CASCADEL WOODS PROPERTY OWNERS ASSOCIATION
BOARD OF DIRECTORS
May 10, 2003

(Approved 7/12/03)

Call to Order

The Board met on Saturday, May 10, 2003 for its regular meeting. President Steve Sims called the meeting to order at 9:03am. Board members introduced themselves. Present were Steve Sims, Bob Begley, John White, Ann Kennedy, Oscar Hefner, Ron Smith and Mark Stamas. There was a quorum.

Minutes

John moved for approval of the minutes from February 2, 2003. Mark seconded. There were no objections and they were declared approved.

The minutes from March 8, 2003 were declared approved after a motion from Mark, seconded by Ron, and with no objections made.

Agenda

Corrections were made to the agenda to add Public Comments, Adjournment of CWPOA Business Meeting, and Adjournment to Executive Session. There were no objections and the agenda was approved.

President's Report - None

Treasurer's Report

Ann informed the board that Heath, Claiborne and Associates had transferred the bulk of the data into the previous accounting system and it would now be finalized and classifications made. Once the transfer of data is completed she will be able to formulate the budget.

Ann commented on two items from the CSA budget. The first was that the liability insurance increased from $4746 to $6900 and a waiver was signed for terrorist insurance that would have cost $615. The second item was that the septic system lines at the clubhouse had to be repaired at a cost of $1000.

Unfinished Business

Rosati Bill - The requested information was received from Mr. Rosati and John moved to pay the remaining $160 bill. Bob seconded. Carried unanimously.


Policies and Procedures
- There was extensive discussion on how to put together a Policies and Procedures Manual for the corporation and also a separate one for personnel. Mark and Bob will do more research and try to put together a basic format for review at the next board meeting.

Board Policies Manual - No action has been taken on this as yet. Mark will continue to prepare the policy book to be reviewed at the next board meeting.

Comprehensive Needs Assessment - There was little response to the survey Mark sent out. He will have a draft of his research ready for the next meeting.

Policy on Removal of Corporate Records - There was discussion on the draft policy presented at the last meeting. John moved, seconded by Ron, to add "Originals of said records shall remain in the custody of the corporate headquarters". There were no objections. Motion carried. After further discussion, John moved to adopt the Inspection of Records Resolution as amended. Ron seconded. Carried unanimously. A copy of the policy will be included with the mailing of the minutes to the membership.

Bylaws Committee Update - The committee has not met recently. There was discussion on the bylaw review and the Bylaw Committee was asked to have a draft ready by the next board meeting.

CWPOA Business

Recovery of Money Spent by Last Board - O.J. informed the directors that he wants the board to recover the money spent by the previous board on the law suit, or he and the members he represents will place their road fees into an escrow account. This brought up much discussion concerning the rights of boards when taking legal actions, what responsibility there is personally for directors when acting as a board, the amount of money spent on the law suit, and what constitutes legal and illegal actions by a board. Mark suggested that O. J. put together a package of information, costs, and suggested action so as to establish a cost basis for his request. Mr. Hefner also informed the directors that he would be suing the board in the next few days.

Additional discussion centered on requirements for the board to file lawsuits in general, the approval votes needed from the membership, actions under advice of an attorney, and setting company policy. John Taylor brought up issues about setting assessments for outlots. Mr. Sims noted this was not an agenda item and suggested that it can be made a specific item for another meeting.

Notification of Policies - Mark moved that any adopted policies, or re-affirmed policies, be included in the mailing of the minutes, and also placed in the Policies and Procedures Manual. Ann seconded. Carried unanimously.

Member Comments - John White noted that as an individual he contacted the county about Road 233. He was informed that it was not on any schedule for improvements, and would require community action to address the road condition. Richard Johnson noted that it would take about 15 people to get it on the Board of Supervisors' agenda for budget discussion.

John also noted that PG&E will be in Cascadel doing tree trimming in the next few weeks. Discussion followed on requirements for permission.

Adjournment of CWPOA Business Meeting to CSA Business

Prop 204 Burn Piles - Recognition was given to Brian Curtis who with the assistance of Mark Stamas, Bob Begley and others has been burning the brush piles. About three days of work remain.

Clubhouse Maintenance - (A) The board was reminded that the kitchen floor still needs to be repaired and the item should be kept in the budget. (B) Repairs to the septic system lines, including pumping the tank, came to under $1000.

Land Management/Fire Safe/Arboretum Committees - Comments were made pertaining to the purposes of the three committees and authority for final decision making. Mark moved to dissolve the Arboretum Committee and establish a standing committee called the Land Management Committee, and to re-affirm the Fire Committee. Ann seconded. Motion carried unanimously.

CSA#21 New Business

Access, Encroachment, Firewood, Noxious Weeds - Mark asked that the Land Management Committee address these four issues. The board talked about enforcement and approval by county on the CSA items. Mark suggested placing contact numbers at the bottom of the minutes (Mark - 877-4588 for Land Management and Brian Curtis - 877-4379 for Fire Committee).

Adjournment to Executive Session

There was no further business and the board adjourned to executive session at 1:25pm.

Submitted by,

Cynthia Curtis
Assistant Secretary

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CASCADEL WOODS PROPERTY OWNERS ASSOCIATION
BOARD OF DIRECTORS MEETING
March 8, 2003

(Approved 5/10/03)

Call to Order and Introductions

The CWPOA Board of Directors held its regular meeting on Saturday, March 8, 2003. President Steve Sims called the meeting to order at 9:00am. Directors present were Mr. Sims, Bob Begley, John White, O.J. Hefner, Ron Smith and Mark Stamas. Ann Kennedy was unable to attend. Introductions were made at the start of the meeting.

Minutes

Bob Begley moved to approve the minutes from 1/11/03 as submitted to the board. John White seconded followed by a short discussion. Motion carried with four yes votes (John, Bob, Mark, Ron) and one no vote (O.J.).

Agenda

Item #5 of the Agenda was clarified. After verifying there were no objections, Steve ordered the Agenda approved as presented.

Reports

1. President's Report

Steve noted there is no progress report on the accounting review due to the absence of the treasurer. He spoke on two subjects concerning conducting meetings - Robert's Rules of Order and Decorum at Meetings. Under the issue of decorum, Mr. Sims read a letter of apology that he had sent to Mr. Hefner following the previous meeting, noting that O.J. has accepted the apology.

Mr. Sims reported on research he had done on Robert's Rules of Order. He read excerpts from Robert's Rules and Trout's Top Ten Rules of Order. There was discussion on how to introduce new business, changing the agenda, on recognizing members of the public to speak and accepting proposed motions. He noted that he has requested no more video taping of the meetings, but that the meetings will continue to be recorded on audio tapes.

Steve spoke about his contacts with the attorney general's office to request copies of all correspondence. His request was denied due to the correspondence being considered by the AG's office as part of a legal investigation.

Carmen Taylor questioned how to have letters addressed to the board placed on the agenda. There was further discussion on accepting correspondence, mailing official correspondence to the office or board secretary, and who has the right to attend board meetings.

2. Secretary's Report

John White explained his policy and time frame for receiving requests for items to be placed on the agenda. Mr. Hefner agreed to wait until the next meeting to discuss the letter he wished to present. Steve noted that legal items are to be discussed in executive session.

3. Treasurer's Report - Not presented. Treasurer was absent due to illness.

CWPOA BUSINESS

1. Robert Rosati Bill - There was extended discussion about Mr. Rosati's bill received in September, but still unpaid. There were questions concerning some of the billed services and the itemized bill was read aloud. Richard Johnson offered explanations on some of the areas of concern and later noted that the reference to a "gift" was about the disposal of the old, green truck. Mark Stamas then moved to pay the total $496.00 bill, but less the $160.00 in question until more clarification is obtained. John seconded. Motion carried unanimously. A letter of explanation will be sent along with the payment.

2. Policies and Procedures Manual - Mark noted that Bob Begley is researching past records for enacted policies. Bob and Mark will also be open to receiving suggestions from the membership for additional items.

3. Board Policies Handbook - Mark reported he is still working on this and plans to have a draft ready by the next board meeting.

4. Comprehensive Needs Assessment - Mark explained what he plans this to be and presented a form to elicit membership input. He plans several "town hall" type meetings for discussion. The first will be April 5th at 10:00am at the clubhouse. Bob moved to accept Mark's letter and include it in the mailing of the minutes from the January meeting. O.J. seconded and the motion carried with one no vote (John).

5. Policy on Removal of Corporate Records - This item was discussed at a previous meeting, but not acted on. John moved, seconded by Ron, not to allow records to be removed from the office. There was discussion on how this fits into corporate code. John later withdrew the motion, with Ron's approval, and agreed to include it with Item #9.

6. Bylaws Committee - Bob Begley presented written minutes of the bylaw committee meeting and read the proposed motion about adjustments to the bylaws. Minor amendments were made to the recommended committee authorization. Bob then moved to adopt the committee minutes and accept them into the corporate records. Mark seconded. Motion carried unanimously. Mrs. Taylor raised concerns about work previously done to update the bylaws. There was lengthy discussion on the matter. Steve noted that until a new set of bylaws is approved, the CWPOA is still operating under the current "old" bylaws.

7. Dead End Sign - The board discussed placing a "dead end" warning sign on Cascadel Drive North as requested by a resident. No action was taken on the matter.

8. Agenda and Minutes - Mark proposed that the CWPOA minutes be what are called "action" minutes that summarize the relevant business of the meetings as opposed to "sense" minutes that are more detailed and descriptive. He presented a typed proposal to use action minutes. More explanation was presented and discussed. Bob then moved that the board set official policy to adopt the "action" minutes style of recording. Ron seconded. After further discussion the motion carried with four yes votes and one no vote (O.J.). Carmen Taylor expressed concern that the membership will not have their comments placed in the records. Other comments were made about the matter and of entertaining audience input on board issues.

The board then addressed adopting a template for the format of the meeting agendas and of how to deal with correspondence. At this point in the meeting (11:52am) O.J. noted that he had to leave and wished to vote no on any proposals to spend any money on the clubhouse. Mark presented a sample agenda to which several revisions were made. Bob moved to accept Mark's agenda template as modified. Mark seconded and the motion carried unanimously.

9. Written Requests for Information - In response to a request from Richard Johnson's attorney, Mark drew up a proposed policy, based on state corporation code, for inspection of company records. It was reviewed and one revision made. There was discussion about to whom the company is obligated to provide copies of records to, other than directly to the member. Cynthia asked that the board consider setting a fee schedule for providing information to title companies. Bob moved to accept Mark's policy as modified by the board to become effective beginning that day (March 8, 2003). Mark seconded. Motion carried unanimously.

CSA BUSINESS

1. Equipment Safety Evaluation - Brian Curtis presented a written report about his research on safety and OSHA requirements for the chipper, tractor and flail mower. The 1955 tractor does not fall under OSHA requirements. The mower and chipper do and both have all the OSHA required stickers. Brian recommended replacing the drive shaft guard on the flail mower. Bob moved, seconded by John, to accept Brian's report and to authorize him to replace the flail mower cover at a not-to-exceed cost of $100. Motion carried unanimously.

2. Prop 204 Burn Piles - Mark reported that the brush piles are being burned, noting that Brian has put in many hours. Hillcrest Road and the area around the dam still need to be done. Liz Threlkeld requested prior notification of burning when possible. Discussion followed on health problems from smoke, materials that are hazardous to burn and Air Quality Board requirements.

3. Clubhouse Maintenance - Bob Begley handed out copies of the CSA budget and explained the problems with the kitchen floor and sewer lines that both need attention. John White moved to authorize Brian to have the kitchen floor inspected, and to replace the sewer pipe from the building to the septic tank at a not to exceed cost of $500 for the drainpipe. Bob seconded. Motion carried unanimously.

4. Land Management /Fire Safe Committee/Arboretum Committee - The board discussed combining the two committees under Land Management. It was decided to delay action until the next meeting to allow time for the committees to provide reports.

Public Comment

Harvey Fischer requested that our Web Site URL be placed on the Association letterhead.

Nicole and Steve Whitt expressed concern about the danger of vehicles driving too fast. This was discussed further and Bob Begley offered to work with them to obtain more information and cost estimates for developing a plan of action.

Adjournment

Bob moved to adjourn, seconded by Ron Smith and carried unanimously. The regular session adjourned to executive session at 1:14pm to discuss legal issues.

Submitted by,

Cynthia Curtis
Assistant Secretary

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CASCADEL WOODS PROPERTY OWNERS ASSOCIATION
BOARD OF DIRECTORS
Special Board Meeting
February 15, 2003
(Approved 5/10/03)

The CWPOA board held a special meeting on Saturday, February 15, 2003 to consider payment of a bill submitted by Lila Johnson. Present were Steve Sims, Bob Begley, Ann Kennedy, O.J. Hefner, Ron Smith and Mark Stamas. Director John White was absent, but sent his proxy by letter.

Prior to calling the meeting to order Steve Sims read a letter of apology that he had sent to Mr. Hefner. Also Bob Begley noted some clubhouse repair items that should be considered at the next meeting.

President Sims called the meeting to order at 9:10am, noting that the agenda was approved and there was a quorum present.

Copies of the bills from Mrs. Johnson, and a copy of a letter from the Johnson's attorney were provided to all board members. Bob noted that the bills were originally submitted to the former board and payment delayed due to low funds.

Mr. Hefner moved to pay Mrs. Johnson's bill, Bob seconded the motion and it carried unanimously.

Mr. Begley moved to adjourn the meeting. Mark seconded. Motion carried unanimously. Meeting adjourned at 9:15am.

Submitted by,

Cynthia Curtis
Assistant Secretary

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CASCADEL WOODS PROPERTY OWNERS ASSOCIATION
BOARD OF DIRECTORS MEETING
January 11, 2003
(Approved 3/8/03)

The regular meeting of the CWPOA board was held on Saturday January 11, 2003 at the Cascadel Clubhouse. Present were directors Steve Sims, Bob Begley, Ann Kennedy, John White, Oscar Hefner, Ron Smith and Mark Stamas. There was a quorum present. Introductions were made and president Steve Sims called the meeting to order at 9:00am.

Approval of Minutes

The minutes from 9/9/02 were discussed and then a motion was made by John to accept the minutes into the record. It was seconded by Ron and carried with one abstention (Mark).

The minutes from 11/9/02 were reviewed and corrected. It was agreed that voting would be tallied by name when it was not unanimous. Mark moved to approve the amended minutes. Ann seconded. Motion carried unanimously.

Agenda

The board reviewed the agenda and made adjustments to the order of the items of business. Items #5, #12 and #13 were combined into one and placed in the #9 spot. Items #9, #10 and #11 were moved to the #2, #3 and #4 locations. Item #14 was moved to the #5 position. There was discussion about placing Item #16 into executive session. Bob moved to accept the agenda as modified. Mark seconded and the motion carried with six ayes (Ann, John, Bob, Mark, Ron, Steve) and one nay (O.J.).

Public Comment

Steve responded to comments from the public about placing an item for executive session on the agenda, indicating that, in the future, it will be placed as an executive session item if that is the proper method. There was a short discussion on this.

Correspondence

Ponderosa Telephone sent information and a release form for the location of "cabinet" for extra phone lines.

State Comp Insurance sent notice of probable rate increases.

CWPOA Business

1. Ponderosa Telephone Request - Mr. Jake Ashworth from Ponderosa Telephone was present to explain the request for approval of the location for a telephone service cabinet on Hillcrest Road and to answer questions. Madera County had required they obtain permission from the CWPOA Board to locate the facility in the road easement by Lot 49 (owned by Steve and Nancy Hammer) on Hillcrest Road. He explained the purpose of the building (to provide additional lines and DSL service) and the criteria for its location. The question was raised as to whether the board had any authority to give approval. Comments were made as to the impact it would have on Lot 49, consideration of other locations, protecting property values, and the need for the additional services and lines. At the conclusion of the discussion Mr. Ashworth stated he would ask Ponderosa to look elsewhere for a location, and confirmed to the Hammers' that there is no approval at this point to use the location by their lot.


2. Policies and Procedures - Mark spoke to the board about setting up a folder in which to place board approved resolutions and policies for the operation of the company. Ron moved to set up a binder to keep on file for assembling policies and procedures. John seconded and discussion followed. The motion then passed unanimously. Bob Begley volunteered to head a committee to create a P & P file. Mark will work with him.

3. Board Policies Handbook - Mark urged the board to develop a handbook on how the board should operate. He gave out copies of the one adopted by the North Fork CDC Board. Ann moved to review the CDC handbook as an example, and nominate someone to head up the process and report back to the board at the next meeting. Bob seconded and the motion carried unanimously. Mark volunteered to head this up

4. Comprehensive Needs Assessment - Mark would like to develop a survey to be sent to all CWPOA and CSA members to ask for input on what they would like to do with the Cascadel area. There was discussion on how to put the survey together. Mark volunteered to work on it. Ron moved to proceed with a comprehensive needs survey for the association, O.J. seconded and the motion carried unanimously. Ann moved to give Mark authority to go to the community and get input as he sees necessary. Motion seconded by Bob and carried unanimously.

5. Liability of Members - O.J. addressed the issue of accountability of all members of the association, including employees and board members. Steve agreed that when a person assumes a responsibility , then they also have a certain level of accountability, he was unsure of the legal accountability. There was further discussion and O.J. indicated he wanted the board to take action against employees Brian Curtis and Bob Buckles for what was done to his property. Steve indicated this is an executive session matter. O.J. noted he had received 89 votes from the membership for election to the board, and those persons want to take the seven board members to court to sue for refund of money spent on the Taylor suit; and some also want the money spent on the truck given back. Steve asked O.J. to prioritize his concerns to be placed on the next agenda.

6. Attorney General - Steve read the letter he received from the attorney general acknowledging receipt of the Cascadel response, and noting that a written response was sent to the member who filed the complaint. Mark Stamas noted that he had received a letter from the AG along with copies of two letters filed with the AG's office. One was from Steve, the other was unsigned and on CWPOA letterhead. There was discussion about placing the other letter into the CWPOA records and providing copies to the board. Richard Johnson noted it was signed by five members of the previous board. No further action was taken.

7. Mosquito Control - The directors discussed how to best distribute the information on mosquito control that was assembled by O.J. and Bob. It was agreed that residents need to be made aware of the ways to treat the problem. Ann moved to include Bob and O.J.'s amended letter with the mailing of the minutes to the membership. Motion seconded by Ron and carried unanimously.

8. Marie Iden Letter - Ann handed out copies of the letter she drafted to respond to each of Marie's requests. There was discussion on each portion of her response. There was no opposition to the response for developing a policy on release of corporate records. The second item generated much discussion on what part the board should play in sending out information concerning the lawsuit and the letters from the DA's office. It was agreed that the board needs to address item three about sending out details of the settlement agreement. Mark moved to accept Ann's letter as amended and to mail it to Marie Iden as from the board. Bob seconded. More discussion followed. Changes were made to the letter to allow it to be sent as from the board, and to change some of the wording. The vote was taken and the motion carried with five ayes (Bob, John, Mark, Ron, Ann) and one nay (Steve). Mr. Hefner was called away from the meeting at 12:40pm and was not present to vote.

9. Budget Review - Ann handed out and read her "Letter of Review" and explained her review of the accounting system. Her recommendation was to have one set of books with three categories to give visibility to the items. She estimated that it would take about 40 hours of combined time for her and Cynthia to do the data entry. John moved to accept Ann's recommendation to return to a class accounting system and authorize her to utilize Cynthia's hours to do this. Mark seconded and the motion carried unanimously. Once the work on data entry is completed, she would make recommendations for a budget. Bob moved to authorize Ann to make a budget recommendation at the first meeting following the return to class accounting and once the budget is approved, to input it into the system. Ron seconded. Carried unanimously.

Audit Process - Ann estimated the CPA charges would be $400 to $600, and could be set at a "not to exceed" limit. She noted that as part of her budget review process she would do the initial step in the audit, and have the CPA do some parts. She first wants to get everything in order and noted in her report the areas she would be looking at carefully. The audit process would go back three years. There was comment from the audience that it should be at least four years. Mark moved to authorize Ann to spend up to $600 on CPA assistance in conducting her internal audit of CWPOA financial records. John seconded. Motion carried with five ayes (Bob, Mark, John, Ann, Ron) and no nays.

Association Dues - Ann was asked to determine how it came into being and what it was used for. She read her research, including the definitions for fees, dues, poll tax, and also read the bylaw section pertaining to dues. Her research shows confusion in the definitions. Ann recommended the board will have to decide how to clarify the confusion and amend the bylaws accordingly. No discussion occurred and the matter will be kept for later review.

10. Bills (Approve Payment) - Tabled to the next meeting,

11. Safety Evaluation of Chipper/Shredder - Tabled to next meeting.

12. Burn Piles/Fire Safe Committee/Arboretum Committee - Mark asked to be able to roll this item and the equipment safety item into a land management assessment committee. It was noted that Brian, Mark and Bob will begin burning the Prop 204 burn piles. There was discussion on pulling out large pieces and what to do with the wood.

Adjournment

There was discussion on moving Item #16 into executive session. With no other business to cover, Bob moved to adjourn the general meeting. John seconded and the meeting adjourned at 1:53pm.

Submitted by,

Cynthia Curtis
Assistant Secretary

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