Proposed Bylaw Updates and Call for Community Feedback

As promised at the March 12, 2024 General Membership Meeting, the Sedgefield Neighborhood Association board has prepared an updated version of the bylaws. This update cleans up and clarifies portions of the bylaws while also addressing some specific issues raised by neighbors that did not make it into the March revision. A marked-up version is available for download and review here:

Sedgefield Neighborhood Association Bylaws - Proposed Changes, April 2024

We are asking the community to not only review this updated version and provide feedback on the suggested changes, but also to provide input on anything else in the bylaws that they would like to see addressed. Feedback will be collected, and all input will be discussed at the next general membership meeting.

At this time, there is no timetable on which a vote will be taken to adopt the next version. A vote will only be scheduled after everyone in the community has had adequate time to review and provide their thoughts. Finally, the bylaws will also be subject to a legal review before the next vote.

Just as was done for the last revision, the board has provided a summary of the key sections of the bylaws that have been modified:

• Article II, Section 1.a. - includes specific language that clarifies the meaning of the phrase "long term renter"

• Article II, Section 3.d. - specifies that any dues forgiveness due to financial hardship is a full board decision, and not up to any single member

• Article III, Section 2 - amended to include specifics on voting mechanics for officer elections

• Article III, Section 5.c. - clarifies the duty of the secretary to not only document meeting minutes, but also publish / communicate them to the general membership in the interest of transparency

• Article IV, Section 2.c - clarifies specific quorum requirements for both board meetings and general membership meetings

• Article IV, Section 4 - added language that clarifies the status of the association as a non profit, charitable organization operating in the state of North Carolina

• Article VI, Section 1 - generalized the beneficiary language in the event of dissolution

Any and all feedback on the bylaws should be submitted in written format to the Neighborhood Association's email address at: sedgefieldneighborhood@gmail.com.

Meeting Minutes - SNA Executive Board Meeting - April 23, 2024

Date: April 23, 2024

Board Members Present: Daniel Kapfhammer, Kevin Hofer, Neil Boss, Duncan Robinson, Jen Virion, Jeremy Whelan, Nicole Frambach (7 of 9)

Agenda / Notes:

Voted on the minutes from the previous meeting

• Jeremy raises motion to approve the minutes

• Kevin seconds

• Vote: 7 aye, 0 nay, motion passes

Bylaw discussion

• Duncan reviewed the updated / marked-up version of the bylaws

• Discussed the process by which this version should be reviewed and ultimately voted on

• Reviewed the communication plan (to the membership) about the review process

Events Review

• Just about all work in this area is dedicated to Sedgefest

• Next Sedgefest planning meeting scheduled for Wednesday, 4/24

• Sedgefield Chuch Cookout, cross promote to drive attendance

• Discussion / brainstorm of events post-Sedgefest:

  • Tree canopy inventory, in cooperation with Tree by Tree

  • Potential social event(s)

  • Board retreat (fall 2024)

Finance update

• Starting balance booked in the new bank account

• Financial report will be presented to membership at the August general membership meeting

• Treasurer will be present and available to review the report and answer any questions from membership about the report

Meeting Minutes - SNA Executive Board Meeting - March 25, 2024

Date: March 25, 2024

Board Members Present: Daniel Kapfhammer, Brian McHugh, Kevin Hofer, Neil Boss, Duncan Robinson, Jen Virion, Jeremy Whelan, Steve Lonnen, Nicole Frambach

Agenda / Notes:

This is the first meeting of the newly elected board.

Dan (President) kicked off the meeting at 7:35 p.m., then did quick introductions around the table.

Handover from previous board to the new officers

• Lessons learned over the last few years

• Meeting timeframe: monthly, going forward but likely requires more frequent meetings in the near term

Voted on the minutes from the previous meeting

• Jeremy raises motion to approve the minutes

• Kevin seconds

• Vote: 9 aye, 0 nay, motion passes

Bylaw discussion

• The board met, and is now operating under the newly adopted bylaws

• Next proposed iteration from the board will be "clean-up", largely operationally-focused

• Follow-up to this would be a public / general membership meeting to solicit feedback on more structural / strategic changes to the bylaws. Timeline on adoption is TBD

• Line item each of the amendments, to allow for most flexibility for adopting changes

Finance update

• We are registered as a non-profit corporation (essentially, an LLC)

• We have articles of incorporation, Sedgefield Neighborhood Association is the official name

• Changes / actions being taken

  • Remove previous officers from all of the filings and add new officers as appropriate

  • Treasurer is setting up financial systems to drive accountability, tracking and transparency

Sedgefest is 5/11 (11am - 4pm), day before Mother's Day

• Reviewing what's committed and what still needs to be done

• Calling a meeting for later this week, Thursday evening to finalize the scope of what needs to be done for the event.

SNA General Membership Meeting Minutes - March 12, 2024

Sedgefield Neighborhood Association General Membership Meeting
Date: Tuesday, March 12, 2024
Location: Sedgefield United Methodist Church
Time: 7:00 p.m.

Attendance: 49 adults

Pastor Tom kicked off the meeting, welcoming all in attendance

Current SNA Board Secretary, Laurie Hofer - kicks off the meeting, gives an overview of the agenda, then begins the introductions of the board election candidates.

Managing board, candidate introductions - each candidate took a brief moment to introduce themselves to the neighbors in attendance:

• Dan Kapfhammer

• Duncan Robinson

• Neil Boss

• Jeremy Whelan

• Kevin Hofer

• Steve Lonnen

• Brian McHugh

• Jamie Reis

Four candidates were not present at the meeting and therefore did not speak: Brad Bissell, Nicole Frambach, Chris Spencer and Jen Virion.

Note: for those that may not have seen the announcement on social media, two candidates (Beth Johns and Will Johns) withdrew their names from consideration, and therefore did not address the membership.

Moment of recognition of previous board members / volunteers - Laurie Hofer requested that any and all previous members of the SNA board please stand, so those in attendance could recognize their service with a round of applause.

Proposed bylaw discussion - existing SNA board officer, Duncan Robinson, ran neighbors through some of the proposed changes and the rationale behind why they were being made.

The floor was then opened up to membership for comments. A brief synopsis of their feedback is outlined below:

• Maureen Krueger

• Indicated that there may have been some confusion about which version of the bylaws was up for consideration / vote.

• Kyle and Lisa Kallander

• Expressed their feelings of discomfort with the overall transparency of the process (namely that the discussion and vote on the bylaws updates happened on the same night), and that the process overall felt a bit rushed.

• Regarding memberships for renters, the terminology needs to be more specific as "long-term" could mean different things to different people.

• While not necessarily opposed to offering hardship memberships, this type of approval should require a full board vote, and not the approval of just the President and Treasurer. This would limit the potential of any sort of impropriety among the executive committee.

• Will Johns

• Noted that the last set of bylaws passed before those up for the vote at the meeting, took 1 and 1/2 years to implement. Highlighting the concern that feedback from the membership should be accounted for in a more expedient manner. In response, Dan Kapfhammer committed to providing another draft of amendments in 45 days or less.

• Ann King

• Shared her feelings that voting in an election after the bylaws seemed illogical and maybe even a bit suspicious.

• As a resident of the neighborhood of 20+ years, of primary concern to her, is ensuring that control of the association remains "with the people" (i.e. is representative of the neighborhood overall).

• Noted that Marsh Rd. was misspelled in bylaws.

• Janelle Travis

• Advocated that the association use the fellowship hall at the church for membership meeting, so everyone can see and interact with each other more easily.

• Commented that she'd love to see more women in positions of leadership.

• Noted that she saw and spoke with a developer who indicated that the city council is not a fan of the UDO, and encouraged the membership to engage civic leaders to let their feelings on the UDO be known.

Announcement of vote / election results

• All ballots were completed and corrected

• Two volunteers were solicited from the membership to assist in the count. Thank you to Maureen Krueger and LG Hillebrand for their help in managing the vote tallying process.

Bylaw vote results - the updated bylaws were accepted with ~87% of the votes cast in favor of the changes.

	In-person	Absentee	Total
Accept	23	74	97
Reject	8	1	9
Abstain	1	5	6

Board election results - because the new bylaws were adopted, the new board election was officially triggered. The five executive committee position candidates were all running unopposed, which meant that the only contested positions were the at-large seats. The vote totals of the four candidates receiving the most votes follow below:

Candidate	In-person	Absentee	Total
Jen Virion	22	63	85
Nicole Frambach	22	56	78
Brian McHugh	27	50	77
Steve Lonnen	25	40	65

Congratulations to the newly elected board of directors:

President: Dan Kapfhammer
Vice President: Duncan Robinson
Treasurer: Neil Boss
Secretary: Jeremy Whelan
Communications Officer: Kevin Hofer
Member at large: Nicole Frambach
Member at large: Steve Lonnen
Member at large: Brian McHugh
Member at large: Jen Virion

Membership Meeting Agenda, March 12, 2024

The meeting agenda for tonight’s neighborhood association meeting has been published below and is also available for download here.

• Member check-in, ballot distribution
  

• Meeting called to order (existing SNA Board Officer)
  

• Managing board, candidate introductions (existing SNA Board Officer)

• Optional, limited to two minutes per candidate
  

• Dan Kapfhammer

• Duncan Robinson

• Neil Boss

• Jeremy Whelan

• Kevin Hofer

• Brad Bissell

• Nicole Frambach

• Steve Lonnen

• Brian McHugh

• Jamie Reis

• Chris Spencer

• Jen Virion

• Proposed bylaws discussion (Duncan Robinson, existing SNA Board Officer)

• Public comment welcome, limited to two minutes per individual

• Bylaw votes / managing board election
  

• Vote results tallied and shared

• Adjournment

Absentee Ballot is Now Live!

Members in good standing of the Sedgefield Neighborhood Association who are not able to attend the in-person meeting but wish to vote on official business can do so via the online absentee ballot available at the link below. There are potentially two issues up for a vote at the meeting on Tuesday, March 12 at 7:00 p.m.

• The membership will vote to adopt an updated set of bylaws.

• Should that vote be successful, the membership will subsequently elect a new managing board for the association.

In an effort to expedite the voting business of the meeting, both the bylaw vote and board election will be included on the ballot. Members will be asked to complete the ballot completely. If the bylaw vote fails, the automatic board election will NOT be triggered and the board election results become moot. However, if the bylaw vote passes, the board election votes will then be calculated and tallied immediately.

Note: Absentee ballots will be accepted until 7:00 p.m. on Tuesday, March 12.

Voting Process Revealed

The existing bylaws are vague on the process by which voting is conducted as required during the regular business of a neighborhood association membership meeting. For this reason, the existing board has drafted and approved the following guidelines which will govern the votes during the upcoming meeting on Tuesday, March 12.

This might seem like a lot, but we felt the membership is entitled to a process that is clear, robust, and carried out with integrity.

• Each paid membership is entitled to up to two votes (one per adult) per household.

• In-person voting will be done on paper ballots, distributed, collected and counted at the association meeting.

• The existing board will call on two random volunteers from among the members attending the meeting to help tally the votes, in an effort to reinforce the integrity of the count.

• Only votes from due-paying members will be counted. Therefore, each ballot must be verified against the roll of active members. Due-paying members that wish to participate in the votes at the meeting will check-in at the door, confirm their membership and receive their ballot(s).

• Advanced validation of the ballots will expedite the voting process, and ultimately, the tallying of the votes. Ballots will be filled out by members at the appropriate time and then collected for counting.

• In an effort to expedite the voting business of the meeting, both the bylaw vote and board election will be included on the paper ballot. Members will be asked to complete the ballot completely.

• If the bylaw vote fails, the automatic board election will NOT be triggered and the board election results become moot.

• However, if the bylaw vote passes, the board election votes will then be calculated and tallied immediately.

• For those that are unable to attend the meeting, an online absentee voting option will be provided. The absentee ballot will be powered by a Google form. A link to the absentee ballot will be posted on the neighborhood website, and will also be distributed via email.

• Just like the in-person ballots, the absentee ballots will be validated against the active member roll.

• The absentee ballot will request the voter’s email address, as well as the primary email address with which their membership is associated. This is how the ballots will be validated against the two votes per active membership.

• Similar to early voting in municipal elections, the absentee ballot will be available for completion / submission before the start of the in-person votes. The online absentee ballot will be available for 48 hours, beginning at 7:00 p.m. ET on Sunday, March 10. Absentee voting will close at 7:00 p.m. ET on Tuesday, March 12, coinciding with the beginning of the in-person meeting. The absentee votes will be totaled and available to add to the in-person votes the night of the meeting.

• For the at-large positions, members can vote for up to 4 candidates (one per open seat), and the four candidates receiving the most votes are declared the winner(s). In the event of a tie in the at-large election, a run-off will be held. A "blank" ballot (essentially a blank sheet of paper) will be distributed with the original ballot. Members would then be asked to write down their favored candidate from among those in the run-off.

Notice of Final Version of Proposed Bylaws

Per the existing bylaws that govern the operation of the neighborhood association, any amendments to the existing bylaws must be posted at least 10 days before a vote. This post serves as that written notice to the membership as dictated by the existing bylaws.

There have been no changes to the version of the bylaws originally posted here, so that is the version of the bylaws that will be voted on at the neighborhood meeting on March 12. Several neighbors engaged exiting members of the board with feedback and suggestions. While the proposed bylaws remain unchanged, the feedback from the community has been documented and will be considered for future updates to the bylaws.

As always, if you have any questions or concerns, please feel free to contact us at: sedgefieldneighborhood@gmail.com.

List of Board Nominees Finalized

The list of nominees for the upcoming board election - should the updated bylaws be adopted - has been finalized. Thank you to the 14 individuals who stepped up to vie for a leadership position, and pledged to volunteer their time and talents to push the neighborhood association forward. Additional information about the candidates will be posted in the coming days to help the neighborhood get to know them in advance of the membership meeting on Tuesday, March 12.

Update: Meet the nominees! Review the list of nominees, along with the position for which they are running and a brief introduction outlining their experience and credentials. Note that these descriptions were submitted by the individual that nominated the candidate. » View the list

President

• Dan Kapfhammer

Vice President

• Duncan Robinson

Treasurer

• Neil Boss

• Beth Johns

Secretary

• Jeremy Whelan

Communications Officer

• Kevin Hofer

Board Member at Large

• Brad Bissell

• Nicole Frambach

• Will Johns

• Steve Lonnen

• Brian McHugh

• Jamie Reis

• Chris Spencer

• Jennifer Virion

Proposed Bylaw Amendments, Explained

Update, 3/2/2024 - there have been no changes to the version of the bylaws originally posted here, so that is the version of the bylaws that will be voted on at the neighborhood meeting on March 12. Several neighbors engaged exiting members of the board with feedback and suggestions. While the proposed bylaws remain unchanged, the feedback from the community has been documented and will be considered for future updates to the bylaws.

---

In preparation for the general membership meeting on March 12, the existing board wanted to provide some information and context on why we have proposed an updated set of bylaws. You can find links to the existing bylaws that govern the association, as well the full draft of proposed changes below:

• Existing SNA Bylaws

• Proposed Bylaw Modifications

However, instead of compelling each resident to read through the documents and compare them side-by-side to see what has changed, we have compiled a summary highlighting where notable changes have been made. And more importantly, why those changes have been proposed.

The primary goals of updating the bylaws are three-fold:

• To bring the bylaws up to date from a best practice standpoint - relative to how a neighborhood association should be structured and conduct its business

• Eliminate confusion among the board and the membership by using much more clear and detailed language in certain portions of the document.

• Finally, to provide a clearly defined structure within which the board not only understands its mandate, but is able to fulfill its obligations to the membership and do the business of guiding the neighborhood association in a more inclusive and efficient manner.

The governing spirit of the neighborhood association remains consistent as set forth previously. At a high level, the SNA intends to foster engagement within the community to make the Sedgefield neighborhood a great place for its residents to live. Exactly HOW that is done is outside the scope of the bylaws, but it should be noted that the intent is to continue to operate the association with this spirit in mind.

Notable sections of the draft under consideration include:

• Membership Eligibility (Article 2, Section 1) - the revised bylaws are much more explicit and specific with respect to who can be member of SNA. The geographic boundaries of the neighborhood are documented, and specific membership requirements are outlined.

• Dues (Article I, Section 3) - the cost ($50) and terms (up to 1 calendar year) of membership remain UNCHANGED. All memberships within a calendar year expire at the end of that year (12/31). Residents must renew their membership each year to remain in good standing with the association. Also adds an option for an individual membership at $40.

• Voting (Article II, Section 2) - one of the primary benefits of SNA membership is ability to vote on issues presented to the membership. This is a great way for members to make their voice heard and influence how the association impacts the neighborhood. The revised bylaws clarify an issue that was, to this point, not clear. That is, how membership and voting are related. It is proposed that each paid household membership (tied to single a household / address) is entitled to a maximum of two votes, one per adult who resides at the address. While individual memberships entitle the member to a single vote.

• Governance and Officers (Article III) - this is one of the areas of the biggest change over the previous version of the bylaws. The current bylaws identified four Officers / named positions who are largely responsible for steering the organization.

  The new bylaws propose the expansion of the governing board from 4 officer positions to nine board positions, in total. Those nine board positions will consist of five executive members and four at-large board positions. The named executive positions include those previously defined (President, Vice President, Treasurer and Secretary) along with a new Communications Officer position.

  This new configuration reinforces some of the strategic philosophies behind the proposed changes. An expanded board not only becomes - almost by definition - more representative of the membership at large, but it also does something even more basic. Spreading the work of running the organization among more people. Further, one of the criticisms we've heard in the community of late is an overall lack of communication. Creating the executive member position with discrete and specific responsibilities in this area is intended to specifically address this concern.

  The duties and responsibilities of each of the executive board position have been more clearly defined in the updated draft of the bylaws.

  Finally, the current iteration of the bylaws dictates that officers are (only) elected by other officers. Again, in the interest of creating as inclusive a leadership team as possible, the updated bylaws specify that these positions are elected by the membership at large.

• Operations (Article IV) - by and large the existing bylaws are silent on how the board does its business. This isn't all together a bad thing, as it does provide the board leeway in what it does and how it does it. However, our belief is that the board needs be accountable to the membership, and the only way to do that is to outline, specifically, WHAT the board is responsible for and what the membership should expect of the governing body (i.e. (establishing / publishing a budget, conducting general meetings at a specific cadence, conducting a minimum number of expected board meetings, etc). The revised bylaws address this at a high level, while still providing the board flexibility in HOW it executes its responsibilities.

• Bylaw amendments (Article V) - this section of the bylaws remains unchanged. Any amendments to bylaws (which would include this draft under consideration) requires adoption by two-thirds (2/3) vote of the membership (either in-person, or by proxy) at any regular or special meeting.

In accordance with the existing bylaws, the final draft of bylaws considered for adoption will be posted no later than ten (10) days prior to the vote. If you have input on the existing draft, please send us your input by email, so it can be considered before the final draft is posted on 3/1.