The Association of Sea Pines Plantation Property Owners, Inc. Board of Directors Meeting September 20, 2018 On Thursday, September 20, 2018, a regular meeting of the Association of Sea Pines Plantation Property Owners Inc., (ASPPPO), Board of Directors, was held at the Sea Pines Community Center, 71 Lighthouse Road, Hilton Head Island, SC 29928. Roll Call Present: Barry Barth David Borghesi Mark Griffith Bill Johnson Richard Matthews Charles Miner James Richardson Beverly Serral Richard Speer Staff: Sandra Archer Bret Martin Amanda Sutcliffe Jones Call to Order The meeting was called to order by Charles Miner, President, at 9:00 a.m., Eastern time. Establishment of Quorum Beverly Serral With all Board Members in attendance, quorum was established. Ratify Approval of the May 17, 2018, Board Meeting Minutes A motion was made by James Richardson, to ratify approval of the May 17, 2018, ASPPPO, Board of Directors meeting minutes. The motion was seconded by David Borghesi and unanimously carried: Directors, approved the minutes of the May 17, 2018, ASPPPO Board of Directors meeting minutes, as finalized by email. ASPPPO Reports Financial Report David Borghesi The balance sheet as of June 30, 2018, was reviewed. Total assets, on an accrual basis, were $414,320.00, a decrease of $80,438, over the same period last year. The income statement as of June 30, 2018, YTD, was reviewed. Actual revenues over expenditures were $54,096, compared to budgeted ($5,263), resulting in a positive variance to budget of $59,359. This compared to a total net income of $56,938, for the same period in 2017, resulting in a ($2,842) change, year over year. o Financial statements as of June 30, 2018, show no significant issues and operations are favorable to budget through June 2018. o As of August 31, 2018, assets in the amount of $363,000 are held at Morgan Stanley and are comprised of the following: Cash - $1,000, CFI and CD - $286,000 and Morgan 1
Stanley Ultra Short Fund - $76,000. Morgan Stanley Ultra Short Fund is an AAA rated bond fund, stable value and liquid. o Returns on an annual bases are currently 1.97%, compared favorably to CDs and CFS. o A $50,000 CD matured September 19, 2018. Based on future cash needs, it is recommended the cash be placed into the Morgan Stanley Ultra Short Fund. o Par value of remaining $236,000, CFI, is $235,000. Acceptance of Financial Statements, YTD/June 30, 2018 David Borghesi A motion was made by James Richardson to accept the Financial Statements, YTD/June 30, 2018. The motion was seconded by Bill Johnson and unanimously carried: Directors, accepted the financial statements, YTD/June 30, 2018, as presented. Land Use Management Report Richard Matthews Refer to New Business, Land Use Monitor Position and Approval, Law Office of Chester C. Williams, LLC, Letter of Engagement. ARB Liaison Report James Richardson o Total Dwelling Units allowed by Covenant are 5,890. As of August 31, 2018, represented are: Class A - total lots remaining, 94; total homes, 3738; Class B - multi-family dwelling units, 1989 and uncommitted dwelling units, 63. o The August 2018 Status Report reflects: new single family residences 2; additions/alterations large 6, small 20; pools 3; commercial 3; miscellaneous 62; demo 2; new single family residence starts 2. Communications Report Barry Barth o Appreciation to Bret Martin, Amanda Sutcliffe-Jones, and Jean McElroy, for daily updated related to Hurricane Florence. o Weekly communications are extremely beneficial to community. Property Owners are encouraged to contact the Communications Director, Amanda Sutcliffe-Jones, for suggested topics to be communicated. Unfinished Business Update, ASPPPO Restated Bylaws President Miner o ASPPPO Bylaws were written approximately 40 years ago and require updating to allow the Association to function properly. o The bylaws, drafted by Governance Task Force, are available for community feedback through Survey Monkey, on the website. The survey will be open until September 25, 2018. The Task Force will reconvene to review all comments and prepare a final draft to be presented to the Board. A vote on the restated bylaws will be determined at the ASPPPO Annual Meeting, April 30, 2019. o Challenges to the restatement of bylaws, include: Provision to amend future bylaws currently takes full vote of membership. 2
The new bylaws should mirror the CSA process for ballots, eligibility and timing of votes. Yearly dues can only be raised with full vote of the membership. A property owner can only hold a single membership in ASPPPO, even if multiple residential properties are owned. Community comment was received which supports ASPPPO separate from CSA and ASPPPO Board members would be forbidden to serve on the CSA Board. Creation of 2 categories of Board support, committee and task force, with clear definition of their duties and requirements. Statement of purpose and powers need to be more robust. Our position has been that the proposed language is appropriate and that the bylaws cannot create new powers that do not presently exist. Clarification over intent of the word member. Where capitalized it means Member of ASPPPO, where not, can mean a member of a committee or board. New Business Acceptance of Financial Statements, YTD/April 2018 David Borghesi Refer to ASPPPO Reports, Financial Report. Announcement, Date of Record, Election 2018 President Miner o The Date of Record for the ASPPPO Election, 2018, is October 1, 2018. Property Owners must be an ASPPPO member by October 1, 2018, to be eligible to vote in the 2019 election. o Property Owners opting to run by petition, must submit their Nomination by Petition Form and accompanying documents by October 1, 2018. Approval, Law Office of Chester C. Williams, LLC, Letter of Engagement Richard Matthews o Letter of Engagement for Chester C. Williams was reviewed. It was decided the letter requires amendment, to include a monetary cap and provision that a budget per project, be presented to the Board for approval. ASPPPO is responsible for the cost. o The letter of engagement also requires approval from the CSA Board of Directors. A motion was made by Richard Matthews to approve the Letter of Engagement, Law Office of Chester C. Williams, LLC, as amended. The motion was seconded by Barry Barth. President Miner, Barry Barth, David Borghesi, Mark Griffith, Richard Matthews, James Richardson, Beverly Serral and Richard Speer voted in favor. Bill Johnson voted against. With the majority of the Board voting in favor, the motion carried: Directors, approved the Letter of Engagement Letter, Law Office of Chester C. Williams, LLC, as amended, to include a monetary cap and provision that a budget, on any engagement undertaking, is submitted to the committee for approval. The committee must stay within the budget unless otherwise approved by the Board. 3
Approval, Appointed Architectural Review Board Members, 2019 President Miner A motion was made by Richard Speer to approve the appointed 2019 ARB members: Paula Pierpaoli and Joy Shapiro, full members and Susan Johnson, alternate. The motion was seconded by David Borghesi. President Miner, Barry Barth, David Borghesi, Mark Griffith, Richard Matthews, James Richardson, Beverly Serral and Richard Speer voted in favor. Bill Johnson abstained. With the majority of the Board voting in favor, the motion carried: Directors, jointly approved, with Community Services Associates, Inc., Board of Directors, appointment of Susan Johnson, as alternate member of the Architectural Review Board. The one year term will begin January 1, 2019 and end December 31, 2019. The ASPPPO Board of Directors approved appointment of Arlene Pierpaoli and Joy Shapiro, as full members of the Architectural Review Board. The three year term will begin January 1, 2019 and end December 31, 2021. Approval, Committee/Board Meeting Schedule, 2019 President Miner A motion was made by Richard Speer to approve the Committee/Board Meeting Schedule, 2019. The motion was seconded by Barry Barth and unanimously carried. Directors, approved the Committee/Board Meeting Schedule, 2019, as presented. Approval, Committee/Board Meeting Schedule, 2019 President Miner A motion was made by Barry Barth to approve amendment to the Committee/Board Meeting Schedule, 2019, to include meetings in the month of October, 2019. The motion was seconded by Richard Speer and unanimously carried. Directors, approved amendment to the Committee/Board Meeting Schedule, 2019, to include meetings in the month of October, 2019, as presented. Review, Land Use Monitor Position Lee Stevens o A presentation of the function and effectiveness of the Land Use Management Committee was provided. Land Use Monitor current duties, support for growth in the position from part to full time and expanded duties, were included. o New LUM Committee processes under consideration, must be verified that they are allowable under the covenants. o The position would be CSA hire, budgeted for 2019 and service agreement drawn. HR would create position and recruit. o Presentation will be made to the CSA Board of Directors and approval from both boards necessary. These are preliminary stages and will be brought before the Board again, at a later date. 4
Board Member Comments o Discussion ensued surrounding a publically broadcast video, in which Richard Matthews, presenting himself as an ASPPPO Board member and displaying the ASPPPO logo, denigrates the effectiveness of the ASPPPO Board of Directors. Mr. Matthews neither consulted nor sought approval from the Board. o All Board Members, with the exception of Richard Matthews, voiced their opinion on the event. A motion was made by Bill Johnson to censure Richard Matthews for his actions, as an ASPPPO Board member. The motion was seconded by Beverly Serral. President Miner, Barry Barth, David Borghesi, Mark Griffith, Bill Johnson, James Richardson, Beverly Serral and Richard Speer voted in favor. Richard Matthews voted against. With the majority of the board voting in favor, the motion carried. Directors, approved censure of Richard Matthews for his actions which were contrary to the Board s acceptable standard for individual behavior. In addition, Mr. Matthews is forbidden to use the ASPPPO logo in any future videos, or print, without first obtaining Board approval to do so. There is no request to have Mr. Matthews step down from his Committee Chair responsibilities. Adjournment A motion was made by Mark Griffith to adjourn the meeting at 10:30 a.m. The motion was seconded by David Borghesi and unanimously carried. With no further business to come before the Board, President Miner adjourned the meeting at 10:30 a.m. The next scheduled meeting, of the ASPPPO Board of Directors, is Thursday, November 8, 2018, 9:00 a.m., at the Sea Pines Community Center. Respectfully Submitted, Beverly Serral Secretary 5