RED LODGE COUNTRY CLUB ESTATES PROPERTY OWNERS ASSOCIATION (POA)
P O Box 501, Red Lodge, MT 59068
BOARD OF DIRECTORS QUARTERLY MEETING MINUTES
October 18, 2019
The October 18, 2019, 4pm, Board of Directors (BOD) Meeting was held at the Red Lodge Area Community Foundation, 122 Hauser Ave S, Red Lodge, MT.
Present: Wally Tate (Chairman), Dave Quinn, (Secretary/Treasurer), Board Members: Joe Johnson, Sue Roi, Sue Glock, Barc Corbus, Larry Martin
Via Tele-Conference: Clay Cummins (Vice Chairman), Dan Siefert
Three property owners of RLCCEPOA were in attendance. (David and JoAnne Kirkman, and Steve Roi)
Introduction of new Administrative Assistant (AA), Cindy Millard. Briefly discuss meeting protocol concerns raised at our last Board meeting (Wally):
-Wally requested that only Board Officers give direction and tasks to the AA. Board members that have requests and assignments for the AA, are to give requests and assignments to a Board Officer to be reviewed and assigned to the AA.
-Sue Roi asked if the meeting could be recorded. Wally said he had added that requested agenda item to a designated place on the agenda and it would be discussed at that time.
Approval of minutes from September 6, 2019 Board meeting (Wally):
-Sue Roi added her last name to one place in the minutes for clarification of Sue Roi or Sue Glock. Sue Roi also changed one typo. AA took the changes and will make them to the minutes (done and posted).
-Wally requested that all changes be sent via email to the President prior to the Board meeting to expedite the meeting.
-The minutes were accepted as amended.
Discuss and approve the 2020 RLCCEPOA budget (Dave):
-The proposed 2020 budget was emailed by Dave on October 9 to all Board members.
-Sue Roi asked about non- profit bulk mailing options. Dave has researched this and reported limited non-profits qualify for this benefit. At this point the RLCCEPOA does not qualify.
-Wally reminded the group the POA assessment will be decreased in 2020 to $15.00, and that a $50,000 reserve was agreed upon at a past Board meeting.
-Questions were asked about costs of the annual meeting, postage, and newsletter. The line items were discussed and questions answered by Dave and Wally.
-A conversation about sending the newsletter via email to save money transpired. We do not have all owners email addresses, and some owners don’t have or won’t provide an email address. Black and white versus colored hard copy is an option. It was agreed a hard copy newsletter would continue twice per year.
-A motion was made by Joe: “To accept the 2020 budget”. A 2nd was given by Larry. The motion carried.
Report on collection of delinquent POA assessments (Cindy):
–Currently, 18 Property owners (including JD Development) have not paid their 2019 dues. Emails, phone calls, letters have been sent twice to solicit the funds. Efforts continue to collect the 2019 dues.
Discuss and generate actions from the legal review of the annual meeting vote on the proposed golf course fee (Clay):
-The legal opinion dated October 17, 2019, from Crowley Fleck PLLP Attorney Renee’ L. Coppock, was emailed to the Board the same day. A conversation regarding the letter ensued. It was understood that the vote at the property owners meeting was improper based on this legal opinion.
-A motion was made by Clay: “Based on legal advice and counsel, the 2019 owners meeting vote was invalid and should be tabled until 2020 and reviewed at the next Board meeting”. A 2nd was given by Barc. The motion carried.
-It was agreed the Chair would notify the POA members and Declarant as soon as possible. Specifically, Wally will craft an explanation to the property owners in the upcoming newsletter, and compose an email for Board review to send property owners.
-Wally thanked Clay for getting the legal opinion in a timely manner and thanked Renee’ for a short, succinct written review.
-As Renee’ offered to answer questions, Wally requested the Board review the legal report and send any questions to Clay and copy the Board. Clay will compile the questions and forward to Renee’.
Status of Diamond C Trail project (Dan):
-Dan reported the Beartooth Recreational Trails Association (BRTA) has three contractors expressing interest in the project. A Request for Proposal (RFP) will be published soon.
-Weather permitting, the work could begin this fall. If not, in the spring.
-The RLCCEPOA funds toward this project are included in the 2020 budget.
Review of Bylaws (Sue):
-Sue suggested the bylaws be reviewed and adjusted in accordance with Montana Nonprofit Corporation Act soon, and be updated on a yearly basis.
-Larry stated that no organization he is aware of completes annual bylaw reviews, yet he understands and agrees that the RLCCEPOA may benefit from review by the 2020 owners meeting.
-Most Board members agreed that a review would be beneficial and once complete, discuss how often they should be updated. It was decided that a special meeting would occur in the spring with the entire Board to review the bylaws.
-A motion was made by Sue Roi: “To hold a special Board meeting in the spring specifically to review the bylaws of the RLCEPOA”. A 2nd was given by Larry. The motion carried.
Audio recording of all meetings (Sue Roi):
-Sue Roi understood that former AA Sandra recorded meetings for the purpose of accurate minutes documentation. Discussion ensued from members regarding the legalities of recording on a phone and that person’s phone potentially being subpoenaed. Others felt it would deter members from open discussion, and could complicate the meeting. Further questions/concerns regarding where, how long minutes would be posted, and the cost of quality equipment.
-A motion was made by Sue Roi: “To record all Board meetings”. A 2nd was given by Barc. The motion was denied.
-Sue Roi suggested another motion to investigate recording equipment and applications. Wally suggested Sue conduct research and report back at a future meeting.
Email notification of all meetings to property owners (Sue Roi):
-Sue reported that property owners have asked her when Board meetings are, and that an email notification would be beneficial.
-Wally reminded that Board meeting details are posted on the RLCCEPOA website. The Board is given email notice and reminders by the Board Chair.
-Most agreed that many owners don’t take the time to review what all is posted on the website.
-Dan stated the bylaws are not clear to him who should be given notice regarding the Board meetings. Dan is in favor of transparency, and suggested this would be a good topic for the bylaws review.
-It was noted that if more owners attended Board meetings, a larger meeting space may be needed.
Pursuit of Declarant Status (Sue Roi):
-Sue Roi requested clarification of the Board’s pursuit of Declarant status.
-Wally clarified that when Clay was Board Chair, he was pursuing it, however, he did not reach the required numbers. It is currently “dormant”, and not being pursued by the current Board Chair.
-It was agreed by all that it could be brought back and pursued at a future time.
-A motion was made by Larry: “The Board is not currently pursuing declarant status, but has the ability to put it on a future agenda”. A 2nd was given by Clay. The motion carried.
Covenant enforcement (Sue Roi):
-Sue Roi discussed that as RLCCEPOA are not the Declarant, we cannot enforce the covenants. Several years ago, a “friendly reminder” of the covenants was sent.
-Wally agreed these were good points and could be a topic for the upcoming newsletter.
-Sue will draft a letter for the upcoming newsletter and submit to the Board for review.
Select Date and Time for the next quarter Board Meeting:
Friday, January 31, 2020, at 4pm. Red Lodge Community Foundation office.
Chairman Wally Tate thanked everyone and adjourned the meeting at 5:10 PM.
Respectfully submitted by: Cindy Millard, Administrative Assistant, October 22, 2019.