Washington Metropolitan Chapter Community Associations Institute
AUGUST 2017
A Magazine for Community Association Volunteer Leaders, Professional Managers and Business Partners
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2 | Quorum
AUGUST 2017
CONTENTS 12 Sure, You Can Go for Electronic Voting. Should You?
BY THOMAS MUGAVERO, ESQ.
14 Annual Meetings Gone Wrong BY MIRA BROWN, CMCA, AMS
15 Annual Meeting Checklist BY DEBORAH CARTER, CMCA, AMS, PCAM BY LILIANA MARTINEZ, CMCA, AMS
16 Running an Effective Meeting BY MARIE E. H. JOHNSON, ESQ.
18 Board Leadership Development BY KEVIN KERNAN, ESQ.
DEPARTMENTS AND MORE 5 Message from the Executive Director 6 Chapter Benefactor: Community Association Underwriters of America Inc. 6 Quorum Magazine Editorial Calendar 7 Welcome New Members 8 Upcoming Events 9 Event Flyer: 2017 Golf Classic 10 People & Places 17 Event Flyer: Developing a Preventive Maintenance Inspection of Aging Property Infrastructure 32 Classifieds 33 Index to Advertisers 34 Cul-de-sac: I Contest!
19 WMCCAI Scholarship Winning Essay: How Can Starting a Green Initiative Using Teen Volunteers Benefit My Community 20 Calling all the Crystal Balls
BY AIMEE WINEGAR, CMCA, LSM, PCAM
22 Practical Tips to Achieve Quorum
BY CRYSTAL PARTIN, CMCA, AMS, PCAM
24 Can’t Make Quorum?
BY MICHAEL L. ZUPAN, ESQ.
26 Using Robert’s Rules of Order Effectively BY JUAN R. CARDENAS, ESQ. BY LESLIE BROWN, ESQ.
28 Preventing Proxy Problems
BY MARY HORNER, ESQ.
30 Staggering Odds: How to Maintain Staggered Board Member Terms
WMCCAI MISSION STATEMENT To optimize the operations of Community Associations and foster value for our business partners.
BY SAM WIEST, ESQ.
Reader comments and suggestions are welcome. Address your comments to: Quorum 7600 Leesburg Pike, Suite 100 West Falls Church, VA 22043
We also welcome article submissions from our members. For author guidelines, call (703) 750-3644 or e-mail publications@caidc.org. Articles may be edited for length and clarity. AUGUST 2017
|3
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President Bruce H. Easmunt, ESQ. President-elect Sarah Gerstein, CMCA, AMS, PCAM Vice President Rafael A. Martinez, CTP Secretary Michael Gartner, ESQ. Treasurer Airielle Hansford, CMCA, AMS, PCAM Immediate Past President Jeremy M. Tucker, ESQ. (ex officio) Executive Director Jaime Barnhart, CMP (ex officio)
D IRECTORS Gordon Boezer, Thomas Burrell, Dorothy Firsching, PMP, Kristen Melson, CMCA, AMS, PCAM, Ted Ross, Todd A. Sinkins, ESQ., Elizabeth Schultz, CMCA, AMS, PCAM, John Tsitos, CMCA, AMS, PCAM, and Stephen Wright, CMCA, AMS, LSM, PCAM
CO U N C I L C HAI R S Communications Council Crishana Loritsch, CMCA, AMS, PCAM Education Council Jennifer Bennett, CMCA, AMS, PCAM Member Services Council Ruth Katz, ESQ.
CO MM I TTE E C HAI R S Conference & Expo William Cornelius and Donna Aker, CMCA, AMS, PCAM D.C. Legislative/LAC Jane Rogers, ESQ. Education Kevin A. Kernan, ESQ. and James Santos, CMCA, AMS Golf Elizabeth Rudolph, AMS, PCAM and David Crone, CMCA, AMS Maryland Legislative Thomas Schild, ESQ., CCAL Outreach Lenard Goldbaum, AMS, PCAM and Sara Ross, ESQ. Membership Joe Inzerillo and Jarold Martin Quorum Editorial Susan L. Truskey, ESQ. and Nicole Williams, ESQ. Chapter Events June Chulkov and Bernie Guthri, CMCA, AMS, PCAM Virginia Legislative Ronda DeSplinter, LSM, PCAM and William A. Marr Jr., ESQ.
QU O RUM Managing Editor Diane Sohn, dsohn@caidc.org Design Six Half Dozen
QU O RUM E DI TORI AL CO M M ITTE E Co-chairs Susan L. Truskey, ESQ. and Nicole Williams, ESQ. Members Beverly Alston, James Anderson, Noel Arevalo, CMCA, Sarah Auringer, Mira Brown, CMCA, AMS, Leslie Brown, Chris Carlson, PE, Deborah Carter, CMCA, AMS, PCAM, Sara Castle, Crystal Coats, CMCA, AMS, Kenny Cohn, Cheryl Crawford, Christopher Dibble, CMCA, AMS, PCAM, Bruce Easmunt, ESQ., Sarah El-Taher, Matt Gallagher, Michael Gartner, ESQ., Amy Gaynor, Sarah Gerstein, CMCA, AMS, PCAM, Rippy Gill, CMCA, AMS, Laura Goguet, CMCA, AMS, John Goins, Stephen Grant, Scott Greges, CMCA, AMS, Timothy Hipp, Mary Horner, Chase Hudson, Peter Hughes, Iman Jackson, CMCA, AMS, Shannon Junior, Ruth Katz, ESQ., Leisa Keys, Richard Kuziomko, CMCA, AMS, PCAM, Crishana Loritsch, CMCA, AMS, PCAM, Liliana Martinez, CMCA, AMS, Laura McVey, Thomas Mugavero, ESQ., Crystal Partin, CMCA, AMS, PCAM, Joycelyn Peoples, AMS, Kara Permisohn, Nicki Phenneger, Christine Rudert, Brandi Ruff, CMCA, AMS, PCAM, Lauri Ryder, CIC, CRM, CMCA, Scott Silverman, Mark Smith, Chelsie Throckmorton, Olga Tseliak, John Tsikerdanos, Ron Unger, CIC, Kim Veirs, Lee Ann Weir, CMCA, AMS, Doug White, Samuel Wiest, Lakisha Williams, Aimee Winegar, CMCA, AMS, LMS, PCAM, Jim Wisniewski, Kelly Young, Michael Zupan, ESQ. Washington Metropolitan Chapter Community Associations Institute, a 501(c) (6) organization, serves the educational, business and networking needs of the community association industry in 80 cities/counties in Maryland, Virginia and the District of Columbia. Members include community association homeowner volunteer leaders, professional managers, association management companies, and other businesses and professionals who provide products and services to planned communities, cooperatives and condominiums. WMCCAI has more than 3,000 members including 300+ businesses, 1,100 professional managers from 85 management companies, and approximately 1,500 community association homeowners. WMCCAI is the largest of Community Associations Institute’s 62 chapters worldwide. Quorum is the award-winning premiere publication of WMCCAI, dedicated to providing WMCCAI’s membership with information on community association issues. Authors are responsible for developing the logic of their expressed opinions and for the authenticity of all presented facts in articles. WMCCAI does not necessarily endorse or approve statements of fact or opinion made in these pages and assumes no responsibility for those statements. This publication is issued with the understanding that the publisher is not engaged in rendering legal, accounting or other professional services and nothing published in Quorum is intended to constitute legal or other professional advice and should not be relied on as such. If legal advice or other expert assistance is required, the services of a competent professional should be sought directly by the person requiring such advice or services. Articles appearing in Quorum may not be reprinted without first obtaining written approval from the editor of Quorum. In the event that such permission is granted, the following legend must be added to the reprint: Reprinted with permission from Quorum™ magazine. Copyright 2017 Washington Metropolitan Chapter Community Associations Institute. Quorum is a trademark of WMCCAI.
LET’S MEET! Staff meeting. Board meeting. Training meeting. Kickoff meeting. Client meeting. Is there ever a work day that goes by without a meeting on the calendar? Sometimes you have a meeting to plan for the next meeting! In my world, that happens often. As a Certified Meetings Professional (CMP), I love meetings. All kinds of meetings. Yes, you read that correctly. Invite me to your next meeting – I’d love to come! Meetings are a time for people to come together, to learn, to exchange ideas, to debate options and ultimately determine the path forward. Annual meetings are especially important. Owners need to know what is happening in their community, how their money is being spent, and that their concerns are addressed in the goals for the year. Engaging the homeowners, encouraging them to attend and communicating the agenda are essential to ensuring the annual meeting is effective for the community.
FROM THE EXECUTIVE DIRECTOR
O FFICE R S
Before I became the Executive Director, I served as the Events Manager at WMCCAI, producing and managing the Conference & Expo and all of our networking events and supporting the education sessions. While each of those meetings/events are unique, one common thread connects them – the gathering of people with a common goal. Whether that goal is to meet a new potential client or business partner, learn something new to help you at the office or maybe even simply to celebrate, meetings are essential to business today. Over the past few months, I have had meetings with the Chapter Benefactors. We talked about their reasons for supporting WMCCAI at the Benefactor level; we discussed the Chapter’s Strategic Plan and how their investment fits into that plan; we listened to each other’s challenges and success of the past year. After all these meetings, I am left with 12 pages of notes and ideas but most of all, I am left feeling lucky to lead this staff and this Chapter. Our members – YOU – are passionate about your industry, open to new ideas and excited to share your own, and most of all, supportive of all that the Chapter is doing for the community associations industry in the DC Metro Area. Through this column, I invite you to meet with me. Email me at jbarnhart@ caidc.org. Let’s add a meeting to our calendars. We can talk about what you are looking for from the Chapter, how we can support you in your career development, and where you can become involved with WMCCAI. Let’s meet!
JAIME BARNHART, CMP Jaime Barnhart, as the chapter’s executive director, is responsible for implementing the organization’s mission and goals, and managing its staff. Jaime has worked in non-profits/associations in the D.C. Metro area for over 12 years focusing on program management, events and trade shows, and marketing. She joined WMCCAI as the events manager in 2015.
Receipt of Quorum is a privilege of WMCCAI membership for which $65 in nonrefundable annual dues is allocated. The subscription price for nonmembers is $75 per year; contact publications@caidc.org or call (703) 750-3644. To advertise in Quorum, e-mail publications@caidc.org. For more information about Quorum or WMCCAI, visit www.caidc.org.
AUGUST 2017
|5
CHAPTER NEWS
C H A P T E R
B E N E F A C T O R
Community Association Underwriters of America Inc. Doug Henken, CIRMS Mike Romano, CIRMS 4530 Walney Rd, Suite 200 Chantilly, VA 20151 Telephone: (800) 228-1930 Fax: (267) 757-7464 E-mail: dhenken@cauinsure.com; mromano@cauinsure.com Website: www.cauinsure.com Year Established or Incorporated: 1989 • • •
•
•
CAI Member Since: 1989 Areas you Serve: Virginia, Maryland and Washington, D.C. Corporate Associations: CAI, Insurance Agents & Brokers, Arizona Association of Management Companies (located in Arizona), Apartment Condominium and Townhouse Association (located in Chicago), Community Association Management Executives Organization (located in Las Vegas) Services Provided: CAU is the nation’s largest community association insurance and risk management specialist, serving over 12,000 residential and corporate associations nationwide. Our comprehensive insurance programs were designed specifically for residential and office condominiums, homeowners associations and cooperative apartments and include several coverage advantages that are either optional or simply not offered by other insurance policies. CAU is a nationally recognized leader in the field, and our people are actively involved in the CA industry on the local and national level. Licenses Held: Virginia, Maryland and Washington, D.C.
Company Philosophy: CAU was established to meet the unique insurance requirements of the community associations and has designed its policies to specially address community association concerns. We continually strive to be a leader in offering innovative coverage enhancements and risk management solutions while at the same time maintaining our commitment to quality service, prompt resolution of claims and efficient processing of customer service requests.
QUORUM MAGAZINE EDITORIAL CALENDAR
Month Theme September Budget/Finance October Parking November Home for the Holiday December Making Connections *Themes subject to change.
6 | Quorum
Article/Submissions Ads Due Due July 1 July 17 August 1 August 17 September 1 September 17 October 1 October 17
WMCCAI proudly welcomes the following members who joined the Chapter in June 2017. Community Association Volunteer Leaders from the Following Associations Shepherd Hills Homeowners Association Somerset at Westridge, A Condominium
GREAT
PEOPLE
CHAPTER NEWS
Welcome New Members
Committed to
Individual Managers Danielle Allen, Robtco Property Management, LLC Michelle Jackson, Fairwood Community Association Irene Bauersfeld Lovewell Betty Luxama, CMCA Susan Miller, CMCA, Sentry Management, Inc. Earl Roberts Kathy Robinson, Watergate at Landmark Mary Sturgill, Gates Hudson Community Management, AAMC Management Company PMI Washington, D.C.
YOUR Association’s
SUCCESS “Sentry provides expert systems, training and advanced technology that allow me to stay on top of community issues. I work hard to communicate and be responsive. Sentry brings real ‘horsepower’ to your association’s management.”
Business Partners Broad Run Services Lifetime Stones SI Restoration, Inc. Multi-Chapter Business Partners Complete Landscaping Service Connie Phillips Insurance/Financial Specialized Pipe Technologies
– Susan, Sentry Manager
4401 Ford Avenue, Suite 1150 Alexandria, VA 22302 (703) 642-3246 northernvirginia.sentrymgt.com 602 S. King Street, Suite 400 Leesburg, VA 20175 (540) 751-1888 loudoun.sentrymgt.com October 25
|
Mixed Round Table
| 12-3 p.m.
Come learn, lunch, and network with industry professionals who want to share their experiences with you. Lunch will be provided. This session will be worth (3) credit hours.
AUGUST 2017
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UPCOMING EVENTS
SEPTEMBER 9
D.C. Homeowner Education D.C. Homeowner Education 9 a.m. – 1 p.m. 400 Massachusetts Avenue, NW Washington, D.C. 20001 Registration Fee: $25 (Space is limited! Register today. Refreshments provided.)
Homeowners in D.C will learn about updates to the D.C. Condo Act and recent legislative actions in the city. Experienced managers and attorneys from D.C will provide an overview of community association financial statements. This workshop will focus on two modules from the Board Leadership Development Workshop. Presented by: Community Associations Institute’s D.C. Legislative Action Committee and CAI’s Washington Metropolitan Chapter. This session is worth four (4) credit hours.
SEPTEMBER 21
2017 Golf Classic 9 a.m. – 6 p.m. Bull Run Golf Club 3520 James Madison Highway Haymarket, VA 20169
Enjoy a day on the course playing golf, winning prizes, and networking. Not a golfer? Join us for a cornhole tournament with beverages, snacks, prizes, post-play banquet, and more. Visit www.caidc.org for more details or to register. Sponsorships are still available for both golf and cornhole events. Contact events@caidc.org.
Early Bird After August 18 Registration Single Player $285 $335 Foursome $1,100 $1,300 Cornhole $75 $125 SEPTEMBER 30
Board Leadership Development Workshop 9 a.m. – 5 p.m. WMCCAI Chapter Office 7600 Leesburg Pike, Suite 100 West Falls Church, VA 22043 Early Bird After September 22 Homeowner Member $65 $80 Nonmember $75 $90 Manager Member $65 $80 Nonmember $75 $90
The Board Leadership Development Workshop teaches the homeowner leader how to communicate with association residents, hire qualified managers and service providers, develop enforceable rules, interpret governing documents, and more. It provides a comprehensive look at the roles and responsibilities of community association leaders and conveys information to help create and maintain the kind of community people want to call home. This session is worth seven (7) credit hours.
OCTOBER 12
Manager Luncheon: Developing a Preventative Maintenance Inspection of Aging Property Infrastructure 12 – 3 p.m. Visit www.caidc.org for location details. Early Bird After October 2 Homeowner Member $50 $65 Nonmember $60 $75 Manager Member $60 $75 Nonmember $70 $85 Business Partner Member $110 $125 Nonmember $135 $150
Join WMCAAI for lunch and networking. Aging property infrastructure can be a burden if you do not have a preventative maintenance plan. Join our experts Ted Ross, TRC Engineering, James Santos, AMS, CMCA, Legum & Norman, and Steve Turner, Building Envelope Consultant and Scientists, LLC, as they take you through a property tour to and teach you how to identify signs of major equipment maintenance problems and aging building infrastructure issues. This session is worth three (3) credit hours.
For more information on WMCCAI meetings or upcoming events, contact the chapter office at (703) 750-3644, email info@caidc.org or visit www.caidc.org. 8 | Quorum
WHEN
WMCCAI
September 21, 2017 9 a.m. - 6 p.m. Registration opens at 9 a.m.
WHERE
20
17
Bull Run Golf Club 3520 James Madison Highway Haymarket, VA 20169
GO
HOW Visit www.caidc.org to register
LF CLASSIC
WHO This program will benefit Homeowners, Managers, Business Partners
WHAT A day on the course networking, winning prizes and networking! Grab your clubs and join your WMCCAI colleagues for a day of golf at Bull Run Golf Club for WMCCAI’s 2017 Annual Golf Classic. Driving range opens at 9 a.m. Shotgun start at 10:30 a.m. Registration fees cover: greens and cart fees, boxed lunch, post-play banquet dinner, drinks and snacks on the course, door prizes, and more! NEW for 2017! Not a golfer? Cornhole comes to WMCCAI! Join us for a cornhole tournament with a private beverage cart and snacks while colleagues play golf. Registration for the cornhole tournament includes drinks, snacks, and post-play banquet dinner. Cornhole tournament starts at 2 p.m.
SPONSORS (As of 7/19/17) Alliance Association Bank
Beverage Carts
Griffin Owens Insurance Group
Player’s Gift
Purofirst of Metropolitan Washington
Contest Hole: Hole-in-One
ServPro of North Arlington
Contest Hole: Longest Drive
The Kauffman Group, Inc.
Contest Hole: Dice Game
Electronic Security Services
Photography
Community Advantage a Wintrust Company
Hole Sponsor
Lancaster Landscapes, Inc.
Hole Sponsor
McFall & Berry Landscape Management, Inc.
Hole Sponsor
Paul Davis Restoration & Remodeling
Hole Sponsor
Preferred Insurance Services
Hole Sponsor
Premier Aquatics, Inc.
Hole Sponsor
TRC Engineering
Hole Sponsor
King Contracting, LLC
Flags
Hann & Hann Construction Services
Driving Range
Turner, Leins & Gold, LLC
Scorecard
Becht Engineering BT, Inc.
50/50 Raffle
Free parking available onsite.
REGISTRATION RATES EARLY BIRD RATE BEFORE: 08/18/17
REGULAR RATE
SINGLE PLAYER
$285
$335
FOURSOME
$1,100
$1,300
CORNHOLE TOURNAMENT $75
Sponsorships are available. Please contact WMCCAI at events@caidc.org
$125
Cancellation and Refund Policy: Registration cancellations will be accepted until September 2, 2017. Refunds must be requested in writing to events@caidc.org. A 8% processing fee will be charged for all customer initiated refunds. After the cancellation deadline, no fees will be waived nor refunds extended. You may transfer your registration at no additional cost at any time by emailing events@caidc.org.
7600 Leesburg Pike, Suite 100 West
E-mail: education@caidc.org
Falls Church, VA 22043
Web: www.caidc.org
T: 703.750.3644 F: 703.941.1740
PEOPLE & PLACES
Sarah Gerstein CMCA, AMS, LSM, PCAM Earns Large-Scale Management Designation
Lili Martinez, CMCA, AMS Named Director of Management Services for NRP
WMCCAI Board President-elect Sarah Gerstein recently joined the elite group of community association managers who have earned the Large-Scale Manager (LSM©) designation from Community Associations Institute (CAI). Sarah is only the 99th manager worldwide to have earned this specialized level of professional recognition in the community association field. In addition to her role as president-elect, she is also the general manager for the Broadlands Homeowners Association. Sarah will be inducted as an LSM at the 2018 CAI Annual Conference, which will be held in Washington, D.C.
Seven years ago, Lili Martinez joined National Realty Partners as an administrative assistant. She quickly moved up through the ranks becoming the admin supervisor and later added the role of the architectural services department manager. For the last several years Lili has incorporated those two roles and added additional responsibilities as NRP’s main office manager. In her new position as director of management operations, she will oversee all administrative and management operations for the portfolio management team.
Whiteford, Taylor & Preston LLC and 29 Lawyers Honored by Chambers and Partners Whiteford, Taylor & Preston LLC is pleased to announce that Chambers and Partners has once again ranked Whiteford, Taylor & Preston highly in its 2017 list of leading firms and business lawyers. This year’s recognition includes a record 29 attorneys in four states, the District of Columbia and Afghanistan. Recognized in these practices: Bankruptcy/Restructuring (DE, D.C., MD, PA, VA), Corporate/M&A (MD), Employee Benefits & Executive Compensation (MD), General Business Law (Afghanistan), Healthcare (MD), Intellectual Property (MD), Labor & Employment (MD), Litigation: General Commercial (MD), Private Wealth Law (MD), Real Estate (MD), Real Estate: Land Use (MD) Individual lawyers listed in Chambers USA and their areas of recognition are below (*newly recognized in 2017): • Thomas C. Barbuti - Real Estate, MD - Senior Statesman • G. Scott Barhight - Real Estate: Land Use, MD • Mary Claire Chesshire - Employee Benefits & Executive Compensation, MD • Nelson C. Cohen - Bankruptcy/Restructuring, MD • Robert B. Curran - Corporate/M&A, MD • Deborah H. Diehl - Corporate/M&A, MD • Bradford F. Englander - Bankruptcy/Restructuring, VA • Martin T. Fletcher - Bankruptcy/Restructuring, MD - Eminent Practitioner • John B. Gontrum - Real Estate: Land Use, MD • L. Katherine Good - Bankruptcy/Restructuring, DE - Up and Coming • Peter D. Guattery - Labor & Employment, MD • Sigrid C. Haines - Healthcare, MD • Michael E. Hastings - Bankruptcy/Restructuring, VA • Kevin G. Hroblak - Bankruptcy/Restructuring, MD • Christopher A. Jones - Bankruptcy/Restructuring, VA • Frank S. Jones, Jr.* - Corporate/M&A, MD - Recognized Practitioner • David R. Kuney - Bankruptcy/Restructuring, DC - Senior Statesman
10 | Quorum
• • • • • • • • • •
Paul W. Madden - Employee Benefits & Executive Compensation, MD Rose M. Matricciani - Healthcare, MD Kevin C. McCormick - Labor & Employment, MD Joseph J. Mezzanotte - Real Estate, MD Paul M. Nussbaum - Bankruptcy/Restructuring, MD Michael J. Roeschenthaler* - Bankruptcy/Restructuring, PA William F. Ryan, Jr.* - Litigation: General Commercial, MD - Recognized Practitioner Christopher M. Samis - Bankruptcy/Restructuring, DE Gregory M. Stone* - Intellectual Property, MD Steven E. Tiller - Intellectual Property, MD
Individual lawyers listed in Chambers Global and their areas of recognition are below: • Enayat Qasimi - General Business Law-Afghanistan (Expert Based Abroad) Individual lawyers listed in Chambers HNW (High Net Worth) and their areas of recognition are below: • Edwin G. Fee, Jr. - Private Wealth Law, MD
PEOPLE & PLACES
National Realty Partners, LLC (NRP) Recognized as 2017 “Best Place to Work” by Washington Business Journal
SOLitude Lake Management CEO Helps Lead 10th Annual Entrepreneurial SOLitude Lake Management®, is pleased to announce the leadership of CEO Kevin Tucker on the Inside Business 2017 Entrepreneurial Excellence Awards panel. The annual event recognizes Southeastern Virginia entrepreneurs for their ingenuity and perseverance in the creation of businesses that are “successful, sustainable and growing.”
NRP has been recognized as a winner of the 2017 Best Places to Work, an awards program presented by the Washington Business Journal. Award applicants were evaluated and ranked across five categories according to the number of metro area employees. The ranking found companies in the region whose employees rate them as the highest on such values as fun, collaborative culture, solid compensation and benefits offerings and other amenities as well as management practices.
SAVE THE DATE: An Evening on the Ice
Downtime is not an option. Use our ServiceAbility phone app to request service instantly.
October 7, 2017 Game starts at 7 p.m. Verizon Center Lexus Level Suites 601 F Street, N.W. Washington, D.C. 20004 Visit www.caidc.org for more details.
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AUGUST 2017
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By Thomas Mugavero, ESQ. Thomas is currently of counsel with the law firm of Whiteford, Taylor & Preston, LLC. He has engaged in business litigation practice throughout Virginia, Maryland, and the District of Columbia for over 20 years.
Sure, YOU CAN GO FOR ELECTRONIC VOTING.
SHOULD YOU? The Answer, Frankly, Is “probably, but It Won’t Solve Everything.”
A
ll three jurisdictions—Maryland, Virginia, and the District of Columbia—allow for electronic notice of meetings and electronic voting in condominium associations. The Virginia and Maryland codes also explicitly permit electronic notice and voting in homeowners’ associations, while the D.C. code is silent
on the matter. There are, however, certain requirements that must be met. Before notices of upcoming meetings may be sent electronically, the governing documents should permit such notice, and the board must authorize the practice; also, the individual member must send a written notice that he/she will accept electronic notices.
AAB_Innov_Burkhammer_HorzQtrPg_120115.pdf 1 12/1/2015 5:46:30 PM
With each notice, a board representative must certify that the notice was properly sent. Also, electronic notice will be deemed ineffective if it was returned twice as undeliverable. See D.C. Code §§ 42-1903.03(b) (1); Md. Code, Real Prop. Art. §§ 11-139.1, 11B-113.1; Va. Code §§ 55-79.71:1, 5579.75(A), § 55-515.3(B). These steps are important because only business conducted at properly noticed meetings, with proper quorums, can be considered effective. Without these safeguards in place, the board risks defending against a later challenge to the actions taken at the meeting— and at that point, it’s far too late to make things right again.
It’s called a “community association” for a reason: you’re living in a community. Similarly,—and, again, if authorized by the board and permitted by the governing documents—unit owners may submit their votes or proxies for association meetings by electronic means, as long as the means to submit electronically is in a consistent form, is available to all unit owners, and contains 12 | Quorum
sufficient information to verify that the vote or proxy is authorized by the unit owner. See D.C. Code § 42-1903.05(g)(1); Md. Code, Real Prop. Art. § 11-139.2, 11B-113.2; Va. Code § 55-79.77(D); § 55-515.3(D). This is where the technology becomes important. The board must make sure that each electronic vote or proxy is properly authenticated, that each unit owner has only voted once, or submitted only one proxy, and that all the electronic votes are properly counted. Again, you don’t want to be in a position of trying to defend, years after the fact, a board resolution or bylaw change with shaky facts about how the electronic votes were collected. Electronic notices and electronic voting can make the association meeting process more efficient and will improve the chances of having a quorum for any meeting where a vote of association members will occur. Having the option of voting electronically will allow residents to participate in the decision-making process, even if they cannot attend the meeting or just don’t feel like attending. It will also streamline the vote-counting process. However, it is not a panacea. Electronic notice is an “opt-in” procedure; the association must still provide regular notice for those residents who do not opt in. More importantly, regardless of the number of people who choose to vote electronically, the association must still provide a means for residents to cast their votes by written ballot in paper form at the meeting itself. There is no escape from counting at least some paper ballots.
Nor, for that matter, is there any escape from the requirement to hold the meeting itself, to ensure that there is a quorum, or to allow members to participate in the discussions. No matter how convenient electronic voting might be—either for residents or board members and management—the association still has to meet. While the governing documents may permit the board to take certain actions outside of a formal meeting, there remains the annual meeting, as well as regular meetings to conduct the business of the association. The touchstone for any functioning organization— whether it’s a community association or a large corporation—is that the membership meets at least once per year and discusses the issues at hand. Functional community associations also provide for frank and open discussion of various issues by the members themselves. Just as the board needs to meet and confer, the residents—neighbors, friends, and family who comprise the building or community occupants—need to meet and air their opinions to the board. Relying too heavily on electronic voting diminishes this aspect of association meetings as it is likely to reduce overall attendance, again to the detriment of the association. In all, electronic notice of meetings and electronic voting are important tools that community associations can use to efficiently and effectively increase participation by association members who are unable to attend meetings in person. In the end, an over-reliance on one tool can lead to future trouble.
AUGUST 2017
| 13
By Mira Brown, CMCA, AMS Mira is the manager of property operations at Delbe Management. She has held a variety of positions within the company, as well as managing several condominium associations in D.C. and one in Virginia. Mira has been a member of CAI for several years and is currently a member of the Quorum Editorial Committee.
Annual Meetings Gone
I
t’s the most wonderful time of year! Annual meeting time! It’s the time of the year when every member attends the meeting or sends a proxy, and the “right” members are elected to represent the association, and everyone leaves with a smile on their face. Right? We all work hard for the meeting to go off as designed and planned. Between the community manager, the board, and committees, we’ve put in the hours, carefully reviewed the documents, and frankly set ourselves up for success. What could possibly go wrong? Let me save you some time. You can walk away from this article after the next sentence. KNOW YOUR DOCUMENTS. At the end of the day, pretty much every regrettable situation presented here could have been avoided if there was a comprehensive understanding of the association documents and a basic understanding of the local jurisdictional laws. First and foremost, you have to plan. We all know that every jurisdiction has its own unique notice requirements. Your particular association may have their own wrinkles to be considered. In one local jurisdiction, the community manager had been careful to research the state, county, and city regulations on annual meetings and required notice. Unfortunately, they found that the association’s particular documents provided for a significantly longer notice period than the local statutes. The association’s documents required for a call for nominations to be sent out over two
14 | Quorum
months prior than the official notice was required by local statutes followed by a review by a nominating committee. The association held their annual meeting with a slate of nominees consisting of those both owners who had volunteered upon receipt of the original notice and those nominated from the floor of the meeting. There were four candidates for three open positions on the board. When the dust settled, the candidate nominated from the floor which was not elected, pointed out the section of the bylaws that required more notice than had been given. After intense debate, the association was forced to hold a new election with the proper nomination and notice periods. The results of the election remained the same, but everyone involved had to invest more time and association funds in effort in making the election official. Avoid this common pitfall by developing a calendar time line. Most documents at least provide you with a window of time in which your meeting must fall—i.e., not more than 60 days before fiscal year-end and not more than 30 days after. Choose your annual meeting date well in advance, then review your documents and any local statutes. Set reminders in whatever system you use to be sure you don’t miss an important date. You also need to be sure that you understand the eligibility requirements for board service. Do you have to be an owner to serve on the board? A listed co-owner on the deed? Do you have to live in the building or not? Can you be a tenant, not even an owner in the association, to serve on the board?
There was a partner of an owner took great interest in the decisions and proceedings of the board. He was particularly interested in the actions of the managing agent. At the next annual meeting, he mounted a successful campaign to gain a seat on the board of directors. After a tense six months, in which owners were alienated and the managing agent gave notice to the association of their intent to cancel the contract, someone brought up that the partner was not actually an owner of the unit. The bylaws of the association required that members of the board be owners. The whole unpleasant episode could have been avoided if that fact was recognized in the beginning. Annual meetings are seen by some owners as their absolute only opportunity to speak to the board. I’d like to make it clear that this is not the case. Owners are encouraged to attend regular board meetings and have the opportunity to be heard at each regular meeting of the board. Another common occurrence at annual meetings is that everyone wants or demands their opportunity to be heard. On anything from the status of major capital projects, to the fact that the lifeguards are acting inappropriately in the pool house after hours, to their own personal squabble with their, the list goes on and on. While you don’t want to squash anyone’s community spirit, you have business to conduct at the annual meeting. Be sure that you publish your agenda in advance of the meeting, and stick to it. If you offer an open forum, lay out the ground rules in advance. Everyone should know if they have a time limit to speak. It is the function of the board and the community manager to maintain the control of the meeting. Define when comments and questions are welcome and when the board needs to conduct their necessary business without interruption. At the end of the day, annual meetings are going to happen and its best to properly prepare yourself. Review your documents and make sure that you know the proper time frame for all events associated with the meeting. You don’t want to be scrambling the day of the meeting counting proxies, making ballots, or any other minor function.
By Deborah Carter, CMCA, AMS, PCAM
By Liliana Martinez, CMCA, AMS
Debbie is the general manager of the Westridge Swim and Racquet Club in Woodbridge, Virginia. She is also a member of the Quorum Editorial Committee and the Outreach Committee.
Lili is the director of management operations at National Realty Partners, LLC (NRP), where she has been a key part of the NRP team for many years. She is an active member of the Quorum Editorial Committee and has been working in community association management for more than 10 years.
Annual Meeting Checklist
T
o ensure that important steps and deadlines are not missed, it’s a good idea to prepare a checklist to help you prepare for your annual meeting. First, make sure to check the association’s governing documents and your state’s statues for requirements related to the annual meeting. This could include, among other things, provisions related to establishing quorum, an elections committee, nominating requirements, voting requirements and mailing deadlines. There may also be special things that are not required, but that your community has made a part of the annual meeting, like awards to recognize volunteers. The annual meeting sample checklist provided below is intended to be a general guide in preparing for the meeting. It is not intended to include all the matters that may be required for any particular association. Readers are urged to review the governing documents applicable to their association to ensure that matters required to be completed during the annual meeting process are included in the checklist.
Event
Timeline
Status
Determine Quorum Required 6 Months Set Annual Meeting Date 3-6 Months Secure a Location 3-6 Months Call for Election Committee Members
Election Date NLT 120 Days
Send out Call for Candidates 50-60 Days Invite Guests(Local Supervisor/State Rep/Atty/Mgmt Co Rep)
30-90 Days
Draft Notice and Enclosures and Send to Committee for Review
90 Days
Deadline for Nominating Petitions NLT 35 Days Review and Update Mailing List 60 Days Establish Meeting Agenda 30-60 Days Mail Annual Meeting Package. 60-15 Days Order Specialty Items: Such as Plaques, Awards or Recognitions
30-60 Days
Meet-the-Candidates Forum. NLT 14 Days Determine Voting Membership and Record Date
15-60 Days Prior to Annual Meeting
Prepare Prior Year Meeting Minutes
30-60 Days
Schedule Recording Secretary, If Necessary
30-60 Days
Prepare Annual Meeting Script and List of Accomplishments
30-60 Days
Prepare Any Presentations/Reports for Meeting
15-30 Days
Prepare Vote Tally Sheets/ Ballots/ Certification Sheets
15-30 Days
Contact Board Officers and Committees for Reports for Presentation at Mtg
15-30 Days
Solicit Volunteers to Collect Proxies 7 Days Make Name Tags (Board, Committees, Staff, Etc)
7-15 Days
Annual Meeting Annual Meeting Date
AUGUST 2017
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By Marie E. H. Johnson, ESQ. Marie is a principal with Chadwick, Washington, Moriarty, Elmore & Bunn, P.C., practicing in the firm’s Fairfax, VA office. Her practice is devoted to community association law and real estate law in Virginia and the District of Columbia.
Running an Effective Meeting P
reparation for any meeting whether a board, annual, or special meeting is essential to ensure the meeting runs efficiently and with minimal disruptions or distractions. A well-run meeting allows its board to make the decisions necessary to run the association and keeps its members informed of important community developments and decisions. Following some of the key considerations listed below will keep your meeting running smoothly. 1. Be Organized. Send a detailed and accurate meeting notice and agenda to all owners and board members. This allows the board members to prepare in advance for the topics of discussion at the meeting and makes sure owners are aware of what topics will be discussed. a. For board members- they should receive a board packet with any relevant information needed on any agenda items (i.e. contracts, pictures of covenant violations, etc.). b. For unit/lot owners- they should receive a copy of any paperwork they will approve at an annual or special meeting. c. Plan a meeting agenda that can be accomplished in 2-3 hours. Board meetings that last for a longer time do not accomplish more. Long meetings exhaust the board members, management, and owners in attendance. d. Plan extra time for contentious
16 | Quorum
subjects. Some topics such as rental caps, bylaw or declaration amendments, assessment increases, etc. are more controversial and may require more time to discuss. It is important to limit the number of contentious items at a meeting to ensure all agenda items are covered at the meeting. 2. Establish Control. a. Make sure the board president or officer who is running the meeting has good control of the agenda and the meeting. The board president should not allow board members or other community members to speak out of turn or to monopolize the floor. Discussions should be focused on the current topic. b. Set time limits if necessary to keep the meeting on time. The time limits could apply to the discussion of a particular topic/vote or to unit/lot owner comments. 3. Educate the Board. a. Ensure all board members are educated about his/her role as a member. A board training session with the association’s legal counsel is an effective way to educate board members on their responsibilities and rights. b. Legal counsel can also offer suggestions on solutions for common
meeting problems that may arise or general meeting governance solutions. 4. Make Decisions. Board members should take extra time when needed, but should not put off making tough decisions just because they are tough. a. Management’s board packet should contain the information necessary for board members to vote on a particular topic. 5. Don’t Tolerate Disrespect. a. Act quickly and authoritatively if someone speaks out of turn or in a disrespectful manner. This will help establish a professional tone for the meeting and to show those in attendance that the board has control over the meeting. b. It may be necessary to set expectations for the meeting tone and content before the start of the meeting, especially if there are any owners in attendance with a proclivity towards bad behavior. c. For persistent bad behavior or any threats of violence, ask the person to leave and call the police. Following these brief tips on meeting organization and control should streamline an association’s meetings and allow the board to effectively govern the association.
Developing a Preventive Maintenance Inspection of Aging Property
Infrastructure What
When
Aging property infrastructure can be a burden if you do not have a preventative maintenance plan. Join our experts Ted Ross, TRC Engineering, James Santos, AMS, CMCA, Legum & Norman, and Steve Turner, Building Envelope Consultant and Scientists, LLC, as they take you through a property tour to and teach you how to identify signs of major equipment maintenance problems and aging building infrastructure issues.
October 12, 2017 5 – 7:30 p.m. Registration opens at 5 p.m.
Lunch will be provided. Sponsorships are available. Please contact Christine Domin, education manager, at education@caidc.org
Where Visit www.caidc.org for location details
How Visit www.caidc.org to register
Who
REGISTRATION RATES
This event will benefit Managers
EARLY BIRD RATE BEFORE: 10/2/17
REGULAR RATE
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HOMEOWNER
MANAGER MEMBER
$60
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BUSINESS PARTNER
Sponsors
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7600 Leesburg Pike, Suite 100 West
E-mail: education@caidc.org
Falls Church, VA 22043
Web: www.caidc.org
T: 703.750.3644 F: 703.941.1740
By Kevin Kernan, ESQ. Kevin is a partner at Whiteford, Taylor & Preston, LLP. He concentrates his practice in community association, nonprofit organizations and associations, and labor & employment litigation. Kevin serves as the chair of the Education Committee.
Board Leadership Development
S
ometimes the easy part about serving on the board of your homeowners association or condominium association is getting elected. However, many times newly elected board members are forced to ask themselves “What do I do now?” Many times, the new board member failed to consider all the issues that a board member must deal with after getting elected. Usually, there is a hot button item in the community such as the amount of the assessments, parking within the community, or maybe installing more pet stations. Conversations about accrual accounting versus cash accounting, or the subject of fiduciary duty probably never come up on the campaign trail. Therefore, it’s so important after the election at the annual meeting to not only determine the officers for the board but to also ensure that all the members of the board have a full and thorough understanding of their roles and responsibilities. In Montgomery County, Maryland, it is now required that every newly elected board member take a class, either online or in person, that has been approved by the County Commission on Common Ownership Communities that outlines a board member’s responsibility to the community. The course is
18 | Quorum
about 2-3 hours and provides a broad overview of the ethical requirements of board members, governing documents, financial management, meeting requirements and procedures, as well as other helpful topics. The class is free, and even board members who do not live in Montgomery County can take advantage of the course online. At certain times of the year, the class is presented in person which allows for a more interactive experience.
A better-educated board is also far more likely to have a positive experience serving on the board. CAI offers an all-day course called, “The Board Leadership Development Workshop.” For those who have been around CAI for some time, this was previously called, “The ABC’s of Board Leadership” and the “Essentials of Community Association Volunteer Leadership.” Regardless of the name, the information provided is invaluable. Some associations will require a newly elected board member to attend one of these courses. Some large master associations will offer
this course on-site for board members within the various sub-associations that fall under the master association. There is typically a fee associated with the class, but it does include a resource manual that the participants can take with them for future reference. The course is commonly offered as a full day session and covers subjects such as financial management and budgeting, understanding governing documents, retaining professional service providers, communications and meetings, and rules and conflict resolution. WMCCAI may offer shorter classes that cover specific topics that may allow participation by board members with many time demands. Providing training to your board members helps the association in the long run. Board members who understand what is expected of them are far less likely to land themselves or the association in hot water or legal trouble down the road. See page 8 of this publication for more information on the upcoming Board Leadership Development Workshop on September 30th.
2017 Scholarship Winner Tyson Byrd of Capital Heights, MD is the recipient of the $1,920 scholarship award from WMCCAI. He will be attending Bowie State University this fall. The WMCCAI Scholarship Program is open to all high-school seniors within the immediate Washington metro living within a community association (i.e. homeowners association, condominium association, or cooperative association. The 2017 Scholarship Program was funded by WMCCAI members, along with Mutual of Omaha Bank and DoodyCalls.
“How Can Starting a Green Initiative Using Teen Volunteers Benefit My Community?”
M
y name is Tyson Byrd. I am the second generation in my family to live and grow up in Peppermill Village, Capitol Heights, MD. My mother has told me many stories how life used to be when she was young, like going outside to play and meeting her friends at Peppermill recreation center. They played Hide and Go Seek, Hopscotch and even drank water straight from the water hose. She said they did not buy bottled water in those days. I am the Vice President of our youth civic association called the “Peppermill Village Warm Hearts,” our mission is to help others while improving our neighborhood. Our leader is Gwendolyn Nichols, and we are a division of the Peppermill Village Civic Association. We are made up of teen volunteers from the Peppermill area, we have participated in several neighborhood activities such as neighborhood cleanups, collecting used coat and blue jean drives and can food drives for those in need. In my efforts of having an eco-friendly environment, my mother and I started a small garden last year; we bought a mini greenhouse and small pots to start our seedlings. We
planted two types of tomato plants, beef steak, and grape tomatoes plus green, yellow and red peppers. I watched as our garden grew and marveled at how our tomatoes were so much sweeter than the ones we bought from the grocery store. We also incorporated eco-friendly gardening ideas like setting up bird feeders to ward off bugs that would destroy our crop, crush eggshells and scattered them around the plants; we reused large plastic bottles by cutting off the bottom to use them as protective covers over the seedlings. Studies have shown that eco-gardening has made a positive impact on the slowing of climate change To expand the scope of our group, a “Green Initiative,” program is needed, recruiting teen volunteers to keep the vision of our mission is to improve our community. One idea to benefit the community, is to have teens encourage our neighbors to recycle items like paper, plastic, aluminum and cell phones. This would reduce toxic waste and save some trees. We could even do a fundraiser to collect things like printer cartridges, cell phones and sell them back to go green companies.
Education is key to informing the community about “Green initiative,” our teen’s volunteers could put valuable information about being environmentally responsible on the community websites. The U.S. Census says in the next four decades the people in 2050 will only have 25% of the natural resources available to them. It is important to educate our teens to learn to be good environmental stewards in our communities not only to pass the knowledge to future generations but also to act now to encourage their parents to participate in athome recycling and encouraging them to buy recycled products. The benefits of getting the teens involves teaching them how their actions affect the environment on every level, and what they can do to reduce this impact. This requires a shift in consciousness and through composting, recycling, educating and evaluating each activity that they do for the effect it has on their surroundings, they are learning to care for their environment in ways that will help shape their future. We all must contribute to managing the environment around us.
AUGUST 2017
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By Aimee Winegar, CMCA, LSM, PCAM Aimee has worked in the field of community management for 30 years. She is currently a large-scale manager for Community Association Services, Inc. in Frederick, MD. She sits on the Quorum Editorial Committee of WMCCAI and is currently the vice-chair of the Montgomery County, Maryland Commission on Common Ownership Communities.
Calling all the
B
udget preparation and operation are among the largest responsibilities of an association board of directors. Unfortunately, no matter how well the budget is prepared, it will never be perfect nor will it ever be perfectly follow-able. The best efforts of board members and managers will nevertheless result in a budget document that over the course of a year turns into an exercise in fortune telling rather than mandatory.
Building a Budget Associations differ in how they handle an annual budget. Sometimes the manager will develop a preliminary draft for board review, and sometimes the board or finance/budget committee will develop the draft, prior to the budget being presented to the entire community. In every case, though, governing documents require that the budget is presented to the association members before it is formally 20 | Quorum
Crystal Balls
adopted. Before we address the budget meeting as an important part of the budget process, let’s take a quick look at overall budget development.
Budget Tool Kit Budget construction should begin almost as soon as the current fiscal year begins. In the early months of the current budget, the manager should be reviewing the association’s current conditions and goals for the future. Believe it or not, the first document a good manager pulls out when building the budget is the most recent audit. That document should provide an important indicator of the overall financial health of the association, and should include information about the level of delinquency/collectibles, and whether the auditor is recommending increased contributions to assessments or allowances for write-offs of delinquent accounts.
This information should be one of the first inputs into the budget. The second document to dust off for budget preparation is the reserve study. Not only does the reserve study provide a proposed contribution level for the coming year, but it should also provide a suggested balance in the reserve fund for the current and coming year. The board can compare the recommended reserve level with the proposed reserve contribution in the budget to determine whether the needed reserve fund balance is reflected in the budget. As a best practice, the reserve contribution should be the first input to the budget, not the last or “leftover” piece. Associations will typically have several large contracts, and those are the next major components of the budget development process. Consequently, budget preparation is also a time for contract review. If a contract is ex-
piring during the term of the budget, it should be identified for rebidding in time for the selected contract amount to be incorporated into the budget. The budget meeting is not the time for a contract review. The contract review should be conducted before the budget meeting, and the budget should reflect the outcome of that review.
The Budget Meeting The budget meeting is a vital component of budget development. Unfortunately, many associations do not prepare for or hold an informative budget meeting for members. The budget meeting can be part of a regular board meeting, or a separate meeting, but it is the best venue for the details of the budget to be reviewed individually by the various stakeholders. The meeting should be held at least 2 to 3 weeks before the draft budget is to be mailed out for resident comment. Why so early? So that any issues identified during the budget meeting can be researched and addressed in the final draft of the budget before it is mailed to the members for their review.
Riddle: Besides weather reports, on what documents are more staff hours spent for a result that everyone knows will be wrong? Answer: Annual budgets. The goal of the meeting is not necessarily to “finalize” the budget, but to ensure that all community members have a solid understanding of the financial options and challenges facing the association. As each of the largest components of the budget are agreed to and finalized, the association’s remaining resources can be more effectively targeted. The budget meeting is a good time for resident and board member “wish lists” to be aired and discussed, and for financial priorities to be set. It is a good time and place for board members to explain any challenges facing the community for the record – even if very few residents attend, and even if it is incorporated into a regular board meeting. The budget meeting serves to present a comprehensive view of the association’s financial condition. The board should hold the meeting, document it in the minutes, and retain a summary of discussion for future years. For an association to move forward, it must know where it has been. As board members change over time, a good record of historical concerns can benefit new members and residents. The manager and board can then refer to notes from previous budget meetings to ensure that past concerns have been considered in the current budget. That record can help clear the fog out of next year’s crystal ball!
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| 21
By Crystal Partin, CMCA, AMS, PCAM Crystal is a manager with National Reality Partners, LLC, AAMC and has been in the community association industry since 2008. Crystal’s experience includes leading varying size condo and homeowner associations as a portfolio and onsite management. She’s an active WMCCAI member and currently serves on several committees.
Practical Tips to Achieve
A
chieving quorum at membership meetings can be a challenge for many associations. The quorum requirement dictates the numbers of members who must be represented, in person or by proxy, to conduct business. The requirements can be found in applicable state statutes or the association’s governing documents. Failing to achieve quorum is a waste of community resources. Time and money are spent to organize, plan, schedule, notify members, and conduct the meeting. It’s best to consider using those resources to achieve the goal of obtaining quorum on the first attempt.
What works for one community may or may not work for another. Understanding the owners’ level of involvement and the community’s prior challenges and successes will help the manager and board determine how aggressive they may 22 | Quorum
need to be to obtain a quorum. Below are some suggestions to help achieve quorum.
BEFORE THE MEETING •
Planning is Essential – The sooner, the better! It is not uncommon to plan meeting dates up to a year in advance. This allows advance notification to owners who may attend.
•
Communication is Key – As soon as the meeting is scheduled and the location is confirmed, it is important to communicate this information everywhere and as often as possible. Notices and reminders should include the announcement of topics that will be discussed at the meeting. The more frequently owners see this information, the more likely they will recognize the importance of the meeting, become interested in the topics to be discussed, and make it a priority to attend. In addition to mailing the required meeting notification information, below are other suggestions that could be used to communicate the need for meeting
•
attendance. 1. Postcard “Save the Date” Reminders 2. Community Newsletters 3. Community Social Media Sites 4. Bulletin Boards 5. Community Website 6. Street or Lobby Signage 7. Community-wide Blast Emails 8. Notices Within the Clubhouse 9. Notices by a Common Cluster Mailbox 10. Gym, Pool, or Other Frequently Visited Areas 11. Community Events Get Proxies – Obtaining a substantial number of proxies before the meeting is essential for reaching quorum and holding a successful meeting. The easier it is for someone to submit their proxy, the more likely they will. There are several ways that could help with receiving proxies. 1. Make the proxies and instructions for completing them readily available to residents. Post them on the community website, include an attachment to each blast email and
2.
3.
4.
5.
include hard copies inside the management office, the clubhouse, or poolhouse area. Consider using electronic proxies and an online voting service. Offering a third party electronic voting system may save time and money for the association. Additionally, it allows the owners an easy and quick way to vote from their electronic devices at any time. If your meeting date coincides with the submission of other forms (i.e. pool pass application, parking application, etc.), include the proxy on the back of the form. When owners submit their forms, they can easily submit their proxy. Consider hosting a proxy event. It could be something as simple as offering coffee and donuts in exchange for your proxy or a “Pizza for Proxy Party”. Owners often appreciate the opportunity to enjoy food and socialize with their neighbors. Community volunteers and board members knocking on doors and asking for signatures can be extremely effective. This is the most personable way, and it gives residents the opportunity to meet the leaders of the community as well as inquire about the meeting.
AT THE MEETING •
•
Offer Refreshments – Offering food and drink is always an incentive to attend. Many boards will budget the cost of refreshments into their annual association budget. This allows owners more time for socializing during registration and supports the meeting as more of a community event rather than an obligation. Owners that attend immediately after work will appreciate the opportunity to relax a little and have a snack. Recognize Volunteers at the Meeting – At annual meetings, the board should recognize all volunteers and committees that helped make the community successful over the course of the year. Showing public gratitude and appre-
ciation to community volunteers encourages continued volunteerism and motivates others to participate. Some owners may attend just to congratulate and support their neighbors and friends. •
•
Make the Meeting Interesting – No one wants to attend a mind-numbing meeting. Therefore, discuss substantive topics that interest the owners. Allow board members, committees, and clubs to promote their work by recapping events and accomplishments, plans for the future, and roles in the community. Owners in attendance may not be aware of all of the hard work performed by community volunteers or may wish to volunteer to assist for future work. Provide a variety of speakers during the meeting. Different speakers add interest, and a variety of personalities will help connect to everyone in attendance. The treasurer could give a briefing on the budget, or other board members could speak about one specific project. Add some visuals such as photos or a short presentation to highlight projects. Interesting and informative meetings will encourage attendance at future meetings. Offer Door Prizes or Raffles – If residents know there is an opportunity to win something, they may attend for that reason alone. Association contractors and local retailers frequently donate prizes for the meeting if you simply ask, or in exchange for free ad space in the community newsletter or website. These companies are proud of their work and partnership with the community. They are eager to participate and offer anything from promotional marketing items to gift certificates — just be sure to disclose who was generous enough to provide a donation. If there are several opportunities to win, it offers positive excitement in the room at the time of the drawing!
Partner with Associa. We work closely with each of our clients to understand their vision and each community's distinct features. Associa Community Management Corporation and Select Community Services believes this is the key to delivering a smooth operation for our boards and a better experience for our homeowners.
CONTACT US TO LET EXPERTS HELP GUIDE YOUR COMMUNITY.
Nicholas J. Mazzarella MBA, CMCA®, PCAM®, LSM® President 703.230.8586 www.cmc-management.com
AUGUST 2017
| 23
By Michael L. Zupan, ESQ. Mike is counsel with MercerTrigiani and serves as a member of the Quorum Editorial Committee. He previously served on the Education Committee for the Washington Metropolitan Chapter Community Associations Institute.
Can’t Make
Section 55-79.76.C of the Virginia Condominium Act May Help
Q
uorum is the percentage of owners whose attendance at an association meeting is necessary for business to be conducted.1 If the requisite quorum is not achieved at an association meeting, no business, including elections, can be validly undertaken. The concept of quorum is so essential to common interest community associations that it was chosen as the name of this magazine. Governing documents generally establish quorum requirements for association meetings— both condominium unit owners association and property owners associations. Unfortunately, many associations have difficulty meeting these quorum requirements and holding association meetings. Two years ago, the Virginia Legislature provided some relief to Virginia condominium unit owner associations facing this problem. Historically, quorum thresholds were set high, assuming that owners should and would attend meetings where important community business was being discussed 1 Quorum requirements also apply to board of directors meetings - usually requiring a majority of the board to be present before business may be conducted.
24 | Quorum
and critical decisions were being made. Following this thinking, many condominium instruments require the attendance of a significant percentage of ownership to achieve quorum; some requiring a majority of the ownership interest (more than 50%) to be present at the meeting. For most condominium unit owners associations, the quorum requirement is expressed as a percentage of the common element interest ownership or total votes, rather than a specific number of units or unit owners. If the condominium instruments are silent, Section 55-79.76.A of the Virginia Condominium Act (”Act”) sets the required quorum at 33 1/3% of the total votes of the association.
Many condominium unit owners associations still find it difficult to meet their quorum requirements. Over time, participation in volunteer activities waned, and drafters of condominium instruments reduced quorum thresholds.
Likewise, the Act now authorizes a quorum of as low as 10% of the total votes if the condominium instruments so provide. (Section 55-79.76.A of the Act. 2) Ten percent is the minimum. If you belong to such an association, all is not lost. In 2015, the Virginia legislature added a new Subsection C to Section 5579.76 of the Act. Under Section 55-79.76.C of the Act, a court may order that an annual meeting of the unit owners be held and reset the quorum requirement to allow the unit owners a better opportunity to achieve quorum and elect a board of directors. (A similar provision was not added to the Virginia Property Owners’ Association Act. ) Before a court may reduce the quorum requirement pursuant to Section 55-79.76 C of the Act, it must be established that: • The association has been unable to hold an annual meeting due to the fail2 Section 13.1-840 of the Virginia Nonstock Corporation Act (which applies to homeowners associations and incorporated condominium unit owners associations) authorizes a circuit court to order a meeting of the corporation members under certain circumstances. However, Section 13.1-840 of the Virginia Nonstock Corporation Act does not authorize the courts to reduce quorum requirements if the corporation has been unable to achieve quorum.
ure to obtain quorum for three successive years; and • The association has made good faith attempts to convene an annual meeting. Section 55-79.76.C of the Act allows a condominium association or a unit owner individually to petition the circuit court (of the jurisdiction wherein the condominium is located) to reduce the percentage of ownership necessary to achieve quorum. The board of directors does not have to agree with the petition. However, if a unit owner wishes to file a petition, the unit owner must give the board of directors of the association a copy of the petition at least ten days before filing. As outlined above, the association must have been unable to achieve quorum and hold a valid annual meeting (and thereby elect board members) for three consecutive years. If the association is able to achieve quorum, hold an annual meeting and elect board members within this three-year period, Section 55-79.76.C of the Act will not apply. Additionally, the condominium unit owners association must have made good faith attempts to convene the annual meeting during this consecutive three-year period. Because this statute is new, the actions necessary to show good faith attempts to convene an annual meeting are not yet defined. At a minimum, the requirements set forth in the condominium instruments for annual meetings, including scheduling the annual meeting at the time proscribed in the condominium instruments and sending notice as required, should be followed. Also, the sitting board should appear at the proscribed time and place for the annual meeting in an attempt to hold the meeting. Additional efforts, many of which are suggested elsewhere in this issue of Quorum (i.e. organizing a targeted effort to obtain proxies, serving food, awarding prizes, etc.), are also beneficial in demonstrating that good faith attempts were made to achieve quorum and hold the annual meeting. Any quorum reduction ordered by the court will take effect at the annual meeting following the court’s decision. However, it may take several months before a petition
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Attorneys for Community Associations in Maryland and the District of Columbia Thomas C. Schild Scott J. Silverman John E. Tsikderanos (301) 251-1414
filed in the Virginia Circuit Court reaches a final decision. If the condominium instruments require that the annual meeting be held on a specific day, the petition should be filed well in advance of that day. Obviously, Section 55-79.76.C of the Act does not cure all ills related to annual meetings for Virginia condominium unit owner associations. And pursuing judicial relief will involve the expenditure of association funds. Yet, the statute does offer possible
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relief for those associations that have been unable to hold an annual meeting and elect board members for at least three consecutive years because the association has not met its quorum requirement. If your association falls into this category, your association may want to consider asking the court for to reduce the quorum requirement so that an annual meeting and election of board members may be held.
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By Juan R. Cardenas, ESQ.
By Leslie Brown, ESQ.
Juan is a shareholder with the law firm Rees Broome, PC and is co-chair of the firm’s community associations practice group. He has over 25 years of experience representing community associations of all sizes in Virginia and is regularly rated as top community associations attorney in the Washington, D.C. metropolitan area.
Leslie is counsel with the law firm Rees Broome, PC, representing community associations and other nonprofit and business entities in the D.C. area. She was previously co-chair of the Quorum Magazine Editorial Committee.
Using Robert’s Rules of Order Effectively
What are Robert’s Rules of Order?
Most people have heard of “Robert’s Rules of Order.” Robert’s Rules is a set of parliamentary procedures for the effective administration of meetings. Many association governing documents stipulate that meetings must be conducted in accordance with Robert’s Rules.
Who was Robert anyway? Henry Martyn Robert was born in 1837 and was an engineering officer in the U.S. Army. Without warning, he was asked to preside over a public meeting in a community church regarding the abolitionist movement, and he realized that he did not know how. The meeting erupted in conflict and resulted in chaos. Sound familiar? Robert resolved that he would learn about the parliamentary procedure before attending another meeting and wrote Robert’s Rules of Order. It was first published in 1876 and was loosely based on the rules of the U.S. House of Representatives at that time. The current edition is the 11th edition.
Why are Robert’s Rules useful? Robert’s Rules regulates the conduct of meetings. By utilizing one set of “rules,” members have the same understanding of the meeting process and are using the same 26 | Quorum
terms and language allowing for everyone to be heard and make decisions without confusion. It is a process for bringing discussion to closure, for making formal decisions, and for resolving any parliamentary disputes which might arise. This process can be used by both boards and the association membership (each referred to in this article as the “body”).
Making Motions A motion is presented by someone “obtaining the floor,” which means waiting for the last speaker to finish. The person will then address the chair by saying “Mr./Madame Chair” and then wait for the chair to recognize the person. The person will then make his or her motion. Motions should always be stated affirmatively, such as “I move that the board/association ...” rather than, “I move that the board/association does not….” A member of the body needs to second the motion. The chair will call for a second. If there is no second, then the motion is lost. If there is a second, the motion is then put before the body for consideration. The chair will say, “it has been moved and seconded that we ....” This places the motion before
the body. The body then either debates the motion or may move directly to a vote. A person can second a motion that he or she does not agree with. This a procedural tactic to have a motion voted on and fail so the decision will be of record.
Amending Motions The proper way to make a motion to amend another person’s motion is to request the chair to restate the motion. Once the question is on the floor, it belongs to the body; it cannot be amended by asking the maker of the motion to accept a modification. It must then be amended with a motion to add language, strike language, etc. and then be seconded. Only one amendment can be considered at a time. An amendment must be germane to the motion it seeks to amend. An amendment that does nothing but make the motion a rejection of the original motion is not proper. The person who seconded the motion does not have the right to require consent to the proposed amendment to the motion. It is that person’s responsibility to withdraw
out “I object...” or, pause and if no one objects state, “Since there is no objection to... the action is...” A good time to use “Unanimous Consent” is to approve the minutes.
Calling the Question
their second if they do not agree with the amendment.
This is the colloquial form of a motion for a request to “Close Debate.” When someone says “Call the Question,” it is not appropriate to just proceed to vote on the main motion. Everyone may not be done discussing the motion. The chair can handle this situation in two ways: Ask the person who has said “Call the Question” if he/she is making a motion to Close Debate and if so, is there a second to the motion? The other and best alternative is to try to handle it by “Unanimous Consent.” When someone says, “Call the Question,” the chair can state “If there is no objection, we will vote on the motion”, [pause] then state, “Hearing none, all in favor of the motion to [the action to be taken] signify by saying ‘Aye,’ [pause] Those opposed ‘No.’”
Debate
Withdrawing Motions
The time for the motion maker to speak in favor of his or her motion is after the motion has been made and seconded, not at the time it is presented. The motion maker is always allowed to speak first. The chair should establish time limits for debate.
After the chair states the motion and the body discuss it, if the maker of the motion wants to withdraw the motion, the maker should ask the chair for permission to withdraw the motion. The chair does not need to ask permission of the person who seconded the motion. The chair should first treat it as a “Unanimous Consent” request, “Unless there is any objection, the motion is withdrawn.” Anyone can also ask the maker to withdraw the motion, but only for that brief period before the chair restates the motion. At that point, the motion cannot be withdrawn.
General discussion at association membership meetings should be restricted to an “open forum” section; otherwise, members should not be given the floor unless a member makes a relevant motion, which then receives a second. At board meetings, informal discussion among Board members without a motion is permitted, but it is up to the chair to make sure that the discussion remains focused. The chair may make an initial determination as to whether anyone has any objections to the motion. If there are none, the chair can utilize the “Unanimous Consent” process whenever there seems to be no opposition. The chair says, “If there is no objection, the … action will be taken.” Or ask, “Is there any objection to....?” Wait for a member to call
Point of Order The use of “Point of Order” is available when a person wishes to object to a breach of the rules, such as when two people are talking at the same time at a meeting. The person raising a “Point of Order” must do so right after the breach. The chair must rule or put it to a vote. “Point of Order” should not be used simply because a person disagrees with the motion.
Tabling Motions
It is not appropriate to move to “table” another person’s motion simply because someone opposes the motion. Tabling a motion is to be used only when something else urgent comes up or, at the time, there is not enough information to vote on the question. A tabled motion can be taken up at any time with a simple majority vote. A motion to table must be seconded and is not debatable.
Voting on Motions The method to vote on any motion depends on the situation and the requirements of the governing documents. The methods most commonly used in the community association context are as follows: •
•
•
By Voice: The chair asks those in favor to say, “aye,” those opposed to say “no” or “opposed.” This method can be used at association membership meetings when elections are uncontested, and the Bylaws do not otherwise require a vote by ballot or in secret. This method is also used in board meetings. By General Consent: When a motion is not likely to be opposed, the chair says, “if there is no objection ...” The body shows agreement by silence, however, if one member says, “I object,” the item must be put to a vote. This method is generally used to approve meeting minutes. By Ballot: Members of the body write their vote on a slip of paper (or via electronic means if permitted). This method is used when written ballots or secrecy is required by the governing documents. This method is most applicable for the election of directors and other special actions.
Conclusion
If one truly understands Robert’s Rules, then one will appreciate that it is not a hypertechnical set of difficult regulations. They are merely a framework for boards and associations to conduct orderly meetings and effectively administer the business of the association. AUGUST 2017
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By Mary Horner, ESQ. Mary joined MercerTrigiani in September 2016 as an associate attorney after serving as a judicial law clerk to the Judges of the Alexandria Circuit Court. She serves as a member of the Quorum Editorial Committee.
Preventing Proxy Problems P
roxies enable an owner to participate in association governance when the owner is unable to attend an association meeting. Proxies make it possible for associations to achieve quorum so that a meeting may be convened allowing the conduct of association business, including election of directors. While proxies are undoubtedly beneficial, proxies are often a source of great confusion and may be subject to challenge if not carefully drafted to comply with requirements established in association documents and applicable law. But, proxy problems can be prevented if given attention and with attention to detail. So, what exactly is a proxy and why is it important to adhere to proxy requirements? A proxy is a type of power of attorney (some would say a limited power of attorney) – written authorization for one person, the proxy holder, to act on behalf of another. In the case of association elections, a proxy confers authority on the proxy holder to vote on behalf of an owner who may be unable to attend the meeting. A proxy is not an absentee ballot. The proxy holder must be present at the association meeting to vote or otherwise act on behalf of the
28 | Quorum
owner. Proxies cannot be assigned (reassigned) by the person who is designated as proxy holder; only the owner may designate a proxy. Because a proxy authorizes one person to exercise the legal rights of another, the proxy form must be precisely drawn to comply with specific legal requirements. Although a proxy may appear to be a simple form, the proxy form carries great legal weight. If the proxy does not meet legal requirements, the proxy is invalid. It is absolutely necessary that the proxy form is drafted to comply with the requirements of the association documents and the law.
In drafting the proxy form, association leadership and management should give great care and be familiar with legal requirements. Proxy forms and proxy requirements are best understood with guidance from association legal counsel. Legal counsel can assist in assuring compliance with both the association document provisions, which often set forth comprehensive requirements and applicable statutes establishing proxy requirements.
Proxy requirements contained in association documents vary widely from association to association. An essential first step – check association document proxy requirements. The second step, check statutory requirements, particularly statutory changes. Proxy review and preparation should be part of an annual review of all association meeting documents – notice, agenda, proxy. In preparation for association meetings, special attention should be given to the following proxy requirements: • Signature. Typically, association documents and statutes require all owners of record to sign the proxy form in order to be effective. A full review of submitted proxies before the meeting is recommended to ensure that proxies contain the requisite signatures. The association should also ensure that the association ownership roster is up-todate so that proxies can be properly checked against accurate and complete ownership information. • Submission. The meeting notice package should contain clear instructions on completing the proxy form, offering direction on when, where and
•
•
•
•
with whom completed proxy forms must be filed. For example, if the documents require proxies be filed with the association secretary before the meeting, the proxy instructions should contain that information. Acknowledgment. Association documents may require a proxy be acknowledged or notarized. While the requirement for acknowledgment is understandably burdensome, if documents require acknowledgment, the proxy will be invalid if not properly acknowledged and notarized. Witness. Often, a witness is required to observe the proxy being signed. The witness may also be required to provide a full name and address. Date. A proxy must be both signed and dated. Ensuring that proxies are dated enables management to confirm that a proxy is valid for the respective meeting and not expired. Proxy Holder. Association documents may limit who is qualified to serve as a proxy and may limit the number of proxies a person may hold. The proxy form may contain default provisions providing that if an owner fails to designate an individual as proxy holder, an officer or the meeting secretary, for example.
Association documents may establish additional proxy requirements, or documents may not reference proxies at all. If association documents are silent, the association should review applicable statutes for guidance. If the proxy requirements established in the association documents have proven too burdensome or are presenting challenges to obtaining valid proxies, the association should consider amending the documents. Proxies are not simple documents, but the proxy form should be drafted to be understandable. Thorough preparation prior to an association meeting and careful review of proxy requirements can help ensure proxies are drafted to comply with the document and statutory requirements. Proxy instructions, in addition to a detailed review of proxy requirements prior to a meeting, is also helpful. Proxy instructions should clearly and precisely explain how to com-
plete proxies and highlight the importance of completing proxies with all required information. Preparation and careful review by management, the appropriate committees, and association legal counsel prevent proxy problems. More importantly, proper preparation also helps to avoid proxy challenges that disallow owner votes. Ensuring that owners can exercise the right and opportunity to vote should be a primary goal.
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Proxies at Board Meetings - No While proxies are generally accepted at association meetings, proxies cannot be used by absent directors to vote at board meetings. Board members must be present (which may include telephone or electronic) to vote. Members of the board are fiduciaries, empowered and burdened with decision making on behalf of the association. An essential component of that decision making is the exchange of ideas and discussion at board meetings. If a director is not present, that exchange cannot occur. Thus, the power and duty of a director to vote may not be delegated.
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Statutory Proxy Problems at a Glance Virginia • Condominium Act § 5579.77, • Nonstock Corporation Act § 13.1-847 and § 13.1-847.1 Maryland • Condominium Act § 11-109 District of Columbia • Condominium Act § 421903.05
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By Sam Wiest, ESQ. Sam is an associate attorney at Dugan, McKissick and Longmore, LLC. He represents and advises condominium and homeowners associations, in addition to assisting developers draft governing documents for condominiums and HOAs.
Staggering Odds:
How to Maintain Staggered Board Member Terms
M
any association bylaws state that at the time control of a board is transitioned to homeowners from the developer, the initial members of the board of directors are elected to terms of differing lengths so that their terms do not all terminate at the same time. For example, on a three-person board with three-year terms, one director would receive a three-year term, another a two-year, and the last a one-year term. Subsequently elected board members would then be elected to three-year terms, resulting in one board position being up for election each year. Staggering the terms of the members of the board of directors in this way helps prevent a situation in which all positions on the board of directors are up for election at a given time, risking a complete whitewash of the board membership where all elected members are new to the board. Such a board can create serious problems for associations because of the newly-elected board’s potential unfamiliarity with the responsibilities of board members, how to run the association, and why past boards took the actions they did. Institutional memory, stability, and continuity can all be lost. Thus, it is very helpful and important to maintain the staggered terms initially established. Here are a few suggestions to assist in this effort: First, when replacing a board member who resigns or otherwise removed from the board of directors, that person’s replacement should
30 | Quorum
serve for the remainder of the term of the person who left the board of directors. If the governing documents provide for this option, it is the best way to maintain staggered terms. Second, and nearly as important as the first: associations should not wait to appoint a new member to the board of directors, but do so quickly. Most bylaws provide that when a seat on the board of directors is vacated, the remaining members of the board may select a replacement. This should be done promptly, rather than wait until the next election meeting. The temptation may be to wait until the next election meeting to allow the members of the association to have a voice in who will lead the association. However, the result is a delay in having a full board and also affects the term staggering because of the confusion caused at the election of whether the newly elected person should complete the remainder of the term of the seat being filled or whether they should get a new, full term. A new board member should be selected promptly and should fill out the term of the seat that was vacated (so long as the bylaws provide for this). Third, there is a difference between the board of directors of the association and its officers—they are not the same! The board of directors has the power to set budgets, enforce covenants, and set policies for the association and are frequently elected to multi-year terms, such as three years. In contrast, the officers often serve for less time, such as one year, and
serve in administrative roles. The board of directors will typically be elected by the general population of the association and thereafter the board of directors will select the officers of the association. Recognizing the difference between these two roles can help maintain the integrity of board elections and, as a result, staggered terms.
Staggering the terms of association board of directors provides essential stability to associations. After staggered terms have been lost, it may be difficult to reinstate them without amending the governing documents to allow an elected member of the board of directors to serve for a period shorter than the full term outlined in the governing documents. However, it can be very difficult to amend governing documents, which further confirms the importance of maintaining staggered terms. Underlying all of this is the importance of knowing and understanding what the governing documents say regarding the election, resignation, removal, and replacement of members of the board of directors. Associations must take the time to become familiar with their documents and seek and follow the advice of competent legal counsel.
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Thomas Schild Law Group, LLC www.schildlaw.com 401 North Washington Street, Suite #500 T: (301)251-1414 Rockville, MD 20850 Thomas, C. Schild, CCAL tschild@schildlaw.com Scott J. Silverman ssilverman@schildlaw.com
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Alliance Association Bank T: (703) 856-7463 Direct Tracy Burkhammer tburkhammer@AllianceAssociationBank.com Mutual of Omaha Bank Community Association Banking/CondoCerts Noni Roan T: (301) 639-5503 Noni.Roan@mutualofomahabank.com ENGINEERS
ETC Engineering and Technical Consultants Inc. Water intrusion, roofing, exteriors, windows, balconies, property studies, structural & architectural services www.etc-web.com T: (703) 450-6220 Mindy Maronic mindy@etc-web.com Falcon Engineering, Architecture + Energy Consultants 7361 Calhoun Place, Suite 325 Rockville, MD 20855 www.falconengineering.com T: (240) 328-1095 Stew Willis info@falconengineering.com
32 | Quorum
Associa-Community Management Corporation, AAMC 4840 Westfields Blvd., Suite 300 T: (703) 631-7200 Chantilly, VA 20151 F: (703) 631-9786 11300 Rockville Pike, Suite 907 T: (301) 692-1700 Rockville, MD 20852 F: (240) 221-0443 Nick Mazzarella, mba, cmca, pcam, lsm NMazzarella@cmc-management.com Barkan Management Company, Inc 8229 Boon Blvd., Suite 760 Tyson Corner, VA 22182 Michael Feltenberger, cmca, ams, pcam
T: (703) 388-1005 F: (703) 388-1006
Capitol Management Corporation 12011 Lee-Jackson Highway, Suite 350 T: (703) 934-5200 Fairfax, VA 22033 F: (703) 934-8808 L. Peyton Harris Jr., cmca, cpm lph@capitolmanagementcorp.net Cardinal Management Group 4330 Prince William Parkway, Suite 201 T: (703) 569-5797 Woodbridge, VA 22192 cardinal@cardinalmanagementgroup.com Thomas A. Mazzei, cmca, ams, pcam cardinalmanagementgroup.com CFM Management Services, AAMC 5250 Cherokee Ave, Suite 100 T: (703) 941-0818 Alexandria, VA 22314 F: (703) 941-0816 Christiaan Melson, ams, pcam cmelson@cfmanagement.com
CAMP (Community Association Management Professionals) 1921 Gallows Rd., Suite 320 T: (703) 821-CAMP (2267)Tysons Corner, VA 22182 Heathergraham@gocampmgmt.com Susanblackburn@gocampmgmt.com Comsource Management, Inc. AAMC www.comsource.com 3414 Morningwood Drive T: (301) 924-7355 Olney, Maryland 20832 F: (301) 924-7340 Tony Martella, cmca, ams, pcam tmartella@comsource.com FirstService Residential DC Metro LLC, AAMC 11351 Random Hills Road, Suite 500 T: (703) 385-1133 Fairfax, VA 22020 Robert Teeling robert.teeling@fsresidential.com KPA Management, AAMC 6402 Arlington Blvd., Suite 700 Falls Church, VA 22042 Offering personalized service Ed Alrutz, CPM, CMCA, PCAM
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Legum & Norman, Inc., AAMC 3130 Fairview Park Drive, Suite 200 T: (703) 600-6000 Falls Church, VA 22042 Direct: (703) 970-8811 John Rhodes jrhodes@legumnorman.com Sentry Management www.sentrymgt.com 4401 Ford Avenue, Suite 1150 T: (703) 642-3246 Alexandria, VA 22302 602 South King Street, Suite 400 T: (540) 751-1888 Leesburg, VA 20175 Dave Ciccarelli, ams, pcam dciccarelli@sentrymgt.com Sequoia Management Company Inc., AAMC 13998 Parkeast Circle www.sequoiamanagement.com Chantilly, VA 20151-2283 T: (703) 803-9641 Craig Courtney, pcam ccourtney@sequoiamgmt.com Zalco Realty Inc., AAMC, AMO 8701 Georgia Ave., Ste. 300 Silver Spring, MD 20910 Arthur Dubin,cmca, pcam, cpm Z.J. Chelec, cpm
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I NDEX TO ADVERTISERS A Alliance Association Bank...............................................................................................................12 Associa-Community Management Corporation, AAMC....................................................................23 B Barkan Management, LLC, AAMC..................................................................................................35 C Caldwell & Gregory, Inc...................................................................................................................11 Capital Painting Co.........................................................................................................................21 Clean Advantage Corporation..........................................................................................................29 PAINTING SERVICES AND RETAILERS
Capital Painting Co. www.capitalpainting.net 5520 Oakwood Road T: (703) 313-0013 Alexandria, VA 22310 F: (703) 922-1826 George Tsentas george@capitalpainting.net Ploutis Painting & Contracting Co., Inc. T: (703) 360-0205 8365 Richmond Hwy F: (703) 360-5439 Alexandria, VA 22309 info@ploutispainting.com Stella Ploutis www.ploutispainting.com Reston Painting & Contracting 619 Carlisle Drive Herndon, VA 20170 David Hamilton
Community Advantage a Wintrust Company.....................................................................................2 D Doody Calls....................................................................................................................................13 F Falcon Engineering, Architecture & Energy Consulting....................................................................31 FirstService Residential, AAMC.......................................................................................................35
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Williams Professional Painting 110 S. Floyd Street VA: (703) 768-8143 Alexandria, Virginia 22304 DC: (202) 751-2026 williamsprofessionalpainting.com Rick Williams Rick@williamsprofessionalpainting.com
L Legum & Norman, Inc., AAMC.......................................................................................................31 M Mutual of Omaha Bank...................................................................................................................21
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P Ploutis Painting & Contracting Co., Inc............................................................................................13 R Reston Painting Company................................................................................................................2 S Sentry Management, Inc...................................................................................................................7 T Thomas Schild Law Group, LLC......................................................................................................25 TWC Services, LLC..........................................................................................................................13 W Williams Professional Painting.........................................................................................................25 Windows Plus, LLC...........................................................................................................................4
AUGUST 2017
| 33
CUL-DE-SAC
By Bryan D. Newby, CMCA, AMS Bryan is the general manager for Arlington Oaks, A Condominium in Arlington, professionally managed by Zalco Realty. He is also a real estate agent working to educate buyers seeking homeownership in community associations in Northern Virginia.
E S T T N ! O IC I
n most places in the country, voting is looked upon as a right and a duty. In community associations, it can be a sport, and the competition is real! For some, losing is not an option. As community managers, we see a growing trend of contested elections throughout community associations. Members want to have a say in how their assessments are spent, how their community looks and works, and maybe push an agenda or two. So, they get involved and run for a seat on the board of directors for their community. Often members run out of frustration of the current state of the association. This frustration can turn into a lack of trust if the results do not turn out as they felt they would, forcing them to act and contest the results! Community managers must be prepared for the possibility of a contested election, and we must start with remembering who we are – Professional Community Managers. Keyword, being professional! When tempers rise and accusations fly, we must remain professional, and guide the association through this process in an organized and deliberate manner. Boards and managers must avoid pitfalls that can turn a contested election into a possible lawsuit. It starts with simply following the association rules. Make sure you guide your association in accordance with its governin-
34 | Quorum
documents and state and federal regulations. Provide proper notice to the community, document quorum, make sure you properly plan by sending proxies and calls for nominations well in advance, and ensure votes are counted properly. If your association does not have trouble meeting quorum, it is easy to take it for granted and miss important items such as providing proper notice. This could land your association in the hot seat if a nominee is unhappy with the results. Get the meeting notice and call for nominations out using all available methods. Get your community excited, and educate them on the process of this meeting. This can help avoid a contested result due to lack of understanding.
If a tree falls in the woods and no one is there, does it make a sound? Documenting your quorum is just as important as getting a quorum.? Without proof that quorum was met, the unhappy resident can claim the association was not even able to hold the meeting. Thus, creating the need to hold the meeting again so he or she can rally more votes. Make sure your community has processes in place such as a sign-in method and a counting and recording method for
proxies. Announce that quorum has been met and provide the exact number which will create an air of transparency at the beginning. Counting the votes per the governing documents is very important. One vote may not equal one vote! Percentage of ownership is a term managers should be very aware of. One vote may not have the same “weight” as another which can cause someone to fall a bit shy of the “winners circle” during an annual meeting. It is best to retain a company that counts and logs votes for community associations as a service. They can use their software to calculate the votes per the ownership percentage and provide a clean, transparent result of the elections very quickly. This will be a document that can be shared with a frustrated resident to provide clarity to the situation. It also creates a clean record for the association’s files. As I stated above, community managers are the professionals. We must do our best to ensure our community is prepared and compliant. Contested elections can be a real test of an association’s understanding of its governing rules and processes. Make sure you as a manager know them like the back of your hand. Be the light your board looks to for a way out of a heated and sometimes sticky situation.
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OUR MISSION To optimize the operations of Community Associations and foster value for our business partners.