Minutes of Board of Directors’ Meeting 12/02/13

The December 2, 2013 meeting of the Parkwood Garden Club (PGC) Board of Directors was held at 471 W Parkwood Rd, Decatur, GA. The meeting was called to order at 7:07 pm. The following officers and committee chairs attended: Tom Bell, Christina Carter, Joe Dicks, Steve Elmore, Frances Finegan, Patti Paulino, Bob Stewart.

1.  Approval of minutes from Nov. 20. – Minutes approved as amended.  Please see attached minutes from Nov 20.

2.  Review and discuss other neighbors’ proposals for determining how the Park votes (November 26, 2013 Letter addressed to Frances Finegan as the PGC President and signed by Lisa Bliss, Charles Bliss, Ric Nardin, Diane Nardin, Lisa Gordon, Scott Gordon, Susan Stewart, Ellen Powell and Jim Powell) – Letter is attached to the minutes.  This group asks the PGC Board to consider 60% of the eligible electors and 60% of the landowners in the area to be annexed.  This is different from the group trying to annex into Decatur as they are requesting only PGC members versus all landowners.

Tom moved that the tabled motion from the last meeting (Nov. 20) come off the table for discussion. Patti seconded.  All approved. “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.”

Tom then accepted a friendly amendment to the motion to accommodate the request in the Nov 26 letter: “Upon demonstration to the Board’s satisfaction that a 60% 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.”

Joe requested that the motion be further amended to demonstrate by acreage rather than by owners. Tom agreed to use the language found in the Georgia Code: “Upon demonstration to the Board’s satisfaction that owners of not less 60% of the land area, by acreage, included in the petition, excluding the Parkwood Park acreage, agree to annexation into the City of Decatur, the Board agrees to include Parkwood Park in the annexation and requests that the PGC Board President sign the petition for annexation on behalf of Parkwood Park.”

Individual members continued to express a need for independent legal advice and input from the membership.

Tom then called for a vote to the motion.  There are 3 Ayes (Tom, Steve, Christina) and 4 No votes (Frances, Bob, Joe, Patti).  Steve called a motion for reconsideration at a later date.  Tom seconds the motion.  All approve. 

Board members discussed the need to know the total number of electors and landowners (“the denominator”) being asked to sign the petition into the COD.

The Board also discussed meeting with the City of Decatur Attorney and City Manager to see if the Park would obtain any special services if annexed into Decatur, i.e. money from fundraisers such as the Beerfest.  Steve will coordinate a meeting with City of Decatur to discuss this issue.

3.  Review and discuss the attorney referrals.  The Board obtained 4 attorney referrals after contacting the Non-Profit Law Section of the GA Bar and the three metro area law schools.  Attorney Brooks Binder was selected based on his availability, his interest in the issues presented and his costs and fees. 

Bob called a Motion:  To obtain an outside attorney, for up to $1000, to decide if the park votes and how it should vote.  Joe seconds the motion. Tom asked where the funds would come from. Frances said this was an emergency and that the funds would come from the $5000 Reserve Fund.  There are 3 Ayes (Bob, Joe, Frances), 2 No votes (Tom, Steve) and 2 Abstains (Patti, Christina). 

The Board will develop questions for the attorney and Frances will execute an agreement with Attorney Brooks Binder.

4.  Discuss scheduling a special meeting of the Membership for input.  At this time, we have not scheduled a meeting with the Membership but it was proposed that a meeting be held after the Board received guidance from an attorney.  Patti and Frances will draft another letter to be e-mailed to the membership to keep them informed of the actions of the board.

Meeting adjourned at 8:47 pm. The next meeting has not been scheduled at this time.  

ADDENDUM

1.  On December 3, Frances executed a Letter of Engagement with Attorney Binder.

2.  On December 5, via e-mail, Steve suggested a procedural error had inadvertently occurred in how the Board had counted the votes for hiring an attorney.  During the voting, two members abstained from voting and because the intent of their abstentions was not clear at the meeting, the attorney’s services were terminated on December 10.  The attorney waived his fees.  The Board adjourned for 2013.

3.  On December 18, the Board e-mailed a letter to update the membership on the actions of the Board to date.  

Advertisements

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out /  Change )

Google+ photo

You are commenting using your Google+ account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s