SPRING CREEK ASSOCIATION
BOARD OF DIRECTORS MEETING MINUTES
JANUARY 27, 2010

CALL TO ORDER:Chairman Dean called the Regular Meeting to order at 5:30 p.m.

DIRECTORS PRESENT:Chairman Lance Dean, Director(s) Terry Lister, Bob Collyer, Mike McFarlane, Fritz Sawyer, Robert McGinty and Dena Hartley

DIRECTORS ABSENT: None

CORPORATE OFFICERS PRESENT:Mary Winter – President
Adele Nylander - Secretary
Kristine Preston – Treasurer

CORPORATE OFFICERS ABSENT:None

ATTORNEY PRESENT:  Katie Howe McConnell.

PLEDGE OF ALLEGIANCE

COMMENTS BY THE GENERAL PUBLIC:
Jim Jefferies, Tract 200, addressed his concerns regarding the current public comment period, proposed a change in the voting process, and stated he is against waiving assessments for any SCA members. 

Phyllis Anderson, Tract 100, and Don Steen, Tract 100, both addressed comments made at the last BOD meeting regarding the reinstatement of Phyllis Anderson and Tammy Bawcom to the COA.  Mrs. Anderson concluded by thanking Director(s) Collyer and Lister for always supporting the COA and for being able to serve for the last four years.

Dorothy Hull, Tract 100, stated she is appalled to have been notified that her agenda item was tabled by one Board member and not decided upon by the whole Board.  Charlotte Parker, Tract 400, stated her opinion regarding Agenda Item #6, requested clarification on Agenda Item #5, and is not in agreement for a waiver of assessments in Agenda Item # 7.

Presentation and commendation to Tammy Bawcom and Phyllis Anderson for their service on the Committee of Architecture:  Tammy Bawcom was not present.  Phyllis Anderson came forward and accepted her plaque for her years of service.   Director Collyer saluted all past and present COA members for their service. 

Presentation by Gary Porter & Company regarding the 2009 Annual Audit and SCA Reserve Study:  Mr. Porter mentioned that a “draft” audit report was presented to Staff at approximately 4:30 this afternoon and that they would continue to work with Staff until its completion.  He shared his findings and conclusions with the Board and members.  He mentioned that Staff and Board should be commended for all they are doing with the assessment fees and appreciated the cooperation by Staff during the audit.  Further discussion ensued regarding clarity regarding the reserve balance funding and the availability of Mr. Porter to do the audit and/or summary at a later date when everyone has been able to review the report.   Director Sawyer requested an executive summary in Mr. Porter’s management letter.   

BOARD OF DIRECTOR COMMENTS:
Director Lister read and provided a written statement he wrote after the last meeting regarding members of the BOD attending COA meetings.  Director Collyer mentioned several items: for the record, there were some procedural problems with past meeting and they have been addressed to avoid problems in future meetings; BOD and COA training and orientation to be conducted in open meeting; he agrees with Mr. Jefferies regarding the public comment period; he respectfully requested that Chairman Dean change the public comment forum back to the way it was before;  he believes legal counsel at the meetings is necessary to provide guidance and advice to the Board; lastly, a lot of letters have been received regarding the roundabout issue, he wants to point out again that the Board has no control or jurisdiction over any state highway or intersection on any state highway, and that it is not, nor has it ever been, the Board’s duty to decide on traffic flow issues on any state highway. 

Director Hartley stated the current format regarding public comment is legal but she does prefer the old format.  She mentioned the roundabout was a done deal.   She believes the Board needs to be prudent and make the best decisions they can to represent the Association.  Director Sawyer mentioned the Nevada Division of Environmental Protection has issued an Order to Spring Creek Utilities stating what they are required to do and their timeline, providing quarterly updates to NDEP on the arsenic project.  He also stated that Mr. Trout has received clarification on the issue of sewer hook-ups for the apartment and condos owners, PUC is moving forward to resolve this issue between the two Tariffs.       

REVIEW, DISCUSSION, AND POSSIBLE APPROVAL TO APPROVE A TWO YEAR CONTRACT WITH TODD SHOUSE, TEAM GREEN INC. FOR LANDSCAPE AND MAINTENANCE AT SCHUCKMANN’S , FIREHOUSE FIELD, BARRICK PARK, AND THE MARINA. 
Director Sawyer moved to table this item, redirect Staff to gather competitive bidding from other companies, and to direct Staff to evaluate whether or not to backfill the staff position that was vacated last year.  Director Hartley seconded based on comments.  Further discussion ensued.  Director Sawyer withdrew his motion to hear a presentation from Todd Shouse.  Mr. Shouse presented his proposal for the year including costs, services, and additional options.  Discussion ensued.  Director Hartley suggested signature lines on additional agreements.  Director Collyer requested a formal proposal from Mr. Shouse and any competitors. 

Director Sawyer moved to table this item, seek competitive bids, and evaluate backfill position.  Director Hartley seconded.  Further discussion ensued.  A vote was called.  The motion failed with a vote of 3-4 (Director(s) Lister, McGinty, McFarlane, and Collyer opposed.) 

Director McFarlane moved to accept this agreement after it comes back with the numbers written in the agreement and to add the signature lines for all addendums.  Director Lister seconded.  Further discussion ensued.  A vote was called and the motion passed with a vote of 6-1, (Director Sawyer opposed.)       

REVIEW, DISCUSSION, AND POSSIBLE APPROVAL TO ADOPT A NEW BOARD PROCEDURE REGARDING COA APPEALS:
Director Sawyer requested clarification regarding the 30 days.  Attorney McConnell mentioned the Notice of an Appeal needs to be filed within 30 days regardless if minutes are done or not.

Director Collyer moved to adopt the new Board procedures regarding COA appeals.  Director McGinty seconded.  Further discussion ensued.  A vote was called.  Motion passed unanimously, 7-0. 

DISCUSSION AND POSSIBLE CREATION OF A POLICY OR PROCEDURAL UNDERSTANDING TOWARDS THE INCLUSION OF THE PRESIDENT/GENERAL MANAGER AND/OR CORPORATE OFFICERS TO “NON-MEETINGS” WITH LEGAL COUNSEL:
Chairman Dean explained this agenda item.  Attorney McConnell stated in the past this has been dealt with on a case by case basis and the meetings are meant for legal advice, not to make decisions.  Attorney McConnell noted that if Staff is included in a legal discussion the attorney-client privilege extends to them.  Discussion ensued among the Board. 

Director Hartley moved to adopt a procedure regarding “non-meetings” with legal counsel and the inclusion of corporate officers will be at the discretion of legal counsel, chairman, and vice-chairman.  Director Sawyer seconded.  A vote was called.  Motion passed unanimously, 7-0.

DISCUSSION, CONSIDERATION, AND POSSIBLE APPROVAL TO CHANGE SCA EMPLOYEES’ 401K REPRESENTATIVE TO DOROTHY HULL OF WADDELL & REED:
Attorney McConnell explained the concerns with the addition of this item to the agenda and without the appropriate information believes it should be postponed. 

Director McFarlane moved to postpone this item until further information is provided and reviewed.  Director Collyer seconded.  Further discussion ensued.  Mrs. Hull requested to speak and make a presentation. Mrs. Hull was not given the opportunity to speak.  A vote was called.  Motion passed with a vote of 4-3, (Director(s) McGinty, Hartley, and Lister opposed.)    

DISCUSSION AND CONSIDERATION TO WAIVE THE MONTHLY ASSESSMENT FOR U.S. ARMY RESERVE SOLDIER, SPC MATTHEW FULTZ OF SPRING CREEK FOR 18 MONTHS OR TO PROVIDE MONETARY ASSISTANCE OR CUMMUNITY HELP, HE HAS BEEN CALLED TO ACTIVE DUTY IN IRAQ. 
Director Hartley read into the record the e-mail provided by Mr. Fultz and explained her position on this issue.  Director Hartley moved to waive Sgt. Fultz’s assessments from Feb. 2010 until May 2011.  Motion died due to lack of a second.  Director Collyer read into the record an e-mail from Kelly Scow.  Further discussion ensued. 

Director Lister moved to deny the request to waive the assessment fees for Spc. Matthew Fultz.  Director Sawyer seconded.  A vote was called.  Motion passed with a vote of 6-1, (Director Hartley opposed.)      

REVIEW, DISCUSSION, AND POSSIBLE APPROVAL OF A PROCESS FOR DEVELOPING A LONG TERM STRATEGIC PLAN FOR THE SPRING CREEK ASSOCIATION. 
Director Lister moved to table this item due to lack of information provided in the packet.  Director Hartley seconded.  A vote was called.  Motion passed with a vote of 5-2, (Director(s) McFarlane and Sawyer opposed.) 

DISCUSSION, CONSIDERATION, AND POSSIBLE APPROVAL TO ASSESS PLAYER USER FEES AND MATTERS RELATED THERETO.
Director Sawyer read information, provided in the packet, into the record.  Discussion ensued. 

Director Lister moved to assess a $5 fee per player, per year, for organized sports at the ball fields.  Director McGinty seconded.  A vote was called.  Motion passed with a vote of 6-1, (Director Hartley opposed.)     

REVIEW, DISCUSSION, AND POSSIBLE APPROVAL TO REFER COA VIOLATION AT 336 COUNTRY CLUB PARKWAY 106C-004-006 TO LEGAL COUNSEL FOR FURTHER ACTION.
Director Hartley moved to approve the referral of COA violation at 336 Country Club Parkway to Legal Counsel for further action.  Director McGinty seconded.  Discussion ensued.  A vote was called.  Motion passed unanimously, 7-0.

REVIEW, DISCUSSION, AND POSSIBLE APPROVAL TO REFER COA VIOLATION AT 587 EMPRESS DRIVE 202-036-005 TO LEGAL COUNSEL FOR FURTHER ACTION:
Director Hartley moved to approve the referral of COA violation at 587 Empress Drive to Legal Counsel for further action.  Director McFarlane seconded.  A vote was called.  Motion passed unanimously, 7-0. 

CONSENT AGENDA
A.  Review, discussion, and possible approval of December 2009 Spring Creek Association’s Assessment and Legal Receivable Report including the submitted write-off amounts, and matters related thereto.  There are no write-offs for December, 2009.
B.  Review and possible discussion pertaining to December 2009 financial reports.
C.  December 15, 2009, Regular Board Meeting Minutes and December 16, 2009 Special Meeting of the Member Minutes. 
D.  Meeting schedule – Next Regular Board of Director’s Meeting to be held Wednesday, February 24, 2010.

Director Hartley moved to accept consent agenda items B and C, with noted corrections to the minutes.  Director McGinty seconded.  Vote was called.  Motion passed unanimously, 7-0.

Director Lister moved to accept consent agenda item A, Director Hartley seconded.  Vote was called.  Motion passed unanimously, 7-0.

STAFF REPORT
President Winter presented the highpoints of her report to the Board.  Director Sawyer had some questions regarding roof repair, carryover amounts and allocations from Oct. 28 meeting, and purchasing a sander.  President Winter noted that the Staff has various duties and are willing to step up in their completion of many different roles.  
           

BOARD OF DIRECTOR COMMENTS:
Director Hartley mentioned she has received several unsolicited compliments about snow removal.  President Winter commented she listens to suggestions and takes action.  She also commended the Staff and their work ethics and willingness to work many different roles within the department.  Director McGinty appreciates the use of “team” and not “I” from President Winter.  Chairman Dean directed Staff to get with COA and set up workshop and legal orientation to include legal opinion NRS 241.031 regarding closed door discussions. 


ADJOURNMENT:    Meeting adjourned at 9:24 p.m.