Substitute 2020 Annual Member Meeting

September 10, 2020

From:

Board of Directors

Painters Ridge Owners Association (PROA)

To:

Members of Painters Ridge Owners Association (PROA)

Re:  Painters Ridge Owners Association Substitute 2020 Annual Member Meeting

The PROA Members are required to hold an Annual Member Meeting during 2020.  Due to COVID-19 concerns, the PROA Board of Directors have decided to invoke the following PROA Bylaw provisions:

BYLAWS OF PAINTERS RIDGE OWNERS ASSOCIATION, INC.

ARTICLE 3. – MEETINGS OF MEMBERS

Section 3.6.     Action by Written Ballot.

            Any action that may be taken at any annual, regular, or special meeting of the Members may be taken without a meeting if the Association delivers (by mail or otherwise) a written ballot to  every Member entitled to vote on the matter which sets forth each proposed action and provides an opportunity to vote for or against each proposed action. Approval by written ballot is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. Solicitations for vote by written ballot must be accompanied by written information sufficient to permit a Member to reach an informed decision on the matter and must specify:

            3.6.1.   the number of responses needed to meet the quorum requirements.

                        3.6.2.   the percentage of approvals necessary to approve each matter other than election of the directors.

            3.6.3.   the time by which a ballot must be received in order to be counted.

Therefore, the election of three PROA Board Directors (to serve two-year terms each), and one Master CVRMA Delegate (to serve a one-year term) will occur by United States Postal Service mail as provided in the above PROA Bylaws.  Present PROA Directors Dan Hampton, Robert (Bob) O’Toole, & Brian Bates, and Crystal Valley Ranch Master Association (CVRMA) PROA Delegate Arlin Shepard, have been nominated (and have all agreed) to serve additional terms if reelected.

All Members are encouraged to self-nominate themselves or another PROA Member to serve as a Board Director and/or Master CVRMA Delegate.  Nominations must be received by PROA Manager Don Wilden by email addresseddon@actionmanagementco.com no later than 5:00 p.m. on Friday September 18, 2020.

            A statement in support of a nominated candidate may be submitted no later than 5:00 p.m. on Friday September 18, 2020, to the Manager in association with the email nomination addressed to the Manager.

No later than 5:00 p.m. on Friday September 18, 2020, any Member may advise the Manager by email of any issue (not involving election of Directors or Delegate) that the Member wants brought before the entire Membership for vote of the entire Membership.  Financial matters and/or questions may also be brought to the attention of the Manager.  Members may review current PROA financial records on the PROA Website at ( http://paintersridge.org/ ).

            If other matters not related to the election of Directors or Delegate (but requiring a vote of the entire Membership) are emailed to the Manager, the Manager will send an email to all Members soliciting Member discussions, opinions, responses, pros, and cons related thereto.  Responses to that email must be replied to by email addressed to the Manager no later than 5:00 p.m. on Friday September 25, 2020.  don@actionmanagementco.com

On Monday October 5, 2020, the Manager will send by First Class United States Postal Service a NOTICE OF SUBSTITUTE 2020 ANNUAL MEMBER MEETING”.  The “Notice” will also be posted on the PROA website.  http://paintersridge.org/annual-member-meeting/

The “Notice” will advise Members:

1.         That due to COVID-19 concerns, the PROA Board of Directors have decided to invoke the above PROA Bylaw provisions to replace an “in-person” public annual Member meeting.

2.         That in accordance with Section 3.6 of the PROA Bylaws (see above) a separate ballot form is enclosed (one ballot per property) to be used jointly by property owners to cast votes for three Director and one CVRMA Delegate candidates.  The ballot will also have space for write in votes for Members not nominated.

                        Statements received by the Manager (if any) in support of the election of nominated candidates will be enclosed with the “Notice”.  (Refer to lines 52 through 54 above.)

            If necessary, the ballot will also contain other items (not related to elections) that require Membership voting.  (Refer to lines 56 through 67 above.)

                        Member discussions, opinions, responses, pros, and cons related to other matters (not involving elections) will be enclosed with the “Notice”.

3.         That at least 12 valid casted ballots must be received by the Manager prior to the below deadline to meet the quorum requirement concerning voting.

            When multiple directors are being elected, that number of candidates equaling the number of directors to be elected, having the highest number of votes cast in favor of their election, are elected to the Board of Directors.

            When only one delegate is being voted upon, the affirmative vote of a majority of the Members constituting a quorum at the meeting of the Members as which the election occurs shall be required for election of the CVRMA Delegate.  If multiple persons are running for Delegate and no one receives a majority of the votes, then another election shall be held at which the two (2) persons running for Delegate who received the most votes in the prior election shall be voted upon and the person receiving a majority of the affirmative votes cast by Members shall be elected.

            The deadline for Manager receipt of casted ballots that must be delivered through the United States Postal Service will be 5:00 p.m. on Friday October 16, 2020.

                        The address of the Manager is:

                        Don Wilden

                        PROA Community Association Manager

                        Action Management, LLC

                        7200 E Dry Creek Rd – Suite F-101

                        Centennial CO  80112

                        (The Manager can be reached by phone at 720-974-0247.)

4.         That current financial records are enclosed with the “Notice” and are also available for review on the PROA Website.  ( http://paintersridge.org/ ).

5.         That information related to the approval of the 2019 Annual Member Meeting minutes is within the “Notice”.

Deadline Dates:

5:00 p.m. on Friday September 18, 2020

            Email nominations, statements in support of candidates, and other issues any Member wishes brought before the entire Membership for vote, are due to Association Manager.

5:00 p.m. on Friday September 25, 2020

            Member email replies are due to Association Manager concerning Member discussion, opinions, responses, pros, and cons related to issues other than Director and Delegate elections.

Monday October 5, 2020

            Association Manager will send by First Class United States Postal Service a Notice of Substitute 2020 Annual Member Meeting.

5:00 p.m. on Friday October 16, 2020

            Completed Member ballots must be received through the United States Postal Service by the Association Manager.

For questions contact:

Don WildenChuck Hackard
PROA Association ManagerPresident
don@actionmanagementco.comPainters Ridge Owners Association
720-974-0247charleshackard@centurylink.net

Email copied to PROA Directors and Association Manager.