FALLS RUN COMMUNITY ASSOCIATION, INC.

Minutes of the Special Meeting of the Board of Directors

28 December 2009

Members Present:  Jake Bernard, Dan Owens & Piper, Tom Whalen, Bill Barnes, Toni Brown, Dot Foster, John Thrash

Members Absent:  None

Others Present:  Debbie Sutton, Property Manager; Ken Burke, Villa Snow Coordinator; Casey Naatjes, Finance Committee Chair; Matt Denson, Goodfellers.

I.  The special meeting of the Board was called to order at 10:00am in Conference Room 1 of the Community Center by the President, Jake Bernard.  

II.  Executive Session:  A motion was made by Bill Barnes, seconded by Toni Brown, to reconvene in executive session to discuss contract performance issues with Matt Denson of Goodfellers.  The motion was APPROVED 7-0 and the Board reconvened in executive session at 10:02am in conjunction with the Board of Directors of the Villa Condominium Association of Falls Run who were meeting concurrently.

III.  Reconvene in open session:  At 11:55am, a motion was made by Bill Barnes, seconded by Dan Owens, to reconvene in open session.  The motion was APPROVED 7-0.

IV.  Description of executive session:  Jake Bernard stated that the discussion with Matt Denson of Goodfellers had been a frank discussion of problems encountered during the recent heavy snowfall and had concentrated upon methods of improving performance by the contractor.  The contractor made a proposal for modification to the current contract which the Board will consider.  Also, a discussion of means of improving communications between the contractor, Property Manager and Board so that the community can be better informed of snow removal status occurred.  The Board will also consider a “Town Hall” meeting devoted to snow plowing concerns and the publication of a special Gazette Flyer on the subject.

V.  Board actions:  The Board next considered the following topics which resulted from the meeting with the snow plowing contractor:

               a.  Special Gazette Flyer on snow removal:  A motion was made by Tom Whalen, seconded by Dan Owens, that a special flyer be prepared, printed and distributed with the January Gazette discussing the Board meeting with the contractor and other snow plowing matters.  After discussion, Jake Bernard and Tom Whalen agreed to prepare the flyer.  The motion was APPROVED 7-0.

               b.  Article on contracting and contract procedures for Gazette:  After discussion of a request from the editor of the Gazette, Sanya Warren-Ham agreed to prepare an article for the February Gazette on this subject.

               c.  Town Hall meeting:  A motion was made by Tom Whalen, seconded by Bill Barnes, to hold an open “Town Hall” meeting devoted solely to snow issues as soon as possible.  The motion was APPROVED 7-0.  [Note: Immediately after the Board meeting, this Town Hall meeting was scheduled for 7:00pm, Tuesday, 5 January 2010, in the Community Center]

               d.  Contractor proposal to amend contract:  A motion was made by Dan Owens, seconded by Bill Barnes, to modify slightly and approve the Goodfellers proposal to alter our present contract with them by adding the following language to the end of the last sentence in the Liability paragraph “however with verbal authorization from Armstrong Management or the Board of Directors, Goodfellers will hire outside contractors when breakdowns occur that inhibit a timely snow service or when large amounts of snow are forecast.  Outside contractors will be treated as employees of Goodfellers.”  After discussion during which a substitute proposal was offered [see next item] the motion was NOT APPROVED 0-7.

               e.  Amendment to Goodfellers contract:  A motion was made by John Thrash, seconded by Tom Whalen, to amend the present contract for snow plowing with Goodfellers to delete the last sentence of the Liability paragraph as reads “Contractor is fully qualified and capable and no sub-contracting will be utilized to complete snow services.”  The motion was APPROVED 7-0.

VI.  Open Forum:  Several residents of Norwood Lane discussed the snow plowing on their street with the Board and presented photographs of the scene at their homes.

VII.  Adjournment:  At 12:35pm, a motion to adjourn was made by Bill Barnes, seconded by Dan Owens, and APPROVED 7-0.

               /s/

THOMAS J. WHALEN

FRCA Secretary

FALLS RUN COMMUNITY ASSOCIATION, INC

Minutes of the Special Board of Directors meeting of 28 December 2009

By:  Jake P. Bernard; President

               I attest that the foregoing minutes were accepted and approved by the Board of Directors at a duly called meeting of the Board of Directors on 13 January 2010.

By:  Thomas J. Whalen, Secretary