Board of Directors Meeting Minutes

The WPCA Board of Directors held a special meeting on 26 February 2020 at President Jim Emery's home, beginning at 7:33 p.m.

Attendees: Jim Emery, Michael Yang, Dan Clark, Cindy Sanzotta, and one additional association member.

Reading of the Minutes of the Last Meeting

Secretary Cindy Sanzotta read the minutes of the 24 September 2019 WPCA Board of Directors meeting. The minutes were approved as read.

Treasurer's Report

Treasurer Dan Clark provided a snapshot of the Association's finances as the annual collection of assessments is underway with 58% paid to date.

Dan presented a concern with regard to invoicing. This year the past treasurer generously used QuickBooks software to generate the invoices. In the past, the association purchased QuickBooks for the treasurer. This software used to cost $200, but it is only available as a subscription service now. This would be an additional administrative cost requiring a line item update in the budget. Discussion ensued about optional ways to produce invoices. The discussion was tabled for the regular September meeting of the board before the annual members meeting.

Old Business

None.

New Business

Draft Annual Meeting Minutes. The draft minutes of the annual meeting of 29 October 2019 were posted to the WPCA website on 8 November 2019. On 15 November 2019,an association member sent an email to the board claiming that an error was made in the minute's depiction of the election of officers. Per the recollection of the member, the president presented each board position individually with each position voted on separately rather than one vote for the full slate of officers as the draft minutes reflect.

Secretary Cindy Sanzotta reread the contested section of the draft annual meeting minutes concerning the election of officers. Discussion ensued reflecting each board member's recollection of the sequence of events as well as the propriety of the board making any amendment to the draft minutes outside of the annual meeting.

President Jim Emery made a motion: Proposed changes to the draft minutes of the annual meeting of 29 October 2019 shall not be implemented or noted by the board, but may be offered by any member of the association without prejudice at the 2020 annual meeting so that the members of that meeting may decide whether to accept them. The motion was seconded and approved unanimously.

President Jim Emery made a second motion: The president will provide a response to the association member's email of 13 February 2020 that the board's position is that his proposed corrections to the annual meeting minutes of 29 October 2019 should be presented to the members at the next annual meeting without prejudice and that the board is not taking any action over defaced sidewalks. Discussion ensued about the meaning of this motion, as there was some confusion with the wording and intent. President Jim Emery offered explanations; however, the board chose to hold voting on the motion until later in the meeting when the meaning would become clearer. The motion was tabled for future discussion.

Election of Officers. President Jim Emery reminded the board that the WPCA By-Laws require that the election of officers be conducted by secret ballot, however the association has routinely voted for a slate of uncontested officers by acclamation.

Discussion ensued about the use of a secret ballot, the reasons why it is typically not used, and about changing the By-Laws to allow voting for an uncontested slate of officer by acclimation.

Implications of Section 2(b) of the Articles of Incorporation. President Jim Emery reminded the board that the association exists to care for the common areas and perform architecture control. He then read Section 2(b) of the WPCA Articles of Incorporation:

To do any and all lawful things and acts that the corporation may from time to time, in its discretion, deem to be for the benefit of the aforesaid property and the owners and inhabitants thereof, or deemed advisable, proper or convenient for the promotion of the peace, health, comfort, safety or general welfare of the owners and inhabitants thereof.

President Jim Emery explained that the association may officially:

  • Represent the interests of our members in connection with Commonwealth of Virginia and Fairfax County authorities
    • Residential Permit Parking District Program (RPPD)
    • Fairfax County zoning enforcement
  • Coordinate with other homeowner associations for the common good
    • Participate in the Braddock District Council of Community Associations, Inc. (although we have not participated up to now)
  • Attempt to persuade homeowners to take steps to reduce the complaints of other homeowners regarding vehicle parking on public streets

President Jim Emery then presented a motion: The minutes of this meeting should only reflect the overview concerning the actions under section 2(b) of the Articles of Incorporation. The motion was seconded and passed unanimously.

President Jim Emery then described how he had exercised discretion under section 2(b) of the Articles of Incorporation as president of the association. The board members expressed reservations with his most recent exercise of discretion. The discussion ended with Jim reminding the board that they could remove him as president, wait for the full membership to elect a new president at the next annual meeting (as previously noted by the vice president), or do nothing. The attending members of the board did not feel prepared to take any action at this time.

Official Use Email Policy. President Jim Emery brought up the Official Use Email Policy noting that official responses to WPCA emails must, "include a carbon copy (CC) to all members of the Board of Directors that are not already addressees in the responding email." An "official matter" is equivalent to an "official WPCA matter" and "official response" meaning the receiving and answering of a complaint external to the board. The existing policy was not meant to preclude emails between certain members of the board (without including all of the other members of the board) when the purpose of the business is not an official response.

Recent changes to the Virginia Property Owners Association Act in 2019 made it lawful to use email, telephone, or videophone conference technologies including to cast votes. The association's Official Use Email Policy needs to be updated to the extent that the association wishes to embrace these new technologies. President Jim Emery asked for a volunteer to update the Official Use Email Policy as a Technology Use Policy. Secretary Cindy Sanzotta recommended the Webmaster as an appropriate person. No one volunteered. The issue was tabled.

Vice President Mike Yang interrupted the agenda to note the time and asked to table the remainder of the agenda. He recommended the board reconvene to address the remainder of the agenda and all tabled items.

Vandalism. Before adjourning, President Jim Emery let the board quickly know about recent vandalism in the common area playground. Someone sprayed gold paint on the swing, supports, and bench. Nothing is rendered unusable, but it is unsightly.

President Jim Emery made a motion: Adjourn the meeting subject to reconvening in approximately one month. The motion was seconded and passed unanimously.

The meeting adjourned at 9:14 p.m.

Respectfully submitted,
Cindy Sanzotta
WPCA Secretary

Note: These minutes were edited in accordance with the WPCA Privacy Policy and were posted 9 March 2020. The Board of Directors subsequently voted to edit these minutes as they approved them on 14 October 2020. The full text of the official copy of the minutes may be reviewed or obtained by request by any WPCA member by contacting the WPCA president, president@kpwwpca.org.