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BOARD OF DIRECTORS QUARTERLY MEETING
CLUB DONATELLO OWNERS ASSOCIATION
BOARD OF DIRECTORS MEETING
February 28, 2007
I.
The meeting was called to order at 8:30 a.m. by President Don
Thomas. Board
Members present were Lexis Allen. Daryl Clark, Robert Egan, LeRoy Gilsdorf,
Larry
Stephens, Don Thomas and Les Yeffa. Also present were Committee Chairs,
Herman
Harrow, Bob Hunter, Cleland Noret, Suella Martin and Wayne Jerves, Other
Owners
present were Ruth Swart, Ken Roberts, Nadya Andrews, Hannah Goody, Bruce and
Jean
Dunn, Earl Corin, EJ “Almo” Lorenzi, Marlene Hunter, Howard Seto, Julie
Jerves, Jan
Clark, Noreen Harrow, Nancy Yeffa, Michael and Sherry Burwen, J. Craig
Carlos and
Charmaine Thomas. In addition, Team Management Members present were Marie
Vergara and Mandy Vergara.
II. Following
Roll Call, the Pledge of Allegiance was lead by our newest citizen, Marie
Vergara.
II.
The Agenda was approved as presented.
III.
OWNERS FORUM
1. Jan Clark reported that there were chips in the tiles
and molding in the hallway.
Mandy will follow up with Rich as this is a PPCA
responsibility/expense.
2.
Mike
Burwen asked about the entertainment facilities in the rooms. Don Thomas
said that the Hotel, PPCA and CDOA were working together on upgrading them
and it will take place this year.
3.
Maureen
Harrow commented that there should be ventilation fans in the bathrooms.
Don Thomas confirmed that the existing vents provide only limited
circulation and the future Club Room bathrooms renovations project will
include that corrective action at that time.
4.
Larry
Stephens reported that the water faucets in 1219 needed to be cleaned
better. Mandy Vergara will follow up on this.
5.
Jan
Clark said the light in the alcove in Room 1419 was very dim. Herman Harrow
added that the reading lights need to be brighter. Don Thomas reported on
the lighting and room design consultants we have brought through several of
our Club Room units and that a proposal for corrective actions on our
overall lighting needs in the rooms will be presented to the Board later
this year.
6.
Jan
Clark also commented that it was nice to see the new bed covers. Mandy
added that some of the rooms have been updated and they are looking at
comforters and duvets for all the rooms.
7.
It was
recommended by Charmaine Thomas that any of the Club Room or facilities
ideas/questions/concerns should be put on a sheet at the beginning of each
Board meeting to save time in covering these details and still enable Mandy
to review, respond to all of these in his report and individual Owner
follow-up communications.
V. BOARD COMMITTEE REPORTS
A. *MARKETING/VALUE ADD: Chair Wayne Jerves
reported that the occupancy
for the Clubrooms was just slightlyunder the budget target of82%. He said
they have standardized the agreements for the Corporate Rewards program and
that the Family and Friends program had brought in $78,000 in revenue. The
seasonal Shop Til You Drop and the Hot Summer Nights programs have been
discontinued. They have added a new Romance package and a Business Traveler
package. There will be some small scale advertising coming on line. Wayne
said that they are going to be hosting eight Norwegian Travel Agents this
month for a Buon Giorno Breakfast and tour of the Donatello for future
bookings .
B *FINANCIAL/INVESTMENTS MANAGEMENT: Chairman
Cleland Noret said the committee recommended the Operating Account be
reimbursed $39,757 from the Reserve Account for the Fourth Quarter
transferred. Daryl Clark moved this be done by reducing the current payable
to the Reserve Account. Motion seconded by Bob Egan and passed unanimously.
Cleland stated that Board needed to transfer $33,000 to the Reserve Account
for long term investment as provided in the 2007 budget. Lexis Allen moved
this be done. Motion seconded by Daryl Clark and passed unanimously.
Cleland reminded the board that they needed to make
the transfer of the Reserve
funds from the dues account. Daryl Clark moved that we transfer $312,100
from the Dues Account to the Reserves Account. Motion seconded by Bob Egan
and passed.
C *EDUCATION/SOCIAL EVENTS: Chairperson Suella
Martin reported that the Christmas Party made $2,672 over expenses. This
money can be given to a charity or charities. The Team Members are going to
be asked if they have any particular charity that they work with and we will
also consider some that we have given to in the past.
The Jersey Boys and Legally Blond theater parties
netted $300 and $100 over expenses respectively. Suella said that the
Committee felt we should use these funds ($400) to purchase little hors
d’oeuvres plates with glass/cup holders. They can be used for the Christmas
Party and for the wine and cheese parties. Lexis Allen moved we authorize
the Committee to purchase the trays. The motion was seconded by LeRoy
Gilsdorf. Les Yeffa said that he would like to see one before he votes on
this. Lexis said there were four, five or six different styles in plastic
and any one of them would do. Motion passed with Les Yeffa voting no.
There was discussion of putting a listing of the Educational/Social
Events in the Club Rooms. Daryl Clark moved this be done. Motion seconded
by Bob Egan
and passed unanimously.
D *CBR/NOMINATING COMMITTEE: Co-Chair Bob Hunter reported the
committee had reviewed three sets of CA regulations and documents relating
to the elections. Daryl Clark moved that we accept the Rules & Regulations
recommendations and send them to the Owners for the 30-day input period
to
comply with Calif. Law. Motion seconded by LeRoy
Gilsdorf and passed
unanimously. There will be a whole new voting and ballot process this year
due to new California State Laws. The ballots must be counted publicly.
Proxies do not count toward a quorum.
The committee recommended there be three inspectors, one of
whom may be a member of the Club Management Team. Daryl Clark moved that we accept these recommendations to comply with Calif.
Law. Motion
seconded by LeRoy Gilsdorf and passed. Bob also
recommended that
5:00 p.m., March 30, 2007 be the deadline for filing
to run for the Board of
Directors. Daryl Clark moved that the updated CC&Rs
and By Law changes be sent to all Owners for voting as part of tthe Annual
Owners Meeting package as required by California State Law. Motion seconded
by Lexis Allen and passed unanimously.
Don Thomas thanked Bob Hunter and the entire CBR
Committee for all the work that they have done.
E.
RISK
MANAGEMENT: Mandy Vergara gave the report. He stated that Golden
Eagle Insurance had refunded us $38,211.02 representing the return of the
overcharged premiums due to the CDOA being classified inaccurately with the
insurance company. We also received $1,800 from Fireman’s Fund. Much of
this refund is thanks to the ongoing appeal process initiated by Mandy
Vergara, Marie Vergara and Don Thomas pursuing this through Pat Bradley’s
agency. The ongoing advice of Monroe Johnson was instrumental in that
recovery process, and also for working and getting us a lower rate on all of
our commercial insurance package as of January 2007.
F.
*HRM:
Chairman Herm Harrow reported that the new Kaiser Plan had a positive effect
with the CDOA Team Members and has a projected savings of $4,000 to the CDOA
in annual premium. He said that the Team Members were now all covered and
that we are now maintaining a Health Savings Account (HAS) for each of them
with Wells Fargo Bank. Herm also reported that the committee is working on
revisions of the HRM Manual and Team Member Handbook, and will be doing it
in parts. They are trying to complete a survey of competing boutique hotels
in San Francisco and have received confidential information from several of
them at this time. The Committee will present updated sections of the HRM
Manual and Team Member Handbook for Board review/approval rather than
waiting until the complete manuals are done.
G.
LEGAL:
Don Thomas reported for Mike Milnes saying that Mike is still pursuing
collection of recovery for the damages from the 2003 Club 1500 ladies sauna
sprinkler failure. There is a potential settlement conference being
scheduled for later this year.
VII.
CLUB TEAM MANAGEMENT REPORT (See attached Quarterly Report)
A.
*Supervisor Rodolfo Pelaez reported that they have completed several Club
Rooms for caulking repairs this quarter. He and Monroe Johnson have
completed the Quarterly Safety/Security Inspection through the building and
workspaces. At Monroe’s recommendation, they are going to remove some of the
unusable items in the 4th floor storage area. The items will
either be thrown away or donated to one of the local charity organizations
that can use these items. The storage area in the 3rd Floor back
room needs to have new secured cabinets with locked doors for the supplies
kept there. Additionally, Monroe Johnson recommended purchasing new
ergonomic desk chairs for Quincy and Marie. Rodolfo confirmed that we have
purchased all new 300 thread count bed linens for our 45 Club Room beds. We
will donate the old linens to several local charity institutions.
B *Mandy Vergara reported that he had purchased two new LCD
TVs to replace broken ones, and they are being received very positively by
our Owners/Guests in those rooms. He is not going to purchase any more until
the new cable/satellite service is formalized. He wants to be sure that
anything we purchase in the future is fully compatible with the new
cable/satellite service.
B.
*Marie
Vergara reported that she is going to consolidate some of the weekly,
monthly and quarterly reports on occupancy and related income/expenses
activity to eliminate duplication of effort and data profiles.
VIII.
*CHIEF TECHNOLOGY OFFICER Wayne Jerves reported that individual e-mail
addresses have been removed from the web site to avoid spam being sent
out.
Vacation Guard Insurance is now available to Owners at a discounted rate
that CDOA negotiated for our Owners, and is highlighted on our WEB page. He
said that the Security Certificate for the web-site had expired and was
quickly renewed to ensure ongoing security of those types of transactions
through our WEB page.
IX.
HOTEL MANAGEMENT Trond Aakre commented that they have upgraded the Board
Room. It is easier to use and they have a built-in ceiling mounted
projection screen. He has been talking to Comcast about getting cable into
the building. Lodgenet is not working out and he will be canceling them as
soon as the contract is finished. The new cable network will have 80
channels. Trond said that the PPCA would be spending $12,500 in Club 1500
which will include replacement of carpeting, reupholstering the sofas and
chairs. He said that they are going to take out the telephone booth in the
lobby as it is not used much anymore, and put in a wireless computer
cubicle. You will need to use your room keycard to get into the computer
cubicle. The use of the computer will be free but there will be a charge
for paper if someone wants to print something. The Front Desk will give
complimentary paper though to print out an airline boarding pass, as this is
a new amenity being provided by other finer hotels.
X. PPCA Don Thomas said there is an opportunity to pay off the Bank
of America loan early. The PPCA is negotiating with the bank. As of
December there was still $661,000 owing. After the current payments for
January – March, the balance is just over $600,000, and they think that BofA
will take the collateral, which is close to equal that amount and payoff the
loan. Our $100,000 collateral is part of our Reserves Fund and will reduce
our reserves by that amount. Daryl Clark moved that immediately after the
payoff, Don Thomas was to request that the PPCA reduce our monthly payment
to them by the amount of our portion of the monthly bank loan payment.
Motion seconded by Larry Stephens and passed unanimously.
Don concluded his report by saying that the PPCA will show the
PPCA assets on their balance sheet by the end of March. The CDOA can then
use that updated Asset number to put our portion of the PPCA assets on our
CDOA Balance Sheet. We own slightly over 31% of the PPCA’s Assets as our
holdings within the Donatello building, including the land.
XI. OLD BUSINESS
A.
Task
Force – External Management Options: LeRoy Gilsdorf gave each Board
Member copies of RFPs from three different companies. As no one had an
opportunity to review them earlier on the Task Force or the Board of
Directors, it was decided that we would all get back to LeRoy with our
thoughts and questions by March 9th. LeRoy will consolidate them
and send those out to the Board. We will discuss it further at the April
Board meeting.
B.
*Resales:
J. Craig Carlos discussed various programs and ideas for an updated resales
program. He feels that it is very necessary for us to have an in-house
sales program, which would include workshops and presentations. Don Thomas
encouraged consideration of holding a quarterly educational seminar and
asked J. Craig to layout a program to include this service to our Owners.
J. Craig recommended that the program include an in-house welcome letter or
brochure, a welcome greeting call when people have checked into their Club
Donatello rooms, and to have something about re-sales in the Weekly Welcome
Event package on Friday afternoons.
C.
CPA Audit
Report: Don reported that we should have the full and complete independent
CPA Audit Report from the Larson Allen firm by the April Board meeting.
D.
Reserves
Study Report: It was reported that we would have the completed report from
ARA, LLC by next week for FMC and Board review and future action.
XII. NEW
BUSINESS
A.
Annual
Owners’ Meeting: There will be a working lunch Board meeting on
May 11th. Each committee chair and officer should
have their one page report ready
by the April 5th Board meeting so they can be consolidated for
the printed copy of the Annual Owners’ Meeting Report.
There will be a complimentary Exchange Seminar up in Club 1500 from 4:00
until 6:00 on May 11th . There will be a complimentary Buon
Giorno Breakfast in the Terrace Room from 8 AM – 9 AM on the morning of May
12th and the PPCA Annual Owners Meeting will be held there from 9
AM - 10 AM, and the CDOA Annual Owners Meeting will be held there from
10:15 AM – 11:45 AM. There will be a complimentary wine, cheese, and hors
d’oeuvres Reception for all CDOA Owners up in Club 1500 from 12 noon – 1:30
PM following these meetings.
B.
*CDOA
Planning Calendar for 2007: Daryl Clark moved to adopt the calendar as
presented. Motion seconded by LeRoy Gilsdorf and passed unanimously.
C.
Liquor
License: Bob Egan asked about the liquor license that had been discussed a
year ago. Due to liability concerns it was decided to leave things the way
they are with no liquor in our Club Room minibars at this time.
D.
Room
Reservations: With the new RSVP Form on our website for Board and
Board-appointed Committee meetings, it was decided that all Owners serving
in these capacities would have to make their own reservations, instead of
the Board Secretary doing. It.
XIII.
EXECUTIVE SESSION
The Board moved into Executive Session at 11:45 a.m. HRM
matters, legal matters, confidential Owner disciplinary and internal Board
communications matters were discussed.
No further
business appearing, it was moved, seconded and passed the meeting be
adjourned. Meeting adjourned at 1:45 p.m.
Respectfully
submitted,
.
Leslie A.
Yeffa, Secretary
.
Don R.
Thomas, President & CEO
* Complete reports are on file in the Administrative Office.
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