Resolutions

King City Civic Association Resolution: Administration 2012-305

BOARD OF DIRECTORS' MEETINGS AND MINUTES

Association Bylaws Article V; Article VI, Section 7; Article VII; ORS 96.640(7) through (11); ORS 94.655; ORS 94.641; ORS 65.771;

This Resolution enhances requirements contained in Association Bylaws Article V, Sections 1 through 6 for Board of Directors' meetings. Its purpose is to incorporate Oregon statutes where KCCA Association documents are silent. (This Resolution Does Not Contain Criteria For Membership Meetings.)

Under the Oregon Corporation Act, anytime a quorum of Board of Directors is present where matters relating to Association business are discussed, a meeting is taking place. The meeting and notice requirements may not be circumvented by chance or social meetings or by any other means. All meetings (Regular, Special, Emergency*, and Work Session) require proper noticing, recorded minutes, and are open to Members' attendance.

Regular meetings: Set, periodic meeting times, including Board Work Sessions (which are Board discussion-preparation meetings only.) Posted notice of time, place and agenda, as well as minutes are required, including for the Board Work Session. At the Board Work Session no Board decisions are made; however, a straw poll may occur to determine if further discussion is needed to achieve the Board's decision by vote at the Regular or Special Board of Directors meeting. Only Emergency Meetings* can waive the notice, agenda and voting requirements of the Board.

Special meetings: Called for a specific purpose by the President or any three Directors (this is not an Executive Session). Posted notice of time, place agenda, and minutes are required. Only specific items listed for the Special Meeting may be discussed or acted on at the Special Meeting.

Executive Sessions and Closed Meetings. In addition to Bylaws V, Section 5, ("Board Meetings Not Open to Members"), ORS 94.640(7)(b) provides that, except in case of an emergency, the Board of Directors of the Association shall vote in a properly noticed, open meeting whether to break and enter into an Executive Session. The Presiding Officer shall state the general nature of the action to be considered and, as precisely as possible, when and under what circumstances the deliberations can be disclosed to Members. The statement, motion or decision to meet in Executive Session must be included in the minutes of the meeting, including in Emergency Meeting minutes. In addition to the closed meeting issues listed in Bylaws V, Section 5, Oregon statute provides the Board may close meetings to discuss negotiations of contracts with third parties, or for collection of unpaid assessments. (ORS 94.640(7)(a)(B)(i thru iii). No action or vote may be taken in an Executive Session but shall be taken once the Board has reconvened and returned to the open Board meeting.

Emergency Meetings: ORS 94.640(8)(b) and (c) provides that Emergency Meetings may be held without notice to owners, if the reason for the bona fide emergency is stated in the minutes of the meeting; and only Emergency Meetings may be conducted by telephonic communication that allows all Directors to participate. Owners may attend. Directors participating in a meeting by telephonic means are deemed to be present in person at the meeting, and thus quorum rules apply. Only the matter of the emergency shall be discussed at an Emergency Meeting. A vote may be taken, even though it may not be an openly noticed meeting; except that the Directors may break into an Executive Session, without notice to Members, if the emergency falls under the criteria for a Closed Meeting.

Voting by Board: Except when officers of the Board are being elected, no vote may be taken by secret ballot or by proxy by a Director. (ORS 94.641.)

Abstention Votes: An abstention to vote is a refusal to vote, and therefore not a "no vote".

Director Conflict of Interest: If a Director has a direct or indirect interest in a matter, the action is not voidable because of the interest, but the Director's interest must be disclosed or made known to the Board prior to discussion on the matter. The Director shall perform his/her duty according to the Standards of Ethical Conduct set forth in ONCA Bylaws, Article X, Section 2, and ORS 65.361; 94.641.

Notice and Agenda: For all Board Meetings, including Work Sessions, but excepting Emergency Meetings, the President or Administrator shall prepare an agenda, containing notice of location, date and time of such meeting and updated, as necessary, and shall be posted at the Association's Clubhouse, Library, Pro Shop, Crown Center bulletin boards, and on the Association's website. The regular Work Session and Board Meetings will also be noted in the monthly Association Newsletter. Other timing of notices shall be in accordance with Bylaws Article V, Sections 1 and 2. Note: Any meeting held without proper notice is an illegal meeting, resulting in voiding of all actions of the Board, and any motions passed are non-enforceable.

Board Packets: For all Board of Director Work Sessions and Regular Board Meetings, the Administrator shall prepare a packet of materials prior to each Work Session or Meeting, and distribute the packet via email or printed copy to each Director at least three days preceding the Work Session or Meeting. The packet shall contain references to governing documents as a basis for decision-making and any additional information relevant to educating the Directors on matters to be discussed. Directors shall review the packet prior to the meeting and come prepared to discuss the items listed on the agenda.

Schedule of Board Meetings: The Board of Directors shall set and publish a regular, set, monthly day and time for its Work Sessions and Regular Board Meetings. In the event the date is a national holiday, the Board will notify Members of an alternative date, and give proper notice according to Bylaw requirements, and, if time permits, in the Association Newsletter.

Format for Meetings: Prior to opening the meeting, Members will sign in and indicate any topic on which they wish to speak. The procedure for the Board meeting shall include the following:

While not a part of the official minutes, suggestions, comments, or questions during the Open Forum may be recorded for the Board's consideration and follow-up.

**Open Forums: The purpose of an Open Forum at a Board meeting is to allow Members to address the Board regarding any topic on the agenda or other concerns to the Member. If several people wish to address a specific topic, the Presiding Officer may limit the time allotted each speaker, or ask for one representative to speak for them all. Although Board Work Sessions are open to Members, there is no Open Forum at a Work Session. The Presiding Officer may request specific Members to provide the Board with relevant information.

Adopting a Resolution: At a properly noticed open meeting the Board shall pass a motion to create a resolution which will either be drafted at the meeting or sent to an ad hoc committee to draft and distribute to all Board Members for review. (Board Members cannot meet in numbers which establishes a quorum to discuss or comment on the proposed resolution.) At another properly noticed open meeting of the Board, the resolution shall be placed on the agenda, discussed, and voted on by the Directors. The original resolution shall be drawn up in the established format set out in the 2012 Resolution Book. Upon passage it shall be dated, signed by the President and Secretary, and the original kept in the Association's Resolution Book. A resolution is effective upon distribution to all Association Members/Owners by whatever method the Board deems reasonable for publication.

Minutes. Minutes of Board meetings must be an accurate, succinct summary of the conduct of the meeting and include only those motions made and seconded, (but not the discussion prior to vote), and the total vote (not individual votes) by Directors. However, a Director may request to go on record with a specific comment regarding the vote. The minutes of a Regular Board Meeting shall be prepared within 5 business days of the meeting and include the agenda as the cover which will indicate the time, place and items to be discussed, with any Board actions anticipated to be highlighted in bold letters for easy identification of the minute's contents. The footnote of the agenda shall contain the publication date(s) and place(s) constituting legal notice information. Work Session minutes may contain only a summary of the agenda items discussed in preparation for Board action at a subsequent Regular Board Meeting. Any resolution passed by the Board at its Meeting shall have a copy of the resolution attached to the minutes in which the resolution was adopted. Records of all Board meetings shall be kept permanently in accordance with ORS 65.771(1); 670(1), and Bylaws Article VI, Section 7.

IT IS RESOLVED this ___ day of February 2012 by a majority vote of the Board of Directors and effective upon distribution of the Association's March 2012 Newsletter

King City Civic Association

By Terry Shane, President By Maxine Van Dyke, Secretary

Compiled from Resolution established 01/01/04; Reviewed 07/17/07; Minutes Policy 02/19/08
ORS and ONCA
Adopted 02/14/12