BYLAWS OF BELLA TRAE COMMUNITY ASSOCIATION INC.
​BOARD OF DIRECTORS
Policies and Procedures on Board Business
Adopted 01/22/2015
Revised 05/21/19
Revised and Approved: 1/24/2024
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1. BOARD MEETINGS
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The policy of the Bella Trae Community Association Board of Directors regarding the conduct of board business shall be as follows:
A. A notice of the meeting shall be posted in the Clubhouse at least 48 hours in advance of the meeting.
B. A full agenda must be posted and may not be altered within 48 hours prior to the meeting except in case of emergency as defined by law.
C. The Board President and the BTCA Manager will prepare the agenda for posting. Items placed on the agenda shall be accompanied with sufficient information so that the Board has adequate information with which to make an informed decision.
D. Committee reports, if in writing, shall be submitted to the BTCA Manager at least five (5) days before a board meeting, so they can be transmitted to each board member in advance of the meeting.
E. The BTCA Manager will be responsible to post the meeting notice with the agenda and send the following to each board member in the form of a meeting package:
1. Agenda and Notice of Meeting
2. Minutes of the previous meeting
3. Financial summary and financial statement
4. Weekly Manager’s report
5. Committee reports
6. Backup, bids, and recommendations on all new and old business agenda items
7. All pertinent correspondence
F. At least 3 business days before a meeting, all information will be given to each director to allow the Board time to study the package thoroughly and be prepared to take action based on the information provided. If there are questions concerning the material, they can be asked and answered during by addressing them to the BTCA Manager or Board President. Board members are responsible to be well-prepared to make decisions on all agenda items.
G. The board meeting shall not be used as a forum to poll the audience, but homeowners shall be given an opportunity to provide input to the board in the following manner:
1. For matters that are on the agenda, a homeowner shall be given the opportunity to share three to four minutes of comment before a vote is considered. A motion and second must occur before audience comment is permitted. Board members should refrain from engaging in extended dialog or debate with members of the audience.
2. Each speaker will be allowed a maximum of four (4) minutes of comments on an agenda item.
3. All homeowners wishing to offer comments to the board during the meeting should first be acknowledged by the President before speaking and must identify their name and address.
4. For matters not on the agenda, opportunity will be given for homeowners to comment after the board meeting adjourns. Time will be allocated strictly for the purpose of allowing homeowners to offer their opinions and concerns on matters not on the agenda. While the board may engage in dialog with those speaking at this time, it shall seek to minimize such discussion and refer relevant items to the appropriate standing committee for further review.
5. No testimony will be permitted that personally attacks a board member, the manager, or other homeowners.
H. Robert’s Rules of Order will govern the conduct of board business.
I. A motion and a second will be required for all board actions, and the vote will be recorded.
J. All board members have a fiduciary duty to the BTCA. As such, they must take a position for or against an issue and have that position recorded. Directors should not abstain from a vote unless they have a clear conflict of interest. Secret ballots and proxy votes are not permitted.
K. Minutes are to be approved; reports from the Treasurer, the managers, and the committees need not be approved.
L. The Board President, together with management, will be responsible to conduct and control the meeting under this policy, and other board members are responsible to cooperate. In the absence of the president, the Board Vice President shall chair the meeting.
M. Any board member may request that an item be placed on the board agenda by notifying the president. The president will communicate with the director who initiated the item to discuss and determine if item should be placed on current agenda or future agenda or can be handled in a different manner.
N. The agenda format shall be structured as follows:
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BELLA TRAE COMMUNITY ASSOCIATION, Inc.
BOARD OF DIRECTORS MEETING
Date & Time
Location
A. Certification of Quorum
B. Proof of Notice
C. Approval of Minutes
D. Manager’s Report
E. Standing Committee Reports:
a. Finance Committee/Financial Update
b. Clubhouse & Grounds Committee
c. Social and Recreational Committee
F. Unfinished Business
G. New Business
H. Adjournment
I. Homeowner Comments*
NEXT MEETING: [Month]
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*This is the time for homeowners to speak on matters of concern to them that are not on the agenda. Board members, by policy, are encouraged to avoid commenting on homeowner testimony during the regular meeting. Questions from homeowners may be posed to any member of the board either before or after the board meeting. Opportunity will be given for homeowners to speak on any agenda item as it comes before the board for consideration. Those wishing to comment on an agenda item are encouraged to notify the Board Secretary or the President PRIOR to the start of the meeting. A four (4) minute time limit will apply to each resident addressing the board on an agenda topic.
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2. BOARD GOVERNANCE
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a. OFFICERS
The president of the board:
i. Serves at the will of the board and can be removed by a majority vote of the full board.
ii. Appoints all committee members.
iii. Establishes the board meeting agenda.
iv. Provides overall supervision of the community manager’s duties on behalf of the BTCA.
v. Trains newly elected directors and his/her successor as president.
vi. Executes board-approved contracts and other documents in the name of the BTCA as its agent.
The vice president of the board:
i. Assumes the responsibilities of the President in his/her absence and carries out other duties as delegated by the President.
The secretary of the board:
i. Ensures timely posting of meeting notices.
ii. Provides for custodial care of all minutes of the board and all official association records.
iii. Maintains a current membership list.
iv. Certifies all meeting notices and election results.
v. Ensures appropriate access to association records and information.
vi. Performs the role of timekeeper for resident comments.
vii. Delegates one or more of the above duties to a manager as appropriate.
The treasurer of the board:
i. Chairs the Finance Committee
ii. Oversees the appropriate maintenance of financial records by the management company, in keeping with generally accepted accounting practices.
iii. Monitors the custodial care of all funds.
iv. Coordinates the development of the annual budget and preparation of the annual financial report.
v. Monitors delinquencies.
vi. Coordinates the board review of the reserve study and the funding and investments of the capital project reserve fund.
vii. Coordinates committee review of association business practices.
b. STANDING COMMITTEES
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CLUBHOUSE AND GROUNDS COMMITTEE
The Clubhouse and Grounds Committee is a standing committee of the Bella Trae Community Association, Inc. It is comprised of two Board directors and not less than three Bella Trae community homeowners, if possible. Members are appointed by the President for one-year terms or until replaced by the President or the Board. A director shall serve as committee Chair. The Bella Trae Clubhouse and Grounds Committee is committed to accommodating, maintaining and improving the multitude of facility and property uses at a level consistent with the expectations and diverse interests of the resident community.
Meeting Schedule
The Clubhouse and Grounds Committee will meet once per month, and at such other times as called by the Chair.
Committee Duties
• Recommend annual budget amounts for repairs, preventative maintenance, regular maintenance, grounds service, and the capital projects reserve.
• Create and monitor a preventative maintenance schedule.
• Create and monitor a regular maintenance schedule.
• Recommend conservation methods to minimize use of electricity, water, and waste disposal.
• Assist the BTCA manager in identifying and resolving violations to BTCA regulations.
• Refer unbudgeted expenditure proposals above $1,000 to the Finance Committee Chair for review of the sufficiency of funds prior to presentation at a board meeting.
• Recommend to the Board a schedule of expenditures from the capital projects reserve.
• Coordinate the bid process for any buildings/ground’s services.
• Monitor all services (“walk the job”) for satisfactory completion and authorize the BTCA manager to release retention funds.
• Communicate to the BTCA manager any observed maintenance needs.
• Work with the BTCA manager on approval of expenditures from the budget account for landscaping.
• Review policies and procedures regarding Clubhouse access and use.
• In conjunction with the Finance committee, periodically review all contracts and advise the Board on recommended changes.
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FINANCE COMMITTEE
The Finance Committee is a standing committee of the Bella Trae Community Association, Inc. It is comprised of two Board directors including the Board treasurer, and not less than three Bella Trae community homeowners, if possible. Members are appointed by the President for one-year terms or until replaced by the President or the Board. The treasurer shall serve as committee Chair.
Meeting Schedule
The Finance Committee will meet quarterly, and at such other times as called by the Chair.
Committee Duties
• Assist the Board with preparation of the annual budget.
• Review monthly financial reports, inquire about unclear expenditures, notify the Board of material budget variances, and recommend corrective actions.
• Review the association’s check register and petty cash disbursements and discuss unclear expenditures with the BTCA manager.
• Review cash flow and provide advice to the BTCA manager on payment priorities as necessary.
• Monitor the reports on asset investments and earnings and advise the Board as necessary.
• Monitor the status of fee collections and assist the BTCA manager in framing a recommended course of action on delinquent accounts in accordance with Board policy.
• In conjunction with the Clubhouse and Grounds Committee, periodically review all contracts and advise the Board on recommended changes.
• Periodically review vendor lists used in the conduct of business for BTCA.
• Assist the Board in ensuring that independent financial audits and reserve studies are conducted as necessary.
• The finance committee chair will review any proposed unbudgeted expenditures in excess of $1,000 for sufficiency of funds, before presentation at a board meeting.
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3. BOARD BUSINESS
a. The BTCA manager may process a budgeted expenditure not in excess of $1,500 upon written approval of the president (email approval is acceptable, with a copy to the other board members).
b. A budgeted expenditure above $1,500 must receive prior approval of the board unless the expenditure is for an emergency.
c. Emergency expenditures require the prior approval of the president, who shall copy all board members with such approval by email, and the item shall be placed on the next board agenda for formal approval (the purpose being to inform the community of the action).
d. Payments to reimburse a member of the association must receive prior approval by the board president. All receipts must be submitted for reimbursement within the month of purchase by completing the form provided. Late submission of receipts will not be processed for reimbursement. Exempt from prior approval are members of the social committee, if budgeted items were approved in advance by the BTCA Board of Directors.
e. Payments to reimburse a board member exceeding $100 must receive prior approval of the board at a regular meeting.
f. Payments to reimburse management staff must receive prior approval of the board president; in cases where the amount exceeds $100, the board must pre-approve the reimbursement.
g. The clubhouse and grounds committee will have a do not exceed limit of $1,000 total expenses at a monthly meeting, after a vote of the committee to proceed.
h. The social committee must submit a quarterly budget, one month in advance, for BTCA Board approval. Large, planned events that require advanced deposits and planning, may be presented for approval at the beginning of the year or an earlier quarter’s budget.
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