ARPOA BOARD MEETING
March 1, 2005
Member
Present:
Walter Bigelow, Mary Gibb, Anastasia Hopkinson, Chris Humphreys, Bonnie
Persinger, Dan Santin, Steve Stroetzel, & Don Walsh. Director Buemi teleconferenced into the
meeting.
Directors
Nicholson & Vaughn were absent.
Non-Members Present: Bay Ridge Trust (BRT) representatives Dan Wells,
Bill Davidson and Sandy Sweeney. Land
Preservation Committee members Don Riddle and Stan Samorajczyk
Presidents
Report:
President asked for a motion on the minutes. Director Gibb moved to accept the minutes of
the February 1, 8 & 20 meetings.
Seconded by Director Santin and approved by the Board.
Communication
Committee:
Director Hopinkson noted the need for the Board to
finalize a decision for the issuance of the announcement for the Community
meeting next month. The Committee will
be putting together an announcement sufficient to meet the legal requirements of
“informed notification” as described by counsel.
Land
Preservation Committee Report:
Director Hopkinson provided an introduction to the
financial presentation developed by the Committee. She provided some background
on the discussion held by the Committee and how it evolved into the
presentation to follow. Committee member
Samorajczyk briefed the Board on its responsibilities and need for
confidentiality. He noted that our legal
duties are no different per se than any for-profit corporation. The Treasurer presented pro-forma financial
statements displaying the cash flow expected from the purchase of the Ogleton
Woods, utilizing various sources of funding.
BRT representative Bill Davidson provided various funding scenarios
based on securing financing from commercial and other lenders. His presentation showed the impact this
purchase would have on APROA and ARPOA’s ability to
make the purchase without increasing the current Budget.
Director Hopkinson submitted 6 resolutions for Board
approval as recommended by Counsel. The
resolutions are as follows:
1. RESOLVED: That the Agreement dated February 11, 2005, made by
the Association for the purchase of a parcel of real property comprising
approximately 33.2462 acres under the form of an Agreement (“Purchase
Agreement”) that is to be filed with these minutes is hereby approved and
ratified.
Director Walsh moved to accept; seconded by Director
Santin. Motion approved.
2. RESOLVED: That a meeting
of the Owners be convened, in accordance with the by-laws, for the purpose of
approving the Purchase Agreement and the procuring of financing to fund the
purchase price (“Meeting”).
Director Walsh moved to accept; seconded by Director
Persinger. Motion approved.
3. RESOLVED: That the form
of proxy attached to these minutes is approved for exercising a vote at the
Meeting.
Director Walsh moved to accept; seconded by Director
Santin. Motion approved.
4. RESOLVED: That the
procedure for taking a vote at the Meeting be by written ballot signed by all
persons constituting an “Owner”, as defined in the by-laws, or, in the case of
a vote taken by proxy, the ballot must be signed by a representative of an
absent owner who has been appointed under the approved proxy form.
Director Walsh moved to accept; seconded by Director
Santin. Motion approved.
5. RESOLVED: That Stan Samorajczyk, Anastasia Hopkinson or ARPOA’s attorney
of record and any person appointed by the president of the Association
(collectively, the "Authorized Person") are hereby authorized and
empowered to prepare a notice of the Meeting that complies with the by-laws and
includes a copy of the approved proxy form and gives notice that the approved
proxy form must be filed with the secretary prior to the commencement of the
Meeting.
Director Walsh moved to accept; seconded by Director
Santin. Motion approved.
6. RESOLVED: That Stan Samorajczyk, Anastasia Hopkinson and any person
appointed by the president of the Association (collectively, the
"Authorized Person") are hereby authorized and empowered to prepare a
form ballot and procedure for recording the votes under the ballots taken at
the Meeting.
Director Walsh moved to accept; seconded by Director
Persinger. Motion approved.
The President provided an update on the Green Willow
negotiations. Director Walsh moved “to
authorize the President to enter into a contract to purchase the Green Willow
property at a cost not to exceed $723,000, with the contingency that the
purchase is subject to Community approval and procurement of financing”. Director Hopkinson seconded the motion. The Board approved with 7 Yes votes. Director Santin voted No.
PWD
Report:
The PWD noted that the dumpsters are scheduled for
September 8 thru 10. He is currently
developing a new contract with Cutting Edge for lawn cutting services. He also noted that he has another estimate
pending on the
Treasurer’s
Report
Treasurer asked for a volunteer to do the monthly
reconciliation of ARPOA’s 3 checking accounts.
This is necessary to ensure a separation of duties. Director Santin volunteered to do this.
Old
Business:
Security:
Director Humphreys has contacted the other communities on the Neck to
see if there was any interest in sharing a contract for security services. Arundel on the Bay and
New
Business:
Bay Breeze: The role of the Bay Breeze and the
dissemination of community information were discussed. It was agreed by the Board that
announcements/pronouncements involving the communication campaign or the land
preservation campaign would come from those Committees. These documents would be included in the Bay
Breeze unedited. It was further agreed
that the Bay Breeze would be forwarded to the Officers of the Board for review
and approval before being published and distributed.
The next meeting is scheduled
for March 15th at the house of Geri Nicholson.
Motion was made, seconded and
approved to adjourn the meeting.
Donald
Walsh
Secretary