On Thursday, 9 October, our Board held another one of their Zoom-only board meetings (“mute button” and all) to discuss inputs and change to the proposed documents (Restrictive Covenants, Articles of Incorporation, and Bylaws). Although the meeting covered some topics beyond the proposed changes, in this blog entry, we’ll focus on the changes themselves.
The Board assumed that all changes were folded into my written input that they have shared with the membership as a whole. Unfortunately, this is not the case, and other members have also shared many items.
For the most part, the suggested changes were dismissed, but the following changes were proposed, and you should expect new wording from the Board in the near future. Furthermore, the Board made it clear that they intend to still vote on the revised documents at the meeting in about 2 weeks. In my opinion, this is incredibly hasty, but they intend to go forward anyway.
Although the documents were edited in several places, the actual changes to content are few because there are several repeated sections and references within and between the documents. Here are the changes that they decided to make. They will possibly make others in the revision that they promised to release:
1. The board struck the entire “indemnification” section that we have talked about many times (very confusing, convoluted, and clearly absolving the Board of all legal responsibility, no matter what).
2. The Board added language to clarify that an affirmative vote of 66 lots would be required to dissolve (similar to our existing documents, but ignored by the Board in the May attempt to dissolve).
3. The Board agreed to require member votes to transact real property, adding paid staff, and to issue contracts, but only for contracts of greater than $50,000 value (thus this will likely never be voted on). In all of these cases, the affirmated 51 vote requirement is added (please see the blog here to see why these votes will be difficult). The difficulty of the votes will likely not matter, however, as it is very unlikely that any such votes will be taken (more on that later).
4. Some caveat words were added for a contract between SAEPOA and Sandia Airpark, Inc., regarding the restoration of payments for runway access.
5. Language was added to allow for special assessments.
6. The Board added language in the Restrictive Covenants to require hangars on all new construction projects. There was as a new addition, and so final language is probably still in draft.
In my opinion, although the documents were modified, they still are too risky, and they take away too many of your rights. Most notably, provisions were not added for quarterly meetings, and the Board signaled no interest in ever resuming in-person meetings for all but those most essential (such as annual meetings or their prior attempt at dissolution).
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