Meeting Notes:

Notes are not a verbatim transcript of the events of the meeting.

Notes

Meeting of the FRCA Board of Directors

Date:  8 October 2008

Time:  7:00pm

Members Present:  Toni Brown, Don Webb, Harriet Schrader, Don Horan, Jack Mounts, Jake Bernard, Chuck Strub.

Members Absent:  None

Others Present:  Susan Manch, Armstrong Management.

I:  The meeting was called to order at 7:00pm by the President, Toni Brown.

II:  Open Forum:  The following topics were raised at the open forum:

            a:  The Board was complimented on the open, frank discussion on the proposed 2009 budget.

            b:  Finance Committee role in the budget process:  The Board noted the concerns raised by the Community Center committee regarding their budget request for a surveillance system and discussed the Board’s actions at the Budget meetings.

            c:  Concerns about renters within the community and their impact. There is need for close monitoring of renters to ensure they meet the Falls Run age restrictions.

            d:  Activity Director and Social Budget:  Toni Brown explained the actions taken at the Board’s Special Budget Meeting earlier in the day.

III:  Announcement:  Property Manager:  Toni Brown announced that Sylva Southwell has left as the Property Manager, the Board is currently in the interview process to identify a replacement and desires to reach a decision before 22 October 2008.

IV:  Don Webb made a motion, seconded by Jack Mounts, to approve the minutes of the 24 September 2008 Board meeting and the minutes of the 29 September 2008 Special Budget meeting as written.  Approved 7-0.

V:  Management Report:  Susan Manch reported that:

            a:  Some of the recent resident age census data requested has been received. A second notice will be sent to those residents who have not forwarded a completed age form.

            b:  The possible contractor for the Gladstone Drive light addition has sent a proposal with two options.  One is a single light costing about $1,800 and the second is for a T-shaped installation at about $2,100. 

            c:  Railing repair and maintenance:  This was discussed during the Special Budget meeting.  Additional information will be sought and action postponed until early next year.

            d:  Ladies Room faucet:  The faucet in the ladies room off the pool room is broken and faucets in both rest rooms there will be replaced in the near future.

            e:  Flag replacement:  The US, Virginia and Stafford County flags are being replaced due to wear.  Three of each are being ordered to ensure replacements are on hand when needed.

VI:  Treasurer’s Report:  Don Horan began with an announcement that he has moved assets where necessary and that all financial assets are now in FDIC insured CDs.  He then presented a series of motions to clear up FRCA finances:

            a:  Approval of transfer of operating funds to FRCA's Smith Barney operating

funds account and purchase of CDs:  I move that the Board of Directors acknowledge and approve the recent transfer of $100,000 from the FRCA operating funds money market account at Firstrust Bank to the FRCA operating funds money market account at Smith Barney and the purchase of up to $100,000 of FDIC insured, short-term CDs through Smith Barney with maturities up to 90 days based on prevailing interest rates.  The motion was seconded by Jack Mounts and approved 7-0.

            b:  Motion to Write Off Listed Villas' Debt to FRCA:  Because the auditor for Falls Run Community Association, Inc. (FRCA) and The Villas at Falls Run Condominium Unit Owners Association (Villas). Goldklang, Cavanaugh & Associates, P. C., has determined that both the amount of the Villas' debt to FRCA and the requirement to pay are uncertain due to failure of Koger Management Group to properly maintain records in 2005 and 2006; and because FRCA's legal counsel for this matter, Mercer Trigiani, finds that not only is writing off the remainder of the Villas' listed debt to FRCA not a breach of the FRCA's Board of Directors fiduciary duty, but that failure to write off the debt might be a breach of that fiduciary duty; and because of the good faith payment of $58,838.00 by the Villas based on their belief that their review of and responsibility for the available records for 2006 supported a debt in that amount, I move that the $124,399.31 presently carried on FRCA's financial records as "Condominium Assessments Receivable" be written off and the amount listed as "Retained Earnings" be appropriately adjusted.  The motion was seconded by Harriet Schrader and approved 7-0.

            c:  Motion to Write Off Deductible from Koger Insurance Settlement:  Because

it is the deductible from the insurance settlement for Koger Management Group's debt to Falls Run Community Association, Inc., I move that the $250.20 presently carried  on FRCA's financial records as "Account Receivable From Prior Management" be written off as uncollectible.  The motion was seconded by Jack Mounts and approved 7-0.

            d:  Motion Recommended by Goldklang, et al. to Strengthen FRCA's Position

for Federal Tax Filing Methods:  I move that Falls Run Community Association, Inc. elect to apply all or part of the excess assessment income to the following year's assessments and that such final amount shall be at the Board's discretion.  The motion was seconded by Don Webb and approved 7-0.

            e:  Snow contract:  Don Horan stated that two companies had submitted proposals to handle snow removal for the community this winter.  Kinetic requires a $3,500 retainer which would be applied to billing for hours worked; Goodfellas only requires $250 to preposition equipment when severe weather is forecast.  Also, the Villas will be using Goodfellas this winter.  Hourly rates for equipment are comparable. Don Horan made a motion, seconded by Don Webb to accept the proposal by Goodfellas to be our snow removal company for the winter of 2008-9.  The motion was approved 7-0.

VII:  Committee Reports:

            a:  Covenants:  No report.

            b:  Community Center:  Jo Schmidt stated that the committee will review the pool contracts.

            c:  Property & Grounds:  Cindy Horan reported that she had accompanied the Stafford County inspector on 6 October.  Ponds 3 & 4A passed inspection and will be released from bond.  Pond 4 is now Falls Run’s responsibility for maintenance but will not be released from bond until Pulte completes necessary work in the 3 Rivers area.

            d:  Modifications:  Chuck Heath reported that the Committee has discussed the issue of resale inspections and believes that members of both the Covenants and Modifications committees can handle this job.  All of the people involved would be familiar with the CC&Rs and the Design Guidelines.  He stated that all members of the Modifications committee had volunteered to perform the inspections.  After discussion, the Board directed the committee to proceed with this plan.

            e:  Elections:  The FRCA Board of Directors election has entered the campaign season.  Ballots will be mailed to all residents on 5 November and voting closes 17 November.

            f:  Finance:  No report.

VIII:  Old Business:  None.

IX:  New Business:

            a:  Villa Board members as concierge?  The Board discussed this issue at length and noted that the FRCA Board directly supervises the Activities Director who in turn supervises the concierges.  The Villas Board does not have this supervisory relationship with the Activities Director.  Also, it was noted that paragraph 3.7 of the By-Laws state that Directors shall receive no compensation except reimbursement for expenses. It was noted that Jim Armstrong, AMS, said in an email in Feb.2007 that Board members being paid by FRCA can jeopardize liability insurance policies and coverage's because they become paid employees of the Association.  The Board then considered two policy motions on this question:

                        1/  Toni Brown made a motion, seconded by Don Horan, to establish as policy that members of the Villas Board may serve as concierges at the Community Center.  Approved 6-1, Jack Mounts opposed.

                        2/  Toni Brown made a motion, seconded by Chuck Strub, that under no circumstances will FRCA Board of Directors members serve as concierges at the Community Center.  Approved 7-0.

            b:  Discussion:  Guarantee a Villa resident on the FRCA Board:  At the request of a resident, this item was discussed by the Board at some length.  The Board determined that there was no way to guarantee that a Villa resident would be elected at any time.

            c:  Zoysia grass in Falls Run:  The Modifications Committee has been informed that at least one resident is planting zoysia grass in the community.  The committee feels that this should not be permitted as zoysia is an invasive grass and turns brown during the winter months.  The Modifications Committee would like to change the Design Guidelines to prohibit zoysia grass in the community.  The Board directed the Committee to prepare proposed changes to the Design Guidelines for consideration at the next meeting.

X:  Open Forum:  The following items were raised during the open forum:

            a:  Pruning of trees in the common grounds of the community.  It was noted that this is not included in our present landscaping contract.

            b:  Discussion was held regarding trimming the trees blocking the streetlight at the Gladstone entrance.

            c:  Can we get a FRED busstop on our side of Plantation Drive?  Harriet Schrader said she would look into this.

            d:  15 September is recommended for the outdoor pool closing in 2009.

XI:  Upcoming meetings:

            a:  Executive session to continue hiring interviews for the Property Manager position will be at 10:00am, 17 October.

            b:  The next FRCA Board meeting will be 22 October 2008 at 10:00am.

XII:  Jake Bernard made a motion, seconded by Chuck Strub, to adjourn at 9:05pm.  The motion was approved 7-0.

THOMAS J. WHALEN

Recorder