Bridger Creek Subdivision Community Association
Special Meeting of the Board of Directors
Thursday, July 19, 2012
The meeting was called to order at 6:00 pm at the Bozeman Public Library large meeting room.
Board Members present: Sharyn Anhalt, Tim Russell, Erik Steckmest, Karin Jennings, and Dorick Sauvageau.
Members present: George Durkin, Bill Beebe and Kay Beebe.
Establishing Policy and Procedure for Requests for Records under the Bylaws
A request for inspection and copying of all BCSCA financial records was received by Sharyn, as President and Bookkeeper, from Tim and June Russell on July 9 via Registered Mail. The BCSCA Bylaws, Article IX on page 29 states: "The books, records, and papers of the Association shall, at all times during reasonable business hours, be subject to inspection by any member". The Russell's request demanded that the BCSCA bookkeeper provide inspection and copies within 5 business days under Montana state law. Sharyn, as BCSCA bookkeeper did not feel she had the authority to release the records without direction from the Board.
Sharyn, as President, presented a draft policy for Board review based on our Bylaws, state law and similar record request policies from other homeowner's associations. She presented an overview of the draft policy. The Board was allowed time to review the draft. Discussion ensued. Tim inquired about his specific request for records and how the policy would apply and whether he would need to re-request records. Discussion was redirected back to the current agenda item. Dorick made a motion to accept the policy as drafted; Karin seconded. There was no discussion of the motion. The motion was passed with four votes in favor and Tim opposed. The policy, entitled "Board Policy Regarding Inspection of Records as Provided in Bylaws Article IX" has been adopted. The Board directed the bookkeeper to post the policy to the web site.
Tim was unclear on how adoption of this policy relates to the Association's Covenants and Bylaws. Sharyn explained that the Covenants allow for the Board to establish rules and procedures, and that this policy was now the guideline for the Board and Members to operate with regard to any request to inspect records. The policy stays in effect until this Board, or a future Board, amends or repeals the policy.
Consideration of Whether or Not to Account for Expenses by Phase
This agenda item also relates to Tim and June's request for records to determine expenditures for each individual phase of our subdivision. Sharyn opened the discussion by reminding the Board that the common areas managed by our Association are for the benefit of all members. The labels used to identify park and trail areas (phase 1, 2 etc) are just labels, not indications of benefit or ownership. Bill Beebe suggested that the association could implement proportional billing, even of liability/insurance costs. Sharyn replied that we are legally one subdivision according to the City and our Covenants and cannot legally allocate or bill for HOA dues separately by phase. Dorick asked Tim about his goal in reviewing the records and what his underlying purpose is in wanting to separate expenses per phase. Tim replied that his concerns surround the high level of monies that have been reserved for future improvements and the amount of maintenance costs that are being spent per phase. Karin reminded Tim that decisions have been made historically by previous Boards about improvements of the various parks and trails that now require the Association to provide certain levels of maintenance in different areas. Additionally, as Tim is aware due to his high level of participation, discussions on additional improvements throughout the subdivision are in process through the Park and Trail Committee.
Sharyn, as bookkeeper, informed the Board that the mowing of the Phase 2 park is the least expensive per mowing of all park areas since it is a smooth surface compared with the parks in Phase 1 or 3. Sharyn also pointed out that the Association is not in possession of all early financial records; the previous bookkeeper did not transfer all the historical records, although multiple requests have been made, so we do not have detailed historical bills available. The Association does have a complete record, though, in the computerized general ledger. This record does not provide the detail needed to allocate expenses by phase. Also, bills are generally not broken down by phase, so that information is unlikely to be available even through thorough inspection of all records.
Tim again complained that currently there is simply too much money set aside for parks and trails. Karin retorted with a reminder that projects are expensive and will often cost more than the roughly $5,000 set aside through the budget, approved by the membership at the Annual Meeting each year; and that no improvement projects of note have been accomplished for years due to one Boards' complete depletion of all association funds (taking years to rebuild); and more recent Boards' inability to approve and implement any projects. Bill Beebe commented that there are ways to break down all costs (insurance, maintenance, bookkeeping, etc.) by phase, and restated his desire to see proportionate billing.
Sharyn made a motion that there would be "no retroactive accounting by Phase, but that moving forward expenditures could be provided by Phase to the Board for decision making purposes, and that financial statements would remain reflective of the subdivision as a whole"; Dorick seconded the motion. Discussion was opened.
Bill Beebe stated the Board was making a big mistake. Karin inquired what purpose such an exercise provides to the Board since the primary (if not only) expenses/expenditures that can be separated by phase are related to parks and trails. These park and trail expenses can easily be reviewed by the Board without going through the exercise of separating these costs by phase. Tim questioned why the Board did not review and approve all maintenance contracts. Sharyn commented that previous Boards have tasked the Park and Trail Committee Chair with contracting for the annual maintenance, including obtaining bids for services on an annual or semi-annual basis, and have not required micromanagement. The contracts are within or below the amount approved in the budget. As a volunteer Board with volunteer committees, it's important to maintain efficiency. Each year, this information is available to the Board.
Following discussion Sharyn amended her motion to remove the statement "but that moving forward expenditures could be provided by phase to the Board for decision making purposes". The amended motion stated that there would be "no retroactive accounting by Phase and that financial statements would remain reflective of the subdivision as a whole"; the amended motion was seconded by Dorick. There was no further discussion on the amended motion. The amended motion was passed with four votes in favor and Tim opposed.
New Business
To follow up with Tim regarding his request for records, the Board confirmed that his current request does not comply with the enacted Policy, and that he and June would need to resubmit a request per the Policy. Specifically, his original request did not identify the records they wished to inspect and copy, since it stated merely "all records". They must also provide a purpose for seeking the records and show why the records are connected to that purpose.
Tim also questioned the Board on why he could not personally make copies of the records, since he did not want to pay the Association for the cost of copying. Sharyn replied that the originals could not be released to anyone for photocopying.
In order to keep all Board members informed of current and historical information, the Board agreed that the following information be emailed to each Board member. Karin will provide (by email) a copy of the presentation that Stuart Jennings, previous Chair of the Park and Trail Committee, prepared and presented at the 2011 (and 2010) annual meeting. This presentation provides historic improvement expenditures by year and by location. Additionally, Sharyn will provide (by email) a copy of the general ledger (going back 2 years) which lists all association expenditures. Sharyn will also provide (by email) a copy of the contract with Grass Chopper for maintenance for the current year.
Meeting was adjourned at 7:15 pm.
The next regularly scheduled Board meeting is Monday, August 6 at 6:30 pm at the Masonic Temple (14 S. Tracy Avenue).
