WORK SESSION MEETING OF THE HOT SPRINGS VILLAGE PROPERTY OWNERS ASSOCIATION BOARD OF DIRECTORS 9:00 A.M., APRIL 4, 2012 OUACHITA BUILDING A work session meeting of the Hot Springs Village Property Owners Association Board of Directors was held at 9:00 a.m., Wednesday, April 4, 2012 at the Ouachita Building of the Ponce de Leon Center. Board members attending were: President Jerry Kosoglow, V.P. John Cooney, Bob Brandt, Tom Bryant, Katie Feather, Mike Misch and Jim Owens. Attending from staff were: General Manager Scott Randall, Chief Financial Officer Don Yucuis, Asst. to Gen. Mgr. Linda Mayhood (absent), Dir. of Golf John Paul, Dir. of Recreation and Club Services Stephanie Stone, Dir. of Public Safety Laroy Cornett, Dir. of Public Works Randy Noles, Dir. of Planning and Inspections Steve White, Marketing Manager Dannet Botkin, Communications Specialist Lisa Watson and Secretary Suzette Tadlock. Also attending: Holly Daste, Village Voice and Jeff Smith, Sentinel Record (absent). Approximately 80 people were in the audience. Call to Order: Prayer/Pledge: Proclamation: Guests: Order of Business: President s Remarks: Board Comments: President Kosoglow called the meeting to order at 9:00 a.m. Jessieville High School students were in attendance to video the meeting. Director Brandt gave the prayer followed by the pledge of allegiance led by President Kosoglow. President Kosoglow read and presented a Proclamation to Betty Fancher and Kim Harrison proclaiming April 2012 Parkinson s Disease Awareness Month. None. The order of business was approved upon MOTION by Director Bryant, SECONDED by Director Owens and unanimously APPROVED. None. Director Bryant advised that members of the NCAA Women s Golf Tournament recently held really appreciated the hospitality of the Villagers. Katie Feather stated her granddaughter has been named Player of the Year for Garland County and will sign a letter of intent for Southern Arkansas University for basketball. She thanked everyone for the wonderful time during her three years on the Board. Following her retirement from the Board she will be working on a dog park.
Page 2 Director Brandt gave a quote. Director Owens congratulated the three new Board members Keith Keck, Frank Leeming and Bobbie Bateman and thanked the candidates for running. He stated Katie Feather, Bob Brandt and Mike Misch will be missed on the Board. V.P. Cooney also congratulated the three new Board members. He commented on the Vietnam Veterans celebrations held recently and thanked all who worked on this project. Gen. Mgr. s Report: Scott Randall gave the General Manager s Report (see written report attached). He reported golf rounds are up more than 9,500 rounds through March and reported on the successful Board of Realtors open house held last weekend and upcoming British Week and the Village s first Triathalon in June. Lisa Watson, new Communications Specialist, was introduced. 2011-12 Annual Com. President Kosoglow encouraged everyone to read the standing Reports: committee annual reports that are posted on the website. He stated he appreciated all the work of our committees. Questions Re: Agenda: Art Judd commented on paving and would like non-poa sponsored events to be posted on the electronic message boards. NEW BUSINESS: 2012 Paving Program: Randy Noles presented the recommendation of the Public Works Dept. and Public Works Committee to accept the bid of Cranford Construction Company in amount of $1,250,305 for the 2012 Paving Program. He advised that Cranford will complete all items from last year before signing the new contract for this year. Discussion followed. Director Brandt questioned the use of Superpave over the types of pavement previously used. Mr. Noles stated that all asphalt produced now is Superpave Director Owens stated his experience with Cranford Construction was that they were an extraordinary company that stands behind their work. He stated the problems in the Village from Cranford last year in the Village were due to an inexperienced work crew. President Kosoglow urged people to attend the next Public Works Committee if they have paving concerns. This matter will be on the agenda for the April 18, 2012 regular meeting. Amendment to Art. IV of the Bylaws: Director Misch reviewed a proposed amendment to Article IV of the Bylaws as follows: The only actions under the Declaration which require a vote of the membership are: (1) The election of Directors (2) A change in the annual assessment outside of the Board s authority to do so (3) The levy of a special assessment (4) The transfer of common properties
Page 3 and (5) Changes in the Declaration. Elections under (1) require a majority of those voting. Elections under (2) or (3) require a quorum of 50% of each class of membership and the assent of 51% of each class of members voting. Elections under (4) require the assent of 51% of each class of membership. Elections under (5) require a quorum of a majority of all owners in good standing and the assent of two thirds of those voting. Votes deriving from lots owned by the Property Owners Association will not be cast in elections for Directors of the Association. Votes deriving from lots owned by the Property Owners Association will be cast in the same proportion as the votes cast by all other property owners in good standing on all remaining elections under the Declaration. Director Misch stated In view of the likelihood of POA s lot holdings continuing to increase that it is in the best interest of the Village that the POA is precluded from being allowed to influence outcomes by casting votes for or against specific issues. The change which is on the agenda calls for voting the POA held lots by having that vote reflect the votes cast by the other property owners in good standing who care enough to vote. This accomplishes making it somewhat easier to establish quorum while giving those people who have chosen to vote a greater chance to let their voice be heard. Establishing quorum can be a real problem as we have a very large non-resident constituency and some are less interested in the Village than those who are resident property owners and see the problems daily. In the last Board election 4,815 residents voted, 3,787 non-residents voted - - as you know there are substantially more non-residents than residents. Quorum in this type thing is necessary to have the election count at all. By taking this approach, there is a greater mathematical opportunity to reach quorum but more important, the property owners care enough to vote actually telling the POA how to vote. For example, if the vote on something that requires 50% comes back 49% No, 51% Yes, the POA s votes go with that 49% No and it does not pass. If the situation is reversed where it is 51% Yes then the POA s votes are dictated by the votes of the people to be 51% and it passes. The advantage to the Village is obvious and the time to put this on the books is now and let s get it behind us. Discussion followed. Clark Vernon addressed the Board relative to this matter. He stated There is nothing in the Declaration that specifically says the POA can vote lots. It all falls to a legal opinion by a counselor that has represented this Village from the beginning and was engaged originally by Cooper. We don t have an independent counselor that has ever worked outside of this venue and not for Cooper opine on this, so I question this. The POA voting its lot inventory in the Declaration amendment elections is consistent with past practice. The problem here is that every time the POA votes a lot they are negating a
Page 4 valid members vote, it doesn t matter which side of the question they are voting on. If it is an illegal vote by the Association, every valid member who does vote, you are going to negate their vote. You therefore, are aligning yourselves against the membership by voting these lots. President Kosoglow stated that Mr. Vernon s opinion and his arguments in this area seem to be irrelevant to the position. It is the Board s premise that these lots are the property of the property owners and those people that are voting should be allowed to vote these lots and we are voting them in the same proportion as the property owners therefore, we must be matching their position on that issue. Mr. Vernon stated this stuffs the ballot box for quorum purposes and he doesn t understand the Board s concern with this because the Declaration states if a vote fails to generate a quorum that on a 90 day delay a similar vote can be held and only half of the required votes of the original quorum are necessary to constitute a quorum at a second meeting. Director Misch stated this was only true in an assessment election. Director Owens stated the issue of whether it makes a quorum or not was basically a moot point because what will count is whether the property owners vote for or against. It has historically been difficult to reach a quorum because of the large number of non-resident property owners who don t have the same interest as we have by doing this we at least get to put an issue to the vote of the people. What we are proposing to do is to support percentage wise exactly what the property owners of the Village have said they want to do. This means if we are voting against an issue that personally we would have liked to have seen pass - we will be voting against that issue because that s the will of the people. Personally, he finds all Mr. Vernon s arguments on this to be totally irrelevant. First, you argue the manner in which we have been voting these lots historically in the past and we have gone to great lengths to find a way to avoid doing that and be fair and represent the property owners of this Village and then you stand up and you have complaints against that. He stated he doesn t appreciate Mr. Vernon s arguments. Mr. Vernon stated his real objection if we accept what the Board is doing today with this amendment, we are in effect saying this is a reasonable resolution to a problem that in your opinion you don t think is a problem, that you have the right to vote and if we accept this then of course going forward we won t have these issues again. By doing this however, it also puts the people in the position if we thought you were wrong to vote these lots in the very beginning, it allows you to keep valid all previous votes on previous elections that might invalidate all these previous elections. It is a fundamental belief that unless the documents clearly spell it out, it has to be in the Declarations itself, not the Bylaws or any other documents, because the
Page 5 Declaration clearly says that it is superior to all other documents if there is a conflict between them. I understand from your position that you hope this would be a resolution that would just go away. If the people accept that then it will. If they don t accept that and that we never had the right to vote at all then this compromise might solve the problem going forward but it does not make those previous elections valid. Electronic Message Boards: Stephanie Stone presented the conceptual plan review for electronic message boards to be installed at the West Gate, East Gate and Ponce de Leon Center. She stated $50,000 had been budgeted for FY 2012 for installation of two electronic message boards. A third installation is budgeted for FY 2013. Upon Board concurrence, staff would like to proceed with soliciting formal bids for the installation of these signs at the West Gate and Ponce de Leon Center and defer the East Gate to coincide with the redesign of the DeSoto Blvd./Hwy 5 intersection improvements. If the concept is approved, staff will proceed with obtaining the ACC approval. Discussion followed. Steve White stated the ACC will review electronic message boards on a case by case basis. Mr. Randall stated the Board wanted to see the plans before going out to solicit bids. This will be coming back to the Board for bid approval. ACC decisions are appealable to the Board and if the Board does not like their decision, the Board can overrule it. Customer Service Ctr. Don Yucuis reviewed the conceptual plan for the first floor Customer Service Center. Significant elements of the plan include: Enclosing the vehicle drive thru to expand the reception area Opening the lobby/customer service area Installation of a customer service counter Portions of this project will be bid out including stone work, windows and lighting; and Public Works staff will perform framing, insulation and finishing work. The budget for the entire project is $40,000 and is in the process of being bid. Staff anticipates the work will be performed in June. This plan will be submitted to the ACC Committee for approval. A self-service computer station was suggested by President Kosoglow. Questions from the Aud- Ida Ferree, resident of Valencia Courts, addressed the Board to determine ience: who has responsibility for the management of the trash in the HSV townhouses. She stated she was a member of the Town House Association Board as well as the Secretary and was the Board liaison to the POA Board for the Town House Association. V.P. Cooney stated the POA is responsible for picking up the trash but is not responsible for managing the trash at the town houses. Mrs. Ferree stated the Town House Association bylaws don t mention trash. Director Misch suggested that she try to look at their bylaws to find a way to manage this. Mrs. Ferree also stated the size of the bins were too large for them to move. Mr. Randall stated this was discussed last
Page 6 fall with the Town House Association Board and larger bins were purchased for the Town House areas beginning in January 2012. Mr. Randall stated the responsibility lies with the Town House Association for keeping the trash areas clean. She stated she was getting a lot of complaints about the large containers. She would like for someone from POA to meet with the Court representatives and look at the problems. Mr. Randall stated he would be glad to meet with the Court representatives as long as the Town House Association Board was also in attendance. Connie Weidert addressed the Board about the gate guard uniforms being changed to polo shirts. She wonders where our security is going. She did not like their appearance to be softened and she was concerned that no one knew about this and that this should have been brought to the attention of the Villagers. President Kosoglow stated the gates will be a topic of discussion at its retreat in May. He encouraged her to attend this meeting. Director Owens emphasized that we do encourage people to come forward and speak their peace and they will listen but we may not always agree. Also, they have no control over what is published in the newspapers. Connie Stewart addressed the Board to ask that they rescind the policy about the garage sale permit signs. Debbie Mapes addressed the Board requesting to go back to the former policy of yard sale signs being 144 square inches with the sign put up the day before and taken down the day after and not requiring a permit. Director Bryant recommended she present these concerns to the ACC and they can bring their recommendations back to the Board. A man from the audience stated making the gates more accessible would be a mistake. Bill Behan commented that one bad thing can ruin everything you are doing. and the employees need to understand they are working for the property owners. Adjournment: The meeting adjourned at 10:30 a.m. followed by an executive session.