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BOARD OF DIRECTORS QUARTERLY MEETING
CLUB DONATELLO OWNERS ASSOCIATION
BOARD OF DIRECTORS MEETING
October 4, 2006
I. The meeting was called to order at 8:30 a.m. by President Don
Thomas. Board Members
present were Lexis Allen, Daryl Clark,
Bob Egan, LeRoy Gilsdorf, Larry Stephens, Don Thomas, and Les Yeffa. Also
present were Chief Technology Officer Wayne Jerves and Committee Chairs Bob
Hunter, Suella Martin, Dennis Meyers, Cleland Noret. Other Owners present
were Harry Aho, Wallace Anker, Ann and J. Craig Carlos, Earl Corin, Bruce
Dunn, Jan Clark, Hannah Goody, Marlene Hunter, Julie Jerves, E.J. Almo
Lorenzi, Javier Perez, Ken Reaves, Harry Seto, Charmaine Thomas and Nancy
Yeffa. In addition, Club Management Team Leaders and Members present were
Marie Vergara, Mandy Vergara, Bill Clune, and Rodolfo Pelaez.
II. Following roll call, we held the Pledge of Allegiance.
III. The agenda was reviewed and approved.
IV. The Board confirmed the Electronic Approval of the Board Minutes
and Executive Session
minutes of the July Board meeting.
V. OWNERS FORUM
A. Charmaine Thomas commented on how nice the new mattresses were. She asked
if we were getting new mattress pads to fit them properly so that they would
not slip. Don Thomas confirmed with Mandy that they were and this
information would be in Mandy’s report.
B. Jan Clark commented that the extra pillows in the closet were very thin.
Don Thomas responded that each room has two feather pillows and two foam
pillows available to meet the expressed needs of our Owners, some of who
prefer one or the other type of pillow.
C. The question was asked if the bedside lamps were supposed to be 3-way
lights. Several of the rooms appear to only have one setting. All the lamps
are supposed to be 3-way bulbs. Mandy will have all of them checked.
D. It was suggested to put the extra blankets and pillows in the closet in
zip lock bags to keep them clean when they are not being used.
E. The question arose regarding the possibility of having egg crate mattress
pads available for those that might want one. Mandy is looking into having
some on hand, in case of these requests.
F. The question came up regarding the updating of the Operating Cost of
Occupied/Vacant Club Room Study and how much did each room now cost us.
Cleland Noret said the study would be done by the end of October.
G. Wally Anker asked several questions. One was did we have a projected cash
flow and Don Thomas said yes we have been using one for a few years now and
that copies are available on request from the Club Administrative Office.
Wally then asked if we had a record of the price of the resales. Don
explained that we do not keep such a list but have already asked the SF Tax
Assessor/Recorder for a list of the resales recorded through their office.
This would give us the Tax Stamps, which would indicate the resale price. We
will make it available as soon as we get it. J. Craig Carlos discussed the
current market price of a PIU. Wally also asked what was the cost of the
Owner-run committee structure for comped rooms, meals etc. Don said that the
details of this information is all in the Annualized Budget and the monthly
Financial Statements and each working committee has it’s own line item so
that it is easy to track.
VI. BOARD COMMITTEE REPORTS
A. *MARKETING: Chair Wayne Jerves reported that the
occupancy was up in the third quarter, and for the Year-to-Date, exceeding
the target of 80%. The planned lunch box program planned for departing
guests has been shelved since passengers can no longer carry food on board
airliners. He also said the Club Donatello listing was changed from
“Executive Suites” to “Hotel/Motel” in the SFVCB online listing and
brochure. As part of the Owner Value-Added efforts, Wayne is in touch with a
property management company at Lake Tahoe to see if they would offer CDOA
Owners a discount for summer and winter home rentals.
B. *FINANCIAL/INVESTMENT MANAGEMENT: Chair Cleland
Noret reviewed the September budget planning meeting the committee had and
discussed the extensive efforts to come up with the budget for 2007. He said
that this year we will be able to go through October before having to use
some Reserves funds, thanks to the belt tightening that was done again this
year. Last year it was August when we encountered that cash-flow level, and
it looks like next year we may be in late November or early December.
Positive progress is being made. At the meeting of Oct. 3rd, the committee
went though the budget line item by line item and recommended that the board
adopt the balanced budget as presented. The dues will remain the same at
$795 with $650 to go to the annual assessment and $145 to Reserves. Cleland
said the committee was recommending that we go back to the period from
2000-2004 and use the current Reserves/Operating accounts formula to
recalculate the reimbursement due to the Operating Account from the
Reserves. This amount for reimbursement to the Operating account, estimated
at over $800K would be in excess of the $414,000 borrowed from the Reserves.
The recommendation is to only use the $414,000 necessary to remove the
current debt being carried on the Balance Sheet and start 2007 out of debt
to ourselves. The recommendations will be discussed under New Business.
Cleland also said that the bankers from the Bank of San Francisco came to
the meeting and discussed the availability of a new interest bearing
checking account. They are waiting to get Board approval, as this is a new
type of account that would work very well with our cash flow.
C. *EDUCATIONAL/SOOCIAL EVENTS: Chair Suella Martin
reported that the committee has made $150 profit in the various events this
year. There are currently 86 people signed up for the Christmas Party. The
centerpieces for the Christmas Party have been donated but the committee is
still looking for items for the silent auction. Carole Patton had only
reserved 50 tickets for the Jersey Boys and had to go back and get more.
There are 86 people signed up to go see the show. Suella said that the
committee is trying to set up a cooking class at Copia’s toward the end of
March. She also reported that there are 24 couples signed up for more
information on the Christmas Markets along the Danube cruise for December of
next year.
D. *CBR/S NOMINATING: Chair Dennis Myers said the committee
is recommending the acceleration of removing all smoking rooms. The
recommendation is to eliminate all of the smoking rooms by January 2008.
Dennis said that disciplinary action was being taken regarding an Owner that
used vile and abusive language to Team Members in the Lobby and on the
telephone. He also reported that the draft to the changes of the By-Laws was
nearly complete and they would be submitted to the Board for review. LeRoy
Gilsdorf said that he had previously submitted recommendations to the
committee that he felt the By-Laws should be changed to state that the
Treasurer must sign all checks and the term of the President/CEO should be
limited to three years. The committee will consider these ideas at their
next meeting and make their recommendations to the Board accordingly. The
committee also recommended that the PPCA CC&Rs and By-Laws be put into the
future updating/printing of the CDOA Owners Guide.
E. RISK MANAGEMENT: In the absence of Chair Monroe
Johnson, Mandy Vergara reported that the committee had discussed having our
Golden Eagle commercial insurance status finally changed from that of being
classified as a hotel as compared to what we really are as a timeshare. This
is something that we have documented in previous years as a concern through
our Agent, Pat Bradley, and it will save us many premium dollars. The
committee recommended that, if necessary, we take legal action against Pat
Bradley and Golden Eagle Insurance for the over charges on our insurance for
the past years. Both the CDOA and the PPCA/Hotel Donatello are looking for
new commercial insurance bids due to the excessive premiums obtained by
Shell Vacations Club for the Donatello building. Don Thomas is obtaining
competitive bids through some of the commercial insurance resources provided
by Owners E.J. Lorenzi and Monroe Johnson, and we expect to have those
competitive bids ready for presentation prior to the next PPCA Board meeting
in November.
F. HRM: Board Liaison Bob Egan said the committee would review
the performance appraisal process for the Club Management Team. He also
reported that the committee were recommending that all three Club Management
Team Members should review any 90 evaluation of a new Team Member and make a
joint decision. Howard Seto and Bob Egan are going to work with the Club
Management Team in an updated evaluation of the staffing needs.
G. LEGAL COUNSEL: Don Thomas reported for Mike Milnes
saying that we are defending a small claims action brought by a former
Owners that lost her property in a tax sale due to 5-years of nonpayment of
her taxes. We are also defending a lawsuit action regarding our prior
Workers Comp insurance carrier, as we have proved we were overcharged but
they are not refunding the money due us. The question was asked regarding
the 15th floor sauna sprinkler Grinnel lawsuit initiated back in late 2003,
and Don said that Mike Milnes is pushing for a settlement conference.
H. *CLUB MANAGEMENT TEAM: Mandy Vergara said that he
was looking into getting new sheets with 200-250-thread count. He is also
looking into getting Duvets for the beds. Mandy asked for Owner volunteers
to look at materials for upgrading the drapes and shears. He said that they
would be doing lighting upgrades in all the rooms. And lastly, he is looking
at new TVs. Mandy is trying to piggyback with the Hotel in order to get a
better price. A LCD would be better than a Plasma and the price would be
between $1,142 and $1,423. Rudolfo reported that the caulking has been
completed in six of the rooms. More are scheduled to be done. He said they
have also done a general cleaning in 27 of the rooms. They can do 3-4 rooms
a day and do it on days when occupancy is low. With the help of the Hotel
Engineering staff, all of the bathrooms now have the curved shower rods
installed.
I. *CHIEF TECHNOLOGY OFFICER: Wayne Jervis reported
that the security of credit card data given on line is now secure. There is
an ongoing effort to set several online templates with standard text. Wayne
said that the Administration Office needs updated E-Mail addresses. Many of
the current ones are bouncing back. He also reported that the Lodge Net
Welcome screen is being updated. There is also a form on the website for
everyone to use to request their reservations.
J. HOTEL MANAGEMENT: Trond Aakre said the Hotel is also
looking into the possibility of Direct TV. They need to figure out what will
interface the best. The chiller on the roof is not working properly and
Carrier is not stepping up and fixing it. He said the PPCA Board might have
to take legal action at the November meeting.
VII. PPCA
Don Thomas discussed the ongoing efforts to improve on the completeness and
accuracy of the PPCA balance sheet to reflect all of the assets owned by the
PPCA, and the prior presentations over several years on this issue. He said
the CDOA Owners should know what part of the building they own. Larry
Stephens suggested that we describe this with a building diagram showing
what is CDOA, what is PPCA, and what is Hotel. Don said we need to formally
notify the PPCA of this requirement and may need legal action to protect our
interests in the Donatello building. The CDOA will present new commercial
insurance bids and related information to the PPCA to assist in obtaining
the best insurance for all of us and again, we hope that legal action is not
necessary to achieve what is in the best interests of all of the owners
within the Donatello building.
VIII. OLD BUSINESS
A. * COLLECTION ASSESSMENTS PROGRAM: Mike Milnes had provided several
new letters to be used for the collection of delinquent assessments in 2007.
The letters were reviewed and Lexis Allen moved to accept the letters to be
used with the opportunity to change them as needed. Motion seconded by Les
Yeffa and passed unanimously.
B. BOARD
ADVISORY GROUP: Don Thomas reported that all those
former Board Members contacted have agreed to serve on the Advisory Group.
Those former Board Members are Bob Augsberger, Jane Carr, Carole Patton,
Dennis Preger, Ernie Mongeon, Cleland Noret, and Al Silver.
C. CONTRACT
FOR SERVICES: The numbers as shown in the budget
are the maximum for 2007. Daryl Clark moved we accept those numbers with the
understanding that Don Thomas will continue to negotiate for better rates.
Motion seconded by Larry Stephens and passed unanimously.
D. BANKING
INVESTMENT PLAN: Daryl Clark moved that we
continue the current investment policy into 2007. Motion seconded by LeRoy
Gilsdorf and passed unanimously.
E. FINANCIAL
MANAGEMENT POLICY MANUAL: The manual needs
updating. It was agreed that 2-3 people should be assigned to update as
needed. Those volunteering were LeRoy Gilsdorf, Cleland Noret, Al Silver,
and Larry Stephens.
F. EXCHANGE
SERVICES FEES: There was discussion of the Policy
and Procedure as presented by Quincy Moss-Lozada. It was agreed that at the
moment it would just be a flat fee per PIU. The fee is to be collected at
the time of the request and Quincy will be asked to keep a log of the time
spent doing the exchanges. Larry Stephens moved to accept the procedures as
presented with the correction of the fees to be collected at the time of
request. Motion was seconded by Bob Egan and passed unanimously.
G. PROPOSAL
OF EXTERNAL CLUB MANAGEMENT COMPANY: Daryl Clark
suggested that a subcommittee gather information and report back to the
Board. Lexis Allen said that all presentations by outside companies should
be made before the full Board. Bob Egan said he would like some input as
what do we want or need. Don Thomas suggested a Task Force be set up. Daryl
Clark moved a Task Force be formed with 2-3 people to meet with offsite
management companies. Motion seconded by Bob Egan and passed unanimously.
The Task Force will consist of Lexis Allen, J. Craig Carlos, Daryl Clark,
and LeRoy Gilsdorf. Everyone is invited to be present when the presentations
are made.
IX NEW BUSINESS
A. BUDGET AND DUES: Les Yeffa moved to accept the 2007 Budget and
Dues as proposed and previously discussed. Motion seconded by Larry
Stephens. Motion passed with Daryl Clark and LeRoy Gilsdorf voting against.
B. LOAN FROM
RESERVES TO OPERATING ACCOUNT: Daryl Clark
questioned the $414,000 loan from the Reserves. Les Yeffa moved we go back
and calculate the reserve transfers that were not made between 2000 and
2004, make the adjustments to the Reserve Account to offset the $414,000 and
remove the debt. This will be subject to review and opinion from our outside
CPA auditor. Motion seconded by Lexis Allen and passed unanimously. LeRoy
requested that our outside auditor also review having the depreciation in
the Operating Account.
C. VACATION
GUARD TRAVEL INS.: There was discussion regarding
the cost of this insurance. There is no cost to the CDOA and each Owner buys
it on an annual basis. Daryl Clark moved we offer this to our Owners at a
discount as described. Motion seconded by LeRoy Gilsdorf. Lexis Allen said
that she wants Michael Milnes to approve any documents that we sign for this
to be sure that the CDOA has no liability. Motion passed unanimously.
D. NEW
OWNERS GUIDE: Daryl Clark moved that we reprint
the Owners Guide after the 2007 Annual Meeting and that it will include the
PPCA CC&Rs and By-Laws and the Donatello building diagram showing the
relationship of the entities. Motion seconded by Bob Egan and passed
unanimously.
E. TAX
ASSESSOR/RECORDER SERVICES: Many Owners are asking
for assistance with their personal property tax bills for their Club
Donatello PIU’s. Marie Vergara has been doing this and it does take
additional staff time. Daryl Clark moved that Marie develop a procedure for
dealing with property tax issues for Owners, and is to recommend what would
be a reasonable fee. Motion seconded by Lexis Allen and passed unanimously.
Bob Egan moved we charge $100 for Tax Assessor and Billing assistance.
Motion seconded by Larry Stephens and passed. Lexis Allen and Les Yeffa
voted no as they both felt that $100 was too high.
F.
PROPOSITION 88: Don Thomas discussed Prop 88 on
the upcoming CA public ballot and the effect it could have on the CDOA
Owners. Bob Egan moved to support a No vote. Motion seconded by LeRoy
Gilsdorf and passed unanimously.
G. HRM:
Bob Egan moved that after each 90-day evaluation period of a new Team
Member, for the period of one year, the entire Club Management Team review
the evaluation report and all three sign off on the performance appraisal
and review. Motion seconded by Lexis Allen and passed unanimously.
X. EXECUTIVE SESSION
The Board moved into Executive Session at 12:10 p.m. Matters
discussed in Executive Session
included HRM matters, Legal issues, and
confidential Owner disciplinary matters.
No further business appearing, it was moved, seconded and passed the meeting
be adjourned. Meeting was adjourned at 1:30 p.m.
Respectfully submitted,
/s/ Leslie A. Yeffa
Leslie A. Yeffa, Secretary
/s/ Don R. Thomas
Don R. Thomas, President & CEO
* Complete reports are on
file in the Administration Office.
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