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The ASSOCIATION of ANGEL FIRE PROPERTY OWNERS Board of Directors Meeting Minutes January 14,2009
President Barry Rogers called the meeting to order at 5:00 PM at the Resort Hotel.
Roll Call Barry Rogers, President, Present Jim LeBus, Vice President, Present Jack Fuehr, Secretary-Treasurer, Present Joan Ronchetti, Director, Present Harvey Wright, Director, Absent Chuck Verry, Director, Present Lovelle Upton, Director, Present via teleconference Robin May, Director, Present Spencer Hill, Director, Present Eight Directors present, Quorum Established
1. Guests and Audience Introductions Karen Nichols, Board Administrative Assistant (BAA) B.D. Terry, E/ACC Chair Maren Smith, Angel Fire Resort 2. Accept the Agenda Jim made the motion to approve the agenda. Jack seconded the motion. The motion passed unanimously. 3. Resort Report Maren Smith outlined several upcoming activities. Many "beer related activities" will occur throughout the month. Albuquerque radio station 94 Rock will broadcast from the Lodge over this weekend. The Member Social, a spaghetti dinner, will be held at 5 pm in the Lodge conference rooms. "Big 01' Texas" weekend and the Jack Ingram concert (volunteers still needed) will be held on Saturday night. Membership complaints are way down; only six guest recovery tickets were issued during the surge holiday period. The Lodge is sold out again this weekend. In response to a question from Lovelle, Maren indicated that traffic and skier-days are similar to last year. A "secret shopper" assessment of the Caliente restaurant is being conducted on random days and times. Deployed volunteers are provided meal compensation and must complete an assessment form containing very specific evaluation criteria. Comments made by Board members who had eaten at Caliente were very positive. Several members complimented the Resort regarding the ski conditions on the mountain. The Summit House provided outside drinks/cocktail service during the surge period; the service was well received. 1 There was discussion about attempts to charge Platinum members to use the Platinum Parking Lot. Maren is adamantly against this, stating that (191 Platinum Members) "will not be charged for Platinum Parking" at the parking lot adjacent to the ski school. Jack questioned if there was a procedure in place for members to get a temporary badge if the badge-making machine in the Membership Office was not working. Maren advised that members are issued a lift ticket at the ticket office for that day. 4. New Business Recording Secretary. Jack stated that the Board does not have anyone on contract to provide a draft of the meeting minutes. Jim suggested this could be another task for Karen, the Board Administrative Assistant, if she would be willing to take it on. Karen stated she would be willing to try .. 5. Motions for Board Action a. Approval of Minutes, November 12 and December 10, 2008. Maren stated that some of the statements made by CEO Pat Brunstad at the December meeting were not accurate. She requested the minutes be changed to reflect the correct information. Jack stated, and the Board agreed, that Pat's statements would remain as recorded. Maren's corrections to Mr. Brunstad's previous statements will be captured, for the record, in these minutes (see below). The Chair called the vote. The November 2008 and December 2008 minutes were approved as written. To correct the record, Maren reported that the Rental Assurance Program presented last month has been discontinued. Maren stated that the Resort discovered that they cannot deduct 50 cents per hour from their employees' paychecks to be used as a bonus if they complete the full term of their contracts and did not cause any damage to their temporary housing. b. Designation of Coordinator - Annual Meeting Presentation. Jim moved to appoint Karen Nichols as the coordinator for the 2009 Annual Meeting Presentation. Lovelle seconded the motion. Discussion focused on the confusion and difficulties experienced last year. The presentation requires information from multiple sources, with varying levels of content release authority. A central focal point is needed to provide continuity of content and version control. Barry called the vote. The Board approved Karen Nichols as Project Officer for the 2009 Annual Meeting Presentation. c. Designation of Coordinator - Election Committee. Maren mentioned that she had contacted a Denver company, PrintPoint, to scrub the membership list for incomplete addresses, duplicates, missing ZIP codes, etc. The cost ofthis project - that included the postcard but not the postage - was less than $300. Jim made a motion to appoint Spencer as the project coordinator for the 2009 election of Board Directors. Chuck seconded the motion. Spencer was hesitant but agreed to serve with assurance from Barry that several experienced volunteers are able and willing to help. Barry called for a vote. The Board approved Spencer Hill as Committee Chair for the Election of Board Directors in June 2009. 2 6. Reports/Old Business Discussion a. E/ACC Report. B.U Terry stated that there has been no construction activity in 2009. With so much snow on the ground, final inspections are not being scheduled and only two second inspections have been conducted. Total approved plans/permits for new houses and upgrades for 2008 were 41 , up from 39 in 2007. B.U. said that he and Kim Stewart are acting temporarily as inspectors since Stu Lassetter is no longer living in the area. Barry asked if the E/ACC could update the 18-year old Resort-originated operating instructions still being used by the E/ACC. B.U. stated that his committee is currently reviewing the document. Barry suggested that Karen assist in this review. Karen will forward to the Board members an e-copy of the E/ACC reports dated 1/12/2009. The E/ ACC Report is attached. b. Vice President's Report. Jim began by saying that the PID Board had started the loan application process for $1,000,000 with New Mexico Finance Authority. The NMFA has intimated that they are willing to finance the other $22,800,000 for the project. The PID Board has extended the deadline for the submission of construction proposals until January 20, 2009. The PID Construction Committee plans to meet on the 22nd to evaluate those proposals. Jim expects the PID Board to hold a special meeting on the 27th to approve the contractor from the three bids expected. Jim said that he and Dan Rakes met with the Colfax County Commissioners on January 13, 2009 and stated that Whitney Hite, the chair of the County Commission, is taking exception to many aspects of the PID. In particular, the County wants to interpret PID Statute 5-11-19 rather than 5-11-20 under which the PID was formed. Statute 5-11-19 requires that foreclosures will not be initiated for unpaid taxes until 3-years overdue. Statute 5-11-20 allows foreclosure action after unpaid taxes are 6-months overdue. PID Board representatives, along with their legal and financial experts, will meet again with the County Commission on January 26, 2009. Jim admitted that the PID Board "dropped the ball" last summer when they failed to notify those members involved in the PID to get ready for the first assessment in November 2008. Many people are questioning why assessments are being levied without a construction contract in place. Jim explained that first year assessments are the single most important factor now motivating loan offers from financial agencies. Jim said that the fact that the assessments are collectible demonstrates to the lending agencies that the project funding will be repaid. The New Mexico Finance Authority is prepared to start the signature of loan documents for $22.8m. A Design Contract will be funded first for $lm (5.2326%) to be expended February 1 through May 30, 2009. If funding is secured through RUS, Jim expects the financing to be at a rate around 4.5%; funds from the NMFA would be slightly higher at 5.6%. The next issue is timing. If the construction bids come in within budget and a design-build contractor is selected, the contractor will spend the winter months designing the project until able to break ground in the spring. Financing will be secured during this period and the funds will be disbursed when the contractor is ready to begin "moving dirt." 3 Lovelle suggested this "shovel ready" project be put on Obama's desk for federal funding consideration. Jim said this would be pursued. Chuck mentioned that Gerald White had resigned from the PID Board. Gerald has agreed to remain on the Construction Committee. Jim said that Gerald's expertise has been invaluable in pulling this project together. Mr. Allan Young, a civil engineer, has agreed to take his place and the PID Board plans to seek his appointment to the Board by the Angel Fire Village council. The PID engineering firm, HDR, has identified a lot in a membership-only subdivision of the Resort that is needed for an additional Angel Fire Village water tank. The current lot owner will be compensated through a property exchange. The tank storage lot will be re-platted to abandon the membership dues and ownership transferred to the Village of Angel Fire. c. Treasurer's Report. Jack reminded the Board that a Requisition Reimbursement Form and receipts/invoices are needed to request reimbursement for expenses/services. Jack stated that the 2007 tax payment had been inadvertently applied to the 2008 tax bill. John Burst, AAFPO' s CPA, is aware of the problem and is working with the IRS to correct the problem. The Treasurer's Report is attached. d. Communications Committee Report. Robin reported that the committee did not meet during the holidays. A web site design working group meeting will be held soon. Spencer, Maren, and Karen Nichols will be invited to participate. e. Membership Socials Funding. Barry stated that he and Joan met with Resort CEO Pat Brunstad and Mike Smith, Director of Guest Services, to discuss the Resort's response to AAFPO's letter dated November 19, 2008. Barry stated that all detailed reports regarding the costs of the socials should be disregarded and destroyed. In that meeting, Mr. Brunstad stated that the Resort will continue to fund the cost of the membership socials, with no funds from AAFPO, with the following conditions: 1) the AAFPO funding contribution may be requested if/when the average annual attendance significantly increases. Maren stated that some months are better attended than others are with about 200 being the current monthly average. The highest attendance months are typically January, February, July and August. 2) the AAFPO funding contribution may be requested if/when AAFPO requests a special venue, menu or decor. For example, a Valentine's Day event with free roses for the women would fit the second criteria. The Resort will monitor the attendance and budget trends in order to provide sufficient information and time for AAFPO to review and respond to any request for additional funding. Maren will coordinate with Mike Smith to develop the methods and procedures to be used in this regard. Jack suggested that the Resort provide an event similar to last year's Valentine's Day social and charge for the event this year. The profit from the event could then be used to defray the costs of socials in other months. Maren interjected that some of the restaurants were unhappy with the Resort for holding a social on a high-profit day for them last year. Maren will present this suggestion to Resort management since it is their event and not AAFPO' s. 4 f Board Operating Instruction (Or). Jim stated that he and Karen are working to integrate into an operating instruction the two recently introduced resolutions: Board Appointment of Committee Chairs and the Deadline for Submission of Documents in Support of Board Action. Karen is trying to modify each resolution into an Operating Instruction (Or). A draft has been written and forwarded to Jim. When the or meets "critical mass," it will be distributed to the Board for their comments. Karen explained that the resolution process has been an effective method for the Board to review and adopt internal policies and procedures. While some resolutions may result in necessary changes to the governing documents, most are simply clarification of the internal procedures that the Board wants to use in the execution of its duties. Karen stated that consolidation of adopted resolutions into a single operating instruction might better serve the Board. Jim explained that his concept is to make the Directors' job more relaxed yet still accomplish what needs to be done. Jim cited as an example the Amenities Committee Report being submitted after the deadline. In this case, if everyone on the Board agrees that the item needs to be discussed, the Board could proceed as if the report had been submitted when required. Lovelle interjected that this would require a unanimous vote by the entire Board during the meeting to consider relaxing the rules to permit consideration of an item that did not meet the deadline. Jim will distribute a draft the or to the Directors soon. g. AAFPO Weekend. Robin reported that Mike Wooley has agreed to be the Project Lead for "AAFPO Weekend." Jack will meet with Robin, Marianne Pratt, Executive Director of the Chamber, and Mike to present his concept of "AAFPO Weekend" and bring the new members "up to speed" on all of the plans that have been made to date and the commitments made by the Resort, the Rotary Club, the realtors, the builders association, members of the Chamber and others to this event. Robin feels this is an excellent kickoff to the summer season and will generate opportunity for local entities to "show off." The weekend will offer AAFPO members something more to do than just the Annual Meeting. If handled right, the event could attract AAFPO members who are not currently homeowners and instill a desire to be part of the community. Robin sees this event "as an anchor - a dry and non-muddy end to winter!" Jim asked if this could lead to a return of "Wings over Angel Fire." Robin was noncommittal and Chuck said that "Wings" never made any money for the Chamber. Robin commented that an event does not have to make money to generate a great deal of interest and notoriety for Angel Fire. He cited as an example the "Shovel Races" that generated interest from people all over the country. Barry raised the issue that commitments made by various entities need to be validated. Jack commented that the commitments made by the Resort and other entities are described in the October Communications Committee Report. Karen commented that all of the events mentioned in the November issue of "The Mountain View" were signed off by Pat before publication. Maren agreed and said that she has no concern that the Resort will back away from their earlier commitments. Any budget concerns will be addressed in the FY20 1 0 Resort budget. Barry wants everything to be "up front" and "in writing" to guarantee that the commitments are met. 5 h. Amenities Committee Report. Maren reported that the Resort has an unsigned contract for the bathhouse for $156K (up from $130K) and is awaiting input from AAFPO. Chuck said that the increase above the budgeted amount would require Board approval to proceed. He further stated that not all of the Discretionary Fund expenditures are current as of the date of this meeting. Most 2008 projects have been completed and there appears to be enough money left for the RV Park bathhouse, although this cannot be confirmed until the Resort updates the expenditures in the tracking system. Chuck also pointed out that there were coding problems in the report that allocated expenses incorrectly to some projects. Maren advised that she would be meeting with Gina Kieft, the Resort controller, on Monday to resolve these issues. The contract proposal currently being considered is from Interior Specialists. Robin suggested that local contractors be included in the bidding process. Chuck interjected that there are two questions: 1) can we do better than the other contractor; and 2) do we have funds in the Discretionary Account to cover this increase in projected cost. Maren expressed a concern that if additional bids are sought, it could delay the process. Robin expressed his opinion that additional bids should have been sought several months ago. He further stated that material prices are falling and local contractors are looking for work. Jim commented that both the Resort and the Village have been looking outside the Moreno Valley for contractors and feels that they need to be reminded to look locally first. Chuck felt that with plans in hand, it would not be difficult for the Resort to seek bids from local contractors. Maren agreed to follow-up with Pat. Robin asked if additional contractors are interested in bidding on the project, should they contact Pat? Maren said that Pat is the contact for this project. Maren then expressed her concern that delay could threaten the completion of the project this fiscal year. Barry suggested giving Chuck our proxies and letting him decide. Lovelle countered that a better approach would be for the Board to vote via E-mail. Lovelle made a motion to approve the construction of the RV Park bathhouse for a sum not to exceed $156,000 based on the decision of the Chairman of the Amenities Committee if the funds are available Jim seconded the motion and the motion was approved with two abstentions. The Amenities Committee report is attached. There being no further business, the meeting was adjourned at 6:20 pm. Summary of Board Decisions: Approved Karen Nichols as Recording Secretary Approved the November and December 2008 minutes Designated Karen Nichols as Project Officer for the 2009 Annual Meeting Presentation Designated Director Spencer Hill as Committee Chair for the 2009 Election of Board Directors Approved $156K or less bathhouse bid acceptance authority to Amenities Committee Chair 6
Respectfully submitted via email January 30, 2009 PrepMedby: ______________________ __KMen Nichols, BAA Adopted by Board Approval:Jack Fuehr, Secretary
Attachments: Treasurer's Report Amenities Committee
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