BOARD MEETING MINUTES
February 13, 2007
Directors present were: Duane Pontek, Pres., Bob Deken, Treasurer, Judith Weaver, VP/Sec’y, Wayne Divoky, and Chuck Sloan. Also in attendance was Ken Flynn, GM.
The meeting was called to order at approximately 9:00 AM.
The minutes of the January 10, 2007 meeting were approved. The agenda was approved with additions.
The Treasurer’s Report was given by Mr. Deken, a copy of which is included with these minutes. Mr. Deken stated that he anticipates that our annual audit will be complete in late April which would allow the Board to schedule the annual meeting of the members for some time in May. Mr. Flynn also reviewed the financials and reported that Food and Beverage losses were under the amount anticipated in the budget.
The following items were discussed under Old Business and action taken:
1. The Investment Policy language was amended by Mr. Deken and Ms. Weaver and was presented to the Board for approval. Motion made by Ms. Weaver and second by Mr. Deken. Unanimously approved.
2. Revised language for the pot luck liability release, drafted by Mr. Sloan, was recommended for approval. In addition, it was agreed that all other releases will be reviewed. Motion by Mr. Sloan and second by Mr. Divoky. Unanimously approved.
3. Mr. Sloan offered three options to attain committee service uniformity, and the Board agreed to the option which states: Voting members of this committee may not serve in a voting capacity on any other standing or governance committee except Communication/Unit Captains or Election Committee. It was also clarified that by “voting member” the Board means any full-time member of a committee entitled to vote on matters that may come before it. Mr. Sloan moved for approval and Mr. Divoky was the second. Unanimously approved.
4. Craft Room Usage was reviewed by Mr. Flynn. The Board is attempting to have a better understanding of room usage both as a part of reviewing space allocation and as a part of the review of the Reciprocal Agreement with Phase II. Mr. Flynn reported that club and instructor usage of the rooms is as follows:
Ceramics Room: 48 hours/week
Sewing Room: 52 hours/week
Paint/Framing Room: 43 hours/week
Cholla Room: 42 hours/week
Resource Room: 18 hours/week
Ocotillo Room: 12 hours/week
Dance Studio: 92 hours/week
Because these hours of usage do not reflect usage for meetings, the Board requested additional
information.
5. There was a discussion concerning the Lake 43 waterfall failure. There was a collapse of the waterfall sub-structure when the waterfall was turned on. Mr. Divoky reported that there may have been a failure of the liner which does not appear to meet specifications. This item has been added to the list of construction defects and has been forwarded to Mr. Poulos as part of the negotiations.
6. Mr. Flynn reported that an issue concerning leave accrual and the manner in which to account for it had been raised by the audit sub-committee. Mr. Deken and Mr. Flynn clarified that Paul Evans, the representative for the Association’s CPA firm, Eide-Bailly stated that the employment manual as written does not require accrual. Therefore, no action is required by the Board.
7. Mr. Flynn presented a concern over the continued usage of the N. Dobson temporary gate house. The Board asked if the 48 hours a week allocated to that gate were being utilized. The staff responded that they were not. The Board reiterated its directive concerning the staffing of the N. Dobson gate.
The following items were discussed under New Business and action taken:
1. The Amended and Restated Bylaws, which had been distributed to the Board previously by Ms. Weaver, were discussed. The Board agreed to set Board terms at 3 years. Mr. Pontek also requested that language regarding the holding of multiple offices be clarified. Ms. Weaver pointed out that adoption of the Bylaws by the Board is limited to this one occasion because the restated Bylaws give that authority to the Members, although the right to make technical corrections is retained by the Board. Ms. Weaver moved their adoption and Mr. Pontek was the second. Unanimously approved.
2. Mr. Flynn and Mr. Kozak, chair of the Properties Committee presented the results of the bid process to recommend a landscape contract. The Committee recommended ELS Maintenance because they represented an overall service package that the Committee believes will improve our common areas over time. They were a mid-range bidder; that is, they were neither the high nor the low bidder. Mr. Pontek moved approval and Mr. Divoky was the second. Unanimously approved.
3. Ms. Weaver and Mr. Flynn reported to the Board that there is a need to provide formal authority to AAM, our management company, for the collections process on overdue assessments. The language has been reviewed and changes made were reflected in the versions presented to the Board for the policy and the notification letters. Ms. Weaver moved approval and Mr. Pontek was the second. Unanimously approved.
4. Ms. Weaver cited a need to officially delegate the Board’s authority to provide notice to homeowners who improperly maintain and/or use their lots. The CC&R requires that notice be given so that corrective action may be taken. Ms. Weaver moved that the Board delegate ALC to provide these notices on behalf of the Board and Mr. Divoky was the second. Unanimously approved.
5. Mr. Deken reported that the Finance Committee had reviewed the prior Board policy titled “Contractual Agreements – Policies and Procedures for Budgeted Expenses and Capital Outlays” adopted on 9/19/2003. The Committee believes this policy should be revoked and the current Purchasing Authority for the General Manager adopted on 9/11/2006 be revised. Mr. Deken moved that the 9/19/2003 policy be revoked and that the Purchasing Authority be adopted as revised and Mr. Divoky was the second. Unanimously approved.
6. The need for a Capital Improvement Fund was discussed and the Board was asked to approve a request that the Finance Committee develop a proposal for this fund, which could be part of the overall Business Plan development which is part of their charter. The proposal would include at a minimum the sources for funding as well as a recommended spending policy similar to the reserve policy. Mr. Pontek moved approval and Mr. Deken was the second. Unanimously approved.
7. The Board established fixed times for Board meetings. The Board will meet on the first and third Wednesday of each month beginning in March. The meetings will begin at 9AM. If there is insufficient business for discussion, meetings may be cancelled but appropriate prior notice of a cancellation will be posted.
Ms. Weaver moved that the Board adjourn to closed session as permitted by Arizona Statute and Mr. Pontek was the second. Unanimously approved.
The Board came back into open session and adjourned at 1:00PM.
Submitted by:
Judith Weaver
Vice-President/Sec’y