Special Meeting of the Board of Directors
Parkwood Garden Club
November 20, 2013
Note: There was no written agenda; however, the meeting had been called to continue the discussion begun during the November 12, 2013 board meeting. Two agenda items were described verbally:
A. Discussion of how the PGC would respond (as the property owner of Parkwood Park) to the request from a group of Parkwood neighbors circulating a petition seeking annexation of the un-incorporation portion of the Parkwood neighborhood into the City of Decatur, and
B. Discussion of Director’s and Officer’s Insurance for the PGC Board of Directors.
1. The meeting was convened by PGC President Frances Finegan at her home at 7:06 pm. Present were Frances Finegan, Jim Paulino, Bob Stewart, Steve Elmore, and Tom Bell.
2. Frances said that on November 19 she spoke with neighbor and attorney Shuli Green who had earlier agreed to assist the Board with determining how to proceed in responding to a letter from neighbors requesting annexation into the City of Decatur and wanting the Board to vote on behalf of the Park. Shuli agreed the Board should seek a legal opinion and recommended the Board retain an attorney outside our neighborhood. Shuli Green has recused herself from assisting the Board because she has taken a position in favor of annexation and, therefore, she would have a conflict in providing legal advice.
3. Tom Bell made a motion by reading part of a letter from the group of neighbors seeking annexation of the un-incorporated portion of the Parkwood neighborhood into the City of Decatur. The motion was: “Upon demonstration to the Board’s satisfaction that a majority of the PGC members residing in unincorporated DeKalb County agree to annexation into the City of Decatur, the Board agrees to include Parkwood Park in the annexation and request that the PGC Board President sign the petition for annexation on behalf of Parkwood Park.” Steve Elmore seconded the motion.
There was considerable discussion. Bob sought clarification of the area involved. Did in the annexation proposal include the houses on East Lake Road as requested by the City? Since the PGC has members that do not live on the streets named in the letter would they be included? Tom agreed to add the members on Ponce de Leon as part of the group.
Much of the discussion used terms related to a vote of the membership.
Frances expressed the need to get legal clarity as to the board’s powers, and how the by-laws should be interpreted on such an important issue. How would split households (where one member may be in favor of annexation and one against) be counted? Does the board meet the requirement of “Person” under paragraph “C” of Georgia code section 36-36-32? How should a vote of the member ship be conducted?
Jim described several approaches to handling a vote of the PGC membership that would only allow PGC members in unincorporated Dekalb County to vote, not those already in the City of Decatur.
Steve said that Tom’s motion required the board to take some action and that the discussion should focus on developing a process for determining how the PGC should respond if and when the annexation petition meets the required 60% of registered voters. He expressed concern over proposals that excluded a portion of the PGC membership in any vote.
Bob made a motion to table the discussion until December 2, 2013 in order to give the board time to seek legal counsel and get answers to questions raised in the discussion. Jim seconded the motion. All were in favor; motion carried.
Frances will draft a letter to be e-mailed to the membership to keep them informed of the actions of the board.
4. The board dissolved into a committee of the whole and had a general discussion concerning purchasing Director’s and Officer’s insurance for the board. Of concern was the cost, the protection offered by the insurance, and whether it could be acquired at this late date with regard to the annexation issue. The topic needs further discussion and a funding mechanism needs to be developed since estimated costs would require an increase in dues or a draw on the reserves.
5. Meeting adjourned at 8:29 pm.
6. Next Meeting: December 2, 2013 at 7:00.