November 16, 2005 Membership Meeting

MINUTES

DRAFT

Annual Membership Meeting

1349 Race Street Condominium Association

November 16, 2005

The meeting was held at the residence of Stuart and Virginia MacPhail, 1133 Race Street. The minutes were taken by Pok Payattakool .

The following members were in attendance. Stuart MacPhail (Units 1A, 3, & 4), Eric Guetterman (Unit 8), Ken Coombs (Unit 5), Holly Rosati (Unit 6), Pok Payattakool (Unit 1A), Jeff (for Lee Rexinger – Unit 1), Virginia MacPhail (Units 1A, 3 and 4), Kamala Schuster (Unit 7), Burton Solseth (Unit 3A). Two proxies were received: Jeff held the proxy for Lee Rexinger (Unit 1), and Stu MacPhail held the proxy for Keith Rundle (Unit 4A).

A quorum was declared and the meeting was called to order at 7:16 PM, by Eric Guetterman.

Homeowners Forum:

Jeff raised the issue of the condition of Unit 2. Per Stu MacPhail, Unit 2 has gone into foreclosure, and Rooftop Realty is overseeing the transactions involved in preparing and selling the property. The unit has $3,200 of unpaid Association dues, which the Association will try to recover.
Burton raised the concern of who is responsible for maintenance of the staircases. The owners are responsible for upkeep of the stairs.
Kamala Schuster and Holly Rosati raised the concern of the homeless people in the carport and the safety of the area.
Kamala Schuster mentioned that she occasionally changes the light bulb in the laundry room. Stu pointed out that if anyone changes the light bulb in the laundry room, or elsewhere in the Common Areas of the building, the Association will compensate the person doing so.
Pok Payattakool raised the concern about the need to remove graffiti from the back of the building’s carport’s roof and pole. Stu MacPhail and Kenneth Coombs said they will follow up.
Space between parking spaces and the condo wall should be kept clean, and clear of obstruction.
Please be cognizant that the dumpster is not paid by the Association. Please keep that in mind, and do not overflow the city dumpsters.
Parking spaces cannot be sold. Discussion ensued about double parking and parking spaces. No action was taken and no policy/rule was modified. The recommended action is to contact the offending party directly.

Minutes:

Minutes of the December 8, 2003 membership meeting were reviewed. There have been no Membership meetings since that date. Stu MacPhail moved for approval of the December 8, 2003 Minutes as presented. Kenneth Coombs seconded the motion, and it was unanimously approved.

Treasurer’s Report:

Stuart MacPhail presented the Treasurer’s Financial Report. It consisted of Operating Account Balance Sheets dated July 31, 2005 and November 9, 2005, Profit & Loss Statements dated July 31, 2005 and November 9, 2005, and a Reserve Account Balance Sheet dated November 9, 2005.

Pok Payattakool moved for approval of the Financial Report. Kenneth Coombs seconded the motion, and it was unanimously approved.

MacPhail presented a tentative Budget for Fiscal Year 8/1/05 – 7/31/06. Then he said that during the following Board meeting, he would be moving that the Fiscal Year-end be moved to December 31, as contemplated in the By-Laws. No action was taken on the 81/05 – 7/31/06 Budget.

MacPhail offered the following resolution to authorize and formalize banking relations with Mountain States Bank (where all Association funds are currently located):

Resolved that Stuart MacPhail, Kenneth F. Coombs, Eric Guetterman, and Holly Rosati be authorized by the Association as the Association’s Agents for signing checks and transacting other business as needed at Mountain States Bank.

Further, that ANY TWO of them may sign checks (two signatures are required on all checks and banking transactions on behalf of the Association); open any checking, savings, deposit or share accounts in the name of the Association; and endorse checks and orders for the payment of money or otherwise withdraw or transfer funds on deposit with Mountain States Bank.

This resolution supersedes any and all previous Association resolutions related to relationships with financial institutions.

The resolution, proposed by Kenneth Coombs and Stu MacPhail, seconded by Eric Guetterman, was unanimously approved.

After explaining that the Association currently has two non-interest bearing checking accounts at Mountain States (one for the Operating Account, and one for the Reserve account), Mr. MacPhail recommended that the Reserve account be converted to a Money Market account, to generate some modest interest income.

It was moved by Kamala Schuster to authorize Mr. MacPhail to convert the Reserve account to a Money Market account. The motion, seconded by Jeff (for Lee Rexinger), was unanimously approved.

GENERAL BUSINESS:

Colorado Senate Bill 100 –

Stuart MacPhail had earlier distributed an 8-page set of 17 suggested policies designed to promote responsible governance of the 1349 Race Street Condominium Association in accordance with Colorado Senate Bill 05-100.

After discussion, Stu MacPhail moved for adoption of the entire statement of 17 policies. Kenneth Coombs seconded the motion, and it was unanimously adopted.

Association Web Site –

It was pointed out that new policy #5 requires the Association to make a large number of documents readily available to all Members, and that new policy #16 requires the Association to annually educate Unit Owners about their rights and responsibilities.

For an Association the size of 1349 Race, it appears that using an Internet web site to post such documents and provide the required education is the only practical way to comply. Attendees agree that the Internet website must have a password-protected capability. It was moved by Kenneth Coombs to authorize Stuart MacPhail to establish such a web site (for an estimated cost of $150 per year), to build the site with the required documents and information, and to maintain the site. The motion, seconded by Pok Payattakool, was unanimously approved.

Landscaping Proposal –

Holly Rosati, owner of Unit #6, proposed that the rocks (in the parkway in front of the building) should be removed. At the next Board meeting, Holly Rosati will present various proposals (with their estimated prices and maintenance costs/plans) for review and decision by Board of Directors and meeting attendees.

Sewer Line Clean-Out –

It was determined that the 1349 Race sewer lines have not been cleaned out since April of 2002. In view of that, Eric Guetterman moved the have a sewer line preventative maintenance performed as soon as possible. The motion, seconded by Stu MacPhail, was unanimously approved.

By-Law Amendments –

Stuart MacPhail had earlier distributed a 2-page set of five previous By-Law amendments. Stu MacPhail moved that the Association delete these amendments from the By-Laws since these amendments are addressed in the Association’s Rules document. (See attachment for deleted By-Law amendments). The motion, seconded by Kenneth Coombs, was unanimously approved.

Election of Board Members –

In compliance with Section 4 of the Association’s By-Laws, it was pointed out that a minimum of three Members and a maximum of five Members could be elected to comprise the Association’s Board of Directors, to be elected annually to one-year terms. Since the most recent Directors were elected on December 8, 2003, technically all of those terms have expired.

The floor was opened to nominations. The following persons were nominated: Pok Payattakool, Lee Rexinger, Holly Rosati, Kenneth Coombs, Stu MacPhail, Kamala Schuster, and Eric Guetterman to serve one-year terms as Directors on the Board. There being seven nominations, and five openings, members used paper ballots to vote for five persons to be on the Board. The meeting attendees’ final decision for Board of Directors are as follows: Pok Payattakool, Kenneth Coombs, Stu MacPhail, Kamala Schuster, and Eric Guetterman, to serve one-year terms as Directors on the Board.

Adjournment:

At 9:07 PM, Kenneth Coombs moved for adjournment. The motion, seconded by Pok Payattakool was unanimously adopted, and the meeting concluded.

Attachments:

November 16, 2005 Financial Report – 5 pages.

Not Attached. See it in "Financial Information."

Statement of 17 SB100-related Policies, as adopted – 8 pages.

Not Attached. See it under "Governing Documents."

Statement of 5 deleted former By-Law Amendments – 2 pages

See below.

The following By-Law Amendments were adopted on 11-16-05 by unanimous vote of the Members.

1. An amendment adopted December 1, 1986, dealing with “Directors Expenses and Reimbursements.”

“No member of the Board of Directors shall receive compensation for performing the duty of Board of Directors. Members of the Board of Directors may be reimbursed for expenses incurred upon the approval of 51% of the Homeowners' Association.”

Reason to delete: The first sentence of this is in direct conflict with Article 4 of the By-Laws, which specifies conditions under which Directors could be paid (which has never happened in at least the last 15 years). And, there is no way a 1349 Race Board member can do anything out of their own pocket (buy light bulbs, stamps, etc.) if he can not be reimbursed until some meeting that includes 51% of the Members (it has been two years since our last Members meeting).

2. An amendment adopted December 1, 1986, dealing with “Election of the Board of Directors”.

“There is to be an annual election of the Board of Directors at which time the election will be held by at least two-thirds per cent of the members of the Homeowners' Association for the next annual term as set forth by the Homeowners' Association.

“The above changes of Article IV of the Bylaws of the Thirteen Forty-Nine Race Condominium Association, Inc. have been place into effect December 1, 1986. with the approval of the members of the Homeowners' Association.”

Reason to delete: The By-Laws already specify annual elections of Directors. The wording “at which time the election will be held by at least two-thirds percent” is unclear. Article 9, Section D of the By-Laws already specifies: “At all meetings of the members, 51% of the eligible votes of members must be represented either in person or by written proxy in order to constitute a quorum for the transaction of business.”

3. An amendment adopted November 30, 1980, specifying late fee charged.

“A late fee of $10 to be charged for maintenance fees not received by the l5th of each month.”

Reason to delete: The Association already has a “Rule” that overrides this with a $40 late fee. See Rule #1. While it is good to have a Board-established “Rule” that sets forth charges for late fees, such amounts do not belong in By-Laws, since By-Laws are intended to cover general regulations, not dollar amounts that should periodically change as the value of a dollar changes.

4. An amendment adopted May 6, 1981, dealing with parking rules.

“There is to be no double parking or parking outside of designated purchased spaces in the front parking lot. Cars will be towed at the owners expense.”

Reason to delete: Once again, this is a matter to be dealt with in “Rules,” not in the By-Laws. And, it is already dealt with in our Rule #4.

5. An amendment adopted May 6, 1981, setting a price for a parking space.

“The two side parking spots on either side of the purchased spaces in the back parking lot can be rented for $15 per month. Homeowners will be given priority over renters. Payment due by the l5th of each month. Cars will be towed at owners expense for late payment.”

Reason to delete: Once again, this matter should be dealt with in “Rules” or by Board action, but not in the By-Laws.