FAQs About Armour Hills Homes Association
Who are the AHHA directors and officers?
The members of the Board of Directors and officers of AHHA are a diverse group of Armour Hills residents who have agreed to volunteer their free time to work for the betterment of Armour Hills. The current directors, along with short bios, are listed here.
What are the powers, duties and responsibilities of the AHHA Board?
The AHHA Board is the decision-making body of AHHA. Its responsibilities are to conduct, manage and control the affairs and business of AHHA, including (i) oversight of the AHHA officers, who have been delegated the authority to manage the day-to-day business of AHHA, within restrictions and guidelines established by the Board, (ii) responsibility for the overall financial health of AHHA, (iii) management of risk to the organization, including legal, and (iv) ongoing strategic planning in order to provide a long-term road map for Armour Hills in terms of its mission, vision, and goals, and based on which annual operating plans, including capital and financial plans, are created.
The Board’s workload typically includes managing the following:
- Maintenance of parks and islands, including trees, monuments and fountains
- Supplemental snow removal on public streets in the neighborhood
- Monitoring and reporting of code violations and other nuisances
- Crime reports
- Organizing special events (e.g., 4th of July Freedom Parade, Ice Cream Social)
- Publishing of the Clarion and Clarionette newsletters
- Communications with the residents, including maintenance and updating of the Armour Hills web site and Facebook page, and email alerts
- Strategic planning
- Budgeting and financial planning, including dues
- Monitoring of special community issues (e.g., schools, public transportation, utilities, zoning and commercial and residential redevelopment)
When and where does the AHHA Board meet? Are Board materials available to the residents? How do I submit agenda items?
The AHHA Board holds regular meetings on the third Tuesday of each month January through October at the Country Club Congregational Church of Christ (205 W 65th St). Meetings typically last two hours and follow an agenda prepared by the AHHA President, who presides over the meetings. The meeting agenda is posted here (AGENDAS) typically 2 – 5 days before the meeting. Subsequent to each meeting, minutes of the meeting are prepared and posted here (MINUTES).
Residents are welcome to attend meetings as guests of the Board. Requests for a topic to be placed on the agenda should be submitted in advance to the AHHA President – email@example.com. Whether to place a topic on the agenda, and if accepted, the timing for addressing the topic, are at the discretion of the President and the Board, considering available time on the agenda, timeliness of the topic and whether the topic is adequately addressed by other publicly-available resources.
How are the topics discussed and actions taken by the AHHA Board at its meetings memorialized?
All meetings of the AHHA Board are memorialized in minutes prepared the AHHA Secretary or in his or her absence, the secretary of the meeting. The minutes are then circulated to the Board for comment and approval at a subsequent meeting. The minutes typically contain the following:
- place, date, and time of the meeting
- directors present and absent, and any guests
- chair and secretary of the meeting
- topics discussed
- matters voted on, the outcome, and any director recusals from the voting
- time of adjournment
With respect to the topics discussed, the minutes generally will summarize the discussions without generally purporting to provide a verbatim record. For key decisions, such as raising of dues, the minutes will contain greater detail and reflect that the directors engaged in a deliberative process, acted in what they reasonably believed to be the best interests of Armour Hills, and considered the possible alternatives. In neither case, however, will the minutes attribute specific words or points of view to a particular director or disclose individual votes, unless a director requests that his or her statements, viewpoints or voting be contained in the minutes.
Does the Board take a position on major community issues? If so, will the viewpoints of residents be considered? How are conflicts of interest handled? What are the restrictions under AHHA’s tax-exempt status in taking positions?
The AHHA Board’s oversight responsibilities extend to management of risk to the neighborhood. Community issues such as crime, schools, public transportation, utilities, zoning and commercial and residential redevelopment can have a significant impact on Armour Hills and its residents. When appropriate, the Board will take a public position on these issues. Prior position statements can be found here (POSITION LETTERS).
As a collective body, the Board’s positions, regardless of subject matter, are arrived at based on deliberations of the directors and the affirmative vote of a majority of the directors. Each director, when participating in deliberations and voting, stands in a fiduciary relationship to AHHA and must therefore meet certain standards of conduct. There are three fiduciary duties: the duty of care, the duty of loyalty and the duty of obedience. The duty of care requires that directors act in good faith, with the level of care that an ordinarily prudent person would exercise in similar circumstances, and in a manner that they reasonably believe is in the best interest of AHHA. In order to do so, the directors must, prior to making a decision, inform himself or herself of all material information reasonably available, including alternative courses of action. This will include soliciting, to the extent practicable, the viewpoints of residents. However, simply voting in a manner consistent with the viewpoint of the majority of the residents will not automatically constitute or excuse compliance with the directors’ duty of care.
The duty of loyalty is a standard of faithfulness; a director must set aside personal or professional interests and make decisions that are in the best interests of AHHA. As a result, it is implicated primarily in connection with conflicts of interest. Directors are required to be alert and sensitive to, and should disclose to the Board, any interest they may have, including with respect to a community issue, that might conflict with the best interests of AHHA. If the Board determines that a conflict of interest exists, the interested director, in most situations, will not be permitted to vote on the matter, although he or she may participate in discussions and deliberations.
The third fiduciary duty—the duty of obedience—requires the director’s fidelity to and guardianship of AHHA’s purposes and mission as stated in its charter, bylaws and other organizational documents. Therefore, every director is expected to carefully review these documents, to understand AHHA’s purposes and mission, and to consider them when making board decisions.
In taking public positions, the Board is representing and speaking on behalf of AHHA and its viewpoint does not necessarily represent the viewpoints of all Armour Hills residents, which is a diverse group of citizens with varied viewpoints.
AHHA is a social welfare/action organization under Internal Revenue Code Section 501(c)(4). As such, it may engage in lobbying activities and a limited amount of political campaign activity. More information about 501(c)(4) organizations can be found here.
How does the AHHA Board keep the residents informed on topics of interest to Armour Hills? How do I submit items to be included in the publications?
The AHHA Board utilizes four primary means of communication with the residents: periodic mailed Newsletters (Clarion and Clarionette), Web site news posts, Facebook page posts, and Email communications (join the list here). Information is disseminated as time permits and based on priority of importance. The Board also relies on the assistance provided by an independent contractor who is paid a monthly amount.
AHHA is a nonprofit corporation formed under RSMo Chapter 352. As a result, pursuant to RSMo Section 352.100, AHHA must “keep a fair record of all its proceedings, which record shall be open, at all reasonable hours, to the inspection of all its members.” The Board makes all of its meeting agendas and minutes available on the Armour Hills website. It should be noted that individual Board members, pursuant to his or her duty of loyalty, can not individually decide to disclose confidential information, including documents distributed and information discussed at meetings, outside of the Board, including to other residents, without approval of the Board or misuse confidential information for personal benefit or for the benefit of others. Confidential information includes all non-public information obtained through a director’s board service, including agendas and minutes prior to the Board’s approval of those documents for public disclosure. Failure to maintain confidentiality subjects the AHHA and the disclosing director at liability risk and undermines the Board’s deliberative process and the necessary trust and confidence among directors.
Residents who wish to have items included in the various publications should submit the items to the AHHA President. As with Board meeting agenda items, acceptance of an item and the timing for its inclusion are at the discretion of the President and the Board, considering space limitations, timeliness of the topic and whether the topic is adequately addressed by other publicly-available resources.
How are directors and officers elected? If I am interested in serving, how do I present my candidacy and what is the time commitment?
Directors are elected by Armour Hills residents at the annual meeting of AHHA members to serve a three-year term, with multiple terms permitted. If a vacancy occurs prior to the annual meeting, the other directors elect a person to fill the vacancy to serve the remaining term of the former director. At the annual meeting of members, the Board presents its recommended slate of directors along with candidacies submitted from the floor. Directors are elected by a plurality vote of the members (i.e., director candidates receiving the most votes.) The officers of AHHA are elected by and serve at the pleasure of the AHHA Board. The required directors are president, vice president, secretary and treasurer. Neither the secretary nor the treasurer needs to be an AHHA director or member and either may receive compensation for his or her services as determined by the Board.
Residents who wish to serve as directors and are prepared to make the appropriate time commitment may present their candidacy to the Board at any time or submit it from the floor of the annual meeting. Directors are expected to attend the Board’s monthly, two-hour meetings as well as the annual member meeting and an annual strategic planning meeting. In addition, directors are expected to volunteer for special projects and serve on committees. The total monthly commitment for a Board member is typically 10 hours and the role of President typically requires an additional 20 hours.