REGULAR MEETING MINUTES
Minutes of Special Meeting
Held: Saturday, November 5, 2022 at 12 pm
at the Guest House Lost River
(288 Settlers Valley Way, Lost River, WV 26810)
Meeting began at 12:05 by the President of the POA, Joe Palumbo, after it was determined that there was a quorum to proceed as 45 properties were represented either by members or through proxies given to members who were present. Joe explained that this special meeting had been called to specifically vote on the 2 proposals that were shared in the agenda.
A motion was made to move forward with the first proposal, which was as follows:
Proposal 1: change Article II Section 1 of the Association’s By-laws from:
Annual Meetings. The annual meeting of the Members shall be held on the first Saturday in June of year, at 1:00 P.M. (Eastern Time), for the purpose of electing Directors of the Association, and for transacting such other business as may come before the meeting. The annual meeting shall take place on the grounds of the Lost River Valley Subdivision or in close proximity thereto, such place being determined by the Board of Directors.
Annual Meetings. The annual meeting of the Members shall be held during the month of June or as soon after as feasible, for the purpose of electing Directors of the Association, and for transacting such other business as may come before the meeting. The annual meeting shall take place on the grounds of the Lost River Valley Subdivision or in close proximity thereto, such place being determined by the Board of Directors.
Joe explained that the purpose of the proposed change was to allow for more flexibility for scheduling the annual meeting—instead of having to have it on first Saturday of June, the proposal was to have it within the month of June. A vote was had and as the majority of those present and those representing proxies supported the proposal, it was passed. (19 yes votes, 10 no votes and 1 abstention).
Proposal 2: Change Article XII of the Association’s By-laws from:
Miscellaneous. The Fiscal Year of the Association shall begin on the first day of
January and end on the 31st day of December of every year.
Miscellaneous Laws. The Fiscal Year of the Association shall begin on the first day of July
and end on the 30th day of June of every year to coincide with the tax year.
Joe explained that this change would no effect when members would be billed for their dues. They
would still be billed in January. Money collected would be counted as prepaid dues and as of July 1 st ,
they would count as dues collected.
A motion was made to vote on the proposal. The motion was seconded. The proposal passed as the majority of the members present and representing proxies voted in support of the proposal. (19 yes votes, 10 no votes and 1 abstention).
John Rosato, the Association’s Treasurer, then went through a hypothetical budget that he shared with those assembled. John explained that the fall roadwork this year entailed fixing areas with issues and that brush removal was required twice this past year. Last year there were a lot of issues with snow and ice not melting on roads where the trees form a canopy across the road. To address this, we are doing ground to sky trimming to open up those areas. We also need to add culverts because we are getting more rain than in years past. The 2022-23 budget is looking at maintenance issues as we’ve received complaints that not enough is being done to take care of the roads. We know that there is some recrowning and culvert repair that is required. To deal with these issues, this hypothetical budget proposes an increase of annual dues to $320 for a full share.
During the discussion, it was clarified that the culverts that are the responsibility of the Association are those that are common culverts, not the driveway culverts, which appear to be the responsibility of individual owners. Joe said that we would have a decision on that issue by the annual meetings after we clarify with counsel.
A question was asked about the process that would be used to increase the dues. A member pointed out that the covenant provision requires 75% of the present members at meeting to vote in favor of an increase. A recent WV supreme court decision supports this. The Board will review the decision. Another member asked whether the Board has considered a special assessment instead of an overall increase to the dues. Joe said yes we had and that as we intend to do this over time, we decided that it may be best to seek an increase in dues. Another member asked whether $320 as the dues would be a sufficiently robust increase. Joe said it would be as it would give us the flexibility to do the increase maintenance over time. Its also possible to decrease the dues if its determined at a later point that the increase was no longer necessary. There was an audible laugh to the suggestion that the dues could potentially be decreased in the future.
Another member asked whether we are comparing bylaws with other POAs to make sure they’re consistent. Joe said, yes, and that is why we are exploring the idea of allowing for virtual or hybrid meetings. Another member suggested that there may be legislative changes that have happened over the years that may affect our covenants and bylaws. John said that we are having counsel review these changes and advise.
A member asked what specifically an increase in dues would be used for. Joe gave a few examples but said that the Board would put together a list of projects and share them through PayHOA and the Association’s facebook page.