As of May 31, 2014, Oxbridge Development had no remaining votes in the Homeowners Association (HOA) but holds, and continues to hold, three of the five seats on the Board of the HOA. The Oxbridge Board members want the homeowners to have full control of Rock Creek Overlook and intend to resign these positions this week.
Per the Bylaws, the remaining two board members, Julia and Justin, must appoint three board members to serve out the balance of the Oxbridge Board members’ terms. There is another mechanism in the Bylaws that allows sixteen Members in good standing to vote to remove Board members, however that option does not apply to the Oxbridge Board members. If the entire Board were to resign and/or be voted out as has been requested by a member, no one would have the authority to call a Meeting of the Members and govern the HOA.
Although the Bylaws provide for the appointment of Members to the Board to fill vacant positions, Justin and Julia would prefer instead that Members participate in this important decision by voting for three new Board members—rather than the two homeowner members appointing the majority of the future board. This alternative method allows the Members to decide who their representatives will be.
Accordingly, the Board is holding a Special Meeting of the Membership to elect three new directors to fill the vacancies that will result from the resignation of the Oxbridge Board members. If a quorum is not reached at the Special Meeting, however, Julia and Justin will follow the procedures contained in the Bylaws for the appointment of the Board members, after considering input from the Members before or during the meeting. If a quorum is reached, the Members can cast ballots to elect Members for these vacant positions.
After the election is held, the Special Meeting will be adjourned. Julia and Justin will then convene a regular Board meeting to formally appoint the Board members the community elects. In the interest of transparency, we are providing this lengthy explanation of how we plan to proceed—with the goal being maximum opportunity for homeowners’ participation.
Rock Creek Overlook Homeowners Association, Inc.
Notice of a Regular Board Meeting, a Special Meeting of the Members, and an Organizational Board Meeting
June 9, 2014
The existing Board will hold a Regular meeting on June 12, 2014 at 7:30 p.m. at Tikvat Israel Congregation Library, 2200 Baltimore Rd. The purpose of this meeting will be to conduct business and accept the Oxbridge Board member resignations. All Members are welcome to attend the meeting.
The Board will then convene a Special Meeting of the Members on June 25, 2014 in the Tikvat Israel Congregation Library, 2200 Baltimore Rd, at 7:30 pm. The sole Agenda item of the Special Meeting is to elect three new directors from among the Members in Good Standing with the HOA to serve the remainder of the terms of the Oxbridge Board members. Two of the new Board members will serve for 1.5 years, through 12/31/2015. The third new Board member will serve until December 31, 2014. Julia’s term expires 12/31/2016. Justin’s term expires 12/31/2014.
At the conclusion of the Special Meeting, the two-member Board will convene an organizational meeting of the Board to ratify the decision of the Membership and appoint the three new Board members, whose term will begin immediately. The newly elected Board will choose which new Board members will serve which terms and who will replace the Vice-President, Secretary, and Treasurer. That Board meeting will then be adjourned. All Members are welcome to stay and attend that meeting. As you will see from the enclosed Notice, the Board will convene two weeks later to conduct any necessary business.
If you are unable to attend the meetings on June 25th, you may provide a Proxy. The executed Proxy may be given to any Member in Good Standing to be presented to the Board when called for at the Special Meeting.