MEMORANDUM
From: Douglas R. Campion, President, Board of Trustees
To: Residents of Dougherty Lake Subdivision
Subject: Proposed Restrictive Agreement Amendments (follow links below)
Date: September 4, 2021
Dear Residents:
As promised by me and unanimously agreed to by all the Trustees, we are providing our initial proposed amendments to the Restrictive Agreement (RA) for your review and comment before finalizing and holding an in-person meeting for homeowners to vote to approve or reject. Other revisions will follow over time and we invite any recommendations for other amendments.
These proposed RA amendments were developed by the Indentures Committee on which volunteers signed up to participate. The members that participated and developed what you will read herewith are: Greg Hoffmann, Bill Mahan, Lisa Kadel, Rich Powers and Bill Reynolds. Carel Reynolds, Correspondence Trustee, volunteered to keep notes and I served as chairman. Before summarizing what is being proposed let me state some relevant facts and thereby, hopefully, eliminate confusion, to-wit:
FACT #1: The governing subdivision document is the Restrictive Agreement (RA). The draft documents (a “Declaration” and a “Bylaws”) prepared by the attorney and made available to all homeowners in January 2021 were never put to a vote. Thus the RA as currently written provides the basis upon which this Board of Trustees (BOT) must operate.
FACT #2: Due to the COVID-19 pandemic and the disruption it created relative to the annual homeowner meeting and election of homeowners to fill trustee positions in 2021, a mail-in ballot was used for voting. In light of the environmental circumstances this voting process was considered a necessary emergency means and method so as to fill vacancies on our subdivision board.
FACT #3: Per the Missouri statute under which the previous BOT filed to convert our Trusteeship to a Non-Profit Corporation, the only prior Trustee remaining on its board as a Director was Carel Reynolds who was recorded as the Vice President. In that role she was able to appoint other Directors as required by state law and did so, they being myself and the other homeowners elected in February 2021.
FACT #4: The current Board has filed – and it has been recorded with Saint Louis County – a transfer of all rights and responsibilities the Non-Profit Corporation (NPC) might have back to the Board of Trustees of the Dougherty Lake Subdivision, reversing the earlier NPC filing/recording with the County.
So, we have determined that there are three (3) existing sections of the RA and one new section we propose that require immediate consideration and subsequent homeowner voting to ensure that you have been and will continue to be doing the correct things and the people (currently and those in the future) sitting as the subdivision Board of Trustees are operating and will continue to operate within the unequivocal requirements of the RA. Each of the existing sections is analyzed by showing the current Section with our comments and our proposed new version with rationale to show what we have changed and why. The new Section is simply shown with our analysis as to why it deserves inclusion. These sections are as follows:
Existing RA Section 17 – This proposed amendment will ensure that the Trusteeship is maintained as the governing structure until and unless a majority of all lot owners within the subdivision vote to change that.
Existing RA Section 18 – This proposed amendment provides the revised basis for how votes can be cast and what is the minimum number of lot owners (a quorum) required to act upon amending the RA. It further requires, as we are doing here, that any amendment be distributed to all homeowners for review and comment before proceeding to start the actual voting process.
Existing RA Section 28 – Because the original amendment adding this Section to the RA was done with and passed by the use of a proxy voting method and not just by a majority of those present at a homeowners meeting. There also were errors within it because it used terms and references that were not in keeping with the RA language and requirements.
New RA Section 29 – This proposed new Section intends to provide descriptions and means and methods for terms relating to various types of meetings, voting methods that include absentee balloting, and what number of meeting attendees must be present either in-person and/or by absentee ballot to constitute a quorum.
Your review and comment on each of these initial proposed amendments is invaluable as it will undoubtedly add insight to the objective basis for and language of each. We are sending this memorandum and its attached proposed amendments via email (or in several cases by hand delivery) and ask that your comments be similarly returned.
Your input comments, recommendations, etc. must be returned not later than September 19, 2021 via email ([email protected]) or hand delivered to Carel Reynolds at 12962 Briar Fork Road.
The Indentures Committee will take these under advisement and make requisite edits. Thereafter the Board will consider revising the amendment language with the goal of setting up a homeowners meeting in October for voting in person as the existing RA requires to either pass or reject each amendment. Each lot owner will be sent the final versions at least ten (10) days prior to such a meeting on a date, a place and a time identified therein.
On behalf of the Indentures Committee and the Board of Trustees, THANK YOU!
ANALYSIS OF RA SECTION 18 – For HOA Distribution (1)
Analysis of RA Proposed Section 29
