Attendance
Board Members
Present: Scott Webber, Jim McCann, Don Austin, David Decker, Ray Garber
Joe Nicoloff and Gary Kluckman
Quorum Present: Yes
Others Present
Holishor Members Present 7
Glenn Dalton and Kellie Crider from Holishor Office
Proceedings
Meeting called to order at 7:30 PM
Pledge of Allegiance Recited
Scott Webber: There was an Executive Meeting before the Board Meeting to discuss legal.
Minutes of February 23, 2011
Action: Ray Garber motions to approve, Gary Kluckman seconds
Motion carries
Bills & Salaries
Action: Jim McCann motions to approve, David Decker seconds
Motion Carries
Profit Loss Budget
Given by David Decker
Transfers of Property
Action: Ray Garber motions to approve, Joe Nicoloff seconds
Motion Carries
Manager’s Report
Given by Glenn Dalton
Security Report
Given by Glenn Dalton
Treasury Report
Given by David Decker
Action: Joe Nicoloff motions to approve, Don Austin seconds
Motion Carries
Old Business
Valley Change Order 319
Scott Webber: On the North Property the excessive moisture has made hauling dirt next to impossible, Valley Contractors is requesting and extension on their work order to be completed by August 30, 2011.
Action: Jim McCann motions to accept the change order request contingent that Valley put in writing that Holiday Shore will not be charged the $2,600 that Valley is paying the farmer for crop loss, Joe Nicoloff seconds
Motion Carries
Scott Webber: We do not have the Attorney approved Covenants back yet. The Attorney’s opinion on SB3180 is that it is unconstitutional. We are continuing to move forward with the Covenant changes.
Jim McCann: The other members of ILAC have requested a copy of our Attorneys’ opinion, they shared theirs and do we intend to share ours?
Conversation Ensues
Action: To be discussed further before a decision is made.
New Business
- Voting Method for the Covenants
Scott Webber: What we have discussed is, the President establishes voting methods outside of bylaw votes. What I am proposing is three things; a Mail-in-Vote, an In-Person-Vote and a Proxy-Vote. The Proxy will be specific to the covenant vote only and will clearly state what the Board vote is. This is strictly for the Covenants. You will only be voting your proxy to the Board of Directors. At the Annual meeting the intent is to go over the covenant changes and open the vote at the end of the meeting. If 200 people agree with us that these covenant changes need to be made and I have their proxy form that is 200 less covenant packets that we have to send out. The people who do not use a Proxy then will get a mail in vote later on.
Conversation Ensues
Action: Jim McCann motions that, for the covenant vote we allow voting by Proxy, By Mail and in person with the details to be determined as we move through these procedures, David Decker seconds.
Motion Carries
- Annual Meeting Bylaw Changes
Scott Webber: Because of SB3180 we also had to take a serious look at our Bylaws and we determined we needed to make some changes to four of them. I would like to thank the Bylaws committee for reviewing these. The changes are relative simple.
--Bylaw Article III
Scott Webber: Article III, Membership, Section B. Where it mentions Rental we added “Or Leased”
Action: Jim McCann motions to approve the Bylaw Change Article B Section 1 Item B as written to go on the Annual Meeting Agenda and voted on at the Annual Meeting. Don Austin seconds
Motion Carries
--Bylaw Article IV
Scott Webber: Article IV, (Dues, assessments, fees, liens & Interest.) Two changes to this one, we made sure the terms membership is consistent through out the bylaw, we added one section under Selling Property, we added “and the initiation fee” after Members to pay $50.00 dues.
Action: Jim McCann motions to approve Bylaw change for Article 4 section 3, 4 and 7 to be added to the agenda of the Annual Meeting Agenda and voted on at the Annual Meeting, Joe Nicoloff seconds
Motion Carries
--Bylaw Article VI
Scott Webber: Section 7, Manner of Voting, under “B” Methods of Voting. Added paragraph about Proxies; This ties into Section 4 which allows Proxies to be counted in the quorum of an Annual Meeting.
Conversation Ensues
Scott Webber: Under Section 4, “Quorum at Meetings, change the wording to say “Including Proxies entitled to vote”
Conversation Ensues
Scott Webber: This is an Association issued Proxy. You cannot send in a note saying that someone else has the right to vote for you.
Ray Garber: This almost sounds like an absentee ballot.
David Decker: No, because with an absentee ballot you can vote it before hand, with this Proxy you have to be at the meeting and have the opportunity to listen to the discussions
Gerry Theodora 1346: There is a down side to proxies that could put a bunch of votes in a few people’s hands, not that I am against proxies but I just wanted to point it out.
Action: Jim McCann motions that we add Article 6 Section 4 & 7 with the changes to the Annual Meeting Agenda and voted on at the Annual Meeting, Don Austin seconds.
Motion Carries
David Decker & Jim McCann: All Rationales on these changes need to be reviewed again and clarified.
Scott Webber: Yes and all the changes to the Bylaws need to be in bold face type.
--Bylaw Article VII
Scott Webber: Under Amendments to Bylaws we added a new Section 1 that came directly from SB3180.
SECTION -- Recording of Community Instruments
“The administration of every property shall be governed by the declaration and bylaws, which may either be embodied in the declaration or in a separate instrument, a true copy of which shall be appended to and recorded with the declaration. No modification or amendment of the declaration or bylaws shall be valid unless the same is set forth in an amendment thereof and such amendments are duly recorded. An amendment of the declaration or bylaws shall be deemed effective upon recordation, unless the amendment sets forth a different effective date.”
Amendments to community instruments authorized to be recorded shall be executed and recorded by the president of the board or such other officer authorized by the common interest community association or the declaration
Scott Webber: We also added a line to the end of SECTION 2 which says;
“The new Bylaw shall be in full force and effective upon recordation as stipulated in Section 1 above.”
Scott Webber: SB3180 requires that all community instruments must be recorded. Up to this point in time only the Covenants have be recorded and we feel that we need to record the bylaws so that it ties the two together.
Jim McCann: Also the Rules. It says Community Instruments and by definition Community Instruments are the Covenants, Bylaws and Rules.
Roger Groth 1027: Jim is right on point. This is a discussion for the board. The committee didn’t put Rules in there but, you should consider if you want to record your Rules. Rules are fluid, they change throughout the year, and do you want to be recording them all the time? The Bylaw language suggests that there will be a definitions page to the covenants, you don’t have to define instruments to include Rules but, if you do, you need to record them or change the wording on the bylaw.
Conversation Ensues
Action: Tabled until the next meeting
- Proposed Assessment Increase for 2012
David Decker: Tonight you were given a proposed budget that is based on an assessment increase of $100. Being an individual that doesn’t like to do things like this but, based upon what I see there are some items causing this increase.
Our property insurance went up this year; there is a significant increase planned for next year and the year after that. There is a significant increase planned for funding the reserves. I apologize that I don’t have a detail for the dollar amount but, one of the biggest items is the morning glory repair. We currently have no reserves set up to repair it in the future. While it has a decent life span there is a cost associated with the future. The whole idea of reserves is to prepare for capital expenses before they come. When most people go to buy a new car, they do not save up for it, they get a loan. This Board and many other Boards are loan adverse; we prefer to prepare for those expenses in advance so we set money aside for those expenses to help this Association prosper. It is a tax advantage to do that now as opposed to paying the interest on it at the end. One of the strongest financial aspects of this association is our reserves. Another item that we currently do not have reserve funds is the Parking lot. We are going to have some repairs that will have to be done and they will come up quicker than the Morning Glory so we are going to have to start reserving for that. In addition the basin at the North end that we just dug out. We currently do not have reserve funds for that. We did that dig out with Grant money. While we can certainly apply for grant money, there is no guarantee that we will get it in the future, we need to prepare to have that money to do that work ahead of time. So what that does is bump our current contribution from $49,000 to $80,000.
The other significant item is roads; we continue to balance the budget by our road account, when the association starts having money flow issues it is the roads that pay the price. The roads continue to take a beating with the weather; the proposed road plan for this year was $115,000 which we do not have the money for. This proposed budget for year 2012 is bumping the road budget from $81,000 to $123,000. Those are the most significant items.
Scott Webber: For the last two Annual Meetings we have talked about it, and warned the membership that this was coming, the grants that we have received. How much did that help us this past year?
David Decker: Without the grants we received we would not have been able to do what we did. The DCEO allowed us to repair the morning glory and take the money we reserved for it and utilized it for the North property silt avoidance along with 319 grant money. In addition it allowed us to rip rap the dam, on the out lots, culvert repairs have all been folded into the monies from the Grant as well as some of the payroll. Some of our current positions is the time spent on particular efforts are being charged to the Grant. Our budget for this year is going to be a challenge to live with.
Conversation Ensues
David Decker: I would like to thank Ray Garber, the office staff and the finance committee for their efforts on this budget.
Conversation Ensues
Scott Webber: What things are we seeing that have an impact to the income side?
Jim McCann: Over the last several years we have seen a decrease in building fees and a decrease in closings
Scott Webber: What will happen if we don’t see an assessment increase?
David Decker: Well the funding for everything will be reduced, the insurance has to be paid so there is no choice, and the road will decrease significantly. Sticking to those high level items, the other option you have is reducing staff, reducing public safety,
Scott Webber: I throw this out because it is a concern of mine; I have seen other associations on a fee based structure. My concern is, while I like and trust you guys I don’t trust the guys next year and if you give the board access to a fee based community where as the assessment increase is at least voted on and approved.
David Decker: Alternative sources of income have been mentioned on more than one occasion. One is to start charging fees for things that currently do not have one associated with them. Some examples put before us is charges for boat stickers, boats on the lake, we have seen fees as high as $50 up to hundreds of dollars. Is that an option? Yes, but not one that I am fond of.
Conversation Ensues
Action: David Decker motions to submit to the membership a $100 assessment increase at the 2011 annual meeting, effective January 1, 2012 for consideration, Joe Nicoloff seconds
Motion carries
Action: David Decker motions to write off $1,112 as submitted by the office, Joe Nicoloff seconds.
Motion Carries
Don Austin motions to adjourn, Gary Kluckman seconds
Meeting Adjourns at 9:30pm
Minutes submitted by Don Austin Board Secretary and Kellie Crider
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