Coral Creek Anglers Club Owners Association, Inc.

Coral Creek Anglers Club Owners Association, Inc. P.O. Box 375 Phone: (941) 697-9722 Fax: (941) 697-0738 Placida, FL 33946 Email: dianne.pps@embarqmail.com CORAL CREEK ANGLERS CLUB OWNERS ASSOCIATION, INC. SPECIAL MEMBERSHIP MEETING SATURDAY, APRIL 23, 2016 The duly noticed Special Membership Meeting of the Coral Creek Anglers Club Owners Association, Inc. was held Saturday, April 23, 2016 at the Association Clubhouse. The meeting was called to order at 10:00 a.m. with 13 members in attendance. Also in attendance were Association Managers Tim Freeman and Dianne Beymer. A quorum was achieved with 31.23% of the membership being represented either in person or by proxy. A quorum consists of 30% of the membership. Gordon Schiff had informed management in writing prior to the meeting that he would be audio and/or video recording the meeting. Betsy Fitter explained that this is allowed per Florida Statute 720.306 however, Florida Statutes 934 provides a debatable point in its all party consent law requiring consent, prior to recording, in certain situations. A show of hands was requested to determine consent for the meeting being recorded. The results were: 6 individuals consented to the recording; 9 did not consent. Gordon Schiff asked for a roll call of those who did not consent to the meeting being recorded. They were: Roxane Pratten, Roger and Barbara Harris, Ron Cooper, Mike and Donna Miller, Betsy Fitter and John and Leta McKinney, who identified themselves as renters of unit #126 and potential buyers. Mr. Schiff asked if renters were allowed to be present at membership meetings. Tim Freeman responded that the Declaration does not prohibit renters from attending meetings. Members have the right to exclude non-members, but do not have to. Mr. Schiff suggested taking a two-minute break to sort out this issue, but in order to move on with the business of the meeting, Ms. Fitter asked Mr. and Mrs. McKinney to leave the meeting. The Board will research this issue for future meetings. Jim Abbott stated that he was given approval to audio record the 4/21/16 Board meeting, so a precedent was set. Mr. Abbott proceeded to record the meeting. Betsy Fitter noticed all in attendance that the meeting was being recorded without regard to consent. Betsy Fitter reviewed the protocol for the meeting, which would follow Robert s Rules of Order: Members should wait to be recognized by the Chair before speaking, limit their comments to three minutes and speak no more than twice on an issue. She stated the purpose of the meeting was to discuss the three issues outlined in the members petition and take a weighted vote to determine the wishes of the members. A point of order was made by Gordon Schiff that no vote was to be taken at this meeting the 1

stated purpose was to discuss the topics on the petition. Betsy Fitter explained that the meeting notice indicated voting would take place by the paragraph heading VOTING explaining the voting procedures. Mr. Schiff said if a vote was supposed to be taken at this meeting, he would take his proxies and leave the meeting, thereby negating the quorum and no business could be conducted. Mr. Schiff stated the vote is supposed to be taken at the May 14, 2016 meeting. Ms. Fitter said that the current meeting on April 23 rd was the only meeting being called in response to the Special Meeting request by 10% of the owners. Mr. Freeman and Ms. Fitter explained the members can request a special meeting, but, per the By-Laws, it is the President s responsibility to call the meeting and to set the meeting date. Mr. Freeman further explained that none of the items on the agenda can, per the governing documents, be voted on by the membership only the Board can act upon these issues. The vote at the Special Meeting is to advise the Board in its deliberations. Ron Cooper made a MOTION, seconded by Roxane Pratten and unanimously approved, to discuss Item #1 on the agenda. Roxane Pratten said everyone was incredibly unhappy with conditions prior to Tim Freeman taking over management of Anglers Club. Mr. Freeman overlapped for a while with John Brandenberger as manager, while he learned about the association. Ms. Pratten said there are things that need to be improved, but Mr. Freeman is willing to work with the association and take input from members and the Board. Setting up committees is a good thing, but a new property management company is not necessarily the answer it would probably cost significantly more and there would be more time needed for learning. There may be some accounting issues that need to be cleared up and things could be more automated, but the books are checked annually by an accountant and there s no malfeasance. Ms. Pratten is in favor of staying with Grande Property Services. Tim Freeman responded that he did inherit problems, but now he knows the issues and is taking steps to improve. Kevin Taylor, who is under contract to purchase unit 128, addressed the audience. Mr. Schiff stopped Mr. Taylor from speaking, saying he s interested in what he has to say, but doesn t think it s proper for him to be there, as he s not a member yet, especially since Mr. and Mrs. McKinney were asked to leave. Mr. Schiff asked for a 10-minute break to speak with Mr. Taylor outside of the meeting. Gordon Schiff wants Tim Freeman to provide an answer if non-members can be included in meetings. Mr. Freeman said since this is a member meeting the members could choose to allow non-members to attend but non-members do not have a right to attend. To expedite the meeting, Betsy Fitter asked Mr. Taylor to leave the meeting. Gordon Schiff would like to terminate Grande Property Services contract and put it out for bid. He said management services are substandard, but if Grande Property Services is the best, they can be re-hired. 2

Ron Cooper said he s relatively new here and doesn t have the history others do, but he s found management to be very helpful during his construction process and on other issues. He doesn t think terminating the management contract now makes sense, but sees no problem terminating it at the end of the year and re-bidding. Roger Harris doesn t object to re-bidding the contract; he objects to Mr. Schiff s way of doing it. The management contract ends December 31 st why not wait until then to re-bid. Tim Freeman has no issues with this existing contract being terminated at the end of the year. It s not something that can be done at this meeting, so it should be put on the agenda for the next Board meeting. Betsy Fitter recommended not terminating the management contract mid-year due to potential budget impact that might require an owner assessment and service issues if Mr. Freeman was released and no replacement found in 60 days. She indicated discussion with Mr. Freeman had already taken place to revise and re-bid the contract at the year end and that he was amenable to that process. Gordon Schiff read through the termination clause of the management contract and explained each section. He explained that the association needs to act and give notice of termination of the contract at least 60 days prior to the expiration of the contract otherwise it automatically renews for another year. Mr. Schiff suggested giving notice now which would provide time to establish specifications and rebid the management contract before the required 60 day notice. Ann Breckon asked if the association currently had any specifications for management services. Betsy Fitter commented that the management contract outlines the current expectations for management. She stated this is not necessarily what it has to be going forward, there just needs to be time to determine what is reasonable to expect of the management company and what is affordable. Gordon Schiff stated that the association should not have the manager determine the specifications. Mr. Schiff feels the current management contract is inadequate. He recommended that the association write the new management services specifications. Mike Miller commented that it seems like everyone is saying the same thing. Mr. Miller did not think the whole process of writing specifications and rebidding could be done in 60 days, especially with how ineffective the Board has been in accomplishing business so far this year. Sue Abbott explained that she and her husband Jim are in the property management business. She explained that typically when you ask larger companies to bid they will give you a portfolio of their services and this could be a starting point for a committee to set the bid specifications for management services. Betsy Fitter recommended that the association should combine the proposals received from other bidding management companies with the specifications developed by the association. 3

Ron Cooper suggested that the association form a committee to evaluate the association s needs, develop specifications, and seek bids prior to the 60 day notice requirement for the expiring contract. Gordon Schiff asked what the timeframe would be for bidding and awarding the new contract. Tim Freeman stated that he was flexible on the timeframes stated in the contract and was more than willing to work with the association on whatever timeframe they come up with. Betsy Fitter suggested that a committee be established and led by Gordon Schiff to establish bid specifications, receive bids for management services and make recommendations for a vote by the Board by October 1, 2016 in preparation for a new management contract beginning January 1, 2017 so that the budget can be adjusted appropriately for 2017. Ron Cooper asked if the committee s results would be presented to all members or just the Board. Betsy Fitter explained that members always have the right to attend Board meetings and speak on any agenda items. This would be the case when a new management contract is considered. Ms. Fitter stated that she was willing to place on the next Board meeting agenda the business of establishing a committee and determining a process for moving forward. Jim Abbott commented that the association is not transparent. He stated that this could be the combined fault of not only the Board but also the members and the property manager. He noted that ultimately the Board has the responsibility to oversee the management and their actions. Ann Breckon asked if Gordon Schiff was willing to lead the committee. Gordon Schiff stated that he was willing to take on the responsibility if it was a real committee consisting of qualified people. Mr. Schiff wondered if perhaps the committee should let bidders submit proposals first before providing any specifications. He stressed the need for the Board to be transparent. Ron Cooper commented that this is the least contentious meeting he has observed so far and this should be the forum going forward. Betsy Fitter stated that she has no problem investigating ways for the Board to be more transparent. Ms. Fitter stressed that the Board needs to work together to accomplish business at the Board meetings and continue moving the association forward. She said the Board must put division aside and commit to ways of working together. Sue Abbott stated that the last couple of Board meetings have had some accomplishments Gordon Schiff agreed that the Board needs to find better ways to operate together. He stated that he was met with resistance in an attempt to be transparent. Mr. Schiff noted that recently there has been the most participation from members in a long time and there needs to be better notice for meetings. Betsy Fitter explained that short notice was required for recent meeting because business was not accomplished during the regular meetings. Ms. Fitter noted that even with the short notice, all 4

meetings have been properly noticed according to the governing documents and Florida statutes. She also commented that she does not wish Tim, Roger or herself to be attacked during Board meetings but would rather see this energy put into finding solutions and managing the association. April Schiff suggested that a notice be send out to all the members stating the Board is looking for volunteers to sit on the committee. Gordon Schiff suggested the notice be for a committee to work on bidding documents and requirements for management services effective January 1, 2017. He suggested that volunteers for the committee submit their names to the management company. The discussion moved to the request for an audit committee to review the books, records, and practices of the association. Roxanne Pratten asked what specifically prompted the request for an audit committee. Gordon Schiff responded stating the committee would look back to understand the association s history and find if there is anything significant that needs to be addressed. Roger Harris commented that an audit committee is nothing but a witch hunt and that every member has the ability to inspect the association s records, there is no need for a committee. Jim Abbott stated that he has inspected the association s records and would like help to find irregularities. Ron Cooper stated that he would like to hear what concerns there are and what the explanations are, if any. Betsy Fitter explained that the books are reviewed monthly by the Board and an independent CPA reviews the financials, books and records annually. She stated that the Board and management are willing to do things differently to make improvements, however the committee s energy should be used to move forward and not create contention from the past. April Schiff stated that she serves on other Boards which have member audit committees. She explained there should not be any harm but rather the information should be used to move forward. Ann Breckon asked if this can be done in a positive light and in the spirit of moving forward. Betsy Fitter expressed concern that the request and thus the committee s task is too open ended. She feels there is no need to inspect all the history of the association. Roxanne Pratten asked if the review could be limited to just the past year. Gordon Schiff suggested that the Board establish an audit committee at the next board meeting to review from January 2015 on. Roger Harris commented that the association pays about $3,000 for an official review by the CPA so why should the Association pay all that money if members are going to go back and do the same thing. Betsy Fitter suggested that she and Tim Freeman sit down with Jim Abbott and others with concerns regarding the association books to discuss and address their concerns. April Schiff stated that once an audit committee has been looking at the books for a of couple years, the association may be able to save money on the CPA service. Tim Freeman explained that the association is required by Florida Statute to have a CPA perform a compilation of the books. The review that the association currently has done is one step above a compilation. 5

Gordon Schiff suggested adding an agenda item to the next Board meeting to establish an audit committee to review the association records from January 1, 2015 to the present. Jim Abbott stated that he had a 3 point plan that would resolve all of his concerns and he would present it to the Board. There were no further comments regarding the request for an audit committee. Betsy Fitter commented that she felt this meeting had accomplished the discussion that was needed to advise the Board on the issues of management services and member audit. The Board will use the feedback and address these issues as a Board. There was a discussion regarding the May 14 th meeting date stated on the petition. Gordon Schiff felt that the meeting should still occur since the members were not able to vote on the issues. Betsy Fitter explained that the issues raised in the petition were all responsibilities delegated to the Board of Directors and not something that the members can vote on. Ms. Fitter explained that this meeting was called to discuss and vote on these issues and the Board would be advised based on the discussion. Since the issues seemed to have been well discussed, she saw no further need for another meeting as the request for a Special Meeting had been formally addressed. Gordon Schiff said that he would have to think about how to handle the issue of the May 14 th meeting date. Roxane Pratten asked why he alone would make that decision. He stated that perhaps the request could be withdrawn but he would need to discuss that with the requestors. The meeting adjourned at 12:33pm Roger Harris Secretary 6