Directors: Tabatha Curtis, Susan Frank, Dan Prezell, Gina Rundall
Treasurer: Fred Aichele
Secretary: Marilee C.C. Wald
Commissioners: Bruce Brodzik
Members Present: 20
MEETING CALLED TO ORDER
The meeting was called to order at 7:00 PM at Countryside Fire Station #1, 801 S. Midlothian Road, Mundelein, Illinois 60060 by President, Dan Prezell.
WELCOME AND INTRODUCTIONS
Dan Prezell welcomed the members and introduced the board members and officers.
DISCUSS PROPOSED BY-LAWS
Dan Prezell gave background information of the history of the current by-laws and the lengthy process of revision.
Dan Prezell reported that the WSP Board members worked closely with Ken Krasinski and Fred Aichele to update and revise the by-laws that govern the WSPC. Revisions included consulting with a legal firm contracted by WSPC for legal review as West Shore Park must become compliant with the changes in Illinois State Law. Revising the documents to become compliant with the new Illinois State Law will ensure that the West Shore Park Corporation is operating legally and that the rights of the association and its homeowners’ are fully protected.
Some items the Board has worked on have included:
- Bringing the current By-Laws, Covenants and Rules and Regulations current and compliant with Illinois State Law.
- Clarifying procedure in assessment collections.
- Rewrite Rules & Regulations pertaining to new construction.
- Complete West Shore Park Handbook for Directors.
- Extensive research to properly record the Amended and Restated By-Laws.
A Special-Call meeting was held on October 24, 2011 to address questions and concerns raised by homeowners after the distribution of the Restated Governing Declaration. The board met with homeowners and polled residents and began the lengthy process of revision, resulting in the current document. The goal of the board is to develop a legal, correct governing document.
The final revision of the proposed West Shore Park Corporation Amended And Restated By-Laws has been distributed to all members. Questions and concerns were asked to be submitted in writing (via email or regular mail) for review at this special call meeting.
REVIEW SUBMITTED QUESTIONS
Dan Prezell presented questions and concerns about the proposed by-laws as presented by the membership.
- In Article I, Section 3D, page 2, is there limitations if WSP borrows money?
Yes. Refer to Article IX, Section 4D, page 11, “the Board must not subject the Corporation to any liability until an assessment or other means of financing the action is also similarly approved by two-thirds vote of the Membership eligible to vote.”
- In Article I, Section 3, lists roads as one of the maintenance objectives. Since the roads have been turned over to another governing body, can the roads be deleted from this paragraph?
No, because this Section is taken from the “Articles of Incorporation” and cannot be changed unless the Corporation is dissolved. In addition, WSP owns “roads” such as Woodbine and access paths to beaches.
- Article IV, Section 11b, page 6, “to consider information regarding the appointment, employment or dismissal of an employee;” we are not aware or any employees at this time. Is the Board considering the appointment and employment of people in the future?
WSP has no employees and at the current time has no plans to hire any. The reference to handling employee action confidentially is standard language.
- Article VIII, Section 1A, page 8, this section seems to hint at turning the management of the Corporation over to a management company. Is this part of the current thinking?
No. The Corporation could hire an outside accounting firm for example, but the by-laws do not allow turning over management of the Corporation to a management company as specified in Article III, Section 1 & Article IV, Section 1.
- Article IX, Section 1: “A quorum of 20% of the Membership is eligible to vote, present in person or by proxy, is required for the transaction of business at an annual or special call Member meeting.” Does this mean that only 20% of the members are needed to pass budgets and motions?
20% quorum may ONLY approve minutes, elect directors and adjourn a meeting at the annual or special call meeting.
The last four annual meetings – total membership in attendance (not proxies) was as follows:
2014 39/188 21% of membership
2013 37/190 19% of membership
2012 45/190 24% of membership
2011 32/190 17% of membership
It is the job of the board members, not the membership, to set the budget. The budget is presented to the membership for approval only.
- Article IX, Section 3, D of the 50% of the membership needed and the in excess of 115% annual budget. Please clarify this. How does the 115% play into the 50% of the membership?
A vote from more than 50% of the membership MAY reject an annual budget for the current fiscal year IF the budget presented is in excess of 115% of the annual budget from the previous year.
The vote must be from the eligible membership and can be in person, by proxy.
There is 1 vote per property. Membership is determined by the current owner of record.
The proposed budget can be rejected.
The proposed budget must be published at least 30 days prior to the annual meeting.
This article refers only to the proposed budget and not a capital expense.
- Article I, Section 3, A. “…Corporation real estate, which cannot be leased, sold, or otherwise disposed of unless approved in writing by all of the Membership eligible to vote.” Does this mean 100% of all members must agree in writing?
Yes. All 188 Members in good standing must agree to the lease, sale or disposal in writing. This clause was specifically designed to make the lease, sale or disposal of WSP property near impossible.
- Article 1m Section 3 “….West Shore Park Corporation, Diamond Lake, Illinois….” Is this a typo? Don’t we live in Mundelein?
“Diamond Lake” is the legal description in the Articles of Corporation.
SUMMARIZE AND REVIEW NEXT STEPS
- The website will have the adopted version of the Amended and Restated By-Laws and the Directors’ Handbook.
- Board members will contact all members with a ballot to vote to accept or reject the Amended and Restated By-Laws.
- The Amended and Restated By-Laws will be properly recorded with the Lake County Recorder.
Susan Frank moved that the meeting be adjourned. The motion was seconded by Tabatha Curtis and unanimously approved. The meeting was adjourned at 7:56 pm.
Marilee C.C. Wald, Secretary