Board Meeting Minutes: 27 September

2274 8PM

Board Members in Attendance:
– Elliot Wild, President
– Genelle McDonald, Vice President
– Kerry Wingell, Director
– Matt Keally, Secretary
– Easton Warner, Treasurer

Also in Attendance:
– Ami Pape, Cluster Attorney
– Sarah Keally, 2233
– Karen Reese, 2207

The board voted 4-0 to approve the minutes from the August meeting.

Document Retention
After being asked by the board, Ms. Pape stated that the board should retain documents for seven years: five years for the Virginia real estate statute of limitations plus an additional two years to cover discovery.

Proposed Bylaws
Ami Pape, the cluster lawyer was present to explain the proposed bylaws. The board voted 4-0 to accept the changes, to include electronic absentee voting. The board also confirmed that the proposed changes would be voted upon by the members at the annual meeting and that explanations of the proposed changes would be mailed out prior to the vote. According to Easton, roughly 25 members would be needed to hold the vote. Ms. Pape stated she would be at the annual meeting. Elliot will call RCC to reserve a room for the annual meeting and ask about allowing food.

Proposed Bylaws: Liability
Based on Wheelwright’s incorporation status, Ms. Pape added a liability clause to the proposed bylaws to protect the directors from being sued directly. The board discussed the Cluster insurance policy, which Ms. Pape agreed to review to ensure it adequately provided directors and officers insurance, common area liability, and protection for criminal acts conducted by any board members. The board voted 4-0 to provide insurance information to Ms. Pape for further review.

Proposed Bylaws: Late Fees
Ms. Pape explained the change to a section on late fees in the bylaws amendments. The late fee amount will be set by the board to avoid the default five percent set under state law. Interest must also be specified in the bylaws and is set to 12 percent in comparison with the Virginia code default of six percent. Ms. Pape also suggested to publish the cluster dues as an annual fee rather than monthly or quarterly as it will be easier to collect late assessments via court order.

Proposed Bylaws: Director Removal
Ms. Pape discussed the reasoning for the changes to removing directors. She stated it was not uncommon for board members to never attend a single meeting, hence the ability to remove directors after three consecutive meetings. In all cases other than the supermajority vote for removal, a hearing must precede a vote to remove the offending board member.

Proposed Bylaws: Remote Participation and Absentee Voting
Ms. Pape explained the proposed changes for electronic participation and absentee voting. The cluster must allow remote participation to align with state law. The board suggested that absentee voting should be conducted via any specified electronic rather than just email.

New Virginia laws affecting HOAs
Ms. Pape explained that recent changes to Virginia law required action from the cluster. She would report back to the board as to exactly what those changes meant. One change requires additional information to be provided to new homeowners, such as six previous months of board meeting minutes.

Registered Agent
The board voted 4-0 to approve Ms. Pape to be the registered agent for Wheelwright Cluster. In the case of a lawsuit, this would reduce the likelihood of a process server being unable to reach board members.

Auditing and Taxes
Ms. Pape stated that no law required the cluster to perform an audit, however, she recommended that the board conduct an audit every two years. She also recommended that the cluster file its taxes as an HOA rather than a corporation.

Fall Cleanup
The fall cleanup will be held on September 30th at 10AM. Jessica ordered the dumpster and it will arrive prior to the cleanup. Items to address include trash, bench statining, planter box replacement, weed removal, bat house construction, and removal of Bill’s treadmill. The board voted 4-0 to purchase up to three bat houses from MOM’s Organic Market. The board authorized Karen to purchase up to $350 in food and drinks for the cookout.

Snow Removal
The cluster currently has no snow removal contract. This will be discussed at the next meeting.

Merrifield Walk-through
Merrifield will be at the cluster on October 6th at 10:30 AM to discuss tree replacement. The board voted 4-0 to authorize all cluster members who show up to form a committee and vote on the species and location of replacement trees, assuming these decisions would not incur any costs to the cluster. This decision will be final.

Forsythia Replacement
Kerry has been in contact with Tree60 regarding the replacement of his Forsythia.

Dues will be posted the first week of October.

Next Meeting
The next meeting will be held on Wednesday, October 25th at 8PM at 2233.