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President Mary Lou called the meeting to order at 9:03 am. She announced that the meeting's purpose was to revise existing policies and procedures and review and approve new policies and procedures. She acknowledged the work of Mary Sue in compiling the revisions and new policies.

REVISED POLICY AND PROCEDURE REVIEW AND APPROVAL.

1. Board of Director Duties and Responsibilities.

Mary Sue noted that the changes were needed to ensure that the policy complied with ORS 94. The Board is required to provide a summary of the adopted budget to the membership within 30 days of the budget's approval.

Ed asked if it would be acceptable for a board member to serve on the Planning Committee in the event that there is not a quorum of committee members. He noted that, with the Committee meeting every week, there were times when some members could not attend. The inability to form a quorum meant delays on approvals. Dorothy noted that members obviously want their requests approved in a timely manner. Kevin added that board members would not necessarily have the experience to assist. Mary Lou noted that, unless a board member had had previous experience on the Planning Committee, they would not be able to contribute to the Committee's decisions. Mary Sue suggested that perhaps members of the E&E Committee could serve as a backup because they have knowledge of the C&Rs and Guidelines relevant to the Planning Committee. Jane Hamblet, who is working on a proposal of revisions to the bylaws, interjected that she would like the bylaws to give the Planning Committee the ability to appoint sub-committees. Mary Sue suggested that the duties and responsibilities of board members could be revised to allow board members, in the event there was no quorum at a committee meeting, to serve at the request of the committee chairperson.

Mary Sue advised that #18 needed to also include the filing of income tax returns.

2. Election of Directors and Voting.

Ed had a question regarding the staggered terms of directors.

Ed also had questions regarding the voting procedures. He asked for clarification for the numbers of members required to propose amendments to bylaws and C&Rs. Mary Sue clarified the percentage necessary. She noted the distinction between "voting" members and "all" members. Discussion ensued regarding written ballots and proxies. Mary Sue felt that the board should ask for clarification from the attorney regarding the language in the bylaws regarding voting. It was decided to use the language currently in the bylaws for the policy regarding voting.

3 Meetings and Meeting Minutes.

Mary Lou noted that the way the bylaws are written, the only meetings specified are the Saturday meetings, the Annual Meeting and Special Meetings. Mary Sue added that the business of Bayshore cannot be conducted in seven meetings per year; it would not be fiscally responsible to restrict board business to only those meetings. In order to conduct the business of the corporation, additional working meetings have to be called. Oregon Revised Statutes require the board to be prudent in conducting business and the board has to have the ability to call meetings when required.

MSP Kevin made a motion, seconded by Dorothy, to approve revisions to the Duties and Responsibilities of the Board of Directors, Elections of Directors and Voting and Meetings and Meeting Minutes. The motion carried unanimously.

Mary Lou noted for the record that there was a quorum.

NEW POLICY AND PROCEDURE REVIEW AND APPROVAL

1. Nominating Committee.

Mary Lou noted that this policy was a combination of the bylaws, the procedures previously used and ORS 94.

2. Use of Beach Club Parking Lots and Grounds.

Dorothy asked if there were currently signs prohibiting parking behind the Clubhouse from 11:00 pm to 7:00 am. Mary Sue said there were not but Ron would really like to have some as people were using the parking lot during the night, parking right outside his bedroom window. Mary Lou noted that the word "club" should be changed to "clubhouse" in the policy.

Mary Sue advised that Ron had requested hours be posted for playground use as, several times a year, people have used the area for after-hour parties. There would need to be a sign indicating the hours. In addition, the sign should include the requirements that "children under 14 must be supervised by a responsible adult" and "no alcoholic beverages are permitted" to reduce the club's liability. Mary Sue noted that Ron was going to try and obtain some power poles to place a barrier to prevent cars from driving on to the playground.

Ed noted that the language regarding parking at the West Clubhouse parking lot should be corrected to reflect that only one emergency sign is in place.

3. Appeals of Committee Decisions.

Mary Sue cited the need to have a policy in place for members to appeal decisions. Ed suggested that a time frame be included. It was decided that 60 days would be sufficient and would be included in the policy under Item 2.

4. Member Fees.

Mary Sue stated that this policy was written to list all the fees in one place. All the fees had been previously established and having them listed in one place would provide a convenient resource for the office.

There was discussion from the audience regarding the charging of fees. The board clarified the reasons for the height variance charge and the copying charge.

MSP Dorothy made a motion, seconded by Ray, to approve the Policies and Procedures for the Nominating Committee, the Use of Parking Lot and Grounds, the Appeal of Committee Decisions and Member Fees. The motion carried unanimously.

3. ISSUANCE OF FINE

Mary Sue advised that there was no need for an issuance of fine as the violation had been corrected and the issue resolved on November 9.

Mary Lou spoke briefly to the board regarding the response filed in the lawsuit regarding Doris Hayes. She asked for board approval to request the attorney to proceed. She also asked for board approval to wait until the Guidelines have been revised and were ready to file with the County before filing the Resolution adopted on September 18, 2004. The board consented unanimously.

Celia Swoboda stated to the board that the majority of meetings were held when members could not attend. The board advised that the majority of meetings were actually held on Saturdays.

Mary Gilbert addressed the board regarding the discontent of members. She acknowledged that the board was working hard but felt that the fine schedule was done in a manner that has caused people to take umbrage. She felt that the association's attorney was giving incorrect advice. The board should concentrate on taking care of the building and pool and not create new rules. Jane Hamblet noted that, having been a resident since 1981, she had found that there were always some members who did not want to follow the C&Rs and some who deliberately try to break the rules. This is the first board to make an effort to make it simple. Rules cannot be enforced just by writing letters.

Kevin added two comments. First, he thought it was a good idea to have the members who had volunteered to review the bylaws under take that review. It should be handled by the community. Secondly, he noted that although the Schedule of Fines is a necessary tool, the way it was established has caused some controversy.

Dorothy asked how many people have been fined to date. She was told none. She also told how she personally had been affected by residents who did not conform to the C&Rs and posed an incredible problem to their immediate neighbors.

Mary Lou noted that the initial request for a Fine Schedule had come from people who attended the September 2003 board meeting. At that time, the Planning Committee had been sending multiple letters to two members for construction violations, to no effect. The only recourse open to the board was the filing of lawsuits, which was very costly. At that point, a member suggested that fines be considered. The board did not initiate the proposal for fines. She agreed that more should have been done to communicate with members and noted that this board was making a very active effort to ask members to get involved and to communicate with the board. More information was being put into the Breeze in order to reach as many members as possible.

Celia Swoboda noted that making changes to Guidelines and creating policies and procedures was, in essence, making changes to the C&Rs. That should be done only with the consent of members.

ADJOURN MEETING

A motion to adjourn was made at 10:19 am by Dorothy, seconded by Kevin, and was carried unanimously.

Meeting adjourned; next meeting November 20, 2004 at 1:00 pm.

Approved by the Board of Directors on November 20, 2004

______________________________________ Secretary-Treasurer