Chpoa Minutes Oct 30 2009

CUMBERLAND HARBOUR PROPERTY OWNER’S ASSOCIATION MINUTES OF MEETING, OCTOBER 30, 2009 I. The meeting was called to order by Paul Gommo at 5:00 p.m. on October 30, 2009. The meeting was held by conference call. All Board members were present at the meeting. II.

Board Officers - Michelle Deis motioned to vote on the following Board positions:

Paul Gommo, President David Cohen, Vice President Bernard (Bernie) Huber, Treasurer Michelle Deis, Secretary Helen Ownby, Parliamentarian Helen Ownby seconded the motion and the Board voted unanimously to accept these Board positions. III. Interim Board Bylaw Amendment - Helen Ownby motioned to vote on the Amendment to the CHPOA Bylaws Article VI., Section 8., Interim Board During Pendency of Chapter 11 Case. David Cohen seconded the motion. The Board voted unanimously to adopt the following CHPOA Bylaw Amendment. Article VI., Section 8, Interim Board During Pendency of Chapter 11 Case (a) Due to the filing of a petition for reorganization under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") by the Declarant, Point Peter, LLLP, on October 30, 2008, the members of the Board of Directors of the Association duly serving as of the date of the adoption of this amendment to the ByLaws, shall continue to serve on an interim basis, at the pleasure of the Declarant, until the earlier of (i) the date of the closing of a sale of the Declarant's assets to a third party developer pursuant to section 363 of the Bankruptcy Code or (ii) the date the Declarant's chapter 11 case is dismissed. At the happening of the earlier of these two events, the Declarant will immediately appoint a new Board of Directors per the Association Bylaws or will allow the Interim Board appointed on October 27, 2009 to serve until a new Board of Directors is in place pursuant to the Association Bylaws in effect prior to the date of this Amendment. (b) Notwithstanding any provision in the Declaration, these By-Laws or any other agreement to the contrary, the members of the Board of Directors of the Association who were appointed by the Declarant on October 27, 2009 to serve on the Board shall not be liable or responsible in any way for any actions, errors, or omissions by any prior members of the Board of Directors of the Association.

IV. Letter to CHPOA Members Announcing Interim Board - Michelle Deis read the draft of the letter to be mailed to CHPOA members (property owners). The Board discussed minor changes to the letter and suggestions for the contact information request to be mailed with the letter. The Board discussed creating a CHPOA member directory from the property owner contact information requested. Michelle Deis agreed to contact Jeanette Jones at AIMS to discuss the mailing of the letter. V. CHPOA Website - Paul Gommo stated that the CHPOA needs someone to manage the official CHPOA website at http://cumberlandharbour-poa.org . Michelle Deis agreed that, as the CHPOA Secretary, she will manage the website since she will be posting the Board meetings’ Minutes on the site. Michelle Deis will also post other information of importance to CHPOA members on this website. The Board also discussed the need for a password protected secure website so that Board and property owner information could be private from the public. The Board will be investigating options for the CHPOA website. VI. Documents from AIMS – The Board discussed the documents that should be requested from AIMS so that the Board may have an understanding of the CHPOA contracts and financial situation. Paul Gommo agreed to contact Jeanette Jones at AIMS and request copies of insurance and service contracts, current financial and audit documents, assessment records, and prior Board meeting minutes. The Board unanimously agreed that effective immediately all payables and disbursements will need to be submitted to the Interim Board with a matching invoice for Board approval prior to payment. As Treasurer, Bernie Huber was designated as the Board member to collect weekly financial and payable information from AIMS. VII. Transition from Previous Board – Paul Gommo discussed that he has had phone conversations with several prior Board members in an effort to accommodate a smooth transition to the Interim Board. Several previous Board members have offered their assistance in this transition. Paul Gommo will continue to serve as the liaison between the Interim Board and the previous Board members. VIII. Design Review Board Vacancy - Bernie Huber stated that Joe Gregory, the Chairperson of the DRB, contacted him about the procedure to fill a present vacancy on the DRB. The Board unanimously agreed that the DRB should choose the property owner to fill the vacant position and that Joe Gregory should then contact Mark Rogers, who, as the Administrative Officer for the Declarant, must approve the selection. IX. Landscaping Committee – The Board discussed its desire to maintain the present CHPOA Landscaping Committee members, as well as any other present CHPOA committees. Bernie Huber agreed to contact the present members of the Landscaping Committee to inform them of the Board’s desire that they maintain their positions.

X. Next Meeting - The Board agreed that the next meeting will be November 5, 2009 at 9:30 a.m. by conference call. Paul Gommo adjourned the meeting.