Lake Linganore Association, Inc.
October 18, 2004
Board of Directors Meeting Minutes
The meeting was called to order at 7:04 p.m. Board members present: Alan Dinkelacker, Brandon Frazier, Lisa Rogers, Grant Sheehan, and Andrew Twillman.
Directors absent: Bill DiLoreta.
Staff present: GM Clay Edwards, DPC Stephen Hembree, and CRM Joy Gurley.
The minutes of the October 4, 2004 meeting were amended as follows:
• Under Unfinished Business/Woodcliff Court Correction Plat Action, the first sentence should begin with- “GM Hembree said…”
Introduction of New Deputy & Presentation to DFC Venzin— DFC Venzin introduced Deputy Michael Davies, who will be taking his place as the new deputy for Eaglehead. DFC Venzin assured the board and audience that their new deputy was as good as he was. DFC Davies told the board that prior to coming to the Frederick County Sheriff’s Office he had worked with the Baltimore City Police Department and that he had once lived in Pinehurst village. He said he has been involved and understands the issues facing the community and has been working with DFC Venzin to get to know the people of Eaglehead once again. He said the two were also working together on the recent incidents of vandalism and hoped to solve the case soon. DFC Venzin said he would stay involved with that case in an effort to help get it resolved. Director Dinkelacker presented DFC Venzin with a plaque from the board that acknowledged his dedication and excellent service to Eaglehead during the time he was here.
Budget Meeting Date— The November 8 meeting date for the first budget discussion with the board was agreed to by the Finance Committee. Eaglehead Barn was determined as the location of the meeting and 7:30 p.m. as the start time. Director Sheehan asked when the first draft of the budget would be ready prior to the meeting date. GM Edwards said he would have it ready by November 1 with distribution to the board on November 2.
Position Descriptions— Due to recent staffing changes, action by the board on the position descriptions had been tabled previously.
MOTION: Director Sheehan made a motion to approve the position descriptions as written with a review of the descriptions at the next fiscal year. Director Rogers seconded the motion.
VOTE: Directors Twillman, Frazier, Rogers and Sheehan voted in favor of the motion.
Conflict of Interest Policy for LLA Board— Directors Rogers and Sheehan each had prepared statements to be considered as the new policy. Director Rogers read her proposed policy (attached to minutes).
Director Twillman expressed concern that his original motion was a simple one and that now it was mushrooming into something more complicated and he asked why that was happening. Director Rogers said that there were a lot of questions and what ifs after the original motion was proposed and that the board was trying to address those questions and clarify the matter.
DPC Hembree said that discussing contracts in public, as director Rogers’ proposal recommended, could create more problems than it would correct. Director Frazier asked if the public discussion pertained only to the permission request to do business with the association. Director Rogers said that the proposal would require the details of the contract to also be made public at the close of bidding. Director Sheehan said his concern was addressing the sentiments expressed at the Oct. 4 meeting by members of the audience who said the general membership feels that people only serve on the board because of their own personal financial interests. He said that the possibility always exists for some one to take advantage of their position on the board. GM Edwards asked that if staff has a procurement procedure in place would that eliminate any concerns. Director Rogers said they were two different issues and that by discussing the contract in a public meeting it would be noted why the bid was the best received.
Director Sheehan read his proposed policy for the audience (attached to minutes). He explained that the comments about why people run for the board disturbed him greatly and that he thought the board needed to do a referendum on an ethic standard that is more restrictive. He suggested that the policy be submitted to the membership as a covenant vote. He also said that he was concerned that a restrictive policy would eliminate talent from the community who would be good for serving on the board. Director Frazier said that the board position is volunteer, not paid, and that in the end each board member is accountable to the membership. GM Edwards said that it is fairly common for the association to do business with member businesses.
Director Dinkelacker expressed concern that the board give itself more time to discuss and work on a proposed ethics policy. Resident and former board president John Snow asked what the LLA attorney’s comments were on the matter. Director Sheehan said that the HOA Act and the LLA by-laws both offer a standard but that neither would answer the issue at hand. Director Twillman said all he wanted to do was trip a red flag in the process and did not want it to become complicated. Resident and former board president Jim Reed said that he saw difficulties with trying to track some of the details in the other proposed policies and appreciated the simple intention of director Twillman’s original motion
GM Edwards ask whether setting a $5,000 limit on a sole source contract and a $10,000 limit on a general contract would answer the concerns. Director Frazier asked whether indirect benefits would have to be outlined in a proposed policy. Director Sheehan said that identifying the problem and creating the means for prevention of the problem should be the focus of the policy. DPC Hembree said that common sense judgment has to apply to the matter. Director Sheehan said that because of the community feeling that was expressed the board needs to prevent any appearance of conflict of interest and as a result would need a stricter code of ethics. Mr. Hembree said that though the board does not get sworn in, the association could require that new directors sign a form agreeing to an ethics standard. Mr. Snow said that if the situation were such that a board member is taking advantage and influencing other directors’ decisions, the board would need a mechanism so that when they see a problem arising it would have a vehicle to stop the problem before it becomes a problem. He said the board needed the means to deal with a “bad apple.”
Director Frazier said that the discussion on the matter kept referring back to a former problem and that a definition of the problem needed to be done. He expressed concern about how the policy would affect him because his family does do business with the association. He wanted to know if it was legal for the board to deny someone bidding on a project. Mr. Hembree said the board could not prohibit someone from bidding but could reject the bid. Mr. Frazier expressed concern about directors signing a disclosure form and if they forgot to include something what the impact would be. Mr. Hembree said that the board reliance on the GM to make certain contract decisions are solid and valid but that signing a pledge to uphold an ethics standard would strengthen the board’s ability to stop improprieties.
Mr. Snow suggested those who announce their candidacy for the board sign the disclosure form. Director Dinkelacker said that he was offended that people thought the only reason people serve on the board is for their own benefit. Resident John Adams said the problem could be solved by requiring any contract sought by a director, staff or family member to undergo a second review before being finalized.
Director Twillman said he wanted a simple policy that was black and white and that setting the contract limit at $10,000 would ensure that the impact upon the association would not be great. Director Rogers said the original motion did not go far enough. Mr. Twillman said he did not want it to be so restrictive that it would discourage people from wanting to serve on the board.
Director Dinkelacker said the board needed more time to work out a written policy. He asked that directors Rogers and Twillman work on another version of the policy. Director Sheehan asked that the policy look to the future and not just the past. GM Edwards asked if this policy should be a covenant change and get member approval. Director Sheehan said yes.
Director Frazier made a motion to accept the policy proposed by director Rogers with some amendments. Director Dinkelacker said the policy was too important to do it “on the fly” and asked that the motion be withdrawn. Director Frazier withdrew the motion. Director Dinkelacker asked that the proposed policy be submitted to the other directors prior to the next meeting.
Westwinds Covenant Amendment Update— LLA attorney Shelah Lynn had sent letters to Westwinds developer Tom Poss and a meeting was set for Tuesday, October 19 with the developer. Ms. Lynn was to do the agenda for the meeting. DPC Hembree said he thought the stop work order put on the construction in the village is what triggered the upcoming scheduled meeting. Director Sheehan asked whether the covenant amendment would be decided at that meeting. Mr. Hembree said it would be on the agenda and hoped that it would be resolved. He also said that the document captures and reflects the LLA documents and that the LLA will grant authority to the Westwinds ECC to conduct the village ECC guidelines and that the document to be discussed ties all things together. Director Sheehan asked if the Westwinds HOA could levy an assessment on the village residents. Mr. Hembree said yes and that the LLA staff would do the enforcement. Mr. Hembree also noted that LLA staff was working with the Eaglehead declarant (Land Stewards) to draft a document regarding Woodridge ECC guidelines so that if there are additional covenants and guidelines placed on that village that the LLA knows and agrees to such.
Director Twillman expressed concern that Mr. Poss would end up walking away from his responsibilities and that the LLA and the WW HOA would be left to meet the developer’s obligations. Mr. Hembree said that the Oct. 19 meeting will answer those questions and that if necessary the LLA could get a police order to stop the construction. Director Sheehan suggested that at the meeting Mr. Poss also be required to replant trees that were recently cut down without approval in the village. Director Twillman said that Ryan Homes was involved in the building on the #14 green. Mr. Hembree said the meeting with the attorneys would determine what could be done.
Watershed Protection Plan Update— DPC Hembree reported that the letter had been sent. Director Sheehan said the language of the letter was diplomatic. Mr. Hembree said that a public hearing on the plan would be held in the future.
Vandalism Update— GM Edwards said that he could not say much about the progress of the investigation but that there were some leads on the vehicle vandalism that recently occurred. He said he expected people to be questioned the next day. Director Frazier asked what type of charges would be filed. Mr. Edwards said destruction of property was the primary charge that would be filed. The GM also said that the sheriff’s office wants the construction gate to Woodridge locked daily because they are certain that is where the vandals entered the community and staged the actions that took place throughout the community. He said the sheriff’s office felt the construction entrance to the village was the site of many parties.
Holiday Party Ticket Prices— Director Dinkelacker brought up that the board felt the cost of the tickets was too high for the holiday party. Gina Black, an events committee member, said she had received some sponsorship monies that would help drop the price to some degree, and that her price would reflect no wine service with dinner. CRM Gurley said the price for the food alone per person was more than $47 and that she had concerns about dropping the price, considering other cost items that were a part of the event. After further discussion about the cost breakdown the board made the following motion:
MOTION: to grant the events committee up to $1500 more for its budget in order to get the ticket price down to $35.
VOTE: Directors Sheehan, Rogers, Twillman and Frazier voted in favor of approving the motion. None of the directors voted against the motion.
Tree Removal in Westwinds— the board was given copies of the letter that was sent to Mr. Poss and project manager Brian Lippy regarding the unauthorized tree clearing that occurred in the village.
Westwinds Transition of Development— the board was given copies of the letter sent to Mr. Poss regarding concerns about the transition of development and developer obligations.
Woodridge Lot 170200 Correspondence— the board was given copies of correspondence on matters related to this lot. No discussion.
Meadows Lot 090013 Correspondence— the board was given copies of
correspondence on matters related to this lot. No discussion.
Land Stewards manager John Clarke presented the site drawings for two small parcels in Aspen village. Originally 18 houses were planned for a section of Accipiter Drive that he believed created too much unnecessary damage to the area. He showed a site drawing that showed only nine lots for that area and different positioning for the homes on those sites, which he said was a better plan for the area. With regard to the “south Aspen triangle,” Mr. Clarke said the plan was to lessen the density for that area, which he said originally must have been a tower condo building. He said his company would soon be in discussion with the appropriate county agencies about the projects. Mr. Hembree asked whether any fill in or clearing would be done in those areas. Mr. Clarke said they would do what was necessary to get the driveways in and no more. Aspen resident Kathy Williams asked about other lots in Aspen and whether they would be held to the same ECC guidelines. Mr. Clarke said the other lots were not required to have the same building criteria but that he would come up with some standards and guidelines soon. Mr. Hembree reminded the audience and board that the presentation was pre-preliminary and was being shown just to keep people apprised of what the developer was considering. Mr. Clark said he would continue to bring back the drawings and discuss ideas as things progressed.
Director Frazier made a motion to adjourn the meeting. Director Rogers seconded the motion. The meeting adjourned at 9:20 p.m.