The Board of Directors will take one more crack at finalizing the rewritten Seven Lakes Landowners Association [SLLA] Bylaws before taking a final vote to approve the document. Final approval was expected at the Friday, January 31 SLLA Open Meeting, but a single section that expands the Board's decision making powers drew objections from Director Bob Racine.
At issue is Article V, Section 8, which would give the Board the power to make decisions outside of a public meeting — something the Board of Directors are not allowed to do under the current bylaws.
Article V, Section 8 of the new bylaws reads:
Actions taken Without a Meeting. Any action permitted to be taken at a meeting of the Board may be taken without a meeting if the action is taken by all Board members entitled to vote on the action. The action shall be taken by written consent describing the action taken, signed before or after such action by all members. A consent under this section has the effect of a meeting vote and may be described as such in any document.
Board asked for revision
During their Monday, January 6 Work Session, the Board had agreed to change the language to allow decision without a meeting in emergencies or when urgent action is required.
SLLA Management had forwarded that request to Attorney Jim Slaughter, a specialist in the law governing homeowners associations that the Board retained to help rewrite the bylaws. Slaughter advised against the change, recommending that the new Article V, Section 8 remain as written.
Director Bob Racine asked SLLA Manager Ray Sohl why Slaughter did not make the change the Board had requested.
“The Board requested that we add the language, that the action taken by the Board [outside of an open meeting] must be for emergencies or for time sensitive matters," Racine said. "This is now omitted from the latest draft in the bylaws. The attorney said not to change the language, [which was] taken from Non-Profit Act. I do not believe we are subject to the Non-Profit Act, as we were created prior to February 1, 1991. If we are not subject to the Non-Profit Act, then why should he prevent us from adding this language?"
"We all remember what happened in the not-too-distant past," Racine added, "when meetings were called and action taken in nonpublic meetings.”
As discussion among Board members and the manager continued, it was not clear whether Slaughter's language in Article V, Section 8 was required by the Non-Profit Act.
Sohl noted that, in fact, some provisions of the Act applied to the Association.
“You are subject to the Non-Profit Act," Sohl said, "approximately one-third applies to associations formed before 1991.”
Is it required, or recommended?
Racine asked whether the proposed language was in fact legally required or was simply Slaughter's recommendation.
“Why are we now required?" Racine asked. "All we have to do is have a meeting. According to the language in the proposed bylaws, you can make a decision, agree to it in writing, and it will be the same as if we came and had an Open Meeting. I don’t wish that to happen again. I have seen it in the past."
"If we asked to have that [restriction that decisions may be made outside of meetings only in the case of emergencies] put in, unless there is a specific legal reason, I don’t believe it should be there," Racine said. "The Board of Directors passed to have that put in.”
President Steve Ritter agreed that the language Racine suggested went against the attorney’s recommendation, but added that he did not know what was required under the provisions of the Non-Profit Act.
Despite the attorney’s recommendation, Racine held firm.
“But is it illegal?" he asked. We wanted to put it in. Just because he doesn’t want to have it in, unless it is illegal, then it should be put in. According to his language, if we all agree to it in writing, then it is the same as if it came to us in Open Meeting. We asked to have it put in. Unless there is a specific legal decision, then I believe it should be in there.”
Ritter agreed: “Unless it is illegal, I think it should have been put in.”
Do it once and do it right
The Board discussed whether or not to approve the bylaws with the condition that the controversial section would be investigated and brought to a second vote.
Director Conrad Meyer instead recommended tabling the matter and contacting Slaughter to clarify whether his recommended language in Article 5, Section 8 is required by law. The document would then be taken back to a Work Session in order to allow time for community review and input.
“We are going to vote on it once, and be done — and hopefully we won’t have to bring it up again,” Meyer said
The Board voted to table the matter for review at the Monday, February 10 Work Session.
