LAKE FOREST PROPERTY OWNERS ASSOCIATION

SPECIAL BOARD MEETING

September 1, 2005

______________________________________________________________________________

Members Present:  Sarah Coxwell, Mitch Davis, B.T. Cocke,

The President, Mitch Davis called the meeting to order at 6:30 PM. 

Henry Lawson raised a Point of Order questioning the designation of the meeting as a Special when he had not been notified per the By-Laws.  The President ruled all members were present, called for and received a majority vote designating the meeting as special.

1. Stated Minutes of July 21, 2005.  Brice Cocke made a motion to record yeas and nays but not Public Participation.  Following discussion Brice Cocke amended his motion to include comments if the individuals asked for it to be included in the public record and if deemed appropriate by the board.  He called for a vote and a majority was reached.  Henry Lawson abstained.

2. Improvement Committee.  An extended discussion evolved concerning the merits, accomplishments and flaws in organizational structure and responsibility.  The President acknowledged the good work, expressed a desire for its continuance, and recommended refocusing on the original goals with the understanding the purpose of the board is to govern.

3. By-Law Amendments.   The President circulated a copy of the proposed changes submitted by the Secretary with his written recommendation following the text of each proposed change.  (copy enclosed)  he noted board approval was needed to enter changes to By-Laws to facilitate the printing and issuance of proxies.

(1)   Section 5.25  The President read the proposed change, discussed his reasoning for non-adoption and Brice Cocke made a motion not to adopt.  After discussion the President called for a vote not to adopt and the majority voted yes.  Henry Lawson voted no.

(2)   Section 5.4  The President read the existing and proposed change, discussed his reasoning for non-adoption and Brice Cocke made a motion not to adopt.  Following further discussion the motion passed with a majority.  Henry Lawson voted no.

(3)   Section 5.55  The President read the proposed change and discussed his reasoning for non-adoption.  Brice Cocke made a motion not to adopt and then amended his motion to also include non-adoption of proposed section 5.65.  the motion carried with a majority.  Henry Lawson voted no.

(4)   Section 5.6 Provided background for 5.65 and action not to adopt 5.65 in (3) above voided further discussion/action.

4. Yacht Club Repairs.  Steve Jernudd, Interim GM, provided an update on hurricane damages to the amenities.  The Yacht club sustained major damage and prior cancellation of flood insurance probably precludes reimbursement for required repairs, namely loss of HVAC, electrical, plumbing and water damage to the structure itself.   Funds saved from cancellation of the flood insurance were placed in the general fund vice, a special fund to finance our own losses.  Financing plans (assessment vs. loans) were reviewed with no action beyond agreement estimates and plans must exist before the board can approve repair/replacement.  Brice Cocke made a motion to authorize $7500 for electrical and $7500 for plumbing.  The motion passed unanimously.

5. Annual Meeting Agenda.  The President surrendered the chair to Ed Kirby.  Henry Lawson stated it had come to his attention the recall letter submitted by members of the association was not going to be placed on the agenda.  Mitch Davis stated By-Laws and Roberts Rules of Order do not address agendas.  Legal interpretation does not justify cause.   Therefore, the letter does not qualify for placement on the agenda.  Henry Lawson said he wanted it to be clear the Secretary had submitted the letter for inclusion on the agenda.

6. Jay Ross.    Sarah Coxwell cited a lack of responsiveness/availability on the part of Mr. Ross had resulted in a backlog of architectural cases submitted for litigation.  Lack of action caused her to recommend action to obtain additional legal help.  During discussion other board members disclosed similar delays including failure to even answer telephone calls.  Henry Lawson made a motion to start a search committee to find a new attorney including recommendations from Mr. Ross’ firm.  This motion was lost.  Brice Cocke made a motion to contact Jay Ross, ask for assignment of an associate to meet our needs and if proven unsuccessful to ask Jay Ross to recommend another firm.  Motion passed.  Henry Lawson and Willie Robison voted no.

7. Candidate Withdrawal.  Ed Kirby read a letter  from Steve Jernudd explaining his reasons for eliminating himself as a candidate for the vacant GM position.  (copy enclosed)

8. Point of Order.  Robert Underwood addressed the following subjects under his Point of Order.

(1)   Replace Jay Ross

(2)   Concurred with Ed Kirby to assess damage at yacht club, obtain estimates and defer spending until a study of actual need is complete.

(3)   Recall of board members is a membership right adding if you disagree the option to sue exists.  President has a conflict of interest.  Section 5.8 contradicts action proposed to not include the recall on the agenda, consequently if association rights are denied an action to obtain a declaratory judgment would be pursued.

(4)   Improvement Committee should not be allowed to restrict attendance or eject a board member from any committee meeting.  Section 5.12 addresses committee overview.  Henry Lawson took exception with his remark the Improvement Committee was a little like the DOX.

Adjourn.  Willie Robison made a motion to adjourn and it passed unanimously.  The meeting adjourned approximately at 8:20 P.M.

______________________________________            __________________________________

Michael Davis, President                                    Henry Lawson, Secretary