July 31, 2019
SG resolution 2019-05
BOARD RESOLUTION 2019-05 OF STONEY GLEN COMMUNITY ASSOCIATION
We, the undersigned, being all the Directors of Stoney Glen Community Association, organized and existing under the laws of Virginia, and having its principal place of business at PO BOX 2545, Chester, Virginia, 23831 (the “Corporation), hereby certify that the following is a true and correct copy of a resolution duly adopted at a meeting of the Directors of the Corporation duly held and convened on July 31, 2019, at which a quorum of the Board of Directors was present and voting throughout, and that such resolution has not been modified, rescinded or revoked, and is at present in full force and effect:
Therefore, it is resolved:
In accordance with applicable Virginia Law, in particular the Virginia Non-Stock Corporations Act, https://vacode.org/13.1-862(a3), the remaining Director of the Stoney Glen Community Association hereby names, Timothy Casten and Salvatore Errico to serve on the Board of Directors until the next regular Election of the Board of Directors.
June 12th 2019
SG resolution 2019-03
STONEY GLEN COMMUNITY ASSOCIATION
DIRECTORS STANDARD OPERATING PROCEDURES AND RESPONSIBILITIES
Members of the Board of Directors of the Stoney Glen Community Association volunteer their services to the Association for numerous reasons ranging from a desire to participate more closely in making decisions that affect the community to a desire to undertake a significant challenge. Frequently, however, directors accept positions on the board without an appreciation and understanding of the nature of the responsibility that they have undertaken. Board members owe a fiduciary duty to the Association, which includes a duty of loyalty, a duty of care and a duty of confidentiality. These duties begin at the time a person becomes a director, and except for the duty of confidentiality, terminate once he or she is no longer a director. A fiduciary is defined in Black's Law Dictionary as the highest standard of care that there is in being responsible for someone else's property. A violation of these duties may result in personal liability to a director. While a director may be protected by either the association's directors and officer's liability insurance policy or a personal liability insurance policy, a director must be aware of the responsibility he has and the duties he owes to the association in order to avoid potential liability. There are instances when fore-mentioned coverage did not cover an individual acting outside of their authority. Directors must also be aware of the potential for conflicts of interest to develop and the appropriate method of addressing such conflicts should they arise.
WHEREAS, the Board wishes to avoid self-dealing, actual or apparent, in its administration of the Association; and WHEREAS, the Board wishes to adopt requirements for directors in order to assure sound management of the Association:
NOW THEREFORE BE IT RESOLVED THAT the following shall apply:
* No Director shall use his or her official capacity to make or participate in making an association decision in which he or she may have a direct or indirect financial interest (other than an undivided homeowner interest).
* A Director shall disclose to fellow directors the potential for a conflict of interest as soon as it is apparent and will work to avoid even the appearance of impropriety.
* Each Director shall exercise his or her powers and duties in good faith, to the best of each director's abilities and with the utmost loyalty to the Association and Owners.
* No director shall use his/her position for private gain, including for the purpose of enhancement of his/her financial status through the use of certain contractors or suppliers.
* No director shall solicit or accept, directly or indirectly, any gifts, gratuity, favor, entertainment, loan or any other thing of monetary value from a person who is seeking to obtain contractual or other business or financial relations with the association.
* No director shall receive any compensation from the association for acting as a volunteer other than to be reimbursed for association expenses incurred that had prior approval and knowledge of a majority of the board.
* No promise of anything not approved by the board at a meeting can be made by any director to any subcontractor, supplier or contractor during negotiations.
* No director shall knowingly misrepresent any facts to anyone involved with the community that would benefit himself/herself in any way.
* Each Director shall respect the Association's property as corporation property and not take it or use it for self-serving purposes.
* Each Director shall not undermine the decisions and actions of the Board of Directors by acting outside of Board Meetings unless the action and/or decision is against the law and then the Director shall send a certified letter to the Board, at the current mailing address, advising them of the same.
* Each Director shall follow the Association's Enforcement Policy consistently and not take matters into his or her own hands to eliminate liability to the Corporation with all matters including the collection of assessments.
* Each Director shall have enough familiarity with the Governing Documents (Articles, CC&R's, Bylaws, Rules and Polities), Virginia Statutes relating to Property Owners and Non-stock Corporation Act, so that he or she can use them to assist the Board in the procedural and substantive decision-making process.
*Each Director shall seek to understand and fulfill the responsibilities of his or her position as a Director, including the additional responsibilities he or she may assume as an officer and/or committee member. If unable to perform these duties because of the time required or any other reason, that Director must advise the full Board.
* Each Director shall prepare in advance for meetings to make the best use of all participants' time. This includes review of relevant material received prior to meetings.
* Each Director shall be prepared to vote on issues properly noticed and properly placed on an agenda at a meeting and will not abstain unless there is a valid reason for an abstention and will advise the remaining directors of the reason for that abstention to be placed in the minutes.
* Each Director acknowledges that if he or she is delinquent on paying their assessments that they may not vote or hold any office within the Association.
* Each Director acknowledges that they do not have individual authority to enforce the governing documents by confronting owners or acting outside of the adopted Enforcement Policy.
* A Director shall not discuss Executive Session business outside of Board meetings, unless expressly authorized to do so by a majority Board or by the person who may have been discussed during the Executive Session meeting. This duty extends even after his or her term has expired.
* Copies of Attorney/Client communications are privileged, and copies are not to be distributed beyond the Board, unless expressly authorized to do so by the Board.
This duty extends even after his or her term has expired.
Each Director shall be familiar with all Association Contracts for services and expect no more from the Manager than is detailed in the contract. If additional services are desired, an agenda item will be requested for those purposes.
* Each director shall treat all fellow directors, owners and residents with courtesy and respect and shall not make personal attacks against anyone.
Caution: It is not the intent of these procedures to establish a Director's standard of care for a situation. Rather it is intended to assist directors in acting in a manner which may well be above the standard of care in order to avoid claims or accusations having merit as well as those without merit.
Duly adopted by the Board of Directors on June 12, 2019
June 12th, 2019
SG Resolution 2019-02
CODE OF ETHICS AND RULES OF CONDUCT FOR THE STONEY GLEN COMMUNITY ASSOCIATION BOARD MEMBERS, OFFICERS, COMMITTEE MEMBERS and CERTIFIED COMMUNITY REPRESENTATIVES
WHEREAS, the Board of Directors of Stoney Glen Community Association has the power and the responsibility to govern and make decisions for the community; and WHEREAS, the Board of Directors is responsible for appointing officers and committee members and committee chairs; and WHEREAS, the volunteer leaders of the Association are responsible for setting a high standard for behavior, have a duty to protect the interests of the association at all time, conduct themselves in a manner that is in the best interests of the community;
NOW, THEREFORE BE IT RESOLVED THAT the Board of Directors of Stoney Glen Community Association hereby adopts the following procedures that are applicable to all volunteers serving the community:
1. The Board of Directors will use its best efforts at all times to make decisions that are consistent with high principles and industry best practices and to protect and enhance the safety and property value of all owners.
2. No gifts of any type will be accepted from any resident, contractor, or supplier.
3. The Association will not contribute to any political parties or political candidates.
4. The Board and committee members will protect the confidentiality of the personal information of other Board members, residents, and employees.
5. No promise or representation of kind not approved by a majority of the Board shalr be made to any person, contractor, subcontractor, or supplier.
6. No drugs, alcohol, or substance use or abuse will be tolerated at Board or committee meetings ..
7. Language and conduct at Board and committee meetings will be considerate, respectful and professional at all times. Personal attacks against owners, residents, officers, directors, contractors and employees are not consistent with the best interests of the community and are strongly discouraged.
8. Understanding that differences of opinion will occur, opinions should be expressed in a clear, respectful and business-like manner.
9. Proper parliamentary procedure shall be followed in all board and committee meetings so that meeting will have order and proceed efficiently. Dissenting positions on motions should be stated clearly in the official records of the Association.
10. A Board member or volunteer shall not knowingly misrepresent facts to anyone involved in the community where such misrepresentation would benefit himself /herself in any way.
11. No Board member or volunteer serving the community may use his/her position to enhance his/her financial status through the use of contractors or suppliers. Any potential conflict of interest must be disclosed to the other volunteers, and to the Board of Directors.
12. The Board of Directors at the first Board meeting following the Annual Meeting will agree to abide by and sign this Code of Ethics.
13. Committee members at their first meeting after the annual meeting will agree to abide by and sign this Code of Ethics.
Each new Board member and volunteer will be provided a copy and be asked to sign a statement to the effect that they have been given a copy, have read it, and agree to abide by these Rules of Conduct.
Violations of the Code of Ethics shall be brought to the attention of the Board of Directors if the violation is allegedly committed by a committee member or other volunteer or to the President if committed by a board member.
Adopted June 5th, 2019 by Stoney Glen Community Association Board of Directors
Stoney Glen Board of Directors Resolution 2019-01
June 2, 2019
The Stoney Glen Community Association’s Board of Directors met last night and unanimously passed Stoney Glen Board of Directors Resolution 201901. Dealing with two items, 1 as per Stoney Glens Covenants a full compliment of 9 Board Members, 8 of which will serve terms ending December 31, 2019.
The Board appointed the following Board Members and Positions:
Tim Casten, President. Term Expires 12/31/2020
Erin Duffus, Vice President. Term Expires 12/31/2019
Renee Agius, Secretary, Term Expires 12/31/2019
Sal Errico, Treasurer, Term Expires 12/31/2019
John Buyalos, At-Large Pool, Term Expires 12/31/2019
Andrew White, At-Large Building and Maint., Term Expires 12/31/2019
Bonnie Reed, At-Large ARB, Term Expires 12/31/2019
Charles Bray, At-Large Grounds and Landscaping, Term Expires 12/31/2019
Betty K Konikoff, At-Large Entertainment and Recreation, Term Expires 12/31/2019.
Please welcome each and everyone of them as they have all volunteered their time and efforts to help keep Stoney Glen great.
I have attached the resolution passed at last nights meetings. Minutes will be posted when approved.
President, Stoney Glen Community Association
New Board of Directors and more!
June 1, 2019
Dear Stoney Glen Homeowners,
During the end of April, the Board put out a request for self-nominations to replace two Board Members who had resigned.
Stoney Glen’s Covenants do not address mid-term elections or how to fill vacancies. They have in the past, and in accordance with Virginia Law, been filled by the remaining board members.
Our Association Attorneys update us with the latest laws and regulations governing all Homeowner Associations. Refer to their website at the following link: http://chadwickwashington.procurrox.com/wp-content/uploads/sites/1426/2018/06/2018-VA-Statute-Book.pdf
Two Acts in the above referenced webpage pertain to the Stoney Glen Community Association, The Property Owners Association Act and the Nonstock Corporation Act. Every year our Attorneys send us hard copies of these Virginia Regulations. With the absence of By-Laws these are the rules and regulations we must follow. In particular § 13.1-862 pertains to vacancies mid-term on the board (please refer to https://vacode.org/13.1-862/ )
“In accordance with that statute, it is impossible for us to have these vacancies replaced by a balloted election. Only those who voted in last election would be allowed to vote for those vacancies. Stoney Glen did not run a two-envelope ballot and voting system. We have no way of knowing who voted and who did not vote in the last election. The statute states only the members of that voting group can vote.”
In accordance with Stoney Glen’s Covenants it gives the option for the Board of Directors to consist of 3, 5, 7, or 9 members. This is left open for the Board of Directors to decide any of those numbers. As the only remaining Board member, I have the authority to name a full complement of Board Members to serve the remainder of the terms of those vacant positions.
I have decided to name the replacements for Robert Kaufmann and Tom Green. These were the two vacant positions that the request for nominations/self-nominations sought to replace. There was never any announcement of an Election on the post cards mailed out to the membership for those nominations.
Because there are no By-Laws, Board Members are not elected to positions within the Board, they are elected or appointed to serve on the board. The Board then votes amongst themselves who will serve what position within the Board.
All that being said, I have appointed Bonnie Reed to finish the unexpired term of Tom Green (her term will expire December 31, 2019) and Erin Duffus to finish the unexpired term of Robert Kaufmann (her term will expire December 31, 2019).
Since the request for nominations were mailed out, two more board members, along with our bookkeeper have resigned. I am currently serving all positions within the Board which is why we need to take immediate action on having a full complement of Board Members as well as hiring a Management Company to replace our Bookkeeper.
The Board I have just named will meet and vote for the remaining vacancies on the Board. I will ask for a full complement of 9 Board members in accordance with our covenants.
We have received a large number of nominations for the Stoney Glen Board, all well qualified and I believe they have a lot to offer the Association and should be given an opportunity to do such.
In closing, I hope this explains any misconceptions of how we will fill our vacancies on the board. We as a community have much work to do in the coming months and will have a wonderful group on the Board to accomplish our goals.
If you have any questions or comments, I am always available for discussion.
President, Stoney Glen Community Association