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Board Transitions: Control and Information

Board Transitions: Control and Information. Presenters Cathi Sleight and Ryan Harris. Overview. Transfer of Board Control Transfer of Association Records Resolutions and Minutes Parting Advice. Transfer of Board Control. Horror stories Election vs. Appointment

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Board Transitions: Control and Information

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  1. Board Transitions:Control and Information Presenters Cathi Sleight and Ryan Harris

  2. Overview • Transfer of Board Control • Transfer of Association Records • Resolutions and Minutes • Parting Advice

  3. Transfer of Board Control • Horror stories • Election vs. Appointment • Failure to obtain quorum at an annual meeting • Staggered Terms & Retaining Board Members • Frequently required by bylaws • Adopt a resolution identifying terms by letter or number • Voting Procedures • Different term lengths: which candidate gets which term? • “Majority” of quorum to elect board member • Orientation

  4. Transfer of Association Records • Horror stories • What is an association record? • Each board member should have the recorded documents • Record association bylaws • Transfer of documents from one management Company to another—what is transferred? • Transfer of attorney files

  5. Transfer of Association Records, Cont. • Document Storage Requirements in Oregon Statutes (ORS 94.670; ORS 100.480; 65.771) • Permanent Records of the Association • As-built plans; original specifications; plans for underground site services; all other plans relevant to future repair or maintenance • List of general contractor, heating and plumbing subcontractors • Insurance policies • Occupancy permits • Other government body permits issues within the year before turnover • Written warranties on common property • Roster of owner telephone numbers • Lease of the common property and, or to which the Association is a party • Employment, service, or other contracts to which the Association is a party • Meeting minutes--Board and Owner Meetings

  6. Transfer of Association Records, Cont. • Records to Keep for Six Year • Tax preparation documents • Records to Keep for Three Years • Written communication regarding general membership matters • Annual financial statements, and accountant’s reports • Records to Keep for One Year • Proxies and Ballots (from vote or recording) • Most recent annual report to Secretary of State • Current Records • “Appropriate” accounting records; • Records for Inspection: articles of incorporation, bylaws, and amendments in effect, resolutions affecting members; • List of names and business addresses of current directors and officers; • Other Recommended Records • Keep contracts for 10 years • Insurance policies for 10 years • Legal files for 10 years

  7. Resolutions and Minutes • Resolutions are the formal expression of the opinion or will of the Board • Resolutions vs. Rules and Regulations • Resolutions vs. Minutes • The means by which the Board takes formal action • No form or record keeping system mandated by law

  8. Parting Advice • Stagger director terms • Create and keep clean records • Let your membership know how to access your document • Keep a website • Association binder • Keep confidential information confidential • Personnel matters • Contracts under negotiation • Documents complied for executive session • Individual files of members • Any item that if disclosed would be a violation of the law • Communications with legal counsel • Community involvement

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