Country Village Homeowners Association

Latest News

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

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


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.
Scott A. Tanner
Registered Mediator
Fellow, College of Community Association Lawyers