February 8, 2006
I. The meeting was called to order at
8:30a.m. by President Don R. Thomas. Board members present
were Lexis Allen, Daryl Clark, Robert Egan, LeRoy Gilsdorf,
Ernie Mongeon, Don R. Thomas and Les Yeffa.
Also present were committee chairs Earl Corin, Mike
Milnes, Dennis Myers, Cleland Noret, Wayne Jervis, Warren
Shukis and Larry Stephens.
Other Owners present were Wallace Anker, Nadya
Andrews, Ann Carlos, J. Craig Carlos, Jan Clark, Howard
Seto, Warren Shukis, Gail Shukis, Al Silver, Marcia Silver
and Nancy Yeffa. Also
present was a guest of Nadya Andrews, Audrey Branson
II. Following roll call, we
held the Pledge of Allegiance.
III.
The agenda was approved as presented.
IV. The minutes of
the Board of Directors and Executive Session of October 20,
2005 had previously been approved electronically.
The Board confirmed the previous approval.
V.
OWNERS FORUM
1. Cleland
Noret discussed the television channels in the rooms and
said we need to get more and better channels.
Don Thomas said that he would talk to Shell regarding
Lodgenet as Shell has the contract with them.
2. Dennis
Myers said the TV screens are too small and we need bigger
screens. Don Thomas said
the 19" & 20" televisions are being replaced by 27" sets.
3.
Lexis Allen asked if we
were going to get DVD players.
Mandy Vergara said we would have them in about 14
days.
4. Wally
Anker and Larry Stephens both commented on problems with the
TVs in their rooms.
5. Daryl
Clark said that he had had some problems but they were taken
care of right away.
6. Daryl
Clark asked why the reception at the Annual Owners' meeting
was going to be free this year when we are reducing costs.
Don Thomas stated the Management Team was pulling
together all of the projected costs and would compare them
with last year's costs.
The fact that we are having the meeting in the Donatello
Terrace Room as compared to the Westin St. Francis last year
is part of the cost reduction plan.
The reception after the Annual Owner´s Meeting has
always been without cost to the Owners, and we should be
saving money not having to pay a room charge at the St.
Francis. Lexis Allen
felt there should be a small charge for the reception.
7. Wally
Anker voiced concern regarding the increase in the annual
maintenance fee. He said
we need to control expenses and asked what is the current
fair market value of a PIU.
J. Craig Carlos discussed the background of the
prices.
8. Ann Carlos
asked if the committees are going to meet every quarter.
Don Thomas said if a committee doesn't have to meet
every quarter but can have an e-mail meeting they should.
About half the committees will have to meet
quarterly.
9. Ann Carlos
asked if the Management Team had ever thought of changing
the robes. They are
bulky. However, other Owners present said they like the
plush terrycloth.
10. Marcia Silver
commented that the lighting in the rooms is poor for
reading.
VI.
BOARD COMMITTEE REPORTS
1.
*MARKETING: Chairman
Wayne Jervis said the committee has suspended ads in the
newspapers for now. He is
tracking the search engines to see which ones lead to our
website. One idea the
committee is discussing is the possibility of offering box
lunches. He asked if the
CDOA could be put on the welcome screen on the TV where we
could put an activity sheet on the screen.
There was some discussion regarding this.
Wayne
also said that he was looking at Leisure Link to list our inventory
on it.
2.
*FINANCIAL MANAGEMENT:
Chairman Cleland Noret announced that Owner Greg
McKee is now on the FMC.
He also stated there is about $25,000 in dues assessments
being carried on the books that is uncollectable. Cleland
said that the committee was using the pre-audit report of
the PPCA to come up with the adjustment to our trial report.
Ernie Mongeon moved that the financial documents be
accepted and sent to the outside CPA auditor.
Motion seconded by Lexis Allen and passed
unanimously. Cleland
then said that Marie and Mandy have found that the Hotel Per
Diem services as charged by the Hotel for room occupancy is
higher than Mandy's records.
Mandy has been able to trace back $24,000 in
overcharges for 2005.
Daryl Clark moved the Board authorize a procedural audit on
a daily basis between the CDOA and the Hotel to be done by
noon every day and that Mandy go back as far as 2000 and
review the funds paid the Hotel and collect any overpayment.
Motion was seconded by Bob Egan and passed
unanimously.
Cleland said that
Marie had made up a new expense reimbursement form that
would better suit our needs.
It can also be retrieved from the website. Daryl
Clark moved the Board accept the new form.
Motion seconded by LeRoy Gilsdorf and passed
unanimously.
Cleland then discussed the
Reserve Fund Task Force and the report it
presented.
The FMC reviewed the report, which also lists budget
line
items that should
be considered capital expenses and charged to the Reserve
Account. He said the FMC accepted the report.
Les Yeffa moved that the Board adopt the report.
Ernie Mongeon seconded the motion, which passed
unanimously. Daryl Clark
then moved that $106,495.16 in expenses be reimbursed
by the Capital Expense/Reserves account.
This is to be done by a reduction of the funds owed
by the Club to the Reserve account.
Motion seconded by LeRoy Gilsdorf and passed
unanimously.
LeRoy Gilsdorf recommended that the CFO,
Treasurer, Chairman of the Investments Committee, Chairman
of the FMC, and the Board Liaison to the FMC be part of a
Cash Flow Report Task Force. Daryl Clark moved and Lexis
Allen seconded to approve the appointment of the Cash Flow
Report Task Force. A cash flow report will be generated and
provided to the Board each month.
3.
*INVESTMENTS: Board
Liaison LeRoy Gilsdorf made the report as he chaired the
committee meeting. He
said that Owner Greg McKee is also serving on the
Investments Committee.
LeRoy moved that the Board transfer $153,765 from the
Dues account to the Reserve account.
Motion seconded by Daryl Clark and passed
unanimously. The
Investments Committee will invest $165,000+ in a CD with the
best ROI. LeRoy said this
should be almost 5% for a one year CD.
It was moved, seconded and passed that we explore
becoming a member of the Patelco Credit Union.
LeRoy will come back to the Board electronically with
the program to ladder the investment of the $600,000 in the
Dues account.
4.
*EDUCATIONAL/SOCIAL EVENTS:
Ann Carlos made the report for Suella Martin, the new
committee chair. Ann said
that several events were cancelled due to lack of
participation. This next
year, the committee is going to look at fewer events.
There will be an event for the "Opening Day on the
Bay" with a cruise on the Hornblower.
There will be a "Welcome/Exchange Reception" in Club
1500 on Friday before the Annual Owners Meeting.
Ann reported that the Holiday
party netted $1,167 or $409 depending on how many Club
nights are redeemed. The
committee recommended to send $400 to the SF Senior Center
and Lexis Allen donated $100 to make it an even $500.
The committee is looking into where to hold the
Christmas Holiday party this year.
There were only 86 attendees last year.
5.
*NOMINATING: Chairman
Warren Shukis said that he and Gail are retiring from the
committee. Bob Hunter
will take the chair. The
committee will post committee persons positions needed on
the website. There will
be two positions open on the Board for election this year.
6. *RISK
MANAGEMENT: In the
absence of Chairman Monroe Johnson, Mandy Vergara made the
report. He reported that
overall, the commercial insurance premiums dropped $15,000
from the previous year.
Workmen's Comp premiums dropped in January of this year.
Regular quarterly safety inspections are taking place in the
Club Donatello. The committee recommended that we contact
one of the shelters to see if they could use the discarded
items such as old mattresses, bedcovers and other items that
we would just be throwing away when they are replaced.
7.
*CC&R's/BYLAWS/RULES:
Chairman Dennis Myers said that the committee would be
reviewing the 2006 Davis-Sterling Act.
The CC&R's will have to be changed to conform to the
changes in the Act. The
committee will have the necessary changes for the April
board meeting. Dennis
said that there have been requests from Owners with multiple
PIUs to see if they can have the anniversary dates the same.
Lexis Allen moved that the staff do a survey to see
if there is interest in a rule change to allow all of the
anniversary dates for one owner be changed to one of their
existing dates. Motion
seconded by Les Yeffa and passed unanimously.
8. HRM:
Bob Egan said that an annual HRM compliance review had been
done. There is only one
Team Member that is not a member of the 401K plan.
The goal for 2006 is to update the HRM Manual and
Team Member Handbook.
The exempt
status of employees was discussed and forwarded on to closed
session. It was recommended to change the Team member
recognition to the discretion of the Club Management Team as
long as they stayed in budget.
9. OWNER
VALUE-ADDED S&P:
There was a discussion that the committee will try and
achieve discounts for all Owners on such things as travel
insurance, quality retail stores and restaurants so that
Owners could obtain these discounts by using their Club
Donatello Gold card.
10. LEGAL
ADVISORY: Mike Milnes had circulated changes in the
Davis-Sterling Act to be used for our CC&Rs/Bylaws and
Annual Owners Meeting communications.
VII. CLUB MANAGEMENT
TEAM PRESENTION
A complete report had been given to the
Board prior to the Board meeting.
The final group of new mattresses
will be in place this month. Two new sofas
beds have been added replacing
older sofas. All rooms will be getting DVD
players.
VIII.
CHIEF TECHNOLOGY OFFICER REPORT
Wayne Jervis reported that there were
5,519 visits to our website.
He said that it could be determined where the hits
came from. Wayne said that he would like to have a private
space on the website for Owners use only.
All the Club computers have been updated and
networked.
IX.
HOTEL MANAGEMENT REPORT
Trond Aakre said
the free wifi service is in place throughout the building.
He may possibly set up a small business center in the
lobby where the telephone booths are.
With the advent of cell phones, the pay phones are a
thing of the past. Trond also updated the Board on the HVAC
situation. The air should
be back on in the rooms within a week.
IX.
PPCA REPORT
Don Thomas
reported that there would be a PPCA Board meeting on
Friday Feb.10th.
X.
OLD BUSINESS
A. Updated
Owner's Resale's Service plan is close to being finalized
with J. Craig Carlos. It
will be passed by the Board when completed and voted on
electronically.
XI.
NEW BUSINESS
A. Les Yeffa
moved that Al Silver remain as a Board Advisory.
Motion seconded by
LeRoy Gilsdorf and
passed unanimously.
B. There are
changes in the ARA LLC Reserves Report due to the new 2006
Reserves Task Force changes and it needs to be redone.
C. There has
been a change in our external CPA audit projection.
The CPA firm has merged with another company and we
need to confirm that the cost will remain the same.
Other items on the agenda have already been
discussed above.
XII.
EXECUTIVE SESSION
The Board moved into Executive
Session at 11:50 a.m. HRM matters, Legal
Matters and Confidential Owner
disciplinary matters were discussed.
No further business appearing, it
was moved, seconded and passed the meeting be adjourned.
Meeting was adjourned at 1:30 p.m
Respectfully submitted,
Leslie A. Yeffa, Secretary
Don R. Thomas, President & CEO
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