Board Minutes 04-14-2009

Minutes of the Meeting of the Board of Directors of the Pine Forest Property Owners’ Association (PFPOA) April 14, 2009 7:00 P.M. Bastrop Public Library

Present:

Ed Skarnulis, President, PFPOA Jim Mack, Vice-President, PFPOA Bill Haschke, Treasurer, FPOA John Clark, Board Member Sue Lane McCulley, Board Member

Also Present:Tom McCulley, Chairman, Architectural Control Committee (ACC) Bruce Martin, Member, ACC Wayne Hulshoff, Member, ACC Agenda Item 1: The meeting was called to order at 7:10 P.M. by President Skarnulis. Skarnulis announced an addition to the agenda, to wit, discussion of stop signs under New Business. Agenda Item 2: The minutes of the March 10, 2009 meeting were reviewed; one friendly amendment was proposed by S. L. McCulley, to wit, change “Tim” to “Jim” on page 3, paragraph 2, sentence 4. Haschke moved and Mack seconded that the amended minutes be approved. The motion passed unanimously in a polled voice vote. Agenda Item 3: Treasurer Haschke presented his report. The motion was made by Clark and seconded by Mack to accept the report as presented. The motion passed unanimously in a polled voice vote. Agenda Item 4.a.:

T. McCulley gave the following report for the ACC:

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Al Martin has been appointed to fill the remainder of Charles Slack’s term.

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Two building permits have been approved since the March 10, 2009 meeting.

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The ACC requested guidance from the Board on granting a homeowner an exemption from the 15 foot non-street easement so that he can build a two-car garage. The homeowner has little choice as to the positioning of the proposed garage because of the terrain of his lot. The Board advised the ACC to secure proper permissions in writing from all legal and government agencies as well as from the affected neighbor(s) before granting the easement.

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A letter has been sent to the owner of 148 Pine Shadows Lane re debris on the property. The letter gives the owner 45 days to clean up the lot, but the owner has not responded to the letter or to the demand for action.

Agenda Item 4.b.: President Skarnulis indicated an interest in revising the Covenants to clarify the relationship of the Board and the ACC. Skarnulis and T. McCulley will investigate the process and the legal ramifications of such a revision. Agenda Item 5.a. and b.: S.L. McCulley presented some preliminary findings and suggestions based on a review of some of PFPOA governing documents (see “Review of the Bylaws, the Articles of Incorporation, and the Minutes from 2006, 2007, and 2008). Mack moved and Clark seconded that S. L. McCulley should carry out the “general recommendations.” A polled voice vote approved the motion. S. L. McCulley was requested to bring a marked up copy showing the changes to the May meeting. Discussion on the specific recommendations ensued with no action taken. Agenda Item 5.c.: Mack presented a proposal from Paul Jameson, designer of the new PFPOA website (see “Summary”). Mack explained that the blog is a mechanism for the appropriate Board member(s) to update the front page of the site. He also stated that the EmailListServe/Distribution list is a blind Yahoo group. Being on the listserve is voluntary; people will have to fill out their own forms on the website to join the listserve. One point of inquiry about placing ads was a concern that PFPOA might lose its status as a non-profit entity. Mack will investigate this point further. Mack clarified that the fees in his report are “each time” fees. Haschke moved and Clark seconded to accept Mack’s recommendations regarding the website and to proceed with the development of it. A polled voice vote was unanimously in favor of the motion. Agenda Item 5.d.: Clark presented the Road Committee (see “Road Committee Report—April 14, 2009). Under the “Concerns” section of the report, the ACC noted that the plans for the end of East Tangle Briar included a cul-de-sac, so there is no need to acquire the space for a gravel turnaround from the nearby property owner. The tree in the right of way at the end of Woodland Court is on county property, so the county may cut it down at its will. The discussion of a threeway stop sign at Kaanapali and McAllister will be discussed under New Business. 2

Agenda Item 5.e.: There was no report, but President Skarnulis reminded everyone of the trash pick up day on April 18. Workers will gather near the subdivision sign on McAllister at 10:00 A.M. Agenda Item 5.f.:Having received no objections to an email poll, President Skarnulis announced that the official meeting date and place have been changed to the third Tuesday of the month at Aqua. Agenda Item 6.a.: Haschke presented a proposal to collect on delinquent accounts (see “Memorandum on Collection of Delinquent Accounts”). Haschke suggested that PFPOA be lenient on property owners in Unit 6 where there are no roads, and the Board agreed. One revision was suggested to #4, to wit: Change “letter of foreclosure” to “letter of intent to foreclose.” Mack moved, and S. L. McCulley seconded to authorize Haschke to proceed with the process outlined in his report with the previously noted revision. A polled voice vote unanimously approved the motion. Agenda Item 6.b. was tabled until the May meeting. Haschke moved and Clark seconded that the meeting be adjourned, and it was so at 8:55 P.M. Respectfully submitted,

Sue Lane McCulley. Secretary Pro Tem

Attachments: Review of the Bylaws, the Articles of Incorporation, and the Minutes from 2006, 2007, and 2008 Summary (Website) Road Committee Report—April 14, 2009 Memorandum on Collection of Delinquent Accounts

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Review of the Bylaws, the Articles of Incorporation, and the Minutes from 2006, 2007, and 2008 Questions Have any formal amendments been made to the By-laws and/or the Articles of Incorporation? If so, where are they? In the Bylaws, the secretary is charged with keeping and affixing the seal of the corporation. Is it in the secretary’s possession? Observation In none of these documents nor in the CCR’s is there any discussion about the relationship of the Board of Directors and the ACC. General recommendations 1. Correct all the typographical errors. 2. Change “depositaries” in 7.03 of the Bylaws to “depositories.” (A depositary is a person; a depository is a place.) 3. Determine the missing word(s) at the end of Article 7 of the Articles of Incorporation and add what is necessary. It reads: , “Except as herein otherwise specified, the decision of the majority of the directors currently serving as such shall be” Specific recommendations 1. Create an amendment to identify the registered office and the registered agent of the corporation (Section 1.02: “The corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be but need not be, [sic] identical with the principal office of the corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.”) 2. Delete or amend the requirement that a member can vote only if ownership occurs on or before the last day of the third month preceding the annual meeting (Section 2.02: “Members shall be entitled to one (1) vote for each lot or living unit in which they hold the interest required for membership by Section 1 as shown by the records of the Corporation as of the last day of the

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third month preceding the next membership annual meeting.) N.B. The same statement is in Article 5, Section 2 of the Articles of Incorporation. 3. Amend Section 3.04 and 12.01 (see next page) to include email. “Written or printed notice stating the place, day, and hour of any meeting of the memgers [sic] shall be delivered, either personally or by mail, to each member entitled to vote at such meeting.” 4. Create an amendment that allows for an increase in the number of Board members. Both the Articles of Incorporation and Section 4.02 of the Bylaws specifically state that the Board is composed of five members. 5. Amend Section 3.01 of the Bylaws to eliminate the specificity of the date and time of the annual meeting and to give parameters instead. From the Bylaws—“An Annual meeting of members shall be held on the last of January in each year at the hour of 11:00 o’clock a.m. [sic].

Method of Amendment—Article 12, Section 1 of the Bylaws “These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least two days’ written notice is given of an intention to alter, amend, or repeal these bylaws or to adopt new bylaws at such meeting.”

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Summary (Retyped from the handout from the meeting) Place the ad

$40

Set up Google Analytics to allow advertiser to track page views and traffic Board Meeting Minutes

$40

ACC Meeting Minutes

$40

Maps and Drawings

$40

Links

$40

Calendar

$40

Email ListServe/Distribution list

$40

Blog

$80

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$40

Road Committee Report

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April 14, 2009

South Briar Forest - Pine Shadows Lane - Tall Forest - Kamakoa Status: been

1. South Briar Forest, Pine Shadows, Tall Forest and Kamakoa have oiled.

Schedule: 1. Final Paving is scheduled to begin the first week in June 09 and be completed in one week. weeks

2. Expect final invoice(s) on these four projects approximately two after paving.

for these

3. Upon completion of payment to the County the PFPOA should send a letter to the County requesting that they accept responsibility roads.

Costs:

additional

1. Final Invoice(s), to PFPOA, for all four projects is estimated at $15,750.00, fuel addition will be very low if any. No other billing is expected.

Out Year Planning: 1. Completion of Briar Forrest and Bridge during FY 2010/11 a. Estimated cost < $20,000 2. PFPOA position on Unit #6. Concerns: 1. The end of East Tangle Briar should be a Cul-de-sac. a. Property is privately owned. b. Recommend; that the President, PFPOA enter into conversations with Pct. #1 Commissioner and/or the owner about acquiring the land. 7

2. End of Woodland Court. a. There is a tree in the right of way. to to remove

b. Recommend; that a letter, from the President, PFPOA be sent the owner to remove the tree, if not the County is going it. 3. Intersection of Kanapalli and Tall Forest needs a 3 Way Stop. a. Recommendation; that a request be sent from the President, PFPOA, to the Pct#1 Commissioner.

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MEMORANDUM ON COLLECTION OF DELINQUENT ACCOUNTS

Pine Forest POA (POA) would like to engage Goodwin Management (Goodwin) and Adam Pugh, Attorney at Law (Counsel) to collect delinquent property owners fees, file liens, send foreclosure notices, and otherwise pursue collections by every legal means possible. Toward that end, the POA proposes the following:

1. POA Treasurer will supply to Goodwin and Counsel a list of accounts subject to this memorandum. No action may be taken on any account that is not approved by the POA Treasurer. 2. Goodwin and Counsel will send letters to delinquent accounts, advising them that a $511 collection fee has been attached to each of their lots. If the account is brought up to date within 30 days, All but $36 will be waived. The POA will pay Counsel $31 for each letter sent, and be reimbursed when collected by Goodwin. 3. After the waiver period expires, Counsel will immediately file liens on each outstanding account. The POA will pay $16 for each owner, and in turn, $16 will be added to the lot owner’s account by Goodwin to be reimbursed to the POA when the account is cured. 4. Thirty days after filing the lien, if payment is not received, Counsel will send a letter of intent to foreclose. The POA will pay $6 for each letter sent. 5.

After the notice of intent to foreclose is sent, the Board Treasurer, after consultation with the Executive Committee, will determine which properties Counsel may move forward to foreclose. The cost to the Association will be approximately $65-75 per owner for personal service (Constable) as well as a $3-5 posting fee at the courthouse.

6. All mailing, filing, service and any other fees paid by the POA will be added to the delinquent account, and will be reimbursed to the POA when the owner settles his/her account. 7. It is understood, that notices will be mailed “return receipt requested.” Where such letter is returned as not delivered, the deadlines will be postponed until such time as effective delivery is accomplished. 9

8. At all of these steps, the Association authorizes Counsel to charge retail attorney fees directly to the owners. The Association will never be responsible for anything over and above what has been outlined above, but the owners will be asked to pay our fees to make their account current. At any point in the process, Counsel or Goodwin may waive any of their own fees as they deem appropriate.

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