2023 Governing Document Change Considerations
During the Nov 5, 2022 annual meeting, a motion was made by a member from the floor to amend one of our Governing Documents (Bylaws), and multiple other Governing Document change suggestions were also put forth. Our POA attorney strongly suggested that before voting on Bylaw changes, we consolidate all desired changes, research/validate intended impacts, and give the entire community a chance to understand the proposed changes prior to voting. We had another member make an intervening motion to table the Bylaw change motion – this motion to table the Bylaw change motion carried by community vote (effectively, the change motion is still active, but temporarily paused).
IMPORTANT: Though the motion was tabled, the Board wants to honor the members’ intentions and feedback and bring forth the draft changes for us to consider and then vote on during a special meeting. We are nearly finished with a schedule for the process, which we will post to the website. You will also receive separate formal notification of a special members meeting once details/logistics of this meeting are finalized.
UPDATE (12/8/2022): Based on member feedback regarding dates for the Special Meeting, and to try to maximize in-person attendance, we have scheduled the meeting for Saturday, April 15, 2023. The meeting will be hybrid in nature - in-person attendance is preferred (we are working to secure a room at Wisp Resort), but a Zoom option will also be provided for those who cannot be there in person.
Below is a summary list of suggested changes that we heard and are committing to prepare for vote by community members (in addition to the vote already ongoing regarding recouping legal fees). If we missed anything that was put forth at the meeting, it was unintentional, please submit that via "Contact Us" area of the community website - use the "Document Changes Ideas" subject dropdown. Please know if you've submitted "full legal language", this has been captured for use when we vote. The summary list of considerations is as follows:
1. (Bylaws) New requirement for vendor contracts for services exceeding $2,000/year (some members suggested a $5,000 threshold - we'll work up a few options to discuss in the special meeting prior to voting)
2. (Bylaws) New requirement to obtain at least three (3) quotes for all contract work of over $2,000 in value
3. (Bylaws) New requirement for board member term limits
4. (Bylaws) Remove requirement for secret ballots to elect board members
There was also a request to consider a new requirement for board members to be POA members at the time of election. Because this would require a change to our Articles of Incorporation (not our Bylaws), this potential change would be managed and voted on as a separate process due to the complexity involved (see voting thresholds below).
Please note that there is already an in process online vote to amend our Declaration to enable the association to recover attorney expenses and court costs in the event a legal dispute arises and the Association prevails. That vote can be found here.
Our association is governed by a series of laws, Articles of Incorporation, Declaration of Covenants, Conditions, and Restrictions, and Bylaws - acting in a hierarchy. Please keep in mind that according to the Maryland Homeowners Association Act, each Governing Document has a different vote threshold for changes to be enacted. Below are the approval thresholds required for changes to be enacted:
·       Articles of Incorporation - 75% of total membership must vote to approve
·       Declaration of Covenants, Conditions, and Restrictions - 60% of total membership must vote to approve
·       Bylaws - majority vote at a members meeting
This short-term initiative is meant to address some immediate concerns of our members, it is not intended to be a complete rewrite of our governing documents, which would be a much larger, more time-consuming, and expensive process that we need time as a community to plan and budget for. However, we're always interested in hearing suggestions for improvements - you may always use the "Contact Us" area of the community website (use the "Document Changes Ideas" subject dropdown) and state the intent of what you'd like the community to consider changing. Should we, as a result of this short-term effort, receive other significant change suggestions, we would look at establishing a governing documents committee to help with that process.
If you have any questions, please submit via the "Contact Us" page on the community website and we'll respond as soon as possible.