Draft Minutes, POC 2015 Nominations Committee, 3/16/15 Meeting

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POCA 2015 Nominating Committee

DRAFT MINUTES Version #1

Monday, March 16, 2014, Unit 902

 

The meeting commenced at 7:15 p.m., In attendance were members Raed Hamdan (408), Helen Kay (607), Bille Hougart (708), and Ed Mulrenin (902); Jessica Paterson (302) was absent.

ORGANIZATION MEETING   1- Qualification of members of Committee (DISCUSSED) All members of committee are unit owners (or agents) and have service on boards here.

2- Purpose and Goals of Committee (APPROVED) (1) Nominate candidates for expiring seats on 2015 Board. (2) Encourage owners to participate in Association governance. (3) Do it right and provide model for future elections model by revising 2002 Guidelines documents (see web site) (4) Surface any issues within the scope of committee’s responsibilities to the Association or board, as appropriate.

3- Duties of Chair (APPROVED) Duties of committee chair shall include:  Call and run meetings of committee; Deliver nominating committee report at annual meeting unless in the minority or if he/she delegates to another for any reason; liaison with Board on pertinent matters.

4- Election of Chair by Committee (APPROVED) Raed Hamdan was unanimously elected chair.

5- Duties of Secretary (APPROVED) Duties of Secretary shall include: Drafts/posts agendas, minutes, notices; maintains Gmail account and blog.

6- Election of Secretary (APPROVED) Ed Mulrenin was unanimously elected secretary.

OPEN MEETING   1- Review of Condo Instruments re: nominations (REVIEWED) The following documents were reviewed by the committee for the applicability of provisions related to the nominating committee: DC Condo Act, POCA Declaration, POCA Bylaws, Roberts Rules of Order; POCA Rules (nothing), POCA Nominating Committee Guidelines created 2002. Pertinent provisions of these documents are posted on the committee’s blog.

2- Procedures and rules of order of committee (APPROVED) (1) What is fair and what is efficient (in lieu of RRO). (2) Committee will strive for a consensus before vote is taken or needed. (3) Actions final unless opened by 2 committee members. (4) There will be no 2-2 decisions. (5) Meetings will be Open unless closed under DC Condo Act provisions. (6) No discussion of members or members’ situations in open meetings. (7) Committee members will adhere to strict confidentiality of closed deliberations unless agreed otherwise in meetings. (8) Committee will vote on final nominating committee report to be sent out and presented at annual meeting (9) Two members are required for Minority Report immediately following Committee’s report at the annual meeting,

3- Review Qualifications to serve on board (REVIEWED) Bylaws, Article III, Section 1: All Directors shall be Unit Owners or spouses, officers, partners, agents or employees of Unit Owners.  Bylaws, Article II, Section 9: Title to Condominium Units may be taken in the name of a natural person or in the names of two or more natural persons, or in the name of a corporation, partnership, association, trust, or other entity capable of holding title to real property, or any combination thereof Declaration, Section 2: (m)  “Owner” or “Unit Owner” means any natural person, firm, corporation, partnership, association, trust or other entity capable of holding title to real property, or any combination thereof, which owns fee simple title to a Condominium Unit. Bylaws, Article II, Section 9: (c) No Unit Owner may vote at any meeting of the Unit Owners' Association or be elected to or serve on the Board of Directors if the Unit Owners' association has perfected lien against his or her Unit and the amount necessary to release such lien has not been paid at the time of such meeting or election. Bylaws, Article III, Section 4: any Director who is a Unit Owner shall be deemed to have resigned upon divestiture of title to his or her Unit in fee or by lease for a term or terms of six (6) months or more

4- How many seats up for reelection and whose? (REVIEWED) Bylaws Article I, Section 1, directs that three Board seats will be elected in odd years and two in even years, all for two-year terms (“At the Annual Meeting held in 1983, three (3) of the persons elected as Directors receiving the highest votes shall be elected for a two-year term and the remaining two persons so elected shall be elected for a one-year term.) Therefore, there are THREE seats up for election in 2015, an odd year.  However, the succession pattern followed in recent years indicates that there are only TWO, presently occupied by Messrs. Irelan and Stern.  No Bylaws change or Association Resolutions can be found to support this misalignment. The Committee believes that this violation must be corrected and that it is in the best position to bring this to the Association’s attention.

5- What to do about the issue of two seats vs. three seats up for reelection? (APPROVED) The Committee will defer to the incorrect succession pattern followed in recent years but with a resolution to bring the Association back into compliance with the Bylaws this year if there is a vacant non-expiring seat on the board at the time of the election or next year if there is not.  If effected by Association Resolution in 2015, the three seats would be filled for two-year terms; if to be effected in 2016 by Association Resolution, the two persons with the highest votes in 2016 would be elected for two year terms and the person with the third highest number of votes for a one-year term.

6- Goal for number of nominees in Nominating Committee’s report? (APPROVED) TWO, as per Roberts Rules of Order. However, if the Committee nominates two persons and the Association passes a Resolution effecting the restoration of the succession pattern mandated by the Bylaws in 2015, the Committee will reserve the right to nominate a third person in its report at the annual meeting.   If a minority of two committee members wishes to be submit a minority report at the annual meeting with nominations, they may do so. Nominations will also be accepted from the floor following the committee’s report(s).

7- Does the committee solicit interest of members or let then volunteer? (APPROVED) A notice has been posted and distributed requesting that interested members inform the committee of their interest by March 28.  In addition, committee members will contact possible members encouraging them to submit their names to the committee by March 28th if they are interested in serving on the board, without committing to any action on the part of the nominating committee.

8- Is Committee obligated to nominate all qualified members whose names are put forward? (APPROVED) NO.

9- If we limit number of nominees what criteria do we use to decide? (APPROVED) Understanding of condo’s issues Seriousness about running. Contributions/involvement in the past. Business/project skills: Knowledge/experience/competence. Willingness to take on role of president, treasurer or secretary. Understands value of bilateral communication Understanding of Bylaws and fiduciary responsibility. Brings new ideas to Association Personal skills at working on boards or committees

10- What if we cannot find minimum number of nominees? (APPROVED) Committee will have sufficient nominees.

11- Interview prospective candidates? (APPROVED) Yes, interview those who have not served on a board. Committee will decide who interviews whom. Format for interview: Explain experience of serving on board here; find out why interested in running; find out what value they might add; find out Bylaws qualifications; find out something about bio. Interested members should send a brief bio addressing the above to the email as soon as possible, preferably by 3/28.

12- Nominating Committee Report (APPROVED) Format written and oral report: (1) Any issues that need to be resolved (e.g., 2 vs 3 seats) (2) (Two) Nominations* (with bios attached) * Committee reserves right to nominate 3rd person if Association decides that there are three seats available this year. At the Annual meeting: Minority Report, if any. Committee is automatically discharged after delivery of report at annual meeting Written report to be sent to Secretary for including in notice for annual meeting by April 20th.

13- Schedule (APPROVED March 28th – deadline for interested person to contact committee March 31st – Committee meets (7pm) to decide status and propose action April 19th – Committee meetings (7pm) to finalize Nominating Report April 20th – Committee forwards report to Secretary for inclusion in annual meeting notice May 12th – Annual Meeting: Nominating Committee report; (Minority report);

14- Review of Owners list from TBM for accuracy. (REVIEWED) The Committee reviewed the Official list of owners provided by TBM and found several material errors in it, e.g., Tenant identified as owner, Trustee missing form at least two unit owners’ names; incomplete unit owners in at least two units.  Chair to raise this with Board.  Committee recommends that TBM be charged with devising some way to guarantee accuracy of that list before Association meetings, to be consistent with Official D.C. Real Estate Records.

15- CLOSED MEETING. APPROVED DC Condo Act § 42-1903.03.(b)(5)(A),(vi and vii)

1-  Survey and Representation (DISCUSSED)

2- Review of Owners list for potential nominees, qualifications. (DISCUSSED) The Committee agreed to concentrate on resident owners first and only non-resident owners if needed.  Assignments made to contact owners.

 

The meeting adjourned at approximately 10:00 p.m.