UPDATED! Recommended Bylaws Changes for 2018

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Written by Anthony Morelli

On September 20, 2018

UPDATE:  Since the first post was published, two additional ballot initiatives have been approved for consideration by the membership, bringing the total number to 5.  Items #4 and #5 below are the additions.

At the 2018 Annual Meeting, in addition to the importance of selecting the next group of five directors to continue to move this community onward and upward, there are currently three recommended bylaws revisions for the membership to consider.  It is critically important that this community get out and vote or use your absentee ballots to not only select your community’s representatives, but consider and decide on the potential implementation of new provisions in the bylaws.

As required, Bylaws changes may only be enacted by a vote of the membership at the annual meeting. Below are the current recommendations for membership consideration by the Board of Directors of the Association. The items highlighted in bold and italics represent the addition or deletion within the respective section.

RECOMMENDATION #1:

ARTICLE X – MEETING OF MEMBERS, SECTION 7 – ABSENTEE BALLOTS

Current text: At all meetings of Members each Member may vote in person or by absentee ballot. All absentee ballots must be in writing, witnessed by two witnesses, and filed with the Secretary of the Association prior to the meeting.

Recommended Revision: At all meetings of Members each Member may vote in person or by absentee ballot. All absentee ballots must be in writing and filed with the Secretary of the Association prior to the meeting.

Explanation: An oversight occurred regarding this section during the revision recommendation of 2017 which ultimately eliminated in the Bylaws and Election PRP to eliminate the use of proxies and the requirements for two witnesses and witness signatures. The PRP change was approved and the other components were overwhelmingly approved at the 2017 Annual Meeting. This proposed revision is recommended to correct the oversight and to bring the governing documents in line with one another. NOTE: The requirement for two witnesses will still be in full force and effect for the 2018 Election and the revision will only become effective in future years if approved by the Membership at the Annual Meeting.


RECOMMENDATION #2:

ARTICLE VII – POWERS & DUTIES OF THE BOARD OF DIRECTORS, SECTION 1. – (NEW) F – ADMINISTRATIVE OFFICE

Current text: Section 1. POWERS

The Board of Directors shall have power to:

(a) Exercise for the Association all powers, duties, and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, the Declarations, and Deeds of Dedication.

(b) Either directly or through the Committees adopt and publish rules and regulations governing use of the Property and the personal conduct of the Members and their delegates and guests thereon, and to establish penalties for the infraction thereof.

(c) Declare the office of a member of the Board of Directors to be vacant in the event such Director shall be absent from three (3) consecutive regular meetings of the Board of Directors.

(d) Employ a manager and such other persons and agents as they deem necessary and prescribe their duties.

(e) Execute such easements, contracts, operating agreements, and maintenance agreements on behalf of the Association as the Board of Directors deems necessary or appropriate in connection with the operation of the Association.

Recommended Revision: All current text shall remain and the following section added…

(f) With exception only to an emergency situation necessitating relocation, shall ensure that the Administration’s Office Facilities shall be located within the Clubhouse unless other suitable arrangements are approved at a properly noticed special meeting of the members and by a vote of a majority of the eligible voting power of the Association present in person or represented by absentee ballot.

Explanation: As the issue of the location of the Administrative Office has been a popular one in the community and the Administrative Office is the heartbeat of the community operations and provides all membership services to the membership; all future considerations for Administrative Office operations locations should be a matter put to membership vote. NOTE: As consideration would exclusively be a budget-related matter, there is virtually no delay in a result as the budget approval cycle process now coincides almost completely seamlessly with the annual meeting.


RECOMMENDATION #3:

ARTICLE VII – POWERS & DUTIES OF THE BOARD OF DIRECTORS, SECTION 1. POWERS – (NEW) G – SPENDING CAP

Current Text: (Same as detailed above.)

Recommended Revision: All current text shall remain and the following section added…

(g) Approve spending on any individual capital improvement project which shall be capped at ten (10) percent of the overall annual budget, unless otherwise approved at a properly noticed special meeting of the members and by a vote of a majority of the eligible voting power of the Association present in person or represented by absentee ballot.

Explanation: Prudent stewardship of finances is necessary at all levels of association governance, as has been practiced with like restrictions on expenditures at the Administrative Staff and Manager levels. Such financial responsibility should similarly be brought to the Board of Directors level as an additional layer of financial protection for the membership of the Association. This cap figure represents a figure that will not unduly burden the regular business operations of the Association while also adding reasonable restrictions on the Board of Directors which do not currently exist.

NOTE1: As consideration would exclusively be a budget-related matter, there is virtually no delay in a result as the budget approval cycle process now coincides almost completely seamlessly with the annual meeting.

NOTE2: Should the prior proposed revision adding (f) to the bylaws fail and this one carry, it will then become (f) instead of (g).


RECOMMENDATION #4:

ARTICLE VI – NOMINATION AND ELECTION OF DIRECTORS, SECTION 1 – NOMINATION

Current text Nomination for election to the Board of Directors shall be made by a Nominating Committee. The Nominating Committee shall make at least as many nominations to the Board of Directors as there are vacancies. The Nominating Committee shall accept all eligible candidates for nomination. In addition, any person not so nominated who wishes to run for the Board and who has solicited the signatures of at least twenty-five (25) eligible voting Members shall be placed on the ballot by the Secretary as a matter of right, provided such request is submitted in writing to the Secretary at least forty-five (45) days prior to the election.

Recommended Revision Nomination for election to the Board of Directors shall be made by a Nominating Committee. The Nominating Committee shall make its best effort to have at least as many nominations to the Board of Directors as there are vacancies. The Nominating Committee shall accept all eligible candidates for nomination. In addition, any person not so nominated who wishes to run for the Board and who has solicited the signatures of at least twenty-five (25) eligible voting Members shall be placed on the ballot by the Secretary as a matter of right, provided such request is submitted in writing to the Secretary at least forty-five (45) days prior to the election.

ExplanationThis recommendation clarifies the responsibilities of the Nominating Committee to allow for the contingency that there may not be enough potential candidates to fill all open board seats. This removes the potential legal obligation for the committee to have enough candidates, per the Bylaws, as the number of available willing candidates is completely out of the committee’s control..


RECOMMENDATION #5:

ARTICLE IX – COMMITTEES, SECTION 1(C) – NOMINATING COMMITTEE

Current textThe Nominating Committee shall be appointed by the Board of Directors no later than six (6) months prior to the annual meeting and shall serve until the close of the annual meeting.

Recommended Revision:  The Nominating Committee shall be appointed by the Board of Directors no later than six (6) months prior to the annual meeting and shall serve until a new nominating committee is formed.

ExplanationThis recommendation changes the term of the committee to provide continuity in case of election challenges or issues that arise after the election.



These recommendations shall be on the ballot at the 2018 Annual Meeting and Election. The Board of Directors appreciates your thoughtful consideration and respects your votes. See you all at the annual meeting in October 2018!

~Board of Directors

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