Roger Pence, Aleena Stephens-Tregarth, Dan Hickox and Peggy Rouse met at 5 pm to discuss allowing spouses and/or co-owners to serve on the Board of Directors simultaneously.
- The purpose for the discussion was because Vivien Pence, Roger’s spouse, would like to be more involved and she feels that serving on the Board would allow that to happen. However, it is stated in our Association Bylaws, Chapter 4, Board of Directors, 4.05 that “…owners of the same property may not serve as directors simultaneously.”
In order to change the Bylaws, we’re required to follow:
CHAPTER 11
AMENDMENTS
11.05 These Bylaws may be amended by the Association at a duly constituted meeting called for such purpose, but no amendment shall be effective unless approved by at least two-thirds (2/3) of the voting members present at the meeting or having voted by proxy and until such amendment has been certified by the President and Secretary of the Association.
Changing our governance usually involves the attorneys and their fees in order to assure that we’ve made no legal errors.
- Roger was asked if serving on a committee, possibly as chair, would be as fulfilling as serving on the Board. That led to the question of who can be a committee chair. It was generally believed that a committee chair must be a Board member, but after researching our governance, there is no evidence that this is so. It is at the Board’s discretion as to how the committees operate, including how the chairs are designated. Case in point, see the meeting minutes of 1-3-23 and the landscape committee report found on the website under 2022. The committee was allowed to choose their own chairperson.
Also, Rich Rouse reported to Peggy that he chaired an ad hoc committee with Pam Wilhelmson and Kareen Sturgeon in 2010 and that none of them were on the Board at that time.
- A question was raised as to whether a homeowner who rents out their property can give a proxy vote to their tenant. According to the Bylaws, Chapter 1, Definitions, 1.70, “Proxy means authorizing the Secretary to carry out the stated wishes of the voter. Proxy, as used in these bylaws, does NOT mean giving ones vote to another to use as that person wishes.” Therefore, the answer is ‘no.’
- Who calls for a Special Meeting? According to our Bylaws:
4.10 “… the directors shall be responsible…to call special meetings of the members as set forth in these bylaws;…”
4.30 “Special meetings of the Board of Directors may be called by the President on three (3) days’ notice to each director, given personally or by mail, telephone or email, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President in like manner and on like notice on the written request of any one (1) director.”
7.15 “The President may call a special meeting of the members at any time and shall do so upon request of two (2) Directors or upon a petition signed by ten percent (10%) of the members and having been duly presented to the Secretary. The notice of a special meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice.”
- The date of the July 2024 Board meeting conflicts with both Roger’s and Aleena’s schedules. It has been changed to July 18, 2024 at the Gallery Room, Michelbook Country Club starting at 6:30 pm.
The meeting ended at 6:30 pm.