FIELDCREEK ESTATES

BOARD OF DIRECTORS MEETING

Wednesday, March 24, 2004

5:30 p.m.

Wolf Run Golf Club, Founders Room

1400 Wolf Run Road, Reno, Nevada

MINUTES OF MEETING

Present:          Gary Valiere (Acting President & Secretary), George Toto (Director), Bob Canter (Treasurer)

Absent:           Steve Cohen, Mary Ellen Wilkinson

Also Present:  Kristi Stillwagon (EBMC), Pamela Fox (to take Minutes)

I.                   CALL MEETING TO ORDER/ROLL CALL

Acting President Valiere called the meeting to order at 5:35 p.m. with a quorum of three members present.

II.                MEMBERSHIP FORUM

A.     Bill Jastrow, resident, stated that he and Pablo Gomez, who was a candidate for the Architecture Committee, were also a member of the Wolf Run Men’s Club, which meets at 6:00 p.m. this evening.  He requested that if there was a need for Mr. Gomez to speak regarding his reasons for applying to the Architecture Committee that it be moved up on the agenda, if possible, in order that they could attend the meeting at 6:00 p.m.  Board member Canter replied that the meeting would not be lengthy.

III.             MINUTES

There were no Minutes presented for approval.

IV.              FINANCIAL REPORT

There were no financial reports presented.

V.                 COMMITTEE REPORTS

There were no Committee Reports presented.

VI.              OLD BUSINESS

There was no old business presented for discussion or action.

VII.           NEW BUSINESS

A.     Accept resignation of Board members Steve Cohen and Mary Ellen Wilkinson

Bob Canter moved to accept the resignations of Steve Cohen and Mary Ellen Wilkinson as of this time.  George Toto seconded the Motion.  Motion carried unanimously.

B.     Appoint new Board members to vacated positions – Board member Canter announced that there were two positions available on the Board and stated that two applications had been received.  Board member Canter reviewed the qualifications of the applicants, David A. Collier and Leonard A. Distaso.

Bob Canter moved to appoint David Collier to the one-year position term which Mary Wilkinson had vacated.  The unexpired portion of the two-year term, which is well vacated, then Mr. Collier’s term would then expire in May 2005.  George Toto seconded the Motion.  Motion carried unanimously.

Bob Canter moved to appoint Leonard Distaso to the unexpired term of Steve Cohen which will expire in May 2004.  George Toto seconded  the Motion.     Discussion followed.  Board member Canter stated that Mr. Distaso has indicated that he will run for election to the Board when the current term has expired.  Motion carried unanimously.

C.     Election of Officers – President and Vice-President – Board member Canter stated that he had previously spoken with Board members Distaso and Collier and they both indicated they would be willing to accept an officer position, if elected.

Bob Canter moved to elect David Collier for President.  George Toto seconded the Motion.  Motion carried unanimously.

Board member Canter stated that a vice-president is not required under NRS Chapter 82.  He reported that, under this statute, only a president, secretary and treasurer are required.  He also stated that one board member may hold more than one position.  A short discussion followed.

Robert Canter moved to elect Leonard Distaso for Vice-President.  George Toto seconded the Motion.  Motion carried unanimously.

D.    Appoint new member to Architectural Committee – Board member Canter announced that there were two applications, which had been received previously, for the position.  He stated that Patty Howell had applied on November 9, 2003 for the position; however, he had been unable to contact Ms. Howell to confirm that she was still interested in serving on this committee.  The other applicant, Pablo Gomez, was in attendance and had indicated his desire to serve on the committee.

Robert Canter moved to appoint Pablo Gomez to the Architectural Committee.  George Toto seconded the Motion.  Motion carried unanimously.

Acting President Valiere requested confirmation that this committee was now fully appointed.  Board member Canter confirmed this fact and stated that the committee now needed to meet to elect a Chairperson.  Board member Canter stated that one of the responsibilities of the Chairperson is to provide a committee update, in person or via a report, for the Board meetings.

E.     Establish meeting date, time and place for May members meeting -  Board member Canter reported that the meeting was previously scheduled for Saturday, May 15, 2004 in the Founder’s Room.  He stated that there was a conflict in holding the meeting at this time in the Founder’s Room.  Board member Canter provided some alternative dates, times and locations for the Board’s consideration.  Acting President Valiere suggested that the original date and time would be preferred.

Robert Canter moved to hold the meeting on Saturday, May 15, 2004 at 9:30 a.m. at the Public Library on Wedge Parkway.  George Toto seconded the Motion.  Motion carried unanimously.

Board member Canter announced that he had reserved the library area from 9:00 to approximately l2:00 p.m.  The meeting duration is expected to last until approximately l0:30 a.m. 

Board member Canter reviewed the potential scheduling conflicts relating to the Founders’ Room.  He stated that this is the room scheduled for Board meetings; however, if the room is sold for events on a meeting date, the meeting must be held at an alternative site.  Board member Canter stated that advance notice of fourteen days is required when this situation occurs.  He suggested that, in this event, the Board might meet in the World Run Golf Club office downstairs or at the public library.  Board member Canter stated that the possible use of the office had not yet been discussed with the manager.

F.      Review/approve refreshments for May members meeting – Board member Canter announced that there are several entities which will provide light refreshments for the meeting at a cost of $5.00 to $8.00 per individual.  He stated that the issue is attempting to compute the number of meeting attendees.   Using an example of the quorum number of 80 attendees, he stated that the cost could then be computed between $400 to $640 for the meeting.  Board member Canter stated that an alternative is to not offer any refreshments. 

Shirley Bria, resident, suggested assigning this task to the welcoming committee.  It was stated that the welcoming committee is currently composed of one individual.  She next  suggested that an individual purchase pre-packaged items at a bakery and juice from a local store, such as Wal-Mart.   The Board supported this suggestion and requested a volunteer.  Ms. Bria volunteered to order and pick up the refreshments.  The refreshments will be composed of pre-packaged goods, juice and coffee.  Board member Canter stated that there is a small coffee stand in the library, which may be available to provide the coffee.

G.    Establish procedures for collecting annual meeting ballots/proxies from EBMC – Board member Canter requested an update regarding this procedure from Kristi Stillwagon, property manager from EBMC.  Ms. Stillwagon stated that a procedure had not yet been established.  She suggested that a homeowner volunteer or member pickup all ballots received the Friday before the meeting.  Board member Canter requested to know if Eugene Swizer would volunteer to pick up the received ballots and proxies at the EBMC office on May 14, 2004 and transport them to the meeting on May 15, 2004 for counting.  Mr. Swizer agreed to complete this task.  Ms. Stillwagon stated that the ballots and proxies will be placed in a box for easy pickup.

H.    Consider request by attorney to meet with Fairways representative to reduce dues amount – Board member Canter reported that he provided their attorney, Gayle Kern, with the information in the Board package relating to this issue.  He stated that he has phoned Ms. Kern twice, but has not yet received a response.   

Board member Canter gave a brief summary of this request.  He explained that when Fairways was established units 12a and l2b of the original Fieldcreek Estates subdivision were annexed to the Fairways.  These properties then came under the jurisdiction of their CC&R's.  He stated that, at the time, the Fieldcreek Estates Board did not act.  Because the Board would not act, he and George Forman contacted the Director of Planning and the Assistant District Attorney regarding this matter.  It was the opinion of the Assistant District Attorney that this created an inequality to be addressed at the time of approval.  To solve the inequality, the approval of the Fairways CC&R's contained the condition that the annexed lots continued to pay the same dues that Fieldcreek lots pay to Fieldcreek.  The result of this decision is that Fieldcreek Association can potentially receive dues on 451 lots, although there are only 387 lots in Fieldcreek Estates encumbered by the CC&R's.

Board member Canter stated that, although it is in the Fairways CC&R's to pay the Fieldcreek dues, it has continued to be an issue with the Fairways residents.  He reported that currently, the Fairways residents are requesting to pay a reduced fee to Fieldcreek Estates.  Board member Canter stated that the CC&R's for Fieldcreek provide little latitude in this matter.  He stated that, in his opinion, the Board can make no modification to the assessments, based on the regulations in the CC&R's.  He stated that unless the CC&R's are modified, any reduction of rates would not be possible. 

Jim Timperley, resident, suggested that writing one check to Fairways, rather than writing a separate check to Fieldcreek would assist in alleviating the aggravation felt by Fairways’ residents.  Board member Canter replied that the two entities have different property managers and different accounting systems.  He reviewed the differences and explained some of the issues relating to the title companies.  Board member Canter suggested considering the merging of the two associations.  This would spread the administrative costs equally over all lots; the Fairways would still pay their own costs for the amenities. 

Mr. Timperley pointed out that one of the sales points is that the Fairways have their own association.  He requested to know if Board member Canter was going to propose this suggestion to the attorney and the membership.  Board member Canter reviewed the possibilities, including a master association.

A resident stated that one of the concerns which arose in the past relating to merging the two associations related to the reserve requirements.  Board member Canter stated that the reserve requirements would be different, but that it would not be a burden on Fieldcreek residents, as there would be two reserve sections.  He stated that Fairways’ reserve for such things, as their road maintenance, would continue to be collected from the Fairways’ residents.  Board member Canter gave a brief review of the provisions provided for this situation in Chapter 116.  He stated that one of the original determinations for two associations was the fact that Fieldcreek Estates Homeowners Association would not have approved the gated and private roads at Fairways.

Robert Canter moved that we advise the attorney that she needs to meet with the Board to establish why any discussion with Fairways representatives on this issue is in the best interest of Fieldcreek Estates Association.  George Toto seconded the Motion.  Motion passed unanimously.

Acting President Valiere commended Board member Canter on the document he wrote relating to this matter.

VIII.        DISCUSSION ITEMS

There were no additional items for discussion presented.

IX.              CORRESPONDENCE

There was no additional correspondence presented for review or discussion.

X.                 SCHEDULE NEXT BOARD MEETING

Board member Canter announced that the next Board meeting will be held on Wednesday, May 5, 2004, at 5:30 p.m. in the Founders’ Room.

XI.              ADJOURNMENT

There being no further business, the meeting adjourned.

Robert Canter moved to adjourn the meeting.  George Toto seconded the Motion.  Motion passed unanimously.