ASSOCIATION OF HILLTOP LAKES, INC.
BOARD OF DIRECTORS’ MEETING
July 26, 2018
OPEN MEETING @ 4:30PM – COMMUNITY CENTER
EXECUTIVE SESSION @ 4:35PM – COMMUNITY CENTER
OPEN MEETING @ 7:00PM – COMMUNITY CENTER
NOTE: THIS MEETING MAY BE VIEWED IN ITS ENTIRETY ON FACEBOOK AT ELECTION 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 4:30PM
- 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:
- Contract – Water Department
- Contract – Security
- Contract – Restaurant
- Contract – Store
- RECONVENE TO OPEN SESSION at 7:00PM
- INVOCATION AND PLEDGE OF ALLEGIANCE
- APPROVAL OF AGENDA – Motion to approve was made by Director Rene’ Castilla and seconded by Director Floyd Garrison; approved by unanimous vote.
- MEMBERS TO BE HEARD –
Myron Chidester – ANNUAL DEER COUNTS – Begins Thursday, August 2 for approximately one month. Held in order to meet requirements of Texas Parks and Wildlife; spotlights are used during their counts, so don’t be alarmed.
Don Madewell – FINANCIALS AND SECURITY – $300,000 shown on 2016 Audit Balance Sheet isn’t shown in 2018. Can new Security detain and ticket for trespassing?
Ella Bishir – BYLAWS –Move on them!
John Faulk – TREASURER’S REPORT – Appreciates that new report is getting closer to what we need. Golf course maintenance is largest budget item. Does he need Open Records Request for Golf Course details (ProShop and Trail Fee income and expenses, etc)?
- APPROVAL OF MINUTES for June 28, July 12 and July 21, 2018 – Motion to approve by Director Rene’ Castilla; seconded by Director Ron Ryder; vote was unanimous.
- SUMMARY OF EXECUTIVE SESSION – President Rocky Walker: Board talked about issues concerning when the Water Department was formed, water mains, the responsibility of developing lots and of getting water to them. The POA will work out a deal with them.
We’ll vote on a Security Contract tonight. We talked to two vendors, Crystal Hartmann and the Murray brothers, on their restaurant proposals. Both were great. Whoever we choose will run the restaurant efficiently. Dorothy Powell talked about building a store; we hope to have something in place next month. We are still discussing placement; gas pumps are not available.
- OLD BUSINESS
- DISCUSSION & POSSIBLE ACTION – Bylaws Revision
President Walker thanked the Bylaws Committee for their work and then read aloud (and the Board voted upon) the proposed changes for each Bylaw:
Section 5.2 Election Terms. Three (3) members shall be elected to the Board in November of each calendar year, for a three-year term, to replace those Board members whose term will have expired. Newly elected Board members shall take office at a joint meeting of the Board at the first meeting in December, following the annual meeting of Members. Newly elected members shall be entitled to attend any meeting of the Board after their election has been certified but they shall not be entitled to vote until the first meeting in December. (NO CHANGES UPON ADVICE OF COUNSEL)
Section 5.3 Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association at which a quorum (as defined in Section 9.5) is present in person. Any director may also be removed from the Board by the unanimous vote of the members of the Board, excluding the vote of the member being removed; however, such removal by the remaining Board members shall only be valid if the removal is for the violation of Board rules in the area of confidentiality, violation of fiduciary duties, violation of Board Code of Ethics, conviction of a felony, or crime involving moral turpitude. The remaining Directors may elect to not replace a Director removed under this Section if less than one year remains on such Director’s term of office. Motion made by Director Melody Vidaurri; seconded by Director Rene’ Castilla. Yes votes – Dee Kirk, Melody Vidaurri, Ron Ryder, Rocky Walker, Rene Castilla. Abstained (No) votes – Dene Huettel, Floyd Garrison, Joe Bledsoe, Ray Vogt.
Section 6.3 Quorum of Directors. A majority of the number of directors shall constitute a quorum for the transaction of business. Except as otherwise specified in the Bylaws, every act, or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. Directors may not vote by proxy. Motion made by Director Melody Vidaurri; seconded by Director Rene’ Castilla. Discussion by Director Melody Vidaurri to not use/allow proxies. Yes votes – Dee Kirk, Melody Vidaurri, Ron Ryder, Dene Huettel, Rocky Walker, Rene’ Castilla. Abstained (No) votes – Floyd Garrison, Joe Bledsoe, Ray Vogt.
Section 7.1 Nominations and Elections. (1) A Nominating/Elections Committee shall be appointed by the Board of Directors no earlier than the December regular meeting of the Directors and no later than the following February regular meeting of the Directors. The Nominating/Elections Committee shall consist of six (6) members of the Association, one of which shall be an appointed member of the Board of Directors to serve as Chair of the committee. No candidate seeking a position of the Board of Directors shall be a member of the Nominating/Elections Committee. The President of the Board shall not be a member of the Committee; neither shall any relatives (spouse, parent, child, sibling, grandparent or significant other) of sitting Directors serve on the Committee. The Nominations/Elections Committee shall serve from the time of appointment until the close of the next annual meeting of the Association. Motion by Director Rene’ Castilla; seconded by Director Melody Vidaurri. Passed unanimously.
Section 7.2 Election. Election to the Board of Directors shall be by written ballot. At the election, the members who are charged one or more full maintenance charge will be entitled to one vote for each maintenance fee charged. No member shall be required to cast a vote for all vacancies and no member may vote proxies. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. Voting can be in person on the day of the election or by Absentee Ballot via Mail-in. Members may not vote by proxy. When voting by mail ballots, such ballot shall be sent to the Members entitled to vote no later than thirty (30) days prior to or earlier than sixty (60) days before the date of the election, and the date set for tabulation shall be stated on the ballot. The mail-in ballots may also or alternatively be contained in the newsletter for Hilltop Lakes or placed on the website of the Association. 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. The newsletter shall be sent to the Member’s address last appearing on the books of the Association. Ballots received after the date and time stated on the ballot shall not be counted. The determination of eligibility and tabulation of votes shall proceed under the supervision of not less than five (5) voting members, one of which must be a current member of the Board of Directors. Following tabulation, all ballots shall be sealed and retained by the Association for a period of three (3) years after the effective date of said vote. A tie vote shall be decided by lot. Motion by Director Rene’ Castilla; seconded by Director Melody Vidaurri. Discussion by Director Melody Vidaurri – 6,000 ballots mailed in previous elections with 10% return rate; we have an inactive voting list. Nominations Committee is trying to make our process honest and put integrity into our elections. Language came from Texas state laws. Sending postcards to notify of changes. Results will be by Scantron. Yes votes – Dee Kirk, Melody Vidaurri, Ron Ryder, Dene Huettel, Rocky Walker, Rene’ Castilla. Abstained (No) votes – Floyd Garrison, Joe Bledsoe, Ray Vogt.
Section 7.4 Vacancies on the Board. Any vacancy occurring in the Board of Directors (except by removal under Section 5.3) may be filled by the affirmative vote of 2/3rds of the remaining directors and any director so chosen shall hold office until the expiration of the original term for which the vacant position was originally elected. 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. Any newly created directorship shall be filled by election at an annual meeting of Members or special meeting of Members called for that purpose. When one (1) or more directors resigns from the Board, effective at a future time, a majority of the directors then in office, including those who have so resigned, may fill such vacancy, vote on the vacancy to take effect when such resignation becomes effective. If by reason of death, resignation, or otherwise, the Association has no directors in office, any officer or Member may call a special meeting of Members for the purpose of electing the Board of Directors. Motion by Director Rene’ Castilla; seconded by Director Melody Vidaurri. Passed unanimously.
Section 9.5 Quorum. The presence at the meeting of Members entitled to cast a vote, one hundred and fifty (150) members will constitute a Quorum. Absentee ballots or mail-in ballots do not count toward a Quorum. If however, such quorum shall not be present, the meeting will commence for discussion only, no action will be taken. Motion by Director Melody Vidaurri; seconded by Director Rene’ Castilla. Yes votes – Dee Kirk, Melody Vidaurri, Ron Ryder, Dene Huettel, Rocky Walker, Rene’ Castilla. Abstained (No) votes – Floyd Garrison, Joe Bledsoe, Ray Vogt. Passed.
New Section to Bylaws
Section 10.9 Executive Committee. The President, Vice-President, Secretary, and Treasurer comprise the Executive Committee which shall between meetings provide organizational oversight and direction on daily operations and to advise the board on business matters and decision that require Board approval. Motion was made by Director Castilla; seconded by Director Garrison. Passed unanimously. Discussion by Director Vidaurri said we don’t have a General Manager so the Executive Committee makes decisions. President Walker added the final decision is up to the President, but together with the Executive Committee seeks wisdom, so we addressed it legally in our Bylaws.
President Walker thanked the Bylaws Committee.
Director Ron Ryder asked for clarification of the Code of Ethics and was told by Director Rene’ Castilla that we no longer have a Code of Ethics attached to the bylaws. Director Vidaurri asked Property Owners during elections to know how their future Board members stand regarding ethics.
- DISCUSSION AND POSSIBLE ACTION – Security Contract
Motion was entered by Director Castilla to accept Apache Security Service, LLC. as our new Security firm. Director Vidaurri seconded. Vote was unanimous. President Walker thanked the Leon County Sheriff’s Office. They have good officers and did a good job, but we need to look at what is best for Hilltop Lakes’ future.
- DISCUSSION AND POSSIBLE ACTION – Restaurant Contract
Motion was entered by Director Castilla to enter into contract negotiations with Nash and Slayton Murray. Directors Vogt and Garrison seconded. Director Vidaurri thanked both vendors for raising the bar and doing an excellent job on their proposals. Vote passed unanimously. The Murray brothers said they want to make Hilltop a destination place again. President Walker stated they will specialize in Italian food, but will offer American cuisine, cater and deliver within Hilltop. In order to move forward and for Hilltop to be Hilltop we need a restaurant. Target date for opening is mid-September.
- NEW BUSINESS
- DISCUSSION AND POSSIBLE ACTION – Maintenance Fees for Active Sellers
Director Vidaurri presented a proposal requesting a change in the criteria for maintenance fees to individuals and/or real estate agents wishing to purchase unimproved lots for the sole purpose of resale. The goal is to get lots back into inventory as quickly as possible; lots do not have to be contiguous nor non-collectible. For any and all changes in ownership of a lot, the new owner, not the active seller will be assessed the current monthly assessment fee of $35. In order to maintain Maintenance-Fee Waiver Status, sellers must reduce their inventory by a minimum of twenty percent (20%) annually. Failure will result in an additional maintenance fee until the lots are sold. Assessment fees haven’t increased since 2007; we don’t want to raise them now. We want to bring in money from selling lots. These lots do not give voting privileges but are for the purposes of resell only.
Director Vidaurri made a motion to accept the Proposal for the Maintenance Fee Waiver Status. Motion was seconded. Director Bledsoe asked who would pay the attorney fees. Marketing Lots Committee member John Lagravier explained that the law firm would collect those fees. Director Garrison questioned those costs further and expressed concern that we are voting without a contract. A contract will be provided. Vote was unanimous.
- TREASURER’S REPORT – Director Rene’ Castilla presented the 6/30/2018 Income/Expense Statement.
Total Current Actual Income $247,501
Total Current Budgeted Income $232,939
Total Current Variance $14,562
Total Current Actual Expenses $189,810
Total Current Budgeted Expenses $215,636
Total Current Variance $25,825
Balance Sheet as of 6/30/2018
Total Operating Accounts $846,966
Total Other Cash Accounts $108,187
Designated Funds $17,426
(Golf Cart;Trail Fee; M/M)
Total Checking/Savings $972,581
Total Other Current Assets $291,881
- PRESIDENT’S REPORT – President Rocky Walker
Short, Medium and 5 Year Goal Sheets were reviewed:
Short Term Goals – Achieve in 12 months or less –
Design and create new interactive web page
February Board training on bylaws, 209
Create new committees and guidelines
Hire staff with GAAP knowledge
Overlook Restaurant complete and ready for business
Kickapoo Club open for business
Medium Term Goals – Achieve in 36 months or less –
Establish priorities for improvements to existing amenities
Revise bylaws bi-annually and as needed
Inspect one dam each year until completed
Improve roads and buildings
Post street signs and traffic signs
Replace equipment, trucks, mowers, carts, etc.
Replace/repair fishing piers
Maintain stables; develop horse trails for trail rides
Promote and market golf packages
Aggressively market lots
Replace bulkhead at Tonkawa Dam;
Long Term Goals – Achieve in 60 months or less
Add RV pads and long-term spaces to campground
Corporate business involvement
Develop cottages in certain sections
Plans for hotel renovations and upgrades
Plans for general store with gas and groceries
Replace sprinkler system on golf course
Extend water retention system to additional sections
Apache Security is located in Bryan, close by, and we are probably the biggest POA client he has. He has worked with us. We will hold a Meet and Greet with him and he will attend our Thursday night POA meetings. He has GPS in his cars and will know if one has been sitting too long. We will contract for 90 days and extend for one year, if things go well.
Work with our Water Dept was added to our 5 year Plan so we can begin marketing our Lots program.
- ADJOURN – Motion was made, seconded, passed unanimously and meeting adjourned at 8:58 PM.
Respectfully submitted by Dene Huettel, Board Secretary Date