TRPOA - Meeting Minutes

SYNOPSIS OF THE JULY 2008 BOARD OF DIRECTORS MEETING

The ballot containing the proposed TRMA revision and a fee structure for the 2008 budget year failed. To cover the projected budget short fall it was decided to reduce expenses to a bare bones level. This entailed a temporary shut down of the lodge facilities, including the restaurant, cabins and RV spots, a reduction in the road crew, and a reduction of administrative staff and other employees. This condition will exist until such time as budgetary constraints feasible allows us to resume operations. A $65.00 budget variance assessment per owner account was sent to cover the budget short fall for the balance of 2008. A budget for 2009 will be presented at the October meeting.

Mr. Jerry Patterson, head of the GLO, discussed at length the proposed draft lease of the Christmas Mountains to POATRI .

The Board had previously requested the corporate attorney, Rudy Cano, to research the steps necessary to dispose of the resort, either by sale or lease. This report was presented and discussed in depth.

An agreement with Terlingua Fire &EMS was discussed and agreed upon. This includes use of some equipment, employees, and a supply of water.

Tom Durham, Secretary

SUMMARY OF RESOLUTIONS PRESENTED

AT THE JULY 2008 BOARD MEETING

Nine Directors were present and certified. The following resolutions were read into the record.

That due to the failure of the proposed TRMA, and in order to pay remaining expenses for 2008, it is necessary to institutes a Budget Variance Assessment of $65.00 per property owner account, to be billed immediately and due September 1, 2008. Motion by Backer, second by Durham, 9 ayes 0 nays
That the BOD will not accept any complaints under Article 3.10 or 3.11 pending revision and updating of the By-laws. Motion by Demetri, Second by Backer 9 ayes, 0 nays
That all committee members and task force members will sign a Confidentiality Agreement. Motion by Durham, second by Willis 9 ayes, 0 nays.
That the BOD has authorized the purchase of a 2001 diesel truck with new dump bed. Purchase to be made through West Texas National Bank. Motion by Backer, second by Demetri 8 ayes 0 nays, 1 absent.

SUMMARY OF RESOLUTIONS PRESENTED

AT THE APRIL, 2008 BOARD MEETING

by Tom Durham, Secretary

Clara Willis and Diana Wysocki were seated as Directors to fill vacancies left by recent resignations. Six Directors were present and certified. Absent were Directors Ramey, Miller and Oxsheer. The following resolutions were read into the record:

That the current Article 6.0 and Article 6.02 be replaced in their entirety with a revised Article 6.01 and 6.02. Motion by Durham, second by Willis. 6 ayes, 0 nays
That the Issue Resolution Procedure in the current Board of Directors Policies & Procedures manual be replaced in its entirety with a revised edition as presented to the Board. Motion by Willauer, second by Durham. 6 ayes, 0 nays
That the Board of Directors of POATRI place before the Members of the Terlingua Ranch Maintenance Association (TRMA), the TRMA document negotiated between parties of the recently dismissed suit before the Brazoria District Court which was presented to owners of the now dismissed Negotiated Settlement Agreement, and that the only material revision to said negotiated TRMA document presented to the members shall be in Section, I, which states an “...annual flat fee assessment of $245.00 per owner is hereby imposed...” Motion by Willauer, second by Backer. 5 ayes, 0 nays, 1 abstain (Willis)
That the current Election Process be replaced with a new revised edition as presented to the Board. Motion by Demetri, second by Wysocki. 6 ayes, 0 nays
That Members of POATRI who are current in payment of annual assessments shall remain members in Good Standing irrespective of non-payment of the 2005 SIA or the 2007 NRC through any and all elections that may be held during the 2008 assessment year which ends with the charging of the 2009 annual assessment. Motion by Backer, second by Willauer. 6 ayes, 0 nays

MINUTES OF POATRI BOARD OF DIRECTORS MEETING

JANUARY 26, 2008

The regularly scheduled quarterly meeting of the Board of Directors of POATRI was called to order at 10:00 AM by Jerry Brewster, Presiding Officer. Directors present and certified were Don Backer, Liz Demetri, Jerry Brewster, Kathleen O’Keefe, Tom Durham, TJ Ramey, Jim Miller and Janet Sullivan.

Public service announcements were made by:

Janet Sullivan-Terlingua Home Tour

Don Mahan-Pot luck at the American Legion

Sarah Burton Performance of the Last Minute Low Budget Production at La Kiva

The minutes from the last meeting were approved as read. The following interim resolutions were read into the records:

That the section currently on the POATRI website titled “FAQ-coming soon” be removed as decided at the October 27, 2007 Board Meeting. Motion by Liz Demetri, second Jerry Brewster. 6 ayes, 0 nays, 2 absent-Ramey & Miller.
That a notice showing the correct day to receive ballots is January 25, 2008 instead of January 25, 2007 be posted on the POATRI website and the ballots for this election be accepted as valid with the typographical error. Motion by Liz Demetri, second Don Backer. 8 ayes, 0 nays.
In Executive Session on 1-25-08, a resolution giving a Vote of Confidence to the POATRI attorney, Rudy Cano was passed. Voting for Don Backer, Janet Sullivan, Jerry Brewster, TJ Ramey, Tom Durham, Liz Demetri and Jim Miller. Voting against, Kathleen O’Keefe.

Rudy Cano gave a status report of the pending law suit. It still needs the signature of one of the attorneys, if signed the TRMA will go out to the members for approval. If no signature, the suit will go to trial.

Don Backer gave the Treasurer’s Report which will appear on the website and in the newsletter. TJ Ramey read a statement into the minutes commending Don for his financial presentation made at the Court Hearing on January 18, 2008. At the close of the hearing, while leaving the courtroom, Don and his wife were accosted by a property owner about his raising assessments and that he should be ashamed. TJ reminded everyone that the job of Director is voluntary and directors donate their time, money and patience to make POATRI a better place.

The Manager’s report was given by Alida Lorio and the following reports which will be on the website and in the newsletter were given:

Audit-Don Backer

Budget & Finance-Don Backer

Director Application-Janet Sullivan

Hunt committee-Jim Miller

Newsletter-Janet Sullivan-no report

Website-Kathleen O’Keefe

Succession Planning-Jerry Brewster

Strategic Planning-TJ Ramey

Road Issue Task Force-Tom Durham

Unfinished Business:

The resolution to be voted on was announced.

Jerry Brewster gave a report from Executive Session. He announced that secretary, Liz Demetri has been sanctioned for violation of Restricted Acts for Directors, Art 6.01 i “Become, as an individual, actively involved in the campaign of others who are seeking seats on the Board of Directors”. The vote for violation was 6-ayes, 0-nays, 1-abstain-Sullivan, 1-recuse-Demetri. The vote for sanction was 7-ayes, 0-nays, 1-recuse-Demetri.

Public Forum:

Barbara Trammel-put together figures regarding question of selling lodge. It could be used as a resort, new owners would not accept restrictions-POATRI would have no control over facility or guest. If used as a retreat, could block off roads to prevent traffic, we also lose control. If for private residence, also no control. The lodge needs to be supported, it is a public asset and supplements fees. Jerry Brewster mentioned that the rifle range is available. Thanks to Barbara.
Ed Hersey-thanked Don Backer for availability and transparency of financial reports. Thanked Alida Lorio for new thoughts, running road maintenance and lodge/hospitality two different areas. Thinks we should consider home hostel concept for internationals.
Gini Viles-the Protective Covenant document restricts what we can do with the facility until 2011 and requires 51% of all owners vote. We must take document into consideration. Janet Sullivan stated that document is in the Director’s Binders.
Dean Willis-during hunt season, saw a campsite with a pile of Aoudad heads. Asked that hunters not do that. He reads a lot of legal agreements and is pleased with the settlement document that came out. Good job of writing.
Renee Ramey-we all vote to put the Board in place. Members give free time and money out of pocket. She loves the area and wants to see it succeed. Attacks on directors are uncalled for.
Jane Brewster-agrees with Renee but does not understand why no one said anything about Kathleen O’Keefe being attacked.
Frank Oxsheer-asked if lawsuit continues, who pays for cost. Jerry Brewster responded that insurance is paying for majority, there are additional costs in the office. Don Backer stated that related expenses are approximately $67,500 so far.
Bonnie Hill-not in disagreement with new Resort Supervisor but does not see this in 2007 budget. Don Backer stated this is covered in the 2007 Lodge payroll which is $20,736 under projection. Bonnie asked if Board should have approved, Don stated we set the budget and give management the authority to work within.
Ed Hersey-asked what is being done to sign up with Marketing or Vendors. Question was deferred to TJ Ramey, chair of Strategic Planning Committee who stated that no new projects have been considered until lawsuit is settled.

New Business: The following resolution was passed.

To clarify, that in this January, 2008 election, no ballots will excluded from any owners due to non-payment of NRC and/or SIA fees alone in accordance with the Board’s action in October, 2007. Motion by Kathleen O‘Keefe, second Liz Demetri. 8 ayes, 0 nays.

Janet Sullivan read her “Goodbye Statement” which will appear on website and in newsletter. Jerry Brewster thanked her for her time and nine years of service.

Jerry Brewster made a statement that after the conclusion of this meeting, all committees and task forces would be dissolved. New committees and task forces to be chosen by the new President.

The results of the election were announced.

Total Property Owner Accounts 4903

Total Owner Accounts in Good Standing 3377

Total Ballots Received 774

Total Valid Ballots 755

“Yes” – Quorum for Members Meeting 283

“No” – Quorum for Members Meeting 472

Candidates:

Dick Willauer 414

Elizabeth Demetri 405

Frank Oxsheer 363

Richard Whitebear 352

John Hillje 350

Sam Sledge 325

And six write-in candidates received 1 vote each

Meeting adjourned at 3:20 PM. Next meeting will be April 26, 2008 at 10:00 AM

Respectfully submitted,

Liz Demetri, Secretary