February 19 2017 Quarterly Meeting

MHA

Quarterly Meeting

The purpose of Quarterly minutes is:

  • When the meeting is educational, to inform residents who didn’t attend of what took place.
  • To be a permanent record of actions, key statements, and decisions; but not a transcript, and not name residents or their lot numbers.

Minutes v2

5 PM

February 19, 2017

Unity Church, Boulder, Colorado

  • Present: Isabel Sanchez, President; Scott Goddard, Vice President; Curtine Metcalf, Secretary; Sunny Shaughnessy, Management Committee Chair; Race Cowgill, Zenith Management Consulting, Consultant; Kathy Lange, CPM; Jessica Miller, the MHA attorney.
  • Absent: Josh Holleb, Treasurer
  • Vacant position: None

16 people were in attendance at the meeting, not including those named above

Meeting started at 5:05 PM

The Board President opened the meeting.

The Board President read the following announcements

A. Meeting protocols

1. Race will be the meeting facilitator, and Jessica Miller, the MHA’s attorney, will be presenting legal information.

2. Any resident who has in the past presented ongoing behaviors at Quarterly meetings of hostility, bullying, or belittlement, who acts with hostility, bullying, or belittlement at this Quarterly, will be immediately expelled from the meeting by the Board

3. Floor motions, and agenda items requested in advance, will be entertained when the item deals with areas residents have authority over: electing and removing Board members, approving pre-qualified Bylaws changes, and suspending and terminating memberships (if delegated to do so by the Board). To be entertained, items must uphold MHA Bylaws, Colorado law, and the Board’s documented policies. Items that deal with other matters or that don’t qualify, as stated above, will not be entertained.

4. When it comes time for comments and questions, we will keep a queue of people who want to speak. When it is your turn to speak, you will be called on. Please refrain from speaking until it is your turn.

5. We will ask people to come back to the topic under discussion if needed

6. We will ask people to summarize their comments if they are wandering or taking too much time.

The Board President read a recap of the last Quarterly.

A. At the last Quarterly, we all concluded that we want a clean set of new bylaws from the attorney. These bylaws are nearly complete.

B. We all also concluded we want to do an interest-based approach to the bylaws, where rather than different residents say what the bylaws should and shouldn’t say, we will focus on the needs and interests we all have, and find a way to meet all of them.

C. We will begin by looking at the specific problems with our current bylaws.

The meeting facilitator read out the poster of “BOD Transparency: how the BOD is informing you.”

The MHA Attorney explained the problems with the current bylaws

General themes

  • The bylaws were put together 13 years ago, how it was hoped things would go, and now we know how it goes. Some things are working and some aren’t so well.
  • There is no quorum amount for votes by members. Quorum is needed so that a small group isn’t overturning the will of what the larger group wants.
  • The current bylaws authorize the Board AND the Management committee to make decisions for the Park. Two groups making the same decisions. CO law says it is the Board.
  • A resident asked if the BOD can delegate.
  • Attorney answered: Yes, but the bylaws are currently deciding this and not leaving it up to the Board to delegate.
  • So many parts of the current bylaws say “ensure” and “will do,” better to save this language for actions that are objective and very important, and can be black and white measured.
  • There shouldn’t be a lot of detail operationally. Also some ambiguity in the bylaws.
  • The current bylaws create classes of members/homeowners, regular homeowners/members and those who have been terminated or suspended, and this is in conflict with the Master Lands Lease. A resident can be terminated, and not be part of the MHA, not participating in democracy. This conflicts with Master Land Lease.
  • The bylaws don’t make clear what is the responsibility of BOD and membership.
  • It is difficult to change the bylaws — having to vote twice, at two separate meetings, is difficult. People don’t come to two meetings. Makes it hard to change the bylaws. Maybe address this through quorum, to name a minimum of people that have to be there to vote on the bylaws.
  • There is no legal protection in the bylaws for Board members.

The Attorney covered the following specific problems with the bylaws

  • Address of the MHA office is wrong. Make it flexible — “can change from time to time.”
  • Mission statement. Make it more in line with the master land lease. Some of the language is ambiguous.
  • Some of the language in the current bylaws is outdated. Get rid of it.
  • Improve the language about who a member is. It is ambiguous as is. It is mentioned in two sections, and In two different ways.
  • Membership privileges are broader than Colorado law says Example: Management Committee oversees day to day operations. Also, there is no limit on topics for motions brought by members, and this removes the Board authority by giving power to members that they shouldn’t have.
  • Resident asked, how do we remove Board members?
  • Attorney answer: have a motion to remove Board members, but not any motion on any topic. That is on the law, and the bylaws need to comply with the laws. Maintain resident’s power to elect BOD, but members not pick the contractor for the asphalt. As the organization was put together, it is Board centric organization, and members elect the Board. How to deal with how to remove Board members. Currently, the Bylaws says remove Board for cause, immediately. That is how to address how the Park is run, not through some other member motion.
  • Take out fees and dues from the bylaws. This is outdated and isn’t being used.
  • Suspension and termination. The provision for how much in advance notice needs to be given for a hearing is too short, and there is no way to reinstate a member who has been terminated. Terminated members are not members of the MHA but they are not evicted, and not represented by the Board. This means there are homeowners living in the Park who aren’t represented, and this isn’t in keeping with the Master Land Lease.
  • Death of the member is dealt with in the lot lease.
  • Resident: No one should be forced to be a member of the MHA.
    • Attorney: the Master Land Lease says the MHA is a democratically run community, can’t NOT be a members. It is the result of being a member of the community, and it has to be democratically run. You can’t be compelled to live here, you volunteered to live here. So you aren’t being compelled to join the MHA.
    • Board member: why NOT be a member? What is the problem with being a member? Also, you can’t enforce R&Rs if the person is not a member.
  • The MHA must hire a management company, this is in the master land lease, so that needs to be in the bylaws.
  • Meeting notices posting time is too short, and not make it only up to the secretary to post notice.
  • In the current bylaws, meeting notice can be given in person. It doesn’t say what has to be said.
  • The bylaws mention absentee ballots, and proxy, but say nothing further about them. This is confusing.
  • It says Roberts rules will be used, but they are too complex.
  • Board members qualifications adds unneeded qualifications.
  • BOD duties makes it sound like there are two boards — the Board and the Management committee.
  • Who does PM report to? Management Committee or BOD? It says both in different places.
  • Board terms, two years is too short, hard to get up to speed in that amount of time.
  • Duties of officers: mixing of what a Board member and officer is. You have equality as a Board, make decision as a group, and not designate a leader (as the bylaws says), no particular role has authority, the BOD as a whole does.
  • Removing Board members: the bylaws says remove for cause, but this is too restrictive. Just remove a Board member if a certain number of people vote for it. Don’t need to have a hearing, and not have cause.
  • Resident: how do we remove a board member?
    • Attorney answer: call a meeting or regular meeting to remove a Board member. You can also circulate a petition to have a meeting to remove them.
    • Resident: is a quorum needed to do that?
    • Attorney: yes, there needs to be a statement of quorum (and there isn’t).
  • Resident: can Board members remove Board members on their own?
  • Attorney answer: If the residents (members) elected the BOD member, BOD can’t remove; the power in that case belongs to the members. But if the Board appointed a BOD member temporarily, the BOD CAN remove them without members voting to do so.
  • The the bylaws say once a BOD is removed, then replace at the next meeting? Why wait until next meeting. Do it at the same meeting.
  • Not specify that the BOD meet every month.
  • Also, the Bylaws says president and VP make agenda, but all BOD create the agenda. It is troubling to allow only the president and VP to create agenda. Saying that the president and VP create the agenda is a very powerful thing. Share among BOD the preparing of the agenda.
  • Resident: I want more detail on the BOD agendas. Notices aren’t given far enough in advance, so that I can come to meetings when a topic I care about will be discussed.
  • BOD reply: Notices are posted a year ahead. We are within Colorado law. On the agenda, we list the reports that will be given and we don’t know until the last minute what the specific items will be. Residents can comment on items, but the Board decides. Commenting isn’t part of making the decision.
  • Resident: we elect people for specific Board positions It is nice to know that specific positions will be held by people we vote for that position.
  • Attorney answer: it is common for communities to elect the board, and then the board decide their roles among them. There should be defined roles, and let the board members pick their role once they know each other and see who is good at what roles. You still have designated positions, but the BOD decides who fills what. You don’t always know ahead of time what role someone is good in.
  • There isn’t protection for Board members.
    • Resident: This is why we have directors insurance.
    • Attorney answer: depending on the insurance policy, Board members would be responsible to pay the deductible, even one BOD member would, if they are the party named in the suit.

Governing Interests

The meeting facilitator explained the following about governing interests:

  • They are the needs, concerns, or desires behind positions.
  • A position might be, “The Board send out a newsletter every month,” while the interest behind it could be, “The Board inform residents about what is going on.
  • Positions can only be met one way, but a position can be met more than one way.
  • Residents have voiced the 13 interests, below.
  • All of the interests need to be met by each bylaw or policy or decision, as much as possible, not just one or two. Publishing residents’ rent amounts on the website would meet the interest of being transparent, but not meet the need of protecting private and confidential information.
  • The interests residents have voiced over the last three years:

1. Bylaws and policies be legally sound

2. Board fulfill its duties and not exceed its powers, and there be a remedy for poor Board performance

3. Board be transparent and inform residents

4. Decisions meet needs of residents (all residents, not just the complainers or those who come to meetings)

5. Residents elect those who govern

6. Be practical (time, people-resources, etc.)

7. Maintain private and confidential information

8. Minimize liability

9. Bylaws be enduring (no need to change frequently)

10. Allow BOD to govern effectively

11. Don’t state policy (too hard to change, makes bylaws too long/complex, etc.)

12. Be compatible with law and other governing documents rather than duplicate. (Master Land Lease, etc.)

13. Promote that the MHA be enduring and offer permanently affordable housing.

Interest #1. Be legally sound.

The Board president read the following statements about this interest:

  • For the last three years, the Board has made a big effort to listen to every complaint and suggestion from residents about the bylaws and Board policies, and to find out the legal requirements from Jessica and incorporate them. The Board did this regarding Board meeting notices and agendas and what they contain, how executive sessions are conducted, how residents participate in Board meetings, the correct legal relationship between the bylaws and rules and regulations, Board eligibility for office, residents’ rights, the role of the Board and the Management Committee, and many other specific issues that the Board sought and received Jessica’s opinion about, and incorporated it.
  • Almost everything that the Board learned, it wrote a policy that upholds what it was told is legally proper. Policies for notices, agendas, executive session, what decisions the Management Committee can make and what decisions it can’t, resident participation.
  • Documented processes follow all known statutes, such as how meeting notices are given, how meetings are run, inspection of books, etc. Almost every known statute has a documented process that upholds it.

The attorney said the following about policy:

  • Policies are the best way to do things, to uphold the law.
  • Make policies to do this, they are easy to change, not put policies in the bylaws.
  • Make a provision that says that the BOD has to behave how the BOD has described in its policies. Hold the BOD to how they have committed to work. Policies have more teeth that way. Include provision that says policies are part of the bylaws, enforceable.
  • Resident: how address input of residents?
  • Attorney’s reply: harder to do if everyone is giving input, like in a meeting.
  • Resident: the Board’s policies are now part of Rules and regs, but the rules and regs don’t make a distinction of what is relating to residents.
  • Board’s reply: this is nothing different. Policies that apply to residents, apply to residents. Those that don’t, don’t.
  • Resident: I am concerned about the inconstancy about how Rules and Regs are enforced.
  • Board reply: the BOD is really trying. We may not see a problem. Let us know. Also, residents can’t know if a violation is being addressed, because that is confidential and is between the resident and CPM. It is something we all have to do.
  • Resident: what is policy? vs. rules and regs, master land lease
  • Attorney reply: policy is an operational document, for things like grievance policy, confidentiality policy; not part of bylaws

Interest #2: Board fulfill its duties and not exceed its powers, and there be a remedy for poor Board performance

How the Board is meeting this interest, as stated by the attorney:

  • Grievance policy includes third party investigation of BOD performance. Also, BOD has covenants about confidentiality, fidelity.
  • if a Board member doesn’t follow covenants, BOD can correct action, and ask the BOD member to resign.
  • There is also a Board performance improvement plan, from outside
  • Also increase number of BOD members,, outsiders can help follow ethical guidelines and help steer the BOD.

Meeting ended at 7:01 p.m.

Note: All BOD minutes (BOD and Quarterly Meetings) are sent out with the BOD newsletter every month, to all residents, in both English and Spanish versions, along with the monthly newsletter.