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BOARD OF DIRECTORS’ MEETING MAY 24, 2018
May 24, 2018 @ 8:00 am - 5:00 pm
PROPERTY OWNERS ASSOCIATION OF HILLTOP LAKES, INC.
BOARD OF DIRECTORS’ MEETING
MAY 24, 2018
OPEN MEETING @ 6:00PM – COMMUNITY CENTER
EXECUTIVE SESSION @ 6:01PM – COMMUNITY CENTER
OPEN MEETING @ 7:00PM – COMMUNITY CENTER
NOTE: THIS MEETING MAY BE VIEWED IN ITS ENTIRETY ON FACEBOOK AT NEWS Central – POA of Hilltop Lakes, TX
Present: Rocky Walker, Melody Vidaurri, Rene Castilla, Dee Kirk, Floyd Garrison, Ron Ryder, Ray Vogt, Joe Bledsoe, Dene Huettel
- CALL TO ORDER – OPEN SESSION – President Rocky Walker at 6:00PM
- ADJOURN TO EXECUTIVE SESSION (CLOSED) – The Board will reconvene in Executive Session as authorized under Section 209.0051, Open Board Meeting, Subsection C to discuss:
- Private matter of individual property owner
- Campground Host
- Burn pile Attendant
- Lake Marshal
- RECONVENE TO OPEN SESSION at 7:00PM
- INVOCATION AND PLEDGE OF ALLEGIANCE
- APPROVAL OF AGENDA – Agenda was amended through a motion by Vice-President Melody Vidaurri and seconded by Secretary Dene Huettel to add the Tennis and Swim Camp for discussion and vote. Passed unanimously. Motion to approve the agenda was made by Joe Bledsoe and seconded by Floyd Garrison; approved by unanimous vote.
- MEMBERS TO BE HEARD –
Ella Bishir spoke regarding her concern about the Facility Rental Contract
Joyce Perkins reminded Property Owners about Troupe Over the Hill’s full-day Summer Youth Drama Camp July 2-6, $20 per camper (includes lunch); scholarships available for families with multiple children. Saturday, May 26 is the MGA golf tournament. Firehouse Angels serving breakfast and lunch to the golfers. Leftovers (if any) will be available for sale at the Pavilion.
Don Madewell thanked Director Castilla for correcting designated funds. Janice Hall, CPA and a member of the Finance Committee, responded to Mr. Madewell’s questions concerning depreciation. As part of GAAP financials, depreciation expense is going to show monthly.
- APPROVAL OF MINUTES for April 26 and May 17, 2018 – Director Floyd Garrison made a motion to approve and Vice-President Melody Vidaurri seconded; vote was unanimous.
- SUMMARY OF EXECUTIVE SESSION – President Rocky Walker: We held an Executive Session earlier in which we discussed a few personnel matters.
- OLD BUSINESS
- DISCUSSION ONLY – Update on Facility Usage Contract – Secretary Dene Huettel explained her decision for not voting to rescind the contract. Contracts for room rentals under the new agreement are being written, the Facility Contract is working, and we are earning revenue. She asks that our stakeholders be patient and give the contract time to work.
- NEW BUSINESS
- DISCUSSION ONLY – Bylaws Revision
Changes were sent to our attorney, but his changes have not been seen by the Board. Director Castilla reviewed those changes with the full Board, and advised that no action would be taken at this meeting; (voting will take place at the June 28 POA Monthly Meeting). Changes will be posted at the Post Office.
Article V, Section 5.2 Election Terms – Attorney does not recommend restricting term limits per Texas Property Code 209.00591; Bylaws Committee concurs.
Section 5.3 Removal – Director must be present in person, by 2/3 vote, excluding the vote of the member being removed, when previous notice has been given…for violation of Board Code of Ethics (verbiage added and approved by the attorney). Discussion ensued by Director Floyd Garrison concerning inability to use proxies. Director Castilla spoke on “one person, one vote” which drives most governing bodies and the abuse of proxies. Directors Garrison, Ryder and Vice-President Melody Vidaurri spoke on the 2/3 vote. Director Joe Bledsoe clarified the grounds for removal under Section 5.3. Director Castilla requested the Board members give him adequate wording for the new document, stating that at our next Board meeting we will vote on how the Bylaws will be worded.
Article VI: Section 6.3 Quorum of Directors – “Directors may not vote by proxy” was added by attorney and they struck the following sentences: “Directors present by proxy may not be counted toward establishing a quorum. No proxy executed by a director shall be valid after three months from the date of its execution.”
Director Bledsoe questioned proxies being made available 14 days in advance. Section 9.6 addresses proxies for Members and not Directors. Director Garrison said if the Board is working in the best interest of Hilltop and we’re working together, we do not need proxies.
Article VII: Section 7.1 Nominations and Elections – Added “No candidate seeking a position on the Board of Directors shall be a member of the Nominating/Election Committee” was approved by the attorney.
Section 7.2 Election – Added “Voting can be in person on the day of the election or by Absentee Ballot via Mail-in. Members may not vote by proxy…Applications for a ballot by mail may be submitted throughout the calendar year, beginning January 1 and must be received by our office no later than the close of business on the eleventh day before the election. If the eleventh day before Election Day falls on a weekend, the deadline is the close of business on the first preceding business day. All voted ballots that are returned on or before Election Day will be counted.”
Director Castilla said you have to ask for a ballot to vote just as in a General Election; we do not have to send out 6,000 ballots as in previous years; postcards will sent to inform Property Owners of the change; ballots will eventually be made available through assessment coupon book
Section 7.4 Vacancies on the Board – Language containing the terminology “properly vetted” was struck by the attorney. We will add “background check”. “…by an individual nominated to fill the vacated position who is approved by the affirmative vote of 2/3rds of the remaining directors. The Board of Directors may elect to not fill a vacancy if less than one year remains on the term of office for the vacated position.” Added and approved by the attorney.
Article IX Section 9.5 Quorum – Changed from 200 to 150 members entitled to cast a vote. Struck “proxies” and added “Absentee ballots or mail-in ballots” do not count toward a quorum. Director Castilla explained that it’s difficult to reach a quorum with the present requirement of 200 and that a member is one maintenance fee. We will promote our Annual Meeting as a special day.
Article X Section 10.9 Executive Committee – Added: “The President, Vice-President, Secretary, and Treasurer comprise the Executive Committee which shall, between meetings provide organizational oversight and direction on daily operations and advise the Board on business matters and decisions that require Board approval.” President Walker explained that the Executive Committee meets once or twice weekly to discuss issues regarding maintenance, the golf course, our attorney, what’s going on around The Hill on a daily basis. Hilltop Lakes is a big place; we have to meet more frequently than monthly to keep it running smoothly.
- DISCUSSION ONLY – Marketing Lots Power Point Presentation
Presented by Vice-President Melody Vidaurri and John Lagravier
Marketing Lots Committee Members: Melody Vidaurri, Chair, John Lagravier, Bill & Minnie Neal, Don Sorrells, Deni Kunz, Betty Seabaugh, Wayne & Karin Warren, and William Hartmann.
Purpose is to increase revenue by changing the way lots are marketed:
RV Park – Phase I
Revise existing Campground Rules
Establish 2 Campgrounds – short & long-term
Reclaim part of unused WLT Grounds
Tiny Homes; Trending – smaller homes
New building materials
Sell Lots – Phase II
Actively market, change maintenance fees for Realtors and those who will sell lots, Realtors must sell 20% of their inventory annually to maintain status, no voting privileges for multiple lots, change Deed Restrictions to accommodate Tiny Houses, Barndominiums, RV Casitas, 2 lots per Assessment fee on Targeted sections
Section 83 – EXAMPLE
Has water/electricity. Almost 50 acres
Recommend Tiny Homes of less than 1,000 sq ft
Max 2 lots per maintenance fee
Slab or pier and beam with skirting
Shared amenities – restroom with washer/dryer facilities
Recommend RV Park Area
Long-term parking spaces
Casitas to be planned and approved by POA
One lot per maintenance fee
Barndominiums – Section 31 EXAMPLE
Larger lots could be made available for building show barns
Strategic Plan for building 2nd Camp site – asking for volunteers
Change how lots are made available for sale
Change Deed Restrictions for Tiny Home Sections
DISCUSSION AND POSSIBLE ACTION – Tennis and Swim Camp for Kids
Judy Martindale, Kari Hodges and Linda Field will bring a Tennis/Swim camp with a potential of $3000 Marketing revenue. The question of parents signing a waiver was asked. Judy will add “hold harmless” to her parent permission slip. Vice-President Melody Vidaurri made the motion to hold the Tennis Camp; Director Floyd Garrison seconded; passed unanimously.
- TREASURER’S REPORT – Director Castilla explained that we are focusing on Depreciation expense on our GAAP Financial Statements. Janice Hall, CPA, presented our plan to move toward GAAP compliant by 2018.
- PRESIDENT’S REPORT –
July 7th Independence Day booths – please contact Lisa Harvey
Campground Host – contact Connie Saxton with recommendations
Grandchamp Roofing paid for our July 7th celebration band
Volunteers – Floyd volunteers more than you know, but we can’t do it without YOU! And, we can’t THANK YOU ENOUGH!
Parade – Prizes for both golf carts and floats; please enter
Burn pile – We want to keep it open on Saturday. We have an employee on light duty and are dependent on his doctor’s report to accommodate his schedule. Trying to schedule 4hrs/5 days a week.
Pool pump – In but pool is not open; hopefully by 4PM tomorrow
Marketing – $1650 sponsorship money has already been received toward backpacks
- ADJOURN – President Rocky Walker called for a motion to Adjourn. Motion was made, seconded, passed unanimously and meeting adjourned at 8:58 PM.
Respectfully submitted by Dene Huettel, Board Secretary Date