Board Meeting October 2024
Details:
Attendance: Tina Delatorre, Toni Pastorino, Brian Hill and Dunja Vla.
The meeting was held online via Teams
The meeting followed one hour long Zoom meeting between FCHA Board members and attorney Paul Ochmanek from KSN Law firm. The meeting was scheduled for 10/17/2024 at 6:00 pm. The following Board Members were present at the meeting: Suzanne Tuegel, Toni Pastorino, Tina Delatorre, Brian Hill and Dunja Vla.
Minutes from Meeting with Attorney
The meeting with our HOA lawyer was called as Board needed explanations regarding association’s bylaws for proposed changes to voting procedures for the upcoming annual Board members election during the Annual FCHA meeting. The Board also sought confirmation on the issue of Board Member compensation and clarification on by laws. The following was discussed during the meeting with Paul Ochmanek:
Is online voting for Board Members valid? In the bylaws, Article IV 4.01 states “voting members may vote in person or by proxy.” No mention is made of on line voting. If valid, what IL rules and regulations govern on line voting for HOA? We have read that on line voting can take place using only the most advanced technology available. Can you confirm what type of technology program we need to use?
Voting procedures, including on line voting, cannot be changed without amending the bylaws.
Technology use for future online voting is discretionary.
Compensation of dues to board members - Covered in Article VI, Officers, 5.11: “The officers shall receive no compensation for their services except when expressly provided
In a resolution duly adopted by 75% of the Voting Members.” This compensation was approved in 2021 during the Annual Meeting, but it appears that no correct steps were followed as per bylaws.
Board members and homeowner-property managers should not receive compensation or discounted assessment fees. The past Board members who received this compensation since 2021 will be requested to return said compensation. The lawyer stated that it is possible to provide a staggered deadline for gradual repayment of the fees and also that a lien can be placed upon the residence of non-paying Board members, but that will be a Board business decision.
Since the bylaws allow the Board to employ an agent to perform work for FCHA, it was agreed that the previous Property Manager need not return any compensation for services rendered.
Note that the Board discovered this breach of bylaws and took immediate steps to correct it. We also plan to inform the homeowners at the next annual meeting of this. To date, 5 of 6 previous and current board members have already voluntarily returned funds to the FCHA.
Is a simple majority sufficient to proceed with board matters such as approving the budget, instituting on line voting, the appointment of a property manager, and other board issues and concerns?
Board member decision require a simple majority (3/5).
Changes to bylaws need the board to craft and approve the change by a simple majority and then said change must be voted on by the homeowners for the change to be enacted into the bylaws.
Can the bylaws be updated with more readable language?
It was concluded that bylaws should be reviewed and updated to reflect the current Illinois laws. This was done the last time 30 years ago. Typically, these updates should be done every 10 to 15 years.
The Board meetings are required to be announced to all homeowners 48 hours prior to the meeting and they are to be open all homeowners. Executive Board meetings are just for the Board members.
The Board should decide if the role of the Property Manager should be appointed to a professional management company, or if the homeowners will continue to be appointed for this role. Compensation options and insurance for the Property Manager need to be reviewed.
All bylaws should be followed.
Minutes from the Board Meeting
Property Manager’s Position
Property Manager, Joe Scarpino notified the Bord on October 2, 2024 that he is stepping down from this position. He was replacing his wife Kathleen Scarpino since the middle of the summer 2024. Both of them stepped down for personal reasons.
The new interim Property Manager needs to be appointed since contracts for landscaping, pond and weed control need to be finalized prior to 2025.
Susan Pinsel was proposed and voted by all four present Board members to be an interim Property Manager for the next six months. Susan held this role in the past and is very experienced in negotiating these renewal contracts.
Annual Meeting
The Annual FCHA Meeting is proposed to be held on December 10, 17 or 18. Board members will call Rondout School, LHS, Lambs Farm, neighboring church and Northshore Distillery to inquire for the meeting space. The Board will pay a reasonable rental fee if necessary. Information about the available space should be gathered by October 25, 2024. The date of the meeting will be determined based on the meeting space availability.
Homeowners will be notified about the Annual Meeting via distributed hard copies including meeting agenda, proxy and ballots. “Hold the date” email will be sent to all homeowners as soon as the date of the meeting is confirmed.
Provision will be made for early voting at a declared time and place.
All votes placed for Board Members at the Annual Meeting will be cross-checked with a list of homeowners in order to prevent double voting.
The Next Board Meeting
The next Board meeting is scheduled for November 19, 2024 at 7:00 pm via Zoom or at Northshore Distillery.
Resignation from Board President
Suzanne Tuegel notified the Board via email that she has resigned effective immediately.