01-21-2025, 02:15 AM
HPP BOD Meeting Minutes – November 21, 2018
. Bylaws Review
The bylaws clearly state that the bylaws committee has to bring their recommendations for changes to the Board before it’s brought to the membership.
A lengthy discussion occurred. All membership committees are advisory and the Board makes decisions. It was noted that one of the recommended
changes in the conflict of interest section would nullify the entire community from being on the board. Article 11, Section 3 page 19 discussed.
Break at 9:30 p.m. to move from Kitchen into Library
Back in at 9:38 p.m.
Bylaws Review discussion continued with Mayelin insisting the recommended bylaws changes be sent out immediately.
Tanya Seaver reported from her reading of the minutes that the bylaws committee was created to amend a couple things in the bylaws for the Board at
that time, but the Bylaws Committee returned and instead stated that they wanted to do the changes wholly, and then present all their recommended
changes at one time. At that time they stated it was in order to save cost to the Association and to better make sense of the Bylaws so that they had
parity, but now the Bylaws committee has come back without the original changes they were tasked to change and they are asking for only four
recommended changes to be sent to the membership rather than all their changes that they’ve been working on for years since originally being tasked
to make a couple changes to present that still haven’t been offered to the Board.
Mayelin stated that they’re not saying they’ve made all the changes, but no, instead, she stated they’ve found an open door “so we decided instead of
going through the whole dang thing we could get professional management instead” so we, in the Bylaws Committee, decided to give the membership
that option instead.
The committee has come back with only four changes, after years of us getting reports from the Bylaws committee of how they’d made it to this section
or that, but now Mayelin stated that she and those in the committee changed that. Mayelin stated that “now we’re thinking, why go all the way to the end
and not incorporate bylaws that would accommodate professional management.” If they vote for professional management, then certain bylaws have to
be changed, “so why change five to seven things if we’re going to go backwards” and do those other changes? The Bylaws Committee wants to go
ahead and spend $5,000 to $7,000 for mailings to send out only four changes, instead of an entire completed recommendation of changes for all the
sections as previously reported was the plan for several years and hence was now the reason why they never did the three changes they were originally
tasked to do when they were created.
The GM noted that the bylaws actually do already encompass professional management. We all have an indirect financial interest and the promoted
conflict of interest bylaw change would require the entire board to step down and the one professional management company currently being
considered would also not be useable due to that newly suggested bylaw change because the owner of Daylum also owns a lot in HPP.
Mayelin then went on to state that an attorney looked at the proposed Bylaws changes and they are fine. It was noted that the Board still hasn’t seen
anything in writing to this effect. In attempting to defend this point Mary Couch stated that she was just listening today to her private recording of the
Executive Session Meeting Minutes and this revelation stopped all conversation to direct attention to the illegality of her having recordings when no one
is supposed to be recording Executive session minutes except the Recording Secretary. A discussion ensued. Mayelin asked to show her where it is
that she can’t record Executive session meetings.
The committee advises the board. It is in the bylaws. Article 10 Section 1B was read: The committees of the Board are elected by the membership…are
advisory…and their recommendations are subject to review and approval of the board.
The board has a fiduciary duty to not spend $6,000 on mailing out changes for three things when they can spend that same cost for all the changes at
once. David Roe (District 9) moved to have Newton Chu come in and have this discussion for all. Tanya Seaver (District 4) seconded the
motion. Discussion: It was noted by a board member that the changes on the paper presented to the board now is different than the changes presented
at the General Membership meeting. One of the proposed bylaw changes was read and it give huge power to the bylaws committee to amend the
bylaws anytime they want to without oversight from the board or anyone. The Bylaws Committee wants full power with their proposed change. The GM
stated that per the bylaws the board has absolute power.
David Roe (District 9) stated that they had a paid consult with Steinberg and discussed whether the BOD has the right to make changes as we see fit
based on membership input and his response was basically whoever holds the purse strings makes the rules. Anything that the Board feels they have a
fiduciary to modify in the interest of the association. No one can do anything on a committee without board approval.
. Bylaws Review
The bylaws clearly state that the bylaws committee has to bring their recommendations for changes to the Board before it’s brought to the membership.
A lengthy discussion occurred. All membership committees are advisory and the Board makes decisions. It was noted that one of the recommended
changes in the conflict of interest section would nullify the entire community from being on the board. Article 11, Section 3 page 19 discussed.
Break at 9:30 p.m. to move from Kitchen into Library
Back in at 9:38 p.m.
Bylaws Review discussion continued with Mayelin insisting the recommended bylaws changes be sent out immediately.
Tanya Seaver reported from her reading of the minutes that the bylaws committee was created to amend a couple things in the bylaws for the Board at
that time, but the Bylaws Committee returned and instead stated that they wanted to do the changes wholly, and then present all their recommended
changes at one time. At that time they stated it was in order to save cost to the Association and to better make sense of the Bylaws so that they had
parity, but now the Bylaws committee has come back without the original changes they were tasked to change and they are asking for only four
recommended changes to be sent to the membership rather than all their changes that they’ve been working on for years since originally being tasked
to make a couple changes to present that still haven’t been offered to the Board.
Mayelin stated that they’re not saying they’ve made all the changes, but no, instead, she stated they’ve found an open door “so we decided instead of
going through the whole dang thing we could get professional management instead” so we, in the Bylaws Committee, decided to give the membership
that option instead.
The committee has come back with only four changes, after years of us getting reports from the Bylaws committee of how they’d made it to this section
or that, but now Mayelin stated that she and those in the committee changed that. Mayelin stated that “now we’re thinking, why go all the way to the end
and not incorporate bylaws that would accommodate professional management.” If they vote for professional management, then certain bylaws have to
be changed, “so why change five to seven things if we’re going to go backwards” and do those other changes? The Bylaws Committee wants to go
ahead and spend $5,000 to $7,000 for mailings to send out only four changes, instead of an entire completed recommendation of changes for all the
sections as previously reported was the plan for several years and hence was now the reason why they never did the three changes they were originally
tasked to do when they were created.
The GM noted that the bylaws actually do already encompass professional management. We all have an indirect financial interest and the promoted
conflict of interest bylaw change would require the entire board to step down and the one professional management company currently being
considered would also not be useable due to that newly suggested bylaw change because the owner of Daylum also owns a lot in HPP.
Mayelin then went on to state that an attorney looked at the proposed Bylaws changes and they are fine. It was noted that the Board still hasn’t seen
anything in writing to this effect. In attempting to defend this point Mary Couch stated that she was just listening today to her private recording of the
Executive Session Meeting Minutes and this revelation stopped all conversation to direct attention to the illegality of her having recordings when no one
is supposed to be recording Executive session minutes except the Recording Secretary. A discussion ensued. Mayelin asked to show her where it is
that she can’t record Executive session meetings.
The committee advises the board. It is in the bylaws. Article 10 Section 1B was read: The committees of the Board are elected by the membership…are
advisory…and their recommendations are subject to review and approval of the board.
The board has a fiduciary duty to not spend $6,000 on mailing out changes for three things when they can spend that same cost for all the changes at
once. David Roe (District 9) moved to have Newton Chu come in and have this discussion for all. Tanya Seaver (District 4) seconded the
motion. Discussion: It was noted by a board member that the changes on the paper presented to the board now is different than the changes presented
at the General Membership meeting. One of the proposed bylaw changes was read and it give huge power to the bylaws committee to amend the
bylaws anytime they want to without oversight from the board or anyone. The Bylaws Committee wants full power with their proposed change. The GM
stated that per the bylaws the board has absolute power.
David Roe (District 9) stated that they had a paid consult with Steinberg and discussed whether the BOD has the right to make changes as we see fit
based on membership input and his response was basically whoever holds the purse strings makes the rules. Anything that the Board feels they have a
fiduciary to modify in the interest of the association. No one can do anything on a committee without board approval.