Notes from the September 20, 2018 GHI Board Meeting

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Note: The following is a summary of key issues discussed at the GHI Board Meeting on September 20, 2018.  This summary is followed by a brief discussion of some of the other items on the agenda.

Key items discussed at the Board meeting included:

  • Proposed GHI Bylaw Amendments, and
  • Review of the Communications Committee’s Report

Proposed GHI Bylaws Amendments

The Board of Directors voted 6 to 2 to send two proposed bylaw amendments to the membership for a 30-day comment period prior to submitting the amendments to the membership for a vote at the next annual membership meeting.  Board members voting in favor of this action were Skolnik, Brodd, Hess, James, Watkins, and Seely, with Holland and Jones voting against.  Kapfer was excused.

At the August 2, 2018 Board meeting, the Board discussed their interest for amendments to the bylaws to address two concerns with three sections of the bylaws.  The Board’s first concern relates to the requirement for membership approval in order to spend corporation funds for acquisition of property.  The Board’s second concern relates to confusion in interpreting the provision of the bylaws relating to multi-year contracts.  At the August 2nd meeting the Board decided that GHI’s attorney, Joe Douglass should draft proposed amendments to the bylaws to address the Board’s two concerns.

The three provisions of the bylaws which Mr. Douglass was asked to review and address are as follows:

  • Article II – Purpose and Powers – Section 1, Purpose
  • Article VIII – Financial Regulations – Section 8, Purposes for Which Funds of the Corporation May be Used
  • Article VIII – Financial Regulations, Section 11, Expenditure of Funds and Contracts

These three provisions of the bylaws may be found on GHI’S web site using the following links:

Joe Douglass provided two proposed amendments to the bylaws in response to the concerns raised by the Board.

The two proposed amendments may be found on GHI’s web site at:        https://www.ghi.coop/sites/default/files/attachments/news/Proposed%20Bylaws%20Amendment.pdf  (you must scroll to the end of the PDF to see both amendments.)

The Board discussed the two proposed amendments prior to voting.  Some Board members expressed concern with the deletion of the following sentence:

“Notwithstanding the foregoing, the Board of Directors may use funds up to $2,500 for planning each new transaction, not to exceed a total of $15,000 per year and not to exceed $2,000 a year for civic and community purposes without prior membership approval.”

Molly Lester, Audit Committee Chair, expressed her concern that the justification drafted by the attorney for one of the proposed bylaws is not accurate.  The justification states “The purpose of this proposed amendment is to allow GHI’s business to be conducted in the manner originally intended by the Articles of Incorporation and the Bylaws, eliminating procedures that effectively can prevent GHI from meeting its responsibilities.”  She said that GHI’s attorney has previously indicated that he has not seen the original Articles of Incorporation or Bylaws, so she questioned his assertion about the original intent of the documents.  She indicated her review of historical documents show it was always the intent of the corporation to allow the membership to vote on certain key matters.

She also stated that the attorney has not provided any examples supporting the claim that a requirement for a membership vote could prevent GHI from meetings its responsibilities.  Lester further suggested the Board be transparent in their rationale for the proposed bylaw amendments.

Stay tuned for Members United’s continuing coverage of the proposed amendments to the bylaws.

GHI Board Review of the Communications Committee Report

Say goodbye to the Communicator as the Communications Committee has ceased publication of the GHI Newsletter.  The June issue was not delivered to members because people couldn’t be found to deliver the newsletter. Despite an announcement in GHI’s electronic newsletter, e-News, that copies of the newsletter were available for pickup at GHI, only 50 members picked up a copy.  The approximate cost of the Communicator was $10,000 a year (4 quarterly newsletters).

This was just one of the recommendations contained in the report presented to the GHI Board of Directors. The Committee also:

  • Recommended that use of e-News be expanded to include need-to-know content and links to information on the GHI’s website.
  • Recommended that for those members not receiving the e-News,  need-to-know content be published in the Greenbelt News Review.
  • Recommended that the $10,000 publication cost of the Communicator be used to fund a property management system with a member portal.
  • Recommended that a staff member and a committee member be made administrators of the official GHI Facebook page to post content.
  • Recommended changing the name of the Communications Committee to the Marketing and Communications Committee as well as changing the charter of the current Communications Committee for the expanded mission if approved by the GHI Board of Directors.
  • Recommended updates and enhancements to the GHI website, such as adding more information about the work done by the GHI committees and task forces, eliminating contradictory search information, and improving communication about the Community Beautification Program.

The GHI Board accepted their report and will place it on a future agenda for more discussion and possible action on the committee’s recommendations.

Additional Items on the Agenda.

In executive session:

  • Approved 2018 Fall Concrete Repair Contract – 2nd Reading
  • Approved Minutes of Informal Complaint Hearing Held on July 17, 2018
  • Approved Minutes of Executive Session Meeting Held on August 16, 2018

In open session:

There was confusion in the Board Room about whether members were waiting to enter the Board Room for the open session.  Eventually someone realized that  members were waiting to attend.  As a result the author was not present when the Agenda was approved.

  • The Agenda was approved.
  • There were no visitors or members.
  • All membership applications were approved.
  • Committee and the Home Improvements Report were given:
    • Staff reported the following benchmarks for the 2018 HIP:
      • 87% of the windows have been installed,
      • 74% of the doors have been installed,
      • 42% of the siding has been installed,
      • 82% of the attic work has been completed
      • 100% of the electrical work has been completed, and
      • 53% of the HVAC work has been completed.
    • 16% of the frame HIP crawlspace improvements have been completed with the exception of the running of electricity for the fans that have been installed. A contract still has to written and made available for bid for this electrical work.
    • The asbestos remediation work for the 93 frame buildings should be completed before the end of the year.
    • The Zoning Task Force has completed a draft report for the Board.  It appears that the Residential Legacy Zone will not be included in the final zoning legislation. There will likely be a 2-3 year period between when the legislation is passed and the application for the zoning map amendment is passed.  The enabling language for the Neighborhood Conservation Overlay process will be passed as part of the zoning legislation but it doesn’t actually establish any zones.
    • The Long Range Planning Task Force has finished a draft charter that will be presented to the Board shortly.  Decisions have been made about some of the data the task force would like to collect.
    • The Architectural Review Committee has finished their Forever Homes flyer and will be advertising the program in the Greenbelt News Review for the remainder of the year.  They also are discussing signs and have reviewed the city and county sign ordinances.
  • The Board approved minutes of the special open session meeting held on August 16, 2018.
  • The Board approved minutes of  the regular open session meeting held on August 16, 2018.
  • Member’s Recommendation that Historic Style Address Numbers be installed on Masonry Homes – A member presented photos of house numbers that he had installed on the doors of his masonry unit that were a style consistent with the 1930’s.  He suggested that GHI install them on the doors of all masonry units.  Some Board members thought that installing the numbers should be optional rather than mandatory.  The Board referred the item to the Architectural Review Committee for their recommendation.
  • Installation of Solar Panels on Garage Doors by Members – A member has installed, without permission, a solar panel on the door of a garage the member is renting.  GHI staff brought the matter to the attention of the Board for their direction, as there is currently no regulation that covers this situation.  This item was referred to the Architectural Review Committee. The Board referral will include the concerns noted by GHI management.
  • Items of Interest
    • A property insurance claim for a flood incident at 6-O and 6-P has been submitted to GHI’s insurance.  Water intruded from a neighboring unit from a broken toilet supply tube which is GHI’s  responsibility under the Addition Maintenance Program.
    • Hired a new Director of Technical Services, Stuart Caplan.  He has over 25 years of experience in construction management, land development and business operations.  He holds a Civil Engineering Degree in Structural Engineering and a M.S. Degree in Civil Engineering in Construction Management.
    • President’s Item – GHI is participating, as part of the Greenbelt Cooperative Alliance, in the National Cooperative Festival on the Mall in early October.
    • Board Members’ Items – Ed James asked if a pile of wood chips could be made available somewhere that members could access during weekends and after business hours.  Staff said that could be arranged.
    • Audit Committee’s Item – Molly Lester asked about the policy of prohibiting members, including members of the Board, from accessing the list of members who voted in the previous election.  In the past, certain members of the Board had been provided access to this list.  No one present was aware of a policy that addressed this issue.  The Board President said that this issue will be placed on a future agenda to come up with the policy.   The Board President had reservations about members being able to obtain this information.
    • Manager’s Items – The General Manager mentioned the Committee members’ training on September 27, 2018. The Audit Committee had a question about whether the revised Committee Handbook that will be used for the Committee members’ training had been approved by the GHI Board.  Even though the notice of the training gave the reader the impression that a recently revised handbook was being used, it was revised and approved by the Board in 2016. The WSSC meeting will be held on October 5, 2018 at the WSSC offices.

The Board meeting adjourned at 9:27 P.M.

 

 

 

 

 

 

 

 

 

 

 

 

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