Sent: 18 November 2015

To: Governing Documents Committee

From: Ronald Duncan

Subject: Draft Bylaw Changes for Golf – Comments

Comment 1: Article I, Section 1.04:

This should be amended by adding the phrase ‘as further restricted by the Articles of Incorporation and NRS 82.’

Comment 2: Article II, Section 2.02, subsection b:

Change “…as authorized or directed by the Board.” to ‘…as authorized by the Board of Directors in conformance with the approved budget.’

Comment 3: Article II, Section 2.05:

Change “Without limiting the generality of the foregoing, the chairman’s rulings on procedural matters shall be conclusive and binding on all members, unless at the time of a ruling, a petition request for a vote is made by a majority of the members entitled to vote, in which case a decision of a majority of such members shall be conclusive and binding on all members.” To read ‘ …unless at the time of a ruling, a member in attendance, calls for a vote by a plurality of members present and entitled to vote, in which case a decision of the majority present shall be conclusive and binding…’ The need for a petition and the calling out of a majority defeats the purpose of a meeting. Adherence to Roberts Rules would be the easiest way around this issue.

Comment 4: Article II, Section 2.06:

Why was the reference to NRS 82.321 deleted? Which is more restrictive, NRS 82 or 116?

Comment 4a: Article II, Section 2.06:

For ArrowCreek, in addition to the name and address of the grantor, we would also need the Lot number to ensure the voting proxy is from a member in good standing and those should be recorded at the time the vote is cast.

Comment 5: Article II, Section 2.07, subsection a:

Delete the phrase “…without a meeting…” it makes no sense.

Comment 6: Article II, Section 2.07, subsection a.4:

Delete or significantly re-write. It totally makes no sense.

Comment 7: Article 2, Section 2.10:

Absentee ballots are not defined. Either we need to get them defined, and what role they play, or delete the term from this Article.

Comment 8: Article III, Section 3.01:

First sentence; What ‘Articles’ are being referenced? We have the Articles of Incorporation, we have the Articles of the Declaration, and now we have the Articles of the Bylaws.

Comment 9: Article III, Section 3.01, Second sentence: “The Board may delegate the management of the activities of the corporation to any person or persons, a management company or committees however composed, or otherwise delegate any owner or authority of the Board, provided that the activities and affairs of the Association shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.”

Need a comma after ‘committees. Delete or make clear what the phrase “delegate any owner or authority of the Board” means. I could see the Board delegating its power to the FOA, for instance.

Comment 10: Article III, Section 3.03, Second paragraph, First sentence: “Not less than thirty (30) days before the preparation of a ballot for the election of members of the Board, any director shall cause notice to be given to each member of the member’s eligibility to serve as a member of the Board.”

Insert after “…given to each member of the Association the…”

Comment 11: Article III, Section 3.03, Second paragraph, Last sentence:

Delete the words “or a nominating committee established by the Association”

Comment 12: Article III, Section 3.03, Third paragraph, a:

Change the word “unit” to ‘lot’

Comment 13: Article III, Section 3.03, Third Paragraph, b:

Change the word ‘secrete’ to secret

Comment 14: Article III, Section 3.03, Third paragraph, e & f:

“The secret written ballots must be opened and counted at a meeting of the Association.” The term ‘meeting’ has not been defined. In fact the voting is announced as being done in the presence of the community but not at a “meeting” chaired by who?

Comment 15: Article III, Section 3.03, Last paragraph:

Who’s this administrator that’s called out? I don’t recall a definition of that position.

Comment 16: Article III, Section 3.04, First paragraph:

Delete it as it’s redundant with the last paragraph of Article III.

Comment 17: Article III, Section 3.04, Paragraph a, Last sentence:

Add “be appointed by the Board with a majority vote of all Directors before such time to take office when the resignation becomes effective.”

Comment 18: Article III, Section 3.04, Paragraph b, First sentence:

Add “Vacancies in the Board shall be filled by appointing the highest failed candidate from the last Board election and ratified by a majority vote of all directors.”

Comment 19: Article III, Section 3.04, Paragraph f:

Add “Any director of the Board may be removed from the Board, with or without cause, if at a removal election is held pursuant NRS 116.31036, the number of votes cast in favor of removal constitutes at least 35 percent of the total number of eligible voting members of the Association; and at least a majority of all votes cast in that removal election are in favor of the removal.”

Comment 20: Article III, Section 3.06, First sentence:
“Regular meetings of the Board may be held on such dates and at such times as may be fixed by the Board, to occur at least once every quarter, and not less than once every one hundred (100) days.”
This makes absolutely No sense. A quarter is only 90 days so why the 100 day statement?

Comment 21: Article III, Section 3.06, Last sentence:

Change “Regular meetings must be held at a time other than during standard regular business hours of 9 a.m. to 5 6 p.m. at least twice annually.”

Comment 22: Article III, Section 3.08:

Last sentence; Change “A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, so long as a Quorum remains, if any action taken and is approved by at least a majority of the required quorum for such meeting.”

Comment 23: Article III, Section 3.09, Last sentence:

Change “Such right shall not apply to the personnel records of the employees of the Association, except for those records relating to the number of hours worked and the salaries and benefits of those employees; the records of the Association relating to another member, including, without limitation, any architectural plan or specification submitted by a member to the Association during an approval process required by the governing documents. ; or any draft document, including, without limitation, minutes of a Board meeting, a reserve study, a budget, and a business proposal if the document is in the process of being developed for final consideration by the Board, and has not been placed on an agenda for final approval by the Board.” The best time to change documents is prior to their respective approval. Final draft documents, at the request of a member in good standing should be available for review.

Comment 24: Article III, Section 3.10:

Change “In the event that the Board determines that the management of the Association would be benefitted by the establishment of one or more standing or special advisory committees, the Board may from time to time establish one or more such committees. The establishment of a standing or special advisory committee shall be effected by a resolution of the Board approved by the vote of the majority of the directors then in office, which specifically sets forth the charter which addresses the powers and duties delegated to such committee. Each such committee shall consist of one or no more than two directors, one of which shall serve as liaison to the Board. The term “standing committee” or “special committee” shall mean any committee appointed by the Board, which is authorized by specific delegation, without further Board action, to work at the direction of the Board pursuant to guidelines established by the Board. Notice of meetings shall be posted to the ‘official’ ACHOA calendar. , and Procedures for, meetings of standing or special committees shall be as prescribed by the chairman of each such standing or special committee and shall follow the same protocol as prescribed by the ACHOA. , and Meetings of standing or special committees may be called by the Board, President, or Board liaison of the standing or special committee.”

Comment 25: Article III, Section 3.11:

Change “The Board or the President may from time to time create and appoint such advisory committees as it deems necessary appropriate with specific charters that consist of no more than two directors or persons who are not directors, but such advisory committees shall not be deemed committees having the authority of the Board and shall not exercise any powers of the Board. Notice of, and procedures for, meetings of advisory committees shall be as prescribed by standard ACHOA practices. The chairman of each such advisory committee may call and announce, for public participation, and meetings of the advisory committees that may also be called by the Board, or the President or the chairman of the advisory committee.” The version submitted in the draft gives too much power to the president of the Board without appropriate over sight.

Comment 26: Article III, Section 3.12, subsection i:

Change “the amendment or repeal of the Articles, or adopting adoption of any plan or merger or consolidation with another corporation.”

Comment 27: Article III, Section 3.13:

ADD after last sentence ‘Such documented actions are to be made available for any member of the ACHOA’s review 9 calendar days prior to the aforementioned Board meeting.’

Comment 28: Article IV:

Comment ‘What’s missing are the specifics on which Board member is responsible for Operations and has the job of over sight of those duties. Additionally, the responsibility for over sight of the management company seems to have been overlooked. If the entire Board is responsible, then there is no over sight.’

Comment 29: Article V, Section 5.02:

ADD ‘as well as sound governance practices.’