Bridger Creek Subdivision Community Association
Annual Membership Meeting
Minutes of Meeting – 7pm, May 5, 2008
The meeting was called to order at 7:10 PM at the Northwestern Energy meeting room by President Kim Janzen. Secretary/Treasurer Sharyn Anhalt announced that a quorum was present with 164 votes present in person or by proxy. 162 votes are needed for a quorum.
The treasurer's report was presented by Secretary/Treasurer Sharyn Anhalt. The 2007 profit/loss statement was distributed with the notice of annual meeting sent to all members. Sharyn reported that as of March 31, 2008, the association had a cash balance of $17,287.33. The Board was able to reduce expenses over the past year, by cutting back on watering and mowing of the phase 1 park grounds, minimizing mailings to members, and by performing some administrative functions with volunteers. Members were reminded that the next dues assessment will be sent July 1, 2008, which will put the association on track for reporting income/expenses on a fiscal year July-June period.
There was a question from the membership regarding the disputed legal fees with Rhett Nemelka. The Board has filed with the Montana State Bar for fee arbitration regarding these legal fees, and the hearing is scheduled for May 29, 2008. Mr. Nemelka has refused to provide the Board with the Association's legal file.
Parks & Trails Committee Report – presentation by Stuart Jennings, committee chair. Stuart provided a very informative history of Parks & Trails projects since 2002, along with some ideas for future improvements. Stuart would like to present the future plans in more detail, and has scheduled a meeting to discuss Parks & Trails planning. The meeting is scheduled for Wed May 21, 2008 at 7PM at the Bozeman Public Library meeting room.
Community Design Committee Report – Les Fischer, committee chair, gave a brief report regarding plans that were approved over the past year. The three lots owned by Golf Course Partners along Birdie Drive have been rezoned for multi-family units, and construction will begin shortly. A reminder was given to members that improvements to the exterior of homes must be presented to the Design Review Committee prior to beginning any projects.
Covenant & Bylaw Review Committee – this was a new committee formed this past year to review our Covenants and Bylaws, and suggest possible changes. Paul Gianas worked on reviewing the Bylaws, and his suggestions formed the basis of the survey that was sent to members last January. Based on the mixed results of the survey, the Board decided to not prepare any items for a vote at this annual meeting, but Paul informed the members that he planned to present a motion to have the members vote during the "new business" section of the agenda.
The July 2008 to June 2009 budget was presented and approved unanimously by the membership.
Board elections – two Board positions were open, but prior to the meeting no nominations had been made. Ernie Vyse nominated member Lindy Halverson; the nomination was seconded and the election was unanimously approved. Paul Gianas offered to run for the second board position, but informed the members that he would resign within the month, allowing the Board to appoint a replacement. Before that could be discussed, Meredith Tate nominated Jerome Nelson for the second position; the nomination was seconded and the election was unanimously approved.
The new business section of the agenda was opened, and Paul Gianas moved to present amendments to the Bylaws. The Secretary of the meeting, Sharyn Anhalt, explained to the members that these amendments could be voted on at the meeting, even though they were not listed in the Notice of Annual Meeting, as long as 60% of the members present approved that they be added to the agenda for a vote. The vote was taken to approve adding these items to the agenda; 103 votes to approve, 44 opposed. 99 votes (60%) were needed for approval, so these items were added to the agenda for voting. 98 votes, or 60% of a quorum of members, are required for approving amendments to the Bylaws.
Item #1
Bylaws Article IV Section 4 Quorum and Proxy Voting to be amended as follows:
At any membership meeting, a quorum for the transaction of business shall consist of at least 40% of the eligible voters either by their presence in person or by proxy.
And
Bylaws Article X Amendments to be amended as follows:
- Amendment procedure. The bylaws may be amended at a regular or special meeting of the members by a 36% vote of the total membership or a majority of those present in person or by proxy, whichever is greater. Provided further that any matter stated herein which is not in accordance with the restrictive covenants may not be amended except as provided therein.
The intention of this amendment is to reduce the quorum requirement for the annual meeting to 40%, while maintaining the minimum voting requirement for amending the bylaws. The bylaws currently provide for amending with approval of 60% of a quorum – 60% of 60% equals 36%. The added provision for "a majority of those present" provides that the bylaws amendment could never pass with a minority vote of those present at the meeting. Voting results = 115 in favor (98 required for approval). Amendment passed.
Item #2
Bylaws Article VI Section 4, Directors Meetings, 4. Quorum to be amended as follows:
At all meetings of the Board, three members of the Board of Directors shall constitute a quorum and, except as otherwise provided by law or the bylaws, the act of a majority of the Directors shall be the act of the Board.
The intention of this amendment is to reduce the Board Meeting quorum requirement to 3, while still requiring the approval of 3 directors to take any action. Voting results = 150 in favor. Amendment passed.
Item #3
Bylaws Article IV, Meeting of Members, amend by adding section 6:
6. Parliamentary Procedure. The parliamentary procedure to be followed at the Annual or Special Meetings of the members shall be Robert's Rules of Order, latest edition.
The intention of this amendment is to establish an accepted method of conducting meetings for members. The amendment as voted at the meeting included language that applied to Director's meetings; since Article IV only applies to members meetings, that language was deleted from the final version. Voting results = 152 in favor. Amendment passed.
Item #4
Bylaws Article VI, amend by adding section 5:
5. Attendance at Directors Meetings. Directors meetings shall be open to all members, and minutes of any Directors meeting shall be available to all members.
Voting results = 152 in favor. Amendment passed.
Item #5
Bylaws Article VIII Officers, to be amended as follows:
- Officers. The officers of the Association shall be a president, one or more vice presidents, a secretary, and a treasurer. The officers shall be members of the Board of Directors, with the exception of Treasurer, who must be a member of the association.
The intention of this amendment is to allow the Board of Directors to appoint a treasurer who may have greater expertise than the Board Members in financial matters. Voting results = 115 in favor. Amendment passed.
Other new business:
A member asked whether reduced fees for golfing could be negotiated for members. Dorick Sauvageau, the Golf Course Partners representative, noted that it was doubtful, but he would check.
A member requested that the covenant requirement for lighting be reviewed. There are many lights on homes that appear to not point downward as required.
Carl Olsen asked that the minutes reflect the appreciation of the members for the efforts of the Board this past year.
The meeting adjourned at approximately 10:15 PM.
Submitted by: Sharyn Anhalt, Secretary/Treasurer
