There is an entirely erroneous rumor circulating about Board of Directors meetings. There is no notification requirement for a Board of Directors meetings nor is there a requirement for them to be open to members. There is a requirement for a least 10 days written notice for Meetings of the members of the Corporation. The meeting scheduled for October 1st is a Board of Directors meeting not a members meeting. The Meetings Section of the Corporate Bylaws is quoted below. Paragraphs 1-4 cover member’s meetings. Paragraph 5 covers Board of Directors meeting. It is in compliance with state law. Again the October 1st Meeting is a Board of Directors Meeting thus no notification is required.
The agenda for the meeting is to select a new Director to fill an opening. The other item has been talked about at all meetings for well over a year. It is the first step in a process to legally separate the water company from the ICR lots 1-180 Architectural Review Committee. This first step is a resolution allowing the Water Association Board of Directors to move forward on a Asset Purchase and Sale Agreement. This step is required by the Arizona Corporate Commission (ACC) and is contingent upon approval by a vote of the members and approval of the ACC after a public hearing. The resolution is available on the link below the meeting announcement on the website. The Asset Purchase and Sale Agreement is still a rough draft and will be available when it has gone through ACC review.
ARTICLE V – MEETINGS
1. Annual Meeting
The Annual Meeting of the Corporation members shall be held every year on the third Saturday in February, unless otherwise determined by the Board of Directors. It shall be held within the State of Arizona, at a place and hour selected by the Directors. At the meeting, the members are to hear the report of the Treasurer and to transact such other business as may properly come before the meeting.
At the Annual Meeting, every member shall be entitled to vote in person or proxy. A complete list of eligible voters shall be prepared by the Secretary, and notice sent to each member at least seven(7) days prior to the meeting along with notice of time and place of meeting.
Meetings will be conducted according to Robert’s Rules of Order. The order of business at the Annual Meeting shall be as follows:
(a) Calling meeting to order;
(b) Proof of notice of meeting;
(c) Reading of Minutes of last Annual Meeting;
(d) Reports of Officers;
(e) Reports of Committees;
(f) Miscellaneous Business.
2. Special Meetings of the Corporation
Special Meetings of the members of the Corporation may be called at any time by a majority of the Directors. Upon written application of the more than fifty percent of the members of the Corporation, the Board of Directors shall be informed as to the time, place and purpose of the Special meeting. All Special Meetings of the members shall be held within the State of Arizona. Business transactions at all Special Meetings shall be confined to the objects stated in the Notice.
3. Notices of Corporate Members Meeting
A written or printed Notice of all Annual or Special Meetings of the Corporate members, stating the place, day, hour, and purpose thereof, shall be given by the Secretary, or in the case of his or her absence, incapacity, or refusal, by a person designated by the Board of Directors, at least seven (7) days before the date of the meeting to each Corporate member, by leaving such Notice with the Corporate member at his or her place of residence or usual place of business, or by mailing the same postage prepaid, directed to him at his address as last recorded on the books of the Corporation.
4. Quorum for Corporate Members Meeting
All Corporate members present at any properly noticed meeting, in person or by proxy, shall constitute a quorum for the transaction of business. The vote of the majority of any quorum shall be sufficient to transact any business, except as may be otherwise required by the provisions of the Articles of Incorporation. No proxy which is dated more than sixty days before the meeting named therein shall be accepted, and no such proxy shall be valid after the final adjournment of such meeting. Proxies must be filed with the Secretary prior to or at the beginning of the meeting at which the proxy is to be voted.
5. Meetings of the Directors
A quorum for a Board Meeting shall be 51 percent of the Board’s membership. A regular meeting of the Board of Directors shall be held in every year as soon as may be after a Special Meeting of the Corporation members, or after a Special Meeting of the Corporation members in lieu of such Annual Meeting, for the election of Officers and such other business as may properly come before each meeting. The Directors shall have regular meetings as designated by the President.