STANDARD OPERATING PROCEDURES - BOARD OF DIRECTORS SWATARA VILLAGE PROPERTY OWNERS ASSOCIATION, INC. APPROVED BY BOD AUGUST 20, 2015 The purpose of creating this procedure manual is to guide future boards in the process of running meetings and in advising them of available resources. It is not meant to restate the by-laws or attempt to change any of the ruling documents of Swatara Village; it is strictly a transition document for the new board. This manual should start with the new board in January and guide them through the year. Every board member must be familiar with the ruling documents of Swatara Village. The following practices will guide all boards in working harmoniously as a unit. 1. Great boards learn to work as a team. There is a balanced sharing of the work load among all board members. 2. The directors listen to others perspective, respecting those on the Board or the association with different opinions. The best decisions are made after a lively discussion of all the issues and concerns. Decisions made, even though not unanimous, become THE decision of the Board. Minority members accept the decision of the majority. 3. No single board member controls or dominates the Board or association. Board discussion is balanced with all members contributing. Board members with dissenting opinion are encouraged. The President leads, but should not dominate. 4. There are no decisions or actions outside of Board meeting, unless the President is required to take emergency action, in which case it is reported to the other members as soon as possible. 5. Board members do no not directly undertake tasks/jobs that are more suitably handled by a designated professional i.e. a CPA, attorney or consultant. Outside counsel is sought and followed from the association s attorney and other consultants as needed. 6. Decisions are made for the best interests of the entire association. 7. Board members understand that they are serving their members, acting as managers. 8. The job of the board is to establish policies and review the work done by others. 9. The Board utilizes professional and competent vendors and they have reasonable expectations of their vendors. 10. Board members realize that they are Board members at Board meetings, or while conducting board business outside of a meeting, and homeowners the rest of the time. After all, this is your home too.
11. Board meetings are regularly scheduled, with proper notice to owners, to which Board members are prepared in advance with material read, and arrive ready to make decisions. 12. Minutes are taken that reflect the decisions made and distributed to owners in a timely fashion. 13. On the awarding of maintenance jobs cost is not the primary issue, rather a concern for the long term effectiveness. In other words, value, is more important than cost. Also, vendors are paid promptly upon satisfactory completion. 14. In the association there is a great community spirit. Owner s voices are given consideration, and there is healthy dialogue when needed on important issues. Communication with owners is viewed as important. 15. Conflicts of interest: in a homeowners association the potential for this can occur frequently. Examples of this include relationships with association vendors, having work done on a portion of the common area that would benefit a board member and avoiding the same kind of work elsewhere, keeping the assessments low, at the expense of necessary repairs or reserve funding, so that a unit can be sold in the near future, are all examples of conflicts of interest. Be aware of them, and avoid even the hint of a conflict of interest. These procedures ensure that Association business is conducted uniformly and fairly without regard to race, religious beliefs, or economic status. The procedures further ensure that critical areas of operation will be completed and describe who is responsible to complete particular tasks. The officers of the Swatara Village Property Owners Association shall comply with the Standard Operating Procedures. Conducting All Meetings - Board will follow by-laws page 4, 2.9 on meeting decorum. 1. Call to order 2. Roll call 3 Establish quorum 4. Pledge of Allegiance Members Forum all members who have signed in before the meeting and wish to speak will be allotted three minutes at this time. 5. Approve Agenda-additions, changes, motion as presented 6. Reading of the Minutes - motion to approve last meeting s minutes, or call for motion to waive reading of the minutes and approve them as published in the Villager. It is at this point that corrections can be made to last meeting s minutes. 7. Correspondence 8. Board Officer Reports 9. Reports of committees call for motion to accept reports, motion to waive reading of them, and have them published in the Villager. 10. Old Business
11. New Business 12. Open membership forum - All members in good standing will be allowed a 3 5 minute time period to speak at the open membership forum 13. Adjourn meeting - Announcement of Chair or by motion of Board PROCEDURE FOR MOTION AT ALL MEETINGS Procedure for motion: call for motion, call for second on motion, discuss the motion, call for vote, yes or no and announce condition of motion. REORGANIZATIONAL MEETING Immediately after Annual Meeting in January, the new Board of Directors will hold a Reorganizational Meeting and elect the new officers for the year. A temporary chairman must be elected to conduct the meeting. The Parliamentarian will also be appointed by the Board of Directors at this time, for the year, from a list of interested candidates. The officers will hold their position until the next Annual Meeting. BOARD ORIENTATION COMMITTEE The Board Orientation Committee is composed of exiting directors and current directors. This committee will meet within 2 weeks after the annual meeting and any time during the year when it is necessary at the request of any current director. New and current board members will have the opportunity to ask questions of exiting directors to help them understand their duties for the following three years. This will be considered a committee meeting and not a board meeting. BOARD APPOINTING A NEW DIRECTOR If a director resigns their position on the board, the sitting directors must follow procedure in the by-laws, page 8, 3.6 Vacancies. If there is a tie, the following procedure should be followed as per Association attorney. ( Note: a tie in the board appointing a director to replace one who resigns is not covered in the DCCR s.) It would appear that even under Robert s Rules the correct procedure is to just keep voting in a run-off of successive balloting until a winner emerges. If the balloting is done again and again, and is done secretly then at some point someone will tire of it and change a vote just to attain a majority. As ridiculous as it may sound to keep doing the same thing over and over again and expecting a different result this would appear to be the correct procedure under the way your bylaws are worded. If the candidates decide to flip a coin, the candidates should initial a paper stating that after many successive ballots it appeared futile to keep balloting, and so all decided to flip a coin to decide the outcome.
MEETINGS OF THE BOARD OF DIRECTORS Board of Directors must follow Conduct of Meetings in the By-Laws page 8, 3.12, and quorum qualifications page 9, 3.13. Annual Meeting By-Laws page 3, 2.5 Regular Meetings The Board of Directors currently meets February, April, June, August, October and December. This is subject to change, page 8, 3.8 of the By-Laws. Executive Sessions - By-Laws page 9, 3.15. Special Meeting of Members By-Laws page 4 2.7 Special Meeting of Board of Directors By-Laws page 8 3.9 Work Sessions By-Laws page 10, 3.17 The following is a quick reference as to where information will be found in the By Laws: Membership and membership meetings Article II, Page 2 Board of Directors - Article III, Page 5 Officers Article IV, Page 10 Common Expenses and Budget Article V, Page 12 Compliance & Default Article VI, Page 15 Amendments Article VII, Page 17 Indemnification Article VIII, Page 17 Miscellaneous Notices/Books & Records Section IX, Page 21 VITAL DATES & CONTACTS Land maintenance and snow removal S&S - Jeff Seiger 570-695-3855 Trash Removal - Potts and Monger 570-345-6201 Jim Wallbillich, Attorney 570-621-8798 (office cell) Kim and David Wenrich cleaning contract 570-915-6126
Lettich & Zipay 570-622-8761- Beth Zipay, CPA Loan due automatically paid from checking account each month Reserve Study must be done every five years, the last was in 2014. CAI the Association belongs to the Community Association Institute. This site provides an enormous amount of information for their use. The e-mail and user name must be changed yearly after the new board is elected. The outgoing President should handle this via e-mail. PA Dept. of State Corporation Bureau Filing This must be filed yearly ON OR BEFORE April 30. At the August 2015 meeting the following motion was made: Motion made by Bonnie Brown and seconded by Roberta Jelicks to adopt a resolution to have Attorney Wallbillich prepare the Annual Statement Nonprofit Corporation form yearly and to submit it by the April 30 deadline. Vote: 5 ayes, 0 nays. HUD Forms must be sent out every two years so we keep our Senior 55+ standing. The next one is sent out to membership in the Annual Meeting packet for 2016. The following is legal opinion from our attorney for this need: Title VIII of the Civil Rights Act of 1968 (the Federal Fair Housing Act), as amended, prohibits discrimination in housing and real estate-related transactions based on race, color, religion, sex, national origin, handicap and familial status (which generally refers to the presence in a home of children under the age of 18). The Act contained an exemption from the prohibition against familial status discrimination for senior housing. Under the Housing for Older Persons Act of 1995 (HOPA) amendments were made to the Federal Fair Housing Act for qualification for the housing of persons who are 55 years or older. Implementation of the HOPA through the Office of the Assistant Secretary for Fair Housing and Equal Opportunity. HUD. took place through a rulemaking process, and the form of Final Rules, were published in the Federal Register/Vol.64, No. 63/ Friday, April 2, 1999, and are contained at 24 CFR Part 100 and following. Attached first to this email is a copy of the page showing the Rules at Rule 100-307, which is titled Verification of occupancy. This rule spells out the requirements related to the occupancy survey, and the need to conduct one every two years, as had been mentioned to you. I am also attaching the page containing Rule 100.305, (out of order) because it is referred to in Rule 100.307. Under 24 CFR Part 100.307, you will find the reference to surveys, and other means to verify age, and will see the language which does indeed require such steps being taken at least once every two years. OFFICER CHANGES notification to local Bank and change signature cards. The Treasurer will arrange as soon as possible for all officers to go into Santandar Bank to sign the forms.
Mutual of Omaha Bank is notified of any change in officers and board members. We must submit an annual report to Mutual of Omaha for our loan; they will send a reminder of when it is due, about 15 days prior to the deadline. This is done approximately April 15 and the treasurer prepares this report. They will ask for what is needed and we have 10 days to mail it back; this gets send overnight and signature required when delivered, we also email as back up. They ask for the following information: Company Prepared FYE for 2014, (please write True & Accurate and sign); 2015 Budget; most current Aging showing a 30,60,90 status. Also if there are any Litigations or if the Property management company has changed. Mowing in back field This is done once a year. Name, Neil Martin, phone 717-336- 5255. Mowing is done in spring and we receive a check for $450 from Mr. Martin. LOCAL GOVERNMENT/EMERGENCY CONTACTS FOR BOD OFFICERS Pine Grove Township Emergency Management Call Township Office during business hours 345-4202. As of 2/1/15 until further notice, contact Cathy Fergueson 570-449- 5446. Schuylkill Haven State Police 570-739-1330 Pine Grove Township Authority 570-617-1008 Pine Grove Township 570-345-4202 Pine Grove Township Joint Treatment Authority 570-345-6433 DUTIES OF OFFICERS In addition to the information in By-Laws, page 10, Article IV, the following shall apply to the Association Officers. President The president s responsibilities are in By-Laws, Page 11, 4.4. Listed below are in addition to those listed in the by-laws. 1) The president is responsible for daily administrative tasks per village documents and can order actions that are necessary to advance the goals of the association and in certain instances, with board approval, expenditures over $500. In certain instances membership approval is required per the village documents (such as loans). (By-Laws, page 14, 5.7 B) 2) The president sets up association meetings and runs them; establishes important issues to include on the meeting's agenda and gives the information to the secretary within 10 days of a meeting.
3) The president directs the meetings so the association s directors can discuss the items on the agenda and is responsible for knowing about proper association procedures and voting methods. 4) The president and vice president are the only officers to email or speak with the attorney for all association legal matters. 5) The president is responsible for the fiscal well-being of the association; these responsibilities include overseeing the establishing of the budget, directing funds to budget items, collecting HOA fees, allowing for a reserve of funds and maintaining insurance coverage on behalf of the association. If expenditure is required, such as paying a contractor to improve the grounds or items to display in front of the properties, the president must often authorize the purchase if it exceeds a specific amount. See By-Laws, page 14, 5.7 B. 6) The president and treasurer need to work collaboratively to be responsible for maintaining bank accounts on behalf of the association and they shall approve all bills prior to payment by the accountant via email. 7) The president might field calls from homeowner association members when an issue arises, and advises the board if required. 8) The president s signature is legally binding on the association. This might give the president the power to enter into contracts with local contractors and advertisers; association members can be asked to work for the association for a profit with the board s approval. 9) The president may have other responsibilities that are specifically designated by the board of directors. The president might be responsible for setting up various committees to carry out the association goals. The president will also be expected to promote the association to potential and existing community homeowners by representing the association in a positive manner to the public. 10) The president is responsible for monitoring the progress of other board members and assigning duties. 11) The president shall review and approves the secretary s board minutes after all meetings, before they are made public. 12) The President of SVPOA is the only contact with Association s attorney. If he/she is away and there is an emergency then the Vice President and/or Secretary may contact him.
Vice President Vice President s responsibilities are in the By-Laws, Page 11, 4.5. The vice president will perform the duties of the president in the president s absence. They will also assist the president, if called upon, in all the duties relating to running the Association. Secretary Secretary s responsibilities are in By-Laws, Page 11, 4.6. Listed below are in addition to those listed in the by-laws. 1) Send out notices of meetings 2) Sign checks when requested 3) Edit documents upon request 4) Preparing re-sale agreements when such is required; Page 21, Section IX, 9.3 5) Prepare agenda for meetings 6) Read correspondence received/sent by president at the regular meetings 7) Call roll at all meetings and confirm that a quorum exists 8) Assist president when required 9) Write violations letters when required 10) Send out letters - regular or certified mail as required 11) Maintain book with copies of all correspondence sent to members of association 12) Maintain the files in the SVPOA office 13) All other duties as assigned RECORD RETENTION SCHEDULE Document Current File Storage Association Governing Documents permanently Bank Reconciliation 1 year 3 years Board Minutes 1 year permanently Cancelled Checks, dep slips & Bank Stmts 1 year 7 years Cash Disbursements & Receipts, 1 year permanently Journals Insurance Policies & Certificate 1 year 7 years Of Insurance Investment Statements & 1 year 7 years Closed Passbooks Deeds permanently Budgets permanently Contracts no longer active 5 years Real Estate Records, Personnel Records, long term Loan documents, investment and other similar contracts permanently
Taxes State & Fed income Tax Returns 3 years permanently Real Estate Records 1 year 7 years State & Fed Unemployment & 3 years permanently Withholding Treasurer Treasurer s responsibilities are in By-Laws, Page 12, 4.7.A. addition to those listed in the by-laws. Listed below are in 1) Oversee the operating and reserve accounts; seek aid in evaluating any investments and update signature cards at bank. 2) Keep and maintain the financial documents 3) Forward bills to accountant for processing; get them signed when ready for mailing 4) Interact with accountants in regard to collection of dues, payment of bills, preparation of taxes and audits 5) Ensure that any financial correspondence is done in a timely manner 6) Review financials prepared by accountants and present to the Board 7) Maintain office files for financials and owners 8) Review budget prepared by Budget and Finance Committee 9) Sign checks if president or secretary are not available 10) Tax Deadline - Associations must file federal taxes within 75 days of the end of their fiscal year. March 15 is the deadline if your association s fiscal year ended Dec. 31, 2014. For more information about filing federal taxes, including deadlines, forms and how to contact the Internal Revenue Service, visit www.irs.gov/uac/form-1120-h,-u.s.- Income-Tax-Return-for-Homeowners-Associations. Assistant Treasurer Assistant Treasurer s responsibilities are in By-Laws, page 12, 4.7.B. Parliamentarian Swatara Village Property Association s Board of Directors follow The Modern Rules of Order as approved in the association s documents in April, 2014. This position does not require a professional but a member of the association, in good standing, who is willing to be familiar with the association s documents and The Modern Rules of Order. This position is considered an officer of the association but this officer has no say in any proceedings and has no voting rights. Parliamentary Procedure is a set of rules that helps people work together in groups efficiently. It a) speeds up meetings, b) maintains order, c) ensures equality for all members and, d) ensures the legal status of our meetings according to the laws of Pennsylvania and SVPOA documents.
The duties of a parliamentarian are: 1) effective meeting management, 2) along with other board members receives and reviews agenda before the meeting, 3) advises the president during the meeting as needed, 4) makes sure the organization s rules are followed. The role of the parliamentarian at a meeting is to be a resource to the chair, to assist the chair in the conduct of the meeting. The parliamentarian sits adjacent to the chair and unobtrusively gives the chair help, guidance and support during the meeting. The chair can and should consult with the parliamentarian when not certain on how to rule on a question or proceed in the circumstances. Directors The directors for Swatara Village are one of seven members as stated in the By Laws Article III and shall act under the powers as stated in By Laws Article III, 3.2 The duties of a director are: a) To give their knowledge on whatever subject the board is discussing. They also should try and guide the board to consider both the pros and cons on any subject discussed and to see that the board works as a unit and to listen to the concerns of the people they represent. b) The directors shall assist the officers of the board in their duties as directed/requested by the president and vice president of the board and assume specific duties as may from time to time be needed as directed/requested by the president/vice president. All Resolutions will be kept in a separate book titled Resolutions of the Board of Directors. They are titled by the year, month and day of approval (i.e. 2014-10-16).