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OPA holds two-day orientation for board of directors

9/19/13 | By Sheila R. Cherry, Associate Editor

OCEAN CITY—The Ocean Pines Association Board of Director’s orientation retreat at the Hilton on 32nd Street Sept. 12-13,did not generate nearly as much news as it did information on administrative functions.

It included a briefing by attorney Joseph Moore, of the Ocean City firm Williams, Moore, Shockley and Harrison, who updated the board on their obligations and restrictions under the Maryland Homeowners Association Act (HOA), OPA Corporate Charter and Restatements, OPA By-laws, OPA Declaration of Restrictions and ARC Guidelines.

One issue that Moore clarified for board members was that, with the exception of specific information protected from public disclosure by statute, there was no expectation of confidentiality in board meetings. The HOA lists eight forms of board discussions that can be legally shielded from disclosure.

Other than the specifically limited items, Moore said information discussed by the board, even in closed-door sessions, is not protected from disclosure. Board members cannot use the excuse of meeting on a restricted issue to go into closed session for an unrestricted issue, he said.

Responding to a question, Moore said the board could establish its own code of conduct to mitigate disclosure of information.

He also answered questions about to meetings, including that the presence of four board members constituted a quorum and that members can be present by telephone or through online services like Skype, provided that all parties can hear and be heard to the extent they would be with a physical presence at the meeting.

Actions by the board outside the meeting process, like e-mail, require written, unanimous consent from all members to proceed, Moore said. Once that consent is approved a vote can take place. Moore said the requirement is a strong protection of the right of a board member to reject the board taking action outside of meetings.

Only Ocean Pines members who are eligible to vote can serve on advisory committees, Moore said. Non-voting members, like renters, can contribute advise, but cannot be committee members.

Assistant Treasurer Pete Gomsak briefed the board on how to analyze the OPA’s financial statement and answered questions. The discussion included how depreciation for the upcoming new Yacht Club will be amortized once the construction project is complete. Gomsak agreed Director Dan Stachurski that an additional assessment would be charged to members to pay into the replacement account for the facility once it opens.

Stachurski said that it would be important to remind members of the depreciation process, which applies to large capital assets of the OPA, but that it had not been part of previous discussions. He said that, if the $4.3 million project is depreciated over a 30-year period as expected, an annual depreciation payment to fund its future replacement would come from members starting with the first budget year after the Yacht Club opens.

An informal calculation shows the annual depreciation from the community would equal slightly more than $143,333. Split between 8,447 members, the individual assessment increase would be just under $17 annually.

Stachurski said the depreciation process is not new for Ocean Pines members— a similar assessment came when the community center open. But he recommended that the OPA remind members to be mindful that the replacement process “doesn’t stop there” in terms of maintaining the facility into the future.

General Manager Bob Thompson discussed Ocean Pines operations and presented a preliminary organizational chart showing how functions were assigned to the departments along with a flow chart of authority and responsibilities. He said it will be distributed once it is completed.

During the second day of the orientation, Thompson took the board on site visits to the OPA’s facilities and parks.

Auditor Chris Hall, of the Salisbury certified public accounting firm TGM Group, briefed the board on how the OPA’s annual audit was conducted.

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