Feb-20th-2019 Board of Directors Ordinary Meeting Minutes

ARTICLE 1°: The session called to order at 10:02am with the following Members in attendance

President: Lourdes Valverde

Secretary: Andy Napier

Treasurer: Bill Friesen

Vocal 2: Rocío Villalobos

Vocal 3: Ahmed Berdugo

Fiscal: Dave Nelson

ORAC-AyA: Sebastián Martínez

Administrador: Marta Contreras

Late Arrivals

Vice President: Lindsey Cantillo

Vocal 1: Ivanna Alfaro

ARTICLE 2°: Sebastian Martínez was received for giving a training to the new Board, he explained the following important points:

1. The Board of Directors should proceed according to the regulations, providing a good service to the community, functioning as a Board, talking and engaging in dialogue, and making decisions for the benefit of the community.
2. Main ASADAS regulations are Ley 218, Reglamento de Prestación de Servicios Públicos de AyA, Reglamento Técnico de Aresep, Reglamento de Calidad del agua del Ministerio de Salud, which establishes every 6 months we should do water analysis.
3. President functions: signing with the secretary the acts in the legal book of acts and signing checks with Treasurer for the release of funds.
4. Secretary functions: writing the acts in the legal books. There are 6 legal books, first three are associates, Board meetings and assemblies’ books, these three are in possession of the Asada; the other three are Diario, Mayor and Inventario, the accountant is in charge of them.
5. A General Assembly is called at ½ of the period for accountability, in April, where we present: a President’s Report, Treasurer Report, and Fiscal report; for this Assembly, it’s not necessary to have a lawyer because it’s just informative.
6. An Annual General Assembly takes place in January and every 2 years, for the election of the Board Members. The presence of a lawyer is required, so the Act of this Assembly can be notarized by a lawyer and presented at the Associations Registrar for inscribing the new Personería Jurídica of the ASADA.
7. An Extraordinary Assembly is carried out also when a Board member has left or died and it´s necessary to replace that person in the Board.
8. For modifying the by-laws, it’s necessary to call to an Extraordinary Assembly, with eight days advance notice given to the Membership. By-laws changes need AyA’s approval for making sure the purposes of the Asada are not been altered.
9. Property owners who are also meter owners are the only ones who have the right to be an Associate; membership in the association is voluntary and the interested person needs to be recommended by 2 other Associates; the Board checks the Associate’s forms and gives approval, after that, the names of the new Associates are introduced in the Book of Associates.
10. Only Associates can vote in the assemblies, users who are not property owners can come and talk but don’t have the right to vote. At Assemblies it was recommended separating the seats into associates and non-associates, and, provide a way to identify Associates.
11. To represent an associate in the assembly, a notarized power of attorney is required. The person who is representing the associate can vote and nominate other associates for Board positions but can´t nominate the associate being represented by him/her, because, the associate is not present.
12. Treasurer functions: cheques signing with president or vice president, approving all expenditures, in case Bill is not here, Lourdes and Lindsay can sign a cheque; on the old regulation the treasurer was covered by a policy of fidelity in case of a robbery when he goes to the bank for depositing collected funds, but, in our case it does not apply because we don’t manage cash in the office; when people pay the bills, money goes directly into the bank accounts.
13. In the case of a large purchase, it is necessary to request three written quotes, then, the Board reviews and decides which one to accept; it’s not necessary to choose the cheaper one; the purchase agreement should be in the book of acts explaining three quotes were reviewed.
14. Vice-president functions: assuming the president’s roles when he/she is not able.
15. Vocals functions: assuming any Board member functions except for the president and vice president positions; for example, when secretary is not in a meeting, vocals can take the minutes.
16. Fiscal functions: supervising fully complying of the bylaws and regulations, and calling Extraordianry Meetings when required
17. There is quorum with 4 Board members without the fiscal. With quorum we can make agreements. In case of a tie in votes, the president breaks the tie with one more vote.
18. For initiating General or Extraordinary Assemblies, we need half of the associates total plus one more associate at first call; if there are not the required associates, the assembly should be initiated in the second call, one hour later, with the associates that are present, provided there be more present than the positions of the Board, being more than eight.
19. An agenda should be presented and approved at General Assemblies, just in case associates want to add another subject to the agenda.
20. A Board Member must be present at the time any vote is taking place in order to have their vote counted; they cannot leave a written or verbal vote in advance of a pending vote being taken; hence, the case could be moved to the beginning of the meeting.
21. About the election process, Sebastián said if instructions were given in English and Spanish about vocals election, and it was supported by the Assembly, it is acceptable; however, any Member can contest the assembly; prior, it is necessary to inscribe the new Personería Jurídica and it will be the Associations Registrar who will be the one responsible for contesting the assembly. He said he can´t be in the middle of Board fights, he is here just for advising Asadas, and that we need to focuson the community because service can be affected, the Asada’s Personería its expired since January 16^th 2019 and we can lose the right to function if don’t move forward.
22. About water availability certification: is given for building permits, land division, and surveying map endorsement at Municipalidad de Santa Cruz. We can´t give it if the new service will affect other existing services. If the person modifies the usage, we can remove their meter.

ARTICLE 3°: Andy distributed copies of the Bylaws of the ASADA and Marta will send electronic copies of the by-laws in English and Spanish to the Board.

ARTICLE 4°: it was suggested that Sebastián to come to another Board meeting in order to continue with the training.

ARTICLE 5°: Andy explained that the ASADA Bylaws proposed that the Board election was to take place within the first two weeks of January and the new Board would take effect January 17^th. Since the election took place later, he proposed to request the previous President and Secretary sign the minutes of the General Assembly, as they would have if the election had been held prior to the 14^th of January; Everyone present in agreement; Lourdes will send an email to Ray and Sherrie.

ARTICLE 6°: an official notice will be sent to people who applied for a water letter, saying we are delayed with the inscription of the new Board and by recommendation of ORAC, we can´t issue water letters until we get the new Personería Jurídica. A meeting may be scheduled to address the Water Applications once the Board of Directors is registered.

ARTICLE 7°: Monthly Board Meetings will be changed to first Wednesday of each month, to comply with the ASADA bylaws. Next meeting is scheduled for March 6^th at 4:00pm.

ARTICLE 8°: pending points of today’s agenda will be addressed at next meeting.

ARTICLE 9°: session closed at 1:05 pm.