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The CAHH Board is currently working on four governance issues ("renovations"):
#1 - Not in Compliance with Special Zoning Permit Governing HHPTC & HH Pool
#2 - 2007 Articles of Incorporation Not Legally In Effect
#3 - Concerns About Non-Member Income and Tax Status
#4 - Conflicting & Out-of-Date Bylaws
Below you will find regularly updated information about the issues and answers to questions we have received. We'd love to hear your feedback, concerns, comments, encouragement, and questions: email info@hollinhills.org.
Q & A General Q: Are we in trouble with Fairfax County? A: While we have been operating not in compliance with the terms of the Special Permit and there is a complaint under investigation with the Division of Code Compliance, the Division of Code Compliance in Fairfax County is fairly lenient in allowing organizations to voluntarily come into compliance. Accordingly, so long as the Board is working to amend the permit or modify operations to be in compliance with the original terms, the Association is not imminently at risk of being subjected to any civil or criminal penalties under the county zoning ordinance. The Board has been in regular contact with the Board of Zoning Appeals, Zoning Evaluation Division as well, who will be responsible for reviewing the terms of the revised Special Permit Amendment. Special Permit Q: What does the CAHH Board propose to change in the Special Permit? A: The CAHH Board is currently revising the framework based on the feedback it received. It will share what it will be submitting to the BZA shortly. Q: Why is the permit based on membership not capacity? A: The pool has a capacity limit set by the county and the courts have a capacity limit set by the rules of the games played on them. But both only regulate how many people can be actively using the facility at a given time. Membership limits help determine how frequently and continuously the courts and pool are used as well as how many people are allowed in the social spaces that surround them. That, in turn, has a big impact on parking, traffic, noise, and the community around the facilities. Q: Why quiet paddles and not physical barriers? A: One thing everyone agrees on is that it would be fantastic to have a lot more big, evergreen trees in the area of the courts. But trees take a long time to grow. In the meantime, baffles and shields are expensive and their effectiveness is somewhat uncertain. The CAHH Board would be happy to consider proposals to install large barriers; however, in the light of the time, cost, and difficulty of determining their impact, we focused on paddles and balls as a way of addressing the issue of noise quickly and relatively inexpensively. For an example of how this has worked in another community with pickleball courts in a residential area, check out Fountain of the Sun Pickleball. Q: What are the next steps for the special permit? A: Once the framework is in place, we will complete the application for an amendment and submit it to the Fairfax County Board of Zoning Appeals. The process from there will include a public comment period and a hearing at which the amendment will be approved or adjusted. Q: How will the CAHH Board enforce the permit and ensure something like this doesn’t happen again? A: The HH Pool and HHPTC will send a representative to CAHH Board meetings once a quarter with updates on committee finances, including proposals for non-member income; changes to use or infrastructure; membership numbers; upcoming events; and records of any complaints and their resolutions. Q: What is the financial relationship between the Civic Association and HHPTC and the Pool? A: While legally both clubs are part of the Civic Association and all groups share an insurance policy, the HH Pool is financially independent from CAHH. HHPTC received a $57,000 gift from the Civic Association when it renovated the courts as well as a $100,000 loan, of which $42,310 is still outstanding. Club members do not pay dues or fees to CAHH. Articles of Incorporation Q: What are the differences between the 2007 AOIs and the 1991 AOIs? A: Largely, the differences between the AOIs deal with the membership clauses. The 2007 AOIs did attempt to resolve a lingering gap in defining the voting membership of Hollin Hills that had been in effect since the 1960s. That issue is basically that the original 1960s Articles of Incorporation referenced specific zones in an outdated development map on file with Fairfax County that preceded development of large sections of the community south of Rebecca Dr. There are a number of other legal and linguistic changes that we can explore carrying over, in consultation with the Association’s attorney. There is a comparison doc on HollinHills.org so you can review the changes for yourself. We’ve also posted the 1960s AOIs and 1991 amendment for your review. Q: Can’t we just file the 2007 AOIs? A: There are a few reasons we have not taken this step. First, we cannot find evidence of the vote tally for the 2007 AOIs that meets the standard the Association's lawyer has set for us. Second, the 2007 AOIs contain some ambiguities that pose risks for the Association, such as allowing the creation of membership classes in the bylaws. In general, while possible, we think it creates risks for future boards as it splits the definition of membership classes between two distinct documents (the AOIs and the bylaws) with neither representing the full picture. As we’ve spent many hours in these documents in the last few months, we find them to be somewhat confusing and occasionally contradictory. Furthermore, we believe we can resolve core issues and ambiguities in the 2007 AOIs and have them voted on and filed within the year. We think this is important to make sure that future Boards benefit from our efforts on this. If we can take a short amount of time to do the right approach (in consultation with the Association’s attorney) versus the immediate and expedient approach, we believe that is prudent. Q: Who has a vote? A: The CAHH Board believes everyone in the community has a say in community affairs. However, the Association’s attorney informs us that recreational members and Hollin Hillers whose houses are south of 7418/7419 Rebecca should not be included in official votes until the Articles of Incorporation are revised and filed. In the meantime, the CAHH Board will be asking for feedback, doing polls, and anything else we can think of to represent all of Hollin Hills. Q: How do I know if I have a vote? A: The effective Articles of Incorporation for the Civic Association were last amended in 1991. However, the relevant clauses are from the 1964 amendment and restatement of the Articles of Incorporation. The relevant parts of the SIXTH clause state: “Membership in the Association shall be open to owners and resident tenants of houses in Sections 1 through 12, including Section 4, White Oaks, in Hollin Hills, as described in the plat of Hollin Hills subdivision on file in the land records of Fairfax County . . .” (emphasis added). In lay terms, this means that the actual voting membership of the Association–since 1964–has been only those who live in Sections 1 through 12 of Hollin Hills, plus Section 4, White Oaks. We’re attaching a map below that shows the historical zoning plat of the Sections, as well as some instructions on how to find this map yourself on the county website (see documentation sidebar). In the map, you can see that any homes developed after (e.g., south of) 7418/7419 Rebecca are not included in the explicitly stated sections. This obviously includes a large number of our beloved neighbors and friends. Q: Why don’t the AOIs have specific criteria for the power that is granted to the Board? A: We’ve made the analogy a few times, but the AOIs are like our Constitution. RARELY amended (only 5 times in 75 years) and the bedrock of what our organization’s and member’s rights and responsibilities are. The AOIs are not a process document or a list of every criteria that governs the day-to-day operations of the Association. Those criteria for committee structure, governance, and Board processes are governed in the bylaws and other relevant committee documents (such as club rules or governing rules for the Committees). You, the membership, have a vote on the bylaws as well. In this long renovations process, we *still* have to amend the bylaws to be consistent with the new AOIs. Q: Can the Board proceed with amending the Articles of Incorporation in two stages: Stage 1: Create a legal right to vote for all residents of Hollin Hills Stage 2: Implement other amendments (such as codifying a recreation member class or adjusting the amendment clause)? A: In short, we like this idea in theory. We’ve already considered it ourselves during our planning discussions. We understand the sense of unfairness and exclusion that this legal process creates, and we do not enjoy it either. To the extent you are concerned your voice as a resident of Hollin Hills will not be heard in the process, PLEASE send us any concerns or recommendations you have for the draft AOIs to info@hollinhills.org. We are reading!
We do have concerns about this phased approach, however, that we hope you will understand:
Q: Can the AOIs grant recreation members a right to vote on matters relevant to the club, but with ultimate approval by the Board? A:We’ve thought long and hard about this over the last six months. In direct response to the suggestion that the Board have the authority to override a membership vote: We do not agree with the suggestion that the Board create the authority in the AOIs to override legally taken votes by voting membership (recreation or otherwise). We assume part of the concern here from pickleball and tennis club members, in particular, is the unfounded and sensational rumor that the Board intends to eliminate pickleball for good. We’ll say it clearly here for the record: This is not true. If the Board wanted this to happen, we would not have wasted hundreds of hours over the last six months laboriously attempting to negotiate a compromise with neighbors and the HHPTC to ensure that pickleball can survive the Special Permit Amendment. This has been deeply unpleasant and stressful; we wish we could be doing literally anything else. At the Pickleball and Tennis Committee meeting in June, we expressed that not having a formal, legal vote does not mean a non-resident recreation member has been denied a voice or an avenue for giving input to the Committee as to the operations, budget, and expenditures of the Club. The Pickleball and Tennis membership, for example, are regularly providing their feedback to their Committee on club operations. We do not intend to stop this. We’ve mentioned before that uncovering this whole AOI situation arose because of perceived threats from non-resident recreation members about their voting rights. Accordingly, to avoid a worst case scenario, we also feel it is important that the Board of Directors–and its Committees–have final say in governing Association assets that cannot be overridden by a motivated, relatively small group of non-resident recreational voters (e.g., the 20 or so households represented at a typical Committee meeting). This includes hours of operation, expenditures, and the members of the Committee itself (who must be appointed by the Board–i.e., not elected–under Virginia State Law). Q: Is the Board going to take over operations of the recreational facilities and remove the authority of the Committees to manage their operations? A: We have no interest or capacity to do this, and we would not condemn future Boards to this despite the current Board’s capacity for pain and suffering. We appreciate and need all of our Committee members to continue maintaining and improving the Association’s assets. The success of all our Committees is a testament to the commitment and dedication of our volunteers. However, for various reasons, as the Board is legally responsible for the Association’s operations, including all of its Committees, we believe the Board should have the ultimate responsibility and burden of approving the Association’s finances, liabilities, fundraising, expenditures, assets, etc. We don’t intend for this to be an oppressive level of oversight (again, we’re tired). In the forthcoming bylaws revisions, we intend to define processes for this. We hope these processes both provide security for the Association, coordination between Committees and the Board, and freedom for Committees to largely make day-to-day decisions on their own. We would define new processes for committees to present more significant decisions to the Board for approval; for example, thresholds for ad hoc decisions as well as a schedule for recurring decisions (membership, budgets, dues, capital improvements, etc.). As an example of things the Board has been considering for further oversight and monitoring:
Q: Does the Board need the authority to approve or remove members of the recreational facilities? A: We get the concern here as well. It’s scary to see that the Board can remove a member from a recreational facility. But, if someone doesn’t pay their dues, harasses someone at the facility, or is charged with a criminal offense (feel free to populate your own scary hypothetical in here), the Association’s attorney advised us that someone (e.g., your elected Board) should have the capacity to say that someone is no longer entitled to use the recreational facilities or is not entitled to use the facility at the outset (i.e., not approve someone to join). This seems like a fairly standard and necessary clause for a membership-driven recreational organization, though we hear the concerns that it may be misused. We hope vesting this power, ultimately, in your elected Board members rather than un-elected Committee members or in no one at all, would alleviate some of those concerns of abuse, but we will also discuss defining criteria in the bylaws for when someone may be removed or denied membership to use the recreational facilities. Tax Status Q: What about our tax status as a 501(c)(7)? A: This is a frequent question at our membership meetings. The short answer is we aren’t sure how or if these issues affect our tax status, but, as noted at the meeting, it is a priority for us to evaluate that with a professional. Q: Can we be another type of nonprofit like a (c)(3) or (c)(4)? A: Another question for an actual expert, though our amateur understanding is we would only be eligible for status as a (c)(4) and that would require that we open all amenities up to the general public or create separate business entities to manage club assets that are not nonprofits. Financially, we would need to identify sufficient revenue sources to fund our various activities, as we would be unable to charge dues. It is a question we are exploring, though we do not anticipate this is a quick change. Bylaws Q: What bylaws provisions need to change? A: We have some initial understanding of ambiguous or risky clauses in the bylaws. This includes things like the non-resident recreation member clause that conflicts with the Articles of Incorporation or inconsistent clauses on Committee governance and structure. Our plan is to amend the Articles of Incorporation with these risks in mind, and then subsequently amend the bylaws to fill in the details of the revised Articles of Incorporation. Our lessons learned from the last four months suggest a need for additional clauses in the bylaws regarding Association governance that provide sufficient structure for future Boards to govern the Association’s interests while also acknowledging that these are volunteer roles and the distribution of Committee labor has been done with an eye toward making positions on the Board of Directors possible to be done by volunteers. At the end of the day, our roles are done by humans and volunteers, but there needs to be a sufficient structure for governance and oversight that avoids any risks to the long-term viability of the Association by volunteer turnover or motivated individuals in positions of power. | Documentation
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