M I N U T E S GOLDEN RAIN FOUNDATION OF WALNUT CREEK REGULAR MEETING OF THE BOARD OF DIRECTORS THURSDAY, AUGUST 28, 2008, AT 9:04 A.M. A regular meeting of the Board of Directors of the Golden Rain Foundation (GRF) of Walnut Creek was convened by the President, Fred W. Barnes, at 9:04 a.m. on Thursday, August 28, 2008, in Peacock Hall at Gateway Complex, 1001 Golden Rain Road, Walnut Creek, California. ROLL CALL: Present: Fred W. Barnes, David H. Smith, Christine L. Folger, Paul Rosenzweig, Jane P. Carmichael, Phoebe E. Cortessis, Ronald W. Moschel, Sheldon Solloway, John C. Turnier, and Warren T. Salmons, Chief Executive Officer (CEO), exofficio member of the Board Attendance Absent: None Also present were Hazel M. Horti, Chairwoman, Aquatics Advisory ; William W. Gerecke, Chairman, Audit ; Walter A. Braun, Chairman, Finance ; Nancy Gracey Bann, Secretary, Fitness Center Advisory ; Richard S. Chakoff, Chief Financial Officer; Paul J. Donner, Director, Mutual Operations; Mark K. Heptig, Director, Golf Courses/Golf Professional; Daniel L. Schrantz, Director, Trust Operations; Paulette L. Jones, Senior Manager, Executive Services; Judith A. Perkins, Senior Manager, Human Resources;; Susan F. Ritner, Program Manager, and George Ivanov, Program Assistant, Rossmoor Television Channel; Wilma Murray, Staff Writer, Communications Department; and Enzo Tullio, Custodian/AV Technician. There being no objections, the minutes of the regular meetings of the Board held on July 31 and August 12, 2008, were approved, as written. Mr. Turnier abstained from approving the minutes of August 12 th because he did not attend the meeting. The CEO reviewed his written report dated August 28, 2008, which included the manor sales report for the period ending July 31st and as of August 21st. The report was included in the agenda package. Mr. Rosenzweig gave the Treasurer s report for the period ending July 31, 2008. The report was included in the agenda package. During the Residents Forum, David C. W. Kwok, President, Rossmoor Table Tennis Club, speaking on behalf of finding a long-term solution to housing the table tennis group, proposed that the Board consider a free-standing, lower-cost building near Sportsmen s Park at Hillside Clubhouse for table tennis rather than housing them in Minutes CEO s Treasurer s Residents Forum
Regular Meeting of the Board -2- August 28, 2008 the proposed social building at Creekside. A letter from him regarding the proposal, along with a schematic design of the proposed building, was distributed to the Board and is on file. Lorrie McCurdy urged the members of the Board to revisit the feasibility of doing the Creekside project in one phase. Carolyn Hinrichs, returning for her promised Part 2 of her traffic safety crusade, again expressed concerns regarding the lack of traffic safety in Rossmoor and again requested that a public forum be held to educate the residents and allow for discussion and problem-solving regarding traffic issues. Donna D. Kaufman, President of the Rossmoor Resident Emergency Preparedness Organization, reported on emergency preparedness matters. John H. Nutley, saying that while the idea of a MOD Handyman Service is a good proposal as it offers several benefits to subscribers, he has concerns about how it is organized and thinks that the money collected for the service should not go to the GRF but to the residents through a reduced management fee or an increased dividend. Mrs. Horti, Chairwoman of the Aquatics Advisory (AAC), summarized the report of the s August meeting, which was included in the agenda package. Discussion followed. The Chairman of the Audit, Mr. Gerecke, reported that the met with the Foundation s auditor, Moss Adams LLP, on two occasions to review the status of the audit and the draft of the audit report for the year ended December 31, 2007. He added that Moss Adams has provided and will continue to provide non-audit services for the Foundation in the preparation of tax returns, reports on the Foundation s retirement plans, and the tabulation of votes for the election of directors to the GRB. He then reported that the recommends that the Board accept the Audit as submitted. There being no objections, the GRF Audit for the year ended December 31, 2007, was accepted as submitted by the Foundation s independent audit firm, Moss Adams LLP. Messrs. Smith, Rosenzweig, Solloway, and Moschel expressed their objections to the new procedure introduced by the President at this meeting of asking if there are any objections to approving an item, and, if there are none, the item is approved rather than asking for a motion and second to approve an item and permitting discussion in accordance with Robert s Rules AAC Audit Audit Accepted Objections to New Procedure
Regular Meeting of the Board -3- August 28, 2008 of Order and in accordance with the procedure followed by the Board in the past. The President said that he is following Robert s Rules or Order. Mr. Braun, Chairman of the Finance, summarized the report of the s August meeting, which was distributed to the members of the Board and is on file. In the absence of Ms. Green, Chairman of the Fitness Center Advisory, Mrs. Bann, the s Secretary, summarized the report of the s August meeting, which was included in the agenda package, and commented on the new evening classes at the fitness center which are free to residents, noting that the average fitness center user does not come to the fitness center very often on evenings and weekends, and the classes were being offered to take advantage of that downtime. Discussion followed. In response to a question regarding the total number of fitness center classes, staff was asked to get that information. The President suggested that if a Board member has questions regarding statistics, etc., he/she should contact the CEO. In the absence of Mr. Kelly, Chairman of the Golf Advisory, Mr. Heptig, Director of Golf, reported that he is in the process of writing up all of the revenue promoting suggestions made at the special meeting of the GAC on August 19 th and will give them to the CEO prior to the budget meetings. The reports of the s meetings held on August 1 and 19, 2008, were included in the agenda package. Discussion followed. Under Unfinished Business, the President called on Mr. Smith, Chairman of the, who explained the reasons for the s recommended revisions to 102.1.4, Membership Transfer Fee. The President then recused himself from both discussion and voting on the revised based on an assumed perception of a conflict of interest because his wife is a real estate agent and turned the meeting over to the Vice President. A motion was made by Mr. Moschel and seconded by Mr. Solloway to approve, as recommended by the, a revised 102.1.4, Membership Transfer Fee (agenda attachment 8a-3). Following discussion, the vote on the motion was taken, and the motion CARRIED, with Mesdames Cortessis and Folger and Mr. Rosenzweig abstaining (Mr. Barnes recused himself from voting on the matter earlier in the meeting). As agreed at the July 31 st meeting of the Board, the effective date of the revised is August 1, 2008. The President called on the CEO who discussed matters related to the new proposed Long Range Plan program and estimated the cost of the Program to be between $130,000 and $150,000. The proposed Program is included in the draft GRF Finance FCAC GAC 102.1.4 102.1.4 Long Range Plan Program
Regular Meeting of the Board -4- August 28, 2008 operations budget for 2009 and will be considered for approval at the September 25 th regular meeting of the Board. Based on the foregoing, the President said that it would be premature to approve the appointment of members to the Ad Hoc Long-Range Planning Task Force and therefore postponed the appointments (agenda item 9a). There being no objections, the appointment of George E. Addison to the Ad Hoc Alternative Energy, effective immediately, was approved, as recommended by the President. The President called on Ms. Folger who suggested an alternative to the revised Golf Advisory (GAC) Charter recommended by the (agenda attachment 9c-2) and offered a modified version of a revised Golf Advisory Charter, a copy of which was distributed to each member of the Board and is on file. Messrs. Smith, Rosenzweig, and Solloway and Moschel objected to Ms. Folger presenting a modified version of a revised GAC Charter, saying it was not on the agenda and not in keeping with the Board s procedure to consider committee recommendations. A motion was made by Ms. Folger and seconded by Mr. Turnier to adopt the modified version of the GAC Charter dated August 28, 2008 (copy on file). Following discussion, a roll call vote on the motion was taken, and the motion CARRIED, with Messrs. Moschel, Rosenzweig, Smith, and Solloway voting no. G. Addison Appointed to Ad Hoc Alternative Energy GAC Charter Adopted Modified Version of GAC Charter The President called on Mr. Smith who explained the reasons for the s recommended revisions to the s Charter. A motion was made by Mr. Smith and seconded by Mr. Solloway to adopt the revised Charter, as recommended by the (agenda attachment 9d-2). Following discussion, the vote on the motion was taken, and the motion CARRIED UNANIMOUSLY. The President called on the CEO who commented on revising the 2009 GRF budget calendar and the reasons therefore. A motion was made by Mr. Moschel, seconded by Mrs. Cortessis, and CARRIED UNANIMOUSLY to approve a revised 2009 GRF budget calendar to include enhanced resident information/participation in the budget process. The President called on the CEO who explained his proposed Employee Performance Recognition Program, including a Management Bonus Program for 2009. Ms. Folger, Chairman of the Compensation, added that the considered the Program and recommends that the Board approve it. A motion was made by Mr. Turnier, seconded by Mr. Smith, and CARRIED Adopted Charter 2009 GRF Budget Calendar
Regular Meeting of the Board -5- August 28, 2008 UNANIMOUSLY to approve the CEO s proposed Employee Performance Recognition Program, including a Management Bonus Program for 2009 (9f-1 thru 9f-8). Before concluding, the President announced that a special meeting of the Board will be held on Saturday, September 6, 2008, at 9:30 a.m. in the Vista Room at Hillside Clubhouse to discuss individual and collective ideas and interests and identify priorities for future GRF direction/action; that there will be a joint meeting of the Board and the Finance on Tuesday, September 9 th, and Wednesday, September 10 th, at 10:00 a.m. in the Fireside Room at Gateway Complex to hear the presentation on the proposed GRF operating budget for 2009; that the next regular meeting of the Board will be held on Thursday, September 25, 2008, at 9:00 a.m. in Peacock Hall at Gateway Complex; and that there will not be an executive session today. There being no further business to come before the Board, the meeting was adjourned at 10:43 a.m. CEO s Employee Performance Recognition Program Announcements Adjournment Christine L. Folger, Secretary Golden Rain Foundation of Walnut Creek pj