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Proposed Governing Document Revision

Proposed Governing Document Revision. Updated April, 2011. Agenda. Reasons for Governing Document Revision Structure of Governing Documents Summary of Proposed Revisions Approval Process. Part 1: Reasons for Governing Document Revision. Legal Review of 2009-2010.

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Proposed Governing Document Revision

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  1. Proposed Governing Document Revision

    Updated April, 2011
  2. Agenda Reasons for Governing Document Revision Structure of Governing Documents Summary of Proposed Revisions Approval Process Woodmoor Governing Docs

  3. Part 1: Reasons for Governing Document Revision

    Woodmoor Governing Docs
  4. Legal Review of 2009-2010 In February, 2009, the WIA Board asked WIA’s law firm, HindmanSanchez P.C., to perform an audit of Woodmoor’s governing documents. The Legal Audit Report was delivered in May, 2009, with detailed recommendations for changes to the documents. In June, 2009, Legal Audit and Covenant Advisory Committees were appointed to review the report and recommend specific changes. In July, 2010, the Legal Audit Committee’s report with recommended changes was delivered to the WIA Board. Woodmoor Governing Docs
  5. Primary Legal Reasons for Revisions Documents have no limitation of liability allowed by state law, nor any indemnification clause. Documents do not comply with current laws vis-à-vis: Registered Agent Provisions for owners calling special meetings Provisions for owners approving changes to governing documents Requirements for notice of meetings Requirements for audit and document retention Dissolution provision Woodmoor Governing Docs
  6. Other Benefits to Revising Documents Now Increase flexibility For example, documents state annual meeting must be held on last Monday of January instead of allowing board to set a date in January. Simplification For example: Combine 3 Declaration documents into one Clarification For example: Eliminate conflicts between Articles and By-Laws Remove legal language no longer needed For example, provisions covering Woodmoor’s first 5 years of incorporation. Woodmoor Governing Docs

  7. Part 2: Structure of Governing Documents

    Woodmoor Governing Docs
  8. Woodmoor’s Hierarchy of Governing Documents Declaration of Covenants - Describes organization of and covenants for Woodmoor Separate ones for: North Woodmoor, South Woodmoor, Woodmoor Placer (Commercial), Placer Tract A (YMCA) Changes require 75% of ALL Owners (now 2/3 per state law) Articles of Incorporation– Describes the Woodmoor Improvement Association Changes require 75% of voting owners By-Laws– Details on management of WIA and Woodmoor Changes require majority of voting owners Policies, Procedures, Rules and Regulations (a.k.a. “R&Rs”) Includes main R&R (Parts 1-4);Part 5 (Design Standards Manual); and Design Standards Manual for Multi-Family Developments Changes require majority vote of WIA Board of Directors Woodmoor Governing Docs
  9. History 1971 – Articles of Incorporation, Declarations of Covenants, and By-Laws were established for North and South Woodmoor 1973 – Declarations of Covenants established for Woodmoor Placer 1995 – By-Laws Amended 1998 – Annual dues increased by 2/3 vote in order to bring Woodmoor Public Safety into Woodmoor Improvement Association. No documents were changed. No changes to Declarations or Articles since 1973 Woodmoor Governing Docs

  10. Part 3: Summary of Proposed Revisions

    Woodmoor Governing Docs
  11. Proposed Covenant Revisions (1 of 2) Combine North Woodmoor, South Woodmoor and South Woodmoor Placer covenants into one, given that they are nearly identical Differences have to do with set-backs; those differences will be maintained in the combined document. Placer Tract A (YMCA) remains separate. Revised defined terms for consistency (removed “declarant”, added “ACC” and “Board”. Removed obsolete references to multiple classes of ownership. Simplified “Purpose of assessment” in response to suggestion of past board members. Woodmoor Governing Docs
  12. Proposed Covenant Revisions (2 of 2) Simplified clause restricting businesses in Woodmoor residences (no longer provides examples) at recommendation of ACC members. Removed reference to outside antennas as no longer legally enforceable. Removed language specific to Woodmoor’s first 20 years of incorporation. Removed language regarding FHA/VA as no longer required by law. Simplified language around annexation of new land to map to current laws (still requires consent of 2/3rdof owners) Changed 75% supermajorities to 2/3 per state law. NO change was madeto limits on the amounts fees may be raised (3% per year) or the interest rate that may be charged on late payments (8%). Woodmoor Governing Docs
  13. Proposed Articles Revisions Many sections rewritten at suggestion of WIA law firm to match the same legal template they suggest for new HOAs. Benefit: fully comply with current laws Benefit: provide WIA and Woodmoor owners with all legal protections allowed by current laws Use consistent definitions, especially of Lot Owners Change supermajority required to make changes to 2/3 to be consistent with Declarations. Now explicitly permits the hiring of a HOA manager for WIA, per state law Woodmoor Governing Docs
  14. Proposed By-Laws Revisions (1 of 2) Clarify definition of terms used in document Allow date of annual January meeting to be set by Board Currently mandated as last Monday of month. Changes to comply with state law: Notice periods Voting language Removed language that applied to the first 20 years of Woodmoor Replaced vague language regarding removal of board members Clear requirements for board members to attend meetings Clear procedures for removal and replacement of board members Woodmoor Governing Docs
  15. Proposed By-Laws Revisions (2 of 2) Indemnification clauses added (per WIA law firm). Anti-discrimination clause added. Added language describing how motions can be passed for emergency situations between meetings. Clarified WIA powers with regard to owners who are not in compliance with WIA rules (now matches state law). Added language reflecting legal requirements for auditability and retention of documents. Removed language redundant with the Declaration document. Clarified ambiguous text regarding election procedures. Woodmoor Governing Docs

  16. Part 4: Approval Process

    Woodmoor Governing Docs
  17. Obtaining Woodmoor Approval for Proposal January 31, 2011: Proposal presented at annual meeting with details posted on Woodmoor.org. April, 2011: Proposal details and ballots sent to all Woodmoor owners with May 31 deadline for return. Balloting details: Separate votes required for the three levels of documents All votes can be submitted in single envelop, via mail or drop off at WIA office. June, 2011: If insufficient ballots received, WIA board will discuss options for obtaining approval at open board meeting . Woodmoor Governing Docs

  18. Questions?

    Woodmoor Governing Docs
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