Zoom Info:
Background on the Articles of Incorporation
As we discussed at the spring membership meeting, the AOIs define what the Civic Association is, who can be a member, and how it should be run. They are basically our constitution. Earlier this year, we learned that ours had not been properly filed since 1991, leaving much of Hollin Hills outside the Civic Association not to mention creating a number of conflicts between the operative AOIs and the ways CAHH currently runs, including some of the bylaws. For more background on these issues, see hollinhills.org/renovations.
We ask everyone to read through the new Articles, which will not only rectify these issues but provide a framework for future operations of the Civic Association. Thanks to your input and the work of Pia Trigiani, the Association’s lawyer, they reconcile earlier AOIs, current operations, and state law. We have provided an overview of the text on hollinhills.org.
Highlights of the new Articles include:
- Ensuring that every Hollin Hiller is eligible for membership by including a full list of the 488 Hollin Hills houses (this includes formalizing arrangements with homes that have long been considered eligible members of the Association even though not strictly within Hollin Hills, such as upper Range Rd and outer Brentwood Pl and Delafield Rd).
- Clarifying the membership categories and voting rights:
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- Voting is one vote per house, with a provision to allow long-term renters to vote in lieu of the owners of their house
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- Recreation members, those who are members of the Hollin Hills Pool and/or the Hollin Hills Pickleball and Tennis Club but not the resident members of the Civic Association, do not have voting rights in the Association
- Clarifying that voting members are entitled to vote on items required in the Articles of Incorporation and state law; other matters may be brought before the membership by the Board and/or consistent with the bylaws
- And clarifying the process for amending the AOIs.
Voting Procedures
A special meeting to vote on approving the new Articles of Incorporation will be held at 7 pm on December 1st at Sherwood Hall Regional Library as well as on Zoom. All members of the community are encouraged to attend. Voting begins at 8 am on Dec. 1.
Unfortunately, as we’ve relayed previously, the Association’s counsel has informed the Board that only those listed in the current (1991) Articles of Incorporation who are current members of CAHH are eligible to vote.
Given the importance of accurate record keeping for this election, we will be using a new system called Election Buddy. The software will carefully track the election while providing a full audit trail to ensure that decisions are legally binding. You will have the option to vote electronically from your own devices, at a computer kiosk, or via a paper ballot during the meeting. We have learned that the state of Virginia does not allow absentee ballots for non-stock corporations so those who cannot attend will have the option of voting remotely or designating a proxy. (If you designate a proxy your vote will be the same as the designee’s vote.) One week ago, eligible voters received an individualized email with the links specific to designate a proxy. On Dec. 1, those voters received a link to the official vote. Tara Ward (secretary@hollinhills.org) is happy to answer any questions you have about the process.
The ballot will cover two measures:
- An up or down vote to approve the amended and restated Articles of Incorporation. (Please note that the processes in the Virginia Non-stock Corporation Act do not allow for live amendments to the Articles or accepting only certain provisions, which is why the Board sought community feedback during the drafting phase.)
- A motion to allow the Board to postpone the Fall Membership Meeting (currently scheduled for Dec. 11) only if the State Corporation Commission has not yet accepted our new Articles of Incorporation thereby allowing all members of CAHH to vote on the slate of candidates and the budget. We are doing everything in our power to finalize the Articles before that meeting, but the Board thinks it is essential that all members be able to vote on these matters and would like the option to hold those elections after the Dec. 15th deadline listed in the bylaws should the bureaucratic process move slowly.
A Personal Note from the Board
We would like to thank all those who provided feedback on the Articles and/or the process either in writing or by speaking to us directly. As we hope you can see, we have learned a lot about the law that governs organizations like ours and thought deeply about not just how to solve our current problems but how to ensure that the Civic Association and Hollin Hills are strong and vibrant for the next seventy-five years.
As individuals and as a Board, we endorse and recommend the new Articles for your approval.
All the best,
Your Civic Association of Hollin Hills Board
