LAKE FOREST PROPERTY OWNERS ASSOCIATION

SPECIAL BOARD MEETING

OCTOBER 6, 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 called attention to an infraction of Roberts Rules of Order and cited confusion at the last Special Meeting concerning notification processes.  With regard to this meeting notice of the exact purpose of the meeting was not provided in the notice letter.  A copy of the agenda was not provided until today.

 

1. Annual Meeting Discussion:  Ray Drake said his concerns were addressed in item 5.  The President called for item 2.

 

2. Annual Meeting Minutes:  Henry Lawson cited conditions facing the board justified hiring a court reporter and made a motion to that effect.  Discussion included cost as well as merit inherent in obtaining a more complete record.  Henry Lawson amended his motion to include a court reporter or someone with like talents to provide an accurate summary of the proceedings.  The motion carried unanimously.

 

3. Discuss Plans for the Annual Meeting:  Send one more letter advising members of proxy problems.  The President explained errors in the first proxy and their correction in issuance of the second letter still failed to correct concerns and misconceptions.  The Board attorney had been consulted and he recommended sending another letter to clarify the issues.  Brice Cocke made a motion to issue a third letter detailing the reasons for its issuance and instructions needed to ensure any proxy submitted met legal guidelines with regard to signature, date, lot and unit number, etc.  Discussion encompassed using a post card but was discarded in favor of the letter.  The motion passed unanimously and the President asked the secretary to assist the GM in its preparation. 

 

• Authorize GM to have the auditor handle the vote. Brice Cocke made a motion for adoption and it passed unanimously.

 

• Off Agenda Item:  The President asked how the Board felt about using a piece of paper for members to submit their questions to the board at the annual meeting.  Its use would not prevent any member from addressing the Board.  No objections were voiced beyond clarifying and obtaining confirmation members had an option of using a written question or addressing the board person.

 

• Approve Mr. Edington as Parliamentarian for the meeting.  The President said the Board attorney had contacted and received concurrence that Mr. Edington would serve.  Brice Cocke made a motion to adopt.  Discussion revealed a difference of opinion concerning his alertness at the last annual meeting.  The motion carried.  Henry Lawson voted no.

 

• Henry Lawson asked and received concurrence to include approval of minutes of past meetings as outlined under the rules in lieu of past practice and that did not include approval of minutes in the agenda.

 

 

 

 

 

4. Policy of Board Communication with Corporate Attorney:  The President told the group he had been informed and asked by the attorney to issue him a ruling whether he, the attorney should respond to a letter from a board member asking for answers on issues when a difference of opinion might exist within the board.  Brice Cocke made a motion to restrict contact with the attorney to the President, GM or a board member, the President had delegated to a board member on a specific issue.  During discussion Henry Lawson informed the group he had written the letter and received negative responses from all when he asked whether they had seen the letter or had knowledge of its contents.  He said he had only written the letter after the attorneys representative had responded in writing to questions posed by he and Willie Robison.  His questions were posed on behalf of the association and dealt with parliamentary processes designed to protect the best interest of the association.   During discussion the motion was amended to restrict contact with the attorney to the President, GM, Chairman and salaried employee of the Architectural Committee that operates under a separate contract with the attorney.  The motion carried.  Henry Lawson abstained.  A copy of the letter was given to Steve Jernudd.

 

5. Compensation Package for New General Manager:  Ed Kirby led a conversation dealing with several issues including failure of the Selection Committee to finalize a list by August 1, 2005 as dictated by a previous board motion.  A motion to Lay the Subject on the Table by Henry Lawson failed for lack of a second.  The ensuing discussion dealt with a variety of subjects including; vehicle allowance (mileage vs. fixed rate), food and beverage allowance, health & hospital coverage, life insurance, 401k, training and seminar reimbursement/allowance, comparison of past GM’s first to last salary, perks, etc.  Pro’s and Con’s including anticipated responses/needs of candidates were discussed at length.  No definitive conclusion was reached. 

 

6. Authorize the Attorney to go forward with Libel Case:  the President confirmed each member had a copy of the opinion rendered by Jay Ross, Corporate Attorney.  He noted in 9 years he had never encountered such meanness citing letters from fictitious authors with misleading information, selection/attack of other board member and contact with his employer.  This action started following the 2004 annual meeting and accelerated.  This resulted in issuance of a letter from the corporate attorneys firm asking known detractors to retract and apologize. That action was not forthcoming and led to issuance of the Jay Ross letter.  (copy enclosed).  Ed Kirby concurred and shared personal problems including filing of letters with his employer.  Ed Kirby made a motion to proceed with a suit for litigation against these persons.  Ray Drake cited Article VI Miscellaneous concerning indemnification of Officers, Directors, Employees & Agents adding in light of the position of the President of the Association no option existed but to pursue a suit.  The President advocated not filing with the insurance carrier unless money becomes involved or it reaches a point where we think it needs to be referred to them.  Henry Lawson disagreed and said we should look at the policy indemnifying officers of the board and determine whether the premium we have been paying for months and months applies.  Until this is done, we should defer any action to acquire another attorney.  To do otherwise was acting too quick.  Ray Drake said the indemnifying company should be informed but did not feel other action was necessary at this time.  The President agreed and called for a vote.  The motion passed.  Henry Lawson and Willie Robison voted no.  The President issued instruction to notify Jay Ross to go forward with the suit the first of the week.  He also urged those who might be involved to cut themselves loose because he did not want anyone hurt by being caught up in the agenda.

 

 

 

 

 

 

 

 

 

• Off Agenda Item:  Sarah Coxwell made a motion to establish a separate interest bearing account of $16,000 per year to self insure the association against flood and hurricane damage.  Ray Drake raised a Point of Order citing rules must be suspended to permit consideration of a non-agenda item.  Brice Cocke made a motion to suspend the rule and it passes unanimously.  The motion was amended to deposit money quarterly ($4,000).  The motion passed unanimously.

 

 

 

The President moved to adjourn and Henry Lawson raised a Point of Order noting member participation has always been a part of Special Meetings.  Following discussion Brice Cocke concurred and called for a vote to permit participation.  The motion passed unanimously.

 

 

The President moved for adjournment.  Ed Kirby made the motion and it passed unanimously.

 

 

 

________________________________       _________________________________

Michael Davis, President                               Henry Lawson, Secretary