ANNUAL OWNERS MEETING SUNDAY September 16, 2012 at 12:00 p.m. at Holiday Inn Rockland 929 Hingham Street, Rockland, MA (781)

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1 A S S O C I A T I O N N E W S L E T T E R ANNUAL OWNERS MEETING SUNDAY September 16, 2012 at 12:00 p.m. at Holiday Inn Rockland 929 Hingham Street, Rockland, MA (781) I. INTRODUCTIONS II. PROOF OF MEETING NOTICE AGENDA III. APPROVAL OF PREVIOUS ANNUAL MEETING MINUTES (09/25/11) VI. BOARD REPORT V. MANAGER S REPORT VI. VII. VIII. FINANCIAL REPORT QUESTION/ANSWER SESSION ADJOURNMENT Inside this Issue 2011 Annual Meeting Minutes Candidate Profiles Proxy/Ballot Directions to the Holiday Inn Rockland From Boston, MA: Take 93 South to Route 3 South in Braintree. Take exit 14, Route 228, turn right at the end of the ramp and the hotel is ¼ on the left. August 2012 From Providence, RI: Take 95 North to 93 North to Route 3 South to exit 14, Route 228, turn right at the end of the ramp and the hotel is ¼ on the left. From Hartford, CT: Take Mass Pike 90 East to 93 South to Route 3 South to exit 14, Route 228, turn right at the end of the ramp and the hotel is ¼ on the left. From Cape Cod: Take Route 3 North to exit 14, Route 228, turn left at the end of the ramp and the hotel is ¼ on the left.

2 SEAWINDS II CONDOMINIUM TRUST ANNUAL OWNERS MEETING MINUTES September 25, I. INTRODUCTION OF THE BOARD MEMBERS Michael McManus called the meeting to order at 10:35 a.m. and welcomed those in attendance to the Holiday Inn Hotel in Rockland, MA. Michael opened the meeting by introducing the following people: Board of Trustees: Rowena Flynn Frank Goodyear Vincent (Gene) Phaneuf Nancy Kritzman VRI Management and Resort Personnel: Michael McManus, Director of Resorts/VRI Israel Soares, General Manager/SeaWinds II Absent: Jeff Farres Sheila Farres David Rapaport II. PROOF OF MEETING NOTICE Michael McManus stated that the notice of today s meeting, pursuant to Trust Documents, was delivered to all owners at their address of record via regular mail in the July and August newsletters. III. APPROVAL OF AGENDA MOTION: A motion from the floor was made to approve the agenda as written. Motion was seconded and approved unanimously. IV. READING AND APPROVAL OF THE MINUTES (September 19, 2010) MOTION: A motion from the floor was made to waive the reading of the 2010 Annual Meeting minutes and approve as presented. Motion was seconded and approved unanimously. V. BOARD REPORT Frank Goodyear welcomed those in attendance and thanked them for making the trip. Frank informed the owners that Jeff Farres was out of the country on business and was not able to make today s meeting. Frank stated that this year the Board and management has worked to maintain the resort building and that capital projects will be the focus in The Board will be attentive on maintaining the building, decks, roof, painting, new walkway, and replacing wood trim around the building where it is needed. The Board has been working with American Resort Development Association (ARDA) in an effort to pass Non- Judicial Forfeiture and in 2011 the MA state legislation passed the bill. The collection process has begun on these accounts and the units will be available to owners in Frank reported that SeaWinds currently has 60 accounts that fall into this category and encouraged the owners to consider purchasing an additional week. Frank also stated that the Assessment Billing and Collection policy is being enforced to protect the owner s investment in the property and any owner who does not have their maintenance fees paid prior to arrival will not be allowed to use his/her unit for that given year and the unit will be put into the rental program. Any owner interested in renting a week, please call VRI Reservations at for pricing and availability. VI. MANAGER S REPORT Frank Goodyear introduced Michael McManus. Michael stated that he is a Director of Resorts for VRI and is responsible for the operations at SeaWinds II. Michael stated that the Riverview Resort staff and VRI have worked with the Board over the past five years concentrating on cutting daily operational costs, maintaining unit quality, and preparing for the future. Michael provided a brief background of VRI and its management affiliation with fourteen timeshare resorts on Cape Cod and Nantucket along with twenty-six others in the Northeast, and more than 160 nationwide. Michael stated that VRI has been established on Cape Cod since 1988 and has a long-standing track record of turning around challenging resorts. Michael McManus presented a power point display with information about VRI, and shared the following facts: 29 years in business. Resorts in 27 states, Canada and Mexico. Over 160 resort and club locations which means we manage:

3 o o o o Over 6,500 condo units. Over 300,000 intervals. Over $140 Million in assessments billed annually. Nearly $20 Million in rentals annually. A. You are encouraged to report any issues to the desk clerk by simply calling Please feel free to use the new emergency phone located outside unit 4 by the gas grill which dials Riverview Resort automatically. Preferred Vendor Program. National Rental Program. Corporate Reservations Office in Laguna Hills, CA, call Owner Services Department in Hyannis, MA, call Eight regional offices. Michael s slideshow presentation included a review of capital improvements that were completed at the resort from 2006 to The renovations covered amenity upgrades, a direct phone line to Riverview, new resort sign, electronic locks, complete overhaul of the units, and several building projects including sound proofing and heating. Michael stated that several Association units are available for sale and to please contact the resort for a list of the unit numbers and weeks. Please consider passing this information to family members, coworkers and/or friends. VII. FINANCIAL REPORT Michael McManus distributed the 2012 Presentation Budget. Copies of the most recent Comparative Income Statement, Cash Balances, Cash Flow and Reserve Analysis for August 2011 were handed out and reviewed. Michael commented that the 4.7% increase in maintenance fees for 2011 was mainly due to an increase in delinquent accounts and that currently there are 52 owners that are behind in their yearly maintenance fee obligation. Michael stressed that the Board is aware of the current economical times and management is encouraging those owners to call the Owner Services Department at to establish payment plans. The Board is willing to work with owners who need assistance during this challenging period and to call today. The Board has retained the services of Glen Thierwechter to enforce the guidelines of the Assessment Billing and Collection Policy and pursuing owners financial obligation through small claims court. VIII. QUESTION/ANSWER SESSION Q. What do we do if we have a problem while we are staying at the resort concerning maintenance or housekeeping issues? Q. What exchange organizations can I participate with? A. Michael explained that the owners have several exchange programs available to them from RCI, II, and VRI*ety. VRI*ety is an internal exchange program managed by VRI and for more information to contact or info@vrietyexchange.com. Q. Beach Access: Is there a specific area that is designated for SeaWinds II owners? A. Yes, the resort has had six Tiki umbrellas placed on the beach to reserve space for the SeaWinds II owners. Each umbrella has a number which corresponds to the number of your unit. If owners have any problems they are advised to contact the front desk. Q. Can owners use jet skis on the SeaWinds II beach? A. No boats or jet skis are allowed on the property of the SeaWinds II private beach. If you have problems please call management at Q. Can we pay our yearly dues by credit card? A. Yes, you can go online to and use the owner s page to make payments online. Q. What new services does VRI provide? A. VRI provides a list of travel programs available to all owners of VRI managed properties such as VRI*ety. Please visit for more information. Q. What can be done about the trash receptacles always being full? A. Management will look into changing the days of the pick ups and requests that if owners notice any unauthorized individuals dumping trash to report it. Several owners commented on the tremendous amount of work and communication that has been shared between the owners and the Board members. The owners were thankful for all the hard work the Board has put forth to protect the resort, each owners investment, and commented that the resort looks better than it ever has. IX. ADJOURNMENT MOTION: There being no further business, a motion was made from the floor to adjourn the meeting at 2:40 p.m. Motion was seconded and approved unanimously. 3

4 c/o Vacation Resorts International Post Office Box 399 Hyannis, MA PRST FIRST U.S. POSTAGE PAID CURLEY DIRECT IMPORTANT NUMBERS SeaWinds II and Vacation Resorts International (VRI) Services SeaWinds II Resort (508) Fax (508) Exchange Information RCI (877) Interval International (800) VRI*ety (888) Vacation Owner Services Assessment Billing and Collection (508) Reservations General Information (800) Rentals (866) Vacation Tyme (866) VIP Discounts (866) Bonus Time (866) Still Need Assistance? VRI Corporate Services (508) VRI Fax (508) Managed by Vacation Resorts International Perfecting the Art of Hospitality

5 SEAWINDS II CANDIDATE PROFILES *Indicates Incumbent Unit/Week(s) Owned: 5/51 Address: Francestown, NH *Jeffrey Farres Qualifying Experience: I have been a member of the Board since 2001 and I am currently the President. I have been a supervisor for a major heavy construction company in NH and have worked with all sorts of people and many types of sub contractors. On a personal note- With the severe recession and having been laid off 3 times in a year and a half and not finding another long term position in the past 3 years, I took an offer to try to develop, and oversee a mining operation in Central America, specifically the country of Honduras. I am still interested in the resort and its continued success, but being so far away last year has sometimes made it difficult to be on top of the Board position I hold. I will agree to remain on the Board if the owners are willing to have me, under the understanding the next year will be more telephone meetings and , than "in person" meetings and hopefully it will work for everyone. VRI is very capable and so are the other Board members so it hasn't been a huge issue thus far, and I will be back on U.S. soil long term, in one year. If that isn't working and I am not fulfilling my responsibilities, rest assured, I will step down. And as always, if there is anyone who would like to take the position of President, I will also be glad to step down and remain as a member at large. Thank you for your support. Objectives as Trustee: I want to protect the investment we as owners have made in SeaWinds II. I also want to ensure that all users of SeaWinds find a welcoming place that they want to come back to. One of the major objectives in the next 2 yrs. is to refurbish the exterior of the building, continued work on the beach and potential new parking areas. So again, I would like to finish the work that the Board has started in making SeaWinds II such a great destination. *Sheila Farres Unit/Week(s) Owned: 5/51 Address: Francestown, NH Education: Laurel Senior High School, New Castle PA Qualifying Experience: Customer service background, Board member experience, organizational skills. Objectives as Trustee: I have a great deal of affection for this resort, this property is what got us into vacation ownership originally back in It is truly unique and my husband and I are committed to it. Our little timeshare has had its share of financial challenges in the past two years, as my family has had as well. We hope to continue to be diligent and continue to keep it a viable property for our owners and exchange guests to travel to in these tough economic times. My objective will continue to be upgrades and maintenance of the resort to maintain II and RCI status, and to keep a particular eye on costs in order to keep maintenance fees as low as possible, without sacrificing the quality of our resort. *Rowena Flynn Unit/Week(s) Owned: 2/24 Address: Wiscasset, ME Education: Some college, many credits, 35 years of computer application training and developing. Qualifying Experience: Previous member who participated in the remodeling of our timeshare. Objectives as Trustee: Continue to serve in the best interests of our ownership. continued on reverse side...

6 SeaWinds II Candidate Profiles Continued *Frank D. Goodyear Unit/Week(s) Owned: 6/35 Address: Avon, CT Education: College: Bio/Marine Sciences; Business Management / Marketing; Business Development Strategy Qualifying Experience: Served as Board member multiple terms. I own multiple week (16) at other timeshare resorts. I have over 46 years of Automotive Industry Business experience as business Development manager, Customer Relations Manager, Fixed Operations Controller and various other positions. Objectives as Trustee: To continue development and improvement of SeaWinds II while maintaining reasonable financial guidelines and to protect owners interest of SeaWinds II as the current Board has done. Unit/Week(s) Owned: 1/22 Address: Sharon, MA Education: Retail Management Marketing * Nancy Kritzman Qualifying Experience: Hired and trained at management level for major department store. Worked in insurance industry 10 years. Owned a business which entailed dealing with planning board, police and lawyers in the town. Objective as Trustee: To continue to assist in the decision making process to insure SWII maintains the best standards possible. Unit/Week(s) Owned: #36-1 Address: Burlington, CT Education: Some college *Vincent (Gene) Phaneuf Qualifying Experience: I spent this year on the Board and was brought up to speed as to just how the SeaWinds experience happens. I did not realize how much work is involved, the difficult decisions the Board makes and how delinquent owners affect the rest of us. I hope any input I have given at these meetings were of a positive nature and, if reelected, I will continue to learn and hopefully continue to give more positive suggestions. Thanks for the opportunity. Objectives as Trustee: Help do what is needed to improve or maintain SeaWinds experience. *David Rapaport Unit/Week(s) Owned: 1-7 Address: Weymouth, MA Education: BSBA, Northeastern Univ-1982; Master of Management, Cambridge College-2009, Certificate in Accounting, Southern NH University-2012 Qualifying Experience: Entrepreneur, USA Highway, LLC; Lead Accounting Technician, Boston VA Health System; Accounting Office Mgr, Bay Cove Human Services, Inc.; Bill Specialist, Verizon Communications, Inc., Supervised Fort Drum Volunteer Income Tax Assistance (VITA) Center. Military Background: Chief Instructor, Field Artillery-Massachusetts Army National Guard Rank: Sergeant First Class Enlisted: Current President, Temple Beth Shalom/Holbrook, MA; Trustee, Magnolia Ridge III Condominium; Chair, Bay Cove Human Services Human Rights Committee Objectives as Trustee: Revenue and expense accountability. Interest in protecting investment. Continue working with a talented, dedicated Board and Management Co.

7 IF YOU MAY BE UNABLE TO ATTEND THE ANNUAL OWNERS MEETING, please note your preferences on this Proxy/Ballot and return it to reach us no later than September 14, SeaWinds II Condominium Trust Proxy/Ballot This Proxy/Ballot will be voted according to the instructions indicated below. If you own multiple weeks, only one Proxy/ Ballot is required. Please indicate unit/week(s) owned below. PROXY: Solicited on Behalf of the Board of Trustees for the Annual Meeting of Owners to be held on September 16, The undersigned hereby appoint(s) (check only one): Jeffrey Farres, President Your choice who will attend in my absence to act as Proxy with power to vote for and act on behalf of the undersigned on any business that may properly come before the Annual Meeting of the Owners of SeaWinds II Condominium Trust, to be held at The Holiday Inn Rockland, 929 Hingham Street, Rockland, MA on on Sunday, September 16, 2012, 12:00 p.m. or any adjournment thereof. BALLOT: Vote for no more than seven (7) Trustees to serve for a two (2) year term. (Qualifications and biographies listed in newsletter.) * Indicates Incumbent ¼ ¼ *Jeffrey Farres *Nancy Kritzman *Sheila Farres *Vincent (Gene) Phaneuf *Rowena Flynn *David Rapaport *Frank D. Goodyear Signature: Signature: Interval Owner Interval Co-owner (if applicable) Date: Date: Please Print Name(s) Legibly: Unit/Week Number(s): Please fold, secure, stamp, and mail to address on reverse. Thank you for your participation! Please complete and mail in time to reach us no later than September 14, 2012.

8 -Please Fold Here- PLACE STAMP HERE Please check if new address SeaWinds II Condominium Trust Elections c/o Vacation Resorts International Post Office Box 399 Hyannis, MA Please Fold Here-