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OPA holds two-day orientation for board of directors

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.