December 1, 2010 Meeting Minutes

Cloverleaf Center Condominium

Board of Directors Meeting

Upcounty Regional Services Center

 Conference Rooms A and D

12900 Middlebrook Road

Germantown MD

December 1, 2010

Minutes

I.        Call to order:  Farouk Youssef, President, called the meeting to order at 7:02 PM. 

II.      Proof of announcement:  Mr. Youssef stated that on October 27 Summit Management had 2010 mailed the 2011 Draft Budget and Notice of Board Meeting to the Unit owners.  A sign was posted at the entrance to the community announcing this meeting.

III.    Establishment of quorum:  At 7:02 PM, Mr. Youssef noted for the record that the following Directors were present:

·         Farouk Youssef,

·         Andrew Kim,

·         Peter Franke, and

·         Diana Smith, who constituted a quorum of the Board of Directors.

·         Mr. Youssef stated that Noorul Hinaya Jainoor had sent word that she would be late.

IV.    Remarks from the President: 

1.        Mr. Youssef stated that the draft of the proposed 2011 Budget has been sent to the Unit owners as required, and that no written comments have been received. The proposed 2011 budget will therefore proceed to final vote at this evening’s Board of Directors meeting.

2.       Mr. Youssef stated also that the several Committees that were formed in August, 2009 have not yet convened. The issues that the Committees were to address are important to the community, and to the Board, as Unit owner participation may alleviate some of the work that the current Board has performed since the elections of July, 2009. Mr. Youssef will ask that the Board revive these Committees in January 2011.

3.        Mr. Youssef thanked the Board for its accomplishments in 2010, and offered his personal Best Wishes to all Cloverleaf Center Condominium Unit owners during the holiday season.

V.      Approval of the October 26, 2010 Minutes:

1.       Mr. Franke stated that:

a)      A quorum of the Association present in person or by proxy did not attend the 2010 Annual Meeting, and those in attendance did not call for an adjournment and a rescheduled meeting. The Minutes of the 2009 meeting that were read during the Oct 26 Board Meeting will be presented to the Association for approval at the next Annual Meeting, Wednesday, October 26, 2011, or any adjournment thereof.

b)      Summit Management notified the Unit owners on September 30 of the Oct 26 Annual meeting and that the Annual Meeting may be adjourned and scheduled for a later date at which time those members present in person or by proxy will constitute a quorum. The notice stated that if a quorum is not obtained, procedures under Section 5-206 of the Corporations and Associations Article of the Annotated Code of Maryland may be invoked. (The Maryland Condominium Act states that the Council of Unit Owners is subject to those provisions of Title 5, Subtitle 2 of the Corporations and Associations Article that are not inconsistent with the Act.)

c)       Article II Section 9 of our Bylaws provides that “If any meeting of the Association cannot be held because a quorum of members has not attended, a majority of the Unit Owners may adjourn the meeting and call for an additional meeting provided at least fifteen (15) days notice of the time, place and purpose of the additional meeting is given to all Unit Owners.”  Notice of Meeting of the Cloverleaf Center Condominium Association shall state that the procedure authorized by Section 11-109(c) (8) (ii) of the Maryland Condominium Act might be invoked, and, if by majority vote the unit owners present in person or by proxy call for the additional meeting, then another meeting of the Council of Unit Owners may be called for the same purpose.

2.       Discussion:

a)      Unit owner Wade Owen asked for clarification of the Directors’ terms. Mr. Franke stated that the two Town House Directors are elected for three year terms, as are two of the Plex Unit Directors. The third Plex Unit Director is elected to a two year term. No Director positions were due for election at the 2010 Annual meeting; one Plex Unit Director will be due for election to a two year term at the 2011 Annual Meeting, Wednesday, October 26, 2011.

b)      The Board Meeting was interrupted at 7:12 PM by another group which had been scheduled to meet in Room A.  Elan Kreuger confirmed that the Board Meeting reservation was for Room D.  The President called for a five minute recess so as to relocate the Board Meeting to Room D.

c)       Mr. Franke referred Mr. Owen to page 8 of the CCC ByLaws regarding Directors’ elections and Board Member terms, and the requirements of the Act when calling for the Annual Meeting and the election of Directors: Notice of meeting not less than 10 days, nor more than 90 days; call for candidates 60 days prior to the meeting; call for ballots and proxies 30 days prior to the meeting.  Mr. Youssef stated that Phil Ochs, who oversaw the 2009 Special Election for the CCOC, determined that the two Town House Directors elected with the highest number of votes serve for three years, that the two Plex Directors elected with the highest number of votes serve for three years, and the Plex Director elected with the third highest number of votes serves two years.

d)      Nairool Hinaya Jainoor arrived at 7:20 PM and was briefed on the above discussion.

3.       Mr. Youssef moved to approve the October 26 Minutes as read, even though the Meeting was not an Annual Meeting.  Mr. Franke seconded. Vote: 5 Aye, 0 Nay.

4.       Mr. Owen asked whether the Board records the reasons for and the votes for the closing of Directors’ meetings, and the votes taken during a closed meeting. Mr. Youssef stated that will henceforth be done.

VI.    Report from Summit Management :

1.       Elan Krueger reported and/or updated the following items:

2.       Chesapeake Fire Protection stated that their company contracts for their services only with Management Agencies, not with HOA’s. Summit refuses this condition, as the services (and thus the fiscal responsibility) belong to the HOA. Therefore, CCC declines the services of Chesapeake, and Summit has renegotiated with Guardian. Mr. Krueger stated that Guardian has agreed to decrease their quote for a one year (2011) contract from $7730 to $6500. Farouk Youssef moved to ratify the proposed contract at $6500. Noorul Hinaya Jainoor seconded. Vote: 5 Aye, 0 Nay.

3.       The State Farm master insurance policy has been modified to include the missing addresses on Duck Pond Dr.  Mr. Franke questioned whether “12800-12804 Duck Pond Dr” inadvertently includes any charge for the two CCIIIC units at 12801 DPD and 12803 DPD. Ms. Smith requested that State Farm clarify the Endorsement Premium Increase of $749.68 on pg 1 and explain the meaning of Endorsement CMP4729. Mr. Kreuger will refer both questions to State Farm.

4.       The BOD agreed to table the ACC matters for those units in the process of foreclosure.

5.       Mr. Krueger called for approval of the budget.

6.       Collections matters are included in the Management Report. Mr. Youssef pointed out that two accounts listed Virginia addresses and that must be corrected.

7.       FHA approval expires December 7.  Bids to process the paperwork to renew approval have been narrowed to either Condo Approvals, LLC or to Whiteford, Taylor, Preston LLP. Mr. Youssef stated that although the special assessments are temporary, the regular assessments are permanent and that the CCC delinquent rate of over 15% was clearly a hindrance to obtaining FHA approval. He stated that he would discuss delinquent accounts only in closed session, even if filed for collection through the courts and a matter of public record. Mr. Youssef noted the $57,226 collections reported by Whiteford, Taylor, Preston LLP. Mr. Krueger stated that CCC is within shouting distance of the 15% delinquency rate, that receivables have dropped by $4500, and that the two foreclosures argue for the full amount of the special assessment. “We are making progress.”

8.       Mr. Youssef entered a motion to call for a closed session at 8:30 PM to discuss collections, Structura, and delinquencies as they relate to FHA approval. Mr. Franke seconded. Vote: 5 Aye, 0 Nay.

9.       Peter Franke moved to approve the expenditure of $990 to $1500 to expedite FHA approval, noting that $1000 was in draft budget for this purpose. Mr. Youssef seconded. Vote: 5 Aye, 0 Nay.

10.   Mr. Franke moved to discuss the 2011 Summit Management Contract in Closed Session. Mr. Youssef seconded. Vote: 5 Aye, 0 Nay.

Continuing Business: (8:00 PM)

1.       2011 Budget:

a.       Mr. Franke stated that, to date, no written comments regarding the proposed budget had been received by the CCC BOD, and moved to approve the proposed 2011 budget as it is written in draft version 2011CCCj2, mailed to the Unit owners, and available at this meeting as a handout. Mr. Youssef seconded.

b.      Mr. Owen stated that he observed no allocation for Bad Debt in 2011 in the budget. Mr. Youssef stated he was as a rule reluctant to write off Bad Debt of any amount owed to CCC. Mr. Krueger stated that the 2010 Bad Debt Allowance was $6600 and that the aim, especially in light of the pending FHA approval process, is to reduce the number of delinquencies for amounts that are, essentially, considered uncollectable. Mr. Franke responded that absence of a Bad Debt account in the draft proposed budget was an oversight.

c.       Anna Prisutti, Unit owner, asked whether the management fees and the miscellaneous fee items were time & materials expenses.  Mr. Franke answered that the monthly management fee was $2680 and that time & materials were part of the basis for the other associated management fees.

d.      Peter Franke asked if there was any further discussion. As no additional questions were forthcoming, the proposed 2011 Budget was put to a vote of the Board of Directors and was approved by a vote 5 Aye, 0 Nay.

2.       ACC:

a.       Mr. Krueger stated that the ACC application for 13003 Bridger Drive (Rabeau) was incomplete, as it lacked the required four signatures, and was returned. A comment was made that the Board is concerned that it keep the continuity of the high shrubs in the community.

b.      Mr. Krueger stated that Summit Management has not been notified of any abatement of the ACC violations at 13049 Bridger Drive, which resulted in two $150 fines having been levied against the Unit owners (Quay & Skiffington.)  Mr. Franke stated that the satellite dish wire violation had indeed been removed. Mr. Youssef stated but that the stone pavers were still in place, that the $150 fine stands, and moved to allow 30 days to abate the paver stone violation else the Association will thereafter correct the violation and hold the Unit owners responsible for any and all charges associated with correcting the violation. Mr. Franke seconded. Vote: 5 Aye, 0 Nay.    

3.       DOT contract:

a.       Mr. Youssef stated that MDOT had reduced the scope of the CCC temporary easement needed for the extension of Century Blvd, and reduced the proposed payment from $10,000 to $4,900. Mr. Youssef stated his intention to continue negotiations with Dennis Robinson of MDOT; Mr. Robinson has stated that MDOT sent a notice in 2007 to Ravi Parkhie (TMGA) concerning the proposed Century Blvd extension and inviting community comments at that time.

b.      Mr. Franke moved to immediately inform the Unit owners of the easement, as required by the Act, and to schedule Board action on February 16. Mr. Youssef seconded. Vote: 5 Aye, 0 Nay.

4.       CCOC 26-08 Order:

a.       Mr. Youssef stated that he has requested that Peter Drymalski of CCOC send the final Order for Case # 26-08.  

New Business (8:20)

1.       Election of Officers:

a.       Peter Franke nominated Farouk Youssef for President of CCC. Diana Smith seconded. Vote:  4 Aye, 0 Nay, 1 Abstain.

b.      Farouk Youssef nominated Andrew Kim for Vice President of CCC. Peter Franke seconded. Vote: 4 Aye, 0 Nay, 1 Abstain.

c.       Farouk Youssef nominated Peter Franke for Treasurer of CCC. Noorul Hinaya Jainoor seconded.  Vote:  4 Aye, 0 Nay, 1 Abstain.

d.      Peter Franke nominated Diana Smith for Secretary of CCC. Diana Smith declined.

e.      Peter Franke nominated Noorul Hinaya Jainoor for Secretary of CCC. Noorul Hinaya Jainoor declined.

f.        Farouk Youssef moved to table the election of Secretary. Peter Franke seconded. Vote:  5 Aye, 0 Nay.

2.       Confidentiality of the  bidding process:

a.       Mr. Youssef stated that Structura had given rough estimates for costs related to the repair project and that those estimates would remain under wraps until the bidding process was complete, as competitive bidding could be swayed by premature release of these estimates. In addition, Mr. Youssef stated that specifications, trade secrets and technical know-how under negotiation with Structura will not be made public and are to be considered, henceforth, subject to subpoena.

b.      Mr. Youssef stated that two banks had been contacted for a $1.5 million loan, that one had declined, and the other was still studying the documentation prior to decision.

c.       Mr. Youssef asked for community contribution of ideas that could lead to Federal Grant money for the project. Mr. Krueger stated that he believed federal dollars such as Block Grants were administered at the County level and that a good beginning might be with the MPDU program as they have several units in CCC under their guidelines. 

3.       Storm water management:

a.       Farouk Youssef stated the BOD had received correspondence from a law firm indicating the Association may be financially responsibility to the County concerning the maintenance of the storm water areas adjacent to CCC. Ms. Prisutti stated that it would appear that no action should be considered at the present time as the extension of Century Blvd would obliterate those areas and would be conducted by County according to their own master plan. Mr. Franke stated that the question for CCC is the shared maintenance agreement regarding the property adjacent to Crystal Rock and Kinster Drive that the developers appeared to have titled to CCIIIC (Phase V).  Mr. Krueger stated that the CCC should probably disregard the correspondence and wait to hear from the County.  

Community Forum: (8:35 PM)

1.       Ms. Prisutti stated that she thought the BOD should consider lump sum and/or immediate payment(s) for the special assessment fees for the construction project as delinquencies of special assessments would have to be absorbed by non-delinquent homeowners, and that the interest on a loan of $1.5 million (or more) could pose a drain on the non-delinquent homeowners.

2.       Mr. Youssef stated that that one bank would consider themselves the assessor (i.e., 98 individual loans payable to the bank.)

Adjournment :

1.       Mr. Youssef adjourned the meeting at 8:50 PM.

Cloverleaf Center Condominium

Closed Board of Directors Meeting

Upcounty Regional Services Center

 Conference Rooms A and D

12900 Middlebrook Road

Germantown MD

December 1, 2010

Minutes

              I.      The closed meeting called to order by Farouk Youssef at 8:50 PM.

            II.      The Board of Directors voted (5 Aye, 0 Nay) during the Dec. 1 open Board meeting to close a portion of the Board meeting on this date to further discuss the management contract, collections, Structura, and delinquencies as they relate to FHA approval.

          III.      The closed meeting was attended by Farouk Youssef, Andrew Kim, Peter Franke, Diana Smith, Noorul Hinaya Jainoor, and Elan Krueger.

         IV.      Business

1.       Collections:

a.       Reviewed accounts currently at collections with Whiteford, Taylor, Preston LLP.

b.      Discussed accounts that would be eligible for write-off as bad debt(s) at year end 2010. Mr. Franke moved to finalize write-offs after receiving Aged Owner Balances List for Nov 30 figures from Mr. Krueger. Farouk Youssef seconded. Vote: 5 Aye, 0 Nay.   

2.       FHA Approval:

a.       Compared rates and benefits offered by Condo Approvals, LLC vs. Whiteford, Taylor, Preston LLP for services related to obtaining FHA condominium approval Ms. Smith entered motion to engage Whiteford, Taylor, Preston LLP as of this date at the rate of $1500 for services related to FHA Approval. Mr. Youssef seconded. Vote: 5 Aye, 0 Nay. 

3.       Structura:  

a.       Discussed current progress.

4.       Summit Management Contract:

a.       Discussed administrative fees, renewal, and administrative and accounting concerns. Ms. Smith moved to approve the Summit Mgmt proposed contract for one calendar year, January 1 through December 31, 2011, $2,680 month, $32,160 per annum,  plus any fees listed in Appendix A applicable to conducting business for CCC (e.g. postage, copying, late notices.)  Mr. Youssef seconded. Vote: 5 Aye, 0 Nay.

b.      Mr. Franke moved to authorize Summit Management to order Coupon Books for homeowner regular and special assessments for the calendar year 2011. Mr. Youssef seconded. Vote: 5 Aye, 0 Nay.

           V.      Mr. Youssef adjourned the session at 9:30 PM.