RELATING TO OFFICE

Management of Correspondence

Policy

• Correspondence is defined as written communications (including fax and e-mail) between the corporation and all other entities, including Bayshore members, businesses, and governmental bodies.  Coordination of correspondence is the responsibility of the secretary-treasurer.
• Correspondence on file is retained for a minimum of three years.
• Correspondence is reasonably available for examination, and upon written request, available for duplication by a member or mortgagee  who makes a request in good faith for a proper purpose. Reasonable duplication fees may be charged.  If there is any concern about the validity of a request for examination or duplication of correspondence, the request may be delayed until it can be considered by the board of directors.

• The following correspondence may be withheld from examination and duplication:

• Correspondence related to personnel matters regarding a specific person
• Contracts, leases, and other business transactions currently under negotiation
• Communications with legal  counsel regarding personnel matters business transactions, or communications otherwise deemed by the President or Vice-President to be within the attorney-client privilege. 
• Correspondence considered in executive session.
• Correspondence in other member’s individual files. 

Incoming Correspondence Procedure

• Correspondence addressed to the board is distributed to each board member, with a copy retained on file.  Correspondence addressed to a specific board member that pertains to corporate business is treated as if it were addressed to the board; letters received by board members at their homes should be brought to the office for appropriate action and filing.  E-mail communications to and from board members should be forwarded or copied to the office; it is the responsibility of the board member to ensure that this occurs.
• Correspondence addressed to the corporation is the responsibility of the office manager.  Correspondence requiring board review or intervention is distributed to each board member, with a copy retained on file.  Correspondence requiring committee review or intervention is distributed to the committee chairperson, with a copy retained on file.  Correspondence from legal counsel which is deemed by the President or Vice-president to be subject to the attorney-client privilege,is stamped confidential and is distributed to board members in sealed envelopes; copies are retained in a dedicated and secured file. Routine inquiries (membership card replacement, club operations, rentals, etc) are handled by the office manager; such correspondence is not retained on file.
• Correspondence addressed to or forwarded to the board is reviewed at the board meeting immediately following receipt of such correspondence, provided such correspondence is received in time to be placed in the board packet and on the agenda. The President or the President’s Board member designee should review incoming correspondence (other than routine correspondence) on a regular basis.  If the President or designee determines that a response to the correspondence is necessary prior to the next regular Board meeting, the President or the designee should arrange for immediate action by the Board. 
• Correspondence addressed to or forwarded to a committee is reviewed at the committee meeting immediately following receipt of such correspondence.

Outgoing Correspondence Procedure

• All outgoing correspondence is coordinated through the office manager, who is responsible for mailing the correspondence and retaining a copy on file.
• The board authorizes all responses made to correspondence addressed to or forwarded to the board.  Copies of responses are distributed to board members at their request. The President or the President’s Board member designee should review incoming correspondence (other than routine correspondence) on a regular basis.  If the President or designee determines that a response to the correspondence is necessary prior to the next regular Board meeting, the President or the designee should arrange for immediate action by the Board. 
• Each committee is responsible for authorizing responses made to correspondence addressed to or forwarded to the committee.  Copies of responses may be distributed to the committee members if so desired.  Committee chairs may choose to distribute copies of key correspondence to the board.

Accounting and Financial (to be developed)

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Records and Reports

General Policy

• All Bayshore corporate records are maintained by the office manager in the office.
• Electronic backups of the corporate records outlined below are kept off-site for security purposes.

Records Available for Inspection

• Articles of incorporation and amendments
• Bylaws and amendments
• Covenants and restrictions, and related Guidelines for Determination   
• Resolutions adopted by the board relating to the characteristics, qualifications, rights, limitations, and obligations of members
• Minutes of all meetings of members and actions approved by the members for the past three years
• Written communications regarding general membership matters made to members for past three years
• List of names and business or home addresses of the current directors and officers
• The last three annual financial statements
• The last three public accountant’s reports
• The most recent annual report delivered to the Secretary of State under ORS 65.787

Additional Required Records

• Minutes of all meetings of the members and the board of directors
• All corporate actions taken by the members or directors without a meeting
• All actions taken by committees on behalf of the corporation
• Accounting records
• Member list including names and addresses of all members

Inspection of Records

• Any member is entitled to inspect and copy any of the “records available for inspection”.
• A member is entitled to inspect and copy “additional required records” only if the member describes with reasonable particularity the purpose and the records the member desires to inspect, the demand is made in good faith and for a proper purpose, and the records are directly related to the purpose.   Additionally, the membership list may not be obtained for any purpose unrelated to a member’s interest as a member, or for any commercial purpose, or to be sold or purchased by any person.
• Any member may inspect the member list for the purpose of communication with other members from the time notice is given of a meeting of the members (annual or special meeting) and continuing through the meeting. Copying is permitted only as described in number 2 of this section.
• A member’s agent or attorney has the same inspection and copying rights as the member.
• Written notice of at least five days may be required.  A reasonable charge may be imposed to cover costs of labor and material for copies provided.

Records Retention

Keep Forever

• Bylaws
• Articles of Incorporation
• C&Rs
• Corporate Tax returns
• Employee benefits
• Minutes and Motion lists
• Closed Litigation

Seven Year Retention

• Bank statements & reconciliations
• Cancelled check images
• Year-end financial statements
• Internal financial reports
• Inventory records
• Expense reports
• Accounts payable/receivable disks
• Employee personnel records
• Payroll tax returns
• Time cards and wage summaries
• Employment Applications
• Lien Releases

One Year Retention

• Routine correspondence (non financial)
• Election ballots & tallies

(Ref: ORS 65.224 & 65.771, ORS 94.670)

Computer Security and Data Backup (to be developed)

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Office Operations (to be developed)

APPENDIX I (to be developed)

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Policy and Procedures Revision Log

History: The Policy and Procedures (P&P) were developed to aid and guide the Board of Directors (BOD) and Committees in their tasks and to effect consistency in their actions. The intent is always in the interest of the membership as a whole. Some of the P&P had their beginning in the Articles of Incorporation and the By-Laws for Bayshore, the rest have been developed through the day to day operations. The first complete book was assembled in 2003 thru 2005. Some of these P&P were rescinded in 2005. In 2007 two BOD were given the task of reviewing and correcting both the standing P&P and the rescinded P&P, to bring them into compliance with the Oregon Revised Statues and the Oregon Homeowners Association Handbook.

The revised P&P were presented to the BOD at a regular scheduled meeting on November 15, 2008, and were approved by a majority vote.

Acknowledged by Corporate Secretary: __________________________Date__________

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