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Governing Documents Draft Minutes of Meeting - 12/14/09
D. Covey, W. Buda, J, Murphy, J. Krasny, B. Pannone, D. Esposito, M. Gill.
1. Minutes of 11/19 meeting approved with modification adding J. Krasny as an excused absence.
2. Motion: That the Board defers any action on the Bylaw election rules until the Governing Documents Committee and the Election Committee has had an opportunity to review the proposed change and make their recommendation to the Board Ð Passed ten for, 0 opposed.
(Secretary Note: this motion is moot as the Bylaw change proposed by the Board was passed by the membership. The Committee Chairman did recommend to the Board that the submission of the proposed amendment to the membership be deferred.)
3. Motion: The Committee should rescind its recommendation to the Board that the definition of voting member as contained in Article IV, section 2 of the Bylaws be changed. Motion passed 7 for, three opposed. Meeting adjourned.
Attending: S. Schaefer, D. Kiernan,
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Governing Documents Committee Draft Minutes of Meeting - 10/12/09
Attending: S. Schaefer, J. Barnes, J. Krasny,
D. Kiernan, M Gill, J. Murphy.
Excused: A. Shelko, W. Buda, D. Esposito.
1. Betty Sullivan has resigned from the Committee.
2. Motion: Three consecutive unexcused absences will result in the Committee recommending to the Board that the member be removed from the Committee. Motion passed unanimously.
3. Committee discussed Bylaw change to limit to $250 per lot the Board’s ability to make an annual new capital assessment without a vote of the membership. Committee agreed to defer any action and discuss at a future meeting.
4. Motion made to add to Bylaws a provision to allow a member sponsored Bylaw change to be presented to the membership at the time of the next general mailing by the POA (i.e., either billing or ballot) upon the submission of the written petition supporting the amendment signed by 15% of the members in good standing. Motion passed unanimously.
5. Discussion of term limits for Board: Committee agreed unanimously that term limits were unnecessary for both directors and officers.
6. Motion: Standing committees appointed by the Board should be limited to those committees specified by the Bylaws. Motion passed unanimously.
7. Motion: Modify Bylaws election rules to allow for write–in votes for director. Passed four in favor, two opposed.
8. Replacement of directors. Committee discussed whether to modify Bylaws which currently provide that a director appointed by the Board should serve the full remaining term of director that was replaced. Committee agreed unanimously that the Bylaws should not be changed.
9. Next meeting November 9, Joan Murphy is excused.
Meeting adjourned.
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Governing Documents Draft Minutes of Meeting - 11/19/09
Attending: S. Schaefer, J. Barnes,
D. Covey, B. Pannone, M. Gill, A. Shelko
Excused: J. Murphy, W. Buda,
D. Esposito, J. Krasny. 1. Minutes of October 12 meeting approved.
2. The Chairman noted that the Committee as originally formed by the Board of Directors had sixteen members and now, because of resignations had eleven members. The Chairman asked the Committee whether he should request the Board to appoint additional members. The consensus of the Committee was that as the Committee believes that it should be a volunteer committee rather than Board appointed, it was inappropriate to request that the Board appoint additional members to the Committee.
3. Chairman noted that there is presently no constraint on the Board’s ability to make an assessment for new capital. Motion Ð Recommend a Bylaw change to limit the annual new capital assessment to $250 unless approved by the membership by referendum or at a special or annual meeting. (See Bylaw Article IX, section 8, subsection c (1) for applicable language). All agree, no opposed.
4. A Shelko noted that the definition of voting member as contained in Article 1V, section 2, provides the POA with the latitude to designate the voting member where property is co-owned and a written designation of the voting member is not received from the co-owners. Motion made to change the default language of this section to make it clear that without the written designation otherwise of all the co-owners of a lot, the voting member shall be the first owner on the deed. (This is accomplished by removing the phrase “shall be free to” in the second sentence of this section.) All agreed, no opposed. The Committee also wishes to recommend to the Board that election material clearly specify that the voting member is the person to whom election is sent and that is the person who should sign the ballot envelope. (Secretary Note: at the December 14 meeting of the Committee this motion as rescinded). Meeting adjourned.
Excused absences for future meetings:
Jack Barnes-December through April,
Walt Buda-December through May, and
Stan Schaefer-January through March.
Governing Documents Committee Approved Minutes - July 13, 2009
Attending: M. Gill, S. Schaefer, J. Barnes,
J. Krasny, W. Buda, D. Esposito, D. Kiernan
Guest: John Barcarola
Minutes of June 8 accepted with the modification of the one topic for future consideration. Add the word raise to last item. The item should read: Consider a limitation on the percentage increase the Board can raise amenity fees.
John Barcarola asked the Committee to consider his proposal to modify Article 9 of the Bylaws.
With regard to surpluses; Committee agreed that a reserve should be created, to be funded only by any annual operating surplus, to be used to absorb any subsequent year operating deficit; such fund not to exceed $200 thousand.
Committee agreed to ratify the suggestion made by John Barcarola with regard to requiring Section 6 of Article 9 include a provision for “budget target range.”
Committee asked S. Schaefer to draft suggested language to amend the Article 9 provisions to reflect the two above changes.
Meeting adjourned.
Governing Documents Committee Approved Minutes - June 8, 2009
Attending: M. Gill, J. Murphy, W. Buda,
D. Esposito, A. Shelko, D. Kiernan, S. Schaefer
Acting Chairman S. Schaefer noted that
M. Urban, J. Esposito, and J. Locantro have resigned as members from the committee as they are unable to attend meetings.
The Committee agreed to request the Board remove Paul Como from the Committee as he has not responded to requests to attend meetings.
Committee agreed to have regular meetings on the second Monday of each month at 7PM at the POA.
Election of officers: Stanley Schaefer-Chairman; Art Shelko-Co-Chairman; Secretary-Committee desires that whoever acts as chairman of a meeting also acts as secretary.
Discussion of General Rule 12 – After discussion of this rule, motion passed to defer decision until Dick Covey could attend meeting and provide his opinion and insight as to the advisability of this rule.
Topics for future consideration – The following additions and modifications were suggested by attendees as being worthy of future consideration by the Committee. (The Committee reached no conclusion as to the merits of these suggestions.)
• Possible limitation on the amount of new capital assessment that might be imposed by the Board in any one year without separate majority member approval.
• Consider mechanism to allow membership the ability to include a Bylaw change on the ballot without prior Board approval.
• Consider changing the director replacement rule to have director who resigns or is recalled to be replaced by either special election or at the next regular election.
• Consider limitation of the Board’s ability to appoint committee members to only committees specified in the Bylaws.
• Consider term limits for Board members.
• Consider allowing write-in votes for the election of directors. Past practice of allowing write-in votes has created the inference that the Bylaws allow for write-in votes (Counsel has advised otherwise). To correct this inference, if write-in votes are not to be allowed, the Bylaws should specify only votes for candidates listed on the ballot will be counted.
• Review and clarification of the definition of “voting member.”
• Consider a limitation on the amount of a penalty that can be assessed by the Disciplinary Committee.
• Consider a limitation on the percentage increase the Board can raise amenity fees.
Meeting adjourned.
