Minutes of Meeting and Draft Bylaws

Minutes of Opequon Ridge II Lot Owners Association Meeting of February 22, 2008

The meeting commenced at 7:30 pm.

Noting the presence of a quorum, the president requested the treasurer to present his recommendations regarding the type, size, and wording of the new traffic control signs to be installed in accordance with the decision of the members at the September meeting.

1. TRAFFIC CONTROL SIGNS
The treasurer presented a series of options for the new traffic control signs for Opequon Ridge II. For details see the attached Sign Options document which the Treasurer provided to members in attendance at the meeting.
It was agreed that two additional STOP signs should be purchased to match the sign currently available to the association for installation at the intersection of Hidden Pines and Hummingbird. In addition, the association will purchase a CAUTION sign and a new 15MPH sign for installation on Hidden Pines The members directed the treasurer to procure 8 foot metal posts for the signs. When the signs are received, we will call for volunteers to install them.

2. FINANCIAL REPORT
The treasurer provided copies of the latest financial report to members in attendance. He noted that the treasury CD had matured since the September meeting and was rolled over into a new CD. The treasurer also noted that the contractor who provides snow removal bills the association at the end of the season, so that snow removal costs accrued thus far have not yet been invoiced. The total assets of the association as of 02/02/2008 are $6871.38.For details see the copy of the treasurer’s financial report which follows.

3. DEER HUNTING
Noting that Frederick County has enacted no laws to supplement Virginia State Hunting laws, and that the association does not have authority to regulate hunting, the president invited members to express their views on hunting within Opequon Ridge II. Many members were concerned about safety. Some reported incidents where they felt their safety was at risk. Some were concerned about the aesthetics of partially butchered carcasses discarded in the development. Others believed that hunting in the subdivision controls deer depredation of plants and that culling promotes the overall health of the herd. It was noted that no one may hunt on the property of another without permission, but that does not solve the problem in residential areas such as ORII.
However, all members wished to respect the rights and concerns of their neighbors. With that in mind, it was proposed that at the start of the next hunting season the association will send a reminder to all members who intend to conduct or allow deer hunting on their property, that they should advise other members of the times when hunting will occur so that they may take steps for their safety and the safety of their pets. In addition, it was agreed that persons who allow hunting on their property should develop and apply a shooting plan to minimize the risk of injury to persons in the vicinity. Adam Taylor volunteered to prepare guidance for development of a safe shooting plan which can be distributed to members at the next meeting.

4. BY-LAW REVISIONS
The president presented an overview of his proposed by-law revision. A copy had been presented to members before the meeting. He indicated that the purpose was to conform the by-laws to practices that had developed since the current by-laws were adopted (eg number of meetings per year and terms of officers) and to bring some features up to date (all members now have an email account). The proposal also contained terms consistent with some terminology in the Virginia Property Owners Association Act.
The discussion moved to a discussion of the applicability of that Act. The president stated his belief that ORII is subject to the statute and that the opinion letters from attorney Ian Williams received in the 1990’s strongly suggest a similar view of our association. The president pointed out that the purpose of the statute is to provide transparency in real estate transactions involving a home owners association. In his view, failure to comply with the statute could cause problems with respect to real estate sales in ORII.
Kathy Melby had been involved in the dealings with Attorney Williams in the 1990’s recalled that he had orally advised that the statute did not apply to ORII.
After discussion, the members seemed to agree with Kathy Melby. If the applicability of the statute should become an issue in a future real estate transaction; the closing attorney could deal with it.
The president requested a vote on the applicability of the statute and whether to seek a definitive legal opinion on the applicability of the Statute A majority of the members voted as follows: the members believe we have sufficient legal advice that the Virginia Property Owners Association Act does not apply and the officers shall not expend association funds to seek a further e legal opinion. Accordingly Agenda item 5 was resolved.
Upon returning to Agenda item 4, a member noted that the hour was late. Accordingly, it was agreed that each member with comments on the proposed revision of the by-laws would do so by email to the president with copies to all members. Members not wishing to comment should send an email explicitly stating that.

5. Status of Opequon Ridge II LOA
See agenda item 4 above

Meeting adjourned at 9:40 pm

Treasurer's Report
Opequon Ridge II Lot Owners Association Treasurer’s Report (02-02-2008)

Annual Home Owner’s Fees – All up to date, paid in full
Annual Road Assessment – All up to date, paid in full
Special Assessment (snow removal, Cunningham Repair) – All up to date, paid in full

A few admin items, such as postage and envelopes have not been invoiced yet (~$20).

Snow removal costs have not been invoiced yet.


Cash Flow - Category Description 9/28/2007- 2/23/2008
=============================================
INFLOWS
Annual Home Owner's Fee 150.00
Annual Road Assessment 157.50
Interest Inc 68.44
Special Assessment (Sep 07) 900.00
TOTAL INFLOWS 1,275.94
=============================================
OUTFLOWS
Bank Charge 8.00
TOTAL OUTFLOWS 8.00
=============================================
OVERALL TOTAL 1,267.94

Net Worth - As of 2/23/2008

Account 2/23/2008 Balance
============================================
ASSETS
Cash and Bank Accounts
Business Savings 2,892.51
Treasury CD 3,978.87
TOTAL Cash and Bank Accounts 6,871.38
TOTAL ASSETS 6,871.38
============================================
LIABILITIES 0.00
============================================
OVERALL TOTAL 6,871.38

Douglas Golden,
Treasurer




Draft By-Laws as presented at Jan 2008 meeting.

I Definitions,

“The Association” means the Opequon Ridge II Lot Owners’ Association established by the Deed of Dedication to the County of Frederick by Fred L. Glaize III and Ann Glaize dated December 1, 1976.

“Members of the Association” means each of the owners of the 18 lots numbered 14 – 31 in the subdivision of Opequon Ridge, Section II.

“The common roadway” means Hidden Pines and Hummingbird Lane which are hard surfaced, and Cunningham Lane which is a gravel road. The common roadway is a private road in Opequon Ridge Section II. The common roadway is deeded to each member of the Association, restricted as a right of access. It provides access to the subdivision for members of the Association and their invitees.

“Maintain the common roadway” means (a) removing snow, and spreading grit on the common roadway when necessary, (b) repairing portions of the hard surface on Hidden Pines, and Hummingbird Lane damaged by weather or traffic, (c) renewing the gravel surface on Cunningham Lane at times requested by members of the Association whose lots are served by Cunningham Lane, provided that the Association shall not be obligated to provide more than two truck loads of gravel per year, (d) installing and maintaining traffic signs and other devices for the safety and convenience of the members of the association, (e) removing debris from the common roadway (each member is permitted and encouraged to trim back tree limbs and other vegetation that encroach on or over portions of the common roadway adjacent his lot), (f) restoring the common roadway as the Board of Directors may, from time to time, authorize, and (g) related administrative expenses.

“Provide to members of the Association” means to deliver to members of the Association by hand, by U.S. Mail or by email.


II The Association and the Board of Directors

(A) The Association is a non-profit entity, the sole purpose of which is to maintain the common roadway. These by-laws, adopted by the Association, shall govern the actions of the Association and may be amended as provided in Section (V).

(B) The Board of Directors of the Association is the executive body of the Association. Each member of the Association is a member of the Board of Directors and each meeting of the Board of Directors is a meeting of the Association.

(C) The Board may authorize or direct the Officers of the Association to take actions to maintain the common roadway, including, without limitation, to collect a special assessment levied by the Board as provided in Section IV (B).

III Officers and their Election and Duties

(A) The officers of the Association are the President and the Treasurer who shall each serve a two-year term which shall commence on October 1.The Board shall elect the President and the Treasurer in alternate years at the annual meeting of the Board. In the event that one of the offices becomes vacant, the remaining officer shall assume the duties of both offices and shall promptly convene a special meeting of the Board to elect an officer for the remaining term of the vacant office.

(B) The President shall:
(i) Provide to members of the Association at least two weeks prior to the annual regular meeting of the Board of Directors, a notice of the time and place of the meeting and the proposed agenda.
(ii) Provide to members of the Association at least seven days prior to a special meeting of the Board of Directors, a notice of the time and place of the meeting and the proposed agenda
(iii) Preside at meetings of the Board and communicate with members of the Association between meetings as necessary.
(iv) Provide to members of the Association a current membership list including names, addresses, telephone numbers, and email addresses to facilitate communication among members.
(v) Prepare, and provide to each member of the Association a copy of the minutes of each meeting of the Board.
(vi) Maintain a current copy of the by-laws of the Association and provide a copy to any member requesting it.

(C) The Treasurer shall:.
(i) Bill and collect fees and assessments authorized by Section IV.
(ii) Contract and make expenditures on behalf of the Association to maintain the common roadway
(iii) Keep the accounts of the Association
(iv) Present a financial report to the regular meeting of the Board including a discussion of delinquent payments of fees and assessments.
(iv) Establish and maintain a capital reserve for restoration of the common roadway. If he determines that it would be prudent to increase the funds in the reserve, he shall recommend that the Board levy a special assessment as authorized in paragraph (IV) (B).
.
IV Fees and Assessments

(A) Each lot owner shall pay an annual fee of fifty dollars ($50) to the treasurer to maintain the common roadway. The fifty dollar ($50) annual fee to maintain the common roadway shall be due in June. The Treasurer shall provide a billing notice to each member prior to June 1.

(B) In addition to the annual fee, the Board may levy a special assessment to fund a capital reserve to restore the common roadway when it becomes necessary. The due date of any special assessment shall be specified in the billing notice provided to each member by the Treasurer.

(C) Costs (including court costs and attorney fees) incurred by the Association to collect a past due annual fee or special assessment shall be assessed against the delinquent member. Commencement of legal action by the Association to collect a delinquent fee or a special assessment shall require prior approval by the Board.

V Meetings and Voting

(A) The regular meeting of the Board shall be held in September of each year. Special meetings of the Board shall be at the call of the President.

(B) At least six members must be present to conduct business at a meeting of the Board. Except as provided in paragraph (D), the Board shall act by vote of the majority of members present at a meeting.

(C) A member of the Association unable to attend a meeting of the Board may authorize the President to act as his proxy at that meeting and to cast the member’s vote as the member directs. To be valid, a proxy must be in a signed writing or in an email message originating from the email account of the member and must clearly describe the extent of the authority granted to the President. A member who has executed a valid proxy for a meeting shall be deemed to be present at that meeting.

(D) The vote of at least 10 members of the Board is required to amend these by-laws, or to levy a special assessment authorized by Section IV (B), or to commence a legal action authorized by Section IV (C).

(E) If less than 10 members of the Board vote, in person or by proxy, in favor of a proposal subject to the provisions of paragraph (D), and the number of members absent from the meeting, when added to the number of members who voted for the proposal at the meeting equals or exceeds 10, the President shall poll absent members to ascertain the vote of the Board. Each person polled who wishes to vote must do so by signed written document. Within three weeks of the meeting, the president shall provide to members of the Association, the decision of the Board and the vote of each member.