As many of you know, a number of homeowners have signed two petitions seeking Board action. The petitions were presented to the Board July 14, 2017.
One petition calls on the CPOA and CMD Boards to cease all activity in connection with the proposal for a community center, absent a "referendum". This petition does not require the scheduling of a meeting. Indeed, it is moot since all such activity has terminated.
The remaining petition seeks to effect two amendments to the bylaws of the CPOA (specific language provided below).
Petition to the CPOA Board
According to the CPOA bylaws section 11.1(a), the undersigned members hereby petition the CPOA board of directors to set the earliest reasonable date, time and place for a special membership meeting for the purpose of voting on the following two (2) amendments to the CPOA Bylaws:
Amendment 1: Limitation on Non-Routine Debt
That the CPOA Board of Directors must obtain approval of a majority of CPOA Members prior to incurring any debt, absent of an emergency, other than for routine operation and maintenance of the Cordillera community as approved in the annual budget.
Amendment 2: Limitation on Supporting CMD Debt for Capital Improvements
That the CPOA Board of Directors must obtain approval of a majority of CPOA Members prior to supporting the Cordillera Metro District's effort to incur any debt for capital improvements.
The Members Further Petition the CPOA Board of Directors to prepare and properly deliver ballots to each Member in advance of the Special Meeting so that a vote may be had at the Special Meeting.
The petition has a sufficient number of signatures to require the Board to call a special meeting for the purpose of permitting all property owners the opportunity to vote for or against the proposed amendments. The CPOA Board is required to set the time/date/place for this Special Meeting. The Board will set the time/date/place for the Special Meeting at the next Board meeting to be held August 3 at 1 p.m. When the Special Meeting occurs, each property owner will be given the opportunity to vote, in person or by proxy, on the proposed amendments. Passage of the amendments requires a majority vote of those actually voting, whether in person at the Special Meeting or by proxy.
The first amendment would require the CPOA Board to obtain the approval of a majority of all property owners to incur any debt, absent an emergency, other than for routine operation and maintenance activity which has been budgeted.
The second would impose the identical requirement as a condition of the CPOA supporting an action by the CMD to incur debt for capital improvements.
The CPOA Board will recommend a vote against the adoption of the amendments. Since there has been, and continues to be much discussion about these petitions we wanted to summarize now the reasons why we will recommend a vote against.
Both amendments are a prohibition of action by the Board since it is essentially impossible to secure the active vote of a majority of all homeowners. There has never been a majority of property owners favoring an outcome in a vote. The proposed amendments would require the CPOA to secure the favorable votes of 426 people, a number well in excess of most total votes and higher than the greatest number ever recorded.
Beyond being a de facto prohibition of the subject actions, both amendments have further flaws. The first suffers from a vagueness and lack of specificity such that any Board Member, present or future would likely be fearful and uncertain about taking a number of actions that would be deemed necessary for or beneficial to the community. Because of the uncertainty, Board actions could be subject to potential legal challenge on the basis of the amendments. The amendments are a barrier to acting on a variety of possible issues. A debt, legally, is more than a bank loan; or money owed; the term may include an obligation to pay in the future, or to perform an action in the future. One can envisage therefore a Board reluctant to renew the Gondola Club lease or to examine a remodel of the Athletic Center. Equally, future possible Board actions in relation to the Short Course lease, the Grouse on the Green or a shuttle service to ski may be precluded. In the same manner, the second amendment effectively prevents the CPOA from expressing important support for a necessary and compelling request by the CMD for debt. That kind of support has been important in the past to secure necessary capital improvements and services such a fire station.
Finally, we know that there will be unforeseen events or obstacles to progress. Whether they would be emergencies, within the meaning of the proposed amendment, may well be debatable and could weigh on the minds of responsible Board Members. Requiring a vote of property owners to react or act in such circumstances will not allow the community to function in an effective and timely manner.
Open houses will be held, Tuesday, August 8, 9 - 10 a.m. and Monday, August 14, 4 - 5 p.m. at the administration office at 408 Caterville Road to provide additional information on the CPOA's position on the proposed bylaw changes.