REPORTS TO THE BOARD AT OCTOBER 31, 2009 QUARTERLY MEETING:
Audit Committee Report
The Audit Committee has been in limbo while new procedures were being written.
The Board approved the new procedures in September, and the Committee
received the package on October 2.
Page 19 of the Policy and Procedures manual has outlined the responsibilities of
the Audit Committee since revisions in 2006. With the new procedures in place
,
that one page has become a 14 page Handbook and a three page addendum to the
Policy and Procedure manual
The Handbook consists of ten defined audit projects
procedure outlined in order to help the person doing the work, and to provide
continuity and uniformity for reports
new audit project
Board, General Manager, and Audit Committee Chair.
The Handbook reminds any member who might be working on an audit project
that he/she "has a specific duty to protect and maintain the confidentiality of
proprietary and sensitive corporate information"
. Each project has a detailed. Board approval is required to authorize a. Each individual audit project report is submitted directly to the.
Since receipt of the new procedures, the Audit Committee has been studying the
requirements of the new procedures
no formal reports have been prepared under the new guidelines.
All members of the committee have been involved in audit projects concerning
invoice verification, bank reconciliation overview, and review of the depreciation
schedule. Of particular concern is the depreciation schedule which is attached to
the annual tax return, and, in turn, is used by the county for tax assessment of
POATRI property, according to our Treasurer
. Several audit projects have been initiated but.
The depreciation schedule is being studied
schedule. Some date back to 1976
in service and which ones are not
. There are 228 assets listed on the. Work continues to determine what assets are. A report will be forthcoming.
As the Committee develops familiarity with the requirements of the new
Handbook, we anticipate a smooth flow of reports to the Board of Directors.
.
ROAD ISSUE TASK FORCE REPORT
OCTOBER, 2009
The issue of total contract road maintenance vx total in-house or partial in-house and partial contract road maintenance is continuuing to be evaluated at this time. Partial in-house and partial contract road maintenance is continuing, depending on the equipment required. Upon the hiring of a general manager, this issue will be further evaluated.
REPORTS TO THE BOARD AT JULY 25, 2009 QUARTERLY MEETING:
Audit Committee:
Since the April Board of Directors meeting, the Audit Committee has been working exclusively on developing a written set of procedures for its work. At the instruction of the Board of Directors, all other Audit Committee work has been suspended while the procedures are being developed. The one exception to the suspension of Audit Committee work is the bank reconciliation work: that has continued on a monthly basis.
The Audit Committee met with the Board of Directors on Thursday, July 23, to discuss the Board’s proposed new procedures which were prepared by Ed Marcato, Alido Lorio, General Manager, and Treasurer Merrill Jordan. After discussions, the Board requested a written review of the new procedures from the Audit committee in order to finalize procedures from the Audit committee in order to finalize procedures before the October meeting. The Board requested that the Committee renew its work in order to help with the change in management.
The Audit Committee consists of Clara Willis, Diana Wysocki, Dori Ramsay, Chuck Corrao, Bill Shuerman, and Marbert Moore.
Other Reports to the Board can be found on the pages designated for the appropriate committee.
REPORTS TO THE BOARD AT THE JULY, 2008 QUARTERLY MEETING:
What is required for POATRI to sell the resort/lodge facility?
The first step would be to comply with state law. The second step would require compliance with the Protective Covenants and Use Restrictions (“Protective Covenants”) Terramar placed on the resort/lodge facility (“the lodge”) when Terramar transferred ownership of the lodge to POATRI.
1. What does Texas law require?
Art. 1396-5.09 A of the Texas Non-Profit Corporation Act ultimately requires the approval of 2/3’s of the Members in Good Standing (“MIGS”) who attend an annual members or special members meeting with at least 10% of all MIGS in attendance so there is a quorum present when the vote is taken. However, first the Board must pass a resolution to sell the lodge. Notice of the resolution and of the meeting is then sent out to the Membership. Approval to sell would require 2/3’s approval of those MIGS who attend the members meeting where the issue is voted on. But, there must be at least 10% of all MIGS in attendance at the meeting so there is a quorum. If there is not a quorum present at the meeting (ie; at least 10% of all MIGS), there cannot be a valid vote on the issue.
2. What do the Protective Covenants require?
The Protective Covenants were put in place by Terramar and run for a term of 35 years. The 35th anniversary is November 30, 2011. If the Protective Covenants are not terminated by that date, the Protective Covenants renew for 10 years and will continue to do so ad infinitum until terminated.
How are the Protective Covenants terminated? A document signed as is specified in and required by the Protective Covenants and filed with the Brewster County Clerk’s office prior to the renewal date will terminate the Protective Covenants on the anniversary date. How many signatures are required? The Protective Covenants require the signatures of the owners of 51% of the land, made up of the owners of the lodge (ie; POATRI), all property on Terlingua Ranch, and all property to which Terramar held legal or equitable title, which would include all former Hunt Parks on Terlingua Ranch. The Protective Covenants attach to the land, “run with the land”, and exist regardless of who the actual owner of the lodge may be. And, it is very important to note that the Protective Covenants do not require 51% approval of the property owners or of the MIGS; rather, termination would require approval of the owners who own at least 51% of the property included in the definition provided in the Protective Covenants. This same level of participation by owners of the land would be required to amend the Protective Covenants to allow for a termination before or after the 35th anniversary or to sell only a portion of the lodge facility or for any other amendment to the Protective Covenants.
Summary of Succession Planning Task Force Progress -- July 26, 2008
At the April 26, 2008 Board of Directors Meeting, the Succession Planning Task Force presented its initial report. That report described the need for a Succession Plan and/or
procedure for the Board of Directors to implement in the hiring of a General Manager.
The Task Force has completed the logistics of the procedure and it has been presented to the Board of Directors for their approval.
One of the main steps involved in the procedure is the creation of a General Manager Selection Committee to implement the procedure. After careful consideration and discussion, the Board of Directors have made the determination that the Executive Committee will serve as the General Manager Selection Committee if and when the need arises.
Respectfully submitted,
Succession Planning Task Force