Meeting Minutes January 11, 2009

Transcription

1 Meeting Minutes January 11, 2009 OPE I G: The regular meeting of the CCR POA Board of Directors was called to order by Jerry Grubb, President, at 10:14 AM in the dining room at the Fiesta Inn Resort. DIRECTORS A D OFFICERS PRESE T: Jerry Grubb, Julie Schillinger, Hector Santana, Seymour Viscardi and David Miller: This constituted a quorum. PROPERTY OW ERS PRESE T: Thomas & April Graf, Lori Viscardi, Joe Maroney, Holly Cox, Gilbert & Daniel Guerra, Dego Delgadillo, Doug Klees, Carrie Dennett, Lee & Sandy Kent, Johnny & Jacque Medrano OPE FORUM: The Open Forum was recorded and has been transcribed and summarized into minutes that are attached at the end of these minutes. APPROVALS: The agenda for the Jan 11, 2009 meeting was approved. The minutes for the Nov 23, 2008 meeting were also approved. OLD ACTIO COMPLETED: None OLD ACTIO OT COMPLETED (OR STATUS U K OW ): 1. Contact County Supervisor about Wash Crossing (Seymour ): Seymour will contact DeSpain for further discussions. Joe Moroney & April Graf suggested that we do culverts ourselves with the county s blessing. The Board has concerns of engineering/structural issues, liability, and more. It was also suggested that we put a petition on the CCR web site with county contact info so property owners can write letters to the county. Seymour will report status at the next meeting. 2. Possible ew Management Company (Julie): Julie has made numerous contacts including negotiations with Pride and Heywood to no avail. They both want more than double what we pay CPI and they aren t willing to negotiate a lower scope of work, even though we don t need a lot of what they do, while they won t or can t accommodate our electronic property owner files that we must continue to maintain. So, all we would get from them is a higher fee. Subsequently, Julie set up a meeting with Larry at CPI (the owner) to discuss what could be done to satisfy both CPI and the CCR POA. The meeting went well, but another is needed which Julie will schedule and report outcome at next meeting. EW ACTIO : 1. Purchase of Road Signs: There is now money in the budget to buy new road signs and replacements for signs that have been damaged by gun fire. Quotes have been received for signs as well as installation. It was suggested by property owners at the meeting that the Board post an RFQ on the CCR web site to obtain quotes for sign installation by property owners. A written Statement of Work is required to assure that we get proper and consistent work. Will discuss further at next Board meeting. 2. Fire-Brigade Activity with County: The Board needs to research the issue with the County and an attorney. Further discussion deferred until next Board meeting. 3. Mini Weather Station: Jerry suggested that we purchase an amateur weather station (about $250) for installation at a volunteer ranch residence who maintains 24/7 computer online service, and register it with Weather Underground ( This would allow anyone to get near real-time weather information directly from CCR online. Randy Brooks, our Webmaster, maintains a computer online 24/7 and volunteered to host and maintain such a unit at no cost other than that of the initial purchase. The Board unanimously agreed to proceed.

2 DISCUSSIO & OTHER RESOLUTIO S: 1. ew Bylaws: Are in force and uploaded on the CCR website 2. Annual Meeting: Who will be doing what? Will be discussed at next meeting, February 8, Road Grading Issues: Joe Maroney has reported twice that the road grader is making some of the roads too wide, and in some cases is shifting them to one side and ripping out property line markers and fence posts. He also stated that some roads need side ditches as drainage reservoirs. The Board again recommended that he contact Randy Brooks as stated on our website. ADJOUR ME T OF OPE MEETI G: Meeting was adjourned at 3:30 PM. The next meeting will be scheduled for the month of February with notices sent (subsequently set for the 8 th ). EXECUTIVE SESSIO : Meeting adjourned at 4:50. Minutes submitted by: Julie Schillinger, Secretary/Treasurer MI UTES OF OPE FORUM BEGI S O EXT PAGE Page 2 of 13

3 OPE FORUM: Doug Klees: Prefers neighborhood watch; more eyes and ears. Need to communicate among ourselves. He first proposed the watch concept when there was no money offered. He saw the article in newsletter about the position. Thinks we should have asked for volunteers early on, as is done with Neighborhood Watch. He wasn t pleading his case, but rather promoting a volunteer community effort. April Graf: Says Doug was three years late as she and her husband has been looking out for other people s properties for years, naming Medrano s and Santana s as examples. What he (Doug) is saying was only invented a couple of months ago while in fact it s been there for years; all he had to do was talk to his neighbor and he would have known that. Why was Doug informed of the position several months before it came out in the newsletter? Obviously, nobody else knew; it had to be a private meeting which is not fair. What came out in the newsletter was that we wanted 125 miles watched on a regular basis. That crosses the line between volunteers and paying somebody gas money. The need for cameras and everything else is not necessary; that s not security it s surveillance; that s not what this is about. She was born and raised in the area and she knows it inside and out. Doug does live near an entrance, but what he doesn t say is that there are 8 entrances that need to be watched. There is definitely a need for security out there; somebody needs to be on the road. Presence is always a deterrent. You need to be mobile and in a lot of places, so there are a lot of variables that cross the lines from volunteer to a paid position such as was in the newsletter; and that s why the red flags started to come up. The other red flag is that there is a particular group that has managed to get every single contract. There s a lot of money going out that needs to be seriously looked at. This one I thought was fair until he said he was told several months ago about it; I thought it was a fair opportunity for anyone who is familiar with the area or that had an interest in helping their neighbors. I was shocked that Doug was told before anybody else. Credentials are a big factor; to do security you have to have knowledge; there s guidelines you ve got to follow; there s lines you cannot cross; and training is necessary if you re going into a paid position. Joe Moroney: I applied for the security position. Two hours after I applied I received a phone call from another applicant about information that had been said, not during a Board meeting, but after. The information was totally incorrect which put me in a bad position with this other individual. This had to have come from a Board member because there wasn t anybody else at that meeting. I would like to make a formal complaint against the person I talked to, and we both know who it was don t we Hector, about this information going out and getting twisted around. I never said anything bad about another individual that was running. All I did was give you a heads-up on what somebody else had said, and I told you that, and that got turned around that I called people thieves and I never did that, nor would I. This person was my friend and I hope that we still are because I never said anything derogatory about that person whatsoever to anyone. I did remove myself from the list for the job for that reason, not because anyone was threatening me or anything else. I just don t want to deal with people that are going to do that. I think it s totally unnecessary and outrageous for a Board member to do something like that, and we are going to have words. (April commented that she feels the same way about Doug being informed of the position before it was available to anyone else). Gilbert Guerra: Do we have two candidates for the security position? Jerry Grubb: We had four. April made a very good point, and I have to take the hit for this, the whole security idea evolved over a conversation, and at the time it appeared that it was going to be just a good-ole somebody who could drive around and we d compensate him/her for their gas. It sounded like a good idea. But things evolved from that point through two other people before it got to Doug. We never intended this to be a competitive position, but it got out of hand and I take the blame for that; it was my fault and I didn t follow proper procedure, I ve learned, we stopped it, and then made it public and competitive and I hope we fixed the problem. We are not going to make a decision based on hearsay. Rock throwing will not influence our decision. QUESTIO : Did you guys write up what the qualifications are? Jerry: We have included a statement of work in the website posting. We re re-looking how we re going to make the decision, if we re going to make one, and we ll post that information. Also, all the criteria that we re going to look at will be resubmitted back to each applicant to let them fill in any information that they feel we don t have. April asked if that is why Jerry called her the other day, adding that she thinks a background check is important as is fingerprinting. Jerry: We have to discuss this further; we can t go overboard. Page 3 of 13

4 April: That s not overboard. You need thorough screening. Jerry: This position is little more than a block watch. You re talking thousands of dollars here out of our budget so we want to be careful about over-killing for a block watch position. Even background checks can go over $100 apiece. April: Let the applicants furnish their own. Jerry: That s not how it s done. A background check isn t real unless it s done by the employer. April: I agree, but it must include full screening. Jerry: We ll discuss that, but bear in mind that we have to draw a line somewhere because too many people think that this person is going to be a police officer, but they re not. This person will not have any empowerment to do anything at all. April: I don t think anybody thinks that, but you re putting the word security on it and you d have to do full screening if you were at a Jerry: The title of this job will not have the name security anywhere. We don t want to get crossways with Arizona Statutes. The statutes are very specific about what security people do; this is not a security position; this is an observing position a block watch. April: But you need to be very careful. I cannot sit there and take pictures of someone because if I do that its surveillance and that person can sue me. So you re talking a lot of lines you really need to be aware of. Jerry: We are, trust me. This will be a block watch kind of position where the Board and the POA have no liability. Whatever that person does out there that isn t defined in the Work Statement will be at their own risk. Our Work Statement will not say that they can take pictures of anything whenever and as long as they want. However, if they see something in progress that is suspicious, sure they should take pictures. If they re wrong, no one is going to sue. When you re in the wilderness, what is this person to do? They can t get help very fast, they won t be armed, they won t want to endanger themselves, so what else can you do other than take pictures and take notes? We don t want this person to risk bodily harm, and our posted Work Statement specifically forbids taking any action that would put them at risk. April: Is this the one that s in the newsletter? Jerry: I m talking about the job posting and Specimen Contract on the CCR website. If you go to the website, there is a pop-up on the opening screen announcing the position and soliciting for applicants. When we get more specific selection factors formulated, we ll mail them to the applicants. April and others remarked about everyone not having Internet. Jerry: We can t mail every item of interest to 700 property owners; this was a posted solicitation for a job that started out to be volunteer. We ve done everything we know how to do to. Our official means of passing along information is by the CCR website as was approved by the Board in 2006 and again in As for local residents, word of mouth has worked very well also; virtually everyone knows about this job. So, we may have jumped the gun last fall, but we re fixing it. What more can we do? One thing I want to reiterate is that this is an important position, but, again, it s nothing more than an expanded block watch that we can count on every day on a random time and location schedule such that the bad guys won t know when or where the patrol will be. Posted signs will advise them of the patrol so they know that they might be seen and identified. They will know that they re license plate number could be recorded, as well as any regular patterns they may have, their picture may be taken, etc. It s all about data. Data helps the authorities to catch ill-doers and to convict them. Hector Santana: What I ve heard as the main complaint is that whenever the Board is going to hire anybody, or a check is to be cut to somebody, the position should be advertised openly to everybody. We had an individual running around a few months ago claiming that he was the security person; I didn t even know the guy; he d never even been to a Board meeting; then he assaults David. Since then, there s been another individual running around claiming that he was the security person. Jerry: Excuse me, but that position HAS been posted publicly for a month. Hector: But there have been people running around for six months. Page 4 of 13

5 Jerry: That s hearsay and it s in the past. Hector, we need to reserve this kind of discussion between Board members to executive session. This is an open forum and you re sitting at the Board s table. I ve already taken the hit for what happened in the past. I took the blame. It s over. We re now here today and we already started fixing the problem a month ago; the job is posted. We ve already said that we re going to hold the position indefinitely until we get all the bugs out. Hector: But let s make sure that anytime that we re going to hire anybody that we publicize that so that everybody can apply. We haven t been doing that. Jerry: There has never been a requirement to post every job so anyone can apply. It wasn t for the Board before us, nor was it for the Developer. If you want to suggest this as a new requirement, then do so properly during a normal Board meeting. April: Let s talk about $156,300 last year going to one set of individuals. Road maintenance, road signs, well operation, upgrades all went to Randy Brooks. These should have been bid on. Jerry: We DID go out for bids. Julie: Just because they got the contracts doesn t mean that we didn t get bids and scrutinize their prices. April: Hector didn t know about it. Julie: Hector wasn t on the Board then. Jerry: The roads job ($94,000) was started in 2007 and we got a bid from Pinion who had been doing the work when Johnny was on the Board, after which Randy approached us and asked if he could bid the job promising that he could save us thousands of dollars; no one else came forward and we didn t know of anyone else that had the heavy equipment to support it. We didn t post the job, I admit that, but no one had posted it before us either. April: Naturally he came in low bidder after he knew what Pinion s price was. Julie: He didn t know what Pinion s price was (but he did know what was in the budget as did everyone else). Hector: No one is complaining about Randy. Jerry: Randy actually surveyed the property and gave us a detailed breakout of what was needed and where with a price for each; Pinion only gave us a price per mile for grading and it was higher than Randy s total that included culvert work and fill. We have his detailed proposal in the Treasurer s files and it s available for anyone to see. April: We should have a breakdown in every year s budget for what was bid and what all the bids were. Jerry: Why for God s sake? April, I m sorry, but we re all volunteers and we also try to maintain some sort of a life. We don t have time to do all of that. If you want to audit any of our records, they re available during business hours as provided for in the CC&Rs, and Board meetings are all open. It s neither practical nor necessary to publish the details of every transaction; no HOA does that, nor does any corporation that I know of. When was the last time you saw a city publish the breakdown of all their bids? April: You had the time to show that the contracts all went to one set of people. Jerry: That was the final result; they didn t start that way. Are you saying there was some sort of collusion? Johnny Medrano: Let s put and end to the bickering. It s obvious that the Board has a problem communicating. Jerry: Communicating? That s what you see as the problem? Okay, okay, we re listening. Johnny: Fees are going up and up and people are saying, where is all this money going? As a Board, you need to communicate better, although I m not saying every nickel and dime, but job applications/postings are important. Jerry: Johnny, why did your Board choose Pinion as our roads contractor? Johnny: We just took it from United Realty (the Developer) because that s all we had available at the time. Jerry: How did you know that? So, you re saying that we were we wrong to accept an offer to save $40,000 because we didn t post the job? Page 5 of 13

6 Johnny: What I m saying is that if you had better communicated with the property owners, we wouldn t be having this discussion now. Jerry: I don t know how on earth we could have possibly communicated any better than we did. We made huge expansions to the web to better post information, we mailed three newsletters, we setup an onsite bulletin board, we sent five mailings in 2007, we ve answered hundreds of web mail messages. Johnny: We just had a discussion about security because no body knew anything about it. Jerry: That was one mistake Johnny; we ve already been through that. Johnny: There you go. That s my point. It s the point of my issue. Jerry: What issue? We were talking about the roads contract now we re back to the security fiasco. When this security thing started, there didn t seem to be any reason to go competitive on something that was a glorified block watch. It evolved into something more and we recognized that and started to remedy the situation back in December. Lack of communication wasn t the problem; an error in judgment about the nature of the position was the problem. Unknown Person: When was the Board meeting where it was decided that he (Doug) was to be the security person? Jerry: The Board never made that decision. I don t know why Doug ever thought that; it was evidently hearsay since he had started his block watch activity on his own. Posted Board meeting minutes will confirm this. However, there was a Board meeting last year where the security patrol concept was approved and an amount set aside in the 2009 budget. This was the reason it went into the newsletter last fall. Admittedly, we initially thought this would be a simple thing to implement and that everyone would welcome anyone that did the job, so we were considering the first person that volunteered and presented the idea, but that person was soon involved in some problems up there so we stopped action and put the concept on hold. Doug s name subsequently came up as a candidate, but the Board never officially evaluated him, but instead deferred the selection process to 2009 (discussed at the open Board meeting at the Ranch well site in October 2008). In December, the security committee chairmanship was transferred to Hector to evaluate other candidates and make a recommendation for Lori Viscardi: My question, and I don t mean to be rude, is why haven t you all been at the meetings? If this is so important, and your community is obviously important, you belong here listening. Also, some of what I heard here today from a Board member made me uncomfortable and, as a Board member myself of my home HOA, I think it clearly belongs in executive session. Also, don t forget that your Board members are all volunteers; they aren t paid anything. They can t report everything they do; you have to trust your Board, otherwise why have them? Julie: We do our best for the Ranch and we work countless hours, far above and beyond. If there are any doubts about anything we ve done, make an appointment and check our files. They are so clean and detailed, especially on road maintenance; we have before and after pictures on every major task, and we have justification for where every bit of our money is going. April: How do you justify giving them every single contract? Jerry: There s only been two contracts and they are both open-ended so each transaction has to be approved. April: Well maintenance, Randy and Al. Jerry: The well maintenance has been free; neither of them has charged a dime for any of it. Al has been maintaining the well since long before we were Board members. The actual upgrade was routed through Randy as a general agent since he and Al had already been active with the old well. We purchased the major equipment directly (Julie is a Purchasing Agent); the well house was built by a licensed subcontractor to a county-approved engineering drawing. April: When you (Jerry) first got on this Board (2007) you were handed a list of volunteers from me at a meeting at the Ranch, and not one has been called upon. Julie: That list was given only to our Roads Chair who was to locate and evaluate any volunteers that could be utilized for road maintenance and road signs. In subsequent meetings she didn t offer any candidates for any of Page 6 of 13

7 the jobs at hand, so we thought no more about it. We did find out later that Al House was on the list as he persisted and volunteered for things he knew needed to be done without being asked. April: Even though this Board member faltered, you knew that there was a volunteer list out there. Jerry: The rest of us on the Board were never given the list and it didn t seem like an issue at the time. Hector: We know there were volunteers for a long time and we never used any. Jerry: What job did we have for them do? Hector: Road signs. Didn t somebody just pick up a check for installing road signs? Jerry: Yes, we might have done that, but Hector, why didn t you bring that up in a Board meeting when we were discussing road signs instead of now? You re a Board member right? I m getting very upset with you because this is not the proper agenda for you to be criticizing your own Board. This is an open forum to hear from the membership, not from Board members. Lori: I apologize again, but we re still evolving. This is a baby Board. Our Ranch is growing and it has been a very busy two years. The Board is doing the best they can and some of them are picking up after those that didn t do their jobs before them. Number one, if you want to volunteer and get involved, be at the meetings. Sometimes when I hear these complaints, I want to throw my hands in the air and say where were you? Number two, we have a great web site; if you don t have a computer in your house for a long time I didn t either but if I wanted to know what was going on I went to the public library. There s no excuse for not seeking information if you want it. If I wanted to volunteer I made that fact known, just like Randy and Al did; I didn t wait for a job to be posted. We have a responsibility too; the Board can t do it all. If you want to volunteer, speak up; don t tell me about a two-year old list. Jerry: Go look at any set of meeting minutes. Take your pick. See how many of our minutes you can find that s less than three pages long. We have so many action items they sometimes take three months to close. We have a lot of issues; 6, 8, or 10 every meeting. We have long, elaborate meetings. We have a lot to talk about and we have done far more than any HOA I ve ever been associated with to communicate with our membership. We ve published minutes for every Board meeting since 2007 (18 to date). Many of the issues brought up today are covered in detail in those minutes, but you have to make the effort of reading them. We ve uploaded many items to the website that were never there before. April: I understand that, but do we not pay someone $1600 a year to oversee the website? Wasn t that intended to take some of that weight off your shoulders? Jerry: A webmaster simply uploads what we tell him to do; he s not a Board member and should not be making decisions on his own. How could he take any burden off the Board? April: My point is couldn t he post the need for volunteers? Jerry: Yes, if and when we tell him to. But we (the Board) have to take the time to decide what needs to be done, formulate the job description, and come up with fair ways to determine who is qualified. Our requirements must be specific: we can t just solicit for anyone with a shovel to install road signs (how much concrete, how big must the hole be, how deep, what locations, when, etc). We re responsible for the quality of the work, both ethically and legally. There s a limit to the use of volunteers. April: But when the volunteers were so bad for the well that you ended up paying a contractor, we could have utilized that person. Jerry: We re a corporation registered under the laws of the state of Arizona and we re obligated to operate like one. The well posed a structural engineering and a safety issue; we had to have a contractor. We have to be very thorough in setting requirements when we use virtually unsupervised volunteers. Once we do that, only then can the webmaster post it. Hector: When a contractor is hired by the Board, isn t it generally protocol that we go out and get three bids for a job, share the bids with the Board, then the decision is made and agreed on by all the Board members? Jerry: That would be fine if the Board decides to implement that procedure, but no one on the Board proposed that we make that our standard process and you were on the Board. Page 7 of 13

8 Hector: Yes, I am on the Board and I don t think this protocol is being followed. Jerry: There was never a requirement to follow that protocol. If all of a sudden that s become an issue, then bring it up at a Board meeting and let s discuss it. Hector: When I was Well Chairman I didn t do anything because by the time I made a move, you d already signed contracts with Randy and you were already purchasing a generator. Jerry: This is completely out of context as past meeting minutes will confirm (March 2008 for example). We need to table this discussion right now; it belongs in executive session. Hector: Whenever you hire a contractor, you get three estimates and you have the Board look at it and you say, lets take a shot at this guy. That wasn t done on ANYTHING this year. Jerry: Again, it wasn t a requirement. Our agreement was basically for time and material and we knew we had established a fair price for the work, and each task had to be approved when it was needed. And, once again, we re only talking about two jobs: the roads and the well. Hector: On an annual basis, I ve run corporations; I ve been responsible for budgets and things like that; it s an annual thing. Even if you know your going to keep this contractor right here, you still get three written estimates just to show that you ve remained competitive; that s protocol, you just do it. Jerry: No, you don t just do it! There has to be reason to do it and I haven t heard any facts to dispute our choice. Once again, this is a matter for discussion among the Board, not to divide the Board in an open forum. The well was not a classic job, we didn t actually have a single contract for it, and it would have been difficult to formulate without leaving ourselves open to contract changes for every nit. I did the system engineering and researched and purchased the major equipment, and I designed the peripherals. A licensed contractor built the well house to drawings approved by the County and Randy and Al did what was left. I didn t think you had the time or the skills to take this on, so I didn t ask you volunteer. Hector: But I did volunteer. Jerry: Not really. Lee Kent: Yes, he did volunteer. You assigned him as the well chairman then you turned around and had all the bids and checks written to somebody else. Why didn t you tell him? Jerry: It wasn t that simple, but maybe I made a mistake. There were some heavy engineering issues and I guess I felt best qualified to do what I did. Right now, I m just tired and I don t understand the point of this discussion. I feel like this is a lynching instead of a meeting. I ve been burned in the past and the well was a major project with little margin for error and I felt it needed my skills. Maybe I was wrong, but that s why I took charge. Lee: You are definitely getting far more information about the Board meetings online than previously. Unknown Person: This is all good material. I love this open session, and it doesn t matter who s president or secretary. If we got a new one, we d still be pointing fingers at whoever is in your chair. There s always room for improvement. You ve acknowledged some of your weaknesses possibly; it takes quite a bit to even acknowledge that. Obviously there are different opinions of everyone. If we can just learn from what we ve done; the topic is volunteers now you know. Get the list out. We don t need to put a tag on who s fault it is, as long as we understand what is at fault and what can we do in the future to better ourselves. The Board meetings are wonderful and I don t envy anyone in your seat. There s nothing you re going to do that will be right for everyone. Sympathize with some of us that don t have an Internet that live at the Ranch; that s a bitch excuse me. We re not all in the tech field; you talk about the website and the library or the car or the laptop, but how about me that don t have one and I m full time at the Ranch. Unknown Person 2: Then come over to my house; you can use my internet! Seymour: At the well we have a community bulletin board where we post the more significant items for those without internet. Jerry: Admittedly, we can t post everything; certainly not every set of minutes; that s why we use the website as our primary means of communication. Page 8 of 13

9 Unknown: But we as a group, whether you got it on the web or on the well house, or wherever the space is going to be designated, we need to know. You say it costs for stamps and printing to get it in my mailbox, but that s an important issue. You say the job description for security is on the website, but those of us that don t have it, we don t know. Jerry: Mailings take a lot of time and money; you have no idea. However, we ll take everything you ve said into consideration. Seymour: When it comes to doing the kind of work we do, nobody wants to volunteer. Lee: Yes, I don t understand how you can do what you re doing. I know about my job and I have no time to volunteer; you and we have a home and family and that s why I don t volunteer. Jerry: It is fact that there is so much to do that we have to draw the line somewhere for our own sanity and survival. However, we re taking all of your comments as constructive and we ll see what we can do better. Hector: I think it would reduce the scrutiny on you two (Jerry and Julie), being that you re married and both voting members on the Board, with you being the president and she the secretary. You know, there s a lot of scrutiny on you guys just for that because nobody else has any oversight on the checks that you re writing. You know I don t know Seymour doesn t know and David doesn t know, so that s putting a lot of scrutiny on you guys. Jerry: Hector, once again, this is an open meeting and not the time to be criticizing your fellow Board members. Again, by law everything we do has to be recorded and filed, and our files are open to all property owners. You can see every check that was written, receipts, invoices, and whatever. And, remember, we don t cut checks: CPI does. We have to give them a receipt or invoice with justification. If you want to know what we re doing, just ask. You want us to bring all our books to Board meetings, just say the word. Johnny: I propose a resolution, that the Board not have family members as members of the Board. We re not accusing you guys of anything, but for future reference. It s too easy for a couple, with different last names, to be very destructive to this association and to clean us out. The wrong people could get in there and vote a certain way and jeopardize the Association. So, my proposal is to not have any husband-wife team on the Board. Jerry: Husband and wife teams can be far more productive by being able to work together on Board matters, especially things like the database. Johnny: Again, its not against you guys. I personally would be more comfortable knowing that I had five votes on that Board instead of four. There is the possibility of a severe cahoots happening within the Board if we had the wrong people in there voting a certain way. April: Like with security, if we were on the Board and I put in for the position, one would have to relinquish, that would be only ethical. Hector: That would be like a contractor benefiting from their position on the Board. Jerry: What does that have to do with anything? We re not talking about contractors or even paid positions; that s clearly a conflict of interest and is already forbidden by our bylaws and by state laws. A family member of a Board member, even if they aren t on the Board, can t even bid on a job without the related Board member declaring a conflict of interest and abstaining from voting; that s the law. In regards to family members being on the Board, it would seem that the solution to your concern is to restrict voting to only one family member. For example, last year we appointed Julie as a non-board-member Treasurer because she was so good at what she did but she had no voting power. Johnny: We risk a lawsuit against Chevelon Canyon Ranch and it would go public. Jerry: How do we risk a lawsuit? Who would sue us and for what? What are you afraid of that would cause you to turn away someone that does the kind of work that we ve done? There are no laws against us both being on this Board, not even in our own CC&Rs or Bylaws, and there are a lot of checks and balances that prevent anyone from taking advantage with open meetings and open books. We re a team; you either get both of us or neither of us. We have and want to continue to make a positive difference to this POA and we don t have a clue what you re worried about. Johnny: It s not about you, it s for future reference. Page 9 of 13

10 Jerry: We re here now. Such a prohibition would prevent us from re-running in the future. Unknown Person: Exactly! Jerry: If anyone wants to accuse us of something, please speak up. Jacque Medrano: This happened before with David and Bailey. I don t care about last names. If you live together, you re a couple. You should not both be on the Board. No, this shouldn t happen; this is the second time. Family members should not be on the Board together. One of you needs to bow out. You should have just one vote. Julie: Having one vote isn t the issue; we already know how to fix that. During my entire term, whenever there was a vote, I shut up and let everybody else vote and we could make that a policy. Johnny: It puts a big question mark on the Board whenever something like that transpires. Jerry: We ve heard you, but we re puzzled. We ll discuss this at a Board meeting and post our decision. Unknown Person: There s been a lot of criticism going on and that s all good, but I d like to recognize this Board for making the greatest accomplishments, especially the well. This is the only Board that has ever gotten this done and it should have been done right from the beginning. (applause). April: I m glad you brought the well up because that s another one of my problems. I don t know how many people here are familiar with Kxxx Wxxxxxxx, but we ve had several disagreements with Mr Wxxxxxxx. This is a paper, and I have copies for everyone, that was recorded with our actual contract when we bought the property. This is binding, okay. This paper here about the well is very specific about anyone being piped in; this is Mr Wxxxxxxx s whole grounds to sue us. A lot of it is outdated, but it says that nobody can be piped in. Unknown Person: You all know that when Wxxxxxx gets wind of it, he ll go after us. Jerry: What paper? Oh, I see, you re talking about the Well Guidelines. That was written by the Developer for the old well. Guidelines can be written, amended, or waived by the Board per the CC&Rs (3K and 5K) and Bylaws (VIII-4). It s certainly not grounds for a lawsuit; who would be the injured party? Crowd: But it s part of a contract. April: My attorney says it is part of a contract and it is enforceable, and it is recorded. Jerry: No, this document is not recorded; our Bylaws weren t even recorded. Guidelines are rarely recorded. And, even if these were, our CC&Rs and Bylaws give the Board total power over rules and regulations created by them or a previous Board (the Developer in this case) that weren t voted on by the membership. The decision to allow the Rancher to connect was approved by the Board in exchange for his sharing of the cost of operation and maintenance. April: Well, if you re going to modify something, do it. He could use this to cause a stink. Jerry: The modification legally occurred as a waiver when the Board approved the action and it was published on the website and in our newsletter, so there was no attempt to make it a secret. Again, who was the injured party? How could Mr Wxxxxxx claim any damages? This costs the POA nothing and, in fact, it has already benefited us as Tim has been helping with maintenance. You re right that we need to change the published Guidelines, and we will change it to bring it up to date with the new well, but we re not at risk until we do so. Thank you April and everyone for being concerned, but this is not something that is going to hurt us. I m sorry if I got defensive, I didn t mean to. Thanks for the kudos. This is a tough job. Unfortunately, we aren t like the typical HOA where you have nice condos side-by-side with paved streets and you always know where everybody lives. We have property owners scattered all over the country and we have to serve them all equally. That s why Julie s work has been so invaluable in keeping track of everyone. Very few people would have ever put in the hundreds of hours she has to clean up our POA membership addresses and locate the deadbeats that haven t paid. Julie: I spent all of last weekend in front of the computer sorting through this last mailing, comparing postal records and our database with the County, and now we re down to only 18 that we can t find. There were 193 members with unknown addresses last year, and this is ongoing. There are constant foreclosures and people moving without notice. If I let it sit for only a few months, it s like starting all over again and the County is months behind in getting information on their website. We re trying to do at least two mailings each year because that s how we find a lot of the people. We just had returns from our last mailing with as many as three labels Page 10 of 13

11 stuck on them. They ve moved three times since our last mailing only a few months ago. It s very rewarding to me when I get this information and I feel like I ve accomplished something important. Jerry: I hear all the concern about the husband and wife thing, but if we didn t have Julie on this Board our records would be a mess and the Association would be seriously behind in collections. She doesn t always do it alone; I often help as does her daughter (she s 25). It s an incredibly thankless job. Julie: I m hearing that we re not trusted, yet Jerry and I are both seasoned professionals. I don t understand why you wouldn t welcome our commitment rather than trying to shut it down. So, is everything cool for now and do we wait until one of us isn t elected, or do you want to forbid us both being on the Board now? April: This shouldn t have happened from the beginning. Julie: Then, if that s the case, we re both gone. If one of us is going to give up our life, then we both need to do it. It doesn t work for us with one putting out 15 hours a week and the other one watching. Johnny: I m talking about the Board for future reference. If one of you can t run without the other, then you shouldn t run. Jerry: Exactly what is the issue here? Have we done something wrong that would have been prevented if only one of us were on the Board? Why do you want to lose what we bring to our POA because of some kind of tradition or imagined wrong doing? Johnny: With all due respect, I m only concerned about the Association. Other folks might not do that. Jerry: That s not what I m hearing! If you re really talking about some future characters, what exactly do you think they could do? We re willing to give way more than most for this Association. I know what we can do as a team; you ve seen it, yet you re saying that we haven t proven ourselves and we both can t run. Jacque: Exactly. Jerry: I guess you have to feel the way you feel and we have to agree to disagree. We have a licensed management company keeping the books and checking our expenditures; we have other Board members that monitor what we do; we publish minutes of our every action; and all of our records are open to every POA member. Exactly what is it that you think we could do? Jacque: I just think it s unprofessional and inappropriate to have family members on the Board. Jerry: What makes it unprofessional and inappropriate? Having family members on the corporate Boards of Directors is very common all over the world, so by common practice it s hardly unprofessional or inappropriate. You utilize talent where you can find it. Motorola was a prime example. If you don t have any specific issues, then why object? Tom Graf: It s obviously an issue. Why don t you and the Board think about it and vote on it. Jerry: Good point; that s what we ll do. Jacque: The issue is about having different names and people not knowing that you re married. Jerry: We make it no secret that we re married. We haven t gone out of our way to publicize the fact because we never viewed it as a problem. We let people decide about us by our performance record, not our marital status. Jacque: When people are voting on you, all they know is what s written down there. Jerry: And we write down what we ve done and what we can do for the Association; performance is all that counts. I m sorry you re so suspicious of everyone. Jacque: All people know is that you have two different names. Jerry: Okay, but why should that make a difference to a voter who only wants the best candidates to win? Johnny: Because you re trying to trick the people from the very beginning by not telling them that you re husband and wife. Jerry: Exactly what are we trying to trick them into? Voting for us so that we can spend hours away from our families doing Board work? If that s the only issue, we ll put that in our profile next time. Page 11 of 13

12 Jacque: Let me understand, you were appointed to this position? Julie: Last year (2007) I was not elected to the Board, but I was appointed by those that were elected as the Treasurer and another woman was appointed as the Secretary, so neither of us could vote. I was elected as an official Board member in 2008, but I voluntarily haven t been voting. Jerry: The Bylaws allow the appointment of non-board members as Secretary and Treasurer. Tom Graf: Obviously, you guys need to address it and vote on it. I agree with the Medranos and there s other people here that agree also. Jerry: Would it make everyone happy if we made her an appointed position again? Unknown Person: Appointed by who? Jerry: By the Board; they re the only ones that can do it according to the Bylaws. Tom Graf: Let me ask you this: Is there one vote between you or two? Jerry: In 2008 Julie and I could both vote but she abstained since we always had a quorum and her vote wouldn t make a difference. Tom Graf: The issue right now is two votes or one; that s the question? Right now, the way it is, one vote or two votes? Jerry: I already answered that. Legally, we have two votes but we re willing to continue to have one of us abstain, and even to see if the Board wants to make that a policy. Hector: I agree that Julie has refrained from voting so far. April: If Julie was an appointed position, does that mean we could get another Board member in? Jerry: Yes. You would still have five Board members plus the non-voting Secretary/Treasurer. Julie: As we said before, in 2007 we had five Board members plus a Secretary and another Treasurer; so we had seven people, five that could vote. Hector: Isn t it intended that the president and secretary/treasurer be different positions so that there are checks and balances? Jerry: Yes, they must be different positions in accordance with our Bylaws and maybe even by State law. Hector: The question is, if you were elected as president and your wife was appointed as secretary/treasurer, would there still be a conflict of interest? Jerry: There isn t a conflict of interest now; the state doesn t think so and neither do our CC&Rs or Bylaws. This whole discussion seems to be over one vote. April: As it is now, does it require the president s signature and the secretary s signature to cut a check? Jerry: No, it requires only the Treasurer s signature to authorize CPI to cut a check and they require a receipt or invoice. No matter who the Treasurer is, they have to be trusted. Hector: Could I go to the Management Company right now and tell them to cut a check for something? Jerry: Absolutely not. It can be submitted only by the Treasurer and accompanied by appropriate paperwork. Again, you have to trust the Treasurer whether she/he be a Board member or not; that s the way it is with most corporations. CPI is licensed and bonded and they keep records of every transaction and these records are available to all POA members. With one day s notice, you can go to CPI and spend the entire day looking through every record since we contracted them if you want, and all budgets are approved by the Board which the Treasurer has to live to. Julie: Any Board member could go to CPI and request a check, but they would insist that it be authorized by the Treasurer because I m responsible to justify all of our expenditures. That is the job of the Treasurer, appointed or not. You either trust me or you don t. Jerry: We need to move on, and I understand your concerns, so the Board will discuss and arrive at a conclusion regarding the family member issue. Understand that a restriction preventing family members from being elected Page 12 of 13

13 to the Board would require a change to the Bylaws needing POA membership approval, so even if that happened, it wouldn t apply to the upcoming election. Hector: I think that Julie does a great job and she would be hard to replace. Julie: That s why I drink (laughter). Hector: If one of you weren t on the Board or appointed, would that be a problem? Jerry: Yes it would as we ve said several times. Both of us don t have to vote, be we both have a legal right to be Board members under the laws of the State, the Corporation Commission, and those created by our Developer of the Ranch. Lori: I think you have to realize how much this community has benefited from these two because no one has stepped up to the level of what they ve been able to do. Julie: We are able to do a lot for this POA because we have the experience and the tools that we need in our home, and we re committed. Having a Secretary living in a different house was a nightmare. The kind of networking that it would take would be very expensive. We couldn t get anything done, so I ended up doing a lot of it because of the sheer logistics problem. April: In making our comparisons, the first Board that came in was setting up the Board, we had no HOA. That s the only comparison we have. They had one year trying to get Management Companies and trying to figure out even how to run the Board, while this Board, no offense, has had several years (two years). They pretty much had it setup and the structure was taken care of. So, when we do comparisons, we really need to keep that in mind. Jerry: Not taking anything from the first Board, but knowing how to manage or run a Board should be a prerequisite for placing yourself in nomination. All of us on the Board have been in some form of management for years and several of us have been on Boards before, so we didn t need a training period. You don t set up a Board ; you spend an hour or so defining the roles and responsibilities (structure if you will) and you get to work. It didn t take us two years; it took one Board meeting, as I m sure it did the original Board. As for finding a Management Company, we ve found several in less than a month that will do the same thing CPI does. I m not criticizing the first Board by any means, but please don t try to make people think that they did the hard jobs greasing the skids to make our job easy; I doubt that they feel that way. We ve worked very hard and it feels good to have made a difference. When we step down, we will leave a legacy because we gave everything we had to this POA. From an administrative standpoint, our database is the single most important contribution we ve made to the POA and we need to find a way to pass that on. It represents hundreds of hours of effort and it solves our most significant problems with record keeping that no Management Company will ever be able to do. We need to find a way to get it on a web server or some other way to make it available to our successors; it s vital to our future as a POA. It contains information on every Parcel, property owner, ballot, survey, lien, County information, and anything you can imagine that we ve compiled during our time on the Board. Julie: The ballot we had in 2007 where we had a survey of how much time members spent at the Ranch, what people do there, what they considered most and least important, and all that information is on that database. We re responsible to serve all of the members and we re documenting what most people want. A lot of this information should not be made public because of privacy concerns, but, again, some of it can be made available for any member that wants to come and look at it. Our goal is to figure out a way to make appropriate portions of it more readily available on the website, and all of it available to subsequent Boards. Page 13 of 13