Community By-Laws Meeting 2/6/2023

– Mission Moment – Conley highlighted the All Abilities Showcase for Zumba – approximately 100 people showed up to support this amazing group!

– Highlights – Conley went over some highlights of the hall and membership:

• Jan 2023 Hall Usage:  162 hours of community and group usage during January:  73 hours of community usage, 55 hours of wellness usage, 28 hours of arts usage, and 8 hours of all abilities usage
• Current Membership:  131 CFP Family Members (@ $52/yr), 41 CFP Individual Members (@ $26/yr), 30 Supporter Members (non-CFP Residents) (@ $103/yr), 44 Past Due members.  This totals $10,968 in membership dues over 2022.
  • Question from audience:  Can Membership Works allow for credit card payments that are designated as non-recurring so that they don’t automatically renew?  ACTION: Angelica will look in to this.
  • Comment from the audience:  Previously membership drives have been held with door to door requests, should we do this again?  ACTION: Conley will look in to possibly resurrecting that this year.

– Treasurer’s Report – David presented the 2022 final Profit & Loss statement:

• Total Income: $91,054.27
  • All Abilities – $1,434.00
  • Arts – $5,830.99
  • Community – $18,414.07
  • Donations – $11,179.00
  • Grants – $10,500.00
  • Membership – $12,155.54
  • Private Parties – $16,415.67
  • Wellness – $15,1125.00
• Total Expenses: $75,050.52
  • Arts – $1,530.51
  • Cleaning & Supplies – $10,723.27
  • Community – $11,735.21
  • Fire Code – $2,333.00
  • G&A – $3,384.07
  • Hall Management – $14,500.00
  • Improvements – $7,287.04
  • Insurance – $6,572.04
  • Landscaping – $1,810.73
  • Restricted Grants Paid – $6,670.82
  • Utilities – $8,503.83
• Anyone interested in details can contact David Breton (Treasurer).

– Paul Kelly (Supporter, involved in the AA & Camping Club groups) presented a proposal for Hearing Impaired Equipment

• The AA & Camping Clubs have each raised about $300 ($600 total) for hearing impaired equipment.
• It is felt that this equipment would be useful for expanding the audience for events at CFP
• These clubs have hearing impaired members and are looking for a solution that will benefit their members, but that can also be used across all activities at the hall.
• They have investigated one solution which is a single tablet and ancillary equipment that would cost about $1000, they are looking for the other $400 to be donated, and the equipment would then be stored at the hall, and available for use by other groups.
• Tom Charbeneu asked if the solution is useful for the hall as a whole or for only one individual.  David indicated that we should be able to make it displayable on a large screen TV for visualization for all, and not just an individual.  Tom indicated that if the solution is truly one that would benefit a whole audience in the hall, that he would contribute the remaining $400 sought.
• Sara Chase indicated that with her connections in the disabilities community she would help research solutions and help find the best one for the hall.
• Everyone in attendance appeared to be in agreement that this improvement would be very beneficial for the hall and enabling all abilities to enjoy our programming.

• Leon explained that what we consider CFP is actually three different subdivisions:
  • Hummock Point (Anthony Road north of the CFP Hall)
  • Common Fence Point (Area of the “alphabet” streets)
  • Narragansett Heights (area north of the RR tracks – Narragansett Ave to Short Street and Raynham)
  • The update to the Articles of Incorporation and the By-Laws would clearly define this whole area as CFP
• There are two deeds that come in to play regarding the Trust
  • 1926 deed Mr. Brown deeded property of approximately 42 acres to a trust under the CFPIA
  • 1924 deed put the 2 lots and the hall in trust.  These were not included in the 1926 deed and are not currently incorporated within the CFPIA, this is another reason to update the Articles of Incorporation and By-Laws to ensure these lots are legally included.
• In the 1960s the CFP Hall burned down and was rebuilt.  The current hall is the 3rd incarnation.  When the hall was rebuilt CFPIA received from the state legislature a $1 million real estate tax exemption.
• The 1970 By-Laws (Blue Book) that are posted on the web site have never been filed with the Secretary of State and there is no record of how, or if, they were formally approved by the association.
• Deb Torres from the audience paraphrased what Leon was presenting:  The update to the Articles of Incorporation and By-Laws is important since the tax exemption does not include the lots that the hall is on and we are not paying taxes on the hall.
• Leon indicated that we have talked to Eric Chappelle (lawyer) who advised going forward and making the change to ensure all of the lots that CFPIA has in trust are properly within CFPIA jurisdiction.
• The updates to the By-Laws also explicitly states that the Trustees are the Board of Directors of the CFPIA Non-Profit Corporation.
• Mike Zani indicated that the original trustees were not CFP residents and Leon indicated that they weren’t even RI residents.
• Tim Cathcart – the building and 44 lots will exceed the $1M exemption
• David Gleason (Trustee) indicated that Jen Borden (another Trustee) had to respond to the town’s extensive questions about our tax status and they were satisfied for now.  Current valuation of all property is approximately $3.9 Million, with the Hall and its lots valued at about $1.5 Million.
• Tim indicated that there may be other ways to preserve the land such as wild life conservatorship that should be looked in to.
• Mil indicated that Hall v. Nascimento (1991) that went to the RI Supreme Court and involved the extent of homeowners lots to the waterline vs what was in the Trustees hands may have already lumped all of the trust land (including the hall) into one entity since many attorneys were looking at the CFP deeds at the time.
• Lee Silva asked if the deeds were truly documented in the case.
• Someone in the audience asked if the lawsuit affected only one parcel or all parcels in CFP – answer was that since it went to the RI Supreme Court it actually affected all littoral waters in RI.
• Deb Torres indicated that we need to make sure that the Hall is truly covered within the association
• Leon indicated that the hall and its lots are in trust but not in the CFPIA
• Tim asked again if some shore land can be designated as conservation land or preserve to help limit taxes?
• Someone in the audience was concerned that this might limit the use of the land that residents are used to enjoying
• Heather Slatterly indicated that we really need to get the legal stuff in line so as to reduce liability
• Tom Chatcart indicated that it is expected that the Trustees will make sure that any decision will not have unintended consequences
• Mil indicated that designation as a preserve or conservation land is a negotiation and that we would get to decide what activities were allowed on the land.
• Mil indicated that she would like to see more meetings like this one prior to a vote on any revisions to the By-Laws
• Kevin Weinfeld (Former Trustee – on Zoom) indicated that Hall v. Nascimento is not germane to the discussion of whether the CFP Hall is included in the Association
• Paul Barrette (on Zoom) stated that on the Secretary of State web site there are two Articles of Incorporation – 1962 where all Trustees are residents and the 2003 Amended Articles which brought in the 501(c) status of the Association.  He stated that the Articles of Incorporation take precedence over the By-Laws.
• A member of the audience indicated that we should have a red line of the 1970 By-Laws to compare to the currently proposed By-Laws
• Aimee Sweeney read a statement (summary here):
  • Thanks to the Board and Trustees
  • Defining how CFPIA operates is needed adn welcome
  • The proposed By-Laws were advertised as accepted by all of the Board and Trustees – thanks for pausing the vote to allow more community input
  • With $3.5 Million in assets and with over 700 homes in CFP the Board and Trustees should all be residents
  • We should investigate using a bookkeeping firm to facilitate Treasurer’s role
  • Organizations and Businesses whould be run by Roberts Rules of Order and minutes should be posted for all to see
  • Term limits for Officers and Trustees should be investigated
  • A quorum is currently defined as 10 members, given over 600 homes, a quorum should really be defined as a number somewhere between 10 and 600.
• Bob Napier indicated that he has been on the board of numerous non-profits, they review their by-laws at most every 10 years, he sees that there may be conflicts and the potential for disaster with Trustees being able to remove any or all officers, as bad actors could take over.  The Trustees have principal caretaking responsibility for the property and the Officers are responsible for day-to-day operations.  Officers should be able to override Trustees by a four-fifths vote on any disposition of property, he didn’t understand some of the wording within the proposed By-Laws (inconsistent use of capitalization that could mean different things – David Gleason indicated that the Trustees were aware and would be correcting those issues).  Bob indicated that there should be more Checks and Balances to protect the property and residents.  Members should have a say  – this needs to be clarified.
• Scott Boyd (Former Trustee and Board Member) – indicated several points:
  • The 1926 Deed is the controlling document for what can be done with the land – it lays out specifics that need to be met for any land to be disposed of.
  • Hall v. Nascimento is important to littoral rights
  • He said the 1924 Deed (Hall) and 1926 Deed (Land) may have been meant to be separate, although we operate them together today.
  • The Trustees have no assets
• Someone in the audience asked when the Trustees want inputs by, David indicated that the next Trustee meeting is 2/20 and it would be good to have some inputs by then
• Aimee asked what the process would be going forward
• David indicated that we would hold a vote on the proposed By-Laws sometime during the summer when all residents are here, we would get more inputs and hold more community meetings to go over items that have been revised to the currently proposed By-Laws.  The approvers and voters on the new By-Laws would be paid members of the Association who are CFP residents.
• Peggy ? asked what By-Laws we are currently using – the answer is that although we are not sure they were ever formally adopted, we have been trying to do business per the 1970 By-Laws
• Gary Ross indicated that he agrees with Aimee regarding residency and term limits of Trustees and Officers and additionally wants to make sure that all meetings are advertised at least one week in advance.
• Mil said they would like more than 2 weeks for inputs
• Someone brought up the Mayflower project and the importance of getting educated on their plans.
• Someone asked if Article VI of the current By-Laws regarding the non-endorsement of political candidates would be carried forward (David assured them that it would)
• Nancy Rutter thanked the Board and Trustees and said that we have a special community here that people really want to become a part of when they are looking for a new home.