By Greg Ellison

(Aug. 26, 2021) The Ocean Pines Bylaws and Resolutions Committee reviewed proposed tweaks in the language of governing documents during its virtual meeting on Friday.

A bylaws work group has produced a list of updates to association rules and regulations that will be passed along to the board of directors and, providing they clear muster there, go before the public in a referendum.

First up on the group’s agenda were provisions that reference materials outside the association’s bylaws or charter. Committee Chairman Jim Trummel said the workgroup found four such instances.

Bylaws section 9.02C, for instance, grants the general manager authority to maintain the “Personnel Policy Procedures Manual,” which could be out of date, Trummel said.

Committee member Keith Kaiser suggest that an easy fix for that would be to lowercase the reference, thus making it a general statement instead of a formal one.

Trummel agreed, as did committee member Lora Pangratz, who said the generic approach would prevent the need for future updates as association leadership changes.

“It will last longer in our bylaws,” she said.

Turning to budget-related areas, Trummel said the work group proposed adding references to association financial policy or procedure management manuals to three bylaws provisions.

“There are two manuals for financial management,” he said.

Trummel highlighted section 8.04B, which permits the general manager to transfer budget items within departments, and section 5.14E/F, which establishes limits on board purchases and the withdrawal of funds.

Trummel said those manuals date back to August 2006 and have been long under consideration for updates.

Trummel said the Budget and Finance Committee has discussed updating both manuals later this year.

“Either or both manuals could be used … but both are well out of date,” he said.

The next work group matter discussed was an addition to section 4.04 notice of meetings.

The work group suggested adding a provision to bylaws section 4.04 stating that annual meeting notices are to be mailed to members’ addresses of record.

Subsection five of that entry includes requirements for association members to receive notice of annual meeting, regardless of voting eligibility.

“The provision says notice to all members for annual or special meetings,” he said.

Trummel said roughly three years ago the Elections Committee noticed annual meeting announcements were not being sent to members ineligible to vote and took measures to assure non-ballot mailers were being issued.

Kaiser recommended revising the proposed 4.04C addition to remove the reference to mailing meeting notices to “address as it appears on records of the association,” as well as including single notice requirements regardless of voting eligibility.

Concurring with those suggestions were the entire array of members present, including Trummel, Pangratz and Bob Hillegass.

The committee turned next to bylaws section 5.10 that cover informal actions taken by the board.

Under current bylaw language, any board action required or permitted for meeting consideration could be done without convening in public through unanimous written consent of directors.

Details of the consent and action are required to be filed with minutes of the next board meeting.

The bylaws work group suggested revising the provision to read “any action required or permitted to be taken by the [board] may be taken without meeting as noted in Article 2-408C of the Maryland Code for corporations and associations.”

Trummel said the problem noted with current bylaws language regarding unanimous written consent involves the procedure for filing consent and action in subsequent meeting minutes.

“The consent and action wording in bylaws is subject to being read the first thing every director has to consent is taking the action without meeting,” he said.

Trummel said the current wording fails to specify the same standard for the action voted on outside of meetings.

“The code says it has to be unanimous,” he said. “The way it is written that action … does not require unanimous just majority voting on the matter.”

The proposed revision seeks to eliminate confusion on the two-step approval process for non-meeting actions by referring to Maryland code.

Trummel said state code says unanimous consent is required both to bypass meeting requirements and approve actions.

Kaiser and Hillegass voiced support for the proposed revision.

“I think it’s clear and concise,” Hillegass said.

The recommendations will be forwarded to the bylaws workgroup for consideration.