Series 1000 – Board Procedures

Title
1005 – Key Functions of the Board
1010 – Duties of Individual Board Members
1015 – Vacancies
1020 – Annual Organizational Meeting
1030 – Committees
1040 – Administrative Procedures
1210 – Meetings, Order of Business and Quorum
1240 – Audience Participation
1310 – Minutes
1410 – Executive or Closed Sessions
1510 – Conflicts Of Interest

Policy 1005
Adoption: May 21, 2011

Key Functions of the Board

Acting on behalf of the Homeowners in the Pleasant View community, the Board of Directors will fulfill the following functions:

Vision: The Board, with participation by the community, shall envision the future of the community and formulate goals, define outcomes and set the course for the Pleasant View Homeowners Association. This will be done with a commitment to excellence and equity for all homeowners.

Structure: To achieve the vision, the Board will establish a structure which reflects local circumstances and creates an environment that encourages communications through a sound organizational framework. This includes developing and approving policies, formulating a budget, setting short and long term goals; and nurturing a climate of continuous improvement.

Accountability: The Board accountability to the community will include adopting a system of assessment of progress towards goals. The public will be kept informed about programs and progress.

Advocacy: The Board shall work to advance the Homeowners vision for the community; encourage progress and energize change.

Policy 1010
Adoption: May 21, 2011

Duties of Individual Board Members

The authority of individual Board members is limited to participating in actions taken by the Board as a whole when legally in session.

The Board shall not be bound in any way by any action taken or statement made by any individual Board member except when such statement or action is pursuant to specific instructions and official action taken by the Board.

Each Board member shall review the agenda and any study materials distributed prior to the meeting and be prepared to participate in the discussion and decision-making for each agenda item.

Each member is obligated to attend Board meetings regularly. Whenever possible, each director shall give advance notice to the chairperson of his/her inability to attend a Board meeting. A majority of the Board may excuse a director’s absence from a meeting if requested to do so.

The Board may declare a member’s position vacant after four consecutive unexcused absences from regular Board meetings.

Policy 1015
Adoption: May 21, 2011

Vacancies

In case of a vacancy from any cause on the Board of Directors a majority of the legally established number of Board members shall fill such vacancy by appointment.

Appointees to fill vacancies on the Board shall meet the requirements provided in Association By-Laws and shall serve until the next regular election, at which time a successor shall be elected for the unexpired term.

If a vacancy will be created by a Board member who has submitted a resignation, that member may not vote on the selection of his or her replacement.

Policy 1020
Adoption: May 21, 2011

Annual Organizational Meeting

At the first regular meeting in November, the Board shall elect from among its members a chairperson and vice-chairperson, secretary, and treasurer to serve a one-year term. Officers shall not be elected following the appointment of a director to fill a vacancy on the Board unless a majority of the Board is appointed.

If a Board member is unable to continue to serve as an officer, a replacement shall be elected immediately.

The normal order of business shall be modified for the annual organizational meeting by considering the following matters after the approval of the minutes of the previous meeting:

1. Welcome and introduction of newly-elected Board members by the chairperson.
2. Call for nominations for chairperson to serve during the ensuing year.
3. Election of a chairperson (roll call vote).
4. Assumption of office by the new chairperson.
5. Individual Call for nominations for vice chairperson, secretary and treasurer to serve during the ensuing year.
6. Individual Election of remaining officers (roll call vote).

Policy 1030
Adoption: May 21, 2011

Committees

Committees of the Board may be created by a majority of the Board and shall function in an advisory capacity. Recommendations out of committee require action by the Board. The chairperson shall appoint Board members to serve on such committees, the purpose and terms of which shall be determined by a majority vote of the Board. Committee members shall meet the requirements provided in Association By-Laws. No more than three (3) board members may serve on any one committee.

Policy 1040
Adoption: May 21, 2011

Administrative Procedures

The Board of Directors may develop such administrative procedures as are necessary to ensure consistent implementation of the By-Laws.

Proposed new procedures and proposed changes in existing procedures shall be presented in writing for reading and discussion.

Unless it is deemed by the Board that immediate action would be in the best interests of the Association, the final vote for adoption shall take place not earlier than the next succeeding regular or special Board meeting. Any written statement by any person relative to a proposed procedure or amendment should be directed to the Board secretary prior to the second reading. The Board may invite oral statements from homeowners as an order of business.

Policy 1210
Adoption: May 21, 2011

Meetings, Order of Business and Quorum

Regular Meetings: Regular meetings shall be held at 6:00 p.m. on the third Monday of each month in the Conference Room at Glengarra Place or at other times and places as determined by the presiding officer or by majority vote of the Board.

A regular meeting does not require public notice if held at the time and place provided for in these procedures.

Agenda

The Board Chairperson shall be responsible for preparing the agenda for each meeting. Copies of the agenda, minutes of the previous meeting and relevant supplementary information will be delivered to each Board member at least five (5) days in advance of the meeting.

Agenda items may be re-arrange by the Board to accommodate Homeowners and/or Board members. Any re-arranging will normally be done at the start of the meeting at the request of a Board member.

Quorum

A majority (5) of the Board shall constitute a quorum for the transaction of all business.

Policy 1240
Adoption: May 21, 2011

Audience Participation

The Board recognizes the value of homeowner comments on issues and the importance of involving Pleasant View Homeowners in its meetings. In order to permit fair and orderly expression of such comment, the Board will provide a period during the meeting in which visitors may make formal presentations. If possible, such presentations should be scheduled in advance.

Individual homeowners wishing to be heard by the Board shall first be recognized by the Chairperson.

Individuals, after identifying themselves, will proceed to make comments as briefly as the subject permits. (Possible 3 minute time limit for large crowds).

Any representative of a firm eligible to bid on materials or services solicited by the Board shall also be entitled to express an opinion.

The Chairperson may interrupt or terminate an individual’s statement when it is too lengthy, personally directed, abusive, obscene or irrelevant.

Policy 1310
Adoption: May 21, 2011

Minutes

The Secretary shall record the minutes of all Board meetings. Minutes become official after approval by the Board and shall be retained as a permanent record of the association.

When issues are discussed that may require detailed record the Board may direct the secretary to record the discussion verbatim. Verbatim records of a meeting shall be destroyed after the minutes have been approved.

Minutes shall be comprehensive and shall show:

1. The date, time and place of the meeting.
2. The presiding officer.
3. Members in attendance.
4. Items discussed during the meeting and the results of any voting that may have occurred.
5. Time of adjournment.

Unofficial minutes shall be delivered to Board members in advance of the next regularly scheduled meeting of the Board and shall also be available to other interested members.

Minutes need not be read publicly, provided members have had an opportunity to review them before adoption.

A file of permanent minutes of all Board meetings will be maintained in the office of the Secretary to be made available for inspection upon the request of any interested members.

Policy 1410
Adoption: May 21, 2011

Executive or Closed Sessions

Before convening in executive session, the chairperson shall publicly announce the general purpose for excluding the public from the meeting place and the time when the executive session will be concluded. The executive session may be extended to a stated later time by announcement of the chairperson.

An executive session may be conducted for one or more of the following purposes:

1. To consider the selection of a site or the acquisition of real estate by lease or purchase when public knowledge regarding such consideration would cause a likelihood of increased price;

2. To consider the minimum price at which real estate will be offered for sale or lease when public knowledge regarding such consideration would cause a likelihood of decreased price; however, the final action of selling or leasing public property shall be taken in a meeting open to the public;

3. To review negotiations on the performance of bid contracts when public knowledge regarding such consideration would cause a likelihood of increased costs;

4. To receive and evaluate complaints or charges brought against a director or staff member;

5. To evaluate the qualifications of an applicant for employment or to review the performance of a staff member; however, discussion of salaries, wages, and other conditions of employment to be generally applied within the Association shall occur in a meeting open to the public, and when the Board elects to take the final action of hiring, setting the salary of an individual staff member or class of staff members, or discharging or disciplining an employee, that action shall be taken in an open meeting;

6. To evaluate the qualifications of a candidate for appointment to the Board; however, any interview of such candidate and final action appointing a candidate to the Board shall be in a meeting open to the public; or

7. To discuss with legal counsel representing the Association matters relating to enforcement actions, or to discuss with legal counsel representing litigation or potential litigation to which the Association, the Board, or a member acting in an official capacity is, or is likely to become, a party, when public knowledge regarding the discussion is likely to result in an adverse legal or financial consequence to the Association.

Policy 1510
Adoption: May 21, 2011

Conflicts Of Interest

Individual Directors shall not have any pecuniary interest, directly or indirectly, in any contract, purchase of materials or activity paid for from association funds. An individual director may be designated as treasurer and/or purchasing agent at the prevailing hourly wage.

Prior to approval of the employment of a Director, or his or her spouse or dependent, the Board of directors shall be advised of the number of other individuals who are qualified for and interested in the position(s) to be filled.

Whenever a Director, or his or her spouse or dependent is employed by the association, the Director shall refrain from participating in or attempting to influence any Board action affecting the employment status of the director, spouse or dependent.