We appreciate the attendance and support of Country Village Homeowners that attended the November 9th Annual Meeting.
There was a quorum at this meeting and the following Homeowners were elected to the Board.
John Hedge
Max Roe
Sharon Eichman
Betty Shaw
Jane Stevenson
Steve Fulkerson
On the Budget, Option #1 was elected by the majority of the Homeowners.
Country Village Homeowners Association
Latest News
Tuesday, November 10, 2015
Friday, November 6, 2015
Tanner Law Group
TANNER LAW GROUP
COMMUNITY ASSOCIATION LEGAL SERVICES
6125 S East Street (US 31) Indianapolis, IN 46227
317.536.7435 Phone 317.536.7438 Fax
November 5, 2015
TO: ALL OWNERS IN EAGLE VALLEY FARMS COUNTRY VILLAGE
RE: RECENT COMMUNICATIONS WITH THE OWNERS
Dear Eagle Valley Farms Country Village Owner:
COMMUNITY ASSOCIATION LEGAL SERVICES
6125 S East Street (US 31) Indianapolis, IN 46227
317.536.7435 Phone 317.536.7438 Fax
November 5, 2015
Scott A. Tanner
Chief Counsel Registered Mediator Fellow, College of Community Association Lawyers Member, Community Associations Institute
Donald W. McInnes
Associate Counsel Member, Community Associations Institute
Chief Counsel Registered Mediator Fellow, College of Community Association Lawyers Member, Community Associations Institute
Donald W. McInnes
Associate Counsel Member, Community Associations Institute
TO: ALL OWNERS IN EAGLE VALLEY FARMS COUNTRY VILLAGE
RE: RECENT COMMUNICATIONS WITH THE OWNERS
Dear Eagle Valley Farms Country Village Owner:
I’m contacting you today on behalf of the Eagle Valley Farms Country Village Homeowners Association, Inc.
(“Association”). As you may be aware, there have been several written newsletters distributed by anonymous authors to the
residents in the neighborhood. In addition, there has also been a website set up by anonymous resident(s) in the subdivision.
These communications discuss the Association and actions of the Board. Portions of these discussions involve legal actions
taken by the Board. Unfortunately, several of the comments being made by these anonymous authors are incorrect and
misleading, both from a legal standpoint and by claiming to know why the Board has taken some of these actions. Therefore,
the Board has asked me to put together this letter to explain the legal actions the Board has recently taken and why. The Board
felt it was important that the residents got this information straight from the horse’s mouth (or attorney’s mouth) so they would
not have to rely on misinformation being distributed through the community.
Changes to the Articles and Bylaws
First, let’s clear the air on why the Board wanted to amend the Articles of Incorporation. It was discovered after last year’s annual meeting that the Articles limited Board members to one (1) year terms. However, Eagle Valley Farms Country Village had been electing directors on staggered terms for many years. The Board wanted to maintain a staggered Board rotation because it maintains consistency on the Board. The Board wanted to do this legally, which required the Articles of Incorporation be amended. The amendment was not done to increase the number of Board members. It was done to eliminate the language that prevented staggered Board terms from being created in the Bylaws. The amendment was approved by a majority of the votes cast (IC 23-17-17-5), and the amendment has been filed with the Indiana Secretary of State.
The next step is for the Board to amend the Bylaws to reflect this staggered term rotation of directors. The Articles and Bylaws of the Association, as well as Indiana Code 23-17-18-1, place the authority to amend the Bylaws in the hands of the corporation’s Board. That’s why the owners don’t vote on changes to the Bylaws.
One of the newsletters stated that the Board “was not under any obligation to share with the homeowners Association business or business transactions and may ensure this “secrecy” by amending the bylaws to exclude homeowner review.” That’s a patently false statement that appears to be made solely to scare the residents of the current board members. The fact is that the State of Indiana has passed several laws over the last few years to protect an owner’s right to inspect the financial records of the Association, including the bank statements and other receipts and invoices, along with Board and Membership meeting minutes (see IC 32-25.5-3-3(g) through (m)). So there is absolutely no way your Association’s Board could change the bylaws to prevent you from knowing this information. I had suggested to the Board that while they were changing the Bylaws to include staggered terms, they might as well revise the document to also include all of these owner protections. Hence, the Board is making changes to the Bylaws that benefit the Association and protect each owner’s rights, not to hide things from you.
Changes to the Articles and Bylaws
First, let’s clear the air on why the Board wanted to amend the Articles of Incorporation. It was discovered after last year’s annual meeting that the Articles limited Board members to one (1) year terms. However, Eagle Valley Farms Country Village had been electing directors on staggered terms for many years. The Board wanted to maintain a staggered Board rotation because it maintains consistency on the Board. The Board wanted to do this legally, which required the Articles of Incorporation be amended. The amendment was not done to increase the number of Board members. It was done to eliminate the language that prevented staggered Board terms from being created in the Bylaws. The amendment was approved by a majority of the votes cast (IC 23-17-17-5), and the amendment has been filed with the Indiana Secretary of State.
The next step is for the Board to amend the Bylaws to reflect this staggered term rotation of directors. The Articles and Bylaws of the Association, as well as Indiana Code 23-17-18-1, place the authority to amend the Bylaws in the hands of the corporation’s Board. That’s why the owners don’t vote on changes to the Bylaws.
One of the newsletters stated that the Board “was not under any obligation to share with the homeowners Association business or business transactions and may ensure this “secrecy” by amending the bylaws to exclude homeowner review.” That’s a patently false statement that appears to be made solely to scare the residents of the current board members. The fact is that the State of Indiana has passed several laws over the last few years to protect an owner’s right to inspect the financial records of the Association, including the bank statements and other receipts and invoices, along with Board and Membership meeting minutes (see IC 32-25.5-3-3(g) through (m)). So there is absolutely no way your Association’s Board could change the bylaws to prevent you from knowing this information. I had suggested to the Board that while they were changing the Bylaws to include staggered terms, they might as well revise the document to also include all of these owner protections. Hence, the Board is making changes to the Bylaws that benefit the Association and protect each owner’s rights, not to hide things from you.
Signing the Ballots
A question was also posed as to why residents must put their name and address on their ballot. It is important to keep in mind that your Association is a private, non-profit corporation, and the directors being elected are to run this private company, not to hold a public office. Under IC 32-25.5-3-10, anyone attending a meeting by proxy must include their name, signature, address and date on the proxy. Under IC 23-17-11-9, the Board of a corporation is entitled to review and approve or reject an owner’s signature on a vote, consent, waiver or proxy appointment. This is to ensure that the proper owner is actually the person casting the ballot. If an owner doesn’t sign and place their address on the ballot, the Association cannot validate that the person casting the ballot is actually the proper owner entitled to cast the vote. Not to mention that if owners aren’t required to put their signature and address on a ballot, it could lead to ballot tampering or ballot box stuffing! Hence, Indiana Code validates the requirement that owners must place their signature and address on the ballot.
Why Can’t the Owners Elect Officers?
One newsletter asks why the owners cannot elect its officers instead of letting the Board decide which director will hold which officer position on the Board? The anonymous author likens the suggestion to voters who elect their public leaders to specific offices. Well, the answer actually lies in state law. But first, it might help to explain the difference between a director and an officer. A director is elected by the members and serves as part of the decision-making Board of a corporation. An “officer” is simply the duty position the director holds on the Board. IC 23-17-14 et seq. actually discusses and authorizes the appointment and removal of corporate officers by the Board of Directors. Again, keep in mind we’re talking about the directors of a private corporation, not someone who holds public office.
Who’s Running the Association?
The last thing I would like to address is the statement made by the anonymous author that Property Services Group (PSG) is “forcibly taking over” functions of your Association. PSG, like myself, are vendors hired by your Board to perform certain functions that assist or advise your volunteer Board members. It’s typical for a manager to send notices and collect ballots and proxies for the Board. This is a very time-consuming function that can be handled by the appointed manager instead of by a volunteer Board member who may have his/her own work and family commitments on top of serving on the Association’s Board. Decisions on what duties will be performed by the management company are made by the whole Board, not individual members of the Board. I sincerely doubt anyone at PSG “forcibly” pushed a director to the ground or held a gun to their head so PSG could do work for the Association’s Board! Anyone who’s met and talked to Larry Edwards, the owner of PSG, knows Larry is not the kind of person who “forcibly” takes over an Association or a Board. Such statements are made to solely to scare you into thinking PSG and your Board are committing horrible acts against the people of Eagle Valley Farms Country Village.
So why believe me? Good question. I have been representing community association for over 20 years. I represent more than 500 associations across Indiana. I am a fellow of the College of Community Association Lawyers, whose membership consists of fewer than 200 lawyers across the USA who have demonstrated excellence in the field of community association law by presenting seminars, publishing written scholarly materials, and amassing considerable experience through representing associations. Or you can simply take the word of an anonymous author who refuses to sign their work and makes statements that clearly do not follow Indiana state law just to try and scare you. I will leave that decision up to you. Thank you for your time.
Sincerely,
Scott A. Tanner
Registered Mediator
Fellow, College of Community Association Lawyers TANNER LAW GROUP
A question was also posed as to why residents must put their name and address on their ballot. It is important to keep in mind that your Association is a private, non-profit corporation, and the directors being elected are to run this private company, not to hold a public office. Under IC 32-25.5-3-10, anyone attending a meeting by proxy must include their name, signature, address and date on the proxy. Under IC 23-17-11-9, the Board of a corporation is entitled to review and approve or reject an owner’s signature on a vote, consent, waiver or proxy appointment. This is to ensure that the proper owner is actually the person casting the ballot. If an owner doesn’t sign and place their address on the ballot, the Association cannot validate that the person casting the ballot is actually the proper owner entitled to cast the vote. Not to mention that if owners aren’t required to put their signature and address on a ballot, it could lead to ballot tampering or ballot box stuffing! Hence, Indiana Code validates the requirement that owners must place their signature and address on the ballot.
Why Can’t the Owners Elect Officers?
One newsletter asks why the owners cannot elect its officers instead of letting the Board decide which director will hold which officer position on the Board? The anonymous author likens the suggestion to voters who elect their public leaders to specific offices. Well, the answer actually lies in state law. But first, it might help to explain the difference between a director and an officer. A director is elected by the members and serves as part of the decision-making Board of a corporation. An “officer” is simply the duty position the director holds on the Board. IC 23-17-14 et seq. actually discusses and authorizes the appointment and removal of corporate officers by the Board of Directors. Again, keep in mind we’re talking about the directors of a private corporation, not someone who holds public office.
Who’s Running the Association?
The last thing I would like to address is the statement made by the anonymous author that Property Services Group (PSG) is “forcibly taking over” functions of your Association. PSG, like myself, are vendors hired by your Board to perform certain functions that assist or advise your volunteer Board members. It’s typical for a manager to send notices and collect ballots and proxies for the Board. This is a very time-consuming function that can be handled by the appointed manager instead of by a volunteer Board member who may have his/her own work and family commitments on top of serving on the Association’s Board. Decisions on what duties will be performed by the management company are made by the whole Board, not individual members of the Board. I sincerely doubt anyone at PSG “forcibly” pushed a director to the ground or held a gun to their head so PSG could do work for the Association’s Board! Anyone who’s met and talked to Larry Edwards, the owner of PSG, knows Larry is not the kind of person who “forcibly” takes over an Association or a Board. Such statements are made to solely to scare you into thinking PSG and your Board are committing horrible acts against the people of Eagle Valley Farms Country Village.
So why believe me? Good question. I have been representing community association for over 20 years. I represent more than 500 associations across Indiana. I am a fellow of the College of Community Association Lawyers, whose membership consists of fewer than 200 lawyers across the USA who have demonstrated excellence in the field of community association law by presenting seminars, publishing written scholarly materials, and amassing considerable experience through representing associations. Or you can simply take the word of an anonymous author who refuses to sign their work and makes statements that clearly do not follow Indiana state law just to try and scare you. I will leave that decision up to you. Thank you for your time.
Sincerely,
Scott A. Tanner
Registered Mediator
Fellow, College of Community Association Lawyers TANNER LAW GROUP
Monday, October 5, 2015
Notice to Country Village Homeowners
From: Country Village Board of Directors
There have been some rogue homeowners going from door to door and sending out letters, passing themselves off as legitimate Country Village Representatives. They have been using strong armed tactics and untrue statements to obtain signatures on a petition to have the Annual Meeting held on October 6th. THIS IS AN UNAUTHORIZED/UNOFFICIAL MEETING that was not approved by your Board. We urge Homeowners not to attend this meeting.
The Country Village Homeowners Association Annual meeting is scheduled for November 9th in accordance with and required by the HOA documents each homeowner will receive an official annual meeting announcement 30 days prior to meeting. You will be receiving written information in the next week asking for candidates for Board positions and other pertinent information related to the Annual meeting.
Thank you,
Country Village
Board of Directors
Friday, October 2, 2015
Friday, September 18, 2015
August Financials
| REVENUE: | |||||
| Maintenance Fees | $120,960.00 | $181,440.00 | |||
| Interest | $5.23 | $100.00 | |||
| Total: | $120,965.23 | $181,440.00 | |||
| EXPENSES: | |||||
| BUILDING MAINTENANCE | $36,317.17 | $60,200.00 | |||
| COMMON GROUNDS: | $19,165.98 | $18,460.00 | |||
| LANDSCAPE: | $29,951.99 | $41,250.00 | |||
| ADMINISTRATION: | $36,563.83 | $53,132.00 | |||
| RESERVE: | $4,166.00 | $8,000.00 | |||
| Total: | $126,164.97 | $181,042.00 | |||
| Income: | $4,818.56 | $398.00 | |||
| Assets: | |||||
| Ameriana Checking | $3,930.50 | ||||
| Ameriana Money Market | $6,340.28 | ||||
| Accounts Receivable | |||||
| Maintenance Fees | $15,966.36 | ||||
| Total: | $26,237.14 |
July Financials
| YTD | 2015 Budget | ||||
| REVENUE: | |||||
| Maintenance Fees | $105,840.00 | $181,440.00 | |||
| Interest | $4.69 | $100.00 | |||
| Total: | $105,844.69 | $181,440.00 | |||
| EXPENSES: | |||||
| BUILDING MAINTENANCE | $34,628.69 | $60,200.00 | |||
| COMMON GROUNDS: | $17,947.37 | $18,460.00 | |||
| LANDSCAPE: | $25,231.99 | $41,250.00 | |||
| ADMINISTRATION: | $33,113.47 | $53,132.00 | |||
| RESERVE: | $4,166.00 | $8,000.00 | |||
| Total: | $115,087.52 | $181,042.00 | |||
| Income: | $8,861.65 | $398.00 | |||
| Assets: | |||||
| Ameriana Checking | $1,512.95 | ||||
| Ameriana Money Market | $6,339.74 | ||||
| Accounts Receivable | |||||
| Maintenance Fees | $14,674.77 | ||||
| Total: | $22,527.46 |
July 2015 Board Minutes
BOARD: Max Roe, Betty
Shaw, Sharon Eichmann, Steve Fulkerson, Roni Coleman
MANAGEMENT: Larry
Edwards, Susan Keene
HOMEOWNERS: Jim
Vernon, Kathy Messer, Pat Alexander, Karen Crowe, Loma Chan, Forrest McClure
GUESTS: Scott
Kirkpatrick and Clarence Amayan of Mahler & Company Accounting
The Country Village Board met on July 13, 2015, at The
Harrison.
Roni Coleman had
invited Mr. Mahler to speak with the Board about getting ready for an audit. Because of a death in the family, Mr. Mahler
asked Scott Kirkpatrick and Clarence Amayan to handle the presentation. Scott Fitzgerald gave a background of the
company located on the north side of Indianapolis. He stated that he felt a compilation report
would be best for Country Village. The
Country Village gross revenue is small enough to support a compilation. The compilation would cost approximately
$2,500 and would include an independent accountant’s report. The Accounts Receivable would also be
included in a compilation report. If the
CPA found any irregularities, he could recommend an audit. This is a much more thorough report that
would include contacting vendors and matching invoices. The audit could cost from $7,500-$10,000, and
Mahler & Company would have to recommend an auditing firm since they are
not licensed as auditors. The time for a
compilation report could be four to six weeks with the audit much longer. The Board thanked the gentlemen for providing
he information.
The Board
discussed including money for an audit and/or compilation in the 2016
budget. Forrest McClure asked for the
budgets from 2006-2009. The board told
him that they would have PSG provide 2013-2015.
It was explained that the Indiana legislature passed a comprehensive law
regarding HOA’s that went into effect on July 1, 2015. One provision stated that HOA’s need only go
back two years to provide financials.
Steve Fulkerson volunteered to give those budgets to Forrest since he
keeps all his records.
Pat Alexander requested that the Board be
larger by adding extra members. The
board said that the documents provided for as few as three and as many as nine. Pat stated that other people wanted to be on
the Board, and they should be allowed.
She made a motion that the Board be expanded to seven members. The motion was ruled out of order. First, the Board will take the expansion
under advisement but this was not the forum for electing extra members. Second, a quorum must be established at any
Annual or Special meeting before any election can take place. A quorum is 50% plus 1 or 55 homeowners.
Susan told the
attending homeowners that the 2015 minutes and financials would be on the web
site by the end of July.
The homeowners were thanked for attending. The next Board meeting will be Monday, August
10, 2015.
COUNTRY VILLAGE HOA
July 2015 Minutes
Executive Session
The June minutes were reviewed. Roni Coleman asked for the following changes:
Replace “document”
with By-laws
Add “all areas of
the documents”
Include the vote
for the Article 6 recertification (3-1)
Delete the top
homeowner list.
The amended June minutes were approved. (Fulkerson-Shaw)
The June financials and accounts receivable were reviewed.
The 2016 budget work will begin in September. The Board and Management must discuss the
priorities for next year in order to budget appropriately. Homeowners at the Annual Meeting will be
asked to vote for the 2016 budget as presented.
Let’s hope we can get a quorum on the first try.
The meeting was adjourned.
Tuesday, July 28, 2015
Amended June 2015 Board Minutes
BOARD: Max Roe, Betty
Shaw, Sharon Eichmann, Roni Coleman, Steve Fulkerson
MANAGEMENT: Larry
Edwards, Susan Keene
The Country Village Board met on June 8, 2015, at The
Harrison. The May financials and
Accounts Receivables were reviewed.
The Board recertified PSG as the representative for
financials and banking, according to Article 6 of the By-Laws by a vote of 3-1. Roni Coleman pointed out that Article 6 seems
to go against all areas of the documents, especially with regard to the duties
of the treasurer. Larry Edwards will ask
the attorney, Scott Tanner, for a written explanation. Mr. Tanner replied that the Board was
correct.
The Board approved the newsletter for distribution. One additional item will be the new Board
times. On the second Monday of each month the Board meets. The open portion of the meeting where all
homeowners are invited will be from 6:45 pm-7:45 pm. The Board will meet in executive session from
7:45-8:45. Minutes from the executive
session (excluding any confidential collection info) will be posted to the
Country Village website.
The Board asked that Isaac Batista be added to the Tree
Removal bids for next year.
The meeting was adjourned.
HOMEOWNERS: John and
Judy Vance, Loma Chan, Karen Crowe, Jim and Margaret Vernon
Loma Chan asked that financials be added to the web
page. Management was not sure if that
information should be on the internet.
Loma showed the type of financials that is approved by Roberts Rules of
Order. The Board thought this
information would be appropriate. After
the Board approves the financials, the info will be placed on the website.
May 2015 Board Minutes
BOARD: Max Roe, Betty
Shaw, Sharon Eichmann, Veronica Coleman
MANAGEMENT: Larry
Edwards, Susan Keene
HOMEOWNERS: Pat
Alexander, Loma Chan, Karen Crowe, Steve Linson
The Country Village Board met on May 11, 2015, at The
Harrison. The March financials and
Accounts Receivables were reviewed.
OLD BUSINESS:
- Susan
Keene with PSG passed out 2015 contracts for Outdoor Solutions
(fertilizer), Elite Pro Painting and Classic Lawncare to all Board members
- Veronica
Coleman made a motion to call a special meeting with an attorney. She wants the attorney’s explanation of
the rules and regulations so the Board can make informed decisions. She would also like the attorney to
explain the duties and responsibilities of each Board officer and member.
The motion failed for a lack of a second.
- Sharon
Eichmann made a motion to contract PSG to design and host a web page for
Country Village. The Board has
talked about this topic for long enough and it is now time to enhance the
communication investment for homeowners.
Betty Shaw seconded. The
motion passed.
- The
Board addressed a concern by reaffirming Article 6 of the By-laws. This article affirms that the checks can
be signed by officers or employees, and the Board designates Property
Services Group as the signee. It
also affirms that contracts may be signed by the Board President or
Secretary. The reaffirmation of
Article 6 was approved with a motion by Sharon Eichmann and a second by
Betty Shaw.
NEW BUSINESS:
- The
Board approved a summer newsletter when the web site becomes
available. The information will be
as follows:
Lawn Treatment information
Pets
Garage Sale
Trash information
Mayor’s Action Line
Western Amenity information
Annual meeting
- The
Board was presented with three quotes for the removal of five trees on the
complex. The maples are alive but
causing damage to the water lines and sidewalks. The ash trees are dead or dying. The Board discussed the separate bids
from Broad Ripple Tree Service, Wolf’s Tree Service, and Ping’s Tree
Service. After comparing individual
costs per tree, the Board approved the bid of Ping’s Tree Service. This company will provide more service
for less money.
- The
Ping’s contract calls for the removal of the trees, the removal of the
stumps and the grinding of the roots.
There will be considerable debris from the stump grinding but that
will be removed by PSG. The Board
will be provided with the revised Ping’s Tree Service contract at the next
meeting. Brandon from PSG will also
contact all affected homeowners to give them notice about the tree removal
date.
- Steve
Linson has asked that the center downspout be removed from his gutters and
the hole from the downspout covered.
He knows that the driveways are the homeowner’s responsibility, and
he also knows that the new downspout has been causing damage to his driveway.
The meeting was adjourned.
June 2015 Financials
| YTD | 2015 Budget | ||||
| REVENUE: | |||||
| Maintenance Fees | $90,720.00 | $181,440.00 | |||
| Interest | $4.15 | $100.00 | |||
| Total: | $90,724.15 | $181,440.00 | |||
| EXPENSES: | |||||
| BUILDING MAINTENANCE | $30,079.98 | $60,200.00 | |||
| COMMON GROUNDS: | $10,217.67 | $18,460.00 | |||
| LANDSCAPE: | $15,170.47 | $41,250.00 | |||
| ADMINISTRATION: | $29,869.71 | $53,132.00 | |||
| RESERVE: | $4,166.00 | $8,000.00 | |||
| Total: | $89,503.83 | $181,042.00 | |||
| Income: | $1,220.32 | $398.00 | |||
| Assets: | |||||
| Ameriana Checking | $10,477.80 | ||||
| Ameriana Money Market | $6,355.32 | ||||
| Accounts Receivable | |||||
| Maintenance Fees | $13,568.43 | ||||
| Total: | $30,401.55 |
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