MINUTES FOR THE MEETING OF THE BOARD OF DIRECTORS OF THE EAGLE CREST MASTER ASSOCIATION

Transcription

1 MINUTES FOR THE MEETING OF THE BOARD OF DIRECTORS OF THE EAGLE CREST MASTER ASSOCIATION CALL TO ORDER ATTENDANCE PRIOR MINUTES OLD BUSINESS NEW BUSINESS ELECTION OF OFFICERS TRAVEL/ LODGING EXPENSE POLICY FINANCIAL REPORT Pursuant to call by the President of the Association, the fourth quarter meeting of the Board of Directors was held on November 11, 2011 at 10:00 A.M. at the Administrative Office of Eagle Crest Resort in Redmond, Oregon. Directors present included Pat Duffy, Hank Cavender, Alan VanVliet, Bill Neumann (phone) and Mike Bessonette (phone). Staff members present included TJ Paskewich, Karen Smith, Lauri Miller, Robin Dowty and Debbie Hahn. Several members of the Association were also in attendance. Pat Duffy, President, presided at the meeting, and Debbie Hahn recorded the minutes on behalf of the Secretary. Following motion duly made, seconded and carried, the reading of the prior meeting minutes dated September 16, 2011 and September 30, 2011 was waived and the minutes were approved as written. Pat announced the agenda for the meeting (see attached) and opened the discussion of business items. None pending. Following nominations by directors, and upon motion duly made and seconded, the following resolution was unanimously approved: RESOLVED, that the following persons are elected to the corporate offices set forth opposite their respective names, to serve until the next meeting of directors following the members annual meeting in 2012, and until their respective successors shall be elected and qualified: Pat Duffy President Alan VanVliet Vice President Hank Cavender Secretary Lauri Miller Treasurer Directors reviewed and affirmed the current expense policy for the 2011/2012 board year. The current policy was read, and is copied here for reference purposes: Transportation costs are allowed based on the most prudent mode of travel as determined by each director. If driving, a mileage rate will be paid at the then current IRS mileage rate. Air travel will be reimbursed at cost. Lodging, as needed to accommodate for the meeting schedules (1-2 nights), will be provided by the Association at the resort property. Lauri Miller presented the Notice of Conditional Renewal for the Directors and Officers Liability Insurance Policy ( Attachment 1 ) noting J&W Risk Services provided this notice from the current underwriter and that the policy is being marketed based on this notice of increase. Lauri clarified no action is needed at this time, but since the renewal date is January 1, 2012, a special meeting will be needed to bind the D&O policy. Next, Lauri presented the insurance claims report ( Attachment 2 ) noting there is one new notice and no claims. Robin added there was a $2,500 deductible from a prior policy period that is reflected in this quarter s financial statements. 1

2 Lauri then presented the financial summary ( Attachment 3 ), and the internally prepared third quarter 2011 financial statements ( Attachment 4 ) commenting further as follows: Facilities: Repair and Maintenance is over budget as a result of additional garbage company fees for garbage being dumped in the recycle bin. When that occurs, the recycle bin is treated as garbage and charged accordingly. Consultants Golf Course is over budget, but was previously approved. Water & Sewer: Revenues are at budget for the year; expenses for both water and sewer are tracking below budget. Sports Center: Finance charges are high, which is a result of more people using credit cards to pay for purchases and rentals at the sports center. The sports center closed for two weeks in February, which resulted in a reduction in payroll that flows through the year. TJ also noted that labor is scheduled based on demand. There was a late start to the season this year, so the facility manager started seasonal staff later in the year, resulting in savings. Balance Sheet: The $4,805 bad debt allowance relates to EHOA lots only, and the amount ties to the EHOA bad debt report ( Attachment 5 ). Pat noted a list of questions ( Attachment 6 ) was submitted by an EHOA owner at the September Master Association annual meeting. In response to those questions, Lauri provided a handout ( Attachment 7 ) that reflected the difference between the reported Allocations on page 3 of the audited financial statements compared to the Related Party transactions on page 9 and answered the additional questions as follows: The reported Related Party transactions reflect the services being provided by entities considered related parties, which includes Cline Butte Utility. Lauri indicated the management company and CBU are considered related parties (to ECMA) because they are affiliated with the developer entity that owns commercial property and, as a commercial lot owner, has a director on the ECMA Board. Lauri described the process the management company uses to assure costs are fair, namely obtaining bids and price quotes from third party vendors and contractors for the various services. The EC management group has delivered these services for less than these third party companies. For CBU, the cost of labor is allocated to ECMA based on the number of water connections. Lauri described the decision to fix a services cost (or allocation) for the budget evolved over the years and was actually desired by the Board to avoid variances and surprises at year end. She related an example of worker compensation claims that caused significant budget variances in one or two years. By fixing the cost, the Association is assured the services will be performed with no additional charge, regardless of any additional cost the management company might incur. She added that exceptions are CBU and the Sports Center. CBU charges the actual department labor based on the prorate of water connections, and Sports Center payroll is also charged at actual cost rather than a fixed amount. 2

3 Lauri advised the costs of the Maintenance Facility are not paid by ECMA as that facility is part of the golf course leased assets and operational costs paid by the golf course operator. Karen Smith reviewed the Evaluation of Reserve Account Expenditures vs. Budget per 2011 Reserve Study dated November 1, 2011 ( Attachment 8 ), noting there is one variance requiring approval for a heat exchanger with a cost of $121 over the approved budget. Karen noted there are several planned items that have been completed, but have not yet been paid. All are expected to be within budget. Karen provided an update on the Planned Communities Act noting she and David Bishop of Edward Jones Investments met with state representatives Jason Conger and Gene Whisnant. Both representatives understood what was discussed and understood the change being sought. Karen provided a written summary for the representatives and requested they consider putting a bill through in the 2012 legislative session and both of them agreed. Karen advised she would expect to hear in December if this request will indeed make it in the 2012 legislative session. Following discussion and upon motions duly made and seconded, the following resolutions were unanimously approved: RESOLVED, that the financial report submitted by management including Attachment 2, Attachment 3, Attachment 4 and Attachment 5 be hereby approved subject to audit; and BE IT FURTHER RESOLVED, that the Evaluation of Reserve Account Expenditures vs. Budget per 2011 Reserve Study dated November 1, 2011 ( Attachment 8 ), including approval for the variance on the heat exchanger, be hereby approved as recommended by management. UTILITIES SYSTEM REPORT TJ Paskewich noted the booster station reserve project was completed, resulting in increased water pressure to homes. Most increases have been in the PSI range, with some homes seeing up to 20PSI. Staff continues to make adjustments to the water pressure as needed. TJ also noted WH Pacific got a late start on the sewer master plan update, but an outline was provided to directors ( Attachment 9 ) and the full plan will be completed early in TJ Paskewich reviewed the water consumption report ( Attachment 10 ) noting columns were added to detail water delivery from CBU. TJ stated the utility systems are running smoothly. Based on the board s request at the September meeting, TJ provided materials detailing the ECMA Water System Infrastructure maintenance plan vs. replacement plan ( Attachment 11 ). TJ noted management worked with WH Pacific on the two options and the included memo summarizes those items. Additionally, Karen Smith provided additional information on a third option, referred to as the repair estimation plan ( Attachment 12 ). Karen added the replacement plan is not recommended by management and that it is her opinion the testing/maintenance plan would comply with requirements of the Planned Communities Act. The repair estimation plan includes some assumptions as to what repairs may be needed, a schedule and a funding plan. Karen encouraged directors to consider addressing and funding a plan. Karen added the lowest funding model is the repair estimation plan. Following discussion, the board directed management to move forward on the repair 3

4 ENVIRONMENTAL CONTROL COMMITTEE COVENANT COMPLIANCE COMMITTEE GOLF COURSE COMMITTEE OPERATIONS REPORT POLICY REVIEW estimation plan. Karen noted when the budget is reviewed later in the meeting, a line item will need to be changed to reflect this direction. Jim Madison, Committee Chair, advised there is no current activity to report Hank Cavender, Committee Chair, advised there is no current activity to report. Hank Cavender distributed a written report ( Attachment 13 ) and reported the committee has completed their study and is prepared to present the report to the directors. The committee recommends the President call an executive session at a future meeting of the board to review the committee report and determine the next steps. Pat noted the intention is to call a special meeting prior to the end of the year; and the agenda will include receiving the report in executive session. TJ Paskewich provided a written operations report ( Attachment 14 ) along with sports center usage statistics ( Attachment 15 ), adding the following: The outdoor pool at the Resort Sports Center is currently closed and may open for periods around Thanksgiving and Christmas, depending on weather and demand. The café in the Lodge is now open for business. The Lodge remodel is primarily complete. In response to member questions, TJ clarified Northview is in conversations with Holiday Inn to brand the hotel and market to the Holiday Inn database, adding Holiday Inn has a market of about 4 million. The Lodge would continue to operate under the same owner and management team, just with the Holiday Inn branding. TJ noted an informational memo was provided from Alan VanVliet regarding signage changes ( Attachment 16 ). No action is required at this time. Pat noted a request was received from a member to eliminate the verbiage in the Vehicle Restrictions policy prohibiting motorcycles, as detailed in Attachment 17. Following discussion and upon motion duly made and seconded, the following resolution was unanimously approved: RESOLVED, that the Vehicle Restrictions portion of the Association policies be edited to read: To preserve the natural setting and environmental values of Eagle Crest, the use of non-street licensed motorized scooters, snowmobiles, offroad vehicles, over-sized vehicles, trucks or any noisy operated vehicles or devices is not permitted anywhere within the planned Community. Further, to promote safety of all Owners and guests, golf cars are not allowed on paths or other common areas (other than golf cars specifically allowed on golf course property by the Golf Course Operator) or on roads anywhere within Eagle Crest, provided however, that the Golf Course Operator and resort service providers may use golf cars and/or utility carts on paths and roads only as required for the operation of the course and resort. 4

5 2012 ASSOCIATION BUDGET TJ Paskewich opened discussion on the 2012 Association budget by referencing management s budget summary ( Attachment 18 ) and proposed 2012 Association Budget ( Attachment 19 ). TJ advised that 2011 Estimated Actual figures were best estimates utilizing actual financial results available through September and projections through year end. TJ referred directors to the distributed budget summary, as items of significance are discussed in the summary, commenting further as follows: Facilities: The recommended budget does not reflect any increase in dues. Water/Sewer: The budget does not reflect any increase in the fee from 2011 to TJ noted the surplus carry-forward is diminishing, so in future years, this may result in an increase in dues to compensate. One item to edit is the funding plan discussed earlier. The $33,000 listed for water infrastructure reserve will be changed to $18,000 to reflect the budget for the repair estimation plan. Sports Center: The Owner Fee portion of sports center fees is budgeted to increase by $3 (from $29 to $32) and, based on the formula for annual fee adjustments contained in the Lease Agreement, the Unit Fee will increase from $289 to $297 per year for the CPI adjustment (2.76%). Karen noted the fee for the cross-use for the Ridge Owners Association does not have the CPI adjustment requirement; it strictly is a fee to be set by the Board. For the 2012 budget, management recommended the CPI increase on the Unit Fee for the Ridge Owners, and the same dollar amount on the Owner Fee as is being proposed for ECMA owners. In order to offset some expenses, it s recommended to eliminate the printed newsletter, which would result in a savings of approximately $5,000. The recommendation from management is to eliminate the newsletter for 2012 with the goal of adding it back in future years as funds allow. Management was directed to change the sports center expense for water and sewer from $6,000 to $5,820. Karen Smith provided the proposed 2012 Reserve Studies ( Attachment 20 ) noting management is not requesting approval for specific expenses at this time. At the February meeting, directors will be provided with specific expenses requested for approval. TJ noted the reserve contributions in the budgets are the amounts recommended by Resort Resources. Following discussion and upon motions duly made and seconded, the following resolutions were unanimously approved: RESOLVED, that the 2012 Eagle Crest Master Association budget for Facilities, Water/Sewer Operations and the Sports Center Operation including Attachment 18, Attachment 19 and Attachment 20 be approved as submitted by management with the adjustments of changing the Water Infrastructure Reserve in the Water/Sewer Operating Budget to $18,000 and changing the Water & Sewer expense in the Sports Center Operating Budget to $5,820 as noted above; and BE IT FURTHER RESOLVED that the 2012 Association dues shall remain at $67.00 per month per assessment unit; and BE IT FURTHER RESOLVED that the Sports Center annual Unit Fee increase from $ to $ per unit, and annual Owner Fee increase from $29.00 to $32.00 per owner. Regarding the Joint Use Easement Agreement for cross-use of sports centers at the Resort and the Ridge, TJ confirmed the Ridge at Eagle Crest Owners Association ( RECOA ) is granted access to the Ridge Sports Center and Lakeside Sports Center, which are owned by Eagle Crest Resort Development, LLC, by the terms of that 5

6 OTHER NEW BUSINESS PENDING TASK LIST OTHER BUSINESS ADJOURNMENT easement agreement. Karen presented a summary of discussion points for the Joint Use Easement Agreement ( Attachment 21 ) for Board review. Karen noted Eagle Crest Resort Development, LLC, Ridge and Lakeside Sports Center operator, has presented a fee increase of 4.95% as detailed in Attachment 22. The Unit Fee would increase from $85.20 to $89.41 per year and the Owner Fee would increase from $4.50 to $4.72 per year. Following discussion and upon motions duly made and seconded, the following resolutions were unanimously approved: RESOLVED that the amended/restated Joint Use Easement Agreement be ratified for one-year beginning January 1, 2012; and BE IT FURTHER RESOLVED, that the Ridge at Eagle Crest Owner Association annual Unit Fee increase from $ to $ per unit and annual Owner Fee increase from $7.00 to $10.00 per owner be hereby approved; and BE IT FURTHER RESOLVED, that the Unit Fee of $89.41 and Owner Fee of $4.72 to be paid to Eagle Crest Resort Development, LLC for access by ECMA members to the Ridge and Lakeside facilities be hereby approved. There was no discussion on the pending task list ( Attachment 23 ). Directors set the following dates for the upcoming meetings: 1 st Quarter Friday, February 10, 2012, 10:00 a.m., Eagle Crest Administrative Office 2 nd Quarter Friday, May 18, 2012, 10:00 a.m., Eagle Crest Administrative Office 3 rd Quarter Friday, September 21, 2012, 10:00 a.m., Eagle Crest Administrative Office 2012 Annual Meeting Saturday, September 22, 2012, Eagle Crest Administrative Office 4 th Quarter Friday, November 9, 2012, 10:00 a.m., Eagle Crest Administrative Office There being no further business, the meeting was adjourned. Secretary to the Association 6