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MINUTES TAHOE DONNER ASSOCIATION BOARD OF DIRECTORS REGULAR MEETING April 16, 2011 9:00 a.m.
A regularly scheduled meeting of the Board of Directors of Tahoe Donner Association was held at The Lodge Banquet Room in Truckee, California on Saturday, April 16, 2011. President Ron Wulff called the meeting to order at 9:02 a.m. The following Directors were in attendance, thus constituting a quorum of the authorized number of Directors of the Association: Directors present:
Ron Wulff, President Suzy Knisley, Vice President (Joined the meeting at 9:15 a.m.) John Dundas, Treasurer Tom Johns, Director
Directors absent:
Don Berryman, Secretary
Staff present:
Robb Etnyre, General Manager Mike Salmon, Director of Finance and Accounting Annie Rosenfeld, Director of Facilities & Risk Management Kirt Zimmer, Director of Marketing Miguel Sloane, Director of Operations Mary Peterson, Director of Human Resources Bonnie Watkins, Executive Assistant, Recording Secretary
MEMBER & DIRECTOR COMMENTS A member expressed his concern that, at the March 19 Board meeting, the Board had voted to approve the 2030 General Plan. He pointed out that a snow storm on March 19 had prevented many members from attending in order to provide their input, and the Board should have placed the 2030 General Plan on today’s agenda for further discussion. Director Wulff responded that, as Board President, he made the decision to hold the meeting as scheduled, because in his opinion, weather conditions were not so severe as to warrant postponing the meeting. It was pointed out that there were numerous members, committee members and Staff present at the March 19th Board meeting. Director Wulff indicated that this is an on-going process and property owners will still be able to participate and contribute their thoughts on proposed projects moving forward. He explained that the 2030 General Plan is a road map for the future of the Association, and it is not set in stone. Owner input has been requested all during the process and
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Version 1.0 collaboration with the membership on the various projects in the plan will continue. He pointed out that each proposed project must still come back to the Board for approval. A member questioned whether there had been sufficient communication to the membership prior to the Board voting to approve the 2030 General Plan and inquired what process is available for members to communicate with the Board if they are unable to attend Board meetings.
(Director Knisley joined the meeting at 9:15 a.m.) Director Johns responded that members may continue to communicate their opinions regarding the 2030 General Plan to the Board via email or letters. He noted the importance of this document in planning the Association’s future. He indicated that each of the items outlined
in the plan will go through a detailed scoping process, which will include several opportunities for members to review facility designs and budgets before each individual project is approved by the Board. Director Johns further pointed out that the 2030 General Plan has been a steady topic of discussion during the past year and a half, with numerous communications to the membership on its progress. He emphasized that the Board is continually looking for ways to improve on communications with the membership. The Board heard a number of member comments regarding the pros and cons of the proposed projects in the 2030 General Plan as well as questions about communication efforts on future projects. In response to a member’s comment regarding why property owners should pay for facilities that are mostly utilized by the general public, a lengthy discussion ensued regarding the proposed Downhill Ski Lodge project and the percentages of public and member usage at that amenity.
General Manager Robb Etnyre explained that the Association’s business model is a user based amenity system, not a private club system. He pointed out that the Downhill and Cross Country Ski Area amenities are two of our more widely used amenities and provide significant revenue streams, keeping assessments low and subsidizing less profitable operations that property owners enjoy. He added that these two amenities also have the greatest deficiencies in facilities. Discussion continued between the Board and members present regarding a variety of topics related to the 2030 General Plan. Following discussion, the Board indicated their intention to utilize a wide range of communication vehicles in informing and receiving input from the membership on the individual projects in the plan prior to approval. Director Wulff stated that, in a further effort to better communicate with property owners regarding the projects in the plan, he is requesting that a “General Plan Committee Task Force” item be placed on the May 21 Board agenda for discussion. Director Wulff also stated that the Board had received another member request to go out for a binding vote on the 2030 General Plan. He stated that the Board is not in favor of setting this sort of precedent. He emphasized that, according to the Association’s Bylaws, a vote of the membership is not required for an expenditure of funds accumulated by the Association on any Capital Improvements or Development Fund.
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APPROVAL OF MINUTES
The Board received the preliminary minutes of the March 11, 2011 special meeting and March 19, 2011 regular meeting minutes, for consideration. Director Dundas made a motion and Director Knisley seconded to approve the March 1, 2011 special meeting and March 19, 2011 regular meeting minutes as revised. Motion passed 4-0 (Berryman Absent) B.
COMMITTEE MANAGEMENT
Committee Tasks: Architectural Standards (ASC) – The Board was provided with the committee’s March 23, 2011 minutes for review. Covenants – The Board was provided with the committee’s March 2011 violations report for review. Covenants Chair Al Noyes stated that Paul Thomas had resigned from the Covenants Committee after approximately fifteen years of service. He suggested that the Board consider providing an appreciation dinner for Mr. Thomas. The Board indicated that they were in favor of doing this and would work with the committee to come up with a date. Elections – The Board was provided with the committee’s April 8, 2011 report for review. Finance – No report. Committee Meeting to be held on April 21, 2011. General Plan (GPC) – The Board was provided with the committee’s April 4, 2011 meeting report for review. Director of Facilities and Risk Management Annie Rosenfeld stated that, at the April 4th GPC meeting, discussion took place regarding how the committee can best participate in the implementation of the projects in the 2011-2015 years of the 2030 General Plan. One role of the committee will be to review action plans and report back to Management and the Board on compliance of plans with the 2030 General Plan and the Strategic Goals. The committee also discussed a communication plan, which will include several opportunities for members to review facility designs and budgets before each individual project is approved by the Board. Further discussion took place regarding ways to improve communications with the membership.
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Version 1.0 Committee Coordinator Update: Director Knisley reported on the following committee vacancies:
General Plan Committee – 3 Alternate Positions Finance Committee – None Covenants Committee – 1 Regular and 3 Alternate Positions Architectural Standards Committee – 1 Regular Position Elections Committee – 1 Regular position
C. DISCUSSION: SIGNAGE
TAHOE DONNER MONUMENT AND WAY FINDING
Director of Marketing Kirt Zimmer provided the Board with a presentation on proposed signage options for the Association. Following review and discussion, Staff indicated that they would research the scope and cost factors associated with this proposed project and place it on a future Board agenda for consideration. A copy of the propose signage options are attached to these minutes as Exhibit “A”. D.
ACTION:
CONSENT CALENDAR
The Board was provided with the following items for consideration:
General Plan Committee Resignations – McCann, Schifferle & Johns General Plan Committee Appointments – Gelwicks, & Gander Covenants Committee Resignation - Thomas Covenants Committee Chair Appointment (Noyes)
Following discussion, Director Knisley made a motion and Director Johns seconded to approve the Consent Calendar items as presented. Motion passed 4-0 (Director Berryman Absent)
Break 10: 35 a.m. The regular meeting reconvened at 10:50 a.m. E.
ACTION:
DIRECTOR OF FINANCE AND ACCOUNTING REPORT
Director of Finance and Accounting Mike Salmon provided the Board with the Association’s unaudited March 2011 Financial Results,” a complete set of which are attached to these minutes as Exhibit “B”. Following Mr. Salmon’s report, Director Johns made a motion and Director Knisley seconded to approve the unaudited February 2011 Financial Results as presented. Motion passed 4-0 (Director Berryman Absent)
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Version 1.0 TREASURER’S QUARTERLY REPORT Treasurer John Dundas provided the Board with a PowerPoint presentation on the status of the Association’s investments and delinquencies. A copy of Director Dundas’s report is attached to these minutes as Exhibit “C.” F.
DIRECTOR OF FACILITIES RISK MANAGEMENT REPORT
Director of Facilities Risk Management Annie Rosenfeld reported the following:
Year-to-date for the period ending March 31, 2011, total capital expenditure is $214,252. o Reserve Fund Expenditure year-to-date: $162,517. o New Machinery and Equipment Fund Expenditure: $38,908. o Development Fund: $12,827 Projects are currently running good to budget. No amount is assigned due to timing of order, receiving, and billing. Current Request for Proposals in draft form for General Manager review: o Engineering Services for Downhill Parking Lot Tier 4. o 2011 Asphalt Maintenance. Current Request for Proposals out for bid: o Construction Services for Top Shop Remodel.
Ms. Rosenfeld then reviewed a 2030 General Plan “Project Communication Strategy” with the Board. To follow are several membership communication venues: G.
Homeowner Project Notification Letters, Various Communication Pieces Via Email Blasts, TD Website, and Tahoe Donner News Homeowner Project Focus Meetings ACTION:
TAHOE DONNER EMPLOYEE 401(k) PLAN
The Board was provided with a memorandum from Staff regarding the Association’s 401(k) Salary Savings Plan. General Manager Robb Etnyre explained that the Tahoe Donner Employee 401(k) Savings Plan is currently held by WESPAC as the Fund Administrator, and Charles Schwab for the investment portfolio. Following a review by Board-appointed Plan Administrators (Robb Etnyre, Mike Salmon, Mary Peterson, & Annie Rosenfeld) it was determined that the following deficiencies exist in the current plan:
Fees are above market for both individuals and the Association Portfolio options are limited with many consistently under performing. Lack of administrative services. Unacceptable communications with Association employees on retirement savings options. 5
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Therefore, the Plan Administrators requested bids for a new Fund Administrator and are recommending that the Board approve selecting John Hancock and their local Plan representative, the Laughton Company as the new Tahoe Donner Employee 401(k) Salary Savings Plan Administrator. This change will save the Association approximately $18,500 in annual fees, while addressing the remaining areas of concern for both the Association and employees. Mr. Etnyre stated, even with all these considerations, the plan administrators do not recommend any plan design changes from the existing matching, eligibility, or vesting schedules. Mr. Etnyre then introduced John Hancock representative, K.C. Kirchbaum, to review the specifics of the new plan. Following Mr. Kirchbaum’s presentation, he fielded questions from the Board. Following discussion, Director Knisley made a motion and Director Dundas seconded to approve Laughton Company and John Hancock for Tahoe Donner Association’s Employee Salary Savings Plan 401(k) Motion passed 4-0 (Director Berryman Absent). DISCUSSION:
GENERAL MANAGER REPORT
General Manager Robb Etnyre provided the Board with a report on the Association’s various operations. To follow are highlights from his report:
Kids Club/Child Drop In Program – This new program is scheduled to begin April 18 at Trout Creek Recreation Center. You can bring your child with you while you work-out, enjoy the spa, have a massage, or take a few laps in the pool. There is a two hour limit and parents must remain on the premises. Downhill & Cross Country Ski Areas – Downhill and Cross Country areas will conclude their season on April 17. Due to the amount of snow received this year, these facilities remained open for an additional week to accommodate the membership. A post season arrangement is being developed for a limited couple of days for filming by a professional ski/ride production company at the Downhill Ski Area. Pizza on the Hill: This operation closed on April 11 for several internal small structural modifications. Remodeled internal entrance. Painting the conference room to match Pizza on the Hill. Adding a fryer to further expand the menu offerings. Modification of the kitchen exhaust hood to meet code.
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Tahoe Donner Summer Concert – The Association has booked renowned blues singer and guitarist Robert Cray for a community concert on Saturday, August 13, 2011. Tahoe Donner Custom-Branded Channel - Tahoe Donner TV is a concept that the Association is discussing with an organization called Tahoe TV. Tahoe TV will install and operate a dedicated media server to provide a 24-hour custom branded local information channel to residents, second homeowners and visitors at Tahoe Donner. The channel will provide viewers with entertaining and informative Tahoe Donner specific content. (Tahoe T.V. has created and manages channels for visitors staying at Squaw Valley and Northstar.) The Tahoe Donner channel would be available to the 3,250 SuddenLink cable subscribers in Tahoe Donner. This channel would include a range of information relevant to homeowners – weather, trail conditions, web cams, upcoming events, video clips on Tahoe Donner amenities and lifestyle content about the surrounding area (Truckee and north Tahoe). Information Technology: Two major projects that this department has been working on are the Stored Value and a Loyalty programs. With Stored Value members will be able to put value on their Tahoe Donner ID cards and redeem them at the Association’s amenities. With the Loyalty program, members earn points for purchasing items at Tahoe Donner, which they can then redeem for merchandise.
EXECUTIVE SESSION AND LUNCH The Board convened to executive session at 12:15 p.m. The Board reconvened to open session at 1:35 p.m. DISCUSSION:
TAHOE DONNER LOGO
Discussion took place regarding usage of the Tahoe Donner Logo. By consensus, the Board approved placing the Logo on the Tahoe Donner Web-site Homepage and on Weekly News Emails. DISCUSSION:
TAHOE DONNER NEWS
Director Knisley provided the Board and Staff with a document outlining suggestions for a new business and financial reporting format in the Association’s various communication methods. Discussion took place regarding the content of the Tahoe Donner News, with no action being taken.
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Version 1.0 2030 GENERAL PLAN SURVEY Discussion took place regarding a possible new survey, with no action being taken. ACTION:
BOARD TRAINING DATE
The Board discussed August 19, 2011 as tentative date for Annual Board Training. This is the day preceding a Regular TDA Board of Directors Meeting for August. The Board also adjusted some other dates contained on the current Calendar for the remainder of 2011. H.
DISCUSSION:
STRATEGIC PLAN GOALS 2010-2015
The Board was provided with a copy of the Strategic Plan Goals 2010-2015 for review. General Manager Robb Etnyre explained that, in order to ensure that that the Strategic Plan Goals 2010-2015 properly represent the strategic priorities of the Association , it is a good idea for the Board to review these items on a semi-annual basis. He noted that Management will utilize the Strategic Plan Goals to align work priorities and performance measurements of individual employees, departments, and amenities. Mr. Etnyre reviewed the nine Strategic Plan Goals with the Board. (Director Knisley left the meeting at 3:20 p.m.) I.
SUSPENSION OF MEMBER RIGHTS
The Board was provided with a memorandum from Executive Assistant Bonnie Watkins regarding the Suspension of Membership Rights and Authorization to Record Liens for consideration. The memorandum explained that each year the Association’s delinquent account policy prescribes that those members who have failed to bring their assessment accounts current face suspension of their membership rights and are also disallowed from participating in the 2010 Director Election, either as a voter or candidate. Under the current Civil Code, the Board is required to specifically authorize the recording of assessment liens against members’ properties. Therefore, along with the suspension of membership rights, the Board was called upon to authorize the recording of such a lien if members remain delinquent with regard to the 2011 Regular Assessment as of May 2, 2011. Following discussion Director Johns made a motion and Director Dundas seconded to approve the suspension of membership rights and the recording of Assessment liens for members who have not satisfied their financial responsibilities to the Association as presented. Motion passed 3-0 (Directors Knisley & Berryman Absent)
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ACTION:
MEMBER’S REQUEST TO WAIVE LATE FEES
The Board considered individual requests from members to waive their delinquency fee. The Board indicated that, while each situation was appreciated, the Association’s collection policies and procedures are clearly stated and must be objectively enforced. Following discussion, Director Dundas made a motion and Director Johns seconded to deny all member requests to waive late fees for the 2011 Annual Assessment. Motion passed 3-0 (Directors Knisley & Berryman Absent) K.
ACTION:
INSPECTOR OF ELECTIONS
At the February 18, 2011 Regular Board meeting, the Board approved the solicitation of the firm of Porter Simon to serve as Inspector of Elections for the 2011 Director Elections. On March 30, 2011, Steven C. Gross of Porter Simon contacted the Association and declined the Association’s invitation to serve as Inspector of Elections, citing conflict of interest issues. as the reason for declining the invitation. The Board was provided with the following candidates for consideration to serve as the Inspector of Elections for the 2011 Director Election:
Gregory T. Shanley, Esq., Olympic Valley, CA. Michael Hughes, Hughes Gill Cochrane, P.C., Walnut Creek, CA.
Following discussion, Director Johns made a motion and Director Dundas seconded to approve the appointment of Gregory T. Shanley to serve as Inspector of Election for the 2011 Director Elections. Motion passed 3-0 (Director Knisley & Director Berryman Absent) FUTURE BOARD MEETING AGENDA ITEMS The Board suggested the following items tentatively be considered for the April16, 2011 regular Board meeting agenda:
Annual Membership Meeting Agenda (Board) 2030 General Plan Task Force (Director Wulff) CAI Educational Information (Director Knisley) 2011 Annual Director Election Written Ballot Election Procedures (Staff)
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Version 1.0 ADJOURNMENT The Board adjourned to Executive Session at 3:45 p.m. and did not reconvene to open session. Submitted by: ______________________________ Bonnie Watkins, Recording Secretary SECRETARY’S CERTIFICATE I, Donald E. Berryman, Secretary of Tahoe Donner Association, do hereby certify that the foregoing is a true and correct copy of the minutes of the Tahoe Donner Association Board of Directors regular meeting held on April 16, 2011, as approved by the Board members in attendance and constituting a quorum at a duly convened subsequent meeting of the Board. ________________________________ Donald E. Berryman, Secretary
__________________ Date
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