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April 15, 2006

In Attendance:

Nelsen Witt, President                                 Division 1

Connie Abercrombie, Corporate Secretary            Division 4

Bill Stephenson, Director                                   Division 5

Norman Fernandes, Director                                   Division 6

Mary Gilbert, Director                                               Division 4

Don Butler, Director                                               Division 2

Sandie Eckerson, Secretary-Treasurer

Directors Absent:

Kevin MacPhee, Vice President                     Division 7

Roy Taylor, Director                                               Division 1

President Witt called the meeting to order at 1:05 pm

Minutes of March 18, 2006

Mary Gilbert made a motion to table adoption of the March Minutes until the next meeting. Bill Stephenson seconded the motion. The vote was unanimous to table adoption of the March 18, 2006 Minutes until the next meeting.

Caretakers Report

Mike and Denise Kuhn, caretakers, reported that everything was going great and on schedule. They did report that a roller cover for the pool would need to be purchased if the Board wanted the pool covered. Estimated cost would be $2,250.00 installed. President Witt thanked Mike and Denise and said they are doing a good job. Rosanna Creighton, Division 7, asked did the cover break. There has been no cover on throughout the winter. Mike answered that yes, the cover had broke and had to be removed. Rosanna Creighton asked if that will be in the budget for this next fiscal year. The reply from Mike was he hoped so.

Planning Committee Report

Norman Fernandes reported that not much has changed from last month. The committee is working on a couple of violations that have occurred. He also brought the Board up-to-date on the Hayes lawsuit. It was settled before it went to court. Hayes family has agreed to remove their store room and install a carport. The store room is gone and they are in the process of constructing the carport. They have 60 days to complete the construction. We have a contingency June court date we want to hang on to until the construction is completed. The Planning Committee has approved the plans submitted by the Hayes family.

Letter from Duane Peltier/Webmaster

President Witt read an email from Duane Peltier who is our webmaster. Mr. Peltier has had surgery and is unable to continue as the webmaster for Bayshore. He suggested that Bob Mowrer be contacted to take over the website. Mr. Mowrer has agreed to be our new webmaster but would like to have another member who would be willing to assist whenever Mr. Mowrer might be unavailable. The Board of Directors thanked Mr. Peltier for all of his hard work in bringing us into the cyberspace era and for his contributions to the members of Bayshore Beach Club. The Board also was very pleased to accept Bob Mowrer as the new webmaster and thanked him for agreeing to continue the website.

Standing Rules for Elections

President Witt pointed out that according to the By-Laws we need to have Standing Rules for Elections. He stated that we have Standing Rules for Elections and they will be followed. The Rules had been included in each Director's Board packet.

Nominating Committee

Jane Hamblet reported that the full committee was not appointed until after the March 18, 2006 Board of Directors Meeting. Jane said Bill Stephenson, the Board representative to the Committee, Sylvia Higuchi and she had worked hard to try to get all Divisions represented. She suggested that for future Nominating Committees be appointed in January of each year to allow more time to talk to members about running for the Board. Jane gave the following names that will be on the ballot.

Maren Taylor               Division 2       Don Butler               Division 6

Ray Hunt                     Division 3            Norman Fernandes            Division 6      

Jim Harlan                    Division 4       Kevin MacPhee            Division 7

Bill Stephenson            Division 5       Jack Ofelt                Division 7

Jane also asked for volunteers to count votes at the Annual Meeting. She needs at least 10 volunteers. Rose Woods volunteered to be one. Bill Stephenson personally thanked Jane for her diligence and hard work on the Nominating Committee. Jane thanked Bill and Sylvia for all of their assistance.

Election

Connie Abercrombie, as Corporate Secretary, announced that she had one new item regarding the election. There will be a Secret Envelope to put the Ballot in, and then the Secret Envelope is to go inside the yellow Ballot Envelope. There will be Proxy votes sent to the Corporate Secretary and she wanted to know how the Board wanted her to vote these. Past problems have been created when members vote both the Ballot and then sign the Proxy. Much discussion followed about how to vote the Proxies. The consensus was that the elections have gone very smoothly in the past so just follow the rules that are in place.

Budget Committee

Jack Woods referred the Board members to the proposed budget that was handed out to them. This proposed budget will be sent to the members in the election packet that will be sent out in April. The committee was made up of five (5) people Mary Locker, Bob Platt, Sandie Eckerson from the office, Connie Abercrombie as the Board representative and Jack Woods. During the process we did consult with our employees to get their input on the operating expenses with which they have expert opinions. The result of the budget for the next budget year we will have a surplus of $11,704.00. That is before any expenses for capital items. There are a few capital items coming up. We may have to take the Tsunami Siren out of next year's budget, since it may not be completed before July 1, 2006. The total result is if we have to pay for the siren out of this next year's budget, we will just about be at the break even point. This does not consider the possibility of a cover for the pool. If there is to be a pool cover purchased we won't know the cost as that will take some technical knowledge. The budget committee did not include the cost of a pool cover for that reason. Don Butler asked if the budget committee considered an increase in the dues. Jack responded that the income was with the increase. Mary Gilbert asked if the $11,704.00 was before or after the tsunami siren cost. Jack said it was before. Before any capital expenditure, including a pool cover, we would be at the break even point. Mary asked how we explain not buying the siren as it was budgeted this year. Jack said if the siren is not available before July 1, 2006, which is our new fiscal year, then the siren will be paid out of this next years' budget. It is not available for purchase yet. Norman Fernandes asked if we can carry the budgeted siren funds over from this year. Jack also said when we talked to the caretakers about pool covers; there is a choice of types of covers with different costs. We are finishing the winter now and have not had a pool cover. Connie Abercrombie stated that capital expenditures are a Board issue, filling potholes, painting, pool cover and a possible vacuum for the pool.

MSP

Mary Gilbert made a motion to accept the 2006-2007budget to be mailed to the members and be made available at the Annual Meeting. Connie Abercrombie seconded. The motion passed unanimously.

Break: 2:20 PM

President Witt resumed the meeting at 2:30 PM.

RV Parking

Norman Fernandes said this was tabled from the last meeting. It was a report so I'm not sure where we go from here. The Board had issue with the use of the stickers. Planning Committee uses the stickers as a way of giving permission according the C&Rs. We are not changing the C&Rs; we have been using the stickers along. We couldn't really check-out the non-members. The committee did not table this, we as a Board did and I am not sure why we tabled it unless the Board thinks the committee does not have the authority to do that. The $2.00 was there from before and was to cover the cost of the stickers. Since sticker use had been going for at least a year or two; let's just keep it that way for now so we have something in place. If it needs to be changed we can work on it.

Discussion followed: Whether the stickers were legal to use, if we should charge the $2.00 for them. If the members are already guaranteed 5 days for loading/unloading and cleaning why do they need a sticker?  The response was that it is difficult to regulate the 5 day rule. The sticker is for identity only, so members would know that person went through the Planning Committee as was required in the Guidelines, which was created by former Planning Committees, to ease the regulation so people could load/unload and clean. The Planning Committee had decided that visitors would not have that right. Norman said he didn't know he needed approval from the Board; he had just given a report that said this is what the Planning Committee had done.

There was discussion about forming a committee to work out the issue of RVs in Bayshore, as well as possibly having a judge's ruling about the word "store" as used in the C&Rs, parking on the right-of-way, making a separate place for RVs to park and the fact that it is against Lincoln County law to live in an RV that is not in an RV park. The C&Rs have to be enforced, Bayshore can have rules that go beyond the county laws but can't violate county laws. Several people spoke to the issue of having more people own RVs, having friends and family visiting and using their RVs for sleeping, and that this is a recreational area, a different lifestyle.

Fines

Norman Fernandes proposed to bring the fines back and include them on the ballots. He would like to see a binding vote so it doesn't come up again unless there is another vote. He read his proposal: Only the fines having to do with the building codes, not trash in the streets and the RVS, which is a real thorn in our sides, to be half of what they were before. He wanted to put the vote to the membership and he didn't know if he needed permission from the Board to put it on the ballot. He wanted to put this through the best he could, because the fines or lack of fines are really impacting us. We can not sue everyone, there needs to be another solution.

Discussion followed: This should be handled like any piece of legislation; the information should be completely laid out, not just say one-half of the previous system, the entire process needs to be explained, with appeal process and timelines. Some directors felt Bayshore does not have the authority to levee fines without a change to the By-Laws, that due process was not included. Some directors said an attorney should be contacted to write up the fine schedule to be sure it was legal. It was also discussed that this whole system needed to be refined and researched because it was such a hot issue with the recall. It was pointed out that the Homeowners Association Handbook gives provisions for a fines system and that many other HOAs, condo associations and townhouse associations use them as a means of enforcing their C&Rs. It was suggested that special meeting be called, a committee of members with differing views be formed to work through a document that would then be presented to the members for vote.

Other forms of dealing with enforcement were discussed such as mediation and arbitration instead of or before a fines system. Mediation is an accepted process through ORS Chapter 94 but Bayshore Beach Club has never adopted ORS Chapter 94. Mary Gilbert read a letter from Attorney Brian Haggerty, written when he was attorney for Bayshore Beach Club, Inc. The letter was dated August 8, 2003, regarding Corporate Governing of Bayshore Beach Club, Inc. Mary read the letter, in part, "It is important to know at the outset that we represent Bayshore Beach Club, Inc. and it is to that entity that our loyalty must lie and not to any particular homeowner, Board member or officer. We do not have any opinion as to what decisions should be made by the club. We are only concerned that decisions be made through an orderly process, conforming to applicable Oregon statues, Articles of Incorporation, the By-Laws and the Covenants and Restrictions. It is the basic tenet of most Americans that decisions made in such a way are good decisions. As participants in a democratic society we should all realize that we will not necessarily all agree with every decision that gets made. However, each homeowner in Bayshore is entitled to feel that decisions have been made in a lawful and proper manner. We would also like to point out that the directors and officers of the homeowners association risks personal liability for decisions that can not be documented to have been made through the proper decision making process. Such decisions and actions are called ultra vires meaning outside the scope of authority. A decision which is ultra vires may not be covered under the Errors and Omissions Insurance which is provided to directors and officers." The Board it was sent to was: Jerry Hofstetter, Max Metcalf, Mary Lou Morris, Lloyd Haines, Kevin MacPhee, Ray Schmidt and Daniel Norton. It was argued that this did not say whether fines were legal or not. There is no court case to decide it, it hadn't been tested and we should not be spending Bayshore Beach Club members' funds on that sort of business. Some directors said to mail letters to the members who violate the C&Rs. They were assured that letters are written to those members but the members did not always respond by following the C&Rs. The response was to then let the neighboring member who complained take the offending member to court. Norman thanked everyone for at least listening to him.

Dumpster for Clean-Up

President Witt explained that in the past Bayshore Beach Club has had a dumpster available for clean-up. Connie Abercrombie asked about the cost. Jack Woods answered that last year it was right around $300.00 and was only to be used for vegetation.

MSP

Norman Fernandes made a motion to have a box scheduled before July 1, 2006. Bill Stephenson seconded.

Yea vote:            Norman Fernandes                Proxy vote yea:            Roy Taylor

                        Bill Stephenson                                                     Kevin MacPhee

                        Connie Abercrombie

                        Don Butler

Abstain:            Mary Gilbert

HOA Handbooks

Don Butler wanted to make a motion for Bayshore Beach Club to purchase enough manuals to provide one for each Board member and one for the office. We currently have one in the office. The reason I think this is a good idea is that it will give each Board member more of an insight of how the state statues are interpreted for the purposes of operating Homeowner Associations in Oregon. It does refer to ORS sections that are applicable. The interpretations are a summation of many years of involvement by this company in homeowner associations, condominium projects, town house projects and so on. It would give us a basis to compare to our by-laws, C&Rs and what we can or can't do or should or shouldn't do. The cost for 9 copies would be $275.00, taking the normal cost of $35.00 each down to $30.56 each.

MS

Don Butler made a motion to purchase 9 copies of the HOA manuals to be passed on to Board members as the vacancies require. Norman Fernandes seconded.

Connie Abercrombie said this won't pay off. We purchased Robert's Rules and half of them haven't been picked up. Mary Gilbert called for the question.

Nay vote:            Mary Gilbert                          Proxy vote nay:            Roy Taylor

                        Connie Abercrombie              

Yea vote:            Don Butler                           Proxy vote yea:            Kevin MacPhee

                        Norman Fernandes

Abstain:            Bill Stephenson

Since the vote was a tie vote, President Witt voted tie breaker of nay so there would be no action taken. President Witt talked about using the proxy vote for absent directors. He read from an email from Director Roy Taylor: According to the HOA Handbook I am requesting a leave of absence from the Board for a limited time to go to Texas. According with the provisions of the Homeowners Association I am appointing you as my proxy to vote for me during this period of time according to your conscience. Such a proxy can be directed and is allowable under the Homeowners Association mandates. There was question as to whether this was correct. It was decided that even if the proxy votes were not counted the vote would be the same.

Audience Comments

Linda Reed, Division 6, said she had received an email March 2 from Bayshore with directors' names on it. I assumed I could then email questions to each of you. On March 4 we emailed some suggestions for the RV situation. I never received any reply from anyone. I asked a neighbor how to handle complaints and was told to get a complaint form. What is the policy or procedure to make a complaint? Norman Fernandes said attach your letter to a complaint form and drop off at the office. It will be given to the Planning Committee and we will respond. I apologize for not responding but I don't remember ever seeing this.

Bill Stephenson said he saw a problem when he joined the Board involving our policies with the Board of Directors and the offices of the Planning Committee that affect the C&Rs. He wanted to make the suggestion that separates the two bodies of government. He felt that it caused a great deal of conflict, maybe a conflict of interest. He felt that no person shall serve at the same time on both the Board of Directors and the Planning Committee.

MSP

Bill Stephenson made a motion to separate the Planning Committee from the Board of Directors. No person shall serve on both committees at the same time. Connie Abercrombie seconded the motion.

Discussion followed: Norman Fernandes stated that he did not think there was a conflict of interest if both jobs are done correctly. There may have been things were the Board was not available and I have gone to our President. I have gotten permission from the President and the confusion as to what that permission allowed. In the past a lot of Board members have been on the Planning Committee and the By-Laws state that the only person who can not serve in another capacity is the President.  Bill Stephenson said that may have been the policy in the past, nothing says it can't be changed by the Board of Directors. Mary Gilbert said she attended a Planning Committee meeting recently and asked Norman what would happen if he gave an unfavorable decision to someone who applied and that person appealed to the Board. Would he recuse himself from voting? He had replied no and that was the problem Mary had with the issue. Norman Fernandes said he did speak with Mary on that issue. Norman stated the reason for reclusion is very clear, that is if you have a personal interest, meaning your home or property would be affected. His vote as a Board Director would be the same as the Planning Committee. If the Board felt he shouldn't vote, he wouldn't.  Connie Abercrombie said she has never seen in writing what the planning Committee is to do when they get a complaint until the fines came up again. Whether you write one letter, two letters or three letters or what the process is. All committee members should be signing every letter whether to the Board of Directors or to a member. The Minutes are not very explicit; I would like to see the Minutes taped as the Board of Directors are. Mary called for the question. Connie asked that the motion be read again. Sandie read: motion to separate the Planning Committee from the Board of Directors. No person shall serve on both committees at the same time. Mary said she would vote yes, except she would have to take a look at the By-Laws. Bill said it was just a policy change: it is not in the By-Laws. Mary asked when this would become effective. Bill said this is poor policy; we should refrain from doing this. Not any other committee, just the Planning Committee and the Board of Directors, it causes conflict. Mary changed her abstention to a yes vote, if we are going to try to refrain from this in the future.

Yea vote:            Connie Abercrombie               Proxy vote yea:            Roy Taylor

                        Mary Gilbert                         

                        Bill Stephenson

Nay vote:            Don Butler                           Proxy vote nay:            Kevin MacPhee

                        Norman Fernandes

Motion passed 4 yeas to 3 nays.

 Norman Fernandes asked what was the Board's pleasure, when do you want this to happen. Bill Stephenson said it was Normans' choice. Norman said after the election, since he may not even get elected to the Board. Bill said if Norman is elected to the Board, then he would need to make a choice. Rosanna Creighton, Division 7, stated that there aren't enough members volunteering now. We do not have a Resolution Committee any more. Now we have an abbreviated Planning Committee as it is and now you want to get rid of the chairman. All day you have tabled things for the new Board to make the decisions. Now you can make a decision to change a policy that can cripple our Planning Committee. Bill responded that heard her argument, he knows we are short of volunteers. Norman questioned if this would work for any committee and Bill responded no. Norman asked why not. Bill said other committees do not conflict with the C&Rs. Mary Gilbert called for point of order.  Jack Ofelt, Division 7, wanted to say that when Barbara Young was on the Planning Committee with Norman Fernandes she told Jack many times what a pleasure it was to work with Norman. This has nothing to do with the reason why you are talking about conflict. I am talking about his intellect and what he has done for the Planning Committee, what he is doing now. Barbara couldn't be more appreciative of how he thinks, what he does, he is always there and I believe he will be a hard one to replace of any one down there. Rosanna Creighton, Division 7, said if you can't fill the positions on the Planning Committee; how can you do this. Can you make an exception if there is a vacancy you can't fill and a Board member is willing to serve in that vacancy? Bill agreed that Norman does a fine job; he just didn't believe that a person should be on both Boards. Jane Hamblet, Division 4, agreed with Rosanna that Norman is a very good Planning Committee chairperson. But she agreed with Bill that Norman shouldn't be on both. If Norman will make the decision now to not be on the Board but to stay with the Planning Committee we still have people for the Board. If he runs for the Board, we have one who won't get voted in, then if he chooses the Planning Committee we will be down one Director for the Board. She really wished he would choose the Planning Committee. She asked where are the people who wanted to have the recall. Why aren't they here helping? Norman said he would serve on both Boards until the election in May.

Don Butler-Road District

Don Butler, as a member of the Special Road District, wanted to report that around the first of May or maybe even before that paving will be done on Oceania from Westward up to Corvette and paving Pacific where it comes out to Oceania that has never been paved. That is our schedule for this year. We have also had several of our signs tagged by gang members and we are replacing these as we find them. We have to replace because if we try to take the paint of the sign paint comes off as well. The stripping won't happen until the first part of June in order for the oils to vaporize off the paving. This paving on Oceania will have a 4 foot wide walking path on both sides. We are taking down the sign at the end of the parking lot which defines it being a Bayshore parking lot; it will be moved at the edge of the paving on Pacific. We will put down some power poles and the sign will be attached to the power poles. This is to define the parking lot does not go all the way across Pacific.

Board adjourned to Executive session at 4:25 pm

Approved by the Board of Directors May 20, 2006

Sandie Eckerson, Secretary/Treasurer

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