Country Village Homeowners Association

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Tuesday, November 10, 2015

Annual Meeting

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.

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

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


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.
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

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

October Meeting

There is no October Board meeting.

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