Lake Linganore
Association, Inc.
November 15,
2004
The meeting was called to order at 7 p.m. at the Eaglehead Barn, located off of Rt. 144.
Board members present were: Bill DiLoreta, Alan Dinkelacker, Lisa Rogers, Grant Sheehan, Andrew Twillman.
Absent were: Brandon Frazier.
Staff in attendance was: IGM Clay Edwards; CRM Joy Gurley.
The minutes of the November 1, 2004 meeting were approved with the following corrections:
Page 2 of 8- Under Friends of the Lake Committee- fifth sentence, change the word musket to “muskie”.
Page 5 of 8- Under LLA Covenant Update- first sentence should read: •Signs- at this time the restriction on signs is…
Page 7 of 8- Under Alspaugh Property Designation Map- second paragraph, the word zone should be “zoned”.
Project manager Jim DiMeglio said that work on razing the old barn on the Woodridge Parcel C was to begin on November 22 and that grading the area would follow. He said that the streets in Woodridge were recently flushed to keep the dust down. He also noted that he was still working on the tree/drainage study in Woodridge but that he felt fairly certain that the tree would have to be removed in order to solve the drainage problem.
Mr. DiMeglio presented a preliminary drawing of the site plan for covering the Lake Marian weir wall. He said a copy of the drawing would be left at the LLA office for anyone to see. He said a landscaper had developed the plan and that a few options were being considered for the face of the metal wall. He noted that Maryland Department of the Environment (MDE) was generally in favor of the plan but did have a few concerns and that he was to meet again with the department on November 16, with the hope that the project can start by the end of the year though it seems more likely that start date will be in March.
Trailblazers Committee co-chair Cathy Reed suggested that plantings for the site be of the kind that will not attract deer. She also wanted to know who would maintain the area and the plantings. Director Sheehan asked GM Edwards how he felt about adding the responsibility to staff. Mr. Edwards said he would reserve judgment until MDE completed its review of the site and proposed plantings. Director Sheehan asked about the appearance of the back of the wall. Mr. DiMeglio said that most likely a vine would be planted to cover the structure and fill in the back of the wall, noting that it would take several years for the fullness of the vine to take effect.
Director Sheehan asked whether the Friends of the Lake (FoL) Committee and others could still provide input on the project. Mr. DiMeglio said yes. FoL member Diane Shuey reminded Mr. DiMeglio about the virtues of using native plants for the project, because they require less maintenance and survive extreme weather conditions better. The board asked staff to notify village committee co-chairpersons that the drawings would be available for review at the LLA office.
Conflict of Interest Policy—
MOTION: Director Twillman read his original motion for a conflict of interest policy that no board member could bid on a contract with the LLA above $10,000. Director DiLoreta seconded the motion. DISCUSSION: Director DiLoreta said he agreed with the motion but suggested removing the $10,000 condition of the motion. He said he felt it would the onus on the directors to keep things above board. Director Rogers said she wanted to do something that would stop a problem before it become a problem but also one that did not stop a legitimate dealing or benefit for the LLA. Director Twillman withdrew his motion.
MOTION: Director Sheehan made a motion as follows:
Resolution to Amend LLA Bylaws
LLA BoD Conflict of Interest Policy
Whereas members of the Lake Linganore Association (LLA) board of directors and other LLA members have requested that the board pass a resolution to deter board member conflict of interest and appearance of conflict of interest, and
Whereas various proposed and debated resolutions proved unsatisfactory in light of their potential to prevent service on the board by highly qualified candidates who have or may eventually have legitimate business dealings with, and to the benefit of, the LLA, and
Whereas current HOA Act and LLA provisions require board member disclosure of potential conflict of interest but are somewhat general in detailing the process of disclosure,
Be It Resolved That:
“Any candidate for Lake Linganore Association (LLA) board of directors who has any business dealings with the LLA or the Eaglehead declarant or the Lake Linganore property developer must reveal to the LLA board of directors in writing- to be made public knowledge- the full nature of such dealings prior to election or appointment. Any sitting member of the board of directors who intends any business dealings as defined above after becoming such member, must make the same disclosure prior to commencing such business dealings. Further, prior to such member initiating such business dealings, the board members who are not participants in the disclosure dealings must discuss and, by majority vote, decide in public forum whether the subject dealings are or are not a “profit of private interests” envisioned by Article 14 of the LLA Articles of Incorporation and, if decided to be such, subsequently consider the Board of Director removal action authorized by LLA Bylaws, Article III, Section 3 (d).” Director Rogers seconded the motion.
DISCUSSION: Director DiLoreta said that he was concerned about how the policy would impact the developer Land Stewards and his own position because he both an employee of the developer and an LLA director. Director Sheehan said that directors would have to make a general statement as to the nature of their business with the LLA, which could be raised at a meeting or in written form to the board and that he did not believe Land Stewards or Mr. DiLoreta were in any kind of conflict. Director Sheehan said that each director would have to recuse himself from voting if the matter being discussed benefits the individual director. Director Dinkelacker noted that has been the usual practice of the directors.
VOTE: all five directors (Pres. Dinkelacker, Rogers, DiLoreta, Sheehan, Twillman) voted in favor of the motion; none of the directors voted against the motion.
Director Sheehan also asked that this bylaw change be included in the upcoming workshops, etc. related to proposed covenant changes. He also asked that staff provide to the media the specific language of the motion.
Westwinds Covenant Amendment Update— GM Edwards briefly reviewed the email response from Millennium Development regarding the LLA’s cancellation of the November meeting with the developer and lawyers. He said he forwarded the email to LLA attorney Shelah Lynn, who suggested that she follow through with making the changes agreed to on the first 16 pages of the document. GM Edwards said that he disagreed and thought all the changes should be done at the same time. Westwinds Village Committee chairperson Carol Thames said she felt it was important to go through the document with Millennium step by step. Director Twillman expressed concern that Westwinds residents were getting caught in the middle of this matter with the developer. Westwinds ECC member Doris Teti said she thought the face-to-face meeting and review was working and that it was important to complete it because it would serve as a model for other villages in the future. Director DiLoreta suggested that the LLA have a third party sit down with LLA staff and Millennium to review the document.
MOTION: Director Sheehan made a motion to have staff advise Millennium Development that a representative of the board of directors and the general manager would review the document with the developer attorney and identify areas of disagreement in the document in order to come to a final draft of the document. Director Twillman seconded the motion.
VOTE: four of the directors (Rogers, Sheehan, DiLoreta, Twillman) voted for the motion; none of the directors voted against the motion. Director Twillman suggested that GM Edwards invite Westwinds resident and WW HOA board member Christie Sherwood to the meetings.
Alspaugh Trail Deed— GM Edwards said that the research on the trail on the Alspaugh property showed that it actually did belong to the association so no further action would need to be taken by the board.
BoD Candidate Submission— the board received only one resume for the open board position. Duane Schestag, president of Hillis Carnes operations, submitted a letter of intention and a resume for the board’s consideration.
MOTION: Director Rogers made a motion to set aside the resume at this time and allow the position to remain open until the May board election. Director Twillman seconded the motion.
DISCUSSION: Director Twillman said that it would be nice to have another hand on the board at this time. Director Sheehan noted concerns regarding tie votes. Director Twillman said the resume submitted had a “little bit of baggage” but felt that Mr. Schestag’s background would be very helpful to the LLA. Director Sheehan asked if anyone in the audience wanted to speak to the board about Mr. Schestag’s candidacy. Ed Duafala, Meadows Village Committee chairperson, said he knew Mr. Schestag professionally and personally and felt he was of the utmost integrity and would not do anything contradictory to the spirit of the conflict of interest policy. Director DiLoreta noted that Mr. Schestag does on occasion do work for Eaglehead declarant Land Stewards and is a tenant in a building owned by Land Stewards. GM Edwards said that Mr. Schestag had done work for the LLA in the past but more than often offered free advice to the association when asked. Larry Dusold, Meadows resident and LLCS secretary, said that he knows Mr. Schestag and has no concern that Mr. Schestag can keep his professional and board life separate. Director Rogers withdrew the motion.
MOTION: Director Twillman made a motion to approve the appointment of Duane Schestag to fill the vacancy left by the resignation of Brian Kopec. Director DiLoreta seconded the motion.
VOTE: four of the directors (Twillman, DiLoreta, Rogers, Sheehan) voted in favor of the motion; none of the directors voted against the motion.
2005 BoD Meeting Calendar— the board scheduled its 2005 meeting calendar as follows: January 17; February 7 & 21; March 7 & 21; April 4 & 18; May 2; June 6 & 20; July 18; August 15; September 6 & 19; October 3 & 17; November 7 & 21; and, Dec. 5. The annual meeting was scheduled for Saturday, May 14.
DNR Wildfire Presentation- a special presentation will be made by DNR foresters to Eaglehead residents of Pinehurst village on Dec. 4. The presentation is sponsored by the DNR’s Forestry Service Dept.
Twin Barns Report— GM Edwards said that after the last board meeting he had met with the owners of the property and that the meeting went well but that some details still needed to be worked out. Director Twillman asked if there would be any costs involved. GM Edwards said that he would know in the near future.
Audubon Terrace North Easement— GM Edwards reported that the easement process had been completed.
Covenant Compilation Book Update— the board was given for future discussion and approval a “redlined” copy of the LLA attorney’s review of the covenant booklet. Director Sheehan asked about the nature of the changes and was assured that the only changes were typographical errors and that some language was added to make it clear that the booklet is a compilation of the recorded documents and does not present itself as the recorded documents and that the booklet is published for the convenience of the LLA members.
RESIDENT FORUM
• Dan Burke asked whether Woodridge lot #146 had been given approval to remove trees. GM Edwards said there are many reasons for the significant clearing on small lots and that the LLA could require a numerous replanting of trees, etc to compensate for the clearing. Director Sheehan asked for a report at the next meeting. He said that everyone has been given documents about the rules of tree clearing. GM Edwards said that word is spreading among builders, developers, etc. about the proper procedure for tree clearing. The board did ask the GM to discuss with LLA attorney about what can be done regarding non-compliance to a stop work order.
• Carol Thames explained to the board a fundraiser for the New Market Volunteer Fire Department and encouraged everyone to consider participating and suggested that an article appear in LakeTalk. CRM Gurley said that an article had been published previously in LakeTalk and would be again about this particular fundraiser. In addition she pointed out other LLA activities being done with the fire hall in December to help the fundraising effort.
ADJOURNMENT
Director Sheehan made a motion to adjourn the meeting. Director DiLoreta seconded the motion. The meeting was adjourned at 8:28 p.m.
Respectfully submitted,
Clay Edwards Andrew Twillman
LLA Interim General Manager LLA
Secretary