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Annual Meeting Resolution

RESOLUTION
of the
BOARD OF DIRECTORS
of the
HOMES ASSOCIATION OF CEDAR HILLS

WHEREAS, on March 23, 2020, the Governor of the State of Oregon issued an executive order directing Oregonians to stay home to the maximum extent
possible except for when carrying out essential tasks like getting groceries, fueling
vehicles, or obtaining health care. The order bans public gatherings of any size.
This order is in effect for an undetermined amount of time. The order was issued
because of the pending 2020 coronavirus pandemic involving the novel coronavirus
2019 and the disease caused by the virus, COVID-19. In addition, the President of
the United States has declared an emergency in the State of Oregon because of the
pandemic and has urged the citizens of the United States to not gather in large
groups.

WHEREAS, the Homes Association of Cedar Hills (the Association) scheduled its  annual meeting to be held on Tuesday, May 12, 2020, at Cedar Park Middle School, 11100 SW Park Way, Portland, Oregon. The annual meeting has for years been held at that middle school and generally has involved a gathering of no less than 100 members.

WHEREAS, all Oregon public schools have been closed until April 28, 2020
by executive order of the Governor of the State of Oregon and Cedar Park Middle
School has notified the Association that its May 12, 2020 reservation date has been
canceled. Thus, the venue for the annual meeting that has been used for decades is
not available and there are no suitable alternative sites for the meeting because of
the number of people that usually attend the meeting and the logistics of conducting
the meeting given the current pandemic.

WHEREAS, Article X, Section 2 of the Association’s Bylaws provides that the annual meeting shall be held on the second Tuesday of May of each year.  Section 2 further provides that if the Board of Directors determines that it is not reasonably possible or that it is not in the best interest of the members of the Association to have the annual meeting on the second Tuesday of May of a particular year, the Board may designate a different subsequent date in May of that year as the date for the annual meeting for that year.

WHEREAS, the Board has determined, and by this resolution confirms that
determination, that (1) to hold the annual meeting in May of 2020 would not be in
the best interests of the Association and its members because there is good and
sound reason to believe that it would put the lives and health of its members at risk;
and (2) it is not reasonably feasible to arrange and hold the annual meeting in May
because the middle school is not available in May to hold the meeting. Moreover,
in light of the pressing health and financial issues presented by the pandemic to the
members of the Association, the Board, and the employees of the Association, the
Board has determined that, at this time, the time, cost, and logistics associated with
trying, in a very short time frame, to hold an annual meeting in May by using a
teleconferencing or video conferencing service is unwarranted even if it could be
accomplished in a fair and lawful manner. More importantly, to force an annual
meeting and an election in May might be deemed prejudicial to those who are
running for the board the first time.

In light of the forgoing findings and determinations with respect to the current
pandemic and the Association’s annual meeting:

IT IS HEREBY RESOLVED THAT:

1.     Article X, Section 2 of the Bylaws is amended to include the following
sentence: “Notwithstanding the foregoing sentence, if the Board determines that for any calendar year it is not reasonably possible or that it is not in the best interests of the Association to have the annual meeting on the second Tuesday of May of that year, and if the Board also determines that an emergency or other exigent circumstances exist such that it is not in the best interests of the Association or the majority of its members to have the annual meeting during the month of May of that year, the Board may postpone the annual meeting and designate a different date in that year, no later than September 30, for the date of the annual meeting for that year. The term of any person elected to the Board at a meeting held later than the second Tuesday of May of any particular calendar year shall be reduced by the number of days between the date of the annual meeting that year and the second
Tuesday of May of that year.”

As amended, Article X, Section 2 of the Bylaws will read as follows:

“Section 2. Annual Meeting. The annual meeting of the
members of the Association shall be held on the second Tuesday of
May of each year if not a legal holiday and if a legal holiday then on
the next succeeding Tuesday not a legal holiday. If the Board of
Directors determines that for any calendar year it is not reasonably
possible or it is not in the best interests of the Association to have the
annual meeting on the second Tuesday of May of that year, the Board
may designate a different subsequent date in May of that year as the
date for the annual meeting for that year. Notwithstanding the
foregoing sentence, if the Board determines that for any calendar year
it is not reasonably possible or that it is not in the best interests of the
Association to have the annual meeting on the second Tuesday of May
of that year, and if the Board also determines that an emergency or
other exigent circumstances exist such that it is not in the best interests
of the Association or the majority of its members to have the annual
meeting during the month of May of that year, the Board may postpone
the annual meeting and designate a different date in that year, no later
than September 30, for the date of the annual meeting for that year.
The term of any person elected to the Board at a meeting held later
than the second Tuesday of May of any particular calendar year shall
be reduced by the number of days between the date of the annual
meeting that year and the second Tuesday of May of that year. Written
notice of each annual meeting shall be given to each member entitled to
vote thereat, either personally or by mail or other means of written
communication, addressed to such member at his address appearing on
the books of this corporation or given by him to this corporation for the
purpose of notice. All such notices shall be mailed or dispatched by
the Secretary not less than ten days before such annual meeting and
shall specify the place, the day and the hour of such meeting. Such
notice shall also state the general nature of the business or proposal to
be considered or acted upon at such meeting.”


2.     A new third sentence is added to Article X, section 2 of the Bylaws as
follows: “If the Board determines that for any calendar year it is not
reasonably possible or it is not in the best interests of the Association
for members to personally attend the annual meeting for that year, the
members may participate by remote communication subject to guidelines and procedures adopted by the Board to insure, among other things, that only members participate at the meeting and that votes may be cast .”

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