Governing Doc Amendments

UPDATE: May 9th - June 9th Voting Results
The results are in and the final tally is complete.  Please click here to download the voting results.  Because the documents remain out of compliance, the board will work to revise the structure of the vote and schedule a new vote. Details to come soon.
 
Introduction
Three governing documents determine the administration, operation and regulation of the not-for-profit corporation, Fishhawk Lake Reserve and Community, Inc. They protect FLRC owners by detailing their rights and responsibilities. They are supported by local ordinances, state statutes, and federal regulations.
 
These documents have been amended over the years since 1967 when the lake community was first developed.
 
  Document        
  Established & Recorded
  Amended and Recorded
  Recommended Amendments
 Declaration of Covenants, Conditions, and Restrictions (CC&R)
 May 23, 1967 Clatsop County
 
 May 26, 1967 Columbia County
 August 1, 1977
 October 13, 2004
 June, 2020
 Articles of Incorporation (AI)
 May 5, 1967
 Sept. 21, 1971
 Sept. 20, 1977
 May 23, 1994
 Sept.  2002
 June, 2020
 Bylaws
 May 5, 1967
 Sept. 21, 1971
 Sept. 16, 1980
 May 21, 1994
 May 28, 2003
 June, 2020
  
2018-2020 Amendment Process
The current amendment process included the following actions:
  • On January 13, 2018 Board voted "to retain Amanda Anderson of Anderson, Ballard, LLC, as legal representative for FLRC." 
  • On February 10, 2018 the Board passed a motion "to have Amanda Anderson execute a legal name change and amend the CC&Rs, Bylaws and Articles of Incorporation to bring them to current laws at a cost of no more than $8,000." 
  • On February 16, 2019 After receipt of the reviewed documents from the attorney, the Governing Documents Committee was appointed by President, Patrick McGillivary, and charged “to also review the documents and make recommendations to the Board." 
  • On May 11, 2019 the Board charged the Governing Documents committee to post the draft governing documents on the Bluestone and Hockley website along with a Change Form for owners to provide input into the revision process. The draft documents were available to all owners in May, 2019, on the B&H web site preparatory to holding community meetings to discuss them. 
  • On June 22, 26 and 30. 2019, three community meetings were held that were well attended. The documents were gone over in detail and participants were invited to submit Change Forms with their ideas. A Change Form was also put on the website. There were 21 change forms received between June 29 and July 12, 2019. The committee reviewed those and revised drafts of the governing documents were submitted to the Board along with a recommendation to poll owners to obtain feedback on 11 substantive changes before voting on the entire documents. The Board approved this recommendation. 
  • At the Annual Meeting on August 10, 2019 owners were given a survey containing the 11 substantive changes. Verbal discussion about these proposed changes occurred during the Annual Meeting which was well attended. Polling was open until August 17, 2019 and ballots were collected at the Annual meeting and at the HOA office. The majority of those who participated in the survey approved the proposed changes to the Governing documents, specifically to the CC&R and Bylaws. 
  • On September 7, 2019 the committee submitted revised Governing documents to the Board. The Board approved initiating a vote by the owners and requested a voting plan before that submission. 
  • On October 12, 2019, a document approval plan was presented to the Board for their approval. The Board decided to hold a work session on an electronic voting process in order to develop an electronic voting policy before proceeding with the Governing document voting. 
  • On October 18, 2019 an open Board work session was held to discuss community feedback from the recent election. It was decided that a policy would be developed and presented to the Board for approval. 
  • November/December, 2019: The three revised Governing documents were submitted to the HOA attorney for final review and a numbering system used for legal references. A crosswalk or bridge was developed detailing each change in the three Governing documents. A private web site was developed to assist owners in reviewing the three documents prior to voting on each. 
  • January 11, 2020: The Board was updated on the status of the Governing Documents. The web site created for the documents to be shared with the owners was suddenly withdrawn by its creator and was no longer available for use, other options were explored. The documents were been numbered using the legal format by our HOA attorney. As soon as the technical issues are resolved, the documents will be available for owners to see, both in printed form and online. The Voting policy was discussed but not approved. 
  • February 8, 2020: The Board was notified that the Governing documents could not be posted on the website until the new Fishhawk Lake website was completed. An attempt was made to use Google Docs instead to distribute them but it was determined that technical issues made that alternative not feasible. The Voting policy was approved by the Board. 
  • February 15, 2020: The Board was shown this web page for distribution of the Governing documents. A link to this page was sent via eblast to owners. The Board approved a motion to “follow our attorney’s advice and vote up or down on each of the three documents." 
  • April 11, 2020:  A Voting Policy was adopted by the Board.  The dates for the vote for the adoption of these revised governing documents was scheduled to run May 9th - June 9th.
  • May 9th - June 9th: This vote ran for a complete 30 days and reached quorum.  The results were unsuccessful with a near 50/50 split from the community. Revisions will need to be made and a new vote organized.
 
Examples of Federal and State Laws Governing FLRC
There are many Federal and State laws which govern HOA corporations.
 
Federal Oregon
 U.S. Constitution  Oregon Constitution
 Fair Housing Act  Oregon Planned Community Act (OPCA)
 Civil Rights Act  Oregon Non-Profit Organization Act (ONOA)
 Americans with Disabilities Act
 Oregon Revised Statutes (ORS)
 Federal Communications Acts  
 Environmental Protection Acts  
 
There is a legal hierarchy in which Federal and State laws supersede our Governing documents. The Governing documents hierarchy is:
  1. Federal Laws
  2. State Laws
  3. County and City Ordinances
  4. CC&R's
  5. Articles of Incorporation
  6. Bylaws
  7. Policies and Resolutions
 
The Oregon Planned Community Act (OPCA) (ORS 94.573) allows planned communities to elect to follow OPCA even if the HOA was formed prior to January 1, 2002, as FLRC was, by amending their documents to comply with OPCA. The 2003 Bylaws and 2004 CC&R revisions state that FLRC complies with the OPCA law. Specifically, Bylaws Article 10 states "These Bylaws are intended to comply with the provisions of the Oregon Planned Community Act, which are incorporated herein and to supplement the provision in the Declaration. In case any of the provisions hereof conflict with the provisions of said statutes, the statutory provisions shall apply."
 
In 2007, the OPCA (ORS 94.645) was amended by House Bill 2665 to remove the clause [Unless otherwise provided in the bylaws,] thus, making compliance with the OPCA mandatory for the Board to adopt a budget without a vote of the owners, as FLRC Bylaws then supported using that exclusion clause, that was now deleted by the legislature.  No longer could our Bylaws overrule the OPCA on budget approval.
 
The following summary details a review of revisions that were made to the current Governing Documents; Covenants, Conditions and Restrictions (CC&R’s), Articles of Incorporation (AI) and Bylaws to be in compliance with Federal and State laws per the advice of our HOA attorney, as well as editorial changes to correct spelling, grammar, capitalization or improve wording, administrative or custodial changes to update language usage or reflect actual practice, and substantive changes that are detailed in the Owners Crosswalk Guide.