Hidden Harbor

Minutes of the Organizational Meeting of the
Hidden Harbor Board of Directors
Held on February 28, 2013, in the onsite clubhouse



Call to Order:  
Richard Kleinhans called the meeting to order at 6:00 p.m.   Vice President Bill Allen, Treasurer/Secretary Sam Bovalino, Richard Marquis, Bob Philbrook, Mary Dillon and Butch Vangraafeiland were also in attendance. Directors Frank Carotenuto and Ken Lewis were not able to attend.  Kathy Watts represented Dragon Property Management. With a quorum of Board members established, the meeting continued.  

Approval of Minutes from January 23, 2013:
Butch Vangraafeiland made a motion to approve the January 23, 2013 Board Meeting minutes.  Bill Allen seconded the motion and the motion passed by unanimous voice vote.

Rules for Conduct of Meetings:
Meetings of the Board of Administration at which a quorum of broad members are present shall be open to all recorded unit owners.  The right to attend such meetings includes the right to speak at such meetings with reference to all designated agenda items.  Agenda item can only be submitted by members of the board of administration.

There is one exception to this rule.  If 20% of the voting interest petitions the board to address an item of business the board shall, at the next regular board meeting or at a special meeting of the board but not later than 60 days after receipt of the petition, place the item on the agenda.

In the interest of fairness the board of administration has established reasonable rules governing the timing, frequency and duration of unit owners’ presentations on agenda items. When a unit owner wants to make a presentation they notify the person conducting the meeting by raising their hand.  The person conducting the meeting will notify the unit owner when they can make their presentation.  At that time the unit owner will stand give their name and unit number before the presentation is made.

Before each agenda item all unit owners will be allowed to speak for three minutes on the agenda item that will be next be covered by the board (only one unit owner may speak for the voting interest of a unit).  Any questions raised by the unit owner will be answered in board deliberation of the agenda item.

The board members are the only individuals that may speak during the deliberation of the agenda items unless a member of the board asks a question of a unit owner.  That question may only be answered by the unit owner. 

These procedures will be followed for all items on the agenda.

After all agenda items have been handled by the board of administration the meeting will be adjourned.

The floor will again be open to members.  Each voting interest may present a three minute speech on anything of interest or concern relative to Hidden Harbor.

During this period any board of administration member may ask for any item presented by unit owners that was not included in the agenda may be handled on an emergency basis. An affirmative vote of six members of the board will allow the issue to be considered on an emergency basis.  The results of such action shall be noticed and ratified at the next board of administration meeting.

Financials Report:
Treasurer Sam Bovalino reported that as of January 31, 2013, the Association account balances were Operating:  $9,924.78 and Reserves:  $252,076.15.  Sam stated we just received the 2012 Review from the CPA and we’re in good financial shape.

Unfinished Business:

New Business:
Rules related to inquiries:  Richard discussed the Rules for Inquiries that we received from our attorney.  Bill Allen made a motion to adopt the handling of written inquiries made pursuant to section 718.112(2)(a)(2) of the Florida Statute.  Mary Dillon seconded the motion and the motion passed by unanimous voice vote.  A copy of the rules will be sent to all owners with the next newsletter and states:

1. A member may submit no more than one (1) inquiry per thirty (30) day period.  For purposes of this rule “member” shall refer collectively to all co-owners of a unit in the condominium, or a person duly authorized in writing to act on behalf of and in place of the member. The sufficiency of any such written authorization first shall be determined by the Board, prior to responding to any inquiry.

2. The Association shall not be obligated to respond to any inquiry unless same is typed or legibly printed, dated and signed by the unit’s voting member, and sent via certified mail, return receipt requested, to the Association in care of its property manager, or if none, its president. An inquiry must ask one or more questions, or no response shall be required.
3. If more than one inquiry is received from a member in any thirty (30) day period, any additional inquiry or inquiries shall be responded to in a subsequent consecutive 30-day period, or periods, as applicable.

4. For purposes of determining the number of inquiries received, each question posed, including parts and sub-parts of questions posed in a single inquiry, shall be deemed additional inquiries to the extent that they exceed a total of five (5) questions in a single inquiry. Such additional inquiry or inquiries shall be responded to in one or more subsequent consecutive 30-day period, or periods, as applicable.

5. The number of inquiries to be responded to shall further be limited by requiring no more than two type-written single-spaced 8.5 inch by 11 inch pages containing substantive information in a narrative form responsive to the inquiry(s). Inquiries shall be answered in the order received. If additional pages are needed to respond to inquiries, such inquiries shall be treated as additional inquiries. Such additional inquiry or inquiries shall be responded to in one or more consecutive subsequent 30-day period, or periods, as applicable.

6. Except to the extent permitted by law or court order, no member in litigation may use written inquiries in lieu of or in addition to discovery procedures established by court rule in the litigation. If, in the sole judgment of the Association’s legal counsel, an inquiry is or may be calculated to lead to discoverable evidence in any litigation, the response to the inquiry shall so state, and this shall be deemed to be a substantive response to the inquiry.

7. No inquiry shall be used in lieu of a request to inspect records. If the answer to an inquiry may be readily determined by reference to one or more official records, including but not limited to the Association’s minutes, it shall be an appropriate substantive response to invite the member to inspect the official records.

8. No inquiry shall be substantially duplicative of a prior request to inspect records that have been inspected within the past sixty (60) days.

9. No inquiry shall be substantially duplicative of a prior inquiry that has been answered within the past ninety (90) days.

10. No inquiry shall be made solely or primarily for the purpose of harassment. No inquiry may have the effect of materially harassing any other person.

11. No inquiry shall seek information subject to a legal privilege or which is information that by law is violative of the legal privacy rights of any person.

12. No inquiry may seek the mental impressions of a person not an officer, director or agent of the Association at the time the Association becomes obligated to respond to the inquiry.

13. No inquiry may seek information from an officer, director or agent of the Association that is primarily personal in nature and not directly related to their position or actions as an officer, director or agent of the Association.

14. Inquiries that violate any of the foregoing rules shall be deemed a nullity and it shall be an appropriate substantive response to indicate the rule violated and the factual basis for deeming the inquiry to be a violation.

15. The Association shall have the right to institute appropriate legal proceedings to enforce these rules. Recovery of attorney’s fees and costs shall be governed by applicable law.

16. If an inquiry refers or relates, in whole or in part, to any document or portion thereof, or to any statement previously made or alleged to have been made by any person, as part of the inquiry the inquiring member shall be obligated to supply the Association with a complete copy of the document, highlighting the portion or portions relevant to the inquiry and shall produce all quotations verbatim, identifying the maker of the statement and the date, time and place on which it was made. Inquiries lacking this information shall be deemed a nullity.

17. No inquiry shall ask purely hypothetical or speculative questions that call for the answering party to state what would or could have happened if facts or circumstances not then actually known or available to the actor(s) had been available and known.

18. No inquiry shall be deemed to have been properly delivered as required by law unless the inquiry recites on its face a statement that it is being sent via certified mail, return receipt requested, and also lists thereon the complete United States Postal Service certified mail receipt number.

19. If the member making the inquiry (or if the facts and circumstances indicate that the inquiry is being made for another, the member on whose behalf the inquiry is being made) shall have an unpaid outstanding financial obligation to the Association, the Association shall be under no obligation to provide answers to any inquiry for which the Association incurs any expenses in determining or providing the answers. In the event that an outstanding financial obligation exits, the Association shall prepare two responses to the inquiry. The first shall contain a substantive response to the inquiry. The second shall advise the member that a substantive response has been prepared and will be provided upon payment of the outstanding indebtedness, which shall be itemized with particularity. The original of the substantive response and a copy of the second response shall be delivered by the Association to its legal counsel to be held in escrow until the outstanding financial obligation shall have been paid in full, at which time the substantive response shall promptly be delivered to the member, provided however, that this rule shall not apply to inquires directly related to the manner of calculation, adoption and collection of the unpaid financial obligation.

20. No inquiry shall be a substitute for a petition to consider an issue at a meeting of the Board, and there Board shall have no obligation to consider any matter raised by an inquiry request at a meeting of the Board unless it is the subject of a petition duly executed by twenty percent of the voting interests.

Next Board Meeting:  The next scheduled Board meeting will be Thursday, March 21, 2013 at 6:00 p.m.

Adjournment:
With no further business to discuss, Sam Bovalino made a motion to adjourn the meeting at 6:20 p.m.  Butch Vangraafeiland seconded the motion and it passed by unanimous voice vote.

Respectfully submitted,

Kathy Watts
Kathy Watts, CMCA, LCAM 
Dragon Property Management
Board of Directors, Hidden Harbor Owners Association, Inc