Minutes-Bylaws Review Committee

MINUTES OF THE MEETING OF THE

ECIA BYLAWS REVIEW AD HOC COMMITTEE

HELD ON DECEMBER 10, 2019

 

  1. Time and place. A meeting of the ECIA Bylaws Review Ad Hoc Committee (“The Bylaws Committee”) was held on December 10, 2019 at 1:00 pm in the ECIA Community Center Conference Room.  The meeting was called to order by Butch Gorsuch at 1:02 pm.  The meeting was recorded.
  1. Attendees. All five committee members were present, therefore, a quorum was achieved.  Specifically, Butch Gorsuch, Joe Loewy, Amelia Adair, Sue Daniel and Nancy Sulzberg were present.  In addition, ECIA staff liaison Rachel Turnbough was present.
  1. Minutes. The Minutes of the November 19, 2019 Meeting were approved unanimously by the committee, 5-0.
  1. Approval of Agenda. Chair Butch Gorsuch moved to amend the agenda to table original items 5(c) “Create list of items to forward to the Board…”  and (d) Discussion: Passing Attorney response…” until the next meeting.  The agenda was approved unanimously as amended by the committee, 5-0. Copies of the agenda were available to committee members electronically.  The documents discussed by the committee were viewed electronically.
  1. Open Forum. No guests were present.
  1. New Business:
    1. Review schedule of remaining meetings and ensure we are covered through March. Can 1/17 and 2/14 be moved forward a day?  The committee had previously discussed, via email, changing the date of the Open Forum to 2/13 at 6:00 pm (room available for set up from 5:00 pm).  The committee ratified that change, and agreed to move our upcoming meetings to 1/15 and 2/13 respectively. 
    2. Recap of the request for an early copy of Draft I. A member had requested, and the Board had directed the committee to release a copy of Draft I via email.   The member had no further requests from the committee.  The committee discussed options should this situation arise in the future.
    3. Timing: When to share the Bylaws Proposed Changes – Summary Document with the Members. After discussion, the committee continues to believe that sharing the complete summary document with Members at the Open Forum is appropriate.  An explanation of why certain changes were made will be provided with the posted Draft.
  1. Old Business.
  2. a. Status of received comments/suggestions.  No additional comments or suggestions pertinent to this committee have been received since the last meeting. 
  3. b. Bylaws Review Action List:  The Board will receive Draft II of the Bylaws following this meeting, by Dec. 11, including the Summary document. Suggestions or requests for changes made by the Board should be sent back to the Bylaws committee, not later than 12/14.  The committee will make any necessary changes, then provide a final draft for the Board to approve at their December meeting.  Assuming the Board approves Draft II no later than their January meeting, then the final draft of the revised Bylaws can be posted to the website and available to members in hard copy by February 3 at the latest.  Ideally the Board will approve Draft II at their December meeting, and if so then Draft II can be posted and released to the community sooner.  The committee remains on target to meet the deadlines established in the Action List. 
  4. c. Publicity Status. The committee agreed on a plan for future publicity: step 1: an eblast notifying Members when the Board-approved Draft is posted on the website for public review, and a press release giving more information about the Bylaws process and upcoming forum, referencing the previously drafted article which will be posted on the website.  Step 2: An article for the February Vistas (deadline 1/5) advertising the Draft online and the Open Forum.  Step 3: An article for the March Vistas (deadline 2/5) discussing the next steps after the Open Forum and the importance of approving the amended Bylaws to improve the governance of the community.  Step 4: an article for the April Vistas (deadline 3/5) reminding members that approval of the Amended Bylaws requires 60% of votes cast.  Amelia will draft all of these items for the committee to review. Butch will handle drafting the messages for the marquees.
  5. d. Attorney Review Draft: The committee discussed comments from ECIA’s legal counsel on Draft II, incorporating all those new changes into Draft II, and noting that outcome in the Attorney Questions II spread sheet.
  6. e. Maintain Bylaws Proposed Changes – Summary and Proposed Bylaws Revisions. The committee completed the last changes based on the attorney suggestions of the Sixth Amended Bylaws. Butch will update the spread sheet, and send the final Draft II version to the Board by tomorrow.  The committee is ready to discuss changes via email based on Board suggestions.

 

The committee spent 16 minutes discussing Bylaws revisions, bringing the total discussion time for the committee to date to 19 hours 6 minutes. 

  1. Next Meeting Date. The next meeting date will be January 7, 2020 at 1:00 pm.   
  1. Adjournment. The meeting was adjourned at 2:56 pm.

For the ECIA Bylaws Review Ad Hoc Committee

By:  __________/s/____________________    _____1/4/19     

Secretary Amelia Adair                                   Date

 Draft Amended Bylaws Available for Review Online – Open Forum on Bylaws Set for February 13, 2020

A proposed draft of the Sixth Amended ECIA Bylaws is now available for Members to review at https://eldoradosf.org/document/Proposed-2020-Bylaws.pdf.

Open Forum Set.  The Board and the Bylaws Review ad hoc Committee will host an open forum on the proposed amended Bylaws on February 13, 2020 at 6:00 PM in the Railroad Room at the Community Center. At the open forum, ECIA Members are invited to discuss and give feedback on the proposed amended Bylaws.  Alternatively, feedback may be sent via email to: bylawsreviewchair@gmail.com

Lot Owners Must Vote to Approve Amended BylawsAfter the open forum, the Committee and Board will have the opportunity to discuss and make final changes to the draft Bylaws based on feedback from Members.  Then, the amended Bylaws will be on the ballot for lot owners to vote on as part of the Election and Annual Meeting process in April/May.  The amended Bylaws need approval of 60% of all lot owner votes cast on the election ballot in order to pass.  If approved by the lot owners, the amended Bylaws will take effect after certification by the Secretary of the Board.

Review of Bylaws Required Every Two Years.  Proposed amendments to the Bylaws were based on suggestions from Members, Directors and the ECIA’s attorney received by the Bylaws Review ad hoc committee during its routine review of the Bylaws.  The ECIA’s Bylaws require they be reviewed every two years. The objective is to continuously upgrade and improve the governing structure of our community.

The Bylaws Review ad hoc Committee has met twice monthly since June. The Committee started its work by receiving suggestions from lot owners on potential changes to the Bylaws by the July deadline.   Based on suggestions received, the Committee made proposed changes to the Bylaws. Those suggested changes were sent to the Association’s legal counsel for review. Next, the Committee provided the reviewed draft to the Board for its consideration. The Board reviewed the draft and approved the version of the amended Bylaws which is now posted online. 

Next, the Board and Committee seeks your feedback about the draft Bylaws.  The Board and the Bylaws Review ad hoc committee looks forward to hearing from you at the forum in February.

MINUTES OF THE MEETING OF THE

ECIA BYLAWS REVIEW AD HOC COMMITTEE

HELD ON AUGUST 20, 2019

 

  1. Time and place. A meeting of the ECIA Bylaws Review Ad Hoc Committee (“The Bylaws Committee”) was held on August 20, 2019 at 1:00 pm in the ECIA Community Center Conference Room.  The meeting was called to order by Butch Gorsuch at 1:04 pm.  The meeting was recorded.
  1. Introduction of Attendees. Secretary Amelia Adair was excused from attendance.  All other committee members were present; therefore, a quorum was achieved. Specifically, Butch Gorsuch, Sue Daniel, David McDonald, and Joe Loewy were present.  Butch Gorsuch volunteered to take minutes for the meeting.
  1. Minutes. The August 6, 2109 Minutes as written were not approved by email 2-0, however were posted to the website subject to later approval.  A motion was made by Butch Gorsuch to formally approve these minutes and seconded by Joe Loewy.   Minutes was ratified unanimously by a voice vote of 4-0. 
  1. Approval of Agenda. A Motion was made by Sue Daniel and seconded by Joe Loewy to approve the agenda as posted.  Motion approved by voice vote of 4-0.  Each member present had a copy of the agenda or viewed the electronic display.
  1. Open Forum. No open forum was held because no guests were present.
  1. Old Business:
    1. Status of received comments/suggestions: The committee Gmail account has been reviewed twice since the last meeting, with only SPAM found within the account.
    2. Status of Bylaws Review Charter: Amendments made to the proposed charter as of the July 23rd meeting have yet to be reviewed by the Board but are to be reviewed in the August regular meeting with a goal of approval.
    3. Bylaws Review Action List: No modifications made to the action list as the next chronological task to be achieve is not due until November.  Committee is engaged at the current task of reviewing comments and suggestions received from Members concerning the Bylaws.
    4. Discuss Proposed Bylaws Revisions – Restart at Item 17 (Article V Section 8): With Amelia’s absence the committee has continued to discuss but not vote on any proposed revisions until Amelia’s input can be heard by rest of committee. Received suggestions have been sorted in Article/Section order to aid discussion.  The committee restarted discussion of received suggestions at the above indicated point at approximately 1:15 PM and continued until 3:15 PM (2 hours).  Items reviewed during the meetings were 17, 26, 47, 9, 21, 45, 29, 3, 6, 19, 8 and 46.  Item 46 was a new item and was added by the committee.  Item 33 (in order) was missed and will be discussed at next meeting.  Total discussion time for the committee to date is 5 hours 0 minutes.  Seventeen items (of 46) remain for discussion.
  1. New Business.

No new business discussed.

  1. Adjournment. The meeting was adjourned at 3:08 PM.

For the ECIA Bylaws Review Ad Hoc Committee

By:  __________/s/____________________    _____8/20/19_______________

Chair Butch Gorsuch                                         Date