BAYSHORE BEACH CLUB

Meeting called to order at 6:00PM by Max Metcalf. Lloyd Haines and Ray Schmidt are not in attendance.

Max Metcalf thanks everyone for attending the meeting. Max introduces himself and gives a brief history as to why he is conducting the meeting and what he hopes to accomplish at this meeting. A brief history; In July the Vice-President of the Board of Directors resigned for personal reasons, at the meeting of July 19th, Max was elected Vice-President and the Vice-Presidents duties are; See Bayshore Beach Club By-laws, Article VII, Duties of Officers; The Vice-President shall preside at all meetings in case of the absence or disability of the President, assuming all duties of the President during such periods of absence or disability, and shall perform such other duties as the Board of Directors may require. Also at the July 19th meeting the Corporate Secretary resigned her position. Max came back from vacation this week and he received a phone call stating that the President had also resigned, which is why Max is conducting the meeting. Max has asked the audience that if you speak tonight to please be courteous to each other and try to be polite. Max thanked the board members in attendance for coming to the meeting tonight, Mary Lou Morris, Dan Norton and Kevin MacPhee. Total of board members left serving on the board as of today was 6, with 2 on vacation. Max conferred with the board and they were all in agreement that because of the recent resignations of the top three positions on the board, President, Vice-President and Corporate Secretary, they would put off the appointment of filling those vacancies until the September 20^th meeting. The By-laws require the Board of Directors to fill any vacancy by a majority vote of the board members that are left. It is with hope that by the September meeting all 5 of the 6 board members will be present. Between now and the September meeting it has been asked that all who are present to spread the word that anyone who is interested in filling any of the three vacancies, which are, President, Corporate Secretary and Board Member that they submit their resumes to the office before the September 20^th meeting. Max will serve as President pro tem which means that he will conduct this meeting, the September 20^th meeting and attend to any administrative duties that are deemed necessary. He will also be available to take care of anything the board may need him to do. The job description of the President is; shall act as Chairman at all meetings of the members and preside at all meetings of the Board of Directors. He shall sign as President all contracts or instruments for the corporation, and perform such other duties as may be required of him by the Board of Directors. The board tells the President or President pro tem what to do not the other way around. Max has his own special agenda for tonight which was printed and handed out to everyone in attendance. Under New Business Max would like to hear from any audience member about their concerns and then he has asked the Board members to do the same. All concerns will be written down and prioritized. After adjournment the board has been asked to attend an Executive session. On September 20^th there will be a regular agenda, we will have all of the names of the people who have said they would like to run for the office, if they attend the meeting they will be invited to briefly introduce themselves and say why they want the position they have applied for. After the meeting the board will convene an Executive session, and they will check off on a secret ballot as to whom they would like to appoint. Remember that an appointment is filled only by the board and is good only until the next Annual Meeting in May when the homeowners then vote for Board members.

MSP Mary Lou Morris motions to approve the minutes from the June 10 and July 19^th meetings. Dan Norton seconds the motion. All in favor, passed unanimously.

Repairs to the South wall of the club were done at a cost of $3843.00. Final amount on the Sport Court repairs is $13200.00. Membership dues outstanding is $15582.65 and membership dues owing for 2002 are under $10,000.00. The $25,000 CD matures August 26, 2003, it needs to be re-invested. The Umbrella and Commercial policy has increased from $5731.00 to $8425.00 a $2694.00 difference. Reason for the increase was due to a rating classification for homeowners associations (letter is available to read in the Bayshore Beach Club office.) Other insurance companies were contacted to see if Bayshore could get a better rate and the ones contacted could not help because Bayshore is considered high risk.

Max thanked Vicki Klebe for a job well done. Max also thanked Jerry Hofstetter former President, Jim Hanson former Vice-President and Beth Marin former Corporate Secretary for the time and service they have given. Max introduces the Planning Committee members, Mary Lou Morris, Debbie Cushman, Don Butler and Randy Walker (who is on his honeymoon).

A. The following is highlighted items read by Max from a letter that was received from the corporate attorneys Minor, Bandonis and Connell to each of the board members; The attorneys have said that their only concern right now is that the decisions of the Bayshore Corporation "Are made in an orderly process, conforming to Oregon Law, Articles of Incorporation, the By-laws and Bayshores Covenants and Restrictions." Next item "The Board of Directors and Officers of the homeowners association risk personal liability for decisions that cannot be documented to have been made through proper decision making process." They recommended that we follow Roberts Rules of Orders or they said "Board meetings may be conducted in any reasonable and business like manner and allow full and fair discussion of every issue then followed by a motion, to take some action, followed by a vote." They also said that it is not necessary for the President or board members to clear every minute item with the board, in other words Payroll, other day to day operations you can do by yourself without necessarily having to call the whole board to meet. A particular concern is the actions of the Planning Committee because the decisions of the Planning Committee are central to the very purposes of the homeowners association. It’s vital for these decisions to be made in an orderly and predictable way based on written procedures and that all such decisions be documented. The final item is; "We would like to suggest we set up a time to meet with the board and discuss By-laws, C & R’s and the proper process by which a decision can be made and documented by Bayshore. We want to keep the focus on the appropriate ways for the board to arrive to decisions." They don’t want to tell us what to do about problems they just want to make sure we are doing it right.

B. Homeowners present are asked to briefly state their concern or concerns to the Board. We will listen and make up a list for action when all vacancies are filled.

Marty Schell — "Can we please keep the pool open? September and October are our best months."

Penny Waterstone — "I would like to urge the board to see what they can do to change the By-laws so that the Annual Homeowners Association meeting could be during the Summer instead of Spring so more homeowners could attend."

Because of some requests from homeowners present Duane Peltier, the webmaster for the Bayshore Beach Clubs website, and Vicki Klebe, the Secretary/Treasurer, are going to make the effort to get the agendas for future meetings posted on the website.

Nancy Petterson requests having the pool open longer than Labor Day.

Beth Marin comments that usually when the subject of keeping the pool open longer comes up that the propane bills are looked at to what the cost would be.

Jane Hamblet comments that if there is a particular subject that comes up that requires board intervention, that it not be done by one individual board member but by the entire board and that if any letters or other action needs to be taken, that it is a decision of the board and not an individual board member.

Connie Abercrombie comments that the Tennis court should be locked up to keep vandalism out and that a key or combination would be available to the homeowners.

Marty Schell — "I think Beth Marin deserves a big hand, she served on the pool a long time and she also served as the welcome committee, she has put in many years of hard work. Audience applause.

Mary Sue Reagan comments that the board does not have any policies and procedures and that she is volunteering to help the board to prepare drafts of some policies based on the Oregon statutes, the By-laws and the C & R’s.

Carol Chaney commends Max on his approach to tonight. She also has some ideas on possibly keeping the pool open longer.

Clark Clayton would like to see the board prioritize what it has to do for this year but also would like to see some long term planning.

Carol Chaney comments that she thinks it is the Budget Committees responsibility to set up future potential expenses and to prioritize the long term needs of the organization. (Bayshore needs a Budget Committee as they do not have one at the present time.)

Marty Schell — "Maybe you could get Beth to go back to attend to the pool?"

Clark Clayton — "Should their be a moratorium put on spending until the board gets it’s priority’s straightened out and until have you a full board?" Max Metcalf — "A moratorium would stop all payments for everything, Vicki wouldn’t get paid, no one would get paid, these people are doing a good job. I don’t think we need a moratorium as much as we need some guidance in setting some priority’s as to what we will spend it on and that is part of the board’s responsibilities and I think the board will take it seriously. If we don’t you can call us and ask us again."

Mary Sue Reagan comments that it should be an obligation of the board members to look at what has been done in the past concerning some of the bigger issues we have, i.e. the canal, changing the C & R’s, etc., so we know what has been tried instead of starting fresh with each new board, we need to keep some consistency in the organization.

Duane Peltier: "If there were enough people willing to do some of the grunt work, it’s possible to take the minutes from the last 20 years and put it into a special database.

Sylvia Higuchi: "I’m still concerned about the dumpsters being left out by the rentals. Reply from Mary Lou Morris that letters are going out and rental agencies will be contacted.

Ralph Milliron, Penny Waterstone, Kevin MacPhee, Marty Schell, Carol Chaney, Clark Clayton and Carol Ginter had comments, questions and suggestions regarding the canal.

C. Board members are asked to briefly state their concern or concerns for future actions when all vacancies are filled.

Kevin MacPhee’s concerns are the beach accesses and parking of trucks and machinery on county roads. He also has a question about board members being full time residents or not and what the board considers a full time resident. He also comments that rental agencies need to be contacted regarding four wheel drive vehicles allowed on the beach.

Dan Norton’s concerns are the same as the homeowners, to try a get some of these things done.

Mary Lou Morris

1. Decide on when the pool will close this year.
2. Mary Lou would like the people in the audience who have applied for the vacancies on the board to introduce themselves.
3. That the Board discuss the Sailer property regarding the attorneys request to have the property surveyed.

Mary Lou comments that her main objective is to have a board that is going to work as a team. We should all have the community’s best interest at heart and we should be representing the whole community, not just our own ideas.

Applicants who have applied for the board vacancies are as follows; Ted Thurman — Division 7, Connie Abercrombie — Division 4, Beth Marin — Division 7, Dennis Gilbert — Division 4, and Jim Hanson — Division 5.

Adjournment at 7:00pm.

BAYSHORE BEACH CLUB

SPECIAL MEETING OF THE BOARD OF DIRECTORS

EXECUTIVE MEETING

AUGUST 20, 2003

MAX METCALF VICE-PRESIDENT DIVISION 4

KEVIN MACPHEE BOARD MEMBER DIVISION 7

MARY LOU MORRIS BOARD MEMBER DIVISION 1

DANIEL NORTON BOARD MEMBER DIVISION 6

VICKI KLEBE SECRETARY/TREASURER

The costs of keeping the pool open last year from May 21, 2002 to September 22, 2002 totals $32,269.41, minus the 1589.00 in pool and donations, grand total was $30,680.28. This year we have made $1549.00 in pool passes and have had no donations, Vicki foresees the cost of keeping the pool open the $30,000.00 that was spent last year with an additional $5,000.00. Ron Leroy (Caretaker) has made a list of the repairs that need to be done to the pool before next season approximate costs determined by Ron $8900.00.

List of repairs are as follows:

1. Replace sand in both filters, this has not been done in at least 5 years, should be done every 2 years.
2. Both Impellers in pumps need changing and pump motors need to be checked for armature and brush damage and possible replacement.
3. Big pool should be drained, have a pressure test on the lines for leaks and re-painted. Boiler for pool should be inspected and parts replaced if needed.
4. Shower room floors need to have something done to them other than re-painting them every year, the paint doesn’t last through the pool season, it starts to chip it looks bad and is not sanitary. Recommendation from Ron is to have it sand blasted and then put a concrete stain on them.

The board discusses the negative and positive aspects of keeping the pool open an extended amount of time in September and how the cost of repairs, that need to be done before next season, enters into that decision.

MSP Mary Lou Morris motions to keep the pool open through September 14^th. Kevin MacPhee seconds the motion. Motion passed unanimously.

See Treasurers report regarding the $25,000.00 CD. Needs to be re-invested board discusses the options.

MSP Mary Lou Morris motions to approach West Coast Bank to see if they will match Washington Federals rate of 1.95% for a 9 month CD, if not then transfer the money to Washington Federal. Kevin MacPhee seconds the motion. Motion passed unanimously.

Brian Haggerty from Minor, Bandonis and Connell (legal representation for Bayshore) has requested that a surveyor survey the Sailer property the cost would be between $200.00 and $250.00.

MSP Dan Norton motions to have the attorney get the survey done on the Sailer property. Mary Lou Morris seconds the motion. 3 for, 1 opposed — Kevin MacPhee.

MSP Mary Lou Morris motions to adjourn. Dan Norton seconds the motion. Motion passed unanimously. Meeting adjourned at 8:30pm.

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