July 7, 2001

The board of directors of Cascadel Woods Property Owners Association met for its regular meeting on Saturday, July 7, 2001 at the clubhouse. Members present were Richard Johnson, Joanna Fuchs, Marie Iden, Gerald Scharton, Greg Sheets and Roger Tucker. Guests included Jenny Castles, O.J. Hefner, Judy Linda, Russell Nicholson, Carmen Taylor, John Taylor and John White. President Richard Johnson called the meeting to order at 10:03 a.m. noting that a quorum was present.

Roger expressed his concern that the gate issue is becoming personal in nature and is divisive. He pleaded to let the matter be handled in the court, not the community, stating he sees it as an issue the community cannot resolve on its own. Roger admitted feeling he also had contributed to the divisiveness and would do his best in the future not to do so.

Public Participation

John White expressed his appreciation for Roger's comments and offered his support.

Judy Linda voiced her sorrow about the state the association is in and her belief that the board should only be addressing what it is responsible for (i.e. CSA and road maintenance). She stated she understood that Taylor's proposal was rejected by the board and she is opposed to settling the issue through a law suit. Judy added there should have been a majority vote of the community on the matter, and if the association takes on the Taylor gate, then why not take on the Cascadel Mutual Water Company gate as well.

Bob Buckles asked that the board keep the burn piles open for residents to use as it encourages folks to clean up their property. Richard said that if the Fire Committee presents it to the board, it would be okay with him.

Jenny Castles stated that she wanted to add something to the agenda and that in the past the community was allowed to request items be placed on the agenda. She added that even though Richard had personally denied her items, she still would like to be on the agenda. Richard said he would place the matter on the agenda for the next meeting, but that there are too many other issues on this agenda. Jenny still voiced her opposition to the change in procedure.

O.J. Hefner spoke about the gate issue. He saw the lawsuit as a waste of money and felt the issue should have been approached differently. He expressed his belief that the road was "bad-mouthed" as a escape route by a forest service person, and that he did not believe there was a safe place to protect people without evacuation. A heated discussion took place between O.J. and Jerry Scharton concerning fire fighting, safe areas and using the road as an escape route. Richard finally ended the discussion and went on to the next matter.

Jenny Castles added that she would like to see Cascadel Road open, not as a fire escape, but just to be used.

Judy Linda described how the use of the Beal road in Auberry is similar to Cascadel and the owners have provided a key to the Forest Service for emergency use and allow others entry only by prior permission (by telephone).

John Taylor, stating he was not speaking legally, said he could not recommend the road as an escape route, but he has offered to put keys in the Cascadel office for such use would still do so. He added that in his experience on a hotshot crew he saw many people get crosswise a road during a fire. He further stated that there are bolt cutters on a tree that could be used for natural disasters and he recommended a four-wheel drive would be needed for passage.

John asked if Robert Kight was still on the board. Greg noted that Robert has moved, but no one knows if escrow has closed yet. Roger added that no one knows, but can find out.

Richard thanked everyone for his or her comments and ideas.

Agenda

The agenda was approved and the items from the previous meeting were tabled.

Minutes

Roger moved, seconded by Greg to approve the minutes of 5/5/01. Motion carried. Richard noted that the board needs to pay strict attention to the agenda so that no items slip through without a vote being taken.

CSA #21 Business

Review of Projects
- The drainage ditch to divert water away from the upper garden area is completed.
- The lawn sprinkler system is finished and operating.
- Brian Curtis reported that Bob Buckles will be installing the cover ordered for the equipment stored ..at the bathhouse and setting up the shed for storing gas cans. The canopy will be bolted down to ..cement and attached to the bathhouse roof.
- Bob Buckles purchased and installed shades on the clubhouse windows for under $500.

Future Projects
- It was suggested that there be a two year projection for projects rather than load them all up in one ..year so as to spread out the costs better.

Budget
- The budget has been submitted to the county and is expected to be approved. Have not yet ..received comment from Bob DeWall.

Richard Johnson - Address Board

Richard stated that he feels it is necessary to speak out concerning the situation the board is in (in relation to the Taylor gate issue). He recently received a couple letters that bothered him. There was a court meeting at which the Cascadel Home Owners Association was brought in, and he had no notification that the hearing was being held. He asked how many from the board attended, stating that someone from the board should have been present. He asked Steve to find out if Joanna had received notice prior to the meeting.

A couple days later, Richard received a second letter showing the board is involved as an association (the board voted on this, but he as president, could not vote). He stated that at a meeting with the attorney, the board was advised that there must be community approval before the board can involve the association. He knows of no vote being taken.

Richard stated he wants to stop the suit now. The documents show only four board members. He was also concerned with the "roaming dog" and "emergency escape route" statements on the proposed agreement, and questioned who wrote this. He further stated that it bothers him that the other three directors had no knowledge of this.

Greg inquired what was changed from the previous proposal.

Richard also questioned the request from Jamison to pay the remainder of the costs up to the $9000 cap, and questioned when the cap was agreed to, what the balance is, and if there are other bills. He noted that the insurance premium is now being raised due to claims being submitted (which adds to the cost of the suit). He indicated that the letter he received from Jamison was addressed to Marie Iden, not the corporation, showed costs for a second deposition and added interest charges.

Richard stated that they (CWPOA) lost the first suit and that the second one is basically the same as the first. When he first got on the board the board had indemnified itself, that's ok, but they should have gone before the whole association for a vote. He feels the suit is out of hand and wants it to stop. He will send out letters to the members of the association for a vote.

Jenny asked if he would make sure it covered all the legal aspects. Richard said he is currently writing the letter and the suit will stop now until approval by the association is received. He stated he has never taken sides, but if anyone is pushing in the direction of the Taylor's, it is the board. He re-stated that a letter will go out, Jamison will be paid for past costs, but no more since then.

Judy asked why the association should be liable for bills incurred by individuals. Richard responded that someone on the board should have stood up long ago and he will instruct Joanna not to write any more checks, except for past costs already incurred.

Jerry commented that the increase in insurance costs is almost like saying they are close to canceling the insurance, and the CWPOA would not be able to be insured by another insurance company. He fears the insurance may be dropped and believes the membership should have a vote on whether to continue with the suit.

Roger commented that maybe some of what is being spoken of should be done in executive session. Jerry felt this would make it look like the board is trying to hide something, and feels it should be in the open.

Roger noted that when the board met with Jim Sherwood and voted on adding the association, that upon adding the association to the suit, Mr. Sherwood would then write a letter for the association to send out for a vote so that it would be legally correct. He was concerned about a single board member penning the letter and that an attorney should make a determination that the action is okay.

Jerry inquired who changed the wording of the proposed settlement from "fire" road to "flood" road and was concerned about this "legal person" writing a letter.

Roger noted he was not referring to having Jamison write the letter, but expected it would be Jim Sherwood. Marie added that she faxed the motion card about to Jamison with no instruction about what to put in. Roger added that he had received the notification from the attorney on the same date as Richard did.

Marie added that what she received in the mail was because she personally asked to be notified of all activities. She noted that she also received her notification after the hearing and that this is not a conspiracy to keep information from Richard. He responded that the pattern is that the new board has been denied information.

Roger asked to take a break. Greg urged to continue, adding that all understood from Sherwood that a vote is needed, but that they cannot arbitrarily do so and need to find out the legal way to do this. Richard stated that Sherwood told the board to take a vote and he is writing a letter to send out in the next day or two.

Roger moved that the letter be written by the corporate counsel and he make recommendations as to the number needed for approval. Marie seconded. No vote taken.

John Taylor interjected that as was previously stated, the $2500 was to be approved by the subdivision and he did not want to see any more money spent. The discussion deteriorated into a confrontation between John Taylor, Roger Tucker, John White and Richard. Richard asked John Taylor to leave.

Richard did not acknowledge the motion and would not call for a vote.

Greg asked Gerald his thoughts on Richard writing the letter. Jerry said he would like to receive a letter and had no faith in Jamison writing it. He would like to see the situation solved. Greg added he was surprised to see the board let it go this far and is fin favor of a vote. Gerald added he would like to stop the litigation and send out a letter and he was not opposed to the board approving the letter. Greg added that shouldn't the board approve the letter.

Roger stated concern that if not done right, then someone in the community can claim the board "gave away his rights". Let Mr. Sherwood write the letter. Do the letter, but in the appropriate way. Richard responded that this would not have come up if he hadn't brought up the issue. He added that after the last executive meeting it was agreed to try to settle without litigation. A lot of effort went into the attempt to resolve it and he had called a meeting to tell the board what was going on, but the board did not meet. There was more discussion on the matter. Greg asked why it ended as he had informed Richard he would be out of town at that time. Roger added that he wanted to be present, but had not been notified of a deadline. He never received an agreement and he believes the board is in support of this, and he is as motivated as anyone to settle.

There was further discussion on the agreement and changes, and looking at a copy of it. Jenny commented that it should be sent out to the membership to review because of the disagreement between members. Richard believed the board should meet first. Jerry noted that he will be away for the next six weeks. Marie asked it the material could be faxed or mailed to Jerry. Joanna added that when the agreement came in it was at the unofficial board meeting and some of the board members reviewed it. The owner had offered to provide keys. It has to go before the membership for a vote.

Marie suggested sending the agreement out to the membership to vote on. John Taylor added that there have been six refusals by the board to agree with him, and right from the beginning they were supposed to vote on costs over $2000. Jerry noted he was tired of hearing about the limit on spending, but wanted to know what the association wants to do.

Judy Linda said she would not be in favor of any of the three previous board members being able to vote on sending out a letter. She had suggested two years ago that the community be polled and that if there is a personal bias, the board member should pull out of the vote. She would feel more comfortable if the letter were to be written by Richard.

Roger noted that he rejects this line of thinking entirely. He does not believe in personal bias, and that to keep going over the past gets nowhere. He does not want to polarize the board further, and if there is an offer on the table, he would like to work on it.

O.J. asked if when the board starts charging for the lawsuit and people don't pay, will they be taken to court? Response was that the board did not know. Richard added that the money had already been spent and there will be an increase in dues to pay for this.

Roger proposed working on the settlement. Richard stated the board will go back and sit down with Taylor's one more time, if they agree. Then it goes to the people and if they vote it down, where do we go with this? He is willing to try one more time.

Marie noted that there is a motion on the table to deal with. Roger reread the motion. No vote taken. Jerry added that he is hearing Richard say that he will set the letter aside for now. Greg felt it would be too confusing to send out two letters. Roger added he would table the motion if the board will agree that no letter will go out until the board has a chance to meet one more time. Joanna added that there were only about three sentences that were not agreed with. Roger noted he would have looked at the agreement had he known of it, but it is important to go forward now and all be together to discuss it.

Joanna spoke of always being a day late and a dime short, and that one board member would be out of town for six weeks. Marie asked her what she would like the board to do. Joanna responded to put out letter to the membership on whether or not to continue. Marie voiced her concern that the letter be legally correct and Sherwood is the attorney for the insurance company, not the suit. Joanna noted that the balance owed to Jamison came before the official vote by the board to add the association to the suit. Marie still stressed that it is necessary for the future that what is done is done correctly. There was discussion on individual board member's availability for a meeting.

Richard added that on December 13th they went into executive session and he, Joanna and Jerry did not know what was being talked about. Also board had not taken a vote by the association to use Sherwood. He further insisted he would send out his letter.

The discussion degenerated and Marie, Roger and Greg left the meeting. Jerry moved to adjourn. There was no second. There was discussion about continuing the meeting or adjourning. Jenny questioned whether they could continue the meeting without the other three members. She expressed concern that there was no quorum. Richard responded that if you start with a quorum and do not end with a quorum, you can still act.

Judy asked the board to at least cover the vital issues. She suggested the depositions be delayed so that the board can schedule a meeting together instead of over the phone. Carmen Taylor suggested that the board ask the Taylor's to come back after the meeting to see if they can come to an agreement on the particular issues. Richard was not sure the board could actually speak directly with the Taylor's on the picky issues.

Correspondence

Bills - D&O Renewal - Richard will sit down with Cynthia and fill out forms.

CPA - Noted that there was agreement to have the CPA review the accounting procedures as per the letter dated 6/7/01 and the CPA was asked to do the research, but the second letter of 6/7/01concerning cash flow needed more discussion. Joanna noted that she has prepared a cash flow analysis. (On file with minutes)

The remaining correspondence is filed with minutes and needed no discussion.

Reports

Fire Safety Committee - Bob Buckles presented the report. He has a draft fire plan which is filed with these minutes. It addresses clearance, CDF inspections, fire safe areas, hose boxes and notification. His primary concern is for safety of individuals. When asked what can be done if someone does not do clearance, he responded that notices are given, and as a last resort the CDF or county can do the work and charge the owner. There was discussion on implementing the plan, noting that it can be refined further at a meeting. Jenny added that she and Marie Iden have been working on a calling tree. Richard suggested having an extra newsletter to deal with the fire plan.

John Taylor asked about using a portable poly tank to pull behind the plow truck. Bob noted that the liability connected with this, as volunteers would have to have 4-5 days of training and meet OSHA requirements.

By-Law Committee - John White reported. The committee has been meeting every other week. They began with basic templates and each member did research on a particular area for each meeting. They are working quickly and hope to have a draft ready after the next two meetings. There will be about 25 pages to cover all the legal implications.

Bills to approve (from Financial) -

· Valley Regional Insurance: Joanna moved to approve the renewal of the D&O insurance. Jerry ..seconded. Carried.

· Dowling, Aaron & Keeler: Legal research on Davis-Sterling Act and Brown Act. Joanna moved to ..approve payment. Jerry seconded. Carried.

· Jamison: Bill on depositions and previous balance. Motion by Jerry to pay old portion of the bill. ..Second by Joanna. Vote: Jerry -aye, Joanna - no and Richard - aye. Carried. An amendment to the ..motion to pay Jamison was made by Jerry stating payment will be made if it is part of the $9000 .maximum, not in addition. Joanna seconded. Vote: Jerry - aye, Joanna - no, Richard - aye.
· Motion Carried.

Correspondence #9 - Marie Iden's letter of resignation: A motion was made by Joanna to nominate Gerald Scharton as secretary of the board. Jerry seconded. There were no other nominations. Motion carried.

New Business

Credit Cards for Employees - It was felt that a VISA or Master Card should be available for large purchases made for the company by employees where the cost is not known ahead of time, so that items do not need to be placed on personal accounts. Joanna moved to apply for a corporate credit card for employee use. Jerry seconded. Carried. Joanna noted that there is also a petty cash fund for smaller purchases.

Greg Sheets - The board expressed thanks to Greg for putting on the community barbecue. It was seen as very successful in getting the community together. Joanna moved to approve a second community dinner on the 4th Saturday in September to coordinate with the annual meeting. Jerry seconded. Carried.

Unfinished Business

Road & Equipment Maintenance - Noted that the light bar for the truck is in and Bob and Brian will install it. The insurance agent suggested that the CWPOA make repairs itself for minor damage to the snowplow because of the deductible and that a claim would probably be considered collision and could raise the rates. Jerry moved that repair to the snowplow for dents occurring during operation be done by the employees. Joanna seconded. Carried.

Reports (Continued)

Financial - Joanna noted that we are now on the new budget and explained the financial reports and Cash Flow Analysis that she had prepared.

Uncollected Fees - Still have not received a response from Sherwood about how to deal with this. Will need to contact him about this and determine what the previous motion asked him to do.

Correspondence (Continued)

#16 - Jenny expressed concern that the board has not specifically addressed the issues /concerns brought up at the March 3rd public meeting. At the next meeting the board can address this and review the March 3rd minutes. Will place on the 9/8/01 agenda.

Adjournment of Meeting

Joanna made a motion to move the next CWPOA meeting to Saturday, September 8th because of the Labor Day weekend. Jerry seconded. Carried.

The annual meeting will be the 4th Saturday of September and it was suggested to put a form in the next newsletter for people wishing to run for the board to return. Joanna moved to include in the August newsletter a request for interested people to run for the board and for background information. Jerry seconded. Motion carried.

There was no further business. Joanna moved to adjourn. Jerry seconded. Motion carried. Meeting adjourned at 2:14 p.m.

Cynthia Curtis

SEPTEMBER 8, 2001

The board met on Saturday, September 8, 2001 for its regular meeting. Directors present: Richard Johnson, Gerald Scharton, Joanna Fuchs, Greg Sheets and Roger Tucker. Marie Iden was absent. Richard called the meting to order at 10:00 a.m.. It was noted that a quorum was present.

Public Participation

Jenny Castles expressed appreciation to all who helped to put out information during the North Fork fire. She asked why the board conducted business at the last meeting without a quorum after she had questioned if it could be done. Jenny also expressed concern that the election was to be for three positions instead of seven.

John Taylor thanked Gerald Scharton for getting a strike team to Cascadel , and noted that he had opened his gate during the fire as he had stated he would do.

Jerry commented on the discussions he and Bob Buckles had with the fire teams and the arrangements made for assignments in Cascadel.

Joanna then moved to fix the time for adjounment at 12:00 p.m.. Greg seconded. Carried.

Approval of Agenda

The agenda was reviewed. Joanna moved to approve the agenda. Gerald seconded. Carried.

Minutes

Richard asked to delay the approval of the minutes from July 7, 2001. There was extensive discussion among the board members concerning the issue of a quorum at that meeting, of obtaining a written summary from the attorney of how a quorum effects a meeting, and of a trust issue among board members. Joanna then moved to table the approval of the minutes until these legal matters are resolved by Mr. Sherwood in the form of a letter. Greg seconded. Motion carried.

CSA Business

Projects - Snow Diverters for Decks - There was discussion on hiring employee Bob Buckles to build the diverters for the three porches. The item is in the CSA budget. Greg moved, seconded by Gerald, to have Bob Buckles build the snow roofs instead of an outside contractor. Carried with four ayes . Roger abstained.

Discussion followed on where the funding comes from and Supervisor Gary Gilbert explained how a county service area is set up, who owns it, and how the financing of it works.

Budget - Joanna provided copies of the budget as submitted to the supervisors by Bob DeWall. The extra water usage charge was explained.

Correspondence

Claibourne and Associates - There was discussion on the letter concerning having the CPA do a cash flow analysis, which was not approved. Joanna has since done an analysis and she noted that billing may fall short of projected expenses. Other comments concerning trimming the budget were made and it was decided to table the matter to the next meeting. The engagement letter will be signed at the end of the meeting.

O.J. Hefner then read his letter to the board pertaining to the investigation of the Pucci fire. Comments were made about the appropriateness of the board entering into the investigaton or non-work related issues pertaining to personnel . Insurance investigator Dennis Garrett spoke briefly and left his business cards. Mr. Hefner stated he wants a letter from the board stating their intentions.

Reports

Financial - Joanna provided copies of the financial statements. The bill from the Dowling law firm was discussed briefly, and it was decided to table it until Marie is there to explain it. Joanna noted that there has been no resonse from Mr. Sherwood on how to deal with disputed fees..

Jenny inquired if the CPA had done a comparison of the current and past accounting procedures, commenting that the board did not vote to change them. Joanna responded that a review was made with only minor changes recommended. After a short discussion, Roger moved to accept the July 24, 2001 letter from Heath, Claibourne and Associates as a final statement of acceptance of curent accounting with changes made as recommended. Greg seconded and the motion carried.

Fire Committee - Gerald reported he has posters out for folks to take, and he and Bob Buckles have been working in several areas. Fire hose was purchased through the water company, the hydrant valves located (some were paved over) and will be raised, widening of the roads is on hold, and spraying of roadsides was not done as planned due to objections from some residents. County funds are available for two years for other methods of clearing emerging growth. Volunteers will be needed to do this.

Gerald explained why a secondary fire line was put in during the North Fork fire, how the fire shows the necessity of maintaining clearance around property, and that he has spoken with the USFS on enforcing cleanup of vacant lots. Due to this the burn pile has remained open for disposal of vegetation cleared from property and will be burned at a later date.

Unfinished Business

It was noted that a retraction concerning use of the back road as a fire escape was placed in the last newsletter and it met with everyone's agreement.

New Business - Discussion Purposes Only

Water Usage for Fire - Roger reported that all fire hydrants were checked during the fire, valves under the pavement have been located and marked, and all three storage tanks were kept full during the fire while still providing water for firefighting units to draw from.

Elections - It was noted that board elections will take place at the Annual Meeting on September, 22nd. Candidates will be allowed to enclose personal information with the notice of the meeting. Comments and discussion followed concerning the number of vacancies, meeting the terms of the by-laws for election procedures, having all board members step down, the number of directors, and having the attorney review the procedures. Richard noted that a copy of the letter, ballot and proxy were provided to the attorney.

There was no further business and the meeting adjourned at 12:00 p.m. on a motion by Roger, seconded by Joanna, and carried.

Cynthia Curtis

SPECIAL MEETING - OCTOBER 6, 2001

1. Call to order: 10:00

2. Present: Richard Johnson, Judy linda, Marie Iden Joanna Fuchs, Karen Balog, Jerry Sharton, John White. Audience; Volney, Jenny, Shevy, Taylor's, Hefners, Lloyd Carter, Rene and Roger Tucker, Chis Iden, Holly C. and Steve Fuchs.

3. Reviewed and Adopted Agenda: moved items to new business: Taylor lawsuit, see Marie's letter request. Added items to new business, #5, #6.

(objection by Lloyd Carter stating that sufficient written notice was not given to members) This was noted and is to be addressed in the new bylaws. Motion to accept agenda: Judy, second by Joanna, discussion terminated after everyone had their say. Vote: 4 yes, 2 no (Marie and John)

4. Introduction of new members: Karen Balog, Judy Linda, John White.

5. Election of officers:

Treasurer: Joanna, nominated by Judy, second by Karen, no discussion, yes vote unanimous. 6 yes, 0 no

President: John nominated Gerald Sharton, no second due to comment by Gerald that he was not at this time interested in the president position due to time constraints. John withdrew nomination. Joanna nominated Richard, second by Gerald, no discussion, yes votes unanimous. 6,yes, 0 no

Vice-president: Judy nominated Gerald, he accepted, second by Joanna, no discussion, yes votes unanimous. 6 yes, 0 no

Joanna mentioned the need for an occasional assistant to the secretary/treasurer; discussion ensued, duties discussed. This would be a volunteer position to help Cindy during busy times, and when she is unavailable. Judy nominated Karen, she accepted, second by Joanna, discussion: Gerald confirmed that this would not affect Cindy's regular duties, board agreed. Vote was unanimous. 6 yes, 0 no

Financial Accounts: check signers. It was agreed that all board members would be check signers. Motion by Judy, second by Gerald, discussion; none votes 6 yes, 0 no.

Meeting times and dates: A discussion ensued and there was a motion to meet on the second Monday of alternating months, starting in November. These would be regular meetings and will be posted and sent to all members. Special meetings would be quarterly and held on Saturdays for convenience of out of town members. This motion was made by Judy with second by Marie. No new discussion. 6 yes, 0 no. Motion carried.

Posting of meetings was discussed, using bulletin boards and mailings with a 10 day notice for special meetings. Other discussions included placing items on the agenda. It was discussed that items added to the agenda, or placed on the agenda at the last minute, would be used as discussion items, and if action was needed, they would be moved to an action item for the next meeting to ensure time for community input. This was a discussion item only and no motion was taken. It was also suggested that minutes from meetings be typed up and made available within one week from the meeting. No motion.

Joanna sent forth a motion to have Saturday special meetings made public through the newsletter, with a minimum of 10 days prior to the meeting, in order to give the public time to make accommodations to attend. Seconded by John White, vote 6 yes, 0 no.

COMMITTEE REPORT:

The Bylaws report was made by John White, with comments by other committee members. The entire template has been drafted with changes pertinent to Cascadel. Will have the draft ready for the board to look at in about 30 days. It will also have to be ratified by membership. Richard thanked the committee for its hard work.

OLD BUSINESS:

1. Budget: Joanna began to give a report on the current budget. Excess expenses were discussed, and she suggested that she would meet with the new secretary to review areas, which may be modified to lessen the overall budget. Judy suggested that all board members review the profit and loss statement and add suggestions at the next meeting.

2. Cash Flow analysis was discussed. Joanna began to present information about this but Marie and John, who left the table without explanation, abruptly interrupted it. It was subsequently moved to the next meeting.

3. Minutes of the 7-7-01 meeting, which were not approved at the last meeting were now approved. Motion by Judy, second by Joanna, votes 4 yes 2 no.

NEW BUSINESS:

Taylor litigation was brought to the front of the agenda for this portion of the meeting. Much discussion was given to Roger's announcement that he was going to Fresno to meet with Sherwood on Sunday at 1:00. In light of this development, Marie said she would not sign an agreement without council. Judy stated that she wants this to end today. Other members and audience indicated that signatures gleaned from the meeting with Sherwood, would steer the future course of the rest of the agenda. Because of this it was decided to table the rest of the agenda until Sunday at 4:00 P.M. when, as indicated by Richard, Sherwood could meet with the board in Cascadel. Motion to adjourn made by Judy, second by John White. Yes 6, no 0.

Judy Linda

OCTOBER 7, 2001 - continued from 10/6/01

The Board of Directors met on Sunday, October 7, 2001 to continue the special meeting begun on October 6th. Present were Richard Johnson, Karen Balog, Joanna Fuchs, Marie Iden, Judy Linda, and John White. President Richard Johnson called the meeting back to order at 4:00 p.m. explaining that attorney James Sherwood was present with papers to be signed for the settlement agreement with John and Carmen Taylor.

New Business

Settlement Agreement

Mr. Sherwood explained his position as attorney for the insurance company and his meeting with the Taylor's, their attorney, and some of the signers on the lawsuit. He stated that the agreement had been signed by everyone present at the meeting at his office, Robert & Roberta Kight had faxed signatures to be followed by signed documents sent by mail, and the remaining people named were present to sign. The document still needed to be signed by the association.

Richard inquired what the cross complaint was. Mr. Sherwood explained that it was filed by the Taylor's against the original complainants. The agreement document would also dismiss the cross complaint. He explained that there were minor changes made to the document that was presented at the Saturday meeting which would make sure that everyone named is done forever. Mr. Hefner asked how the association was put on the document. Response was that it was done at a board meeting.

Mr. Sherwood added that the Taylor's have signed off on the settlement. This document would dismiss all issues and, hopefully, the community could come together again. He further explained that it is an agreement that allows only licensed access and no vehicular traffic unless there is an emergency such as the recent fire. He noted that the papers are being signed today because of other legal issues that are pending for this week.

Richard asked Mr. Taylor for his thoughts on the agreement. Mr. Taylor made comments about the past history of the suit and acknowledged his agreement with the document. He explained that it is not a recorded document as an easement on his deed.

Mr. Sherwood added that in April he had encouraged everyone to come together for an agreement and that this is a second opportunity to resolve the matter, further if the documents are not signed, the matter will proceed in court. He believes in hind site that things could have been done differently, but hopes this will allow people to move on, put the issue behind them and work together, as the events of September 11th show the need for.

Gerald urged the board to settle and sign the document noting that he has spoken with John Taylor about working together to solve the matter. Richard asked if there were others who were not present at the meeting in Sherwood's office who had something to add. Joanna asked about the bill from Jamison that was sent to Cascadel with Marie's name on it and whether the association was liable for payment of it. Mr. Sherwood said he could not provide legal advice on this. He then explained how he is not the attorney for the board, but for the insurance company.

Sherwood noted that this agreement was not drawn up by him and he had only just seen it, adding that he cannot answer questions pertaining to the relationships between Jamison and other signers on the suit.

Gerald explained that it is a global mutual settlement releasing any issues to be brought against any signers on the suits. Richard asked if all other singers had signed off. Judy asked if he was prepared to sign as a representative of the CWPOA board. Joanna noted that the board passed a resolution in July to pay the bill from Jamison and she would like to see a motion to rescind the previous motion to pay.

John White noted that the only change to the document from the previous one was the removal of the section allowing Cascadel to maintain the road. Judy added that she would like to move to go to other items on the agenda. Richard asked the board to finish this out and vote on it. John White asked whether it needed to go before the membership before the board votes. Karen inquired about the poll that was taken where the majority of the members favored settling the matter. Joanna noted that there was a motion at the annual meeting to have the board vote to drop the suit.

There was further discussion on the original suit, signers, attorney recommendations and board duties. Sherwood also asked whether Jamison had been informed of the settlement agreement and was told he had. Shevy Schindler reminded the board that some of the members were elected under the idea that they would work to end the suit and he would object going to the membership for a vote.

John White stated his concern about members' rights if not going out for a vote, although he is in favor of ending the matter. Judy noted that this is a big lesson about making association expenditures and recommended all signers send a letter of amends to the membership.

Gerald moved to procede with the settlement as it is presented and sign it. Karen seconded. Carried with 5 yes votes. John voted no, noting it was only because he was not satisfied that it was the will of all members.

Richard noted that the board owes notification to all members of the association as to the actions taken and why. Secondly he believes a letter from the signers on the suit would be desirable. He added that it is time to put it to rest and get on with business.

1. Look into re-doing clubhouse floors - Judy offered to research this. She moved to obtain general prices and costs as related to floor refinishing vs. general maintenance. Joanna seconded. Carried unanimously.

2. & 3. - Done under the Settlement Agreement

4. Spending Limit - Judy commented that it would be difficult to do this for projects in progress, but should look into it for the remainder of the year and prioritize projects. She then moved for CSA and CWPOA projects a cap of $2000 limit per item of capital expense - with exception of emergencies (unforeseen) - wherein attempts will be made to notify the community as soon as possible. Joanna seconded. Carried with 5 ayes, one nay (Marie).

5. Investigate Assessment of Combined Lots - Discussion on how many lots are affected. It will be placed on the agenda for a future meeting

(Five-minute break taken)

"Call to Meeting Items"

`The first four items were covered by the Settlement Agreement

5. Terminate Jamison - Marie informed the board that she had requested copies of the files from Jamison. His office retains the originals, but copies are available. She offered to sign to have Jamison release the files to the CWPOA if that would help. Need to contact his office about this and costs. Karen moved that the CWPOA terminate John Jamison as attorney and all records and files of the law suit in his possession be returned immediately to the association. Gerald seconded. Carried unanimously.

6. Contact of Lawyers - Judy read item number six concerning board contact of an attorney. Joanna moved to adopt item #6, Gerald seconded. Carried unanimously.

7. Terminate Heath, Claibourne - Joanna moved to terminate Heath, Claibourne & Associates as the corporation CPA due to possible conflict of interest with a board member, because they charge by the minute for phone calls, and they are pricey. Judy seconded. Marie stated she had asked the CPA if there is any possibility of conflict and was told that, under CPA regulations, Joy Claibourne doesn't believe there is a conflict. There was further discussion about the matter and getting quotes from other firms first. Joanna amended the motion to read "pending approval of new CPA". There was only one vote for this. Joanna withdrew the motion. Marie then moved to terminate Heath, Claibourne as accountant upon board approval of a new CPA firm. John seconded. There was no discussion. Motion carried unanimously.

8. Election Procedure - Cynthia noted some of the problems that exist under the present procedures. There was further discussion of how to implement changes. John White assured the board that the proposed new by-laws do not address how the election procedure should be conducted, and suggested it be tabled until it can be researched further. Marie moved to place the election procedure review on the next board agenda. John seconded. Carried unanimously.

New Corporate Counsel

Joanna stated she would like the board to hire a new corporate counsel. There was discussion on whether there is an official corporate counsel, past response from Sherwood's office, and which attorneys had been hired in the past. There was discussion about how Sherwood was hired as the attorney for the insurance carrier and possible conflict of interest problems. Joanna noted that there is still a pending issue with Sherwood's office concerning another matter. Marie suggested looking for an attorney with expertise in non-profit business. Judy then moved to authorize Joanna to glean information on a new corporate counsel for pending collections and possible on-going relationship. Joanna seconded. Carried unanimously.

Joanna's Letter to Richard

Gerald asked to table the letter until everyone has a copy.

Gerald congratulated the board on all that was accomplished at the meeting.

Adjournment

John moved, seconded by Judy to adjourn the meeting at 5:50 p.m. Motion carried unanimously.

Cynthia Curtis

NOVEMBER 12, 2001

Call to Order and Quorum

The board met on Monday, November 12, 2001 for its regular meeting. President Richard Johnson called the meeting to order at 7:00 p.m. with all members present.

John White suggested that the audience participation portion of the meeting be placed before the approval of the agenda for future meetings.

Approval of Agenda and Fix Time to Adjourn

The agenda was reviewed. Judy Linda moved, seconded by Karen Balog, to approve the agenda and to set the time for adjournment at 9:00 p.m. Carried unanimously.

Public Forum: There were no audience comments.

Minutes

Minutes of 10/6/01 were discussed and then approved as moved by John White, seconded by Judy Linda and carried unanimously.

Gerald Scharton moved to approve the minutes of 10/7/01. Joanna Fuchs seconded. Carried with one abstention.

Committee Reports

By-Law Committee - John White presented the rough draft of the new by-laws and explained the process used by the committee in drafting the proposed new set. The draft will be put on the web site for public review, a copy will be available at the office, and copies may be sent out as requested. There was discussion about the review process by the board, the public, and an attorney. Karen Balog moved to hold a special board meeting on Saturday, January 12, 2002 at 10:00 a.m. to review the by-laws with the public invited. John seconded. Carried unanimously. Judy will send notices. Richard thanked the committee for all its work.

Fire Committee - Gerald Scharton reported on his meeting with the Fire Safe Council and indicated that Cascadel is high on the list of areas of concern. Will be looking into availability of grant money. There was discussion on fire prevention, the calling tree, newsletter articles and a public meeting with Dale Miller. Jerry noted that there was another fire at the end of the meadow behind Dr. Masten's home that was spotted by

Art Tranberg and John Taylor. Area residents were able to put water and a line around it before the fire fighters arrived. Brian asked the board to send a "Cascadel" thank you card to Art and John.

Correspondence

Jamison Letter - Discussion on the letter from Jamison was tabled to New Business.

CSA Water Charges - Cynthia informed the board that the Water Company had voted not to assess the excess usage charge to the CSA. There was discussion on the amount used, conservation and the community garden.

Title Company Packets - After some discussion, Marie Iden moved that when there is a request for a full information packet that there be a $25 charge for providing it. John seconded. Carried unanimously.

Unfinished Business

Floors - Judy Linda reported on her findings on the cost to refinish the clubhouse floors. After a short discussion it was decided to table the item until the spring meeting.

New Corporate Attorney - Joanna Fuchs presented information on Bob Rosati who does work for Yosemite Lakes Park. Discussion followed on his qualifications with non-profit organizations and homeowner associations. Judy moved to hire Bob Rosati to address the current legal concerns. Karen seconded. Carried with one abstention (John).

CPA - Joanna had also obtained the name of an accountant used by Yosemite Lakes, but she had not yet spoken with him. John passed on the concerns about CPA services voiced to him by former board member Greg Sheets. There was further discussion and it was decided to table the matter until more information is compiled.

Cascadel Road Gate Passes - Richard described his attempts at setting up an appointment with Jim Sherwood. He and Gerald discussed the settlement agreement with Sherwood and found that Braa had not signed it, which he has subsequently done. The agreement does not clearly mention who oversees the arrangements and Sherwood indicated it is a decision the board will have to make. Gerard expressed his concern about Marie indicating that the system had to be implemented immediately. He and others had worked on this after the last meeting in order to arrange for one resident to receive a pass.

Mr. John Taylor explained how he understands the agreement to read and what he has done to prepare for it. There was further discussion among board members about accepting the conditions of the agreement arrangement. Judy Linda moved to accept the conditions stated in the settlement for the Taylor pass - (1) issue an application (Exihibit A) to requestee from CWPOA, (2) send a copy to John Taylor, (3) retain a copy at the office, (4) send to John Taylor on a quarterly basis a list of members who have requested passes. Joanna Fuchs seconded. Motion carried unanimously.

Profit & Loss, Budget Revisions - Joanna presented the Profit & Loss Statement and information on the budget. She indicated that cuts will be necessary to prevent using savings. The directors discussed the insurance issue and the increased costs due to insurance claims on the D & O policy. Joanna asked the board to take her information home to review more closely.

Joanna also expressed concern about the policy for hiring additional help for projects. She would like to have all planned projects include the possibility of additional help and be pre-approved.

There was further review of some of the budget issues, discussion of cutting some road projects, and cost comparisons made for office administration. It was decided to table the matter to the next meeting in order to spend more time on it.

Adjournment

Due to time constraints the remaining agenda was tabled to the next meeting. Karen moved to adjourn until Monday, November 19th at 7:00p.m. Gerald seconded and the motion carried unanimously.

Cynthia Curtis

NOVEMBER 19, 2001 - continued from 11/12/01

Richard Johnson called the meeting to order at 7:00 p.m. Directors present were Richard, Gerald Scharton, Judy Linda, Joanna Fuchs, Marie Iden and Karen Balog. Director John White was unable to attend, but sent a letter for all to read.

Budget - Joanna continued with her presentation on the budget issues, expressing her desire to keep a $10,000 operating reserve. There was discussion on collections, risk factors, tracking receivables, and funding a long-term reserve for road work. Joanna indicated that collections are running at about 87%. It was suggested to defer some of the road projects until spring and then re-evaluate the budget. After more comments it was decided to continue with the remainder of the agenda and return to the budget at the end of the meeting.

Election Procedures - Richard presented a possible way to handle the voting at the annual meeting using pre-marked envelopes. There was agreement that procedures need to be revised. Marie Iden moved to ask Volney Dunavan to write up election procedures to be submitted to and approved by the board, including concerns about privacy. Karen Balog seconded. Carried unanimously.

Joanna's Letter to Richard - There was discussion concerning the Pucci fire and board involvement in the investigation. It was decided that when Gerald puts fire information in the newsletter, residents will be asked to report any information they have concerning fires to the CDF investigators.

New Business

Letter to Community - Judy would like have a letter sent out to the community with information on the annual meeting and the disposition of the Taylor law suit. Discussion followed. It was agreed to put this in the newsletter and post the information on the web site, or send out as requested. The board set November 30^th as the deadline to send information to Joy Heisig for the next newsletter.

Unit Costs - At the annual meeting a request was made for the board to research the legality of continuing to assess lots as separate units once they have been combined on the county records. The board talked about the matter, including how this affects voting rights. Karen agreed to do the research on the issue.

2001/2002 Calendar - Judy Linda presented a proposed calendar of events. She then moved to send out a calendar to the public with dates and contents for meetings for the following year. Gerald seconded. Motion carried unanimously. Rudy Zeman agreed to consider editing the newsletter as Joy Heisig has indicated she can no longer do it. Karen offered to speak with Shevy Schindler about placing a community bulletin board on his property inside the archway.

Judy suggested setting up a policies and procedures committee to draw up a manual. This was tabled to the January meeting.

Committees - Discussed ways that the board can oversee what goes on in the community and the responsibilities the board has. Directors talked about committees (recreation, newsletter, fire safety and arboretum). Joanna Fuchs moved that the fire committee be broadened to include all safety issues pertaining to grounds. Judy seconded. Carried unanimously. The board will review the responsibilities of the arboretum committee at the next board meeting.

There was discussion on whether the board is operating legally under the current set of by-laws and its past changes and generally accepted procedures. Will discuss further when John White returns.

CSA Budget - Karen spoke of the concerns voiced to her on the amount of the CSA assessment and what some people thought it would be. Cynthia presented a general overview of the CSA purchase and county approval of assessments. It was noted that the budget is reviewed and proposed in May to be submitted to the county in early July.

Board Work Shop - Tabled to the next meeting.

Procedures to Place Items on Agenda - Tabled to next meeting.

As had been previously stated, there was concern among the board members about reviewing the proposed by-laws prior to the public meeting in January. Judy moved to meet on Wednesday, December 12^th at 6:00 p.m. to discuss the budget and by-laws. Joanna seconded. Carried unanimously.

Public Comments

There were no comments from the public.

Closed Session

Judy moved to adjourn to closed session to discuss legal issues. Joanna seconded. Carried unanimously. Meeting adjourned at 10:00 p.m.

Cynthia Curtis