Board of Directors Meeting Minutes
Location: Timberdale Ranch, CR 504, CO
Tim Block, Lucy Bryson, Jamie Enns, Kelly Jesse, Elizabeth Lutes, Jim Tencza, Brad Treadwell
Preston Goetzke (caretaker), Gary and Cathy Macklin, Loraine Sufficool
Meeting was called to order at 6:00 pm.
1. Elizabeth reviewed the process of updating the By-Laws.
*The Board basically started with a template provided by the state and made very few changes.
*The Board changed the fiscal year to run from October 1 – September 30.
*The Board discussed the issue of the budget at the annual meeting. A quorum for the annual meeting requires 30% of the 88 lots to be represented, i.e. 26 lots. Attendance at the meeting can be achieved by the presence of the actual member, by a designated representative, or by a proxy ballot. The budget can be vetoed by the majority of lots represented whether or not they constitute a veto qualifying quorum of 67%. In the absence of a veto, the proposed budget is approved.
To update the Covenants, we need 67%, that is 59 of 88 lot representatives to approve the new CC&Rs for them to pass and go into effect.
*The new By-Laws will allow the Board to make actions via e-mail but all major decisions will still have to be discussed at an open Board meeting where members can be present.
*The Board will also be creating another document called the Rules and Regulations upon the advice of our attorney. Elizabeth had a sample copy from our attorney and Jamie and Brad volunteered to look at these and create a new document for TROA. The Rules and Regulations will include many items which used to be in the ARS. They basically cover what’s allowed in Timberdale on a daily basis.
Jamie made a motion to accept the new By-Laws. Elizabeth seconded the motion and the rest of the Board voted in favor. The new By-Laws were approved.
2. Next item on the agenda was the review and approval of the Responsible Governance Policies (R.G.P.)
*Jim shared that most of this new document is from the Colorado Revised Statutes 2019, Title 38, Article 33.3. The original name for the new TROA R.G.P. was the Operating Agreement. Jim suggested we create an electronic file of all the email communications between board members and our attorney.
* Jamie asked about the wording in Policy #5, Item 4 with regard to “notice to right and hearing” around annual dues. Elizabeth emphasized that the wording in the document with regards to Policy #5, Item 4 has been approved by our attorney. According to Jim, the board has 3 form letters which can be sent out to members who are late in paying their dues. There is a separate process for violation of rules.
*Elizabeth discussed one open issue we need to figure out around Policy #2, Article 2 with regards to the storage of documents. She wondered if they needed to be stored in paper form in the office or if we could store them electronically. If we do decide to store them electronically, which form is the best for this; the Cloud or a thumb drive? We decided to leave the wording as is in Policy #2, Article 2 for the time being. The record of owners will be stored in the office in paper form. Setting up a formal electronic storage is something that can be addressed later.
Brad made the motion to accept the new Responsible Governance Policies. Jamie seconded the motion and the rest of the board voted in favor. The Responsible Governance Polices were approved.
Jim thanked all of the board members who put in so much of their time to create these two new documents.
3. There was a brief discussion with regards to the By-Laws Article IV, Section 19 concerning working Board sessions. The Board can decide to have a working session outside of a regular Board meeting. We’ll post a notice of this working session and members are allowed to come and sit in on the session but the Board won’t accept any public comments and there won’t be any voting at a working session.
4. Road maintenance:
*There was much discussion of funding for road maintenance. Since the Board is operating without a budget until the annual meeting, we attempted to come up with a dollar amount we all felt comfortable with to allocate to road maintenance. After much discussion, we realized we needed more information in order to make a decision. At the next meeting, Jamie will bring the current checking and saving account values and any anticipated expenses he sees that need to be paid before the new budget is approved. Once the Board has these figures, we can make an educated allocation of funds to road maintenance. Brad and Preston will come up with an estimate for the road work they think necessary.
*Once the Board allocates funds to road maintenance, Preston and Brad have worked out an arrangement where Preston will do the tractor work and TROA will purchase the gravel and rent equipment. This will allow TROA to do the road work more cost effectively.
5. The financial report was covered while discussing road maintenance.
6. The annual meeting was scheduled for August 1st, 2020.
7. A working Board session was scheduled for Saturday, April 11th at 10 am to work on the Covenants and Rules and Regulations documents.
8.Next Board meeting is scheduled for Tuesday, April 14 at 6 pm. At this meeting we’ll discuss the strategy and process of how to handle the voting for the new Covenants.
9.There’s no update on the litigation.
Meeting was adjourned at 7:22 pm