Report on the 27-March-2019 HOA Board Meeting

First, a couple of notes:

  • Obviously, these aren’t the official minutes. Those are supposed to be provided by the Board a week or so after the meeting.
  • Confusingly, I maintain the HOA website, so I’m the one who posts the minutes when they’re available. I have no role in writing them, or even editing them; I just post whatever PDF the Board provides. In fact, I don’t author or even contribute to any of the documents on the web site, which is controlled entirely by the Board. If I did those things, I’d have a huge conflict-of -interest.

The Board sent out an email inviting HOA members to attend the Board meeting, and those who indicated they would received a Protocol for guests, with 12 rules, and the Agenda . You only get the Agenda after you’ve decided to attend, which, as someone pointed out at the meeting, makes no sense, since how would one know whether the topics would be of interest? The Board took note of that and might decide in the future to send the Agenda out along with the invitation.

Only two guests attended the last Board meeting, and only four this time, so it seems that very few HOA members want to attend. This is really unfortunate, because it sends a message to the Board that no one is watching what they do. Even at the HOA Annual Meeting last October, there were only 18 households in attendance, other than the Board and Committee chairs.

(This is why I’m opposed to voting on dues or anything else important at the Annual Meeting. There are 305 households, and 18 is not representative. In fact, the Bylaws and Articles require that dues be voted on by the membership as a whole, not at the Annual meeting, but this requirement is regularly ignored by the Board. I discussed this matter in an earlier post.)

The Protocol rules are, in my view, excessively controlling. The Board President, Cynthia Arey, spent the first few minutes going through them, and then immediately abandoned them. For example, two of the rules are:

3. The Chair will recognize you before you begin speaking. Please stand, be recognized by the Chair, introduce yourself and begin speaking.
4. Each recognized person will have up to two minutes to speak. After that, the Chair will recognize the next person.

Besides the Board, there were only four guests, plus Mike Dorsey, Chair of the Articles & Bylaws Committee. None of the guests stood or introduced themselves, so I have no idea whom they were. And one or two times one of them rambled on for way over two minutes. This was OK with me, but why go to such trouble to write, distribute, and orally review the rules if they’re to be ignored? Perhaps the idea is to invoke the rules only if a speaker needs to be controlled. I think the rules were primarily designed to control me, since I’m by far the most outspoken member at HOA meetings. However, they weren’t invoked in my case either, although I never spoke for more than two minutes at a time. (It’s not that I speak for too long, it’s that I say things that the Board doesn’t want to hear.)

My one comment during the comment period was that, since the comments were at the beginning of the meeting, but the topic I wanted to comment on was towards the end, it was hard to comment on something not yet presented. But, I said I thought I knew what the topic would be, and I was opposed to spending $17,000 in 2019 to revise the Bylaws and Articles of Incorporation and that I considered it to be a waste of money. Little did I know at the time how right I was; more later in this Report.

The Agenda has to be seen to be believed. Here’s an excerpt:

7:00-7:15      Discuss Meeting Protocol and Open Floor for Residents
7:15                  Call Meeting to Order & Approve the Agenda
7:16                 Acknowledgment of a Quorum
7:17-7:25      Revise or Approve Minutes 9/18/2018 Board Meeting

I was disappointed when the Acknowledgment of a Quorum didn’t take place at 7:16. In fact, it never happened at all. (It was obvious that all 5 Board members were present.)

Anyway, despite the Protocol and the over-the-top precision of the Agenda, the meeting actually flowed very comfortably. Board members and guests spoke freely, and to one another (despite the Protocol), and the meeting ended at 8:31, which is pretty darn good for a scheduled end time of 8:30. Cynthia took the trouble to walk around the room to show us various exhibits (e.g., the landscaping plan), which I appreciated.

The Treasurer, Gina Hyatt, presented the Treasurer’s report and the 2019 Budget, but there was very little discussion, except that Board Member David Smith remarked that the $17,000 item would require dipping into the reserves. He didn’t express this as an objection to spending the money, but just as an observation.

There’s $2000 in the Budget for Special Meetings. I have no idea what they are, as there is a separate item of $1500 for Board/Committee Meetings and $450 for the Annual Meeting. As I’ve pointed out to the Board many times, they can meet at Boulder Country Club for free (they did once, I think), and I think the smaller meetings could just be at someone’s home. There was no opportunity to go over the Budget at this meeting. Perhaps the Board did it at some other meeting, one that they didn’t announce or provide minutes for? There’s no way to know.

Various minor items were discussed by the Board:

  • The landscaping around the arch is being improved. Cynthia got multiple bids, and it seems that the cost is going to be a very reasonable $1800, although I’m not sure if that’s for the whole job or just the new path. The 2019 Budget has $5800 for Groundskeeping, but I don’t know if that includes the landscaping. Maybe it does, since there’s no “landscaping” line item. As I said, the Budget wasn’t explained.
  • Gina sent the directory off to the printer.
  • Cynthia wants to have “20 is Plenty” painted on the street in about 6 or so places. She got this idea from a Boulder City street painting program, which allows neighborhoods to put murals on the street. We’re in the County, not the City, and “20 is Plenty” isn’t a mural, but she’s going to pursue this. (I think it looks tacky and am opposed, but I didn’t express that opinion.)
  • They’re changing the website URL from gunbarrelgreen.com to GunbarrelGreenHOA.com. When I was asked about this a few months ago, I said that (1) changing the URL for what would be the third time makes it more difficult to remember what it is, and (2) for those who just use Google to get to a web site, if you Google “Gunbarrel Green” our website is the very first hit. Changing the URL will cause us to lose our Google ranking. Anyway, my comments were ignored, and possibly not even understood.
  • The Board wants to keep the Christmas lights on the arch lit up all year round, and Gina says will cost only about $15 or so in Xcel charges. One of the guests said she didn’t like icicles all year round, and the Board briefly discussed switching to LEDs (the icicles are incandescent). But Gina doesn’t want to buy all new lights. I didn’t voice an opinion on this, but I’m concerned that the Board seems to completely ignore global warming, which should motivate everyone to stop wasting energy, and light pollution, which deprives us of the beauty of nighttime skies. Too bad we don’t have any Board members who are environmentally conscious.
  • There was some discussion about resident’s cleaning of the street apron, tree houses, street flooding, and motion detection lights for the arch area, but I didn’t follow that part of the meeting closely enough to report on what was said.

OK now for the big item:

For over a year the Board has been trying to revise the Bylaws and Articles of Incorporation. At the last Annual meeting, in October, Mike Dorsey, chair of the Articles & Bylaws Committee, said this, according to the draft minutes posted on the HOA website:

Mike reported that the project to revise our current Articles of Incorporation and Bylaws was delayed when we discovered we might have to comply with the Colorado Common Interest Owners Act. This investigation took some time, and the HOA also changed attorneys during this time. We have hired Melissa Garcia, with Altitude Community Law (formerly HindmanSanchez). This firm specializes in HOA law. Melissa gave a legal opinion that the Gunbarrel Green HOA does not have to comply with the CCIOA because there is no mandatory dues requirement in our Declaration (the ability to collect dues is defined in our Articles and Bylaws). Suggested revisions from the committee and Board will be formulated and mailed to the members. Then, a meeting will be held for community input and a final version will be mailed to all residents for approval. This is the same process we started last Spring. [emphasis added]

So, we were told that “a meeting will be held for community input.” Sometime between the Annual meeting and last Wednesday, the Board one or more times took an “action in the absence of a meeting,” to quote the Bylaws. One of those actions I’m guessing was to abandon the drafts produced by the Articles & Bylaws Committee, which have never been provided to the HOA membership, and turn the drafting over to the attorney.

There are no minutes from these non-meeting actions. At the past two Annual meetings, motions were approved requiring the Board to release minutes of their meetings, but there’s a loophole: No requirement to release information about an non-meeting action. I think emails were exchanged. If there was anything actually discussed, that is, anything other that a simple vote, that to me constitutes a meeting, albeit a virtual one, but I’m in no position to challenge the Board on this.

I really don’t know why the Board operates in secret, since it’s clear that the membership wants to know what they’re doing. I think going by the letter of the Annual meeting motion instead of its spirit is doing a disservice to the HOA membership.

But the real problem isn’t that, it’s that whatever proposal is eventually put up for a vote, it needs to get 60% of the membership, and that’s unlikely to happen unless the members feel that the process was fair, open, and inclusive. So far, it’s not going that way.

I’ve pointed out several times that the way to proceed to to first articulate what problems the Board is trying to solve with the re-write of the governing documents, then get the membership to buy into changes that have a consensus, and only then commence drafting. They’re doing it backwards.

I think what’s likely to happen is that the Board will spend $17,000 or probably much more on legal fees and either come up with nothing at all, or come up with something that the membership will reject. Then they have gotten exactly zero for all the time and money, and we have exactly the same documents as before.

I did point out to the Board at the meeting that if they need a $100 transfer fee, they could get that with a simple one sentence amendment. And, they don’t have to print and distribute the entire document, just the new verbiage. They thought this was a good idea. The problem is that I had suggested exactly the same thing twice before, including once privately to Cynthia over coffee, and each time the suggestion has been (1) received as if for the first time, and (2) promptly forgotten.

Trying to boil the ocean is challenging enough, but really inefficient if all you wanted was a cup of tea.

Wait, one more thing: Every discussion, mailing, and all the committee work to date has been about revising two documents: Bylaws and Articles. It came out at the meeting that the Board also wants to revise the Covenants. I learned of this for the first time on Wednesday.

Not at the meeting, but in a followup email, I pointed out to the Board that if the Covenants are amended, even with a 60% vote, “such amendment shall not have the effect of rendering said restrictions, covenants and conditions more difficult to comply with or of imposing more severe restrictions.” I asked what restrictions the Boards wants to relax, since that’s all that’s allowed.

I just got a reply, which is that all the Board wants to do is modify the Covenants so that they can charge a violation fee of $25 or $50 a day if, for example, someone parks an RV in their driveway or has a fence or shed for which they neglected to get Architectural Committee approval.

There are two issues with that: Legally, this sure sounds to me like making it more difficult to comply with the covenants, because the HOA member has to pay money while in the process of complying. (Say, $500 to rework the shed, plus $3000 in fines.) And, as I said before, if this is what the Board wants, just propose a simple amendment. No need to re-write the whole thing.

Oh yeah, and what do you think the chances are of 60% of the membership (not 60% of those voting) agreeing to give the Board the power to impose a violation fee? My guess would be… let me think… I have it: Big fat zero.

Please, anyone reading this: Start going to Board Meetings!

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