MINUTES OF THE BOARD OF TRUSTEES MEETING held January 29, 2011, at the Horton Community Center, Grapeview. The meeting was opened at 9:00 AM by President Mike Croke, and attended by Linda Pryor, Roger Hansen, and Rick Harder; Gary Longmire attended by conference phone, and Vice President Larry Grumme was absent; guest members Daryl and Debbie Axelson, Marilee Bittner-Fawcett, Jack McLauchlan, and Gary Schochenmaier.
MINUTES of the December 11, 2010, Board Meeting, approved by email December 15, 2010, were approved on motion by Roger Hansen, seconded by Rick Harder and carried.
MINUTES of the January 8, 2011, Special Board Meeting were approved on motion by Roger Hansen, seconded by Rick Harder and carried.
FINANCIAL REPORT
The Trustees reviewed the 2010 Operations & Maintenance Budget and Actual Expenses to December 31, 2010 and reviewed the Cash Flow Report dated January 28, 2011. The Trustees reviewed a Preliminary Budget for 2011 with standard expenses estimated and unknown expenses noted for valuation and review at the March Board Meeting. MOTION to accept the Financial Reports was made by Rick Harder, seconded by Gary Longmire and carried.
COMMISSIONER REPORTS
WATER – Commissioner Position vacant. Employee Daryl Axelson, Water System Operations Manager, reported: New measuring chambers were installed in the source meters for each of the three wells and an amperage check on each well pump was performed. • He noted Rod Wilkinson reported that he was unable to get a water sample from sample station #4; it was determined that the valve for this station is just below ground level, so it seizes up during freezing temperatures. • Daryl and employee, Dave Dickinson, continue to work on locating and inspecting all of the service connections, and have recently located several more.
ROADS – Rick Harder reported correspondence will be sent to a member regarding concerns about a dead madrona tree leaning over the roadway and to a member who filled a portion of the roadside drainage ditch with rock. The Trustees also agreed to send correspondence to a member who has spread gravel on the road shoulder and is using the area for daily parking. • Rick noted the Club’s employee was authorized to purchase a high-capacity sprayer ($109.29) and concentrated Round Up to control weeds in the roadside ditches. • It was noted that some work may be needed at the north end of the center road to direct storm water off of the roadway to a shallow ditch. Some ditches on the east side of the island were reported to be overflowing during recent heavy rains; it was suggested that culverts in that area be checked to see if they need to be cleaned out.
DOCK – Larry Grumme absent.
BEACH – Gary Longmire - no report.
BRIDGE – Roger Hansen reported that seven of the eight pre-qualified contractors invited to bid on the bridge replacement project attended the mandatory pre-bid meeting held on January 17th. He noted the contractors will provide a fixed base bid price in accordance with the specifications in the bid package; they will also provide proposals and quotes for Project Add Alternates and Value Engineering Options. Bids will be opened February 17th at the office of Exeltech Consulting. A committee of five (Roger Hansen, Larry Grumme, Rick Harder, Daryl Axelson, and Jack McLauchlan) will peruse the bids received to prepare a recommendation for the Trustees. A Special Board Meeting is scheduled for March 5th to review the bids and select a contractor. • Roger noted that on site inspections will be provided by Exeltech during the construction project and he is currently working with Exeltech’s engineers with regard to preparation of a contract for these services and the deliverables that will be provided. Mutual of Omaha will require an independent inspection at the Club’s expense when the project is completed. This task will be defined in the loan documents; it is expected to be a close-out inspection for their files, performed by an inspector representing their interests. • Roger will check on the status of the Corps of Engineers (COE) request for an updated historic evaluation of the bridge. • In response to questions, Roger reported that the project is proceeding on schedule with regard to engineering services, obtaining permits, and the selection of a contractor. Completion of all these tasks will be required to close the loan. Exact figures and assessment schedules cannot be finalized until bids are received, a contractor is selected, and the Board is authorized to spend funds for legal services to work with the attorneys on the loan documents and assessment schedules. If funding is authorized at the February 5th Special Member Meeting, this information should be available for the March 12th Informational Member Meeting. A Special Member Meeting is scheduled for April 2nd to vote on acceptance of the loan package.
OLD BUSINESS
Special Member Meeting
The Trustees reviewed the agenda for the February 5th Special Member Meeting and agreed to print copies of Dan Doyle’s Power Point presentation for distribution at the meeting. A suggestion was received to provide index cards for members who may want to submit questions in writing.
MOTION to approve Notice, Agenda, Proxy form & instructions, informational letter, and ballots, for the February 5, 2011, Special Member Meeting as approved by email January 13, 2011, was made by Roger Hansen, seconded by Rick Harder and carried.
MOTION to submit the following for a vote of the membership at the February 5, 2011, Special Member Meeting as approved by email January 13, 2011 was made by Roger Hansen, seconded by Rick Harder and carried: Recommendation to approve an expenditure from the Asset Replacement Fund, not to exceed $50,000 for the following estimated expenses related to the Bridge Replacement Project and securing funding for the project from Mutual of Omaha Bank and/or USDA: Mutual of Omaha’s legal review fee ($3,500); Association legal expenses ($14,000); Mason County Building Permit ($15,000); Phase 3 Engineering Services ($10,000); Miscellaneous Contingency ($2,500 - $7,500).
MOTION to present the following for a vote of the membership at the February 5, 2011, Special Member Meeting as approved by email January 13, 2011, was made by Roger Hansen, seconded by Rick Harder and carried: Recommendation to approve an amendment to the Articles of Incorporation to change the name of the Association from “Treasure Island Country Club, Inc.” to “Treasure Island Country Club.”
NEW BUSINESS
Bridge Replacement Project – Financial items
Written acceptance of the conditional loan commitment from Mutual of Omaha requires the selection of several options. Action on the following motions will be contingent upon the vote at the February 5th Special Member Meeting to authorize expenses to proceed towards closing the loan, following which the Trustees would complete the form provided and accept the Letter of Commitment.
MOTION for selection of Option #1, Item 5 of the Letter of Commitment from Mutual of Omaha, Community Association Banc, to pay a loan fee of $12,500 (0.25% of the loan amount) to be collected at the loan closing, was made by Linda Pryor, seconded by Roger Hansen and carried.
MOTION for selection of Option, Item 7, “On an annual basis, the loan automatically re-amortizes so as to maintain the original maturity date,” was made by Roger Hansen, seconded by Rick Harder and carried.
MOTION to approve selection of the 15th as the monthly loan payment date that would be in effect for the term of the loan, was made by Rick Harder, seconded by Roger Hansen and carried.
MOTION to authorize Board Officers to open bank accounts as needed for the specific purpose of accommodating the bridge financing requirements, was made by Rick Harder, seconded by Roger Hansen and carried.
MOTION to authorize Financial Consultant and Agent, Dan Doyle, to communicate on the Club’s behalf with attorneys, bank officials at Mutual of Omaha’s Community Association Banc, and USDA representatives with regard to financing the Bridge Project, was made by Roger Hansen, seconded by Rick Harder and carried.
ADJOURNMENT
MOTION to adjourn the meeting at 11:30 AM was made by Roger Hansen, seconded by Rick Harder and carried.
Linda Pryor
Secretary