MINUTES
Meeting of the Falls Run Community Association Board of Directors
Ad Hoc Committee on revision of FR Bylaws
Date: 29 July 2008
Members Present: Jack Mounts, Harriett Schrader, Toni Brown
Board Members in attendance: Jake Bernard, Don Horan, Chuck Strub
General Discussion:
a: Don Horan started the general discussion by asking if the expected revisions are worth the estimated $800 to $1000 to print and distribute them to all residents. He also noted that the recently revised assessment delinquency policy which would be a major item in the revisions remains an untested policy.
b: Jack Mounts stated that we are working with the original generic Del Webb approach to the By-Laws. He specifically noted the following areas of concern:
1/ The Election Policy contained in the policy letter does not match the By-Laws.
2/ There is an issue with the installation of directors. Does their term start with the annual meeting?
3/ Do partial terms served by directors count as a full term?
4/ What do we do if we do not have 7 residents available to serve on the Board? The Articles of Incorporation require seven. It was immediately pointed out that the Board can change the Articles of Incorporation.
5/ Nothing requires that information be submitted to the Board to ensure that Falls Run remains in compliance with the 80/20 rule.
c: Harriet Schrader indicated that a major effort had been made to take generic items and make them specific to the circumstances here at Falls Run.
d: Toni Brown noted that she had wanted to check all governing documents for consistency with each other.
e: Don Horan clarified that the new assessment delinquency policy is not significantly different from the old policy. His concern is with the implementation of the policy by Armstrong Management. He noted that Koger Management could not properly implement the policy and wondered if Armstrong would be able to do so.
f: Jake Bernard expressed the view that we should not duplicate material found in other documents such as the C,C&Rs and Articles of Incorporation.
g: Jack Mounts stated that the By-Laws pull together many things.
h: Jake Bernard noted that by trying to incorporate into the By-Laws things which are contained in other documents including State of Virginia statutes, we are setting up a situation where we are going to have to change the By-Laws whenever those other documents change.
i: Jack Mounts agreed that we are trying to be specific and could be less so. It was noted that some of these other documents could be incorporated by reference rather than by direct insertion.
j: Chuck Strub inquired about Director’s terms of office and the election of officers of the Board. After a general discussion, it was agreed that more explicit language was needed.
k: A general discussion about distribution of any revised By-Laws to all residents and the best method[s] to use then ensued. It was noted that copies would be maintained in the Community Center, one the Falls Run website and on Armstrong Connect. No firm decision concerning distribution was reached.
IV: The following items refer to paragraphs in the proposed By-Laws and Don Horan’s comments regarding their contents:
a: Paragraph 1.2: Add “Stafford County” to our address to clarify that we are not located within the City and County of Fredericksburg.
b: Paragraph 2.3: The date of the meeting was clarified.
c: Paragraph 2.8: Remove from “voting” to the end of the paragraph as not needed.
d: Paragraph 2.13: The Board discussed the question of whether the Board Secretary not personally taking the minutes of Board meetings is a violation. It was determined that use of a Recorder to perform the function of taking/preparing the minutes of Board meetings is permitted. It remains the Secretary’s responsibility to ensure that the minutes are prepared and posted, meetings are announced and other duties are carried out.
e: Paragraph 3.3: It was decided to delete “or nominations from the floor at any meeting” to ensure compliance with the published Election Policy.
f: Paragraph 3.5: Details of elections: Don Horan disagreed with the deletion of “may be by ballots” from the previous version. He feels this eliminates any other method of election and should remain to provide flexibility.
g: Paragraph 3.20: Don Horan and Jack Mounts noted that this paragraph attempted to merge covenant violations and assessment delinquency violations into one whole. Don believes that they should be separated due to the different resolution methods used to handle them. It was also noted that the By-Laws cannot be used to establish a valid property lien – this must be done through a legal process. After discussion, it was decided to keep paragraph 3.20 as the covenant violations paragraph and write a new paragraph 3.21 to cover assessment delinquency violations. Don Horan will prepare a draft of this new paragraph.
h: Paragraph 5.2: With the addition of paragraph 3.21 noted above, references contained in this paragraph will need to be updated. In addition, covenants and delinquency procedures must be separated throughout the document.
i: Paragraph 5.4: Don Horan believes that this entire paragraph is redundant and could be removed. After a short discussion, the Board agreed.
V: Final general discussion items: A short general discussion of the By-Laws and this meeting’s effort followed:
a: All agree that the proposed arrangement of the By-Laws was acceptable.
b: Chuck Strub and Toni Brown commented that the Board would need to keep in mind the possible impact of Virginia bill HB-516 and the guidance which might come from the State Board when it is formed and begins operation. The Board decided that any revisions to the By-Laws would not be finalized until after the impact of HB-516 is understood.
THOMAS J. WHALEN
Recorder