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CLUB DONATELLO OWNERS ASSOCIATION
BOARD OF DIRECTORS MEETING
April 5, 2007 

II.       The meeting was called to order at 8:30 a.m. by President Don Thomas. Board members present were Lexis Allen, Daryl Clark, LeRoy Gilsdorf, Larry Stephens, Don Thomas and Les Yeffa.  Bob Egan was excused. Also present were committee chairs Herm Harrow, Dennis Meyers, Cleland Noret, Wayne Jerves and Mike Milnes.  Other Owners present were Noreen Harrow, Julie Jerves, Ken and Loretta Reaves, Hannah Goody, Nadya Andrews, Bob Hunter,  Esther Milnes, Howard Seto, Charmaine Thomas and Nancy Yeffa.  Team Management members present were Mandy Vergara and Marie Vergara.

 II.                  Following roll call, we had the Pledge of Allegiance.

 III.                   The agenda was approved as presented.

 IV.                   The Board confirmed the Electronic Approval of the Board Minutes and Executive  

Session Minutes of the February Board meeting and Actions Without a Meeting transactions since February 28, 2007.

 V.                 OWNERS OPEN FORUM

Comments regarding Club Rooms were written and given to Mandy Vergara for follow up.  Those comments are on file with the minutes in the Administrative Office.  Other comments:  LeRoy Gilsdorf commented that the new floral arrangements were very nice throughout the building and were much better than they had been.  Don explained the new person handling the arrangements for the Hotel was also doing it for the Club.

Don Thomas recognized Harry Aho, Cleland Noret and Nancy Yeffa for still being active on their respective committees even though they were ill or recovering from surgeries.

Wayne Jervis discussed how we donate funds and discussed how USF works with various charities to increase funding and their students become involved in them.  It is coordinated through the Learning Service Center at USF. He suggested that next year, we consider this when making a donation of funds after our CDOA Christmas party.

VI.        COMMITTEE REPORTS

A.      *MARKETING:  Chairman Wayne Jervis reported the committee did not meet this quarter.  However, the discounted Travel Guard Insurance for our Owners is now in place and can be obtained on line.  He said they are also working with the San Diego Rep for discounts to the theater there.

B.      *FINANCIAL MANAGEMENT:  Chairman Cleland Noret reported that the committee had reviewed the draft report of the independent CPA Audit.  He said the internal Debt to Reserves account had been removed as approved at the last Board meeting.  The final report should be ready in 2-3 weeks, in time for the Annual Owners Meeting.  He also reported that they had discussed the January and February financial reports.  Cleland said that with regards to the proposed changes in the FMC Manual, the reimbursement rate for mileage was less than the IRS approved rate.  He concluded by saying it was necessary for the Board to approve the transfer of $37,844 from the Reserves Account to the Operating account for the first quarter.  Les Yeffa moved this be done. Motion seconded by Lexis Allen and approved unanimously.

C.      EDUCATIONAL/SOCIAL EVENTS:  Lexis Allen reported that there was $2,500 surplus of revenue over expenses from the Christmas Party and that the committee was recommending the funds go to The Covenant House of Calif. in Oakland, which is a charity that Quincy Moss-Lozada is in contact with for a future local fund-raiser event.  The committee had requested suggestions from Team Members for charities that they work within the community.  Daryl Clark moved we donate the funds as recommended.  Motion seconded by LeRoy Gilsdorf and passed unanimously.  Lexis also stated that there would be an Exchange Seminar in conjunction with the Annual Owners Meeting.  There have been tickets reserved for the ballet for the evening of May 11th and Owners may sign up on line for tickets.  The committee is working to set up a Movie Tour of San Francisco to correspond with the July Board Meeting.  They are also going to plan a cooking class at either Copia or the SF Chronicle. The Christmas Party will be in the Alexandria Room (top floor) of the Westin St. Francis this year. The negotiated price will be the same at $100 per person.

D.      *CBR/NOMINATING:  Chairman Dennis Myers discussed the new election rules for the CDOA as mandated by the new state laws governing Timeshares and Condominium Associations.  There are six Owners that have been approved as qualified candidates for the Board of Directors.  The primary election inspectors will be Ken Reaves, Jane deKelaita and Mandy Vergara.  Additional inspectors, if needed will be Dennis and Kathy Myers.  Daryl Clark moved the Board confirm the three inspectors and the two back up inspectors.  Motion seconded by Lexis Allen and passed unanimously.  Dennis reported the committee had discussed one Owner disciplinary problem and that he was going to write a letter to have the Owner meet with the committee. 

There are several changes that still need to be made to the By-laws as part of the ballot that is being sent to the Owners asking their approval for the changes the CBR committee and the Board have approved.  The final draft will be sent to the CBR committee and the Board electronically for final approval.  

E.      RISK MANAGEMENT:  There was no quarterly meeting this quarter.  There have been two refund checks received for overpayment of last year’s insurance premiums.  The new lower premiums for 2007 are thanks to the work of Owner, Monroe Johnson.  The deposited checks should be shown under Other Revenue on the financial statement.

F.      *HRM:  Chairman Herm Harrow reported the committee had discussed the revisions to the PTO policy.  The committee recommended that the Board of Directors fund the Team Member’s Health Savings Account deductible every year based on an annual review.  The CDOA’s contribution will remain the same as it has been for this year.  LeRoy Gilsdorf moved that this be approved.  Motion seconded by Larry Stephens and passed with Daryl Clark abstaining. There will be future proposals regarding the possibility of Team Members being able to make voluntary pre-tax contributions up to the IRS maximum for individual and family plans; however, this will be reviewed later in this first year of the new plans operations. 

G.     LEGAL:  Mike Milnes said that he had attended the Community Association Institute on March 17th and 18th.  One of the seminars included discussion of a CA bill requiring that all Board members of Homeowner/Timeshares Associations will have to attend a three hour seminar.  There are currently 41,000 Homeowners Associations in California.   He said we should pursue having our three Club Managers become certified. It is $95 a day for an eight-hour session and is three days long.  They would then receive a certification from the Community Association Management. This is going to be one of the new requirements in the future.  Daryl Clark moved we establish a plan for the Club Management Team Members to obtain the appropriate certifications.  The motion was seconded by Lexis Allen and passed unanimously.  There was a question if the Inspectors of Election were covered by our D&O insurance and it was confirmed that they are indemnified under that policy.

H.      *CLUB MANAGEMENT: 

Mandy Vergara said that the 310 thread count sheets would be put into use in May. It would have been sooner, but UPS misrouted several cases of them.  He also said that three more flat screen TVs are now in the Club Rooms to replace old ones that had broken down.

Marie Vergara stated that the Income Summary report has changed and that 96.6% of the Owners have paid their dues for this year. Only 78 Owners are delinquent at this time, however, the next stage of collections and Small Claims Court filings will be taking place in the coming month.

 

 VII         *CHIEF TECHNOLOGY OFFICER: Wayne Jerves reported that our Security Certificate for the web site had been renewed. 
              He is now able to track the Owners making reservations on line. He has set up a separate page for the Board to make their
              reservations for Board meetings.  Don Thomas also announced that Wayne has taken the job of being our new Communiqué
             Editor.  Big round of applause for Wayne.

 

VIII.      OLD BUSINESS

A.       EXTERNAL MANAGEMENT TASK FORCE REPORT: LeRoy Gilsdorf reported that based on the replies from the Task Force and Board members, it confirmed that a majority of the Board did not see any further value in pursuing  these companies.  So he did not proceed any further.  Don Thomas recommended that communicate back to the firms thanking them for their time and effort.  After a discussion, LeRoy moved that we offer one comp night to each firm as a thank you.  The motion was seconded by Larry Stephens and passed unanimously.  LeRoy is to draft a letter and pass it by the Board.  As this was a question raised by a few Owners, we have a responsibility to the Owners to explain why the Board has decided to not pursue the use of any outside management firm at this time.  The Task Force will draft a summary for Board review and approval prior to the Annual Owners Meeting. 

 

B.       CPA AUDIT REPORT STATUS:  Cleland Noret, Larry Stephens, and Marie Vergara are still sending clarifying information back to the Auditor regarding the PPCA valuation and how it will flow over to the CDOA financial statement.

 

C.   RESERVE STUDY STATUS 2007:   The ARA, LLC Reserves Study projection was received.  The Current Funding Model is the one being sent to the Owners with the Annual Package.  In 2008 we should consider moving up to the next higher level rather than the Current Funding Model.

 

D.      ANNUAL OWNERS MEETING:  All the Board members plan to attend the Board meeting on Friday May 11th and the PPCA and CDOA Annual Meetings on May 12th.

 

IX.        NEW BUSINESS

 A, There was discussion as to where the new policy draft that was circulated should be updated for CDOA Travel and Reimbursement - HRM or FMC manuals.  Because there is money involved, Daryl Clark moved that the policy be part the FMC manual with a cross reference to the HRM manual.  Motion was seconded by Lexis Allen and passed unanimously.

 

C.       Mileage Reimbursement.  There was discussion regarding the current reimbursement for mileage and what the IRS allows.  The CDOA currently allows 37.5 cents while the IRS is 47 cents.  As a higher amount was not built into this year’s budget we did not want to make a major impact on the line item by making a major increase in the reimbursement.  Daryl Clark moved that we increase the mileage reimbursement to 40 cents beginning May 1, 2007 and increasing it to the IRS guideline on January 1 2008.  Motion seconded by LeRoy Gilsdorf and passed unanimously.

 

X.         PPCA BOARD PRESENTATON:  Don Thomas reported that the Bank of America had agreed to an early loan payoff without penalty. This should take place on May 1, 2007.  We need to look at a reduction of our monthly payment to PPCA, which has included our portion of the monthly loan payment.  Don said this should not be a problem as it has already been discussed with the other PPCA Board members, as it also impacts on PPCA, HOA-West and CDOA.  We do need to set up a capitalization of the sprinkler system.  The independent earthquake analysis of the Donatello building has not been done yet, and this is being followed up to make sure that we have it completed for use prior to the renewal of our next year’s commercial insurance and earthquake insurance policies for PPCA.

 

XI.        EXECUTIVE SESSION

            The Board moved into Executive Session at 12:00.  HRM Matters, Legal Matters and

            Confidential Owners Disciplinary Matters were discussed.

 

No further business appearing, it was moved, seconded and passed the meeting be adjourned.  Meeting adjourned at 1:25 p.m.

 

Respectfully submitted,

  

                                              .

Leslie A. Yeffa, Secretary

  

                                                          l

Don R. Thomas, President & CEO