ca and other sub- association responsibilities.pdf

7/28/2019 CA and Other Sub- Association Responsibilities.pdf

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March 8, 2006

The following document is not a final copy and is currently under

discussion and subject to revisions.


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Administeringthe New Town of

Columbia

"A Cooperative Endeavor"

Approved: September 14, 2000

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Executive Summary

Section 1 - Introduction

1.1 - Mission Statement1.2 - Background1.3 - Definitions/Abbreviations

Section 2 - Roles / Responsibilities

2.1 - Corporate Directors (General)2.2 - Columbia Council Representatives2.3 - Community Associations2.4 - Sole Responsibilities2.4.1 - Community Associations2.4.2 - CA2.5 - Joint/SharedResponsibilities

Section 3 - Enabling the Cooperative Partnership

Section 4 - Assessing Accomplishments

Section 5 r Funding

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Executive Summary

The purpose of this document is to establish in writingthe basis for a cooperative relationship between the

Columbia Association and the ten Community Associations inColumbia. The document describes the various roles andresponsibilities of each party. In particular, threejoint/shared responsibilities are discussed: Covenants,Civic Activities, and Operation/Maintenance/Development ofCommunity Facilities and Services. These joint/sharedresponsibilities provide the rationale for why the ColumbiaAssociation provides resources (both facilities and money)to the ten Community Associations. This document describesthe ideal relationship between the Columbia Association andthe Community Associations as a cooperative endeavor -dedicated to best providing for the common good and social

welfare of the people of Columbia. The document stresses theimportance of mutual respect, willingness to work togetherand effective communication as crucial to the success of acooperative endeavor. The document recognizes that anyprovision of funding must be matched by a responsibility toreport on how the resources are used to fulfill thejoint/shared responsibilities. The highlights of thisdocument include to:

1. Provide an understanding of legal responsibilitiesof Boards of Directors in the State of Maryland, inparticular, the two primary obligations (duties): aDuty of Care and a Duty of Loyalty.

2. Provide an acknowledgment that each Board ofDirectors has unique responsibilities, which cannotbe delegated to another body.

3. Provide an understanding of the roles of theColumbia Council Representatives, the Boards ofDirectors of the ten Community Associations, andtheir joint/shared responsibilities.

4. Request the establishment of a standing CA/VillageCommit-tee to replace the Village Relations TaskForce.

5. Request that the Boards of Directors of all partiesmeet at least annually.6. Require each Columbia Community Association to:

maintain a cash reserve, remain non-profit,maintain an active covenant enforcement process,and provide all required reports to the ColumbiaAssociation in timely manner.

7. Identify the resources that the ColumbiaAssociation will need to provide to enable therelationship to succeed.

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Require each Community Association to report onCovenants, Financial Matters, and Provision ofCommunity Activities/Services/Facilities.

9. Require an independent audit of each CommunityAssociation be completed at least once every threeyears.

10.Require the Columbia Council and the Board ofDirectors of a Community Association to meet, atagreed upon intervals, for a review and discussionof the relationship.

This document should be reviewed on a five- (5) yearschedule jointly by the Columbia Association and theCommunity Associations.

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Section 1 - Introduction

1.1 - Mission Statement

The Village Relationship Task Force was formed, underthe auspices of the Columbia Association (CA) and the tenCommunity Associations, for the purpose of improving theworking relationships of the Community Associations and CA.The Task Force was comprised of representatives from theCommunity Associations and CA.

The Community Associations and CA have, as their utmostresponsibility, the promotion of the common good and socialwelfare of the people of Columbia. Establishing andmaintaining close working relations that are meaningful,respectful, and based upon mutual trust are essential to theoverall success of the community.

The Task Force was charged with developing a plan forimproving and fostering good working relationships among theCommunity Associations and CA using five initial identifiedgoals. These goals include, but are not limited to:

1. Defining roles and responsibilities, including thoseexclusive and joint/shared;

2. Improving communications, with emphasis onresponsiveness and timeliness;

3. Refining the budgeting/reporting mechanisms;

4. Defining measures of success; and

5. Reviewing and revising the Village/CA ManagementContract and other relevant documents.

Specific areas of concern included strengtheningcovenant policy, the-operation and maintenance of communityfacilities and services, and Community Associationallocations.

Maintaining effective working relationships is acontinuous process. As part of this process, the Task Forceserved to foster understanding and good will between theCommunity Associations and CA as each party exercises theirrespective duties and responsibilities in administering thenew town of Columbia.1.2 - Background

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The new town of Columbia is situated on 14,500 acres ofland in Howard County, Maryland. James Rouse founded it in1967. The town of Columbia is not an incorporated city. Indesigning Columbia, James Rouse created two structures to

administer the city, Community Associations and the ColumbiaParks and Recreation Association (CPRA). Both structuresjointly share responsibility for the administration ofColumbia. As of the creation of this document, there are 10Community Associations in the town of Columbia.

DS - Dorsey's SearchHC - Harper's ChoiceHR - Hickory RidgeKC - Kings ContrivanceLR - Long ReachOM - Oakland MillsOB - Owen BrownRH - River HillTC - Town CenterWL - Wilde Lake

Each Community Association is an independent, non-profit community service corporation chartered under thelaws of the State of Maryland. Each Community Associationhas Articles of Incorporation and By-laws, which define itspowers and duties. To be a member of a particular CommunityAssociation, one must either own land or rent property,which is subject to that Community Association's Covenants

document. It should be noted that both Kings Contrivance andRiver Hill have modified documents so that membership intheir respective Community Association is open to allresidents 18 years or older. A Board of Directors runs eachCommunity Association. An officer, known as the VillageManager, handles the day to day affairs of the CommunityAssociation. The Board of Directors of each CommunityAssociation appoints the Village Manager. In addition, eachCommunity Association is entitled to elect onerepresentative to the Columbia Council.

In addition to the 10 Community Associations, the new

town of Columbia also has the Columbia Association (formerlyknown as the Columbia Parks and Recreation Association, orCPRA). The Columbia Association is also an independent, non-profit, community service corporation chartered under thelaws of the State of Maryland. Its Charter and By-laws areseparate from the Community Associations. A Board ofDirectors also oversees the operation of the ColumbiaAssociation. The Columbia Association Board of Directorsconsists of the 10 Columbia Council Representatives plus thePresident of the Columbia Association (as an ex-officio

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member). The CA Board of Directors chooses the President andother Officers of CA. A unique feature of the ColumbiaAssociation is that the only members of the association arethe Columbia Council Representatives. In designing the

structure for Columbia, the Rouse Company chose not to haveeach property owner/renter be a member of CPRA. Instead,property owners/renters are members of CommunityAssociations. As members of a Community Association, theyare entitled to elect the Columbia Council Representative(who then becomes a member of CPRA). Columbia CouncilRepresentatives, as members of CPRA, are entitled to electthe people who will serve on the CA Board of Directors.Through this process, the Board of Directors of CA and theBoards of Directors of the Community Associations areaccountable to the members of the Community Associations.

In terms of administering Columbia, the key officialsare the Boards of Directors and Village Manager of eachcommunity association and the Columbia CouncilRepresentatives (also serving as the CA Board of Directors)and the Officers of the Columbia Association. Due tooverlapping charters of the eleven associations and the factthat each association is an independent entity underMaryland law, a cooperative endeavor between and among thevarious Community Associations and the Columbia Associationis necessary to ensure the successful administration ofColumbia.

It should be noted that neither the ColumbiaAssociation nor the community associations are politicalentities. They are independent not-for-profit corporations.

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1.3 - Definitions/Abbreviations

The following terms / abbreviations are used in thisdocument:

CA = the Columbia AssociationCA Board = the Board of Directors of CAColumbia Council = the entity composed of the ten

representatives elected from theCommunity Associations

Columbia = all land within Howard County, Marylandsubject to the CPRA Covenants

CPRA = the Columbia Parks and RecreationAssociation, the former name of CA

HRD = Howard Research & DevelopmentCorporation

Partnership = as used in this document, partnership isan association of two or moreindependent entities working inconcordance to provide a service /enterprise. It is not intended tosignify the creation of a new legalentity.

Village = a Community AssociationVillage Board = the Board of Directors of a Community

Association

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Section 2 - Roles / Responsibilities

In implementing a cooperative partnership, it is

important to state clearly the roles/responsibilities ofeach party. Since administration of Columbia is splitbetween the Community Associations and CA, the roles andresponsibilities have the potential to overlap. This sectionwill discuss the roles of the Boards of Directors ofCommunity Associations, the roles of the CA Board ofDirectors, sole responsibilities, and then jointresponsibilities. It should be noted that this section dealswith the Columbia Council Representatives since they appointthe CA Board of Directors. Similarly, the Village Boardroles were chosen since they appoint the Village Manager.

2.1 - Corporate Director (General)

As previously stated, all eleven associations are non-profit corporations chartered under Maryland law. Each isgoverned by a Board of Directors. The Board of Directors, asthe governing body of a Corporation, has the responsibilityand the authority to direct the Corporation. Only the Boardof Directors or duly authorized Officers or representativesmay legally obligate the Corporation. Maryland law specifiescertain general responsibilities and duties of a corporatedirector for any non-profit corporation. These

responsibilities and duties apply equally to the VillageBoards and the CA Board of Directors. It is important that acorporate director understand his or her responsibilitiesand duties under Maryland law.

The principal responsibility of a corporate director isto promote the best interests of the corporation indirecting the corporation's business and affairs. Thecorporate directors carry out this responsibility byoverseeing the management of the corporation with thefollowing actions:

approve fundamental operating, financial, and othercorporate plans, goals, objectives, and strategies;

evaluate the performance of the corporation and itssenior management;

select, regularly evaluate and fix the compensationpackage of senior management; and

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adopt policies of corporate conduct, includingcompliance with applicable laws and regulations, andmaintenance of accounting, financial and othercontrols.

In order to be effective and meet legal obligations,corporate directors should be satisfied that there is timelyreporting on:

current business and financial performance and thedegree of achievement of approved objectives;

financial statements;

compliance with law and corporate policies; and

material litigation and regulatory matters.

Corporate directors should also be satisfied that the:

corporation's disclosure documents present all materialinformation fairly and accurately;

corporation's policies comply with applicable laws andregulations;

corporation has effective systems in place for approvalof commitments of the corporation's resources;

corporation maintains an adequate system of internalcontrols;

corporation maintains an adequate program for theprotection of the corporation's assets; and

corporation provides board members competent legaladvice (as required) regarding the corporation'saffairs and the conduct of its corporate directors.

In carrying out their functions, corporate directors

are subject to two primary obligations (duties): a Duty ofCare and a Duty of Loyalty. The Duty of Care requires acorporate director to participate in the decisions of theboard of directors and to be informed as to data relevant tosuch decisions. Basically, the Duty of Care requires acorporate director:

to be reasonably informed;

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to participate in decisions (to include regularattendance at meetings and to exercise independentjudgment on all corporate matters); and

to participate in the affairs of the corporation ingood faith and with the care of an ordinarily prudentperson in similar circumstances.

The Duty of Loyalty requires corporate directors to exercisetheir powers in the interest of the corporation, not intheir own interest or the interest of another entity orperson. Corporate directors must disclose any conflicts ofinterest and act with candor and care in dealing with anysuch situations.

The Board of Directors of a corporation does not

operate the day to day business of the corporation. Itdelegates that function to other people such as seniorstaff. However, the Board of Directors must set policies andoversee the corporate agents/senior staff.

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2.2 - Columbia Council Representatives (CA Board ofDirectors)

A member of the Columbia Council represents the members

of a particular Community Association and is a non-votingex-officio member of the Board of Directors of thatparticular Community Association. The representative is alsoa member of the CA Board of Directors. The roles of arepresentative can be grouped into the following categories(in alphabetical order).

1 . Advocacy exercise community leadership balancing village needs

in the context of total community requirements represent Columbia/CA before various boards /

commissions / organizations such as the County, State,

and HRD support Community Association advocacy efforts be a positive image maker for CA

2 . Assistance to Community Association empower Community Associations to allow them to perform

their duties assist Community Associations in the operation,

maintenance, and development of community facilities

assist Community Associations in the development,operation, and maintenance of community services

assist Community Associations in the covenantenforcement process

3. Sponsorship of Civic Activities sponsor activities and programs which enhance the sense

of community

4. Oversight of the Columbia Association (in capacity as CABoard Member)

develop policy and set strategic direction hire the President and other Officers, measure

performance and hold accountable for results

maintain oversight/responsibility for CA property maintain oversight/responsibility for CA fiscal matters maintain oversight/responsibility for CA contracts

These duties/roles/responsibilities are based upon theCharter of the Columbia Association (equivalent to theArticles of Incorporation). The Charter states

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" . . . T h e purposes for which the Corporation is formed areas follows:

To organize and operate a civic organization whichshall not be organized or operated for profit, but which

shall be organized and operated exclusively for thepromotion of the common good and social welfare of thepeople of the community of Columbia and its environs...

The Corporation shall have no members other than theColumbia Council Representatives, as hereinafter defined,and no part of the net earnings of the Corporation shall atany time in any manner inure to the benefit of any member,director, or individual. No substantial part of theactivities of the Corporation shall consist of carrying onpropaganda or otherwise attempting to influence legislation...nor shall it in any manner or to any extent participate inor intervene in (including the publishing or distribution oftatements) any political campaign on behalf of anycandidate for public office; nor shall the Corporationengage in any activities that are unlawful under applicableFederal, state, or local laws."

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2.3 - Community Associations

Boards of Directors of Community Associations arefocused upon their particular Community Association. Theirroles can be grouped into the following categories (inalphabetical order):

1. Advocacy represent the community before various boards /

commissions / organizations such as the ColumbiaAssociation, County, State, and HRD

request/propose changes to enhance the community (suchareas as transportation, education, safety,environment, and civic issues)

develop policy for the Community Association

2. Assistance to the Columbia Association

assist CA in the operation, maintenance, anddevelopment of community facilities

assist CA in the development, operation, andmaintenance of community services

provide input to CA regarding CA policies, plans,budgets, etc.

3 . Covenants develop covenant enforcement process for Community

Association

oversee covenant enforcement process provide for volunteer participation in the covenant

enforcement process

4. Oversight/responsibility

oversee Community Association property oversee Community Association fiscal matters oversee Community Association contracts oversee Community Association officials oversee Community Association policy development

5.Oversight of Election of the Columbia CouncilRepresentative develop and supervise the election process resolve elections disputes/problems

6. Referral and Communication provide referral services for community provide information to the community (through such

vehicles as newsletter, Web site, etc.) acquire information from the community

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7. Sponsorship of Civic Activities to Enhance Sense ofCommunity

offer classes and programs for the community

offer special activities and events for the community

Where do these roles/responsibilities come from? Most arebased upon the Articles of Incorporation for a CommunityAssociation. As an example, consider the Articles ofIncorporation for Harper's Choice Community Association. Thefollowing is quoted from this document:

" . .. T h e purposes for which the Association is formed areas follows:

To organize and operate a nonprofit civic organization,which shall be organized and operated exclusively for thepromotion of the health, safety, common good, and socialwelfare of the owners of property in, and the residents of,that area of Columbia, a new town being developed in HowardCounty, Maryland, by The Howard Research and DevelopmentCorporation, a Maryland corporation (hereinafter referred toas "HRD"), known as the Village of Harper's Choice (the"Property")_

For the general purpose aforesaid, and limited to thatpurpose (hereinafter sometimes referred to as the

"Purpose"), the Association shall have the followingspecific purposes:

1. to do any and all lawful things and acts within itspowers, as hereinafter set forth, which theAssociation from time to time may deem to beappropriate in order

.ta benefit, aid, promote and

provide for peace, health, safety, convenience,comfort and the general welfare of the owners ofproperty in, and the residents of, the Property;

2. to assist CPRA in the conduct of its activities andperformance of its responsibilities relating to the

operation, maintenance and development of communityfacilities and services within Columbia, andparticularly that part thereof forming theProperty...

3. to provide an organization through which owners ofproperty in, and the residents of, the Propertyshall be represented, by a member of theAssociation, on the Columbia Council, anunincorporated association, the membership of whichwill be composed of representatives of various

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associations in Columbia which have been approvedby CPRA, said Council, in turn, being entitled tonominate from among its membership, persons to beelected and serve on the Board of Directors ofCPRA, all as provided in the Articles ofIncorporation of CPRA; and

4. to operate and maintain any and all property orfacilities which it may acquire for the use andbenefit of its members.

Solely in aid of the Purposes of the Association, theAssociation shall have the following powers:

6. to make contracts, incur liabilities, and borrowmoney and to issue bonds, notes, or otherobligations and secure the same by mortgage or deedof trust of all or any part of the property,franchise or income owned by the Association and toguarantee the obligations of others in which it maybe interested for the furtherance of the Purposesof the Association,

7. to undertake and prepare or cause to be preparedstudies, plans, recommendations, budgets and anyother similar things (for submission to any publicauthority, civic group or association, CPRA, or forits own use) which relate to any phase or aspect ofthe physical, social or cultural development of theProperty or Columbia as a whole, and to create or

cause to be created, committees and otherorganizations for the supervision andimplementation thereof;

8. to engage in and sponsor civic activities relatingto the cultural, educational, social and civicaffairs of the owners of property in, or residentsof, the Property, or Columbia as a whole, and toappear before and represent its members in ofbefore other civic groups, associations, boards orother like organizations;

9. to sponsor, engage in, conduct and encouragecultural, educational, social and civic and other

beneficial activities relating to the Property, orColumbia as a whole;10.to have and exercise to the extent necessary or

desirable for the accomplishment of the aforesaidspecific purposes and to the extent that they arenot inconsistent with the Purposes of theAssociation, any and all powers conferred uponcorporations of a similar character by the GeneralLaws of the State of Maryland."

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The duties/roles/responsibilities associated with Advocacy,

Assistance to CA, Referral and Communication, andSponsorship of Civic Activities come from the Articles ofIncorporation. The duties/roles/responsibilities associatedwith Covenants come from the Architectural Covenants for

each Community Association. The duties / roles /responsibilities for Oversight and Elections come fromMaryland State Law, the Articles of Incorporation, and theBy-laws for each Community Association.

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2.4 - Sole Responsibilities

2.4.1 - Community Associations

A Community Association has the power to do any and alllawful things and acts within its powers (as allowed by thecommunity association documents and Maryland law) which theassociation may deem appropriate in order to benefit, aid,promote, and provide for the peace, health, safety,convenience, comfort, and general welfare of the members ofthe association. The Community Association was formed solelyto promote the health, safety, and common good and socialwelfare of the members (owners/renters/residents) of thatassociation:

Oversight/supervision of Community Associations

By law, Community Association Boards of Directors areresponsible for the affairs of their respectivecorporations. This includes determination of the financialsystem to be used by the corporation.

> Elections

Only Community Associations can conduct elections fortheir board of directors and Columbia CouncilRepresentatives. They set the rules and hold elections.

Referral and Communication

Community Associations have the legal responsibility toinform the members of their corporation about associationactivities/affairs.

2.4.2 - CA

Consistent with the authority set forth in the Amendedand Restated Charter of the Columbia Association, Inc.effective May 1, 1991, the Columbia Association has sole

authority for

managing day-to-day operations responding to/supporting the Council and CA Board of

Directors implementing the CA Board's policies and objectives efficiently administering CA resources budgeting, strategic, and financial planning evaluating the effectiveness of programs and activities

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planning and executing programs providing information to the public maintaining effective relationships

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2.5 - Joint/Shared Responsibilities

> Covenants:

There are 11 separate Covenant documents in Columbia.Each Community Association has its own ArchitecturalCovenant document while all land in Columbia is also subjectto the CPRA (CA) Covenants. Enforce of the covenants (interms of building and maintenance) is the jointresponsibility of CA and each Community Association (as perthe legal documents). Authority for enforcement of theCovenants resides in the Covenant document for eachCommunity Association and is unique to that CommunityAssociation, along with CA. The CPRA Covenant is concernedwith the CPRA assessment, the use of funds, and the use of

community facilities.

Operation, maintenance, and development of communityfacilities AND development, operation, and maintenance ofcommunity services:

CA has an obligation to provide community facilitiesand services. Each Community Association, as part of itsArticles of Incorporation, has a responsibility to assist CAin the development, operation, and maintenance of communityfacilities and services within Columbia as a whole and in

particular, those facilities/services in their respectivevillage.

> Civic activities:

Both CA and the Community Associations are non-profitcivic associations created to provide services to residentsof Columbia. Both provide civic activities, either solely orjointly.

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Section 3 - Enabling the Cooperative

Partnership

"Partnership", as used in this document, is anassociation of two or more independent entities working inconcordance to provide a service/enterprise. Successfulpartnerships are composed of entities working together forthe common good.

The term PARTNERSHIP has been specifically chosen todescribe the ideal relationship between CA and the CommunityAssociations. CA and the Community Associations are eachindependent corporations with significant differences. Themost significant difference is in size and scope of thecorporations. CA is a multi-million dollar corporation withhundreds of employees, numerous buildings, and other assets;the Community Associations are smaller corporations withvery few employees. The scope of Community Associationfunctions is generally smaller than the scope of CA. Theprimary focus of each Community Association is itself. Dueto the disparity in size and scope, care must be taken toprevent adversarial relationships from developing. Theautonomy of all eleven Corporations must be recognized andappreciated. It is essential that trust and respect beestablished among all parties.

To enable this cooperative partnership to succeed,several things must occur:

1. Acknowledgment of the independence of each party

2. Mutual respect

3. Understanding the duties/roles/responsibilitiesof each party

4. Willingness to woik together to benefit Columbiaresidents

5. Provision of resources to include adequate andstable funding

6. Process for resolving problems/grievances

7. Effective communication

Implementation:

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Adoption of this Cooperative Partnership Agreement

The adoption of this cooperative partnership concept byall eleven corporations addresses items one through four (aslisted on the previous page). This document states theindependence of each corporation. It lays out the roles andresponsibilities of all parties. It demonstrates awillingness to work together to benefit the residents ofColumbia, and it focuses on a mutual respect for allparties. This cooperative partnership is a joint effortbetween CA and the Community Associations. The adoption ofthis partnership concept will significantly improverelations between CA and the Community Associations and willdemonstrate to the residents of Columbia that all partiescan and will work together.

Provision of resources

The cooperative partnership cannot survive withoutadequate resources. Resources include money, buildings, andpeople. The Community Associations do not have the financialresources of CA and so must depend upon CA, to a certainextent, to provide adequate resources to meet the sharedresponsibilities. CA also has a vested interest in providingresources to ensure that the Community Associations canconduct elections (since the elections involve the ColumbiaCouncil Representative) and that the Community Associationsprovide adequate supervision as required by corporate law.

Adequate resources allow all parties to fulfill theirresponsibilities / obligations as presented in thiscooperative partnership document.

CA provides community facilities for each CommunityAssociation. These facilities are the property of CA. Inorder to enable this cooperative partnership arrangement, CAgrants the Community Associations the right to operate thesecommunity facilities. The operation of each facility isgoverned by a Management Contract negotiated between CA andeach Community Association.

Funding provided by CA to the Community Associations isof two types: direct to the Community Associations andindirect to the Community Associations. Direct funding isthe actual cash given to the Community Associations tooperate. Indirect funding includes the money paid by CA forthe interest on the funds borrowed to construct the variouscommunity facilities and the funds paid by CA to administerits portion of this arrangement. The amount provided forindirect funding is fixed in that CA must repay the fundsborrowed and in that CA determines its costs to oversee its

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portion of this arrangement. Direct funding is more flexiblethan indirect funding and must involve the CommunityAssociations in its determination. Section 5 discuses ingreater detail, the direct funding to be provided by CA toeach Community Association.

Since CA provides both funding and facilities to theCommunity Associations,it is incumbent upon the CommunityA

-

7s"biations to account for theseresnrnes. Section 4 oftnis document discusses accounting for such resources.

In addition to adequate res~c urces stabi 1 ; ty muet JDeprovia

-

a. : - e . . ' - . ,s the CommunityAssoc ions to . -t e . - onsibilities andnot to be in c. . Par over fundir i g Ita lows for long range planning. The adoption of thiscooperative partnership arrangement will provide the

stability required.

Creation of a Standing CA/Village Committee

To address item six, CA and the Community Associationsneed to create a joint committee, which will meetperiodically, to resolve any problems or grievances. Thecommittee should consist of seven members, each of whomserves a one-year term, The CA Vice President of CommunityServices shall be a member. The Columbia Council shallappoint three members. And three members shall be designatedby the Community Associations (one member from a CommunityAssociation rotated alphabetically through all ten CommunityAssociations; each Community Association, when its turn for

serving on the committee occurs, will determine whom toappoint).

> Communication

Communication is very important to the cooperativepartnership. The Columbia Council/CA Board of Directors andthe Community Association Boards of Directors should meet atleast annually. Each Community Association should ensurethat CA receives a copy of its Board of Directors agendasand minutes. CA should ensure that each CommunityAssociation receives a copy of the Columbia Council and theCA Board of Director agendas and.minutes. The use of e-mail

Associa ions o ena.le this cpeople and. the attention o'a

aft. le CommunitfiZp implement their portions of this arran.ement.

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and Web pages to distribute information is stronglyencouraged. All eleven corporations should have a presenceon the Web.

At times, information to be shared may be considered

confidential (including, but not limited to, attorney-clientcommunications, negotiating strategies for contracts, etc.).Sharing this type of information could lead to inappropriatedisclosures. All parties to the sharing of this type ofinformation must be aware of their respectiveresponsibilities to protect this information fromdisclosure.

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Section 4 - Assessing Accomplishments

Success is a relative term and involves assessingaccomplishments. The process of assessing accomplishments

must be matched to each Community Association. CommunityAssociations are diverse and diversity is good. EachCommunity Association is unique. Each Community Associationdetermines how best to meet its responsibilities. CommunityAssociations and the services they provide can be different.Assessing accomplishments should involve setting goals.Since each Community Association is unique, each CommunityAssociation needs to set goals for itself. Assessingaccomplishments would then be done by comparingaccomplishments to goals.

There are certain goals achieved annually by Community

Associations that are acknowledged as being central to theCommunity Associations' missions. All CommunityAssociations will accomplish these basic goals whilemaintaining their non-profit status. The ManagementContract will outline specific reports to be filed and theirtiming.

> Advocacy:

GOAL - offer advocacy services through theCommunity Association office and the VillageBoard.

Submit an Annual Report to CA detailing theservices provided by the Community Association.

Accounting, Reporting and Personnel Management:

GOAL - provide to CA reports mutually agreed uponthrough negotiation of the Management Contract.

Assure that proper and appropriate accounting and

,personnel management techniques are employed.

Covenant Compliance:

GOAL - offer services ofcovenant advisor and anarchitectural committee such as ResidentArchitectural Committee (RAC) or ExecutiveArchitecture committee (EAC).

Submit an annual report to CA that includesstatistics relating to this function. This report

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may be included in the overall Annual Report.

i Information and Referral:

GOAL - offer information and referral services

through a newsletter, Web sites, or by makingavailable appropriate brochures and press releasesat the Community Association office. Offerinformation and opportunities to newcomers thatwill allow them easier assimilation into CommunityAssociation and Columbia life.

Include information on meeting this goal in theAnnual Report to CA.

Programming and Special Events/Facility Rentals andLeases:

GOAL - offer programming, classes, or specialevents and offer rentals and leases. Offer ratesat least 10% lower to assessment payers. Offeropportunities for feedback on services.

Submit a Facility Use Report as part of the AnnualReport to CA.

In addition to these basic goals, each CommunityAssociation may, if it so chooses, develop other goals andstrategies to implement them. If these other goals are

developed, they may be shared with CA.

In addition to goals for Community Associations, thereare also goals for the Columbia Council/CA. The basic goalsfor the Columbia Council/CA are as follows:

Advocacy

GOAL - represent Columbia/CA before various boards/ commissions/ organizations such as the County,State, and be a positive image maker for CA.

Produce an Annual Report detailing the advocacyefforts of CA during the past year.

i Assistance to Community Associations

GOAL - offer resources to the CommunityAssociations as specified in this document and themanagement contracts.

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Produce an Annual Report detailing the resourcesprovided to Community Association by CA during thepast year.

Civic Activities

GOAL - sponsor activities and programs whichenhance the sense of community in Columbia.

Produce an Annual Report detailing the civicactivities/programs offered by CA during the pastyear.

Accounting, Reporting, and Personnel Management

GOAL - assure that proper and appropriateaccounting and personnel management techniques areemployed.

Produce quarterly fiscal reports and prepare anend-of-the-year report on CA's fiscal health.

At least once every three years, each CommunityAssociation will engage the services of an independentauditor and the results will be shared with CA. At agreedupon intervals, the Columbia Council and each Village Board

will meet in a special, open meeting to review the CommunityAssociation's use of facilities, to review the ways in whichthe Community Association uses the funds provided by CA, andto discuss other issues of mutual interest.

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Section 5 - Funding

On April 24, 1997, the Columbia Council unanimouslyapproved a new allocation model for funding Community

Associations. This allocation model replaced all othermodels and formed the basis for funding CommunityAssociations. This allocation model resulted from theVillage Managers working with CA management to determine anew base figure for funding for each Community Association.This was an extensive process that did a zero-based reviewof each Community Association's expenses. Previousallocation assumptions were re-examined and new approacheswere explored. Common elements among the CommunityAssociations were identified, as were differences inphysical plants, demographics, emphases and expectations ofVillage Boards, income potential, and characteristics of

villages and neighborhoods.

Based upon this allocation model, CA and the CommunityAssociations agree to the following procedures:

1. In FY-1999 a new baseline figure was establishedfor each Community Association. Each fiscal yearafter FY-1999, the baseline figure will beadjusted. This adjustment to the CommunityAssociation allocations will be tied to CA's annualbudget assumption. This number will be provided tothe Community Associations by CA staff as early as

possible.

2. Community Association budgets will be presented forapproval to the appropriate Community AssociationBoard of Directors, who provide fiscal oversightfor their Associations.

3. Once approved by the Community Association Board ofDirectors, the Community Association budget will besubmitted to the CA Vice President of Community -Services for CA's review and approval, as requiredby the Management Contract.

4. The Columbia Council will review and approveadjustments to the base allocation for anindividual Community Association whenever a majorchange in Community Association operations occurs(e.g., change in number of facilities, covenantadvisor hours, or benefits).

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5. The Community Associations will report variousfiscal matters to CA using the charts and reportsas specified in the Management Contract.

6. An All-Village Contingency Fund will be established

to deal with exceptional needs. An exceptional needis an unanticipated one-time expense. Any changethat will be ongoing will require a change in baseallocation.

7. The All-Village Contingency Fund will be funded bycontributions from the villages. The strong senseof community among the villages is thus bothrecognized and affirmed.

8. Community Associations must maintain cash reserves.The Community Association limitation on cash

reserves will be 18% of previous year's operatingexpenses. Any excess will be added to the All-Village Contingency Fund.

9. The All-Village Contingency Fund will be capped at5% of CA's total Community Association allocationfor a given year. Any excess will be returned tothe Columbia Association general fund.

10.The All-Village Contingency Fund will beadministered by a committee, to meet on an ad hocbasis. A Community Association applying for agrant from the Fund must justify its need to thecommittee.

a) The CA Vice President of Community Services, threeVillage Managers and one Columbia CouncilRepresentative will make up the committee.

b) Committee membership will rotate annually amongthe Community Associations. In a year in which thepetitioning Community Association has a memberserving on the committee, that member will be

replaced by a representative from the nextCommunity Association in the rotation.

c) The full committeewill constitute a quorum.Decision will be by majority vote.

d) The CA Vice President of Community Services willbe responsible for maintaining the records for thefund. The fund will be exempt from anyadministration fee and CA fiscal process.

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11. A Community Association may request additionalfunds from CA, but CA is not obligated to fund therequest. Since CA has the ability to borrow largesums of money and due to the fact that CA owns thecommunity facilities, CA will cover capital costsfor community facilities. Such costs must beapproved as part of CA's Capital Budget.

To finance construction of community facilities, CAhas issued bonds. In issuing these bonds, CA has enteredinto a Trust Agreement which places certain restrictions(such as reserve requirements, ability to create liens onfacilities, etc.) upon CA. The Columbia Association isbound by the terms of a Trust Agreement, dated 30 January1973, as amended, under which the Columbia Association hasissued approximately $80 Million dollars (as of August

2000) of its bonds to finance community facilities. CAwill not approve any request that contradicts the terms ofthis Trust Agreement.

Funding solutions must be addressed to account forpersonnel changes which tool effect July 1, 1999 and theoutcome of the Village compensation study to be completedin the Fall of 2000.

This allocation model allows each CommunityAssociation to be adequately funded to achieve the goals of

the Management Contract between the Association and CA. Itallows each Community Association to achieve the communityservice objectives in its own documents and in CA's missionstatement. Through this allocation model the diversity ofthe community centers and of Community Associationsthemselves is acknowledged and celebrated. The allocationmodel will be reviewed periodically as this document isreviewed {every five years).

ca and other sub- association responsibilities.pdf

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