Town Crier Articles

Your NTRA Reading Homework is Here!
Posted on September 1, 2021 7:02 AM by Stuart Dopp
Categories: NTRA Business
 
Articles of Restatement (formerly Articles of Incorporation) 
 
Start your reading assignment here, this is the easiest new document to understand!
 
Our previous Articles of Incorporation will, in the new documents, be called Articles of Restatement. This revision reestablishes our legal status within the Commonwealth, performing many of the same functions as the earlier document but with an important distinction: the elimination of language that pertained to the Developers. We will now have clear, brief Articles delineating the Purposes and Powers of our HOA, Membership, and the process for amending the Articles. There is a new Article on Voting Rights, and a clarified Article on the Board of Directors. The longest Article, on Liability and Indemnification, now references pertinent sections of the Virginia Code - so we will be up to date.
 
The Articles of Restatement, like all the other proposed texts, are prefaced by the necessary legal form to record our vote of acceptance. 
 
 
Trying to make parallel connections between our current Bylaws and the draft of our new document is like the proverbial comparison of apples to oranges. While the proposed Amended Bylaws will accomplish the obvious goal of regulating the business of the Association, they now have been reorganized so that they are much easier to use.
 
Previously, for instance, information about the Board of Directors, voting, and electronic meetings was scattered throughout, causing redundancy and confusion. As with all of the new documents, language concerning the Developers is no longer pertinent so it has been removed, which, in and of itself, assists with clarity and brevity. The Article on “Membership” in the existing Bylaws, for example, details exquisitely complicated formulas for Developers vs different types of Owners, which in turn complicated voting policies. Information on our Board of Directors and Voting is now neatly consolidated in reorganized Articles consistent with our status as an independent HOA, without two different classes of voters. 
 
Many sections of the Amended Bylaws link to requirements in Virginia law and clarify homeowners’ rights and responsibility. A few points of interest in the new documents: 
  • Article II details rules of Membership and Voting. Article III details the actual conduct of Member meetings, including the procedures for electronic meetings. There is a new time frame for rescheduling meetings adjourned for lack of a quorum, and the annual meeting of the HOA Members would be in December.
  • Article IV establishes the Board of Directors, providing for a possible increase to 7 Members, elected on a rotating basis for two-year terms. No two Directors may be from the same household and, as we have in our current Bylaws, no more than two can be from the same neighborhood.
  • Article V follows up with rules for the actual election of the Directors, and Article VI establishes procedures for their meetings, including those held electronically, ensuring that normal meetings of the Board and committees are available to Members. This Article follows the Code of VA in mandating a Member comment period but allows for setting parameters per the agenda. 
  • An important Article (VII) is that on Powers and Duties of the Board of Directors. These range from contracting for management of common areas and services for Lots to appointing an Architectural Review Committee to determining and levying assessments. New powers - the Board could borrow money and sell or lease property. Article VIII delineates the role of the management company that the Board may hire and provides for periodic performance evaluations. Articles IX and X cover the ability of the Board to elect officers, make special appointments and set up committees. 
  • Article XI (Assessments) requires that the proposed budget be sent to Members at least 15 days before Board approval. It also outlines how delinquencies will be collected. , after which it must be sent to Members along with Assessment information. We need to be in compliance with our own Bylaws as well as state laws, and of course we need to balance an NTRA budget no longer propped up by profits from new homes sales.
  • The remaining Articles (XII - XV) contain insurance and general information, and the process by which the Articles may be amended. Our right to see the Association’s books and records is affirmed in Article XIV. 
You can consult the "Crosswalk” document available on the NTRA website if you wish to pursue a direct comparison, but —really — the crucial point is to read and react to the revised Bylaws and all the other texts themselves. They have been carefully written by our attorney and vetted by the Board of Directors. There is a detailed table of contents attached to each document. 
 
We have from now until November 1 to make our thoughts known to the Board, so seize the opportunity both to read the new documents and to learn more at the September 22nd Town Hall. 
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