2015 Nominating Committee Report to the Association

Potowmac Overlook Condominium Association 2015 Nominating Committee Report to the Association     The POCA Nominating Committee was reactivated by the Association at the 2014 Annual Meeting and formed on March 3, 2015.  The membership of the 2015 committee is as follows: Raed Hamdan (chair), Bille Hougart, Jessica Patterson Long, Helen Kay, and Ed Mulrenin (secretary). The purpose of the committee is to recruit and nominate qualified and eligible Unit Owners to serve on the Board of Directors.  Nominations may also be made from the floor at the Annual Meeting.   In nominating individuals for the Board, the Committee must look to the Bylaws, Article III, Section (1), for direction on the number of Board seats up for election. According to the Bylaws, three seats should be up for election this year, but there are only two according to the current succession pattern.  This discrepancy mistakenly occurred somewhere along the line without any change to the Bylaws or Association resolutions. Inasmuch as this discrepancy is inconsistent with the Bylaws, it must be rectified as the Association cannot waive the Bylaws.  The Committee proposes, therefore, that the Association cure this violation of the Bylaws in the 2016 three-seat election by resolving that the person receiving the third highest number of votes in the 2016 election will be elected for an initial term of one year. (See attached Resolution.) However, if at the time of the May 12, 2015, election there exists at least one vacancy among the seats not up for reelection, the Committee will amend the attached Resolution to restore in 2015 the succession mandated by the Bylaws to elect three persons to three seats for two-year terms.    Assuming that there are only two seats up for election at the 2015 meeting, the Committee nominates the below-named individuals to serve on the Board of Directors for two-year terms. The committee has confirmed that the nominees are unit owners or otherwise qualified to serve; are eligible in that no lien has been perfected against their units for failure to pay the assessment; and have indicated that it is their intention to serve their full terms if elected.    Statements from these nominees are hyperlinked from their names below.     If the Association resolves to solve the succession problem in the 2015 election and there are THREE seats up for election for two-year terms, the Committee reserves the right to nominate a third individual at the Annual Meeting.   The Committee nominates the following individuals:   (1) BILLE HOUGART (708)   (2) ED MULRENIN (902)   There will be a minority report at the Annual Meeting.   This notice and related material can be found at www.POC2015nominations.blogspot.com

  

 

Potowmac Overlook Condominium Association   DRAFT RESOLUTION    WHEREAS: The Association's Bylaws, Article III, Section (1), call for the election to two-year terms of three (3) members of the Board of Directors in odd years and two (2) in even years;   WHEREAS: 2015 is an odd year in which three (3) seats should be up for election;   WHEREAS: Somewhere in the past the succession pattern mandated in the Bylaws got improperly interrupted without any change in the Bylaws or Association resolutions and the current succession being followed shows two (2) seats up for election in 2015;   WHEREAS: The Association cannot waive or violate the Bylaws;   NOW, THEREFORE, BE IT RESOLVED THAT, in order to cure the violation of the Bylaws, at the time of the 2016 election when three seats shall be up for election, the person receiving the third highest number of votes shall be elected for an initial term of one-year.

 

Potowmac Overlook Condominium Association

2015 Nominating Committee

April 19, 2015

DRAFT MINUTES

 The meeting convened at 7:10. All members of the committee were present, Raed Hamdan (chair), Ed Mulrenin (secretary), Bille Hougart, Jessica Patterson Long, Helen Kay.

1- Minutes from March 31 meeting.  Approved.

2- Nominating Committee’s Basic Report.  Discussed with minor changes.

3. Vote to Close Meeting. Approved.

4- Resolution for the Two vs. Three Seats. The Committee approved the proposed Resolution to cure this Bylaws violation in the 2016 election or in the 2015 election if a vacancy exists on the board in at least one non-expiring terms at the time of the election. The Committee also discussed various scenarios and how they would affect any further nominations the Committee would be entitled to make at the meeting.

5. Review of Selection Criteria for Nominees.  The Committee members discussed what they would like to see as the main selection criteria in coming up with a slate of two (or three) nominees.

6- Selection of Nominees. The names of the four candidates who had responded to the Committee’s call or outreach were read.  The Committee members voted on each of the four names individually and three candidates received the votes of three or more committee members.  The chair then proposed that we set up three slates of two names each and that each committee member vote for as many of the three slates as he or she wished and the one, if any, with the highest number of votes would be the majority’s choice for the 2015 nominees.  At the end of the voting, the slate of Bille Hougart-Ed Mulrenin received the highest note.

7- Vote on Report of the Committee. A vote was taken on the final Nomination Report was voted on and the vote was split 3/2.  (SEE POST MEETING DECISION, BELOW.)

8- Minority Report. The two minority members agreed that there would be a minority report and agreed who their nominee would be. (SEE POST-MEETING DECISION, BELOW.)

9- Script for Committee’s Report at Annual Meeting. The script for the election was reviewed just so committee members knew what would occur at the election and what the committee chair needed to prepare for.

Post-Meeting Decision. Helen Kay subsequently changed her vote on the nominating committee report to FOR, bringing the vote to 4/1, thereby avoiding the minority report. No member asked to discuss this at a meeting. The full correspondence related to this action is shown below for the record.

 

Bille Hougart

BILLE HOUGART (708)   Bille has lived in Potomac Overlook since 1989. He has served on the POCA Board as Treasurer and as Secretary, and has experience managing condominium projects, most recently in 2013 proposing to the Association the need for a feasibility study for more accessible entrances, then spearheading the study, and then securing the Association’s unanimous consent at the 2014 annual meeting.   Since retiring from his professional career, Bille has written six books and is always working on another. His professional experience focused on science policy, including work as government relations chief for The Oceanic Institute of Hawaii; Assistant Director of the Science and Education Administration, US Department of Agriculture; Aquaculture Coordinator in the Office of the Secretary of Agriculture; Adjunct Professor, Department of Fisheries and Allied Aquacultures, Auburn University; Policy analyst in agriculture, natural resources and fisheries policies, US Office of Management and Budget; Staff scientist in the National Academy of Sciences, and, as Legislative Assistant, US Congress.    Bille received a number of awards for his service in science policy, including a Presidential Certificate of Appreciation

 

Ed Mulrenin (902)

ED MULRENIN (902)   I have been Potowmac Overlook resident for 36 years.  In fact, I was the first owner and served on the Association’s first two boards as president. Over the years I served on twelve boards, mostly as president, but also as treasurer and secretary.   There are three reasons why I wish to rejoin the board.   First, I believe we all have an obligation to help out with the governance of the condo however we can.   Second, my monthly condo fee will soon go over $1000 a month, and that concerns me, especially with some very big capital expenses looming. Everything our boards do here comes down to two things, our quality of life and our condo fee. Where possible, I hope to change both for the better.   Third, new board member Raed Hamdan is bringing to the board the kind of experience, enthusiasm, interest in the Association, and desire to move things forward that have not been seen here for a long time, perhaps ever. If my years on the board are any guide, he is going to need help, and I and Bille Hougart want to offer that help.   As for my background, after internships at New York Telephone Company and IBM’s headquarters, and two years as a naval officer in the Naval Security Group, I spent three years at the then-new Overseas Private Investment Corporation as a Political Risk Insurance Officer and operations research analyst. I then moved on to spend my career at the Federal Reserve, where I first headed up the Fed’s budget operation and then as a member of the official staff in four departments, Controller, Secretary, what is now the Chief Operating Officer, and IT.  During my time at the Fed, I was responsible for the creation of the Office of Inspector General, and spent a year helping start up the Oversight Board of the Resolution Trust Corporation.  I left the Fed after being recruited through the World Bank and IMF to serve as Secretary to the Committee on Banking Reform and Reconstruction of the Russian Federation in Moscow.   My education includes a B.A. in Economics (Fordham), M.B.A in finance (Columbia Business School), J.D. (George Washington), A.M.P. (Harvard Business School), and numerous courses in Russian. I am member of the D.C. Bar, among other bars.    I look forward to serving the Association once again if elected with Bille Hougart.

 

Agenda for Apirl 19th Meeting

Potowmac Overlook Condominium Association

2015 Nominating Committee

April 19, 2015, 7:00 p.m., Unit 902

 

REVISED AGENDA

1- Review of Minutes from March 31 meeting (link). FORAPPROVAL

2- Nominating Committee’s Basic Report.   FOR DISCUSSION.

3. Vote to Close Meeting (FOR APPROVAL)

4- Resolution for the Two vs. Three Seats.   FOR APPROVAL.
            - Nominating Committee’s nominee(s) under Three-Seat Scenario

5. Review of Selection Criteria for Nominees. FOR DISCUSSION.

6- Selection of Nominees. FOR APPROVAL

            - Potential nominees (see attachment messages from  members)
            - How to proceed: Individuals; Slates

7- Vote on Report of the Committee. FOR APPROVAL.

8- Minority Report. FOR DISCUSSION.

9- Script for Committee’s Report at Annual Meeting.  FOR DISCUSSION.  

April 2nd Notice from Committee to Association Members

Nominating Committee

POTOWMAC OVERLOOK CONDOMINIUM ASSOCIATION

April 2, 2015

Message to Association Members

As you know, at last year’s annual meeting the Association agreed to reinstate the use of a nominating committee.

If any Association member (Unit Owner) is interested in being nominated for the Board of Directors at this year’s Annual Meeting (May 12^th), please send an e-mail to the Nominating Committee at POC2015nominations@gmail.com by April 10^th.

In your e-message, please state why you are interested in serving on the Board, what value you believe you would add, and a short bio of yourself (photo optional).  

You may also nominate other qualified persons if you have obtained their agreement to do so.

Please consult the Association’s Bylaws for qualifications and eligibility to serve. (Click here.) In addition, nominees must affirm that they intend to serve their terms if elected.

Nominations, of course, can always be made from the floor at the annual meeting.

For your information, this notice and the minutes of the Nominating Committee’s meetings are available here:   

This Notice   *   March 16^th Minutes   *    March 31^st Minutes

Other information pertaining to this matter can be seen on the Committee’s web site (click here).

If you have questions about this matter, please contact any of the members of the committee, listed below, or send an e-message to the Committee’s e-mail, address.

Raed Hamdan (Chair)  Bille Hougart  •  Helen Kay  •  Jessica Patterson Long  •  Ed Mulrenin (Secretary)

 

POC2015nominations@gmail.com

www.POC2015nominations.blogger.com

 

 

Message from Nominating Committee to Association Members 3/31/2015

Nominating Committee ol the
 POTOWMAC OVERLOOK CONDOMINIUM ASSOCIATION

THIS PAGE DELETED. 
SEE APRIL 2ND NOTICE, ABOVE

 

Draft Minutes of March 31, 2015, meeting of Committee

POCA 2015 Nominating Committee

DRAFT MINUTES

Tuesday, March 31, 2015

 

The meeting commenced at 7:00 p.m. All members were in attendance: Raed Mulrenin (chair), Helen Kay, Bille Hougart, Jessica Patterson Long, and Ed Mulrenin (secretary).

 1. Minutes of March 16^th Meeting.  Approved with no changes.

2. Nominating Committee Guidelines. Discussed. Committee agreed that these should be passed down to future nominating committees to use as guidelines.  Changes suggested were for Chair to coordinate with board secretary how the nominating committee meshes at the annual meeting.

Meeting was closed under provisions of the D.C. Condo Act.

3. Traffic on POC2015nominations@gmail.com  Discussed. Ed reported that no one had sent any emails to the Gmail address.

4. Report from all on contacts with members. Discussed. Committee members reported on their contacts with Association members on their interest in being nominated for the board. Several possibilities came up, but most all of the contacts were negative.  Several members still had not been heard from so the list will remain open.

5. What the committee needs to do from here. Discussed. Committee members should continue to pursue all who may be a candidate.  All prospective nominees should be asked to send an e-mail to the committee’s email address stating: why they wish to run for the board, what value they might add to the board, and a brief bio about themselves.  A photo would be optional. The Committee agreed with Raed when he said that he planned to send out a new notice to Association members extending the deadline for nominations to April 10^th with the committee’s minutes attached. The committee would distribute the notice itself by e-mail to save time and money, and to disengage the managing agent from the nominations/elections process. (Subsequent to the meeting it was decided that the committee would hold its April 19^th meeting and get the list of potential nominees firmed up. If final decisions can be made at that time, its report would be prepared and sent to the secretary for distribution with the annual meeting notice the next day. But if at that time the committee felt compelled to interview someone or deliberate further, the committee would instruct the board secretary to send out the annual meeting notice without the committee’s report and that it would be sent out separately after final decisions are made.

6. Resolution for resolving Two vs. Three Seats issue. Discussed. Plan would be to draft resolution with two as lead, and three as backup, but with the Committee’s preference to resolve this issue in 2015 in the event of a vacancy on the board.  Raed (Chair) and Ed (secretary) to go over script for annual meeting   to avoid confusion.  Raed to discuss at next Board meeting. Nominating committee to have a third nominee in mind if at meeting Resolution to solve issue in 2015 is passed.

7. Format of Nominating Committee’s Report. Discussed. Plan is to make resolution of number of seats issue clear enough in written report so reading can be waived at annual meeting. Bottom of report will state whether there will or will not be a minority report at annual meeting.

8. Agenda for April 19^th Meeting. Discussed

    - Review of Selection Criteria (see Minutes) (For Discussion)

   - Selection of Nominees (For Action)

   - Nominating Committee Report (For Action)

   - Minority Report (For Action)

   - Committee’s Report at Annual Meeting (For Discussion)

9. Schedule from Here. Next meeting will be April 19^th, 7:00 p.m

New Business

10. Need for Improvement in Election Process. Bille and Raed raised the issue of the need for improvement in the election process itself.  The work of the nominating committee could be in vain if the election process is not fixed.  Some examples were mentioned. Bille posed the question of whether the committee ought to be charged or tasked with supporting the election process. Ed mentioned that after last May’s election he discussed the need for an annual meeting template with Jason (who is now secretary).  Ed also mentioned that outside of the context of the nominating committee he had just sent a message to the board about issues he discovered in the attendance and voting numbers with the September election, eighteen in all, mostly dealing with the lack of official records, the proxies, and the spreadsheet.  The committee agreed that Raed should discuss this matter of improving the election process with the board to the depth necessary.  Ed agreed to start a list of suggestions, a template really, and Bille agreed to review it with him.  The list will be circulated to committee members before it is given to Raed to discuss, as he wishes, with the board.

The meeting adjourned at 8:30 p.m.

POCA 2015 Nominating Committee

FINAL AGENDA

Tuesday, March 31, 2015, 7:30 p.m. Unit 902

 

IN ATTENDANCE: Raed Hamdan (chair), Helen Kay, Bille Hougart, Jessica Patterson Long, Ed Mulrenin (chair)

1. Minutes of March 16^th Meeting APPROVED

2. Any Comments on the POCA Nominating Committee Guidelines. DISCUSSED WITH CHANGES

CLOSED MEETING APPROVED

3. Report from Ed on traffic on POC2015nominations@gmail.com  REPORTED

4. Report from all on contacts with members. REPORTED

5. What do we need to do from here?  DISCUSSED

6. Resolution for resolving Two vs. Three Seats issue?  DISCUSSED

7. Format of Nominating Committee’s Report. DISCUSSED.

8. Agenda for April 19^th Meeting. DISCUSSED

    - Review of Selection Criteria (see Minutes) (For Discussion)
    - Selection of Nominees (For Action)
    - Nominating Committee Report (For Action)
     - Minority Report (For Action)
     - Committee’s Report at Annual Meeting (For Discussion)

9. Schedule from Here; NEXT MEETING, APRIL 19^TH.

New Business

10. Need for Election Process Template. DISCUSSED.

The meeting adjourned at 8:30 p.m.

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

1.   

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.