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Special Meeting of Membership - December 6, 2008

Below are the minutes of the Special Meeting of Membership held on December 6, 2008

Click here for a PDF version of the minutes.

Special Meeting of Membership
December 6, 2008
MINUTES

A Special Meeting of the Chimney Hill Owners Association, Inc., membership was called to order by Gene Clark, President, at 4:05 PM, Saturday, December 6, 2008 at the Chimney Hill Clubhouse, Wilmington, Vermont. Present were Lawrence Christian, Stephen Grenier and Diana Gould (Board of Directors), Kenneth Spicer, Executive Director, Tom and Bonnie Matthews (# A-60), Ann Marie and Patrick Hill (# 630), Jeff Nordfors (# 74), Rona Preli (# 487), Peter and Ellie Orrico (# B-112), Carol Clark (# 658), Robert and Lorraine Bertini (# 646) and Lori Grenier (# C-160).

Gene Clark, President, welcomed those who were in attendance and announced the following matter to be voted on at this meeting:

“Should Section 13 of the Declaration of Protective Covenants, Restrictions and Reservations, dated July 25, 1967, as amended to date, be amended to change the vote required to amend the Declaration from two-thirds of all owners of property in good standing to two-thirds of at least fifty one percent of owners of property in good standing?”

Gene Clark, President, reported that at the April 5, 2008 Special Meeting of Members Resolution # 1: Should Section 10(B) of the Declaration of Protective Covenants, Restrictions and Reservations, dated July 25, 1967, as amended to date, be amended to restrict voting only to members in good standing in the Association passed by a vote of 463 in favor and 18 opposed. As such only those members in good standing as of October 1, 2008 (a date set by the Board of Directors) were allowed to vote in person or by proxy.

Gene Clark, President, reported that as of October 1, 2008 the Chimney Hill Membership was comprised of 641 members of which 203 members of the Association were delinquent in Assessments (Regular and Special). On October 2, 2008 the Notice of Special Meeting, proxy/ballots and return envelope were mailed to all 438 members in good standing.

Gene Clark, President, asked if there were any ballots from the floor that needed to be collected. One ballot from the floor was collected.

Gene Clark, President, reported that 374 members in good standing were represented by Proxy Ballot representing 85 % of the members in good standing and as such represents a quorum to announce the results of the voting on this resolution. According to the Declaration of Protective Covenants, Restrictions and Reservations, dated July 25, 1967, as amended to date, Section 13, a 67% vote of the membership (in good standing), in favor, of any resolution is required for passage. Voting membership consists of 438 property owners requiring 294 votes in favor for any resolution to pass.

Gene Clark, President asked if there was any discussion from the floor, hearing none, Gene Clark, President, asked for a motion to call the vote.

Lawrence Christian made a motion to call the vote, Diana Gould seconded the motion. Gene Clark reported that a motion was made and seconded to call the vote. All those present voted in favor to call the vote.

Gene Clark, President, announced the following:

“Should Section 13 of the Declaration of Protective Covenants, Restrictions and Reservations, dated July 25, 1967, as amended to date, be amended to change the vote required to amend the Declaration from two-thirds of all owners of property in good standing to two-thirds of at least fifty one percent of owners of property in good standing?”

Gene Clark, President, reported the vote: total votes cast were 374, votes in favor, 325, votes opposed, 49.

Gene Clark, President, reported that those votes cast in favor represent 74 % of members in good standing satisfying Section 13 of the Chimney Hill Declaration of Protective Covenants, Restrictions and Reservations and as such passes as of this date, December 6, 2008.

Gene Clark, President, asked if there is any other business to come before this meeting?

Ellie Orrico questioned the way in which “members in good standing” were determined by the Board. She indicated that in last year’s proposal, and meetings, the board indicated that only those owners who had not paid their assessments would not be allowed to vote and that there was no mention of special assessments being included in the mix. Gene Clark, President reported that at that time the association did not have a special assessment so the matter could not have been addressed.

Gene Clark, President, did report that the Board determined “in good standing” were those owners who had paid their regular and special assessments by the time allowed by the Board. Gene Clark, President, did report that those owners who might have been delinquent in paying other fees (maintenance charges, etc) by the October 1, 2008 date were still considered in good standing and sent ballots. Gene Clark, President, also noted that in the correspondence mailed to all owners this past summer concerning the proposal it was very clear that both regular and special assessments must be paid by October 1, 2008 to be considered in good standing and eligible to vote.

Rona Preli asked if “in good standing” could be anything the Board decides, not just assessments? Gene Clark, President, reported that the article is written in a way that would allow Boards to determine what “in good standing” could be. It is the position of the current Board that “in good standing” means payment of the Association assessments, either regular or special.

Gene Clark, President, asked if there was any further discussion? Hearing none, Gene Clark, President, asked for a motion to adjourn the meeting.

A motion was made by Diana Gould, seconded by Tom Matthews, to adjourn the meeting. All those present voted in favor to adjourn the meeting.

The meeting was adjourned at 4:20 PM.

Respectively Submitted,
Kenneth B. Spicer
Secretary Pro-Tem

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