[Home] [Up]

THM Bylaws
Home Up

 

The document below is the PowerPoint presentation which accompanied the Town Hall Meeting held on May 28, 2008 by the ad hoc Transitions Committee.  This meeting provided owners the opportunity to make comments to the Transitions Committee regarding bylaws changes, before the committee finalizes its recommendations to the SRA Board of Directors.  Owners will have an opportunity to vote on the bylaws revisions draft at the November 1, 2008 annual meeting.  These bylaws revisions are necessary to establish an election process for members of the Board of Directors.  Scroll down to view the notes from this Town Hall Meeting.  To review the most current proposed revision of the bylaws click:  link to the bylaws.

To view this document you must instal Adobe Acrobat (www.adobe.com). Or, contact Debbie Smith to receive a copy via email, debbie@semiahmooresortassociation.com

 

May 28,2008 Town Hall Meeting Notes - Review of Bylaws Revisions

 

Semiahmoo Resort Association (SRA) Transition Committee Chair Doug Todoroff called the meeting to order at 5:00 p.m. 

INTRODUCTIONS:

Doug welcomed SRA members to the town-hall meeting and thanked them for attending.  He introduced the following Board members: Paul Barlock, Bob Williams and Deborah Woodruff.  He then introduced Transition Committee members’: Richard Arnold, Paul Barlock and Rod McCallum.

There were approximately 42 SRA members in attendance.

Doug began by saying that the committee has been working since January on revising the Bylaws primarily in regard to the election process for Board members.  The Declarant (Trillium Corporation) will relinquish their right to appoint Board members as of October 19, 2009 (Covenants, Conditions and Restrictions (CC&Rs) Section 12.01).  The committee is seeking comments and suggestions from the membership on the revisions.  After today’s meeting, the comments and suggestions will be reviewed, and a final draft will be presented to the Board of Directors for their approval.  The final draft will be sent to the entire SRA membership in the November 1 Annual meeting packet for an “up or down” vote. 

Doug reviewed the Additional Transition Committee Goals:

§         Implementation of the Election Process

§         Possibly Amend the CC&Rs:

a.       CCR Content

b.      Declarant Rights

§         Review SRA Documents and Properties

§         Work with Neighborhood Associations on relevant transition issues

§         Work with the Declarant on Documenting responsibilities for future

            improvements. 

He said that not all of the goals listed above have to be completed by October 19, 2009, but it is a good goal! 

Doug then introduced Richard Arnold who presented the election portion of the revised Bylaws.

Richard began by saying that the Bylaws were silent on elections, and that the Bylaws had not been changed since they were written in 1984.  Thus the revised draft shows many “house keeping” changes such as:  “Corporation” replaces “Association”; “Parcel” replaces “An Interest”; “Co Owner” replaces “Sub Owner”; “Directors” replaces “Governors”; Association name and address.

The Board of Directors has reviewed and approved the following proposed amendment, and Trillium Corporation has agreed in principal:

“…Upon the expiration of the period of Declarant’s rights to appoint and remove directors and officers of the Association pursuant to the provisions of Section 8.01 and this Section 12.01, such right shall pass to the Owners, including Declarant if Declarant then owns one or more sites. Proposed new wording in bold and italic: “Directors in office on the day of the expiration of the period of Declarant’s rights to appoint and remove directors and officers of the Association shall serve the remainder of their term of office and shall continue to undertake the responsibilities of the Board of Directors.  The Owners shall elect, in accordance with the Bylaws, new directors which shall undertake the responsibilities of the Board of Directors.  Declarant shall deliver all books, accounts, and records, if any, which Declarant has kept on behalf of the Association and any agreements or contracts executed by or on behalf of the Association during such period and which Declarant has in its possession.”

COMMENTS AND QUESTIONS:

bulletWhen will the Declarant (Trillium Corporation) stop appointing members to the Architectural Standards Committee (ASC)?  The CC&Rs state that the Declarant retains a number of rights, and it will be the Declarant’s decision as to when they wish to relinquish those rights.  The Board of Directors appoints ASC members. 

 

bulletDoes the Declarant have the right to appoint Board members in 2009; is this legal? A slide was shown outlining current and future terms of office and how many new members would be elected in odd and even years.  It is currently proposed to continue the process of not having all new Board members once the 10/20/09 date arrives.  The community can vote to remove the sitting Board members if they so choose.

 

bulletWhy have Trillium Corporation appoint members in 2009?  Doug said that the SRA could approach Jon Syre and ask him to appoint Board members for one (1) year, or until 10/19/09.  This could change on 10/20/09 and the appointees could be reconfirmed.  This will be subject to committee review.

 

bulletWas a three-year term considered?  The reply was that most homeowner association terms are for two-years.

 

bulletWhat affect will the addition of the Carnoustie and Inverness neighborhoods have on the SRA?  Can Trillium Corporation vote once the Carnoustie neighborhood is complete?  The answer is yes, once they receive final plat.  They will also be assessed for the lots.  Trillium Corporation is not the developer for the Inverness neighborhood.  What about “West Semiahmoo”?  The committee was not familiar with this property, but will check to see how it relates to the SRA.

 

bulletReference was made to Section 3.1 Kinds of Membership:  “The Declarant shall have a special membership whether or not Declarant owns an interest, unless or until Declarant turns over control of the Association as provided in Section 8.01 of the Declaration.”  The committee will ask the Declarant if they want to have a special membership.

 

bulletSection 4.2 Qualification; Nomination; Election; Term.  “Nomination”, why have a nomination committee?  Consider changing “Nomination” to “Candidacy”.  The committee was asked to revisit this section as it relates “120 days prior to the published annual meeting date”; and “Nominations from the floor must receive two seconds”.  It was mentioned that nominations can be taken from the floor.

 

bulletWill there be absentee ballots as many people are gone in November (when the annual meeting usually takes place).  A reply was that a member can send in their proxy vote (as is done for voting on the annual budget).

 

bulletReference was made to the following sentence in Section 4.2: “Declarant, as hold of a special membership, shall have the right to designate the members of the Board of directors until the control has been turned over to the members as described in Section 8.01 of the Declaration.  Directors designated by Declarant shall serve at the pleasure of the Declarant.”   The committee was asked to remove this sentence. 

 

bulletIn regard to member elections, is the three-fourth vote “cast in stone”.  The committee will consider this comment as it will be an “up or down” vote.  If rejected the committee will have to “go back to the drawing board”.

 

bulletConsider revising Section 4.3 Removal; Resignation.  Suggested change “three-fourths”: to “two-thirds” vote of the Board of directors, and remove “without cause”, for misconduct or neglect of duty.  Change “Declarant” to “Owners” in the following sentence: “Any director appointed by Declarant may be removed by “Owners” with or without cause”.

 

bulletSection 4.4 Vacancies.  Remove the word “irrespective”.

 

bulletConsider deleting a portion of Section 4.5 – Meetings.  Which reads: “The place of meeting may be any place within or without the state of Washington which has been designated from time to time by resolution of the Board of Directors.”

 

bulletSection 6.5 Inspection of Corporate Records and Accounts.  This section will be reviewed to ensure that it complies with the Washington Homeowner Association law (RCW), especially as it relates to access to records.

 

bulletWhat are the rules for campaigning?  Currently there are three (3) Standing Rules (listed on page 9 of the Bylaws).  The rules may or may not be a part of the final draft of the Bylaws.

 

bulletRichard said that the committee is still working on the draft forms for candidacy.  Current qualifications include: residency requirement – 12 months; dues paid; and commitment to satisfy Board member duties, including attendance.

 

bulletSection 8.01 includes all hotel rooms, which equates to 203 votes that are voted by Semiahmoo Resort.

 

bulletA member relayed a negative experience between a condominium association and a hotel within the association in Vancouver, British Columbia, and cautioned the SRA as it relates to the Semiahmoo Resort hotel interest.  Doug commented that if the SRA went to Semiahmoo Resort, that they most likely would be glad not to pay dues to the SRA!  This would take away a large revenue contribution to the SRA.

 

bulletIn October 2009, will the Semiahmoo Resort and Declarant representatives step-down?  Doug said that the Declarant has a right to stay and he is not sure about the Semiahmoo Resort representative.  A comment was made that those two positions should be elected like all other Board positions.  The rotation schedule may have to be changed from five (5) to three (3).  This issue is still under consideration by the committee.  Another comment was that if there was not a Semiahmoo Resort representative that the communication between the Resort and the SRA might be a lot different.

 

bulletWill the committee seek a second legal opinion on the draft Bylaws?  The SRA attorney is not the Declarant’s attorney.

 

bulletChange “his” to “his or her” within the body of the Bylaws.

 

bulletArticles of Incorporation or Articles of “Association”?  A comment was made that the SRA is referenced as the “Semiahmoo Resort Association, Inc.”.

 

bulletRod said that future meetings will take place as it relates to SRA property such as trails, ponds and bio-swales.

 

bulletThe committee has been working with Trillium Corporation on the transition and copies of the minutes from the Transition Committee are available at the SRA office.

 

bulletChanges to the Bylaws will be posted on the SRA web site in the near future.

 

bulletA community member expressed their gratitude to the Committee members’ for the work that they have done thus far as it relates to transition from the Declarant. 

 

MISCELLANEOUS QUESTIONS AND COMMENTS:

bulletWhy did the president and vice president resign?  Doug replied that a future comment from the Board would be emailed to the membership.  He suggested that members contact Bill Bradfield and Claude Oliver directly.

This concluded the comments and question period.  Doug thanked the audience for coming and for sharing their thoughts. 

In closing, Doug told the audience that their comments and questions will be reviewed by the committee.  He also encouraged audience members to send their thoughts via email to: debbie@semiahmooresortassociaiton.com after the meeting to offer any new ideas they may have for the committee’s consideration.

ADJOURN: The meeting adjourned at 6:15 p.m. 

 

 

[ Home ] [ Up ] [ Table of Contents ] [ Board of Directors ] [ Board Minutes ] [ Community Info ] [ Community Rules ] [ CC&R's ] [ ASC ] [ Bylaws Revision ] [ Tree Guide ] [ Construction Guide ] [ Map & Links ] [ Newsletter ] [ Photo Gallery ] [ Feedback ] [ Search ]

Send mail to webmaster@semiahmooresortassociation.com with questions or comments about this web site.
Copyright © 2008 Semiahmoo Resort Association
Last modified: 06/27/08