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Bylaws Committee examines policy details

By Greg Ellison

(June 10, 2021) The Ocean Pines Bylaws & Resolutions Committee discussed the following topics during a virtual meeting last Friday.

Board policy resolutions

Committee Chair Jim Trummel outlined four resolutions (F-02, F-03, M-05, M-07) the Board of Directors must regularly review.

“They come to the board for full review,” he said.

Resolution F-02 concerns annual budget development and outlines actions required by the general manger and staff to prepare an annual operating budget and capital expenditure plan.

Resolution F-03 outlines financial reserve accounts.

Trummel said recent monthly financial reports have listed a drainage reserve account, which is not specified in F-03.

“The bylaws require the reserve funds be specifically designated,” he said.

This includes related criteria for particular reserve accounts, Trummel said.

“We’re picking it up in the treasurers report as a separate fund,” he said.

Board liaison Camilla Rogers, who noted the topic had been discussed among directors with no conclusion reached, agreed to follow up on the issue.

Resolution M-07 addresses bulkheads and waterway maintenance, which Trummel suggested would be a candidate for review by the Marine Activities Committee.

Trummel said resolution M-05, which addresses animal control, dates back a decade and was instituted in regards to the Ocean Pines Police Department taking custody of stray animals.

During a previous resolution review, a recommendation was made to eliminate the section since animal control is the responsibility of Worcester County.

“The chief of police at that time wanted to have Ocean Pines declare its authority to charge to maintain animals taken into custody,” he said. “The chief wanted to make sure there was reimbursement.”

Trummel said any potential changes would be weighed during the routine review procedure.

Rogers proposed sending F-02 and F-03 to General Manager John Viola and Finance Director Steve Phillips for review and potential updates, along with sending M-05 and M-07 to the appropriate parties, with updates provided at the next Bylaws Committee meeting.

Search Committee

Trummel said the bylaws review work group has listed the Search Committee, which is tasked with finding board candidates for annual elections, as an area of high concern.

“It was picked out as one of the first items to consider,” he said.

Trummel said the work group ranked bylaws provisions to review by importance and difficulty.

“This came out number one,” he said.

To launch the investigation, Trummel sent a series of related questions to the Search Committee, as well as the Elections and Communications committees.

In recent years, the Search Committee has not functioned efficiently, either not forming or having less than the mandated five members.

“I got responses back from Communications and Elections, “ he said.

Trummel said the Search Committee is still preparing its reply, which would be part of an annual report outlining its actions required by June 30.

“The draft is under review by Search Committee members and should be received soon,” he said.

Trummel said both the Elections and Communications committee’s responses indicated a preference to limit their role to present duties.

Communications Committee members would share information about elections schedules but not take part in finding candidates.

The Elections Committee sought to deal solely with conducting the contest, while not soliciting candidates to avoid any suggestion of conflict.

Trummel asked for suggestions for modifying related provisions to improve the committee’s function.

“My feel for the direction is probably to retain the Search Committee,” he said

Committee member Lora Pangratz asked why Search Committee members serve one-year terms, while other advisory groups include three-year commitments.

Trummel said bylaws provisions mandate the association president appoint the committee by Feb. 1 each year.

“It doesn’t specify one-year terms but effectively it does,” he said.

Trummel said reappointing members the following year is not prohibited, while also noting that the bylaws grant the board authority to specify committee terms and duties.

“That reference could be made for the Search Committee and the board could take the length of term into consideration,” he said.

Rogers said during her time on the board the Search Committee has been dysfunctional.

“Do we want to continue it or just have people interested in running just fill out an application?” she said.

Trummel said before 2008, when the Search Committee was created, association bylaws included a provision for a Nominating Committee.

“That committee was to go out and nominate people,” he said. “You didn’t get on the ballot unless that committee nominated you.”

The approach was altered during the 2008 bylaws revisions process.

“The Nominating Committee actually did the screening,” he said.

Trummel said the Search Committee was instituted as the prior approach failed to address whether potential board candidates had suitable qualifications.

Committee member Keith Kaiser proposed tabling the discussion until obtaining a response from the Search Committee.

Trummel concurred and said the reply would be forwarded to committee members once received.

“I’m skeptical of the reaction to doing away with a Search Committee entirely,” he said.

Architectural review committee

Another bylaws issue raised by the work group is board oversight of the Architectural Review Committee.

Trummel said association bylaws give the board authority to establish and enforce polices, including fees and procedures, for Architectural Review, which was originally designated as the Environmental Control Committee.

“There’s a provision … in [declaration of restrictions] that decisions of ARC are final,” he said.

Adding a layer of confusion to that subject, the association’s declaration of restrictions created after 1995 reference an appeals process

“The process of the appealing is supposed to be outlined in the ARC guidelines but that has never been done,” he said.

Trummel said the work group wondered if the appeals provision oversteps the authority granted to architectural review.

“That question has been around for years,” he said.

Trummel said to try and address the uncertainty, the work group has suggested requesting board permission to seek a legal opinion from Ocean Pines Association Attorney Jeremy Tucker.

Trummel said once final comments are received from Bylaws Committee members, he would email a list of questions to Rogers to forward to Tucker.

The next Bylaws & Resolutions Committee meeting is scheduled for July 9 at 1 p.m.