Proposed Governing Document Revision Updated April, 2011.

Proposed Governing Document RevisionUpdated April, 2011

Woodmoor Governing Docs 2

Agenda

1. Reasons for Governing Document Revision

2. Structure of Governing Documents

3. Summary of Proposed Revisions

4. Approval Process

31 January 2011

Woodmoor Governing Docs

Part 1: Reasons for Governing Document Revision

31 January 2011


Legal Review of 2009-2010

In February, 2009, the WIA Board asked WIA’s law firm, HindmanSanchez P.C., to perform an audit of Woodmoor’s governing documents.

The Legal Audit Report was delivered in May, 2009, with detailed recommendations for changes to the documents.

In June, 2009, Legal Audit and Covenant Advisory Committees were appointed to review the report and recommend specific changes.

In July, 2010, the Legal Audit Committee’s report with recommended changes was delivered to the WIA Board. 31 January 2011


Primary Legal Reasons for Revisions

Documents have no limitation of liability allowed by state law, nor any indemnification clause.

Documents do not comply with current laws vis-à-vis: Registered Agent Provisions for owners calling special meetings Provisions for owners approving changes to governing

documents Requirements for notice of meetings Requirements for audit and document retention Dissolution provision

31 January 2011


Other Benefits to Revising Documents

Now Increase flexibility

For example, documents state annual meeting must be held on last Monday of January instead of allowing board to set a date in January.

Simplification For example: Combine 3 Declaration documents into one

Clarification For example: Eliminate conflicts between Articles and By-

Laws

Remove legal language no longer needed For example, provisions covering Woodmoor’s first 5 years

of incorporation.31 January 2011


Part 2: Structure of Governing Documents

31 January 2011


Woodmoor’s Hierarchy of Governing Documents

1. Declaration of Covenants - Describes organization of and covenants for Woodmoor

Separate ones for: North Woodmoor, South Woodmoor, Woodmoor Placer (Commercial), Placer Tract A (YMCA)

Changes require 75% of ALL Owners (now 2/3 per state law)

2. Articles of Incorporation – Describes the Woodmoor Improvement Association

Changes require 75% of voting owners

3. By-Laws – Details on management of WIA and Woodmoor Changes require majority of voting owners

4. Policies, Procedures, Rules and Regulations (a.k.a. “R&Rs”) Includes main R&R (Parts 1-4); Part 5 (Design Standards Manual);

and Design Standards Manual for Multi-Family Developments Changes require majority vote of WIA Board of Directors

21 April 2011


History

1971 – Articles of Incorporation, Declarations of Covenants, and By-Laws were established for North and South Woodmoor

1973 – Declarations of Covenants established for Woodmoor Placer

1995 – By-Laws Amended

1998 – Annual dues increased by 2/3 vote in order to bring Woodmoor Public Safety into Woodmoor Improvement Association. No documents were changed.

No changes to Declarations or Articles since 197321 April 2011


Part 3: Summary of Proposed Revisions

31 January 2011


Proposed Covenant Revisions (1 of 2)

Combine North Woodmoor, South Woodmoor and South Woodmoor Placer covenants into one, given that they are nearly identical Differences have to do with set-backs; those differences will

be maintained in the combined document. Placer Tract A (YMCA) remains separate.

Revised defined terms for consistency (removed “declarant”, added “ACC” and “Board”.

Removed obsolete references to multiple classes of ownership.

Simplified “Purpose of assessment” in response to suggestion of past board members. 31 January 2011


Proposed Covenant Revisions (2 of 2)

Simplified clause restricting businesses in Woodmoor residences (no longer provides examples) at recommendation of ACC members.

Removed reference to outside antennas as no longer legally enforceable.

Removed language specific to Woodmoor’s first 20 years of incorporation.

Removed language regarding FHA/VA as no longer required by law.

Simplified language around annexation of new land to map to current laws (still requires consent of 2/3rd of owners)

Changed 75% supermajorities to 2/3 per state law.

NO change was made to limits on the amounts fees may be raised (3% per year) or the interest rate that may be charged on late payments (8%). 31 January 2011


Proposed Articles Revisions

Many sections rewritten at suggestion of WIA law firm to match the same legal template they suggest for new HOAs. Benefit: fully comply with current laws Benefit: provide WIA and Woodmoor owners with all

legal protections allowed by current laws

Use consistent definitions, especially of Lot Owners

Change supermajority required to make changes to 2/3 to be consistent with Declarations.

Now explicitly permits the hiring of a HOA manager for WIA, per state law 21 April 2011


Proposed By-Laws Revisions (1 of 2)

Clarify definition of terms used in document

Allow date of annual January meeting to be set by Board Currently mandated as last Monday of month.

Changes to comply with state law: Notice periods Voting language

Removed language that applied to the first 20 years of Woodmoor

Replaced vague language regarding removal of board members Clear requirements for board members to attend meetings Clear procedures for removal and replacement of board members21 April 2011


Proposed By-Laws Revisions (2 of 2)

Indemnification clauses added (per WIA law firm).

Anti-discrimination clause added.

Added language describing how motions can be passed for emergency situations between meetings.

Clarified WIA powers with regard to owners who are not in compliance with WIA rules (now matches state law).

Added language reflecting legal requirements for auditability and retention of documents.

Removed language redundant with the Declaration document.

Clarified ambiguous text regarding election procedures.31 January 2011


Part 4: Approval Process

31 January 2011


Obtaining Woodmoor Approval for Proposal

January 31, 2011: Proposal presented at annual meeting with details posted on Woodmoor.org.

April, 2011: Proposal details and ballots sent to all Woodmoor owners with May 31 deadline for return.

Balloting details: Separate votes required for the three levels of documents All votes can be submitted in single envelop, via mail or

drop off at WIA office.

June, 2011: If insufficient ballots received, WIA board will discuss options for obtaining approval at open board meeting .

21 April 2011


Questions?

31 January 2011

Proposed Governing Document Revision Updated April, 2011.

Documents

Transcript of Proposed Governing Document Revision Updated April, 2011.