Rules and Regulations — Part II
Chapter 30 The Board of Directors
- 30.020 Duties of officers and appointed staff
- 30.030 Board candidates
- 30.040 Orientation
- 30.050 Board manual
- 30.060 Board meetings
- 30.060.010 Regular board meetings
- 30.060.020 Special board meetings
- 30.060.030 Emergency board meetings
- 30.060.040 Executive sessions
- 30.060.050 Board Work sessions
- 30.070 Notice of Meetings
- 30.080 Board quorum
- 30.090 Board agenda
- 30.100 Minutes
- 30.120 Resolutions
- 30.130 Organization chart
- 30.140 Appeal of committee decisions
Go to the Forms page to see the forms listed here:
Appeal of Committee Decisions
Board Candidate Form
Good Faith Conduct Statement
Disclosure of Interest Statement
In addition to those duties prescribed in the By-Laws, the board will prepare and approve duties of board members. Board members will review and keep current the duties of board members. A board member will maintain him/herself in good standing; else, the member will relinquish their board position. Within 20 days of being appointed or elected, a new board member will execute a Good Faith Conduct Statement and a Disclosure of Interest Statement, and both statements will be retained in the records of the board. (Res. 05-01 am, 1/19/05)
30.020 Duties of Officers and Appointed Staff
The duties of the board officers will be prepared and approved by the board. Position descriptions, including the duties of the positions of manager and executive secretary, will be prepared and approved by the board. A copy of the approved position description will be provided to the appropriate appointed employee. The appointed employee will acknowledge his/her understanding of the duties and responsibilities of the position, and the acknowledgement, along with a copy of the position description, will be placed in their personnel file. (Res. 05-01 am, 1/19/05)
Candidates for the position of board member will submit an application for board appointment or election, on a form approved by the board. Included on the candidate application form will be an acknowledgement that such candidate understands the time commitments, duties and responsibilities of a board member. In accordance with Chapter 50, the secretary will determine if the applicant for candidacy or appointment is a member in good standing. Candidate application forms will be on file in the office in a timely manner prior to election and available for inspection by community members. A new member appointed to fill a board vacancy shall complete and file with the secretary a Disclosure of Interest Statement and a Good Faith Conduct Statement no later than 20 days following his/her appointment to the board. (Res. 05-01 am, 1/19/05)
Board orientation will be conducted to prepare new board members for their board member role. Following appointment or election, the vice president, in conjunction with the secretary and manager, will conduct an orientation with the new board members. (Res. 05-01 am, 1/19/05)
A board manual is prepared and provided to each board member for use during his/her term of office, and a copy is available in the business office for the general use of the members. The manual contains the members’ and officers’ duties, duties of board appointed positions, By-Laws, Rules and Regulations, Protective Covenants, annual calendar, and shall include a copy of the Community Plan, current Capital Improvement Program, current budget, and legal references as the board will need to refer. The board manual is maintained by the executive secretary and updated quarterly if there are significant revisions, or as frequently as determined by the executive secretary. Upon leaving office, an outgoing board member will return his/her board manual to the executive secretary so that it may be provided to an incoming member. (Res. 05-01 am, 1/1/05; Res. 06-15, 12/13/06; Res. 09-07, 2/18/09)
Unless convened as executive sessions as prescribed by law, all regular, special and emergency meetings of the board shall be open to the community members, and an opportunity shall be provided for community members’ comment. (Res. 05-01 am, 1/19/05)
30.060.010 Regular board meetings
The board will hold regular monthly meetings on the 3rd Wednesday of the month at 7:00 p.m. in a designated meeting facility. The board president may cancel a regular meeting, if in his/her opinion there is insufficient business to be conducted, or it has been determined that a quorum of the board will not be present. (Res. 05-01 am, 1/19/05)
30.060.020 Special board meetings
The board may hold special meetings at a time and place specified in the notice of the special meeting. Only the business designated in the notice of the special meeting may be considered and acted upon. (Res. 05-01 am, 1/19/05)
30.060.030 Emergency board meetings
For unusual circumstances, the board may hold a special emergency meeting with less than twenty-four (24) hours notice if a quorum of the board is present. Notice to the community members of special emergency meetings allowed under this subsection shall be given in the manner provided for in Section 30.070 of this chapter with as much advance notice as is possible. As provided in the By-Laws, Article V, the actions of the board approved in emergency session will not be permanent, unless ratified, within 90 days, at a regular or special meeting of the board. (Res. 05-01 am, 1/19/05)
During any regular, special or emergency meeting, the board may call, by an affirmative vote, an executive session, to be held during, after, or at a later date, of the meeting where the executive session is being called. Executive sessions are confidential and are not open to the community membership. However, the board may request the presence of any person(s) on a case-by-case basis. When calling an executive session, the board must specify the nature of the confidential matter requiring an executive session and it must fall within the scope of these categories:
- consider personnel matters,
- consult with legal counsel or consider communications with legal counsel,
- discuss likely or pending litigation,
- discuss matters involving possible violation of the Articles of Incorporation and By-Laws, and
- discuss matters involving the possible liability of an owner to the community.
The board shall restrict the consideration of matters during the closed portions of meetings only to those purposes specifically exempted and stated in the motion. No motion, or other action adopted, passed or agreed to in closed session may become effective unless the board, following the closed session, reconvenes in open meeting and votes in the open meeting on such motion, or other action which is reasonably identified. The requirements of this subsection shall not require the disclosure of information in violation of law or which is otherwise exempt from disclosure.
(Res. 05-01 am, 1/19/05)
30.060.050 Board work sessions
The board from time to time may hold work sessions, at which no official business may be conducted, for the purpose of investigating matters of board interest, board training, or other matters of board interest. The board may not transact any business at a work session. Board work sessions are open to the membership. (Res. 05-01 am, 1/19/05)
The secretary shall give each director notice, personally, verbally, by mail, by email, or by telephone, of all regular and special meetings at least one day previous thereto. Notice to community members of a regular meeting, special meeting or work session shall be given by posting a notice at the business office twenty-four hours in advance or posting a notice on the community web-site twenty-four hours in advance. Notice of a special meeting or work session shall include the time, location, and the specific purpose of the special meeting or session and the identity of the persons calling the special meeting or work session. (Res. 05-01 am, 1/19/05)
As provided by the By-Laws, five members of the board constitute a quorum, which is a majority of the total membership of the board. The board shall not transact any business if a quorum is not present. A majority of the members present must vote “yes” in order for action of the board to be adopted. (Res. 05-01 am, 1/19/05)
- The order of business at all regular meetings of the board of directors shall be as follows:
- Call to order/roll call
- Adopt/revise Agenda
- Approval of minutes
- Report of actions taken at Special Meetings
- Standing Committees
- Ad Hoc Committees
- Public Comments (3 min limit/person)
- Unfinished Business
- New Business
- Directors’ Comments
- Reports:
- Treasurer
- Manager
- Secretary
- Adjournment
(Res. 06-05, 2/15/06; Res. 07-04, 5/16/07, Res 07-14, 10/17/07)
The president shall establish and has charge of the calendaring of the agenda of the board, subject to board approval of the agenda at the commencement of the meeting. The president shall establish an agenda deadline so there is sufficient time to meet the distribution schedule for board materials. At least two days prior to a regular meeting, the president will cause to be delivered to each board member the agenda and the back up materials for the next regular board meeting. The agenda for a regular board meeting will be made available to the community members by noon of the date of the scheduled meeting by posting the agenda in the business office. The board shall not transact any business not on the agenda, unless the business has been added to the agenda by a majority vote of the board. The president shall bring the business before the board in the order stated on the agenda as amended. Board members may propose amendments to any business before the board. (Res. 05-01 am, 1/19/05)
- Minutes of an annual or special membership meeting will be a summary of the salient point. Minutes will be drafted and be available to the board members and community members, upon request, within 30 days of the annual or special membership meeting. Each page of the minutes will be marked “draft” until such a time as the minutes are approved. At that time, each page will be marked “approved: Minutes of general membership meetings are permanent corporate records, and upon approval, will be signed by the president and attested by the board secretary. The official minutes of the membership will be kept in a secure location. A copy of these minutes will be made available to the public during regular business hours. (Res. 05-01 am, 1/19/05; Res. 06-13, 9/20/06)
- Minutes of regular, special and emergency board meetings will reflect the pertinent points of the discussions held at the meeting, with motions and actions on motions. Minutes of regular and special board meeting will be drafted and made available, if possible, to the board members, within 14 days following the meeting. Each page of the draft minutes willbe marked “draft”, until such a time as the minutes are approved. Upon approval, each page will be marked “approved”. Upon approval, the minutes will be signed by the board president and attested to by the board secretary. The original signed minutes are a permanent record of the community and will be maintained in a safe and secure location. (Res. 05-01 am, 1/19/05 Res. 06-13, 9/20/06)
Copies of draft minutes of regular and special board meetings will be available to the community members on the same schedule as they are available to members of the board. Copies of the approved minutes will be available to the community members at the business office during normal business hours following their approval. To better inform community members, agendas and attachments from the regular board meetings will be placed in the minute book by the Monday following the meeting. Minutes for a regular board meeting will be approved at the next month’s regular board meeting and then be added to the minute book. (Res. 05-01 am, 1/19/05; Res. 06-13, 9/20/06)
- Board policy shall be adopted by resolution. Board policies required to be adopted by resolution include but are not limited to: annual budget, annual assessment changes, schedule of fees and charge, additions or amendments to the By-Laws, Rules and Regulations, Organization Chart, signature authorizations for financial institutions, a call for a special election, and the like. (Res. 05-01 am, 1/19/05)
The form of a resolution shall be as prescribed by the board. Resolutions will be sequentially numbered by year of adoption, i.e. 04-01. A resolution becomes effective at 5:00 p.m. the day following its adoption unless otherwise specified. (Res. 05-01 am, 1/19/05) - The board secretary and the president of the board shall attest to all resolutions and other legal documents of the corporation. The secretary shall maintain a resolutions book where the original resolutions are kept. Adopted resolutions will be provided to the appropriate committee chair when the subject nature is applicable to the committee’s function. Copies of board resolutions will be made available to the community members during regular business office hours following their approval. (Res. 05-01 am, 1/19/05; Res. 09-07, 2/18/09)
The board will approve an official organization chart which will be maintained by the board secretary. Copies of the approved organization chart will be made available to employees and the community upon request. Periodically, the board shall review the organization chart and update it as required. (Res. 05-01 am, 1/19/05)
30.140 Appeal of committee decisions
The policies, processes and procedures as set out in Rules and Regulations, Part II-Administrative, 20.010.030, Appeal of Committee Decisions, shall be followed by the board with regard to appeals to the board. (Res. 06-15 am, 12/13/06)