VOH BOARD OF DIRECTORS MINUTES OF MEETING 6/4/12
Overview of Meeting:
This was the sixth meeting of the 2012 Board which was held via Telecon Monday evening, 4 June 2012. All Board members and NBRM participated. Discussion topics below follow the agenda.
Note two topics were deferred to a Board Executive Session that convened immediately after the Board adjourned.
May 8th Board minutes:
The minutes were approved without comment.
Vote for Treasurer:
Marc Blanc was selected to fill this position.
Topics for the next newsletter were proposed. Specific topics the Board wants included are the following: information on the Corolla Citizen Association (CCA) along with the fact that VOH has now joined the CCA; status on the grant from the Firewise program to provide new street signs (must first contact Rich Sigal for that status); how homeowners can obtain new house signs consistent with the Firewise program; and leadership openings in the Environmental Committee and Long Range Planning Committee.
Wild horse Tour Operators:
Linda spoke with Ben Woody. He agreed to notify the Corolla Code Enforcement Officer that tour operators are not to use our private streets as staging areas for their tour vehicles.
Environmental Committee (EC):
The current EC chairperson recently informed the Board that she would like to step down at the end of her term in the fall. If at all possible, the replacement should be identified early in order for there to be a smooth transition in leadership. This might not be possible since committee appointments take place in the fall.
The Board discussed the pros and cons of changing our fee structure for home improvements. NBRM pointed out that these fees have been a useful source of revenue, and they recommended that fees of some type remain. NBRM pointed out that there are no fees for making repairs, or for repainting as long as the same house color is used. The Board President will contact other homeowner associations to see what they do, and she will discuss this matter in more detail with the EC. The topic will be revisited at the next Board meeting.
The Board turned over responsibility of maintenance for the Westside Paths, Route 12 Swales, and Beach Accesses to the Landscaping Committee. The Landscaping Committee will develop a schedule with Tim Leah and the management company, and they will keep the Board informed of their progress.
The Board agreed that maintaining the Westside Paths should be a high priority in order to keep these paths up to community standards. Going forward in 2013 and beyond, the appropriate way to budget for this expense would be to allocate those funds to the Landscaping line item in the operating budget. By tracking current 2012 costs to maintain these paths, the Board will have a better idea of how much to budget. It was noted that future maintenance costs will be reduced by installing the crush and run previously approved.
Corolla Civic Association:
The VOH joined the Corolla Citizen Association (CCA) for $300.00. What is not known is whether this is an annual fee, a recurring fee, or a fee that can be negotiated. Bob Voldish agreed to contact the CCA for clarification.
NBRM originally thought that the nets posts would have to be replaced. Fortunately, NBRM was able to repair the ratchet mechanisms on both courts which saved VOH a substantial amount of money. NBRM needed to order replacement nets (which can’t be repaired) for both courts at an approximate cost of $350.00 each. NBRM will have them installed as soon as they are received. There are a couple of small areas near the fence (not on the playing surface) where the green surface coating is starting to come up. NBRM may try and do a temporary repair, but it appears that the courts may have to be resurfaced (or at least professionally patched) in 2013. The court door lock nearest the Fitness Center is inoperative. A locksmith will be called to make the repair.
The extra work associated with re-lining the oceanfront pool has wreaked havoc on NBRM’s pre-rental-season schedule. Their original plan was to construct two Bocce ball courts within the confines of the new Sports Court prior to the start of the rental season. Aside from their crowded work schedule, NBRM now realizes they do not have the skills to properly construct these courts as originally planned. Furthermore, investigation by NBRM has revealed previously unknown issues and costs associated with building such courts. For example, installation of a drainage field will mean ripping up asphalt, installing 4 inches of gravel, then putting in a top coating with finely crushed oyster shells or sand to establish the playing surface. Maintenance costs will be significant. In the final analysis, the Board needs to re-think the entire issue (cost, probable low usage of the courts based on experience to date with the Sports Court, damage to asphalt). Before a final decision is made, the Board will obtain a few estimates from local contractors to build the courts and discuss the matter of maintenance with people familiar with these courts.
Liaison to Committees:
The Board President described the role of Board liaisons. The liaison’s responsibility is to facilitate the communication between the committee and the Board. Leadership of the committee is performed by the appointed Chairman. The liaison can advise the committee on topics of discussion, but they cannot vote. If a committee is operating against the wishes of the Board, then the entire Board must discuss this, vote on any required action, and then inform the committee. The preferred means of communication is directly between the Board and the committee chairman.
NBRM will update the Reserve Study and create a summary for the Board. Once the Board can review the Reserve Study, it will be posted to the VOH web site for members to review.
NBRM presented a detailed step-by-step schedule of the process that must be followed to develop the 2013 Budget. The process begins immediately. Based on the timeline, the Board will be focusing their time and energy on the budget over the next couple of months.
Review the Pool Operator Position:
A motion was made by the Board Vice President to defer this topic to an Executive Session which would immediately convene following the Board. NBRM and the Board President questioned the need to discuss this topic in Executive Session. NBRM stated that they believed that there wasn’t a reason to conduct an Executive Session if the issue to be discussed concerned the Pool Operator position. Further, NBRM offered to answer any questions the Board might have about the Pool Operator and was greeted with silence. NBRM also said that if the Board wanted to discuss Board members and/or NBRM, then it was appropriate for the Board to conduct an Executive Session at which NBRM would not be present.
The President protested the need for an Executive Session and encouraged the rest of the Board to ask NBRM any questions they might have concerning the Pool Operator position. The President also protested the exclusion of NBRM in the Executive Session. The Vice President reiterated that the matter needed to be discussed in Executive Session based on legal advice obtained just before the Board meeting convened. The motion was seconded and passed by the other Board members, 3 to 1, to have an Executive Session excluding the Management Company.
After this vote, NBRM said that the Board was operating in a dysfunctional manner and that they would write a note to the Board detailing the ways in which NBRM believed the Board was operating in violation of the Bylaws. NBRM and the President stated they believed that at least two to three Board members were conducting discussions on Board issues, exchanging emails and telephone calls, and making decisions without including all Board members, most notably the President, and not publishing such activities in minutes and/or emails made available to all.
When NBRM hires a pool operator, it will reduce the hours of the pool attendants. NBRM will not be paying the pool attendant to clean the pools. The pool operator will only undertake the responsibilities outlined in the new job description and nothing else. The pool operator will not be overseeing the amenities (such as the Tennis Courts) or hiring or managing staff. The pool operator will be managed by NBRM. The pool operator will only be on site an hour or two a day. They will not be staying all day. NBRM will be monitoring hours and paying employees and performing all the responsibilities outlined in their contract. This expenditure will be covered from the elimination of the pool lifts.
White Coating of the pools:
The Board is confident that this expenditure can be recovered by a successful lawsuit against Pool Solutions. If it turns out that the collection is an issue, then the funds will come from the reserve fund.
Retroactive Invoices Submitted by NBRM for work previously performed:
NBRM submitted three invoices: 1101 ($5,000), 1102 ($1,000), and 1103 ($2,000). A motion was made by the Vice President to defer this topic to an Executive Session which would immediately convene following the Board. NBRM and the Board President questioned the need to discuss the topic in Executive Session as they believed the discussion topic to be outside the definition of what can be discussed in Executive Session as defined by Article VI, Section 5 of the Bylaws which enumerates “matters of personnel” or “for hearing on infractions of recorded or adopted policies and procedures” as topics on which the President may call the Board into Executive Session. The motion was seconded and passed by the other Board members.
The following is background on the three invoices.
Invoice 1101 ($5,000 for approximately 100 hours of work) was for the Defamation Lawsuit and Westside Path Demand Letter. Costs covered Management of legal process with Brown Law LLP, preparation and provision of discovery documents requested by Brown LLP, and legal strategy discussions with VOH Board, Everett Thompson and Brown LLP.
Invoice 1102 ($1,000 for approximately 20 hours of work) was for managing the process of redesigning and relaunching the VOH website and for providing design guidance and information to the website development company for the new, updated VOH website. NBRM continues to interface with the website development team to insure proper functioning, updating and necessary revisions are carried out by the website development company. Both NBRM and Hughes Management, the previous VOH management company, have never been responsible for updating and posting to the VOH website.
Invoice 1103 ($2,000) was for functioning as general contractor for the Homeport Court Storm water Drainage Project saving the Association $11,500 in the process. While the majority of work was completed previous to the invoice being submitted, work continued on the landscaping to complete the first half of this project with Dick installing landscaping after the time the invoice was submitted. In addition, the Homeport Court Drainage Project will continue this fall, 2012 with the second half of this project to be done with NBRM continuing to act as general contractor for the completion of it.
The meeting adjourned and the Board went into Executive Session to discuss the two deferred topics.