Annual Meeting 2022 Minutes

Minutes

9.15.22 Meeting Minutes

DOS RIOS III HOA ANNUAL MEETING MINUTES

Annual Meeting:  9/15/22, 5:00 pm, Dos Rios Golf Course Clubhouse

Attendees (n=11):  

  • Sean McCormick
  • Russ Alpern
  • John Nelson
  • Mark Hatcher
  • Sandy Dowis
  • Bill Dowis
  • Kathy Bignol (sp?)
  • Don Janney
  • Mark Miller 
  • Kristen Copenhawn
  • Angelyn Harvey

Meeting called to Order:  5:00 pm (Sean McCormick)

Results of the Vote to Amend HOA Bylaws  

Vote | Dos Rios III (dosrios3.com)

Background:  Objections have been made to the organization and operation of Dos Rios III Homeowners Association, Inc., a Colorado nonprofit corporation (the “Association”). The Association desires to resolve these concerns so that it may continue operations in the best interests of the community. Pursuant to C.R.S. § 7-127-109, “any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting” by written ballot. The Association desires to clarify the quorum requirements for the Association. At this time, the only bylaws document for the Association provides, “A majority of the members [of the] Corporation in good standing and in actual attendance in person or by proxy at any annual or special meeting of the Corporation shall constitute a quorum at such meeting for the purpose of transacting business.” It has proven impossible to have a majority of the members of the Association in good standing actually attend a meeting of the Association. Accordingly, the Association desires to adopt a quorum requirement for meetings of the membership that establishes that the members in attendance at a duly noticed meeting of the Association shall constitute a quorum of the Association. A majority of the quorum is required for any action. The Gunnison County Assessor shows 89 lots in the subdivision. According to the existing bylaw provision, 45 members constitute a quorum. A majority of a quorum is 23 members, at a minimum. To pass, these measures must receive at least 45 votes with at least 23 members in favor.

Passing this action is necessary to rehabilitate the Association so that it may continue to govern matters such as architectural approvals in the subdivision. If you do not desire to have a functioning homeowners association for the subdivision, you may abstain from voting or may vote against this measure.

Ballot Question:  To adopt and amend a bylaw for the Association as follows:
All bylaws of the Dos Rios III Homeowners Association, Inc., a Colorado nonprofit corporation, regarding a quorum of the members for membership action, including Section 3.4 of bylaws ratified September 22, 2015 are hereby superseded and replaced with the following: A quorum of the membership for purposes of any meeting of the membership shall be those members in actual attendance at a meeting of the membership in person, by proxy, or by electronic means such as telephonically or video conference.  Possible answers:  For, Against, or Abstain

Results were announced by Sean McCormick.  The Bylaw amendment was approved.  60 total members voted (57 in favor, 7 opposed).  Following passage, those present at the annual meeting henceforth represent a quorum.

Discussion:  Sean McCormick shared those voting in opposition to amending the bylaws had expressed concern that a rogue board could come to power under the revised requirements for obtaining a quorum.  It was recognized that this notion is fundamentally flawed as members can vote for board members in person or by proxy or electronic means in the event they cannot attend the annual meeting in person, thereby assuring every member can actively participate in board business and elections.   

Election of the Board

Sean McCormick nominated Mark Hatcher for president.  Mark Hatcher nominated Sean McCormick as Vice President.  Sarah Brick volunteered to continue serving as Treasurer.  John Nelson self-nominated to serve as Secretary.

Mark Hatcher motioned to accept new board members.  All present voted unanimously to elect nominees to the Board.

Newly elected Board of Directors:

Newly elected board went into executive session for 10 minutes then reconvened to preside of the remainder of the meeting.  

Staggered board member terms were proposed:  President 3 years, Vice President 2 years, Secretary 2 years, Treasurer 1 year.  Mark Hatcher motioned to approve staggered terms.  John Nelson seconded, all present in favor.  

Task:  Put together a letter letting residents know who the board is and provide board member contact information.   Remind members of HOA Covenants and that a minimum the HOA must hold quarterly meetings.

HOA Website  Dos Rios III | Home Owners Association (dosrios3.com)

Rob Strictland – HOA member currently managing HOA website.  

HOA Insurance

Question:  What kind of insurance does the HOA have?

Mark Hatcher:  Indemnity Policy for Board Members.

Common Areas

A question was posed if the HOA has a common pond located near the tee box of the 17th hole on the golf course?

Financials

Hard copy financial statements were provided to members present at the meeting.

  • Dos Rios III HOA Balance Sheet Standard as of September 15, 2022
  • Ros Rios III HOA Profit and Loss Standard, January 1 through September 15, 2022

No concerns regarding financials were voiced.

New Business 

Discussion:  Re-writing the HOA bylaws.

Russ Alpern recommends the board investigate having the bylaws re-written as they are old and dated.  There’s no enforcement capability in the current bylaws, leaving the Board with no authority to enforce the covenants.  Also, the Colorado Common Interest Ownership Act (CCIOA) rules are currently not reflected in the HOA bylaws.  By law, CCIOA rules must be adopted by the HOA.  CCIOA and Other State, Local, and Federal Laws | Division of Real Estate (colorado.gov)

Annual Dues are set by the board. 

The board should review financial reserve requirements stipulated by the State of Colorado.

Russ Alpern motioned that the Board will investigate and work with the HOA attorney to determine what it would take to update the HOA bylaws and covenants and present this information to the membership.  Projected cost expected to be around $2,000-$3,000.  

Bill seconded the motion.  All present voted unanimously for the measure

Task:  Have Jacob (HOA Attorney) provide a cost estimate to the board for reviewing and updating the HOA bylaws and covenants.  

Discussion:  Paving mailbox areas.  Who is responsible for maintenance?  Could the HOA pay for these improvements?

Motion was made by (name) for the board to investigate improving and maintaining areas around the mailboxes.  Russ Alpern seconded the motion.  All members present in favor.  

Task:  The board will investigate who is responsible for maintenance and determine feasibility and cost for paving these areas. 

Discussion:  Speed limit sign on Tomichi Trail.  Would the county consider installing a new speed limit sign?  Also, replace the Tomichi trail street sign at the intersection with Fairway Lane?  

Task:  The board should determine and verify where existing roadway signage is present and or missing.

Adjournment

Sandy Dowis motioned to adjourn the meeting.  Don seconded the motion.  All members present approved. 

Meeting adjourned:  ~6:20 pm.