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Board of Directors Meeting

March 18, 2006

In Attendance:

Nelsen Witt, President                                 Division 1

Kevin MacPhee, Vice President                     Division 7

Norman Fernandes, Director                                   Division 6

Mary Gilbert, Director                                               Division 4

Connie Abercrombie, Director                       Division 4

Roy Taylor, Director                                               Division 1

Don Butler, Director                                               Division 2

Bill Stephenson, Director                                   Division 5

Sandie Eckerson, Secretary-Treasurer

President Witt called the meeting to order at 1:2 pm

Minutes of January 21, 2006

MSP

Kevin MacPhee made the motion to approve the January 21, 2006 Minutes. Norman Fernandes seconded the motion. The motion was approved unanimously.

President Witt made the announcement that Dawn Sudmeier, our Corporate Secretary, had sold her property and was no longer on the Board.

Caretakers Report

Denis Kuhn reported they have continued to make repairs to the picnic tables, replaced in-operable emergency lighting both upstairs and in the recreation room, the windows upstairs have been replaced as had been approved in the Capital Budget.  They are continuing to work on getting the baseboard heaters painted. They have unclogged the rain gutters and continue in our general duties. They are very glad to have Kevin back and feeling better.

Planning Committee & Survey Report

Norman Fernandes reported that 11 constructions had been approved since January. Complaints are being resolved. The results of the short-termed RV survey show the members voted 2 to 1 to allow owners to park their own vehicles on their own property for a limited time. The Planning Committee agreed that Bayshore owners will be able to keep their RV's on their property for loading and unloading only for five (5) days after obtaining a permit sticker for their RV from the office. However, the members voted to not have visitors park their RV's on owners' property since it would be very difficult to track. The property owners would have to contact the office, give dates, times and license of the vehicle. The Office Manager would have to maintain a current list of visitors who had permission to stay and stickers couldn't be issued because of the cost and high turnover. The whole process would be cumbersome and require volunteers to ascertain which particular vehicle had permission to be on the member's property during that time frame. The Planning Committee decided not to allow visiting RV's to park on member properties.

There was much discussion about charging the members $2.00 for the stickers, whether this was already allowed through the C&Rs and enforcing the C&Rs. There was also confusion for some of the directors regarding the results of the survey. The directors agreed if changes to the C&Rs were to happen it would be by the members voting on the changes.

MSP

Bill Stephenson made a motion to table this matter pending further research. Mary Gilbert seconded. The motion passed unanimously.

Tsunami Siren Report

This report was read into the record by the secretary/treasurer. Original letter was dated March 1, 2006.

"I had telephone contact with Mark Jung this morning regarding the siren and a possible time line. Mark said that he has been waiting for the final purchase amount from one of the bidding siren companies and will re-contact them again today. After the siren has been chosen and ordered, the siren specifications would be available so the Lincoln Co. P.U.D. can be contacted

for their requirements, etc... Mark related that after the order on the siren, its arrival would take some time depending on the siren company. This time line could be a couple of months.

One of the biggest considerations is obtaining the best constructed siren for our salty conditions as well as pricing. Mark said he would let me know his findings as soon as possible. Sincerely, Ron Jones"

Hilton Land in Division 2

Bill Stephenson reported on behalf of the committee that was appointed to look into the Hilton property in Division 2. Bayshore Beach Club has paid taxes on this property over the past years but the property has belonged to Frank and Imogene Hilton's heirs. It was the committee's recommendation to not acquire this property for the association as it would be a liability due to zoning laws and terrain of the property. The committee recommended that Bayshore Beach Club contact Mr. Hilton and suggest he donate the property to the county or state as a green space, since it is non-buildable.

MSP

Norman Fernandes made a motion to accept this recommendation of the committee. Roy Taylor seconded the motion.

Discussion followed to explain to the members exactly what and where this property is, and the fact that it was not transferred when the original plat was given to Bayshore Beach Club, Inc.

Jane Hamblet, Division 4, said that at the beginning of the C&Rs for Division 2 the land plat was listed. She questioned how this happened with this particular property. No one knows how this plat was not transferred.

The Board of Directors voted unanimously to accept the committee's recommendation regarding the Hilton property in Division 2.

Clubhouse Rental Fees

Sandie Eckerson, secretary-treasurer, reported that the current rates for the clubhouse are not covering the costs of utilities and other items used by renters of the hall. The following proposal was made:

$10.00 per hour with an 8 hour maximum

$50.00 (non-refundable) cleaning fee

$250.00 refundable deposit if left in good order

A maximum of 150 people per event

There was discussion regarding the amount of the deposit and the suggestion was made by Connie Abercrombie to turn it over to the budget committee to determine what the costs are versus the rate charged. Norman Fernandes suggested that the fee was reasonable and the Board should act on it. Roy Taylor was concerned that the rule of having a member in attendance at all functions still be in effect. The rule to have a member in attendance during a function that member is sponsoring is still in effect. Connie Abercrombie was concerned regarding the 8 hour maximum. The 8 hour maximum could be waived at the discretion of both the office manager and the caretakers on an individual case basis.

MSP

Kevin MacPhee made a motion to accept this recommendation with the change of the $250.00 deposit to $150.00 deposit. Mary Gilbert seconded the motion.

The motion passed with 6 yeas and 2 nays.

Yea vote: Mary Gilbert, Kevin MacPhee, Bill Stephenson, Norman Fernandes, Don

Butler

Nay vote:  Roy Taylor, Connie Abercrombie

Nominating Committee

President Witt reported he has called a number of members to volunteer for the Nominating Committee. The committee is to be made up of one Board member and two members from general membership. Bill Stephenson has agreed to be the Board representative pending Board approval.

MSP

Connie Abercrombie made the motion to accept Bill Stephenson as the Board representative for the nominating committee. Norman Fernandes seconded the motion. The Board of Directors vote unanimously to accept Bill Stephenson as their representative to the nominating committee.

Budget Committee

President Witt reported that in addition to Sandie Eckerson, Office Manager, there were three (3) members who had voiced an interest in being on the budget committee, Jack Woods, Bob Platt and Mary Locker. Connie Abercrombie volunteered to be the Board representative.

MSP

Norman Fernandes made the motion to accept these members for the budget committee. Roy Taylor seconded the motion. Mary Gilbert called for the question. The motion passed with 6 yeas and 1 nay.

Yea vote:            Bill Stephenson, Norman Fernandes, Don Butler, Connie Abercrombie, Roy Taylor, Mary Gilbert

Nay vote:            Kevin MacPhee

Mary Gilbert left the meeting.

Breeze-April issue

Sandie Eckerson, secretary-treasurer, reported that the April issue of the Breeze will be mailed out in the election packet the end of April. Articles are still being accepted for the Breeze so if someone is planning to have an article in it, please get it to office in the next two weeks.

Terms of Directors

Norman Fernandes reported on terms of the directors from the May 2005 election. It was done by a straw vote for the terms, not from number of votes received by that person. The directors need to decide what to do now, if we want to undo those results or start from this year.

Roy Taylor said the C&Rs stated that each director was to have a three (3) year term, unless appointed by the Board and then they would finish out that particular year.

Connie Abercrombie read By-Laws Article IV, Section 3, into the record in part…any vacancy occurring in the Board of Directors shall be filled by appointment by a majority of the remaining Directors. A Director appointed to fill a vacancy shall hold office until the next Annual Meeting of the members, at which time they shall elect a Director to fill the unexpired balance of the term, if any, of the office in which the vacancy occurred.

Norman Fernandes read "The Policy and Procedures for Elections and Voting" into the record in part…. If there is any division without representation, the nominee from that division who receives the most votes is selected to fill the first board vacancy.  If only one nominee from an un-represented division is on the slate, that nominee is automatically selected.  Once all divisions are represented by one board member, any remaining board positions are filled by popular vote.

Don Butler presented a graph to help the directors understand what it looked like on paper.

Jane Hamblet, Division 4, pointed out that a decision had to be made immediately because the outcome of the decision would impact the upcoming May election. The nominating committee needs to know which division needs representation. This will be very confusing for the members since for this whole year they have known the term limitations for the directors.

Connie Abercrombie explained why she had the directors draw for their terms at the May 2005 election. With the majority of the Board having been recalled, Connie thought that no one would know who they were replacing, so she went back to the By-Laws and had the directors draw from a hat for their terms.

Jane Hamblet, Division 4, said that the election does not replace a director, it replaces a term. Unless a director was appointed by the Board, then that director has to run for election again. It has been reported to all the members that way and should stay that way until the next election.

Norman Fernandes said the Board has to decide which way we have to go. Maybe it was done wrong in May, 2005, but it is there. We just need to go forward and do it correctly in the future.

Roy Taylor stated that would change the By-Laws and that needs to go to the members.

Jane Hamblet, Division 4, said you are not changing the By-Laws. You have standing rules for election in the By-Laws. She read from the By-Laws, Article IV, Section 2, in part…..The Board in existence at the time these Bylaws go into effect shall be determined by lot: two members to serve one year terms; two members to serve two year terms; and three members to serve for three year terms. This is for the initial meeting; the last meeting should have gone by the number of votes.

Roy Taylor said this was for the initial meeting. The By-Laws say that directors are elected for three (3) years each.

Don Butler stated that the confusion comes when a Board position is tied to a division. A Board position may have people living in different divisions to fill that position.

Connie Abercrombie said the confusion was because of the one and two year terms directors were given last year. That is what the decision is for now. I am very sorry that I didn't take it by vote last year. We know what the vote was so we can accept that if that is what we need to do.

MSP

Norman Fernandes made a motion to accept Connie Abercrombie's method of determining our term limits in May, 2005. Don Butler seconded the motion.

Roy Taylor clarified if the person follows the By-Laws, then there is someone elected from each Division. Now if they are elected, I don't see anything in the By-Laws that says less than a three (3) term. It's just that simple. I am not getting into the replacement or anything else. I'm just saying if you live in a district and you run, if you have two (2) people running for that position, the person with the highest number of votes for that position, is elected to a three (3) year term. That seems very simple.

Kevin MacPhee asked if we vote for this motion, how many directors will be up for election in May, 2006.

Connie Abercrombie answered that is the issue we are trying to establish.

Jane Hamblet, Division 4, said that since the members have been told who had what terms based on your draw; that it should probably stay that way. But it is a Board decision, do you want to go back and go by the vote.

Pulling out of the hat it was Mary Gilbert, Paul Germani, Barbara Young had 2008 terms, Connie Abercrombie, Norman Fernandes and Roy Taylor had 2007 terms, and Jim Palmer, Nelsen Witt and Kevin MacPhee had 2006 terms. Kevin MacPhee was 2006 regardless, since that is the end of his original term.

Now if you go by the count, it would be Jim Palmer, Nelsen Witt and Barbara Young with the 2008 terms, Connie Abercrombie, Paul Germani and Roy Taylor with the 2007 terms (that is not a change) and Mary Gilbert, Norman Fernandes and Kevin MacPhee with the 2006 terms.

Norman Fernandes asked does that take into account one (1) person from each Division being represented if possible or not.

Jane Hamblet, Division 4 said that depends on who is going to run and that is what the nominating committee has to know before they can do anything. If you go by pulling it out of the hat, there will be five (5) positions up for election. If you go by the count, there will be six (6) positions up for election.

Connie Abercrombie said if we go by the vote, this year Mary Gilbert, Norman Fernandes and Kevin MacPhee will have to run. Kevin MacPhee would anyway, because his term is up. Bill Stephenson and Don Butler will have to run if they are interested because of being appointed.

Norman Fernandes asked if we are going by popular vote only. That's not what it says in the By-laws.

Jane Hamblet, Division 4, said it works out because the nominating committee should and will know what divisions they need and will concentrate on getting people from every division.

Martha Luke, Division 4, spoke to the situation of representation on the Board. Representation from each division is essential. If you have a candidate from a division with no representation and that candidate gets a low vote, that candidate should still be the representative from that division. Even if that person got 1 vote, that person should represent that division. I disagree with the concept of a vote from a hat.

Don Butler said if the lengths of terms have been kept straightened out in the past, if they have then it shouldn't be a problem to bring that into play and correct the terms before the upcoming election. It comes down to, is it worth the time, trouble and effort to deal with and to explain it to the membership. If it can be explained to the membership clear enough so they understand it and not get up in arms about it, then maybe that is the thing to do. Otherwise, I would vote to follow the straw vote but let's not do that again.

Norman Fernandes called for the question. There were three (3) votes yea and three (3) votes nay.

Yea vote:            Norman Fernandes, Don Butler, Kevin MacPhee

Nay vote:            Roy Taylor, Connie Abercrombie, Bill Stephenson

President Witt gave the tie breaker vote of yes. The motion passed.

William Revnell Presentation

This item was tabled until April 15, 2006 meeting due to Mr. Revnell being unable to make the meeting.

Pool Opening

Kevin MacPhee reported the fees in place for last season worked very well. Hiring of the pool attendants will begin the first week of April.

MSP

Connie Abercrombie made a motion to keep the pool fees the same as last year, $2.50 per person per day and $10.00 per family of six (6) per day. Norman Fernandes seconded the motion. The Board voted unanimously to keep the fees the same as last year.

Carol Ginter, Division 3, recommended Kathy Foss for one (1) of the pool attendants. Kathy is currently out of town but is very interested in doing it.

Break from 2:40 to 2:50 PM       Kevin MacPhee had to leave the meeting.

President Witt called the meeting back in session. He apologized for not understanding the motion regarding the Terms of Directors.

MSP

Roy Taylor made a motion to reconsider the Terms of Directors vote. Norman Fernandes seconded the motion. The vote changed to 3 yeas to 2 nays.

Yea vote:            Norman Fernandes, Don Butler

Nay vote:            Roy Taylor, Connie Abercrombie, Bill Stephenson

This changed the May, 2005 process. Instead of following the draw from the hat for terms, the Board of Director terms are based on the number of votes they received.

Director                                Term expiration

Mary Gilbert                                                     2006

Norman Fernandes                                           2006

Kevin MacPhee                                             2006

Connie Abercrombie                                       2007

Roy Taylor                                                       2007

Nelsen Witt                                                      2008

Bill Stephenson and Don Butler are required to run for office, if they wish, due to having been appointed to their positions by the Board of Directors.

Mary Lou Morris, Division 1, asked for clarification. When the membership was told of the new Board and the terms they were to have, that is now going to be changed? So now, Mr. Witt, you were to have a one (1) year term, you will now have a longer term; you will not have to run this year? The Board of Directors answered her, yes. She asked if this information will get out to the total membership. It was agreed by the Board that this information should go out in the Breeze.

Member Information Disbursement

Sandie Eckerson, Secretary/Treasurer, explained that the Board had been asked to give out names, addresses, phone numbers and email addresses of the membership to a group in Bayshore. There was quite a bit of concern as to how and when the office could do that. The suggestion from the Office Manager was to utilize the Information Sheet that is mailed out to members to update their information for office use. This gives the individual member the option.

Norman Fernandes asked if a member could come to the office and get this information.

Mary Lou Morris, Division 1, if you refer to ORS Chapter 65 it already tells you what you can and can't do. A member has the right, if they ask, to get names, addresses and phone numbers of other members as long as it pertains to business concerning our association.

Norman Fernandes said he understood that to be correct. As long as it had to do with the business of Bayshore, they could even solicit money from other Bayshore members if it pertains to issues in Bayshore, like an election for funds or something like that.

Sandie Eckerson said it did not address email addresses and we were asked for the email addresses. Emails were probably not an issue when ORS Chapter 65 was written.

Norman Fernandes said emails are almost taking the place of snail mail. It makes it easier for groups of people to get information out to others.

Bill Stephenson said that it only takes one individual to disagree and file against us with the Privacy Act. Names and addresses are public information but so far email addresses are not.

MSP

Connie Abercrombie made the motion to not give out email addresses, to only give out names, mailing addresses and phone numbers. Bill Stephenson seconded the motion. The motion passed with 4 yeas and 1 nay.

Yea vote:            Roy Taylor, Connie Abercrombie, Bill Stephenson and Don Butler

Nay vote:            Norman Fernandes

Audience Comments

Jack Ofelt, Division 7, regarding RVs, we need to make a decision this year. There is a definite difference of opinion on how to deal with RVs. I suggest a committee be formed, with people who differ in their opinions, and make them come together on a resolution to bring to the Board. We may want to get a "Declaratory Judgment" which is going to a lawyer to ask a judge to give an opinion on what it means to "store", then the Board abides by it. We are sick of hearing about RVs and needs this settled one way or another.

C&R Violation Fines

Norman Fernandes said "I have been the chairman of the planning committee since April of 2005. I have noticed that a small minority of our members are disregarding the planning committee when they build or remodel their homes and outbuildings. The C&R Article V, section 3 states that enforcement "may" (my italics) be by proceedings in equity or at law". I would like to start a process to reinstate the fines. We all saw what happened to the last board when it was attempted. However, a vote on the subject of fines taken at the next annual meeting by the members, if approved, would be used by the board to appoint a committee to adopt a schedule of fines for C&R violations. This committee would be made up of members of the board and volunteers from Bayshore. They would develop a fine schedule that could be approved by the board of directors no later than the next regularly scheduled board meeting." That is my statement. I have been having a lot of problems on the Planning Committee with people thumbing their nose at us. It is by far a minority of the members. I don't know how to make it happen; I don't know how to get it on the ballot.

Connie Abercrombie said we need to get a way to get issues on the ballot so people can vote on them. We need to let people know how important it is for Bayshore.

Roy Taylor stated that he is against fines. We do not have the right, the people we represent do not want fines. It is something we should never consider. This puts the Board into the area of enforcement and we are not the enforcers. We are only policy makers.

Norman Fernandes asked why we don't ask the membership. The C&Rs say we are responsible for the enforcement of the C&Rs, we can not get out of it.

Don Butler spoke in favor of fines. He stated that the only recourse we have now is to take members to court for violations. What are the methods of enforcing what some members won't do? We have only the fine system or the court system. People are not self-regulating, they are not self-policing. History shows that in the last 20 years the violations have been more and more prevalent. How do you stop it? Are you interested in stopping it? Are you interested in just letting people do what they want to do? The C&Rs are there and it's our position to enforce the C&Rs. We are given the authority to do whatever is necessary to enforce the C&Rs and By-Laws. So it is the choice of the Board whether or not fines are in place or not. The survey that the previous Board did, the people who responded wanted to have a fine structure in place. The survey was an indicator that says yeah we need to have a fine structure in order to keep the C&R enforcement in place.

Roy Taylor asked what it takes to get a stop order on construction.

Don Butler explained that you have to go to the county, appeal to the Board with a complaint form, the county will send someone out within a day or so to look at the construction and if it is in violation, they will put a stop work order on them. We are not just talking about construction. You can not do by phone call, someone has to go to the courthouse and fill out a complaint form. This is only for county codes. This does not cover our C&Rs which can be more restrictive.

Roy Taylor asked what it would take for Bayshore to issue our own stop order.

Norman Fernandes said he tried. It was not a stop order. I went to the county and they said it was not high on their list of priorities, they sent a letter and there it sits.

Mary Lou Morris, Division 1, said she had heard several times today, the Board say it is not their responsibility to enforce the C&Rs. She read into the record from the C&Rs for Division 1, Article 5, Section 2 Enforcement.

"The Club is hereby charged with the authority and obligation for the enforcement of the terms of this Declaration.  Enforcement may be by proceedings in equity or at law against any person or persons violating or attempting or threatening to violate any of the covenants or restrictions hereof, either to restrain such violation or to recover damages.  In the event that the club fails to take appropriate action for the enforcement of the covenants and restrictions hereof within a reasonable time after a violation or threatened or attempted violation is brought to its attention in writing, any person or persons then owning lots within the said property may take such steps in law or in equity as may be necessary for such enforcement. Any damages recovered in such enforcement proceedings shall inure to the benefit of the person or persons damaged by the violation involved.  The party prevailing in any such enforcement proceeding whether in law or in equity shall have from his opponent such attorney's fees as the court may deem reasonable."

Mary Lou Morris went on to say that to her that means it is the Board's responsibility to see that the C&Rs are enforced and if they aren't enforced them the members can take action against the Board.

Norman Fernandes said that as long as we abide by the C&Rs and all the appropriate rules and regulations we are indemnified by insurance. However if we don't or if we do something that is in violation or neglect, we can be sued as individuals. I just want to know the procedure to get it on the ballots.

Connie Abercrombie asked has anyone ever voted on an issue on the ballot.  There needs to be a clear and legal path to do that.

Bill Stephenson asked if the By-Laws allow for fines to be assessed. If we have fines and someone takes us to court over it that could be expensive.

Jack Ofelt, Division 7, said that fines are not illegal in Bayshore. The objection was the way the fines came about. I don't think the community as a whole object to fines. We are getting bigger and bigger and we need a way of enforcement. Our members need to have a voice in it.

Norman Fernandes said time is of the essence. We need to get something started now. It's about keeping people following the C&Rs.

Martha Luke said she did not think it would be illegal to tell people what will be on the ballot. Then have it on the ballot, take the votes and go from there. There may be a legal question, get the answer. You will find out if the people care, you will know where you stand.

Bayshore Property Acquisition

Norman Fernandes said in June of 2005, he was contacted by John Hiestand, who is a broker representing American equities/securities. American owns property on NW Hilton Dr. in Bayshore. The properties consist of 6 lots that are zoned for commercial use on the East side of Hilton adjacent to highway 101. The property numbers are Division 6, Block 4, Lots 78 thru 83. He met with John several days later and gave him information on our C&Rs. Mr. Hiestand informed Norman that the owners wanted to develop the property commercially. He never gave Norman an update on the construction plans of American Equities. On March 6, 2006, John Hiestand (503-324-7904) contacted Norman to see if Bayshore was interested in buying the properties owned by American Equities/Securities at an asking price of$199,000.00. Norman told Mr. Hiestand that he didn't think so, but that he would inform the board of directors of the offer to sell and let Mr. Hiestand know of the board's decision.

MSP

Connie Abercrombie made a motion to turn down this offer. Don Butler seconded the motion. Roy Taylor called for the question. The Board voted unanimously to turn down this offer.

The next meeting is set for April 15, 2006 at 1:00 PM

Jane Hamblet was appointed to be a member of the Nominating Committee.

MSP

Connie Abercrombie made a motion to adjourn the meeting.

Meeting adjourned at 4:25 PM

Approved by the Board of Directors May 20, 2006

Sandie Eckerson, Secretary/Treasurer

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