UNAPPROVED

WITHOUT CORRECTION, ADDITIONS OR DELETIONS

FALLS RUN COMMUNITY ASSOCIATION, INC.

Minutes of the Meeting of the Board of Directors

The Falls Run Community Association, Inc.’s Board of Directors met for a Working Session on July 19, 2006 at the Center.

The meeting was called to order at 10:00 am by Bill Nosal, President.

A quorum was present.  Board members attending were:

          Bill Nosal, Nancy Arnn, Jackie Richards, Toni Brown, Art Gabler and Mal Malo.  Special note:  Dan Owens delivered his proxy to Mal Malo.  Dan’s proxy was accepted by president Bill Nosal as valid for this meeting’s votes.

Also attending: Sylva Southwell of Koger Management; Ann Jones, Activities Director; Marvin Wagner, Parliamentarian.

Reports were given by Sylva Southwell and Ann Jones.

Nancy Arnn moved, Mal Malo 2^nd, to approve and suspend reading of the minutes of July 12, 2006.  Carried unanimously by those present.

Bill asked for a motion to adjourn to Executive Session to discuss:

          Modification Committee

          FRCA CPA audit

          Koger’s performance

          Financial statement aging report

          Legal question regarding elections.

Mal Malo so moved, 2^nd by Nancy Arnn.  Passed by all present.

The Board met in Executive Session from 10:10 to 11:00.  At 11:00 the members reconvened in regular session upon a motion by Nancy Arnn, 2^nd by Jackie Richards.

The following motions were made by Jackie Richards based on Board discussion during Executive Session:

1.     I move that the revised Falls Run Design Guidelines by adopted by the Board as of this date.  2^nd by Nancy Arnn.  Passed unanimously by members present.  Dan Owens voted yes by proxy.

2.     I move that the Modifications Committee be authorized to spend an amount up to $900 for printing of the revised Design Guidelines. 2^nd by Nancy Arnn.  Passed unanimously by members present.  Dan Owens voted yes by proxy.

3.     I move that the two lawn violation letters, attached, presented by Doug Filler, Modifications Chairman be adopted as of this date. 2^nd by Nancy Arnn. Passed unanimously by members present.  Dan Owens voted yes by proxy.

4.     I move to delete  paragraph four of the Modifications Committee first offense violation letter that reads:

“If we do not receive an appropriate response to this courtesy notice within 30 days, it will be assumed that corrective action has not been taken.  At that time, we will review the continued non-compliance and specific sanctions may be imposed pursuant to the applicable Virginia statutes”. 

2^nd by Nancy Arnn.  Passed unanimously by members present.  Dan        Owens voted yes by proxy.  

5.     I move that the Modifications Committee be authorized specific authority to approve placement, on a homeowner’s individual lot, a security/alarm sign that is issued by a company providing the service to the homeowner.  2^nd by Nancy Arnn. Passed unanimously by members present.  Dan Owens voted yes by proxy.

6.     I move that the Board accept, with regret, Doug Filler’s resignation as Chairman of the Modification Committee and hereby appoints Chuck Heath, Chairman of the Modifications Committee. 2^nd by Nancy Arnn.  Passed unanimously by members present.  Dan Owens voted yes by proxy.

Bill Nosal then recognized Toni Brown who made the following statement and motion:

The Election Committee has asked the Board of Directors to consider and make a determination about creating a Voting Member Designation form.  This form would be used to determine the voting member of a dwelling unit.

The Board has studied the governing documents and has considered the advice of attorneys Rees, Broome, & Diaz.  The Board is satisfied that our election procedures as previously accepted by the Board satisfy the intent of the governing documents.

Therefore, I move that we do not approve a Voting Member Designation form. 2^nd by Art Gabler.  Passed unanimously by members present.  Dan Owens voted yes by proxy.

Mal Malo moved, 2^nd by Jackie Richards, that Koger management be notified that the Board has reviewed the provisions of our existing contract and per the provision of Schedule A of the contract, FRCA desires to continue the services of the full-time, on site property manager for the duration of the current contract.   Passed unanimously by members present.  Dan Owens voted yes by proxy.

Mal Malo moved, 2^nd by Art Gabler, per the discussion in Executive Session, and the Board’s directive, that he draft a letter to Koger Management expressing our dissatisfaction with their performance, primarily in the financial area.  Said draft to be reviewed by the Board members and sent registered mail, return receipt requested to Koger. .  Passed unanimously by members present.  Dan Owens voted yes by proxy.

Nancy Arnn, 2^nd by Jackie Richards, moved to approve the Request for Action by the Communications Committee, dated June 21, 2006, to authorize Koger Management to develop and maintain an accurate Falls Run Information System (FRIS), using Microsoft Access for data bases and Excel for spread sheets, for use by the Falls Run Board of Directors, management and committees.  Art Gabler abstained.   Dan Owens voted yes by proxy. Each of the 5 remaining directors voted yes.

Mal Malo moved, 2^nd by Jackie Richards, based on a July 18th recommendation by the Finance Committee, that Koger Management be directed to use $400,000 from the Super NOW Account and obtain 4 CDs of $100,000 each at Community Association Bank (CAB):

One CD with a 6-month maturity (recently earning 5.12%)

One CD with a 12-month maturity (recently earning 5.21%)

One CD with an 18-month maturity (recently earning 5.21%) and

One CE with a 24-month maturity (recently earning 5.21%).

Each of these four CDs is to be identified as Replacement Reserves funds.  The remaining $42,710.17 of Replacement Reserves in the Super NOW account, plus any additional allocations of funds for Replacement Reserves, are to be put into a HOA Market Account at CAB (recently earning approximately 2%), and identified as Replacement Reserves.  The remaining money in the Super NOW account is to be put into a second HOA Market Account at CAB and identified as Operating Reserves.  The Super NOW account is to be closed.  Money put into CDs and HOA Market accounts at CAB are to be distributed to obtain FDIC insurance on $300,000 or more. All present voted yes.  Dan Owens’ proxy was not used.

Mal moved, 2^nd by Nancy Arnn, that all directives to our attorneys must be authorized by the president or vice-president of the Board.  All present voted yes.  Dan Owens’ proxy was not used.

Mal Malo moved, 2^nd by Nancy Arnn, that Perma Treat will perform mosquito abatement at cost of $850/month.  All present voted yes.  Dan Owens’ proxy was not used. 

Service will be once a month from March through October.  On call from November through February.

The meeting was adjourned at 12:05 pm.

Submitted,

Toni Brown, Secretary

Falls Run Community Association, Inc

Meeting Notes:

INFORMATION ONLY

NOT TO BE CONSIDERED MINUTES

NOT A TRANSCRIPT

Notes from Board of Directors Meeting

July 19, 2006

The Falls Run Community Association, Inc.’s Board of Directors met on July 19, 2006 for a Work Session at the Center.

The meeting was called to order at 10:00 am by Bill Nosal, President

A quorum was present.  Board members attending were:

          Bill Nosal, Nancy Arnn, Jackie Richards, Toni Brown, Art Gabler and Mal Malo.  Special note:  Dan Owens delivered his proxy to Mal Malo.  Dan’s proxy was accepted by president Bill Nosal as valid for this meeting’s votes.

Also attending: Sylva Southwell of Koger Management; Ann Jones, Activities Director; Marvin Wagner, Parliamentarian

Nancy Arnn moved, Mal Malo 2^nd, to approve and suspend reading of the minutes of July 12, 2006.  Carried unanimously.

The meeting began with a question from Bill Nosal.  How is a new buyer provided with the governing documents found in the Blue Book?  Sylva Southwell responded: it is the seller’s responsibility to provide all governing documents to the buyer.

Bill then asked for a motion to adjourn to Executive Session to discuss:

          Modification Committee

          FRCA CPA audit

          Koger’s performance

          Financial statement aging report

          Legal question regarding elections.

Mal Malo so moved, 2^nd by Nancy Arnn.  Passed by all present.

The Board met in Executive Session from 10:10 to 11:00.  At 11:00 the members reconvened in regular session upon a motion by Nancy Arnn, 2^nd by Jackie Richards.

Bill Nosal received an official count from Del Webb of dwellings in Falls Run:

          Single family - 585

          Villas             - 199

The following motions were made by Jackie Richards based on Board discussion during Executive Session:

1.     I move that the revised Falls Run Design Guidelines by adopted by the Board as of this date.  2^nd by Nancy Arnn.  Passed unanimously by members present.  Dan Owens voted yes by proxy.

2.     I move that the Modifications Committee be authorized to spend an amount up to $900 for printing of the revised Design Guidelines. 2^nd by Nancy Arnn.  Passed unanimously by members present.  Dan Owens voted yes by proxy.

3.     I move that the two lawn violation letters, attached, presented by Doug Filler, Modifications Chairman be adopted as of this date. 2^nd by Nancy Arnn. Passed unanimously by members present.  Dan Owens voted yes by proxy.

4.     I move to delete  paragraph four of the Modifications Committee first offense violation letter that reads:

“If we do not receive an appropriate response to this courtesy notice within 30 days, it will be assumed that corrective action has not been taken.  At that time, we will review the continued non-compliance and specific sanctions may be imposed pursuant to the applicable Virginia statutes”. 

2^nd by Nancy Arnn.  Passed unanimously by members present.  Dan        Owens voted yes by proxy.  

5.     I move that the Modifications Committee be authorized specific authority to approve placement, on a homeowner’s individual lot, a security/alarm sign that is issued by a company providing the service to the homeowner.  2^nd by Nancy Arnn. Passed unanimously by members present.  Dan Owens voted yes by proxy.

6.     I move that the Board accept, with regret, Doug Filler’s resignation as Chairman of the Modification Committee and hereby appoints Chuck Heath, Chairman of the Modifications Committee. 2^nd by Nancy Arnn.  Passed unanimously by members present.  Dan Owens voted yes by proxy.

Bill Nosal then recognized Toni Brown who made the following statement and motion:

The Election Committee has asked the Board of Directors to consider and make a determination about creating a Voting Member Designation form.  This form would be used to determine the voting member of a dwelling unit.

The Board has studied the governing documents and has considered the advice of attorneys Rees, Broome, & Diaz.  The Board is satisfied that our election procedures as previously accepted by the Board satisfy the intent of the governing documents.

Therefore, I move that we do not approve a Voting Member Designation form. 2^nd by Art Gabler.  Passed unanimously by members present.  Dan Owens voted yes by proxy.

Mal Malo moved, 2^nd by Jackie Richards, that Koger management be notified that the Board has reviewed the provisions of our existing contract and per the provision of Schedule A of the contract, FRCA desires to continue the services of the full-time, on site property manager for the duration of the current contract.   Passed unanimously by members present.  Dan Owens voted yes by proxy.

Mal Malo moved, 2^nd by Art Gabler, per the discussion in Executive Session, and the Board’s directive, that he draft a letter to Koger Management expressing our dissatisfaction with their performance, primarily in the financial area.  Said draft to be reviewed by the Board members and sent registered mail, return receipt requested to Koger.   Passed unanimously by members present.  Dan Owens voted yes by proxy.

Nancy Arnn, 2^nd by Jackie Richards, moved to approve the Request for Action by the Communications Committee, dated June 21, 2006, to authorize Koger Management to develop and maintain an accurate Falls Run Information System (FRIS), using Microsoft Access for data bases and Excel for spread sheets, for use by the Falls Run Board of Directors, management and committees.  Art Gabler abstained.   Dan Owens voted yes by proxy. Each of the 5 remaining directors voted yes.

With a continuing concern by the Board regarding traffic safety, it was decided after discussion to set up a committee to study placement of additional stop signs.  Nancy Arnn will head up said committee and ask members of the Villas to join with the committee.  In the mean time, Sylva will research cost of white striping on the roads and additional signs.  Toni Brown asked that 3 sign posts in the Villas be brought to the same standard as all other signs in the community.  The Board agreed, but wants to wait until the committee makes its report and we know how many signs are needed.

Ann Jones gave her report to the Board:

Quicken program is working very well.  She now has special reports to tell her the income and expense on separated projects.  Ann expressed her gratitude to those members of the Finance Committee who have been so helpful to her.  There is a new phone system. She is monitoring the new janitorial performance.  Comments from resident members are welcomed.  She gave special thanks to Chuck Heath for his help with special projects at the Center and to Jake Bernard for volunteering his time to power-wash the water fall.

She gave a comprehensive report regarding her concern about the status of the Desert Aire system.  The alarm continues to go off regularly with no satisfactory answer as to why.

Bill Smith, former Transition Chairman, suggested a strong letter should be addressed to Del Webb stating the system must be repaired to working order or the HOA will have it fixed and pass the cost to Del Webb.

Bill Smith presented ideas to initiate a discussion about creating a committee to do future strategic planning.  It was agreed that Board members will study a copy of his ideas and set up a special meeting for further discussion.

A special request will go out to all committee chairmen asking for estimates of anticipated expenses for the coming years.  This information is needed to assist budget forecasts.

Shenandoah Landscape in anticipation of contract renewal made an offer, quote: “to show our appreciation and demonstrate our commitment to the community, we are offering a 3 year contract based upon the 2006 specifications with no price increase and will power seed all accessible turf areas with the exception of inaccessible slopes and pond basins at no additional cost to Falls Run.  Annual prices will remain the same during this three year period.

Sylva was directed to ask Shenandoah to present a draft contract proposal for our review.

Mal Malo moved, 2^nd by Jackie Richards, based on a July 18th recommendation by the Finance Committee, that Koger Management be directed to use $400,000 from the Super NOW Account and obtain 4 CDs of $100,000 each at Community Association Bank (CAB):

One CD with a 6-month maturity (recently earning 5.12%)

One CD with a 12-month maturity (recently earning 5.21%)

One CD with an 18-month maturity (recently earning 5.21%) and

One CE with a 24-month maturity (recently earning 5.21%).

Each of these four CDs is to be identified as Replacement Reserves funds.  The remaining $42,710.17 of Replacement Reserves in the Super NOW account, plus any additional allocations of funds for Replacement Reserves, are to be put into a HOA Market Account at CAB (recently earning approximately 2%), and identified as Replacement Reserves.  The remaining money in the Super NOW account is to be put into a second HOA Market Account at CAB and identified as Operating Reserves.  The Super NOW account is to be closed.  Money put into CDs and HOA Market accounts at CAB are to be distributed to obtain FDIC insurance on $300,000 or more. All present voted yes.  Dan Owens’ proxy was not used.

Mal will send directive to Koger.

Mal reported that as of June 30, year to date legal expenses total $12,000 +.

Mal moved, 2^nd by Nancy Arnn, that all directives to our attorneys must be authorized by the president or vice-president of the Board.  All present voted yes.  Dan Owens’ proxy was not used.

Mal Malo moved, 2^nd by Nancy Arnn, that Perma Treat will perform mosquito abatement at cost of $850/month.  All present voted yes.  Dan Owens’ proxy was not used. 

Service will be once a month from March through October.  On call from November through February.

The meeting was adjourned at 12:05 pm.

Lawn Violation Letters Revised: