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Board approves ‘housekeeping’ resolutions on second reading
Legal opinions may be attached to future proposed changes
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Carrie Dupuie, AAMS
Financial Advisor
215 North Main Street Berlin, MD 21811 410-208-1704
Carrie.Dupuie@RaymondJames.com
By ROTA L. KNOTT
Contributing Writer
Minor revisions to two resolutions, one regarding the Ocean Pines Associations Book of Resolutions and another relating to OPA manuals, were approved on second reading at the Feb. 18 Board of Directors meeting.
Director Steve Jacobs, liaison to the Bylaws and Resolutions Advisory Committee which recommended the changes, said the revisions to both Resolution B-01 and M-08 are essentially housekeeping. The committee routinely reviews the resolutions for any necessary changes.
The changes to B-01 are simply to clarify the language in the resolution regarding written legal review of resolutions and amendments to resolutions and record keeping of the legal review.
Originally the committee recommended an update to establish that when the Board seeks a written review of a proposal to add or amend a resolution that any opinion on the matter issued by legal counsel should also be entered into the Book of Regulations. The current Resolution B-01 does not require but does allow for legal review of a new or amended resolution.
In presenting the proposed revisions, Jacobs said the proposal would make it easier for people to understand and review why a resolution was enacted or amended a recommendation to buy, sell or hold the security and may be subject to review, suspension, reduction or withdrawal at any time by the assigning Rating Agency. Insurance pertains only to the timely payment of principal and interrepresentation is made as to any insurer’s ability to meet its financial commitments. Ratings and insurance do not remove market risk since they do guarantee the market value of the bond. offered through Raymond James Financial Services, Inc. member FINRA/SIPC. by having the legal opinion attached to it.
When it was originally presented on first reading, OPA President Doug Parks was concerned about a language change that seemed to but the onus on the Board to get legal opinions on resolutions.
He said the Bylaws and Resolutions Committee should be able to seek advice from legal counsel prior to Board action on a resolution, as was stated in the current B-01.
Parks noted that part of the responsibility of the Bylaws and Resolutions Committee is to ensure that the resolutions it recommends do not conflict with the other governing documents, or to recommend legal review if they are unsure.
On second reading, that language regarding legal review was revised again to state that legal review of proposed resolutions or amendments is not required before adoption by the Board of Directors but that the committee may recommend that the advice of counsel be obtained.
It further states that when the Board seeks written legal review of any resolution or amendment, counsel must affirm their review by signature prior to entry of the Board approved resolution into the Book of Resolutions.
The Bylaws and Resolutions Advisory Committee