Commentary on September 11, 2017 BCA Board Meeting

Posted September 22, 2017 at 9:30 PM, Filed Under: Front Page, News, NRC Email

Important Note: The highlights below are reported based on unofficial notes taken by NRC representatives who attended the above BCA meeting. Although we believe the reporting to be reliable and strive for accuracy, we cannot assure 100% accuracy. It is recommended to all readers that they read the approved BCA minutes when published.

Consideration of the August 7, 2017 BCA Board Minutes

Director Pearson moved and Director Hillman seconded a motion to defer approval of the August 7, 2017 minutes until the October BCA Board meeting. During discussion, Director Pearson noted that Director Nardella's comments about the Buffer Policy had been inserted into the minutes verbatim, while it was customary to only present a summary. Director Nardella concurred. This motion passed unanimously.

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Member Voice

Joyce Rowe (Shallowford Landing) stated that she had served as Director and President of the BCA Board during the period when the dock and buffer issues arose. Prior to that time, residents had inquiries about the buffer, e.g., limbing up trees to not obstruct a view to the lake. It appeared to be an adversarial issue between the BCA and residents which resulted in residents receiving violation notices.

At that time, the BCA had a "buffer cop" who reviewed the buffer area twice a year; several residents felt the Association should not spend money for that purpose. The BCA Board at that time created a committee consisting of two residents (Bob Malek and Betsy Bolling), the "buffer cop" who was also chair of the Environmental Committee, and two BCA Board members (Andrea Epps who also chaired the committee and herself). The committee spoke with lakefront property owners, members of the Environmental Committee, and County officials at the Environmental Department to ensure that the BCA followed the rules established by the Chesapeake Bay Act.

Due to the 3-minute time limited, Rowe was not able to continue, but President Davis asked that she submit her notes to the BCA Board for recordation. Rowe stated that she would be happy to answer any questions the current BCA Board might have about how the current Buffer Policy was passed and the issue of docks. Director Hillman suggested that the Community Appearance and Maintenance Committee (CAM) invite Rowe to speak on those topics when they meet to discuss those issues.

Mark Smith (Cove Ridge) submitted recent pictures of the hydrilla growth in the Swift Creek Reservoir to the BCA Directors. He urged the County to work diligently on remediation of the problem.

Marcos Silvia (Gleneagles) as President of Gleneagles subassociation described the drainage and erosion issues that are occurring in Phase 1 and 6 of their subassociation. Working with then Property Manager Al Raimo and the County, Gleneagles residents were pleased that some work to mitigate flooding (with mixed results) was done earlier this spring in Phase 6 (area near Sunday Park).

Work needed on the western end of Gleneagles (Phase 1), however, has not been done, and this creates a concern for those residents. It was noted that the drainage ditch located in Phase 1 is owned by the BCA and carries run-off from Old Fox Trail neighborhood to Millridge Parkway and ultimately to the reservoir. Not addressing this problem is hindering Gleneagles property values.

President Davis commented that Director Nardella and Staff would be meeting with the Subassociation the following week to review the situation.

Mattie Smith (Makos swim team member) thanked the BCA Board for its support and contribution to Makos.

Dean Miller (Winterberry Ridge) recently moved to Brandermill from southeast Florida. He feels that under-utilization of Brandermill pools can be accredited to marketing and public relations activities.

With regards to the docks, he heard at the August BCA Board meeting that the docks were attached to the lake-bottom which is not owned by the Association and hence the Association had no say-so regarding docks. He noted that during his walks along the path aside the lake he had not seen any dock that did not touch at least one-foot of the buffer (BCA property). Given that, he feels the BCA does have some authority regarding the docks.

Miller also recalled that the discussion regarding a motion concerning the docks was somewhat heated during the August Board meeting. Citing Robert's Rule of Order, he concluded by saying that all discussion should be heard before voting on a motion. Thus, he feels Director Hunt should have been able to continue her discussion.

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President's Report

With respect to the globes in our street lights, President Davis asked that Director Hillman take that as a project for the Planning Committee. He will forward all information that he has to her.

President Davis expressed his deep appreciation to all of our veterans.

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First Vice President's Report

First Vice President Nardella announced that a draft of the Code of Ethics and Standards of Conduct for Directors and Committee members have been distributed to the Directors for their review. An updated version will be later incorporated into the Employee Manual. He thanked Director Gregory for spearheading the effort and Director Hillman for finalizing the draft.

In its most basic form, the Code and Standards are based on the fiduciary duties of Directors and Committee members, which include (1) performance of duties in good faith for the betterment of the community "to which any prudent person would concur" and (2) loyalty to the membership over one's own self-interest. He further delved into possible conflicts of interest - whether perceived or actual - as being a cause of discontentment within any organization. Claims of conflict of interest have recently been circulated within the Association, and he noted that such claims are false as no pecuniary gain has been garnered by any Director.

Director Pearson asked for clarification of the review process. Director Gregory replied that after the Director review, the document would be sent to legal for their review and then distributed to the membership in its Board information packet for comment. The Directors will then hold additional discussion on the policy prior to the Directors voting on it. Director Gregory encouraged the Directors and members to give input into this policy.

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Directors' Reports

Director Hillman moved and Director Hunt seconded a motion to admit two members to CAM: Daniel Ciesla (Turtle Hill) and Glenn Hinton (Harbour Bluff).

Director Friedel felt that policy had required committee candidates to submit both written applications (which the applicants had done) and themselves to the BCA Board for questioning. Both Directors Hillman and Hunt recognized that other applicants had been admitted as committee members without personally presenting themselves before the Board.

Director Hillman reiterated that Acting CAM Chair Dianne Cardea had interviewed the applicants, and written applications were submitted to the Directors. Director Friedel felt it was not good practice for the BCA Board to create policy and then not execute them. He also commented that if the Directors chose not to follow policy, then the policy should be changed.

President Davis agreed with Director Friedel's comments and suggested that a vote to admit these candidates be held at the October BCA Board meeting, when the two applicants could be in attendance.

Director Nardella amended the motion by provisionally admitting the two applicants to CAM, pending their attendance and approval at the October BCA Board meeting. Director Friedel seconded the motion. The motion passed with a vote of 6:1, with Director Hunt voting against.

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Director Hunt commented that NRC Chair Erin Collins has announced it will hold another townhall meeting this coming fall and will discuss how the BCA and NRC can work together to aid residents in disaster-preparedness as well as how to help members in need during a disaster.

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On behalf of the Communications and Marketing Committee, Director Pearson announced that a new BCA website will be launched on September 25. He also announced that the Covenant Enforcement Task Force will be meeting this Thursday to discuss the process and possible change in policy.

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General Manager's Report

Manager Wright announced that a working document of the draft budget has been distributed to Treasurer Gregory and Finance Committee Chair Lawson. She indicated this first version of the working document reflected an assessment increase greater than 5%. She thanked Staff for their participation in this process.

The 2017 pool season is now closed, and Project Manager Al Raimo is working with Swim Club Management to properly winterize the pools. Manager Wright felt there were several service areas in which the Management group was lacking and is committed to making next year's pool season an outstanding one.

An updated Association website will be launched on September 25. It will be tested by a focus group consisting of various members, and she encouraged group members to actively participate.

In addition to thanking Staff for their support, Manager Wright especially acknowledged Jennifer Strader for all her effort in support of the community activities, BCA Compass, The Village Mill, sale of pool memberships, development of the new BCA website, etc. Meeting attendees applauded Strader for her contribution to the Association.

Functionality of the new BCA website will include many online services including paying assessments and reserving the Harbour Pointe clubhouse and Sunday Park pavilion. There will also be added security for members to transact Association business.

Staff training has begun as the BCA office is "going green". Many paper documents will be transformed into an electronic format and made available online to both Staff, Directors and Association members. Manager Wright concluded by saying all the technological changes will help bring our Association into the 21st century.

She also noted that Controller Margaret Covington has been able to collect approximately $20,000 in past due monies and applauded Covington for her efforts.

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Motion to Determine Need for the Existence of an Executive Committee

Director Hunt recalled that during the May 2017 BCA organizational meeting, the question was raised about the need for an Executive Committee. She felt that such a committee hampered the BCA Board's functionality and transparency. This, she feels, is evidenced by communication among Board members now flowing more openly with additional transparency to the membership. She recalled that the original purpose of the Executive Committee was to handle emergencies, which still cannot be handled by a vote of the entire Board. She recalled that Directors Nardella, Gregory and Davis had not opposed the elimination of an Executive Committee at that time. Given all this, Director Hunt moved and Director Hillman seconded a motion to amend the Board Policies and Procedures to dissolve the Executive Committee.

Director Gregory asked Manager Wright if there was a plan to handle disasters. Manager Wright responded that a disaster policy was needed so that Staff could act accordingly, more so than an Executive Committee. Director Gregory clarified for the membership that there has not been any Executive Committee meetings held thus far this year.

Director Friedel is now questioning the elimination of the Executive Committee. He cited past Boards actively used the Executive Committee to make very important decisions when dealing with controversial issues. This allowed a small group of elected officials to free-think possible solutions before presenting it to the whole Board for a vote.

He emphasized that the Board of Directors were the only body within the Association to hold fiduciary responsibility. He noted that there had been times in the past when the Board needed to make quick decisions on important issues, and these decisions were able to be made because of an executive committee. He definitely feels that there needs to be an established line of command and that there is no harm in sustaining an executive committee. Given that, Director Friedel does not feel that the Executive Committee should be dissolved.

Manager Wright commented that this BCA Board has seven talented, competent people, but it needed unity. She and Staff all recognize that the voice of one Director carries no more weight than that of another. Manager Wright does not feel that all the Directors give sufficient recognition to Staff and their competency. She recalled her professional career at 33 HOAs before coming to Brandermill. By having an Executive Committee, she feels the Directors are divided into different classes of directors, which is not necessarily good for unity.

President Davis noted that he has never served on a committee which did not have an entity analogous to the executive committee. He did recall a recent period where there was no manager for the Association, and the Directors did have to get involved in the managerial aspects of running the Association. President Davis stated that none of the actions of the Executive Committee "escaped final action by the full Board". He does not feel it is needed now, but there may be a time in the future when it will be needed.

Director Hunt recalled her Board experience last year (her first year on the Board). She did not feel that she received all the information pertaining to an issue and that when a vote was to be taken by the full Board, the Executive Committee had already been lobbied the other Directors so there was not full discussion and disclosure. This year, Director Hunt feels that communication and discussion have been more open and transparent. She reminded the other Directors that they each have a vote equal to the other in all matters coming before the BCA Board.

Director Pearson clarified the situation to the membership by saying that when members of the Executive Committee meet, there are only three Directors because if four Directors meet, it is considered a Board meeting - which must be announced and is opened to the membership. Typically it is the President, First Vice President and Treasurer who represent the Executive Committee at its meetings. During his first tenure and especially when there was no experienced general manager, he learned much about the Association that wasn't necessarily presented to the membership, e.g., abandoned homes and account arrearages. This year. with Manager Wright onboard, he feels differently about having an executive committee. Manager Wright has routinely sent messages to all the Directors, informing them of any Association occurring and/or potential issues.

After discussion of how the Board might handle emergency situations, Director Gregory asked to amend the motion to allow the President, General Manager and Treasurer (if needed) to handle certain emergency situations. President Davis asked that Directors Hunt and Gregory work together to get the actual verbiage for this motion prepared for the October BCA Board meeting. Director Hunt agreed and withdrew her motion for this meeting.

Manager Wright emphsized that the Executive Committee (currently comprised of President Davis, First Vice President Nardella and Treasurer Gregory) has not met this year.

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Motion to Add Director Ann Hunt to the Check-Signer List

Director Nardella moved and Director Gregory seconded the motion to add Director Ann Hunt to the check-signer list.

Director Friedel asked for the rationale of the motion. Director Gregory commented that with an operational change in handling Association disbursements (see pages 27-28 of September 11, 2017 Board packet), the need arose that a director reviewing check payments should not also be signing the checks. As Treasurer, he was the director reviewing the cleared checks and bank reconciliations, which necessitates the need to authorize another director to sign checks. This process reflects additional fiduciary oversight.

Director Hillman does not agree to having a Board member, who is a volunteer, sign Association checks. She believes that Staff should be signing the checks. She understands that management-run HOAs would have directors signing checks, but she does not feel this is necessary for Brandermill as we are a self-run HOA. Director Hillman does not oppose Director Hunt being able to sign Association checks, but with changes to the Board every year, she feels a director signing checks would be an operational hinderance.

Manager Wright expressed her support for the motion and emphasized that this is an industry best practice for not only management-run HOAs but for all HOAs as a matter of fiduciary oversight.

The motion passed with a vote of 5:1:1 with Director Hillman voting against and Director Friedel abstaining.

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Motion to Standardize ARB Pre-Approvals

Director Nardella moved and President Davis seconded a motion to authorize Staff to approve standardized ARB requests from property owners, based on a list approved by the BCA Board.

This motion would not eliminate the need for the ARB but rather would streamline/facilitate the ARB approval process for property owners requesting "standard" changes. The list of "standard" changes would be first approved by the BCA Board.

Examples of such pre-approved requests might include property owners who wish to replace their windows with double-pane windows of the same style or those requests to change the color of their front door.

President Davis sees this as simplifying the process for Association members.

This motion passed unanimously.

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