May/June is the time of year when we typically hold our annual meeting and elect our board of directors for the next fiscal year. The one year term begins July 1st. We will probably be conducting business electronically this year again (sorry friends!) but the process is the same. We thought it would be a good idea to go over just how the election is conducted, as well as provide a summary of the duties of each role on the Board.
Nominations – If you want to stand for election, it is as easy as letting the Secretary (Ira Brock) know. Nominations can be accepted right up to the cut-off date, which will be as close as possible to the meeting day (or voting day if held electronically). If you want to nominate someone else, please gauge their willingness to serve before hand. Nominations due to the Board by June 10 2022.
Cumulative Voting – The St. Mary’s Declarations of Covenants calls for a voting method you may not be familiar with – Cumulative Voting. Boiled down, each “lot” gets five (5) votes to spread over all the nominated candidates as you see fit – place all five votes on one person, give three to one and two to another, or some combination thereof. Of course you can always just cast one vote each for your top five candidates. At the end of the election, the five candidates with the most votes will serve their one year term starting in June.
Notice I used the term “lot” – if multiple people have an ownership interest in a single lot you need to collectively determine how you are going to vote your five votes for your lot. For example, a husband and wife who own a lot together need to figure out how to vote their five votes for their lot, they don’t get ten votes. If you happened to own two lots in the neighborhood then you would get ten votes to allocate to the candidates.
Duties – The community does not vote for a candidate to fill a specific role. Once the new Board is elected the five members decided among themselves who will fill what role: President, Vice-President, Treasurer, Secretary, and ARB Chair. Here is a brief reminder of each role:
President. The president shall: (i) see that orders and resolutions of the Board of Directors are carried out; (ii) sign all leases, mortgages, deeds and other written instruments on behalf of the Association; and (iii) sign on behalf of the Association all promissory notes. In addition, the president shall exercise and discharge such other duties as may be required of him by the Board of Directors and shall have all the rights and duties of a president of a nonstock corporation under the Virginia Nonstock Corporation Act.
Vice President. The vice president shall act in the place and stead of the president upon the president’s absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board of Directors.
Treasurer. The treasurer shall cause the following to occur: (i) receive and deposit in appropriate bank accounts all monies of the Association; (ii) disburse funds of the Association as directed by resolution of the Board of Directors; (iii) sign all checks of the Association; (iv) keep proper books of account; (v) if required by the Board of Directors, cause an annual audit of the Association books to be made by a certified public accountant at the completion of each fiscal year; and (vi) prepare a statement of income and expenditures to be presented to the Members at their regular annual meeting, and deliver a copy of such statements to the Members.
Note: What we have is a CPA who has been handling annual filings, (our CPA accountant is not an auditor). BOD members are in place acting as auditors to comply with Checks and Balances.
Secretary. The secretary shall cause the following to occur: (i) record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and of the Members; (ii) keep the corporate seal of the Association and affix it on all papers requiring a seal; (iii) serve notice of meetings of the Board of Directors and of the Members; (iv) keep appropriate current records showing the Members together with their addresses; and (v) perform such other duties as required by the Board of Directors.
Chairperson, Architectural Review Board. The Chairperson shall lead a panel composed of two to four other Members of the Association duly appointed by the Board of Directors to serve as the St. Mary’s Architectural Review Board (ARB) at the pleasure of the Board of Directors. Through the Chairperson, the ARB shall make recommendations to the Board for revisions to the Design and Environmental Standards, and shall act to enforce those Standards. At the discretion of the Board, a management company may be commissioned to assist the ARB in any or all aspects of the ARB’s mission. The Chairperson shall maintain or cause to be maintained comprehensive records of all ARB meetings, including due notice of such meetings to the Members, and all correspondence and records associated with its deliberations, decisions, and actions. Within one month following the end of each calendar quarter, the Chairperson will provide the Board with a written report of the ARB’s activities and decisions in the past quarter. From time to time, the Board may provide binding direction to the ARB through the Chairperson regarding the ARB’s operations.
St. Mary's Community Association 