River Place South Board Meeting Minutes-October 29, 2019

​River Place South Housing Corporation (RPSHC)
Final Minutes From the Board of Directors Meeting
Tuesday, October 29, 2019
 
In Attendance – Board of Directors

• Janice Mays, President
• Waqas Ali, Vice President (via telephone)
• Sara Shahade, Secretary
• Lauren Hall, Director
• Vikram Reddy, Director
• Richard Villegas, Director

 
In Attendance – Property Management and Guest Presenter

• Joette Waters, General Manager
• Bryan Hernandez, Assistant General Manager
• Raymond Goodrich, Executive Vice President & Chief Lending Officer with the Bank of Charles Town

 
In Attendance – Shareholders

• Rhonda Harvey, Unit 1106
• Karen Imler, Unit 1111
• Oscar Jobe, Unit 1007
• Bonnie Kline, Unit 926
• James McInerney, III, Unit 222
• Lorenzo Ricks, Unit 745
• Ellen Schilling, Unit 636
• James Marandi Unit 642

 
 

1. Call to Order

The Board of Directors of the River Place South Housing Corporation held a meeting on Tuesday, October 29, 2019.  Board President Janice Mays called the meeting to order at 6:00 p.m.  Everyone in attendance observed a moment of silence in honor of Board member Jim McInerney who passed away on Monday, October 14, 2019.  Ms. Mays acknowledged James McInerney, III who participated in the meeting via telephone.
 
 

1. Resident Participation – Part I
2. Karen Imler of Unit 1111 expressed concern about short-term rentals within River Place South, as such rentals are prohibited by the cooperative’s governing documents; and inquired whether the cooperative and its shareholders would be indemnified in the event of emergencies and damages stemming from units under short-term rental.  The Board of Directors will clarify the insurance question with the cooperative’s insurance agent and, if necessary, legal counsel.  (2) Ms. Imler urged the Board of Directors to work with management to ensure the cooperative’s rules and regulations are upheld, and expressed her willingness to serve on a committee to look at other matters involving rentals less than 3 months.  (3) Ms. Imler noted there are only three lenders currently working with River Place South.  Mr. Villegas summarized the efforts being extended to secure relationships with additional lenders such as United Nations Credit Union and the Bank of Charles Town.

 
A shareholder inquired about the Board’s plans to fill the vacant seat.  Ms. Mays explained the cooperative’s bylaws allow for the appointment of a shareholder to the vacant seat.  James McInerney, III has expressed his interest in serving out at least a portion of the remaining term, and Ms. Mays noted Mr. McInerney, III is a former member of the River Place South Board of Directors.  The Board agreed to discuss the matter during Executive Session.
 

A shareholder asked how the cooperative can enforce the occupancy maximums for the units.  Ms. Waters explained four people of the same family can occupy a one-bedroom unit; five people of the same family can occupy a two-bedroom unit; and two people can occupy a studio.  Adult residents must be registered with the management office to use the cooperative’s amenities.  If management discovers there are more than the allotted number of people in a unit, the shareholder will be informed that the unit is in violation.  (2) A shareholder, Mr. Marandi  inquired whether the shares have increased for River Place South, and how many shares are currently issued. There are 1,094,193 shares in the River Place South Housing Corporation mostly due to the conversion of the Restaurant space into residential units..  Ms. Mays said the matter will be researched.  (3) The shareholder congratulated Waqas Ali on his recent article published in the Wall Street Journal.
 
A shareholder asked whether the existing mortgage loan will be due in 2020.  Ms. Mays replied in the affirmative.
 
 

1. Presentation – Bank of Charles Town

The cooperative’s loan will mature in 2020.  Ms. Mays relayed the Board’s preference to pay off the loan over 10 years.  Raymond Goodrich, Executive Vice President & Chief Lending Officer with the Bank of Charles Town (BCT), presented information regarding his professional background before presenting options concerning the cooperative’s mortgage, as well as lending and refinancing options for shareholders.  Following his presentation, Mr. Goodrich provided answers to questions raised by Board members concerning the interest rate on a 10-year loan versus a 10-year loan; whether there would be some benefit to keeping the cooperative’s reserve funds with the Bank of Charles Town; inquiring about the kind of interest rate that would be extended to River Place South; inquiring what the transaction costs would be for doing business with the Bank of Charles Town; and seeking clarity about the application process for securing a new loan.  The Board of Directors agreed to discuss its options and have Mr. Villegas follow up with Mr. Goodrich on behalf of the Board.
 
 

1. Approval of Agenda

Ms. Shahade moved to approve the October 29, 2019 Board Meeting agenda as amended.  Mr. Villegas seconded, and the motion carried unanimously (6-0-0).
 
 

1. Resident Participation – Part II

Lorenzo Ricks of Unit 745asked about the benefit to shareholders regarding direct payments and turning over units to shareholders.  Ms. Mays explained the cooperative spoke with a tax attorney and other professionals, and it was determined that the co-op fees would increase since the rental units would no longer offsetting the costs; and there would be a charge for paying directly that would be beyond the current cost.  Additionally, shareholders would not save anything in taxes.  (2) Mr. Ricks inquired about Amazon’s effect on area property values.  Ms. Mays relayed the understanding that speculation about Amazon coming to the area initially boosted property values.  However, Amazon has been slowly bringing in employees so that the level of increase is not as high as anticipated.  Mr. Ricks suggested keeping shareholders abreast of property values via the cooperative’s newsletter.  (3) Mr. Ricks asked what qualifications will be used to identify potential shareholders to assume the vacant Board seat; the process to be used to appoint the shareholder; and how shareholders will be informed about the Board’s intentions prior to someone being appointed.  Ms. Mays explained, in the short-term, the Board of Directors will appoint someone to the vacant seat as permitted by the cooperative’s bylaws.  For the long-term, the matter will be placed back in the cycle for the next election.
 
Bonnie Kline of Unit 926 asked for documentation of the tax attorney’s opinion along with a list of expenses associated with turning units over to the shareholders.  Ms. Mays said the matters were discussed verbally.  Obtaining a written/formal proposal would cost the cooperative money.  Ms. Mays agreed to determine what the price would be to get something in writing, and will report her finding to Ms. Kline.
 
 

1. Approval of Meeting Minutes (September 24, 2019)

 

 
 

1. Reports
2. President’s Report: A President’s Report was not presented.

 

1. Treasurer’s Report: A Treasurer’s Report was not presented.

 

1. Owners Association (OA) Report: Ms. Mays presented an update about Nafeesa Saafir.

 
 
  VIII.Management Report
A.     Rooftop West Wing Exterior Door: A replacement door for the west wing of the rooftop has been ordered at a cost of $2,121, and will be installed upon delivery.
 
B.     Reserve Accounts: Ms. Waters spoke with Bob Porco of FirstService Residential during the day on Tuesday, October 29th.  One set of the cooperative’s reserve funds has been moved to an account with FirstService Residential, and two more accounts are in the works.
 
C.     Fireplace Inspections: Management will send a notice to all 11th floor shareholders requiring them to provide proof of inspection for their fireplaces and flues on an annual basis.  Ms. Waters will coordinate a discounted/bulk rate for those who would like to use such a service.
 
D.    Bylaw Change – “Non-Smoking” Building Designation: The approved non-smoking bylaw designation will go into effect on Wednesday, January 1, 2020.  Management will send notice to all shareholders in advance of that date, and a location must be established for where people can smoke on the property.
 
E.     Fees for Violations: Ms. Waters would like to hold a discussion with the Board of Directors concerning violation fees.
 
F.      Occupancy: All of the building’s units are presently occupied, and there are zero delinquencies on the cooperative and rental sides.
 
 

1. Resale Notifications

No resale notifications were presented.
 
 

1. New Business
2. Date of Next Board Meeting: The next River Place South Board Meeting will be held on Tuesday November 19, 2019.

 
 

1. Old/Unfinished Business

No matters of Old/Unfinished Business were raised.
 
 

1. Temporary Adjournment to Executive Session

The Board of Directors temporarily adjourned the Open Session at 7:01 p.m. to hold an Executive Session to discuss confidential matters.
 
 

1. Decisions from Executive Session

Ms. Mays moved to appoint James McInerney, III to the River Place South Board of Directors to fill the seat held by Jim McInerney, II.  The Board will discuss whether to hold an election for that seat at another time.  Ms. Shahade seconded, and the motion carried unanimously (6-0-0).
 
 

1. Adjournment

The October 29, 2019 Board of Directors meeting was adjourned at 7:04 p.m.
 
 
These minutes were respectfully drafted and submitted by: