Proposed Revisions to the
GENERAL REGULATIONS OF THE VALLE ESCONDIDO HOMEOWNERS ASSOCIATION COVENANTS, RIGHTS, DUTIES AND RESTRICTIONS
CHAPTER II
Powers and Duties of the Association
Article 6. Steering Committee: This group is composed of 5 members who will serve as
the decision making body for the Valle Escondido Homeowners’ Association. All
procedures for the election of the Steering Committee will follow the guidelines
established in Chapter III of this document.
Steering Committee Members will be elected on a rotating basis with two (2) new
members beginning their term in even number years and three (3) new members
beginning their term in odd number years. Each member will serve for a two-year term.
Committee members will be elected by a simple majority of voters who cast their
vote personally or by proxy in accordance with the guidelines established in the Rules of
Election. If there are two members being elected, the two candidates with the most votes
will be elected, if three members are being elected, the three candidates with the most
votes will be elected.. In the event of a tie, there will be a run-off scheduled within 7
days of the original election. Nominations to the Steering Committee will be taken per
the procedures laid out in the Valle Escondido Rules of Election.
By the nomination deadline, if the number of candidates matches the number of
committee member vacancies, the election does not need to be held and can be deemed
complete by the Election Inspector.
The required quorum for this election will be the same as that established in
Chapter III, Article 4 of this document.
At the beginning of each year, the five (5) Steering Committee members will elect
among themselves a President, Vice President, Secretary, and Treasurer. A member may
hold more than one position at the discretion of the acting committee.
The Steering Committee will make decisions by simple majority with a minimum
of three Steering Committee members casting their vote. The Steering Committee is
empowered to carry out and enforce these decisions. Items requiring legal filing will be
submitted to the Board of Directors.
If a Steering Committee member is unwilling or unable to fulfill his or her
position for the elected term, the remaining Committee members will, through majority
vote with the departing member casting a vote, select a replacement. This replacement
will be in effect for the remainder of the term being vacated.
CHAPTER III
VOTING RIGHTS
Article 1. Rules of Election. Elections will be conducted in accordance with the Valle
Escondido Rules of Election, which can be modified by majority vote of the existing
Steering Committee. The Valle Escondido Rules of Election provides for the existence of
an Election Inspector to ensure the validity of all elections.
Article 2. Voting Rights. One vote will be allotted to each lot. For election purposes,
this vote will be referred to as a "Member" in the Valle Escondido Homeowners'
Association. When one home is constructed on two or more lots, the member will be
entitled to only one vote as assessments are collected to the ratio of one assessment per
constructed home. When more than one person holds interest in any lot, they will decide
among themselves how the vote will be cast, but in no event shall more than one vote be
cast with respect to any lot.
Article 3. Member in Good Standing. Each member is entitled to one vote per lot given
that the owner is a “Member in Good Standing”. A Member is Good standing is one
who is current in all debts to the Valle Escondido Homeowners’ Association. It is the
responsibility of the Election Inspector(s) to determine the eligibility of voting members.
This must be done twenty-five (25) prior to the close of the election.
Article 4. Quorum. A quorum is constituted by 60% of Members casting an online ballot
and/or attending a meeting with the stated purpose of hosting an election.. If the required
quorum is not forthcoming, another electronic ballot and/or meeting may be called, and
the required quorum at any such subsequent meeting shall be one-half (1/2) of required
quorum at the preceding meeting, or 30% of the members. No such subsequent meeting
shall be held more than sixty (60) days following the preceding meeting.
Article 5. Election Timeframe. Notice of elections will be given via email
communication and/or an open meeting no less than twenty five (25) working days or
more than fifty (50) working days prior to the final voting date inf the election.
Information regarding candidates and issues will be provided in writing no less then 2
weeks prior to the final date of voting in the election.
CHAPTER V
Maintenance Dues and Assessments
Article 1. Personal Obligation of Assessments. Property owners are subject to two forms
of assessments: 1) Annual dues as set forth in Chapter V, Article 3, and 2) Special
Assessments as set forth in Chapter V, Article 4. Payment of dues begins when at least
one of the following criteria is met:
(a) Acceptance of Title for the property
(b) Inhabitance / use of the property
Article 3. Annual Dues. In January 1, 2003 the annual dues were set at nine hundred
dollars ($900.00) per Lot.
After consideration of current maintenance costs and further needs of the
Association, the Steering Committee may increase the annual dues no more than 20% of
the current fee in a two-year period. This increase must then be submitted to the Board
of Directors for appropriate legal filing.
If an increase of more than 20% is deemed necessary by the Steering Committee,
a special vote of the members will be called. Such an assessment must be approved by
two-thirds (2/3) of members who are voting in person or by proxy. An election for this
purpose shall follow the election requirements as stated in Chapter III of this document.
Article 4. Special Assessments. In addition to the annual assessments authorized above,
the Valle Escondido Homeowners’ Association may levy in any assessment year, a
special assessment applicable to that year only. This assessment would be for the
purpose of defraying, in whole or in part, the cost of any construction, reconstruction,
repair or replacement of a capital improvement upon the Common Area. An election for
this purpose shall follow the election requirements as stated in Chapter III of this
document.
Such special assessments shall require the approval of more than two-thirds (2/3)
of members who are voting in person or by proxy. An e-mail, fax or written invoice for
the annual assessment shall be sent to every Owner subject thereto no sooner than 30
days after the close of the election. Failure to pay the assessment will result in the
procedures and penalties as detailed in Chapter V, Article 10.
CHAPTER XI
General Provisions
Article 2. The covenants and restrictions of these General Regulations shall run with and
bind the land, and shall enforceable by the Steering Committee for the benefit of all
members, their respective legal representatives, heirs, successors and assigns.
The Steering Committee may recommend amendments to these covenants and
restrictions. Any potential amendment shall be put to a vote of members. Such an
election shall follow the requirements as stated in Chapter III of this document. Any
amendment shall have the assent of 75% of members who are voting in person or by
proxy. This resolution will then be duly signed and filed by the Board of Directors.
October 10, 2007
October 9, 2007
What is being changed in the CC&Rs and why...
CC&R Election Guidelines
In order to have a valid election, the election portions of the CC&Rs must be changed! If these changes are not approved, it is highly unlikely we will ever secure the votes needed to have a successful election.
Below is a summary of the election information as it is currently stated in the CC&Rs and the changes that we are proposing to create a more cohesive election portion of the document. These changes are necessary because:
1) Currently, the CC&Rs specify a class system which gives the developer the final say in all elections. This must be removed to give all property owners an equal say in proportion to the properties they own.
2) Requirements guiding the election are not consistent throughout in regards to quorum and number of votes required for something to pass.
3) The current CC&Rs specify that a 2/3 vote is required to elect new members to the steering committee. With multiple candidates for multiple positions, it would be very difficult to achieve the specified 2/3 of a vote for any one candidate. This must be changed to “simple majority” to facilitate the process.
4) There is no guidance in the CC&Rs as to how an election is to occur. We need consistent rules set forth to provide a framework for all elections. The procedures that will govern all elections – be it for steering committee, assessments, etc., were created and placed in one chapter of the CC&Rs.
In the current CCRs, information on elections can be found in four (4) locations:
Chapter III – Voting Rights
Current: This section outlines voting rights as belonging to two classes of members.
Recommendations:
1) Remove voting classes for the following reason:
The project is now established and the class system was put into place “to insure that the Association continues the original vision for the Project”.
2) Define “Member in Good Standing” to establish who has a right to vote – title to land and that all VEHOA debts are current
3) Refer to a separate document “Rules of Election” as detailing the election procedures. Changes to this document are upon majority vote of the Steering Committee, as is the case with the Architectural Review Guidelines.
4) Define Quorum – Current CC&Rs specify 50% and 60%, depending on what is being voted on. Change so that all elections have same requirement of 60% (30% if not met at first meeting) - which can be accomplished through a “virtual” meeting whose attendance is specified by an electronic vote.
5) Establish the timeline for announcing and holding the election – maintain that as specified in other sections of the CC&Rs at 25 – 50 working days prior.
6) State existence of Committee appointed Election Inspector(s) as detailed in the “Rules of Election”.
7) Specify the number of days prior to the election as a cut-off for the Election Inspectors to determine eligible voting members.
Chapter II – Article 6 Internal Committee of Evaluation and Execution
Current:
1) Election notice must be given 25 – 50 days prior to vote
2) Quorum of 60% of each class of voters (30% if not met at first meeting)
3) Need 2/3 vote from each class
4) Two year term
Recommendations:
1) Notice and quorum reflect procedures laid out in Chapter III – Voting Rights
2) Replace a portion of the five (5) committee members each year – 2 members to begin their term in even number years and 3 members to begin their term in odd number years. This will facilitate continuity of work on the committee.
3) Members will serve a two year term
4) Candidates with the highest number of votes win the election (simple majority). If there are 2 members coming in to office, the two candidates with the highest number of votes win.
5) If the number of candidates by the nomination deadline matches the number of committee members vacancies, the election does not need to be held and can be deemed complete by the Election Inspector.
6) Steering Committee will vote by majority rule to replace a member who has resigned. This replacement will be in affect for the remainder of the two-year term of the position being vacated
Chapter V – Article 1 and 3 - Assessments
Current:
1) Election notice must be given 25 – 50 days prior to vote
2) Need 2/3 vote from each class
Recommendations:
1) Notice and quorum reflect procedures laid out in Chapter III – Voting Rights
2) To pass, vote needs approval from 67% of the voting members
Chapter XI – Article 2 – Amendments to the CCRs
Current:
1) Election notice must be given 25 – 50 days prior to vote
2) Quorum of “General Assembly” – lawyer interpreted this to be 51%
3) Need 75% vote from each class
Recommendations:
1) Notice and quorum reflect procedures laid out in Chapter III – Voting Rights
To pass, vote needs approval from 67% of the voting membersOctober 8, 2007
Candidate Newton Osborne
Nominee:
Newton G. Osborne
Phone: 720-2928
Education: B.S., M.S., M.D., Ph.D.
Experience: See CV summary on ballot
the VEHOA Steering Committee and the Valle Escondido community because
of a personal commitment to work for the interests of the residents
of Valle Escondido and because of my willingness to use my experience
in health, administration, research, and education to work for the improvement
of living conditions and for the best possible quality of life for residents
of Valle Escondido.
As a Steering Committee Member
I would work to address the concerns of residents of Valle Escondido
and to consider seriously suggestions from our community that aim to
make living in Valle Escondido a safer, healthier, and more pleasant
experience.
Candidate Don Dreibelbis
Nominee:
Don Dreibelbis (pronounced “Dry-BELL-bis”)
Lot #: 66
Phone: 6637-7058
Education: B.S. Industrial Engineering,
MBA Finance
My professional experience started very
early, tracking satellites in secret stations around the world under
contract to the US Navy. After graduating with honors from engineering
school and working as an engineer for several years, I returned to graduate
school for a Master’s degree in business. After that graduation,
I worked for many years starting and helping grow a variety of successful
high technology computer-oriented businesses, all of which were venture
capital backed. I held positions of CFO in virtually all of those
companies, COO of three of the companies and CEO of two of those companies
(Chief Financial Officer, Chief Operating Officer and Chief Executive
Officer). The firms ranged from five to 400 employees. As
CEO of the largest of those companies, I performed a multi-million dollar
turnaround. I then joined a major venture capital firm as a General
Partner, investing our $250 million of capital in high technology start-up
companies.
I have also previously served as President
of a residential Homeowners Association.
I therefore believe that I have the level
of understanding and organizational and business experience that would
be useful in the activities of the Steering Committee.
I believe I would be an asset to
the VEHOA Steering Committee and the Valle Escondido community because:
I am a full-time resident of Valle Escondido
and have lived in Boquete for four years. I bought my property
here six years ago in 2001 and have very much wanted to see the original
vision of this project fulfilled in reality. I am aware of the
variety of homeowners that we have – many with requirements that are
somewhat different, but each wanting to make this community and their
home something to be proud of. I am sensitive to some of the cultural
differences that exist among residents of a community such as Valle
Escondido and Boquete and would not want anyone to create any problem
by overlooking that issue.
As a Steering Committee Member,
I would work to….
Committee would focus on three central points:
First, I believe that regulations andrestrictions from any homeowners association should be kept to the minimum
level necessary. I would oppose any effort to make this association
an officious body. Second, because this particular association is the
first of its type in Panama, I would be very diligent in assuring that
every action taken was on a solid legal and procedural basis. Not doing
so could open the door to subsequent legal action from any disgruntled
person. That activity is both costly and unnecessary. Third, because
this development and its association are very new, we know for a fact
that many surprising challenges will come our way. We do not know
what they are, but we do know that they will come. I would support
all reasonable efforts to prepare for these uncertainties via gathering
of information and shepherding of finances so as to minimize disruption
to the residents.
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