(Note: Official minutes of the meeting will be published on the SIPOA website following their approval at the Board meeting.)
President Ed Houff opened the meeting by explaining that this was a special meeting and therefore the only items to be discussed are the ones on the agenda.
- The first order of business was the appointment of a Board Member to fill the vacancy left by the recent resignation. In response to a motion to for the Board to elect Lynn Crane to complete the unexpired term through the annual meeting in February 2018, Phil Squire raised three observations:
- He believed that while the Board has the authority under the bylaws to elect the replacement director, the process to select a new board member should cast a wider net.
- He believed that the Board could have worked with the Nominating Committee to find someone that brings broader diversity to the Board.
- The Bylaws section 5.1.3.c indicate that no husband/wife can serve on both Nominating Committee and SIPOA Board at the same time. Because of uncertainty about the application of Bylaws Section 5.1 and the limitations on Special Meetings that would not permit additional items to be added to the agenda, the motion was tabled for later action
2. Resolution regarding Disclosure Policy for members of the Board of Directors. This Motion was intended to establish a policy of financial disclosure for all Directors both as a part of the annual Conflict of Interest statement, and also on an as-occurring basis, if the Director experiences an event involving financial difficulties that could affect the Director’s status as a Property Owner in Good Standing (a prerequisite to become and remain a Director). The motion to adopt the Disclosure Policy was approved.
3. Resolution regarding Contract Policy. This motion was intended to ensure that before any contract for an aggregate amount greater than $50,000 could be presented for Board approval, both the Finance and Legal Committees would be required to consult with accounting and legal experts and report to the Board concerning the impact of the proposed contract on SIPOA’s tax consequences and any implications for SIPOA’s non-profit status. The motion was passed. Discussion about the motion also included a suggestion that all Board members should be able to review such proposed contracts sufficiently in advance of the requested approval to understand the conditions and terms. In that connection, concerns were expressed that dissemination of proposed contract contents generally could adversely affect the confidentiality of the contract negotiation process. The Board will review potential avenues to address these concerns in future discussions.
4. The meeting was opened for questions from attendees. After a few questions, the Board entered an Executive Session.
5. When the Board emerged from Executive Session the Board voted to authorize the filing of foreclosure actions against two delinquent properties, and approved a contract for new gate software for passes.
There were no further items on the agenda for this special meeting, so the meeting was adjourned at approximately 9:55 a.m.