[VCHPOA Agenda] Special Meeting Minutes, August 5, 2005

[Agenda at vchpoa.org]

[As received from VCHPOA Secretary, 8/10/05]


Virginia City Highlands Property Owner's Association
Monthly Meeting Minutes
 Special Meeting August 5, 2005


PRESENT: Musser, Thomas and Beckerman.
1.	CALL TO ORDER AND APPROVE MEETING AGENDA
    A quorum being present, President Musser called a special meeting of the 
    VCHPOA Board of Directors to order at 6:02 P.M., at the Virginia City 
    Highlands Firehouse.  A motion by Musser, seconded by Thomas, the amended 
    agenda was unanimously approved.

2.	DISCUSSION OF AN ASSOCIATION'S MEMBER'S FORMAL COMPLAINT REGARDING 
UNDISCLOSED POTENTIAL CONFLICT OF INTEREST. 
    Copies of the letter were available to attendee's. The association 
    member's identity is to be kept anonymous as allowed by the by-laws and 
    NRS 116.  Thomas read NRS 116.31034 (5) and fully explained the 
    ramifications. Per the letter, "Mr. Alt failed to disclose that he is a 
    licensed contractor and has built and sold a number of homes located in 
    the 1-acre section".  Thomas explained the different options available to 
    the Board:
a)  Ignore the issue (in contradiction of the Board's fiduciary 
    responsibility).
b)  Hold a new election for the director position in question if the 
    nominee who failed to disclose the potential conflict of interest wishes 
    to do so and is willing to pay for the cost of the Association 
    administrating the second election.
c)  Replace the elected nominee who failed to disclose the potential 
    conflict of interest with the candidate who received the next most votes 
    or have the Board appoint any Association member it chooses to fill the 
    vacant Director position.
    Each Board member spoke on the issue, all verifying that Mr. Alt had the 
    opportunity to disclose.

3.	COMMENTS BY ASSOCIATION MEMBERS & DISCUSSION   
    Past presidents of the VCHPOA spoke on this issue; opinions were of 
    accord that "a reasonable person" would have expectations of the 
    opportunity to know of Mr. Alt's business.  Association members also 
    spoke in favor of keeping Mr. Alt on the Board, in regards to how many 
    votes he drew and how much his buildings have added to the community.  
    Thomas tried to get the point across that this is not personal issue, it 
    is about following the guidelines provided by the homeowners association 
    and Nevada State laws.  Joel Smith suggested that a current Board member 
    continue until a resolution is found.  Thomas asked a family member to 
    contact Mr. Alt and asked if he is willing to follow suggestion 2b.  
    Stacey Sipaila, Mr. Alt's daughter, agreed to call him and see if she can 
    get a fax number for a letter of intent.  The open position created by 
    Musser's departure could have gone to Jeni Temen, she has declined (after 
    viewing the animosity towards the current Board) and the position will 
    then go to the next in line, Robert Fielding.  
	
    Motion by Thomas to accept the formal complaint and that the complaint is 
    valid, Beckerman seconded this motion, and the vote was unanimous.  
    Motion by Thomas in regards to maintaining a quorum, the Board shall 
    appoint the person who got the next highest vote, if there is to be a new 
    election, the field will open for nominations for that position.  
    Beckerman seconded this motion and the vote was unanimous.  On a motion 
    by Musser, seconded by Beckerman, and unanimously approved, the meeting 
    was adjourned at 7:10 P.M.
    Immediately following the meeting an Executive Session was held regarding 
    an Architectural guideline violation.

Respectfully submitted by:
Sheri Beckerman, Secretary 	    				Attachments: Formal letter of 
complaint