the Board accepted the Communication Committee Charter as presented by Bill Crittendon, named Bill Crittendon as the Chair Person of the Communication Committee, and that the Board give Bill Crittendon the authority to select members to serve on the Communication Committee. The motion passed. LEGAL COMMITTEE Attorney Bo Nerlin introduced Ms. Alexa Child, a legal intern for the Law Office of David Reed. She is a second year law student at the Georgetown University Law School. Ms. Child presented a power point slide show that went through the CC HOA governing documents and noted the inconsistencies between them and CCIOA,

3 Colorado Common Interest Ownership Act, that governs homeowner associations within Colorado. See the attached copy of the power point presentation. Bo Nerlin indicated that the action plan for the Board should be to create a Legal Review Committee to review the recommendations presented to the Board by Ms. Child, and to bring back recommendations to the Board that would be brought to the CC HOA membership for approval in order to align the CC HOA governing documents with CCIOA. Bo Nerlin indicated that to amend the CC HOA governing documents, 60% of the CC HOA lot owners must vote 67% in person/proxy in favor of the proposed amendments in order for them to change. Paul Lerg indicated that many of the CCIOA regulations that Ms. Child only slightly referenced were extensive and that they should be closely reviewed. Bo Nerlin responded that the presentation was an over simplified overview of the regulations only for the power point presentation and that a newly formed Legal Review Committee will review all governing documents for inconsistencies. A motion was made by Bill Crittendon and seconded by Art Mcilravy indicating that the Board create an Organizational/Legal Audit Committee, naming Paul Story as the Chair Person of that Committee, and that the Board was giving Paul Story the authority to select all members to serve on the Committee and bring back to the Board at the July 15 th Regular CC HOA meeting a Charter to be approved by the Board and the names of the CC HOA members to serve on the Committee.. The motion passed. Barbara Popp asked why the current CC HOA governing documents were currently inconsistent with CCIOA and why had they not been reviewed in the past by the legal counsel of the HOA? Bo Nerlin responded that the legal counsel had never been asked by any CC HOA Boards to review them for inconsistencies and that it is only required by CCIOA to review them when there is a change from a Declarant appointed Board to a HOA member elected Board of Directors. TRANSITION COMMITTEE RECOMMENDATION OF AN AUDIT OF HOA FUNDS CRS (9)(b) Bo Nerlin indicated that after extensive review of the CCIOA regulations and legal counsel from their legal consultants on the Front Range, it is their legal opinion that the Board pass a motion directing the David Reed Law office to draft a letter to Tiff Hayden requesting that he proceed with this CCIOA required independent financial audit. The audit should follow a scope of work as outlined by the Board, it must be completed with 60 days from the date of the notification letter to Tiff Hayden, and that it be presented at the next CC HOA Board meeting thereafter. Art Mcilravy made the motion as presented by Bo Nerlin that was seconded by Paul Story. Motion passed. PLAY GROUND INSURANCE Paul Story indicated that he had talked to the agent for the insurance company providing liability insurance coverage for the CC playground. Paul reported that the agent assured Paul that coverage provided is adequate. Bill Crittendon asked Paul Story to check with the insurance company and ask if they would suggest any type of signage at the playground and at the lake(s) that are owned by the CC HOA that would reduce our risk of being sued in the event that someone was hurt on this property. Someone noted that there were signs at the lakes indicating that fishing was allowed for CC residents only. Mike Weiand indicated that children from a day care center were playing at the CC playground. Art Mcilravy suggested a similar sign indicating that playground use is for CC residents or their guests only.

4 Paul noted that the playground equipment was purchased by the CC HOA 7 years ago. Discussion followed between Board and HOA members regarding the conveyance of common element property to the CC HOA. Paul Lerg indicated that a reserve study was required by CCIOA. Art Mcilravy responded that only a plan must be in place indicating that the Board has/wants a reserve study or that they do not. Paul Lerg disagreed with Art Mcilravy regarding the need for the reserve study and Art asked Paul Lerg to bring the Board proof at the July 15 th regular Board meeting that a reserve study is required by CCIOA. Bonnie Goes said that she felt that the CC HOA members were blind-sided when the fish & chips property was conveyed to the CC HOA by the Declarant. She felt that no one looked at the playground equipment and the lakes to determine the condition that they were in before the conveyance. John Fox responded that going forward the CC HOA should have a policy in place to deal with the conveyance of property from the CC development to the CC HOA. NEW BUSINESS SCHEDULE FOR HOA MONTHLY MEETINGS A motion was made by Bill Crittendon and seconded by Art Mcilravy that the CC HOA regular monthly Executive Board meetings will be held on the 3 rd Tuesday of every month upstairs at the CC Club House at 7pm. The motion passed. DOGGIE POTS Paul Story reported that he had repaired/renovated the doggie pots in CC for the cost of $ DIRT PILES John Fox noted that some of the home construction dirt piles have been removed, but that there are still some that have not. He indicated that he would check with the DRC to determine how soon they can be removed. John will report back to the Board at the July 15 th meeting. HOA DUES INCREASE Attorney Bo Nerlin explained the time line as to how the Declarant lost control of the HOA Board triggering the need for the HOA membership to elect their own Board members. Bo indicated that according to CCIOA, if the Declarant has not sold a platted lot for two years, then the HOA control of the Board must be turned over to the HOA members. The last sale of a plotted lot in CC was in September Therefore, by September 2013 the control of the HOA Board should have been turned over to the CC HOA. Tiff Hayden, President of Weststar Development. LLC Enclave Development, Inc, Mgr sent out a letter to CC HOA lot owners stating his request that HOA lot owners vote to increase their HOA yearly dues by $500 to help cover the cost of maintaining common elements within the CC community. The CC HOA Board has been working with Tiff Hayden to define the common areas and going over proprietary financial information of the CC development in order to determine at what dollar level the CC HOA board should decide to take a HOA fee increase to the CC HOA members for a vote. John Fox made and Art Mcilravy seconded a motion to approve submitting a proposal to the CC HOA lot owners for a vote for a CC HOA dues increase of $450/year. The motion failed by a 0-5 vote of the CC HOA Board of directors.

5 The next CC HOA Board of Directors regular monthly meeting will be Tuesday, July 15 th, at 7pm upstairs at the CC clubhouse. At 9 pm, John Fox made a motion that was seconded by Art Mcilravy to go into Executive Session pursuant to CRS (e) and (f) only to come out of Executive Session for the sole purpose of adjourning the meeting. Motion passed. At 10:35pm Stan Grigg made a motion that was seconded by Bill Crittendon to end the Executive Session. At 10:36pm Stan Grigg made a motion that was seconded by Paul Story to adjourn the regular monthly meeting of the CC HOA Board. The motion passed. Respectfully Submitted Stan W. Grigg, Secretary Cobble Creek HOA Board of Directors Slide 1 COBBLE CREEK HOMEOWNERS ASSOCIATION, INC. June 24, 2014

6 Slide 2 Cobble Creek HOA On March 3, 1999, the Cobble Creek Golf Community, L.L.C., filed the Declaration of Covenants, Conditions and Restrictions (the Declaration ). Cobble Creek Golf Community is operated by the Cobble Creek Homeowners Association, Inc., which is a Colorado nonprofit corporation (the Association ). The Executive Board governs the Association The Association and the Executive Board are subject to the Colorado Common Interest Ownership Act (the Act ), which was adopted by the Colorado General Assembly in Slide 3 The Purpose of this Presentation There are various inconsistencies between the Act and Cobble Creek s Declaration, Articles of Incorporations and Bylaws, as well as the Governing Policies and Procedures. This presentation provides an overview of the most significant issues and offers some suggestions in regard to solutions

7 Slide Prohibitions Contrary to Public Policy (1)(c): An association shall not prohibit the display of a political sign by the owner or occupant of a unit Declaration Section , Signage: No signage or advertising of any nature may be placed on any vacant lot other than those of the Declarant or its designee (1)(d): An association shall not prohibit the parking of a motor vehicle by the occupant of a unit on a street, driveway, or guest parking area if the vehicle is required to be available at designated periods at such occupant s residence as a condition of the occupant s employment and all of the following criteria are met. Declaration Section , Parking: All vehicles owned by residents of a home on a Lot shall be parked in garages when said vehicles are not in use. The garage doors shall be kept closed at all times except for those occasional instances (1)(a)-(b): An association shall not prohibit the display of the American flag on a unit owner s property, in a window of the unit or on a balcony adjoining the unit if the American flag is displayed in a manner consistent with the federal flag code The display of a service flag bearing a star denoting the service of the owner or occupant of the unit, or of a member of the owner s or occupant s immediate family, in the active reserve military service of the United States during a time of war or armed conflict, on the inside of a window or door of the unit. The Declaration does not address the issue of flags, but it might be beneficial to add a provision that specifically allows the display of American flags and service flag, pursuant to the Act. Slide Legislative Declaration (1)(a): Common interest communities are encouraged to adopt protocols that make use of mediation or arbitration as alternatives to, or preconditions upon, the filing of a complaint Each association shall adopt a written policy setting forth its procedure for addressing disputes arising between the association and unit owners Governing Policy #6: Any action by the Association against an Owner to collect assessments for other sums due to the Association, including foreclosure proceedings; and Any action by the Association to enforce any provisions of the Association s Declaration, Bylaws, or Rules and Regulations are exempt from the dispute resolution procedure. While Governing Policy #6 adopts a dispute resolution mechanism as required by the Act, exempting these disputes almost negates the purpose of having a procedure addressing disputes. Slide Contents of Declaration (1)(a): The declaration must contain the names of the common interest community and the association and a statement that the common interest community is a condominium, cooperative or planned community... Declaration Section 3.1, Name, Character and Location: The name of the subdivision is Cobble Creek Subdivision commonly known as Cobble Creek Golf Community. The subdivision is a common interest community pursuant to the Act. The Project is located within the City. *No where in the Declaration does it state what kind of common interest community Cobble Creek is. The Declaration needs to explicitly state that Cobble Creek is a planned community.

8 Slide / Powers of Unit Owners Association Voting (1) (3): Except as provided in subsections (2) and (3) of this section, and subject to the provisions of the declaration, the association, without specific authorization in the declaration, may: Articles of Incorporation Article III, Purposes and Powers of the Association: Many of the powers granted to the Association in the Act are missing from the Declaration (2)(b): If a unit is owned by more than one person, each owner of the unit may vote or register protest to the casting of votes by the other owners of the unit through a duly executed proxy. Declaration Section 4.4, Voting: There shall be one vote per Residential Lot. The owner(s) of each Residential Lot shall have one vote per Parcel owned Articles of Incorporation Article V, Membership Rights and Qualifications: Voting shall be one vote per Lot...If a Lot is owned by more than one person, those persons shall agree among themselves how a vote for that Lot s membership is to be cast. *The Declaration should be amended to more specifically state the powers of the Association. In regard to voting, the Bylaws state the voting procedure correctly, but the Declaration and the Articles of Incorporation do not and need to be amended to give each unit owner one vote. Slide Executive Board Members and Officers (3): The executive board may not act on behalf of the association to amend the declaration, to terminate the common interest community Declaration Section 5.1.3: The Executive Board shall have the power to act on behalf of the Association to: Adopt, amend and enforce as well as interpret any of the provisions hereof, reasonable Bylaws, rules and regulations *Pursuant to the Act, the Executive Board lacks the authority to make amendments to the Declaration, notwithstanding Section of the Declaration.

9 Slide Responsible Governance Policies (1)(b)(IV): To promote responsible governance, associations shall adopt policies, procedures, and rules and regulations concerning enforcement of covenants and rules, including a fair and impartial fact finding process and the definition of impartial decision maker. If as a result of the fact finding process it is determined that an owner should not be held responsible for the alleged violation, the association shall not allocate to the unit owner s account any of the association s costs and attorney fees incurred in asserting and hearing the claim. Governing Policy #5: After the testimony and other evidence has been presented at a hearing, the Executive Board shall, within a reasonable time, not to exceed 15 days, render its written findings and decisions, and impose a fine, if applicable. A decision, either a finding for or against the Owner, shall be by a majority of the Executive Board members present at the hearing. The Executive Board may waive all, or any portion, of the fines if, in its sole discretion, such waiver is appropriate under the circumstances. *The governing policy does not implement an impartial fact finding process. Furthermore, no where in the policy does it state that the unit owner will not be held responsible for attorneys fees if no violation is found. Slide Collections Limitations / House Bill 1276, Collection Policy: Delinquent owners have a one-shot opportunity at a payment plan to bring their delinquent account current. The payment plan must be for a minimum of six months but can be longer if the association so wishes. Governing Policy #3: This resolution fails to implement a six-month (minimum) payment plan. House Bill 1276: Before the association turns over a delinquent account to an attorney or collections agency, the association must send the delinquent owner a written notice specifying: The total amount of the arrearage, with an accounting of how the total arrearage is determined The name and contact information for the individual the owner may contact to request a copy of the owner s ledger to verify the amount of the debt That action is required to cure the delinquency and failure to do so within 30 days may result in the account being turned over to a collection agency, a lawsuit being filed against the owner, the filing and foreclosure of a lien against the owner s property and other remedies available under Colorado Law. Governing Policy #3, Part 8, Collection Process: The collection process, including the notice given to delinquent owners, does not include these elements as required by the Act. House Bill 1276: An association, or the assignee of the association s lien, may only proceed to foreclosure if the total amount secured by the lien would equal or exceed 6 months of assessments. The board of an association must vote to proceed with foreclosure on any given delinquent account. Governing Policy #3, Part 16, Judicial Foreclosure: The Association may choose to foreclose on its lien in lieu of or in addition to suing an owner for a money judgment.

10 Slide Registration (1): Every unit owners association shall register annually with the director of the division of real estate, in the form and manner specified by the director (2)(a): The unit owners association shall submit with its annual registration a fee in the amount set by the director in accordance with section (3): A registration is valid for one year. The right of an association that fails to register, or whose annual registration has expired, to impose or enforce a lien for assessments under section or to pursue an action or employ an enforcement mechanism otherwise available to it under section is suspended until the association is validly registered pursuant to this section. No where in any of the Association documents does it mention the annual registration requirement. *Because there are significant consequences if the Association fails to register, a provision should be added to the Declaration outlining this requirement. Slide 12 Outdated Terms that Reference Declarant The period of declarant control has terminated. The Board is to be expanded to five members to be elected by the Association. There are several provisions in the Declaration, Articles of Incorporation and Bylaws that mention Declarant powers that are no longer in effect. These provisions need to be amended to reflect the new distribution of power, post-declarant control.

11 Slide 13 Action Plan The Executive Board may create a committee in charge of revising the Association s Declaration, Articles of Incorporation, Bylaws and General Governing Policies so that they are in conformity with the Act. Slide 14 Colorado Revised Nonprofit Corporation Act C.R.S Committees of the Board The board of directors, in this case the Executive Board, may create one or more committees of the board and appoint one or more directors to serve on them. A committee shall not amend the articles of incorporation, adopt amend or repeal bylaws.

12 Slide 15 Amending the Declaration (1)(a)(I): Except as otherwise provided, the declaration, including the plats and maps, may be amended only by the affirmative vote or agreement of 67% of unit owners of units (3)(b): Committees of the association shall be appointed pursuant to the governing documents of the association or, if the governing documents contain no applicable provisions, pursuant to section Slide 16 Amending the By-Laws and Articles of Incorporation By-Laws, Article IX, Section 9.1, Amendments to By-Laws: The By-Laws may be amended only by vote of two-thirds of the members of the Executive Board, following notice and comment to all Lot Owners, at any meeting duly called for such purpose. Articles of Incorporation, Article IX, Amendment: Amendment of these Articles shall require the assent of at least two-thirds of the members of the Association as provided in the Colorado Non-Profit Corporation Act.

13 Draft for approval Cobble Creek Homeowners Association, Inc. Executive Board Session June 15, 2014 The Cobble Creek Executive Board of Directors met at the CC Club house June 15, 2014 at 3:00 pm. President John Fox called a Special Meeting to order at 3:00 pm. ROLL CALL Present at the Special Meeting were President John Fox, Vice President Bill Crittendon, Treasurer Art Mcilravy, and board member Paul Story. Absent was Secretary Stan Grigg. EXECUTIVE SESSION John Fox made a motion to go into Executive Session to meet to discuss proprietary financial information, the disclosure of which would constitute an unwarranted invasion of privacy, only to come out of Executive Session for the sole purpose of adjourning the Special Meeting. Art Mcilravy seconded the motion and the motion passed. The Executive Session was held in the Card Room of the CC Club House. At 4:00 pm Bill Crittendon made a motion to return to the Special Meeting for the sole purpose of adjourning the meeting. The motion was seconded by Art Mcilravy and was passed. At 4:01 pm the Special Meeting was adjourned. Respectfully Submitted, John F. Fox, President for Stan W. Grigg, Secretary Cobble Creek HOA Board of Directors

14 COBBLE CREEK HOMEOWNERS ASSOCIATION, INC. EXECUTIVE BOARD EXECUTIVE SESSION JUNE 12, 2014 The Cobble Creek Executive Board of Directors met at the CC Club House June 12, 2014 at 6:00 pm. President John Fox called the Special Meeting to order at 6:01 pm. ROLL CALL Present at the Special Meeting were President John Fox, Vice President Bill Crittendon, Secretary Stan Grigg, Treasurer Art Mcilravy, and board member Paul Story. Tiff Hayden, President of Weststar Development, LLC Enclave Development, Inc, Mgr, was also present. EXECUTIVE SESSION John Fox made a motion to go into Executive Session to meet with Tiff Hayden to discuss proprietary financial information, the disclosure of which would constitute an unwarranted invasion of his privacy, only to come out of Executive Session for the sole purpose of adjourning the Special Meeting. Art Mcilravy seconded the motion and the motion passed. The Executive Session was moved to the Dolphin House, located at 735 S. 1 st street. At 8:05 pm, John Fox made a motion to return to the Special Meeting for the sole purpose of adjourning the meeting. The motion was seconded by Stan Grigg and was passed. At 8:06 pm, the Special Meeting was adjourned. Respectfully Submitted, Stan W. Grigg, Secretary Cobble Creek HOA Board of Directors

15 COBBLE CREEK HOMEOWNERS ASSOCIATION, INC. EXECUTIVE BOARD WORK SESSION JUNE 10, 2014 CALL TO ORDER Board President John Fox called to order the Cobble Creek HOA Executive Board Work Session at the Cobble Creek Club House at 6:30 pm. ROLL CALL Present were Board Members President John Fox, Vice President Bill Crittendon, Secretary Stan Grigg, Treasurer Art Mcilravy, and board member Paul Story. David Reed and Bo Nerlin were present from the David Reed Law firm were present as legal counsel. HOA BOARD MEMBER EDUCATION Bo Nerlin presented a HOA Board member education power point slide show. The slide show went over CCIOA, Colorado Common Interest Ownerhsip Act, that governs homeowners associations within Colorado. A copy of the slide show presentation is attached to the minutes. A discussion of notice requirements and other information regarding the six types of HOA meeting followed. Meetings: -Annual Meeting: No more that 50 days notice to HOA members and no less than 10 days. -Budget Meeting: No more that 60 days notice to HOA members and no less than 14. Must have a CC HOA member vote within 90 days of the HOA Board adopting the CC HOA budget. -Regular Monthly Meetings: Agenda should be posted 7 days before meeting. -Special Meetings: Board members must be given 3 business days notice. -Work Sessions: no notice required. -Executive Sessions: no notice required. Bo Nerlin indicated that the Board should make and pass a motion at the June 24, 2014 Regular CC HOA meeting that indicates the Regular Monthly CC HOA Board meetings will be held the 3 rd Tuesday of every month at 7:00pm upstairs at the CC Club House. Lot Owner Education: CCIOA regulations indicated that the CC HOA Board must provide CC HOA lot owner education. Art Mcilravy asked Bo Nerlin when and in what form the lot owner education could be presented. Bo indicated that the education could be in the form of an agenda item at regular monthly CC HOA Board meetings and could be such information as a review of Board actions to date and changes to CCIOA regulations that may affect lot owners. John Fox indicated that the Communication Committee could help the Board educate the lot owners of the Board s decisions. Nerlin indicated that it is up to the HOA Board to determine the role of the Communication Committee. Bill Crittendon made the comment that the CC HOA Annual Meeting is always held in December and that more lot owners would probably be present if the Annual Meeting was held in July, August or September.

16 Bo Nerlin suggested that the agenda items should be agendized to show all topics to be discussed at the CC HOA Board Meetings, not just Old Business and New Business. Bo Nerlin indicated that Executive Sessions can be part of Regular CC HOA meeting and can be called at anytime during the meeting should the need arise, noting the purpose for the meeting. The Board must follow the requirements outlined by CCIOA in order to call an executive session. The Board may also call a Special Meeting for the purpose of having an Executive Session. The motion to go into Executive Session should follow a specific format, indicating the required purpose and whether the Board will leave the Executive Session for the sole purpose of adjourning or for the Board to make a motion and vote. It was noted by Paul Story that the insurance covering the CC HOA play ground is in force and adequate according to the insurance agent. David Reed indicated that the HOA could maintain common elements or such other expenses of the CC community that the Board may deem necessary and in the best interest of the CC community as a whole. DISCUSSION ON PRIOITIZATIONS OF TRANSITION COMMITTEE RECOMMENDATIONS Bo Nerlin handed out a memo referencing the time frame on the Transition Committee Recommendations. The memorandum provides a suggested timeframe for the Cobble Creek Executive Board to consider the recommendations from the Cobble Creek Transition Committee. A copy of this memorandum is attached to the minutes. The memorandum discusses the following 9 recommendations from the Transition Committee and the legal/recommended time frame for each: (see the attached memo for a complete review of each of these items as presented by Bo Nerlin) 1. Independent Financial Audit 2. Physical and Common Element Audit 3. Organizational/Legal Audit 4. Contract Review 5. Reserve Study 6. Post Transition Disclosures 7. Education 8. Open Meetings/Transparency 9. Fiscal Year Disclosures After a brief discussion regarding the need for the Board to meet with Tiff Hayden, President of Weststar Development, LLC Enclave Development, Inc, Mgr to discuss proprietary financial information, the disclosure of which would constitute an unwarranted invasion of his privacy, President John Fox indicated that he would like to call a Special Meeting, to be held at 6:00 pm on June 12 th, 2014, for the purpose of meeting with Tiff Hayden in Executive Session. The Special Meeting will be upstairs at the CC Club House. After the meeting is called to order, a motion will be made to go into Executive Session to meet with Tiff Hayden, only to come out of Executive Session for the sole purpose of adjourning the Special Meeting. After a motion to go into Executive Session is made, seconded and passed, the Board and Tiff Hayden will go to the Dolphin House, located at 735 S. 1 st street, to hold their Executive Session.

17 Respectfully Submitted, Stan W. Grigg Secretary, Cobble Creek HOA Board of Directors Slide 1 COBBLE CREEK HOMEOWNERS ASSOCIATION, INC. Executive Board Member Education June 10, 2014 Slide 2 Cobble Creek HOA On March 3, 1999, the Cobble Creek Golf Community, L.L.C., filed the Declaration of Covenants Conditions and Restrictions (the CCR s ), creating the Cobble Creek Golf Community Cobble Creek Golf Community is operated by the Cobble Creek Homeowners Association, Inc., a Colorado nonprofit corporation (the HOA ) The HOA is governed by an Executive Board (the Board ) The HOA is subject to the Colorado Common Interest Ownership Act ( CCIOA ), and other applicable laws

18 Slide 3 Colorado Common Interest Ownership Act ( CCIOA ) C.R.S et. seq. Adopted by the Colorado General Assembly in 1992 with the stated intent to: Establish a clear, comprehensive and uniform framework for the creation and operation of common interest communities Strengthen homeowners associations financially Give developers flexible development rights Promote effective and efficient property management Promote the availablity of funds for the development of common interest communities Slide 4 Other Laws CCIOA specifically provides that principals of law and equity, including those applicable to nonprofit corporations, apply to common interest communities, to the extent not inconsistent with CCIOA Colorado Revised Nonprofit Corporation Act (CRS et. seq.) Slide 5 PRIORITY Governing Docs 5

19 Slide 6 Executive Board Powers and Duties under CCIOA: The Board may act in all instances on behalf of the HOA; No Member of the Board shall be liable for actions taken or omissions made in the performance of such Member s duties except for wanton and willful acts or omissions; The Board may not act on behalf of the HOA to amend the Declaration, terminate the Cobble Creek Golf Community or to elect Members to the Board. Slide 7 Executive Board Adopt and amend Bylaws and Rules and Regulations; Adopt and amend budgets for revenues, expenditures and reserves; Collect assessments for Common Expenses Hire and discharge managing agents; Hire and discharge employees, independent contractors and agents; Institute, defend or intervene in litigation; Make contracts and incur liabilities; Regulate the use, maintenance, repair, replacement and modification of Common Elements; Cause additional improvements to be made as a part of the Common Elements; Acquire, hold, encumber and convey, in the HOA s name, any right, title or interest to real estate or personal property; Slide 8 Executive Board Grant Easements; Impose and receive payment or fees; Charge for services provided to Lot Owners; Impose a reasonable charge for the preparation and recording of amendments to the CCRs or statements of unpaid assessments; Provide for the indemnification of the HOA s officers and the Board and maintain Board Member and officer s liability insurance; Exercise any other power that may be exercised by a Colorado Nonprofit Corporation; Exercise any other power necessary and proper for the governance and operation of the HOA; and By Resolution, establish committees of Board Members, to perform appropriate functions

20 Slide 9 Conflicts of Interest Watch out for Conflicts Conflict of Interest Transaction A contract, transaction or other financial relationship between the HOA and a Board Member in which the Board Member has a financial interest No Loans No loans shall be made by the HOA to a Board Member Related Party This section applies to a party related to a Board Member Slide 10 HOA MEETINGS Types of Meetings: Annual Member Meeting Budget Meeting Regular Board Meeting Special Board Meeting Work Session Slide 11 Annual Meeting Meetings of the unit owners shall be held at least once per year. (CRS ) Not less than 10 nor more than 50 days in advance of any meeting of the Lot Owners, notice shall be mailed or hand delivered to Lot Owners. (CRS ) Annual meetings of Lot Owners shall be held in Montrose, Colorado. At these meetings, the Directors shall be elected. (Bylaws)

21 Slide 12 Budget Meeting Called to set the HOA s annual budget Meetings of Lot Owners to consider proposed budgets shall be called in accordance with CCIOA. The budget may be considered at the Annual Meeting or a Special Meeting.(Bylaws) Within 90 days after adoption of any proposed budget, the Board shall mail or otherwise deliver a summary of the budget to all Lot Owners and shall set a date for a meeting of Lot Owners to consider the budget. (C.R.S ) Not less than 14 nor more than 60 days the Board shall set a meeting of the Lot Owners to consider the budget (the Budget Meeting ). (CCRs) Unless at that Budget Meeting a majority of all Lot Owners reject the budget, the budget is ratified, whether or not a quorum is present. In the event that the proposed budget is rejected, the periodic budget last ratified by the Lot Owners is continued until the Lot Owners ratify a subsequent budget proposed by the Board. (CCRs and C.R.S ). Slide 13 Regular Meeting (Bylaws) Regular Meetings are meetings of the Board to conduct the Board s business. The Board may set a schedule of Regular Meetings by resolution, and no further notice is necessary to constitute a Regular Meeting. All meetings of the Board shall be held in Montrose. At all meetings of the Board, a majority of the Directors (3) shall constitute a quorum. The votes of a majority of the Directors present at a meeting shall constitute a decision of the Board. Slide 14 Regular Meetings (CCIOA) All Regular and Special Meetings of the Board, or any committee thereof, shall be open to attendance by all Lot Owners or their representatives. Agendas for meetings of the Board shall be made reasonably available for examination by all Lot Owners or their representatives. The HOA is encouraged to provide all notices and agendas in electronic form, by posting on a web site or otherwise, in addition to printed form.

22 Slide 15 Special Meeting Notice can be waived [NOTE: If a Special Meeting of Lot Owners certain Notice requirements apply] Slide 16 Work Session A Work Session is a meeting called to address a specific topic or problem. Experts, employees, committee members or other persons knowledgeable on the subject are sometimes asked to participate. Since these meetings are called only to study issues, no business is transacted, and no formal action may be taken. There are no requirements under the Governing Documents or CCIOA regarding Work Sessions; however, general provisions regarding notice and openness to all Lot Owners should be considered. Slide 17 Executive Session Executive Sessions are those meetings or portions of meetings that are closed to the Lot Owners. During an Executive Session, the Board may not reach any final decision or adopt or approve any resolutions rules or enter into any agreements. The Board may determine its position regarding those issues presented in Executive Session.

23 Slide 18 Executive Session Slide 19 Meetings in General Slide 20 Meeting Procedure Robert s Rules of Order Before the Board may proceed with a meeting, it must determine if a quorum is present: Motions Debate Vote

24 Slide 21 Proposed Order of Business for Executive Board Meetings Call to Order Opening Ceremonies, Proclamations Roll Call Reading and Approval of Minutes Public Comments Reports Board Members, Committees, Management, Attorney Old Business New Business Adjournment Possible Executive Session Slide 22 Action Item Protocol Action Item Presentation (Board Member, Committee Member, Attorney, Management, Lot Owner) Lot Owner / Public Comment Executive Board Deliberation Vote/ Outcome Slide 23 Board Member Education Board Member Education: CRS : The Executive Board may authorize and account for as a Common Expense, reimbursement of Board Members for their actual and necessary expenses incurred in attending educational meetings and seminars on responsible governance of unit owners' associations. The course content of such educational meetings and seminars shall be specific to Colorado and shall make reference to applicable sections of CCIOA.

25 Slide 24 Additional Education Lot Owner Education CRS : The HOA shall provide, or cause to be provided, education to Lot Owners at no cost on at least an annual basis as to the general operations of the HOA and the rights and responsibilities of Lot Owners, the HOA and its Executive Board under Colorado law. The criteria for compliance with this section shall be determined by the Executive Board. Slide 25 Questions?

26 J. DAVID REED, P.C. Memo To: Cobble Creek HOA - Executive Board From: Bo James Nerlin CC: J. David Reed Date: August 1, 2014 Re: Timeframe on Transition Committee Recommendations This memorandum provides a suggested timeframe for the Cobble Creek Executive Board to consider the recommendations from the Cobble Creek Transition Committee: 1. Independent Financial Audit The HOA has maintained control of its operating expenses going back to Based on this, the Board may elect to waive the audit. A discussion of such should occur at a Regular Board Meeting, with the Board passing a Resolution reflecting waiver of the audit. Time Frame: Discussion at June 24, 2014 Board Meeting 2. Physical and Common Element Audit A site inspection of the Common Elements should be scheduled with the Declarant or its representative and Members of the Board. After conducting this site visit, if the Board determines an additional investigation is necessary, a discussion should occur at a Regular Board Meeting regarding the hiring of a professional to conduct an in-depth review. Time Frame: Site visit prior to July 7, 2014 Discussion at July Board Meeting

27 3. Organizational/Legal Audit Our office has prepared a matrix outlining issues with the Governing Documents. We will present this matrix at the June 24, 2014 Board Meeting. Upon presentation from our office, the Board should consider the formation of a committee who will work with legal counsel to draft amendments to the HOA s governing documents. Time Frame: Presentation from J. David Reed, P.C., June 24, 2014 Board Meeting 4. Contract Review Mountain Mansion Management, as the management company for the HOA, deals directly with the vendors of all service contracts in place. The Board should meet with Mountain Mansion Management to discuss all contracts and work being performed. Subsequent to this meeting, the Board should consider a discussion at a Regular Board Meeting regarding all service contracts. Time Frame: Board to meet with Mountain Mansion Management prior to July 7, 2014 Discussion at July Board Meeting 5. Reserve Study The HOA has a Reserve Study Policy in place. Our office will discuss this Reserve Study Policy and all policies of good governance at the June 24, 2014 Board Meeting. Thereafter, the Board should consider conducting a review of its Reserve Study Policy after its review of the Common Elements is complete. Time Frame: J. David Reed, P.C., to discuss Good Governance Policies June 24, 2014 Board to conduct site visit of Common Elements prior to July 7, 2014 Discussion regarding Common Elements at July Board Meeting Reserve Study Discussion at August Board Meeting 6. Post Transition Disclosures

28 Prior to August 7, 2104, the Board shall make available the following information: 1. Name of the Association 2. The name of the Management Company 3. The physical address of the Management Company 4. The name of the Common Interest Community 5. The date the Declaration was recorded 6. The Reception Number or Book and Page of the Declaration The Board may consider putting together a letter to Lot Owners and posting it on the website regarding its first few months in office, and list out the above information. Time Frame: 7. Education Prior to August 7, 2014 a. Owner Education: i. The Board may want to consider holding an Owner s Education session at the Annual Meeting. b. Board Member Education: i. After time in office, the Board may look towards attending a class or seminar on a specific topic upon which it has concerns. Time Frame: Owner Education Prior to December 31, 2014 Board Member Education As needed 8. Open Meetings /Transparency At the May Board Meeting, Mr. Mcilravy proposed creating a Communications Committee to assist the Board in increasing communication between the HOA and Lot Owners. Time Frame: Discussion regarding Communications Committee June 24, Fiscal Year Disclosures

29 CCIOA requires associations to make annual disclosures within 90 days after the end of each fiscal year. See CCIOA for updated list of information to be disclosed. Time Frame: Prior to March 2015