AGENDA - twinrivershoa.comtwinrivershoa.com/uploads/Board_Package_2015_04_09_Meeting.pdf · Twin Rivers Homeowners Association Inc. OARD of DIRE TOR’S MEETING 2nd Floor of the Reformed

Twin Rivers Homeowners Association Inc.

BOARD of DIRECTOR’S MEETING 2nd Floor of the Reformed Theological Seminary, 1231 Reformation Drive Oviedo, Florida 32765

Thursday, April 9, 2015 at 6:30 pm

AGENDA

1. Call to Order

2. Proposed Agenda Modifications, if Any

3. Voice of the Members

HOA members are encouraged to make comments or raise issues of concern during this portion of themeeting. Speakers will be encouraged to be to the point and respectful. The time taken by Speakers may belimited by a motion duly passed by the Board. Comments of HOA Members may be allowed during otherparts of the Meeting upon concurrence of the President and/or the Board Member(s) speaking.

4. Matters Expected to be of Special Interest to HOA Members in Attendance or that Require SpecialPriority for the Meeting

a. Goals and Objectives for the Board (reserve at least 30 minutes)

b. Further Discussion regarding Committees of the Board to Confirm Changes Agreed to at theLast Meeting

5. Other Monthly Reports and Business

a. Minutes from Prior Meeting(s)

a. March 12 Annual Members Meeting

b. March 19 Board Meeting

b. President’s Report

c. Community Appearance Committee

a. Report

b. Burnham Contract Update

d. Treasurer’s Report

e. New Engagement Letter with Scott Clark for work we ask him to do on matters that do notpertain to the golf course matter

f. Property Manager’s Report

g. ARC Report

a. Other Reports as Appropriate

Citizen’s Action, Special Project Management, Communications, Nominating, Community Outreach, Budget and Finance, Community Activities

6. Adjournment

Goals and Objectives for the Twin Rivers HOA Board for 2015

Offered for Board’s Consideration by John Painter August 14, 2014 Updated March 15, 2015

Goals / Objectives How? Current Assessment 1. Effectively oppose the golf coursedevelopment

• Community involvement• Raise City Council’s awareness of our concerns• Participation in City processes• Legal research re: property rights• Encourage sale of the golf course

Progressing well. Owners’ outcry helped sway City Council; Owner withdrew his proposal; HOA working w/UCF on purchase plan. Need to keep pressure on. but has been much more difficult than necessary

2. Get the Board functioning as aneffective unit

• Improve relationship with property manager

• Get the Board focused on achieving a common set ofgoals • Ensure Board members have a sense for authority limitsand responsibilities • Help the Board understand and function within itsbudget • Support and celebrate each other’s achievements

The relationship with our property manager has taken a huge step forward since we have been working with Leigh.

Remember we are all volunteers.

3. Strengthen the relationshipbetween the Board and the HOA Members

• Conduct the Annual Meeting and Board meetings andvotes more professionally and in a manner that encourages HOA Member participation • Improve Annual Meeting experience• Present useful and understandable information to HOAMembers – Minutes, financials, manager reports, presentations • Communicate effectively with HOA Members.• Stay focused on an agenda that serves the interest ofthe HOA Members as a whole • Even-handed in enforcement – treat HOA Members withthe respect they deserve

Need to be a continuing priority

Better this year, but much more to be done. Thank you Sonny, Jeanette and other Communications Committee members for all of your help with emails and facebook!!! Develop Welcoming Packet

Leigh is on board in this area.

We seem to be in good shape in this area.

Goals and Objectives for the Twin Rivers HOA Board for 2015

Offered for Board’s Consideration by John Painter August 14, 2014 Updated March 15, 2015

• Be sure the ARC Review process is consistent, timely,efficient, and friendly

4. Continue to ImproveMaintenance of Common Areas

• Support, encourage, and help get funding approval forGobie’s and Ann’s efforts within budget constraints • Help with planning and budgeting.• Work to transfer responsibility for median north ofMitchel Hammock to others • Be sure all common areas are being maintained – noarea left behind!

Generally, this area is going well. Improvements along Lockwood are a big step forward. Action initiated with email to City Public Works Director on 13 Feb. Follow-up reqd. Thank you Gobie and Ann!!!

5. Continue to Improve theAppearance of the Community

• Support the effective, non-discriminatory enforcementof the rules and regulations in place to protect the appearance and property values of the community. • Insist that all Board members lead by example in thisarea. Insist that regulations are applied equally to all BOARD Members. • Work on the condition of the lighting along communitystreets. • Support the ARC Review process• Review what can be done to limit or reduce effects ofrental property in the Community

Progress has been made over the past three years. But, in the process, many HOA Members have been offended unnecessarily.

Community Appearance Committee should provide direction to Sentry

Requires change in HOA docs (Part of MRTA effort; see Objective 6)

6. Manage the business, financesand risks of the HOA well

• Comply with MARTA

• Understand and monitor compliance with the budget.

• Fix safety concerns involving our contractors

Consider options re: improving docs and set a direction on MARTA ASAP We need to do better.

In process.

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LANDSCAPE/GROUNDS MAINTENANCE SERVICES AGREEMENT

THIS AGREEMENT is made and entered into effective as of the ____ day of _______, 2015,

between TWIN RIVERS HOMEOWNER’S ASSOCIATION, INC. (hereinafter referred to as "HOA"),

whose mailing address is, c/o Sentry Management, Inc., 2180 West S.R. 434, Suite 5000, Longwood, FL

32779, and BURNHAM, LLC (hereinafter referred to as "Contractor"), whose mailing address is 2408

Shoal Creek Ct., Oviedo, FL 32765.

RECITALS

In consideration of the premises and the mutual covenants and obligations contained herein, the

parties agree as follows:

1. DEFINITIONS.

a. Agreement. The agreement between the parties consists of this

Landscape/Grounds Maintenance Services Agreement (“Agreement”). The Agreement represents the

entire and integrated agreement between the parties hereto and supersedes all prior negotiations,

representation or agreements, either written or oral. The Agreement may be amended or modified only as

set forth below in Article 8.

b. Services. The term Services as used in this Agreement shall be construed to

include all Services set forth in Schedules A and B, attached hereto.

2. SCOPE OF SERVICES. A description of the nature, scope and schedule of services to

be performed by Contractor under this Agreement is contained in Schedules A and B, attached hereto and

incorporated herein by reference.

3. TERM OF AGREEMENT. HOA desires to employ the services of Contractor to perform

the herein described services for a period beginning on the February 1, 2015,, and ending on January 31,

2018. This Agreement may be extended for two additional twelve (12) month periods upon agreement of

the parties hereto in writing and subject to appropriation of funds by the HOA.

4. HOA REPRESENTATIVE.

a. The HOA's authorized representative (herein referred to as the "HOA Manager")

shall be Sentry Management, Inc., whose mailing address is 2180 West S.R. 434, Suite 5000, Longwood,

FL 32779; provided, however, that the HOA may, without liability to the Contractor, unilaterally amend

this Article from time to time by designating a different person or organization to act as its representative

and so advising the Contractor in writing, at which time the person or organization so designated shall be

the HOA's representative for the purpose of this Contract.

b. All actions to be taken by, all approvals, notices, consent, directions and

instructions to be given by, all notices and other matters to be delivered to, all determinations and

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decisions to be made by and, in general, all other action to be taken by, or given to, the HOA shall be

taken, given and made by, or delivered or given to the HOA Manager in the name of and on behalf of the

HOA; provided, however, that the HOA (and not the HOA Manager) shall be solely obligated to the

Contractor for all sums required to be paid by the HOA to the Contractor hereunder.

5. COMPENSATION.

a. Provided that the Contractor shall strictly perform all of its obligations under the

Agreement, the HOA shall pay to Contractor for its Services as set forth in Article 2, a Fixed Fee in the

amount of $6,000.00 per month.

b. The Contractor shall on the 15th day of each calendar month deliver to the HOA

an Invoice in such form and with such detail as the HOA requires.

c. Based on the Contractor's Invoice, and the approval of same by the HOA, the

HOA shall make monthly payments to the Contractor on account of the Fixed Fee. Such monthly

payments shall be made on or before the 30th day of each calendar month or the 30th day after receipt by

the HOA of the Contractor's Invoice, whichever is later; provided, however, that the HOA shall have no

obligation to make payment as aforesaid if it has withheld approval of any Invoice.

d. HOA retains the right to reduce any portion of Contractor's Scope of Services as

set forth in Article 2, in accordance with the provision of Article 8 of this Agreement. In such event,

HOA shall be entitled to a reduction proportionate to the Fixed Fee.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS.

a. Contractor hereby represents to HOA that: (i) it has the experience and skill to

perform the Services as set forth in this Agreement; (ii) that it shall comply with all applicable federal,

state and local laws, rules, codes and orders of any public, quasi-public or other government authority;

(iii) it is duly licensed to observe and perform the terms, covenants, conditions and other provisions on its

part to be observed or performed under this Agreement; (iv) it has by careful examination satisfied itself

as to: (a) the nature, location and character of the general area in which the Services are to be performed

including, without limitation, the surface conditions of the land and all structures and obstructions

thereon, both natural and manmade, the surface water conditions of the general area and, to the extent

pertinent, all other conditions; and (b) all other matters or things which could in any manner affect the

performance of the Services.

b. The Contractor warrants to the HOA that all materials furnished under this

Contract shall be new unless otherwise specified, and that all Services shall be of good quality, free from

faults and defects and in conformance with the Contract Documents.

7. INSURANCE: INDEMNIFICATION.

a. Contractor shall, throughout the performance of its Services pursuant to this

Agreement, maintain:

(i) Occurrence basis comprehensive general liability insurance (including

broad form contractual coverage) and automobile liability insurance, with minimum limits of $1,000,000

and $1,000,000, respectively, combined single limit per occurrence, protecting it and HOA from claims

for bodily injury (including death) and property damage which may arise from or in connection with the

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performance of Contractor's Services under this Agreement or from or out of any act or omission of

Contractor, its officers, directors, agents, and employees; and

(ii) Workers' compensation insurance as required by applicable law (or

employer's liability insurance with respect to any employee not covered by workers' compensation) with

minimum limits of One Hundred Thousand Dollars ($100,000) per occurrence.

b. All such insurance required in Paragraph 7.a. shall be with companies and on

forms acceptable to HOA and shall provide that the coverage there under may not be reduced or canceled

unless thirty (30) days prior written notice thereof is furnished to HOA; the insurance required under

paragraph 7.a.(i) shall name as additional insured’s the HOA, the HOA Manager, and their parents,

subsidiaries, related and affiliated companies. Certificates of insurance (and copies of all policies, if

required by the HOA) shall be furnished to the HOA. In the event of any cancellation or reduction of

coverage, the Contractor shall obtain substitute coverage as required under this Agreement, without any

lapse of coverage to HOA whatsoever.

c. Contractor shall defend (if requested by HOA), indemnify and hold HOA, the

HOA Manager, and their parents, subsidiaries, related and affiliated companies, and the officers,

directors, agents, employees and assigns of each, harmless from and against any and all claims, demands,

suits, judgments, losses, or expenses of any nature whatsoever (including attorneys fees) arising directly

or indirectly from or out of: any act or omission of Contractor, its officers, directors, agents or employees;

any breach of Contractor's representations as set forth in this Agreement, or any other failure of

Contractor to comply with the obligations on its part to be performed under this Agreement. The

provisions of this paragraph shall survive the expiration or earlier termination of this Agreement, and

shall include, but not be limited to, costs and expenses of any kind or nature that arise directly or

indirectly from or in connection with the presence, suspected presence, release or suspected release of any

hazardous substance in or into the air, soil, surface water, groundwater or soil vapor at, on or about, under

or within the real property of the HOA, or any portion thereof, as a result of activities of Contractor under

this Agreement.

8. MODIFICATIONS TO THE SERVICES. Any modifications to this Agreement may

only be made in writing and shall be signed by the HOA or the HOA Manager.

9. PROTECTION OF PERSONS AND PROPERTY.

a. The Contractor shall be responsible for initiating, maintaining and supervising

safety precautions and programs in connection with the Services, and shall provide all protection to

prevent injury to all persons involved in any way in the Services and all other persons, including, without

limitation, the employees, agents, guests, visitors, invitees and licensees of the HOA and community

residents, tenants, and the general public that may be affected thereby.

b. All Services, whether performed by the Contractor, its Subcontractors, or anyone

directly or indirectly employed by any of them, and all applicable equipment, machinery, materials, tools

and like items used in the Services, shall be in compliance with, and conform to: (i) all applicable laws,

ordinances, rules, regulations and orders of any public, quasi-public or other governmental authority; and

(ii) all codes, rules, regulations and requirements of the Owner and its insurance carriers relating thereto.

In the event of conflicting requirements, the more stringent shall govern.

c. The Contractor shall at all times keep the general area in which the Services are

to be performed clean and free from accumulation of waste materials or rubbish (including, without

limitation, hazardous waste), caused by performance of the Services, and shall continuously throughout

performance of the Services, remove and dispose of all such materials. The HOA may require the

Contractor to comply with such standards, means and methods of cleanup, removal or disposal as the

HOA may make known to the Contractor. In the event the Contractor fails to keep the general area in

which the Services are to be performed clean and free from such waste or rubbish, or to comply with such

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standards, means and methods, the HOA may take such action and offset any and all costs or expenses of

whatever nature paid or incurred by the HOA in undertaking such action against any sums then or

thereafter due to the Contractor.

10. BOOKS AND RECORDS. Contractor shall maintain comprehensive books and records

relating to any Services performed under this Agreement, which shall be retained by Contractor for a

period of at least four (4) years from and after the completion of such Services. HOA or its authorized

representatives, shall have the right to audit such books and records at all reasonable times upon prior

notice to Contractor. The provisions of this paragraph shall survive the expiration or early termination of

this Agreement.

11. USE OF HOA'S NAME. The contractor, by virtue of this Contract, shall acquire no right

to use, and shall not use, the name of the HOA or the name "Twin Rivers" (either alone or in conjunction

with or as part of any other word, mark or name) in any advertising, publicity or promotion; to express or

imply any endorsement by HOA of the Contractor's Services; or in any other manner whatsoever

(whether or not similar to the uses hereinabove specifically prohibited).

12. ASSIGNMENT. This Agreement is for the personal services of Contractor and may not

be assigned by Contractor in any fashion, whether by operation of law, or by conveyance of any type

including, without limitation, transfer of stock in Contractor, without the prior written consent of HOA,

which consent HOA may withhold in its sole discretion.

HOA retains the right to assign all or any portion of this Agreement at any time. Upon such

assignment, and provided the Assignee shall, in writing, assume HOA's obligations under this Agreement,

HOA shall be automatically released and discharged from any and all of its obligations under HOA's

obligations under this Agreement.

13. SUSPENSION OR TERMINATION.

a. Anything in this Agreement to the contrary notwithstanding, HOA shall, in its

sole discretion and without cause, have the right to suspend or terminate this Agreement upon thirty (30)

days prior written notice to Contractor. In the event of termination, HOA's sole obligation and liability to

Contractor, if any, shall be to pay to Contractor that portion of the fee earned by it, plus any earned

amounts for extra Services performed pursuant to Articles 5 and 8, through the date of termination.

b. If the Contractor should become insolvent, file any bankruptcy proceedings,

make a general assignment for the benefit of creditors, suffer or allow appointment of a receiver, refuse,

fail or be unable to make prompt payment to Subcontractors, disregard applicable laws, ordinances,

governmental orders or regulations or the instructions of the HOA, or if the Contractor should otherwise

be guilty of a violation of, or in default under, any provisions of the Contract, then the HOA may, without

prejudice to any other right or remedy available to the HOA and after giving the Contractor and its surety,

if any, seven (7) days written notice, terminate the Contract and the employment of the Contractor. In

addition, without terminating this Contract as a whole, the HOA may, under any of the circumstances set

forth above, terminate any portion of this Contract (by reducing, in such manner the HOA deems

appropriate, the Scope of the Service to be performed by the Contractor) and complete the portion of this

Contract so terminated in such manner as the HOA may deem expedient.

14. SUBCONTRACTORS. If the Contractor desires to employ Subcontractors in connection

with the performance of its Services under this Agreement:

a. Nothing contained in the Agreement shall create any contractual relationship

between the HOA and any Subcontractor. However, it is acknowledged that the HOA is an intended

third-party beneficiary of the obligations of the Subcontractors related to the Services.

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b. Contractor shall coordinate the services of any Subcontractors, and remain fully

responsible under the terms of this Agreement; Contractor shall be and remain responsible for the quality,

timeliness and the coordination of all Services furnished by the Contractor or its Subcontractors.

c. All subcontracts shall be written. Each subcontract shall contain a reference to

this Agreement and shall incorporate the terms and conditions of this Agreement to the full extent

applicable to the portion of the Services covered thereby. Each Subcontractor must agree, for the benefit

of the HOA, to be bound by such terms and conditions to the full extent applicable to its portion of the

Services.

15. NOTICE.

a. Notices required or permitted to be given under this Agreement shall be in

writing, may be delivered personally or by mail, facsimile, or courier service, and shall be deemed given

when received by the addressee. Notices shall be addressed as follows:

If to HOA: Sentry Management, Inc.

2180 West S.R. 434, Suite 5000

Longwood, FL 32779

If to Contractor: Burnham, LLC

2408 Shoal Creek Ct.

Oviedo, FL 32765

Attn: Jonathan Burnham

or to such other address as either party may direct by notice given to the other as hereinabove provided.

b. Notwithstanding the foregoing, any notice sent to the last designated address of

the party to whom a notice may be or is required to be delivered under this Agreement shall not be

deemed ineffective if actual delivery cannot be made due to a change of address of the party to whom the

notice is directed or the failure or refusal of such party to accept delivery of the notice.

16. LEGAL PROCEEDINGS.

a. This Agreement shall be construed and interpreted in accordance with the laws of

the State of Florida and shall constitute the entire and sole understanding of the parties hereto

notwithstanding any prior or written statements, instructions, agreements, representations, or other

communications.

b. Any legal proceeding of any nature brought by either party against the other to

enforce any right or obligation under this Agreement, or arising out of any matter pertaining to this

Agreement or the Services to be performed hereunder, shall be submitted for trial, without jury, before the

Circuit Court of the Eighteenth Judicial Circuit in and for Seminole County, Florida; or, if the Circuit

Court does not have jurisdiction, then before the United States District Court for the Middle District of

Florida (Orlando Division); or if neither of such courts shall have jurisdiction, then before any other court

sitting in Seminole County, Florida, having subject matter jurisdiction. The parties consent and submit to

the jurisdiction of any such court and agree to accept service of process outside the State of Florida in any

matter to be submitted to any such court pursuant hereto, and expressly waive all rights to trial by jury

regarding any such matter.

c. In the event that any provision of this Agreement is judicially construed to be

invalid by a court of competent jurisdiction, such provision shall then be construed in a manner allowing

its validity or, if this leads to an impracticable result, shall be stricken but, in either event, all other

provisions of the Agreement shall remain in full force and effect.

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17. MISCELLANEOUS PROVISIONS.

a. Any failure by HOA to require strict compliance with any provision of this

Agreement shall not be construed as a waiver of such provision, and HOA may subsequently require strict

compliance at any time, notwithstanding any prior failure to do so.

b. The acceptance of final payment under this Agreement, or the acceptance of final

payment upon early termination hereof, shall constitute a full and complete release of HOA by Contractor

from any and all claims, demands and causes of action whatsoever which Contractor may have against

HOA in any way related to the subject matter of this Agreement and Contractor shall as a condition

precedent to receipt of final payment from HOA, submit to the HOA a fully and properly executed

general Release, in a form acceptable top HOA. Neither the HOA's review, approval or acceptance of, nor

payment for, any of the Services required under this Agreement shall be construed to operate as a waiver

of any rights under this Agreement or of any cause of action arising out of the performance of this

Agreement and Contractor shall be and remain liable to HOA in accordance with law for all damages to

HOA caused by the Contractor's performance of any of the Services furnished pursuant to this

Agreement.

c. It is understood and agreed that Contractor is acting as an independent contractor

in the performance of its Services hereunder, and nothing contained in this Agreement shall be deemed to

create an agency relationship between HOA and Contractor.

d. The rights and remedies of HOA provided for under this Agreement are

cumulative and are in addition to any other rights and remedies provided by law.

e. This Agreement has been negotiated fully between the parties as an arm's length

transaction. In addition to the representations and warranties contained in Article 6 of the Agreement, the

Contractor acknowledges that prior to execution of the Agreement it has thoroughly reviewed and

inspected this Agreement, and satisfied itself regarding any error, inconsistency, discrepancy, ambiguity,

omission, insufficiency of detail or explanation. Contractor further acknowledges that the parties have

participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a

dispute concerning the interpretation of any provision of this Agreement, all Parties are deemed to have

drafted chosen and selected the language, and the doubtful language will not be interpreted or construed

against any Party.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed affective as of the

day and year first above written.

Contractor: BURNHAM, LLC Owner: TWIN RIVERS HOMEOWNER’S

ASSOCIATION, INC.

_________________________ ____________________________

_________________________ ____________________________

_________________________ ____________________________

By:_______________________ By:__________________________

Its:_______________________ Its:__________________________

Dated:_____________________ Dated:________________________

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Twin Rivers Homeowners’ Association Inc.

Board of Directors’ Meeting 1231 Reformation Drive Oviedo, Florida 32765

Thursday, March 19, 2015

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Call to Order Meeting was called to order by Robert Rhoades, President, at 6:33pm. Other Directors in attendance were Bob White, John Painter, W.M. (Sonny) Messer III, Jim Ellerbe, and Cheryl Siegler-Restagno. Representing Sentry Management was Leigh Quinn, Property Manager. Motion was made by Robert Rhoades - To adjust the agenda to put the election of Directors to take place after the approval of the previous Board minutes. Motion was seconded by Bob White. Motion was approved 4-2. John Painter and W.M. (Sonny) Messer III opposed. Voice of the Members HOA members were encouraged to make comments or raise issues of concerns. Approval of the Minutes/Burnham Contract Motion was made by Robert Rhoades and seconded by Cheryl Siegler-Restagno - To amend the February 12, 2015 Board Meeting minutes to reflect his reason for opposing the motion: “That

the Board determines that it is not in the best interests of the HOA and its Membership to require voter’s designation forms be completed by each home owner prior to being allowed to vote in member elections. Further, the Board directs its Property Manager to implement a system acceptable to the Board for recording Member votes at the annual meeting that provides assurance that not more than one vote is cast per HOA property and that Sentry refer to the appropriate Seminole County tax records to determine property ownership.”

Motion failed with a vote of 3-3 with Bob White, John Painter, and W.M. Messer III opposing. Motion was made by Robert Rhoades to amend the February 12, 2015 Board Meeting minutes to state that the Board had voted to put the ballot on the Proxy. There was no second to the motion. Motion was made by John Painter and seconded W. M. (Sonny) Messer III - To approve the February 12, 2015 Board Meeting minutes. No vote was taken.

Note: During the discussion of the February meeting minutes, Robert Rhodes raised a concern a motion concerning the Burnham contract had not been properly recorded in the February minutes. As a result the following motion was made to address his concern, assuming that he was correct. Later, it was determined that the Burnham contract had been addressed in two prior motions making this motion unnecessary. The two prior motions of the Board are included at the end of these minutes for reference. * Motion was made by John Painter and seconded by Cheryl Siegler-Restagno - that the Board approve the financial terms (effective January 1, 2015) of the landscaping contract




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with Burnham LLC and to direct the Treasurer to work with Attorney Scott Clark to develop a more comprehensive contract and authorize up to 3 hours of Scott Clark’s time for that purpose. Motion was approved 6-0.

Motion was made by John Painter and seconded by W.M.(Sonny) Messer III to approve the February 12, 2015 Board Meeting minutes. Motion was approved 5-1, Robert Rhoades opposing. Election of New Board Members Motion was made by John Painter and seconded by Bob White - That, consistent with the commitments made to the HOA Members at the March 12 Annual Meeting and the results of the Straw Poll of the Members taken during that meeting after a determination was made that a Quorum was not in attendance or represented by Proxies, the Board:

1. Accept the resignation of Siri (“Gobie”) Goberdhan and elect Wils Bell to fill Gobie’s Board Member position for a term of 3 years;

2. Recognize the long and excellent service by Gobie during his tenure as a Board Member;

3. Express our appreciation for Gobie’s commitment to serve as the Chair of the Community Appearance Committee; and

4. Recognize and endorse the decision by Sonny Messer to continue for another three year term as a Board Member.

Motion was approved 5-1 with Robert Rhoades opposing.

Wils Bell is now attending meeting as a Director.

Election of Board Officers Motion was made by John Painter and seconded by W.M. Messer III - that the following slate of officers be elected by the Board for the coming year to fulfill the duties indicated, which are




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consistent with the HOA By Laws. Each officer listed shall serve in this capacity for one year unless he or she resigns, is removed, or is otherwise disqualified to serve.

Motion was approved 6-1. Robert Rhoades opposing.

New President Bob White presided over the meeting from this point forward

Committees and Committee Chairs

Motion was made by John Painter and seconded by Cheryl Siegler-Restagno

That the Committees and Committee Chairs shown on the attached Proposed Committee Organizational Chart be adopted by the Board for the coming year. (See Committee Organizational Chart attached to these minutes.)

Motion was approved 7-0.

Position Person Overview of Role

President:

Bob White

Manage and lead Board and Annual Member Meetings

Working with Committees and other Board Members, achieve the Goals and Objectives established by the Board

Sign official documents on behalf of the Board or HOA as appropriate

Vice President:

Sonny Messer

Assist the President in accomplishing his or her roles

Fulfill the duties of the President should the President be unavailable or absent

Secretary/ Treasurer:

John Painter

Fulfill the roles established by the By-Laws including managing: Board minutes and records; preparation of meeting notices, agendas, plans and arrangements; and financial matters.

Assistant Secretary:

Jeanette Messer

Assist the Secretary in the fulfillment of the Secretary’s obligations concerning Board minutes and records, preparing notices and agendas, and meeting arrangements.




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Scope and Authority of the ARC

Motion was made by John Painter and seconded by Bob White -

That the Board delegate its duties and responsibilities under Article X of the Declaration of Covenants to the Architectural Review Committee (ARC) appointed by the Board, subject to the following provisos:

1. This delegation will be effective through the next election of Officers of the Board in 2016, unless modified earlier by resolution of the Board.

2. The ARC shall provide to the Board at each Board meeting a listing of each action taken since the last Board Meeting, with detail regarding any requests that are not approved or are deferred by the ARC; and

3. Any HOA Member may appeal to the entire Board for re-consideration of any determination made by the ARC.

This motion is consistent with the provisions of Article X of the Declaration of Covenant, which in part provides:

Section 10.1 of the Declaration of Covenants - Requirement of Board Approval.

........ no improvement or structure of any kind, including, without limitation, any building, wall, fence, swimming pool, tennis court, or screen enclosure, shall be erected, placed or maintained on any portion of The Properties; no landscaping or planting shall be commenced or maintained upon any portion of The Properties and no addition, alteration, painting, modification or change to any such improvement, structure, landscaping, or planting shall be made without the prior written approval of the Board. (Emphasis Added.)

Section 10.5 of the Declaration of Covenants - Appointment of Architectural Committee. By resolution the Board may assign and delegate all or any portion of its duties and responsibilities under this Article X to on architectural committee appointed by the Board for such period of time as the Board shall provide for in such resolution.





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Future Board Meeting Agendas

Motion was made by John Painter and seconded by Wils Bell -

That the Board establish the following procedure and structure pertaining to Agendas for future Board Meetings in order to make participation in Board Meetings by Board Members and HOA Members more enjoyable, efficient and effective.

Agenda Development

a. Any Board Members can submit requests to the Secretary and President that any topic be on the upcoming Board Meeting Agenda. The President will give due and reasonable consideration to all requests.

b. Approximately 10 days prior to each Board Meeting, a draft agenda will be provided to the President by the Secretary.

c. The Agenda will be finalized and distributed to the Board Members by or at the direction of the President. The goal will be to distribute the Agenda at least 5 days prior to the meeting.

d. Normally, proposed motions will be drafted and provided to all Board Members prior to the meeting. This does not precluded a Board Member from offering other motions during the meeting.

Agenda Structure

a. Call to Order

b. Motions to Modify the Agenda Order or to Add or Remove an Agenda Item The Board will not take action on items added to the Agenda unless the matter clearly requires action prior to the next Board Meeting.

c. Voice of the Members HOA members will be encouraged to make comments or raise issues of concern during this portion of the meeting. Speakers will be encouraged to be to the point and respectful in comments. The time taken by Speakers may be limited by a motion duly passed by the




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Board. Comments of HOA Members may be allowed during other parts of the Meeting upon concurrence of the President and/or the applicable Board Member(s).

d. Matters Expected to be of Special Interest to HOA Members in Attendance or that Require Special Priority for the Meeting (e.g., renewal of insurance)

Reports of Special Interest/Priority

Business of Special Interest/Priority

e. Other Monthly Reports and Business

Approval of Minutes from Prior Meetings

The other monthly reports and business will be placed on the Agenda in the order deemed by the President to be most appropriate. Reports normally will include:

i. Community Appearance Committee (To the extent appropriate, preference will be given to this report should Gobie prefer not to remain for the entire meeting.)

ii. President’s Report

iii. Treasurer’s Report

iv. Management Report

v. ARC Report

vi. Other Reports as Appropriate – Communications, Citizen’s Action, Nominating Adjournment

f. Adjournment





Minutes

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Goals and Objectives of the Board

Motion was made by Bob White and seconded by Cheryl Siegler-Restagno - That the establishment of the Goals and Objectives of the Board be tabled until the April 2015 Board Meeting. Motion was modified by Bob White and seconded by Cheryl Siegler-Restagno - That the establishment of the Goals and Objectives of the board for 2015 be a topic of Special Priority at the April 2015 Board Meeting.


Insurance Program Renewal Approval

Motion was made by John Painter and seconded by Cheryl Siegler-Restagno -

1. That the Board ratify and affirm the action taken by email vote on March 13 and 14 under the Board’s “Emergency Voting” procedure to approve the Aspen Package of insurance policies as proposed by the HOA’s insurance agent, Sandy Lewis of IOA, and

2. Our Property Manager and Insurance Agent be asked to ensure that renewal quotes are provided at least 3 weeks prior to the February 2016 Board Meeting to allow time for the insurance renewal to be considered and approved at that February 2016 meeting.

Motion was approved 6-0. Wils Bell abstained.

Compliance with MRTA/Plan for Improving HOA Documents

Motion was made by John Painter and seconded by W.M. (Sonny) Messer III - That the Board to authorize requesting legal advice from Scott Clark as follows:

1. Clarify the process of changing HOA documents

a. Normally

b. In connection with complying with MRTA

2. Clarify the process for the HOA to comply with MRTA




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3. Propose a process for identifying and developing changes to the HOA documents either in connection with complying with MRTA or otherwise.

4. This legal work is to be managed by the Special Projects Management Committee.

5. Scott shall not be asked to perform more than 10 hours of work without further approval from the Board.


Tree Trimming Motion was made by John Painter and seconded by Cheryl Siegler-Restagno - That the Board approve the $1200.00 contract by Budget Trees to trim trees at the intersection of Big Oaks Drive and Lockwood Blvd and to pay for this project from the Reserve Account. Motion was approved 7-0. Monthly Reports President’s Report No report by new President Bob White. Community Appearance Committee Report No report Treasurer’s Report Report was given by John Painter. Property Manager’s Report Report given by Leigh Quinn.

Motion was made by John Painter and seconded by W.M.(Sonny) Messer III - Re: Homeowner 3B2073 - That late fees and interest be waived after full payment is made. Motion was approved 7-0. Motion was made by John Painter and seconded by Cheryl Siegler-Restagno –




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Re: Homeowner MC0006 - That the Board will agree to the $25 per month payment plan requested by the homeowner and waive the interest and late fees on successful completion of the plan, conditioned that the homeowner pay the 2016 and 2017 assessments on time. Motion was approved 7-0.

ARC Report was given by Cheryl Siegler-Restagno. Adjournment Meeting was adjourned by President Bob White at 9:04pm. Respectfully Submitted, John F. Painter, Board Secretary/Treasurer ______________________________________________________________________________ * This is the note referenced on page 1 of these minutes.

From the November 13, 2014 BOD meeting minutes under Unfinished Business: Landscape Maintenance Agreement Contract Motion was made by John Painter and seconded by Jim Ellerbe - To approve the new contract (with Burnham LLC) in principal but to have Attorney Scott Clark review the contract and add paragraphs clarifying safety and liability issues. To have Siri Goberdhan submit these contract revisions to the landscaper and if the landscaper agrees to these revisions, the contract is approved. Motion was approved 6-0. From the February 12, 2015 BOD meeting minutes: Motion was made by John Painter and seconded by Robert Rhoades - To approve the financial terms of the landscape contract with Burnham LLC and authorize the Property Manager to make payment. Motion was approved 7-0.

Proposed Board Committee Organization Chart for the Twin Rivers HOA Board Committees for 2015

Offered for Board’s Consideration With Modifications Discussed on March 19, 2015

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Committee Chair/Vice Chair And Notes re: Other Members

Purpose

1. Architectural Review Committee Chair – Cheryl Siegler-Restagno Vice Chair – Ann Blacketer Other Committee Members: Robert Rhodes

As defined by resolution to be considered at the March 19, 2015 BOD Meeting. Generally though: Review and approve or disapprove

application for approval of changes in buildings, walls, drives and landscaping as required in Article X of the Declaration of Covenants

2. Community Appearance Committee Chair – Gobie Vice Chair – Ann Blacketer Other Committee Members: Robert Rhodes

As defined by resolution passed at the February 12, 2015 BOD Meeting. Generally, though: Manage the landscaping and common area

maintenance responsibilities of the Board; and

Coordinate with our Property Manager regarding enforcement of the HOA’s rules and regulations as they pertain to community appearance.

3. Community Outreach Committee Chair – Wils Bell Vice Chair – Sonny Messer Other Committee Members: Tom Petrillo Numerous block captains

To build, manage and use the Block Captain program to: Promote involvement of the HOA Members

in Board Meetings and Annual or Special Meetings of the HOA Members; and

To welcome and provide key information to new HOA members and obtain contact info from them for use by the Communications Committee.



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Purpose

4. Communications Committee Chair – Jeanette Messer Others – Diane Bahn Board Member John Painter will coordinate with and assist this Committee

To improve and manage communications with HOA Members using at least the following channels: MailChimp, Website, Facebook, and Signage

5. Business and Finance Committee

Chair – John Painter Other Committee Members: Cheryl Siegler-Restagno Tom Petrillo

Preparation of HOA Budget, review of major contracts, consideration of key business relationships with Sentry, attorneys, and others. This Committee has no authority to adopt budgets or enter into contracts on behalf of the Board, but would evaluate matters assigned to the Committee and would bring recommendations to the Board.

6. Nominating Committee Chair – Sonny Messer Vice Chair – Bob White Other – Wils Bell

Make nominations of new and replacement Board Members when openings occur.



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Purpose

7. Citizen’s Action Committee Chair – Bob White Vice Chair – John Painter Numerous Members

As defined by resolution passed at the March 20, 2014 BOD Meeting. Generally, though: provides for the HOA Board’s effectiveness in

its opposition to the Twin Rivers Development Agreement/ Master Land Use Plan (DA/MLUP) modification

If necessary, the committee will also

recommend board positions regarding the future golf course proposal.

8. Special Project Management Committee

Chair – John Painter Other – Bob White, Jim Shiflett

This is a proposed modification of the role defined by resolution passed at the May 8, 2014 BOD Meeting. The Management Team would now be a Committee of the Board and would: Direct the efforts of our legal and

professional support team on behalf of the Board in opposing and developing alternatives to the proposed development of Twin River’s Golf Course, and

Manage such efforts within the budget authorizations approved by the Board.



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Purpose

9. Community Activities Committee Chair – Robert Rhodes Others -- ?

Organize and manage community events. Committee to determine events, but some ideas are: Decorating entrances at various holidays Community Garage Sales Special Activities such as the bike/golf cart

parades Organizing Twin Rivers for "national night out

" https://natw.org/registration

https://natw.org/registration