Transition Board Meeting Notes
Thursday, January 17, 2008
3:00 pm
Present: Larry Winslow, Nick Picerno, Sid and Sandy Newman, Chuck and Dorrie Kayser, Pete Dotto, Jean Scott, Roger Gibbons, Roger and Maren Anderson, Craig McNeill, Tom Carr, Cristy Hunt
o There were questions about the budget for the roads. It was explained that the amount was based on history of what it has cost to maintain the roads.
o Another question was regarding money allowed for bridle trail maintenance. This item is not the responsibility of the HOA.
o He feels it is important to communicate with our property owners by sending a special newsletter out in February. This newsletter will give a 2007 review and list what’s planned for 2008. The developers have the best intentions of following their schedule of construction of 2008-2010 but realize that dates can be held up due to county government and also due to sales. The clubhouse construction is set to begin in April 2008. Plans for this may be finalized with the Amenities committee at their next meeting.
o Tom reported that prior to the HOA taking over in October, it’s up to the developers to set up the Bylaws, Articles of Incorporation, and to appoint at board. Once this is done, then there will be a process for the HOA to have an election to elect the new Board of Directors.
o There was a question concerning when the HOA’s attorney would begin and where would the funding from? Tom answered that once the HOA is formed then they can hire their attorney. Until then, the developers have given money to the Transition Board to research the attorney and can give more when it is needed.
o Larry suggested that by mid summer when the bylaws, etc. have been adjusted by developers, then have the HOA attorney review the documents, and at that time, the developers will help pay for that attorneys work.
o There was a concern that the developers have the legal ball in their court. What legal representation does HOA have if they choose to argue developer?
o Tom answered that most developers turn the community over to the HOA without any prior group efforts such as the committees we’ve formed. This will hopefully help reduce the legal issues other HOA’s have experienced.
o The key is to be satisfied with Articles of Incorporation and Bylaws because it will be difficult to change them after the election.
o Larry reemphasized that we need to have the board review Articles and Bylaws, make necessary changes, then give back to Tom before spending money for HOA attorney to review.
o To avoid problems, to please be specific about concerns so that we can work through them.
o The question was asked what do we go through to legalize the transition?
o Craig answered that we meet the State’s criteria for forming a non-profit organization.
o Tom also wanted to confirm with the board that it was ok to hand out the documents on manure management to prospects.
o The list is detailed, and Larry would like input to be emailed to him specifically regarding Articles & Bylaws and committee succession.
o Also that developer would need to approve the 2009 budget and operating plan. It was mentioned that 67% of the community would have to approve the budget.
o The covenants overrule the bylaws. If a discrepancy comes up, the covenants rule.
o Will the Vice chair take over the chair’s place?
o How many board members would there be? Can or will the committee chairs be the board members?
o We also need to consider term length
o Tom suggested we keep the number of committees small
o Chuck mentioned how the Regulatory committee has an overload of work.
o Tom answered that the committees had done a lot of hard work and that it was fair to give an end date to their term.
o It was suggested we have a meeting to discuss committee succession.
7. Chuck and Dorrie gave a brief report from the Regulatory Committee
o Independent legal counsel was presented with fourteen question blocks compiled from various committees and committee chairs. The attorney’s answers were presented to the Transition Board Chairman for review and direction. The attorney would need additional funds to do a thorough review of all our governing documents. He estimated that it would take 5 or more hours for a fee of approximately $1250.00.
o The ARB would like to officially begin implementing the new ARB procedures, including the application forms and fee schedule.
o The Regulatory Committee is still getting complaints about horses off the bridle trail and unaccompanied guests using the trails. At the last Transition Board meeting this issue was addressed and the Transition Board agreed that the covenants should be enforced.