Annual Meeting Resolution

WHEREAS, on March 23, 2020, the Governor of the State of Oregon issued an executive order directing Oregonians to stay home to the maximum extent possible except for when carrying out essential tasks like getting groceries, fueling vehicles, or obtaining health care. The order bans public gatherings of any size. This order is in effect for an undetermined amount of time. The order was issued because of the 2020 coronavirus pandemic involving the novel coronavirus 2019 and the disease caused by the virus, COVID-19. In addition, the President of the United States has declared an emergency in the State of Oregon because of the pandemic and has urged the citizens of the United States to not gather in large groups.

WHEREAS, the Homes Association of Cedar Hills (the Association) scheduled its annual meeting to be held on Tuesday, May 12, 2020, at Cedar Park Middle School, 11100 SW Park Way, Portland, Oregon. The annual meeting has for years been held at that middle school and generally has involved a gathering of no less than 100 members.

WHEREAS, all Oregon public schools have been closed until April 28, 2020 by executive order of the Governor of the State of Oregon and Cedar Park MiddleSchool has notified the Association that its May 12, 2020 reservation date has been canceled. Thus, the venue for the annual meeting that has been used for decades is not available and there are no suitable alternative sites for the meeting because of the number of people that usually attend the meeting and the logistics of conducting the meeting given the current pandemic.

WHEREAS, Article X, Section 2 of the Association’s Bylaws provides that the annual meeting shall be held on the second Tuesday of May of each year. Section 2 further provides that if the Board of Directors determines that it is not reasonably possible or that it is not in the best interest of the members of the Association to have the annual meeting on the second Tuesday of May of a particular year, the Board may designate a different subsequent date in May of that year as the date for the annual meeting for that year.

WHEREAS, the Board has determined, and by this resolution confirms that determination, that (1) to hold the annual meeting in May of 2020 would not be in the best interests of the Association and its members because there is good and sound reason to believe that it would put the lives and health of its members at risk; and (2) it is not reasonably feasible to arrange and hold the annual meeting in May because the middle school is not available in May to hold the meeting. Moreover, in light of the pressing health and financial issues presented by the pandemic to the members of the Association, the Board, and the employees of the Association, the Board has determined that, at this time, the time, cost, and logistics associated with trying, in a very short time frame, to hold an annual meeting in May by using a teleconferencing or video conferencing service is unwarranted even if it could be accomplished in a fair and lawful manner. More importantly, to force an annual meeting and an election in May might be deemed prejudicial to those who are running for the board the first time.

In light of the forgoing findings and determinations with respect to the current pandemic and the Association’s annual meeting:

IT IS HEREBY RESOLVED THAT:

1.     Article X, Section 2 of the Bylaws is amended to include the following sentence: “Notwithstanding the foregoing sentence, if the Board determines that for any calendar year it is not reasonably possible or that it is not in the best interests of the Association to have the annual meeting on the second Tuesday of May of that year, and if the Board also determines that an emergency or other exigent circumstances exist such that it is not in the best interests of the Association or the majority of its members to have the annual meeting during the month of May of that year, the Board may postpone the annual meeting and designate a different date in that year, no later than September 30, for the date of the annual meeting for that year. The term of any person elected to the Board at a meeting held later than the second Tuesday of May of any particular calendar year shall be reduced by the number of days between the date of the annual meeting that year and the second Tuesday of May of that year.”

As amended, Article X, Section 2 of the Bylaws will read as follows:

“Section 2. Annual Meeting. The annual meeting of the members of the Association shall be held on the second Tuesday of May of each year if not a legal holiday and if a legal holiday then on the next succeeding Tuesday not a legal holiday. If the Board of Directors determines that for any calendar year it is not reasonably possible or it is not in the best interests of the Association to have the annual meeting on the second Tuesday of May of that year, the Board may designate a different subsequent date in May of that year as the date for the annual meeting for that year. Notwithstanding the foregoing sentence, if the Board determines that for any calendar year it is not reasonably possible or that it is not in the best interests of the Association to have the annual meeting on the second Tuesday of May of that year, and if the Board also determines that an emergency or other exigent circumstances exist such that it is not in the best interests of the Association or the majority of its members to have the annual meeting during the month of May of that year, the Board may postpone the annual meeting and designate a different date in that year, no later than September 30, for the date of the annual meeting term of any person elected to the Board at a meeting held later than the second Tuesday of May of any particular calendar year shall be reduced by the number of days between the date of the annual meeting that year and the second Tuesday of May of that year. Written notice of each annual meeting shall be given to each member entitled to vote thereat, either personally or by mail or other means of written communication, addressed to such member at his address appearing on the books of this corporation or given by him to this corporation for the purpose of notice. All such notices shall be mailed or dispatched by the Secretary not less than ten days before such annual meeting and shall specify the place, the day and the hour of such meeting. Such notice shall also state the general nature of the business or proposal to be considered or acted upon at such meeting.”

2.     A new third sentence is added to Article X, section 2 of the Bylaws as follows: “If the Board determines that for any calendar year it is not
reasonably possible or it is not in the best interests of the Association for members to personally attend the annual meeting for that year, the members may participate by remote communication subject to guidelines and procedures adopted by the Board to insure, among other things, that only members participate at the meeting and that votes may be cast.”