Bayshore Beach Club Policies and Procedures Manual |
POLICIES AND PROCEDURES |
|
RELATING TO BOARD OF DIRECTORS
2. Relating to Board of Directors |
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Membership of the Board of Directors
1. The
Board of Directors of Bayshore Beach Club consists of seven no less than seven nor more than nine members
serving three year terms. Directors may not serve for more than two
consecutive terms. Board members must be members of the corporation in good
standing.
2. There may be no more than two directors from any single division, and all divisions shall be represented if at all possible.
3. Directors
are elected at the Annual meeting by the membership, after accepting the nomination
of the Nominating Committee and signing acknowledgement of the
policies and procedures related to the board of directors.
4. Newly elected board members take office immediately following the Annual Meeting.
5. Appointments to vacant positions (by voluntary resignation, disqualification, or removal) are filled by vote of the majority of the remaining members on the board. The appointees hold office until the next Annual Meeting election. Past performance on the board or on committees may be considered in selecting members to fill vacancies.
6. Nominees for positions on the Board will be selected by the Nominating Committee or may be advanced by a member at a duly called Annual Meeting of members at which a quorum is present in person or by proxy. See Also, Election of Directors and Voting (B5), and Nominating Committee (C4) of these Policies and Procedures.
7. Individual board members are subject to recall by a majority vote of Bayshore members in good standing at a duly noticed meeting pursuant to ORS 94.640 and the Bylaws, Article IV,
Ref: Art VI of the Articles, Art IV of the Bylaws, ORS 94.640.
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Duties and Responsibilities of the Board of Directors
1. Exercises corporate powers of the Beach Club, and conducts all the business and affairs of the corporation.
2. Elects, removes, prescribes duties, and fixes compensation of all other officers, agents, and employees.
3. Elects from the board a president, vice-president, and corporate secretary to serve one year terms.
4. Keeps and posts all minutes. Keeps as permanent records: minutes of meetings of members and board of directors; corporate actions taken without a meeting; and actions taken by committees of the board in place of the board on behalf of the corporation. Ensures that required records are kept per ORS 65 and 94.
5. Authorizes disbursement of corporation funds. Provides a financial statement to be mailed to all members with the notice of the annual meeting, presents a proposed budget to the membership for consideration at the annual meeting, and provides a summary of the adopted budget within 30 days of approval. Fixes the annual dues as proscribed in the Declaration of Covenants and Restrictions (C&Rs) and bylaws.
6. Appoints directors to fill vacancies, with all divisions represented if possible and no more than two directors from any one division.
7. Removes or suspends officers by a majority vote.
8. Appoints the secretary-treasurer and members of the approved committees.
9. Enforces the C& Rs.
10. Exercises the powers granted and carries out the duties assigned by law in such a way as to best meet the needs of the organization.
11. Establishes policy, reserving all authority and responsibility not expressly assigned to other officers and personnel.
12. Develops long term plans, goals, priorities, objectives, and timelines.
13. Regulates the use, maintenance, repair, replacement and modification of common property, and causes additional improvements to be made.
14. Reviews the insurance coverage of the association annually.
15. Imposes charges for late payment of assessments and attorney fees related to collection of assessments, and after giving written notice and an opportunity to be heard, levies reasonable fines for violations of the declaration, bylaws, rules and regulations of the association.
16. Defends against any claims, proceedings, or actions brought against the association.
17. Approves the annual budget, monitors Beach Club finances, and sets policy or takes action to ensure the fiscal integrity of the organization.
18. Orders an annual review of the financial statement by an independent CPA within 180 days after the end of the fiscal year, and ensures that necessary income tax returns are filed annually.
19. Authorizes emergency expenditures exceeding budgeted amounts when necessary for protection of club property or interests.
20. Provides for the indemnification of its officers and board of directors and maintains liability insurance for them.
21. Selects a board member (may not be the president or member eligible for reelection) and approves the appointment of two members-at-large to serve on the nominating committee. A BOD member who is eligible to run for run election should not be serving on this committee.
22. A majority of the board may call special meetings of the board of directors at any time; personal notice must be given to all board members by the corporate secretary at least 7 days in advance (unless a majority of directors concur in the call for the meeting with less notice, but in no event, less than 3 days). A majority of the board may also call a special meeting of the members for which notice must be provided to all members in writing by the corporate secretary no less than 20 or more than 50 days prior to the meeting.
Duties and Responsibilities of Individual Board Members
1. Discharges duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation.
2. Regularly attends meetings and participates in projects and workgroups. Attends all meetings unless excused by the president.
3. Develops positive channels of communication with other board members, the staff, and the membership. Encourages club members to attend board or committee meetings to explore and develop approaches to common concerns.
4. Maintains confidentiality of executive sessions.
5. Prepares for meetings, reads documents and materials thoroughly, and makes use of educational opportunities to gain a further understanding of issues.
6. May act as a voting member of an approved committee to establish a quorum as requested by a committee chair.
7. Abides by all laws and policies governing the operation of the corporation, and ensures the corporation complies with federal, state, and local laws, bylaws, and. Develops working knowledge of Articles of Incorporation, Bylaws, and policies and procedures.
8. Identifies, collects, and analyzes information needed to effectively maintain direction and achievements. Reviews and assesses the corporation's performance against objectives, resources, plans, policies, and services rendered, and identifies obstacles, new directions, and goals.
9. Completes assigned projects in a thorough and timely manner.
Duties of the President
1. Acts as chairperson at all meetings of the membership and presides at all board meetings.
2. Ensures order during meetings.
3. Signs all contracts or instruments of the corporation as authorized by the board.
4. The president may call a special meeting of the board of directors at any time; personal notice must be given to all board members by the corporate secretary at least 7 days in advance (unless a majority of directors concur in the call for the meeting with less notice, but in no event less than 3 days ). Identify the person responsible for the action and comply with notice requirement of ORS 94.640(8).
5. The president may call a special meeting of the members. Notice of special meetings of the members must be provided to all members in writing by the corporate secretary at least 20 days prior to the meeting. ). Identify the person responsible for the action.
6. In the event of a tie vote, President votes on matters coming before the Board.
7. The president has no individual powers other than those noted above.
Duties of the Vice-President
1. Presides at meetings in case of the absence or disability of the president.
2. Assumes all duties of the president during such periods of absence or disability.
3. If acting as President, shall only vote in the event of a tie vote on matters coming before the Board.
Duties of the Corporate Secretary
1. Attests with signature and corporate seal all instruments executed for the corporation.
2. Reviews all contracts and other documents requiring attestation.
3. Safeguards corporate seal when not in use.
4. Certifies elections and membership votes.
5. Provides notice of meetings.
Ref: Bylaws Art III & V, ORS Chapter 65.301, 65.374; ORS 94.550 thru 94.783
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Financial Responsibilities of the Board of Directors
1. Board members are individually responsible for ensuring the financial integrity of the corporation. The secretary-treasurer is responsible for controlling expenditures as outlined in the approved budget.
2. Board members, who initiate, vote for, or assent to unlawful distributions of corporate funds are personally liable to the corporation for the amount of the unlawful distribution unless they are found to have acted in good faith with prudent care and in the best interests of the corporation. (per ORS 65.367)
3. Board members may be reimbursed for actual reasonable expenses incurred in pursuance of the business of the corporation as authorized and pre-approved the board.
4. When a project is approved and assigned to a director or member, the board establishes a project budget. Expenditures may then be made within the project budget without specific board authorization of individual purchases. The secretary-treasurer, however, must be notified of any expenditure before any funds are obligated, to ensure that the expenditure is within budgetary parameters.
5. Board members may not individually assign work to staff members that are beyond the scope of their usual and routine duties, especially if it is likely that overtime will be required to accomplish both routine duties and the special work.
6. To ensure that attorney expenses are controlled, the corporate attorney may be contacted only with the pre-approval of the President or by board vote. Any board member may contact the corporate attorney at their own expense.
7. Board members receive no direct compensation for their services, nor do they receive mileage reimbursement for travel within Bayshore.
8. Board members may be reimbursed for office supplies utilized for club business. Requests for reimbursement are made to the secretary-treasurer and are subject to budgetary constraints. It is preferable that members request that the corporation furnish or replace such supplies.
9. The secretary-treasurer is responsible for reporting potential abuses, budgetary overruns, and irregularities to the president and to the board of directors.
(Ref: Articles of Incorporation Art III, Art VII, Bylaws Art III & V, ORS 65.357 & 65.369)
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Ethical Standards for Members of the Board of Directors
1. Board members act as representatives of the members of the corporation, and therefore must adhere to the highest ethical standards in the conduct of Beach Club business.
2. No individual board member may speak for or act on behalf of the board or corporation except as authorized to do so by official board action as recorded in the official minutes, guidelines, or policies of the organization.
3. Board members are expected to meticulously comply with C&Rs, architectural guidelines, and other community rules.
4. Board members may not take official actions that may result in financial benefit for the member, the member's relatives or a business with which the member or the member's relatives are associated. The board member must publicly declare any direct or indirect conflict of interest prior to discussion, recommendation, vote or other official action on an issue. (See ORS 65.361 for detailed discussion.) Conflict of interest does not apply to situations where all the members of the board are affected to the same degree, as in setting annual dues.
5. Board members may not use or attempt to use their position or office to obtain financial gain or avoidance of financial detriment that would not otherwise be available. Examples include: accepting cash or a promise of a job in return for a certain vote or administrative decision; using club supplies or equipment for personal purposes; using confidential information obtained because of official position for personal financial gain; and asking or allowing paid staff to do personal tasks. Accepting reimbursement of expenses is permissible.
6. Board members are elected and/or appointed to represent the members of their division and/or appointed divisions of the organization as a whole. They are expected to place the interests of the community above their personal interests and those of other individuals or groups, and make rational decisions based on the needs of the community. To accomplish positive change and maintain the integrity of the organization, communication, negotiation, and compromise are key attributes.
7. Board members are expected to respect the opinion of other members and accept the principle of majority rule in board decisions. They should reserve judgment until all facts are known and/or points of view expressed.
8. Board members are expected to behave in a professional manner when dealing with directors, members, staff, and others while involved in Beach Club concerns. Substantiated incidents of profanity, out of control behavior, verbal or physical threats, or other unprofessional behavior are grounds for removal.
(Ref: ORS 65.357, 65.369, 65.377)
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Election of Directors and Member Voting
Election of the Board of Directors
1. The election is held at the annual members meeting. There may be no more than two directors from any single division, and all divisions are represented if possible. Board members serve staggered three year terms, with three positions up for election each year. Board members may not serve more than two consecutive terms.
2. The nominating committee
is responsible for providing a slate of candidates. (See nominating
committee policy.)
All members in good standing are eligible for nomination unless they are from a
division that is already represented by two board members whose terms are not
expiring.
All candidates must read the board policies and procedures and attest in writing that they understand the responsibilities of the board and agree to serve.
3. Persons appointed to the board to fill vacancies serve only until the next annual meeting and must then run for election if they wish to continue to serve on the board.
4. Candidates are placed on the ballot in alphabetical order, and the membership is directed to select as many candidates as there are vacancies.
5. During the annual meeting, nominations from the floor for the board of directors are solicited by the presiding officer. The nominees must be present and agree to serve. They may briefly introduce themselves to the membership, and are given an opportunity to review the board policies and procedures. The nominees must attest in writing that they have read the policies and procedures and understand the responsibilities of the board.
6. Once nominations are closed by the presiding officer, the ballots are collected at the direction of the corporate secretary and vote counting commences.
7. If there is any division without representation, the nominee from that division who receives the most votes is selected to fill the first board vacancy. If only one nominee from an un-represented division is on the slate, that nominee is automatically selected. Once all divisions are represented by one board member, any remaining board positions are filled by popular vote. The nominees who received the highest number of votes are selected unless there are already two board members from that division. If so, remaining nominees from that division are not eligible for election, and the nominee with the next highest number of votes is selected. The longest terms are filled by the candidates with the highest total votes
Voting Procedures
1. Voting may take place in conjunction with a membersŐ meeting or by written ballot alone. Election of the board of directors may only take place in conjunction with the annual meeting.
2. Prior to any vote, members must be provided with at least 10 days notice before ballots are mailed. The notice must state the general subject matter of the vote, secrecy procedures, and the date after which ballots may be distributed. The written ballot must be accompanied by a secrecy envelope, a return identification envelope, and instructions for marking and returning the ballot.
3. Each member is mailed one ballot/proxy for each lot owned not less than 15 or more than fifty days prior to the annual or special membersŐ meeting or the specified voting deadline. There is a 30-day cut-off for ownership transfers before any election. The mailing must include a statement indicating the number of total votes and/or percentage of votes required to meet a quorum and/or approve any proposals on the ballot, and must indicate the date on which all ballots must be returned to be counted.
4. Any amendments to the articles of incorporation require the affirmative vote of at least 2/3 of those voting or a simple majority of all members, whichever is less. Amendments to the articles of incorporation may be proposed by the board or by at least 30% of the owners. Any amendments to the bylaws require a two-thirds majority vote of the members present in person or by proxy. Bylaws may also be amended by the board. Any amendments require the affirmative vote of at least two-thirds of all members.
5. Any modification, closure, removal, elimination, or discontinuance other than on a temporary basis of any swimming pool, spa or recreation or community building requires an affirmative vote by a majority of voting members.
6. Each member may designate another member as a proxy. The proxy is void unless a member is designated or the board has formally voted to support specific candidate(s).
7. If voting is to take place at an annual or special membersŐ meeting, the corporate secretary is responsible for enlisting members to assist at the annual meeting, for coordinating the check-in and voting processes, for voting undesignated proxy ballots, for submitting the voting election results to the president, and for filing all voting papers with the secretary-treasurer. If the corporate secretary is running for re-election or will be absent, he/she must resign as corporate secretary at least one month prior to the annual meeting. The board then elects another member who is not running for re-election to serve for the remainder of the year. If the corporate secretary will be absent from the meeting, another board member is appointed to serve as corporate secretary during the meeting.
8. Within five days of an annual or special membersŐ meeting, the corporate secretary and at least two members may open mailed or hand delivered ballots, ensure that correct membership numbers are written on the ballots, mark the ballots as eligible for vote counting, and note on the membership lists that the member has voted. No vote tallying may take place. Any errors or inconsistencies on a ballot that would invalidate it may be noted, but the member may not be contacted to correct the ballot. The opened ballots are placed in an envelope that is sealed, dated, and signed by the group. The envelope is stored in the locked ballot box and is not opened again until vote counting commences. Mailed ballots must be received the day before the meeting. Written ballots may not be revoked.
9. Upon arrival at an annual or special membersŐ meeting, all members must check in at the voting tables. The membership list is checked to ensure that a ballot was not previously received. The membership number is marked off the membership list and the ballot is marked eligible for counting. The ballot is then returned to the member. If a member does not bring the ballot, a replacement may be provided.
10. The vote or proxy of a lot may be exercised by a co-owner in absence of protest by another co-owner. If the co-owners cannot agree, the vote of the lot is disregarded completely. A valid court order may establish the right of co-ownersŐ authority to vote.
11. An owner may not revoke a proxy except by actual notice of revocation to the presiding officer or the board of directors. A proxy is not valid if not dated, and terminates within one year after its date unless a shorter term is specified.
12. . If any voting has been done on a ballot, it is considered completed and is not eligible for proxy voting by the corporate secretary.
13. Once vote counting commences, no additional ballots or changes are accepted. The corporate secretary and at least four members are responsible for counting the votes. Once a final tally is achieved, results are announced.
14. The corporate secretary is responsible for notifying the president of the voting results. All ballots and tally sheets are immediately secured by the secretary-treasurer in the office.
15. Any member or director may observe the counting of the votes, but other than those persons designated in item 13, no person may participate in or otherwise interfere with the process of counting the votes.
(ref; Standing Rules for Election of Bayshore Directors, 1/94;Bylaws Art III & Art IV ORS Chapter 94.650, 94.658-660, ORS 65.464, ORS 65.201 et esq.)
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Meetings of the Members
1. The Annual Meeting of the members is held on the third Saturday in May. Board elections are held at the annual meeting.
2. Special member meetings may be called by the president, the board, or at the request of ten percent of the members. Business transacted at special meetings is confined to the purposes stated in the notice.
3.
All
members are notified of member meetings in writing by the corporate secretary no
less than 20 or more than 50 days in advance. The notice must state the time
and place of the meeting and the items on the agenda, including the general
nature of any proposed amendment to the declarations or bylaws, any budget
changes or any proposal to remove a director or officer.
4. The president presides over all member meetings. Meetings are conducted according to Roberts Rules of Order.
5. A minimum of fifty members, present or represented by written proxy at the beginning of the meeting, constitutes a quorum and allows the transaction of business.
6. All member meetings are open to the entire membership. Members who wish to have business placed on the agenda are requested to inform the Corporation in c/o the office manager at least 14 days before the meeting.
Regular Board of Directors Meetings
1. Regular board meetings are held on the third Saturday of July, September, November, January, March, and April. An organizational meeting is held immediately after the Annual Meeting in May.
2. All board meetings are open to the membership, and members may request to be on the agenda and address the board by notifying the office at least 14 days before the meeting. Lengths of presentations may be limited by the board to allow time for all regular business to be conducted in the time allotted for the meeting. The board may decide to defer in-depth discussion of issues brought up by members. The issue is rescheduled for a future meeting with scheduling consideration being given to the topicŐs priority and immediacy, time needed to prepare for discussion, and length of time required to adequately address the issue.
3. At regular meetings, input from members who have not requested to be on the agenda may be restricted to enable the board to conduct necessary regular business in the time allotted.
4. Executive sessions may be held to discuss issues requiring confidentiality. The board must vote in an open meeting whether to meet in executive session, and the president must state the general nature of the action to be considered and when and under what circumstances the deliberations can be disclosed to owners. The statement, motion or decision to meet in executive session must be included in the minutes.
5. The following matters may be considered in executive session:
á Consultation with legal counsel concerning the rights and duties of the association regarding existing or potential litigation or criminal matters
á Personnel matters, including salary negotiations and employee discipline
á Negotiation of contracts with third parties
á Collection of unpaid assessments
Attendance of members and employees is by invitation only. Executive sessions are for discussion purposes only, and minutes are not required. No decisions or votes may occur during executive session. The board must reconvene in open meeting and vote on the contract or action, which must be reasonably identified in the open meeting and included in the minutes.
Working Board of Directors Meetings
1. Working meetings are held as deemed necessary and are scheduled at least 2 weeks in advance by verbal or written notice to all Board of Directors members.
2. Meeting notice is posted on the office door at least three days in advance and as early as possible along with any available agenda topics. Members are welcome to attend and observe, but may not participate unless specifically invited to do so.
3. Executive sessions may be held as previously cited.
Special Board of Directors Meetings
1. Special board meetings may be called by the president or the board. All board members must be notified at least seven days in advance; this notice may be waived in writing. Any waivers must be filed with the minutes.
2. Emergency meetings may be held without notice if the reason for the emergency is stated in the minutes. Emergency meetings may be conducted by telephonic communication.
3. Member participation and executive sessions are the same as for working board meetings.
Minutes
1. Minutes are kept of all member meetings and regular, working, and special board meetings. Minutes must include an attendance roster, a general description of topics discussed, and details of all motions made and votes conducted.
2. Action may be taken by the board without a meeting as long as the action is taken by all the members of the board of directors, as outlined in ORS 65.341. The action must be evidenced by written consent describing the action taken and signed by each director. The action is included in the official corporation records and posted in the club along with meeting minutes.
(Ref; Bylaws Art III & IV, ORS 65.201 et seq., ORS 65.337 et seq, ORS 94.640)
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Education of the Board of Directors
Board Candidates
1. Any member who accepts a nomination or applies for appointment to the board is required to read and sign acknowledgement of the policies relating to the board of directors prior to being placed on the ballot or considered for appointment.
2. Potential board members are encouraged to review meeting minutes and financial reports and ask any questions they may have so they may make a fully informed decision regarding the commitment they are making regarding board membership.
New Board Member Orientation
1. Within two months of election or appointment to the Board, members are expected to review the materials provided in the orientation packet.
2. An orientation packet is provided including the following;
A. Current year's budget
B. Last yearŐs monthly minutes
C. ORS Chapter 65
D. Board and all committee policies & procedures
C. Bylaws, C&RŐs, Articles of Incorporation, and Guidelines for Determinations
D. Job descriptions
E. Long term strategic planning documents
F. Last 3 issues of the Bayshore Breeze
3. References are loaned (and can be copied as requested) to include:
A. Archived meeting minutes
B. Oregon Non-Profit Corporation Handbook
C. Financial reports
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Financial Control Procedures
These procedures are intended to assure that the Approved Budget is actively used in all spending decisions. The only way to assure effective Financial Controls is to have the expense approved prior to spending the money. Spending the money first, and then checking the Budget, is inappropriate. These procedures apply to both Expenses and Capital Expenditures.
Roles and Responsibilities
The Board will select a Board Member to serve as Budget Coordinator. This person has the following responsibilities:
- Identify potential budget overruns.
- Approve non-repeating expenditures within the limits of these guidelines.
- Communicate the status of the Budget vs. Actuals throughout the fiscal year.
- Revise the Budget as needed and communicate these revisions to the Board. Board approval may be needed for these revisions as outlined in this procedure and the Bylaws.
- Serves as Board liaison to the Budget Committee.
The Secretary-Treasurer has the following responsibilities:
- Identify potential budget overruns.
- Make recommendations for revisions to the budget.
- Verify that a requested expense is within the budget limits.
- Approve repeating expenses such as utilities and salary.
- Prepare monthly financial reports including Statement of Financial Position (Comparative Balance Sheet) and Profit and Loss Budget to Actual Comparison and distribute to the Board members and members of the Budget Committee.
- Review Aging Reports for Accounts Payable and Accounts Receivable on a monthly basis.
- Assist the Budget Committee in preparation of the Budget.
The Board has the following responsibilities:
¤ Approve the original budget.
¤ Approve emergency expenditures as defined in the Bylaws.
¤ Approve any major revisions as defined in this procedure.
¤ Review financial reports on a monthly basis.
Approval of Expenses
If the Expense item is included in the Approved Budget:
- No further approval is needed.
If the Expense item exceeds the amount in the Approved Budget or the Expense item is NOT included in the Approved Budget:
- If the item is under $100, Budget Coordinator must approve prior to the expense occurring.
- If the item is over $100, and the funds are available in another item or in the Contingency, the Budget Coordinator and the President must approve prior to the expense occurring.
- If the item is over $100, and the funds are NOT available in another item or in the Contingency, the Board must approve the expense.
Approval of Budget Revisions
The Board must approve any revisions that alter the Total Income, Total Cash Disbursements or Total Capital Projects.
If the Income is exceeding the estimates during the year:
- The difference may be spent on either Cash Disbursements or Capital Projects. The Board must approve these revisions in the Approved Budget.
If the Income is falling short of the estimates during the year:
- The expenses should be reduced to reflect this change if possible. If the expenses cannot be reduced, the Board must approve these revisions in the Approved Budget and a transfer from the Reserve Fund.
If additional Capital Project expenditures are required for an emergency, that is, for the protection of club property or interests:
- The majority of the Board must approve these revisions in the Approved Budget and a transfer from the Reserve Fund.
(Ref; Bylaws Art V, ORS 94.630 & 94.645)
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