NOTE: If there is a vote called at this meeting, and you are not able to attend, be sure that you have a proxy form filled out to allow another to vote for your household.
A note just ahead of the meeting.
Please attend this meeting. It is very important that the community stays involved and participates in this process!
Seating is limited; there could be a large turnout for the meeting. Please consider only having one voting member attend from each household.
Parking is limited; if possible please consider drop-off, carpooling or using your golf cart.
Members can enter the building through the front door or the back doors by the dining room. Remember the Garden Terrace is under construction, so the main access path from the retail center parking lot to the Clubhouse is closed.
CCC staff will hand out Ballots prepared by the Board for a vote by the membership regarding member support of, or opposition to, the Board’s actions and proposed resolutions regarding the new Activity Center and the Golf Club. Only one vote per lot; please collect ONE ballot for your lot. If you hold proxies, you may use the same ballot for voting your proxy votes.
If you are sending in your proxy or have collected proxies, these must be turned in before 6:30 pm on January 28. To help us avoid delay of the meeting start, please turn your proxies in early on Monday or Tuesday morning with staff at the Clubhouse Office.
If you have proxy questions or want to revoke a proxy, there will be a proxy information table in the front lobby by the coatroom. Proxy holders with more than 5 proxies will be asked to sit in a certain area in the main hall.
FREQUENTLY ASKED QUESTIONS
WHAT’S HAPPENING AT THIS ASSOCIATION MEETING?
This “Special Meeting” is an extra Association meeting, which the Board has called as requested in a member petition. It’s an association meeting like any other except that the primary business of the meeting will be to address the issues raised in the petition; reports and other administrative items will be skipped. The meeting’s agenda will follow regular board meeting order but the only business will be:
- the four petition issues indicated in the special meeting notice;
- the board’s proposed resolutions to respond to those issues;
- comments, questions and discussion by members about issues and brief board response; and
- A vote by written ballot to support or oppose the board’s actions and continued efforts related to the new activities building and the golf course, as indicated in the ballot language.
WHO RUNS THE MEETING?
Like any other meeting the Board President will open the meeting, introduce the directors, and share some meeting procedures. Because of the importance of the issues and the petition’s demands, the President will introduce one of the Association’s attorneys to facilitate the meeting.
CAN WE HAVE THE BOARD’S ANSWERS TO THE PETITION ISSUES BEFORE THE MEETING?
The Board is finalizing their proposed resolutions tomorrow. Copies of the proposed resolutions will be made available at the meeting. The resolutions responding to the petition will be presented at the Special Meeting. Board resolutions are voted on during Board meetings, not Association meetings, so the Board will not vote to adopt the Resolutions until the February Board Meeting, after they have listened to the community at this Special Meeting.
PETITION’S DEMAND FOR VOTES TO OVERRULE THE BOARD: IS THIS HAPPENING?
The petition called for votes on each of the four issues if the Board refused to act as demanded in the petition. The votes appear to be intended to overrule the Board if petitioners deem it necessary. The Association’s attorney explained at the December Board Meeting that only decisions that are the members’ to properly make may be voted on at an Association meeting by members. There are a finite number of decisions that must come to the Association for a vote; the Board makes most decisions as it works on behalf of the members to conduct the Association’s business.
The bulk of decision-making power for a homeowners Association is delegated to the Board by the governing documents and the Planned Community Act. Neither the Oregon Planned Community Act nor Charbonneau’s CCRs provide for the community to vote to overrule Board decisions. That is not how the process works. Removal of Directors and Elections of Directors by the members is the method of changing the course of the Board. The Association’s counsel has advised that Bylaws Article IV, Section 8, which is cited repeatedly in the petition, covers how decisions duly before the membership can be decided: by a majority of the voting rights present or by proxy at an association meeting with a quorum. Neither votes to overrule the Board nor votes to effectively amend the governing documents at this meeting would be legally effective.
IS THERE GOING TO BE A VOTE TO AMEND THE GOVERNING DOCUMENTS?
No, there will not be a vote to amend the CCRs or bylaws at this special meeting. An amendment to the bylaws must be proposed by the board with two-thirds’ approval of the directors. An amendment to the CCRs must be proposed to the membership by a decision of the board or by 30% of the voting rights of the Association. Once proposed, the notice of a meeting (or vote by mail-in ballot) must include the specifics of the proposed amendment. Bylaws amendments need two-thirds approval of members present in person or by proxy at an association meeting with a quorum. CCRs amendment require approval of 75% of the voting rights of the association.
Kathy Harp, CCC President
Attn: Charbonneau Residents
From: Jim Meierotto, CCC General Manager
You will be receiving a special meeting notice (below) in the mail, but we also wanted to email the notice to ensure everyone has multiple ways to access it. I would also like to personally thank the Board of Directors and residents who volunteered to come in during this holiday season to help label and stuff envelopes. This notice required the Country Club to US mail a notice to every resident in Charbonneau, which comes with a high cost and added labor to complete a mailing of this size. I am always amazed and grateful for the generosity and helpfulness of Charbonneau residents.
Charbonneau Country Club
CHARBONNEAU COUNTRY CLUB
NOTICE OF SPECIAL MEETING OF THE ASSOCIATION
JANUARY 28, 2020 at 6:30 pm
CHARBONNEAU CLUBHOUSE DINING ROOM
Dear Fellow Residents:
On November 22, 2019, a petition signed by residents representing less than 100 Charbonneau voting members was delivered anonymously to the Charbonneau Country Club (CCC) Oﬃces and also mailed to the CCC President. A full copy of the petition has been posted to the CCC website. The Board believes the petition contains some factual errors and that the demands in the petition for membership votes at the meeting to override the Board create procedural issues, which the Board will address at the meeting.
The petition requests the Board call a special meeting of residents to make changes by acquiescing to the petitioners’ four stated demands.
The petition was delivered without identifying a contact person for whoever authored the petition; so the Board has no petitioner spokesperson with whom we can coordinate.
In keeping with our governing documents, the Oregon Planned Community Act, and the advice of the association’s legal counsel, we have scheduled a Special Meeting to address the petition’s four purposes for calling a Special Meeting, summarized as follows:
- A demand that the Board provide transparency on feasibility studies, financial impacts, market analysis and contracts, specifically regarding the golf course transaction under negotiation and the Annex development and financing under consideration.
- A demand that the Board agree to a membership vote of all members prior to Board action requiring financial commitment exceeding $1,000,000
- A demand that the Board agree to create a committee and facilitate accomplishment of amendments and/or completely redraft the CC&R’s along with complimentary and corollary amendments to the bylaws, and rules and regulations.
- A demand that the Board stop annual increases to HOA dues above the Consumer Price Index without a vote of the members.
This special meeting is scheduled for January 28, 2020 at 6:30PM in our CCC Dining Room.
Charbonneau Country Club Board of Directors