Recap of Motions of the FRCA Board of Directors January 13 ...fallsrun.org/FRmembers/board_minutes/2006-2007_motion_recap/20… · Recap of Motions of the FRCA Board of Directors

Recap of Motions of the FRCA Board of Directors

January 13, 2006 Through December 14, 2007

1

January 13, 2006 at 1:00 p.m. at the Center at Falls Run.

A motion was made by Toni Brown to authorize Koger Management to

make a partial payment of invoices from Executive Electric for snow

removal in the Villas and the single family areas as follows:

100% of Villas snow removal

75% of single family area snow removal.

The motion was seconded by Jackie Richards.

The motion was passed by a six to one vote.

Dan Owens opposed.


No action.


Mal Malo moved that the Board approve the Charter for the Finance

Committee of the Falls Run Community Association (See Charter attached),

with Don Horan as Chairman.

Dan Owens 2nd

the motion.

The motion carried unanimously.

Mal Malo made a motion to authorize Koger Management to issue a check

in the amount of $1,425.00 to reimburse the Villa Condominium Association

for an overbilling by Executive Electric for snow removal on the Villa’s

streets. Invoice should have been billed to the FRCA.

Art Gabler 2nd

the motion.

Motion carried unanimously.

Mal moved to direct Koger Management - after audit by independent

accountant – to increase the contribution to the 2005 Replacement Reserve

to $170,000 and transfer the remaining balance to 2006 Operating Reserve.

Dan Owens seconded the motion.

Motion carried unanimously.



2

Mal Malo moved to assemble in Executive Session to discuss:

Koger Management Proposal

Grounds Contract Approval

Activities Director Compensation

Age qualified resident – HOPA – 20/80% ratio.

Jackie Richards 2nd

the motion

The motion was carried unanimously.

Art Gabler moved to accept the landscape maintenance contract with

Shenandoah Landscape as recommended by the Property & Grounds

Committee.

Mal Malo 2nd

the motion


Toni Brown motioned to table discussion of Activities Director’s

compensation in order to gather more information.

Nancy Arnn 2nd

.


Mal Malo made a motion to resolve to authorize the Board to submit a

survey for a census to determine 80/20 ratio of 55 to 50-55 residents in the

community.

The motion was 2nd

by Jackie Richards.

The Motion was carried unanimously.

A motion was made by Jackie Richards to table discussion on Koger

Contract until the Board has further clarification.

The motion was 2nd

by Dan Owens.


Toni Brown moved that the Board reinstate the Covenants Committee with

Marvin Wagner as Chairman and to have said Committee review the

Declaration of Covenants, Conditions and Restrictions and Bylaws to

eliminate Del Webb from the documents and to review for other possible

revisions to be presented to the community.

Jackie Richards 2nd

the motion.




3

January 26, 2006 at 9:00.

No actions.

February 1, 2006 at 10:00. at the Center at Falls Run.

A motion by Mal Malo to accept Koger Contract as presented in Executive

Session subject to minor editorial changes.

The motion was 2nd

by Jackie Richards. The motion was carried

unanimously.

Mal Malo moved the salary of the Activities Director, Ann Jones, be

increased per agreement during executive session, retroactive to January 1,

2006 to coincide with the fiscal year, and that this increase be in lieu of

benefits excluding 2 weeks leave and 5 personal days per calendar year.

Leave will be subject to a policy to be developed. A letter of confirmation

will be given to Ann.

The motion was 2nd

by Nancy Arnn. The motion was carried unanimously.

Mal Malo moved that the Board develop a Human Resource policy that

would include all potential benefits for current and future employees full and

part time. The policy must include leave, payoff, carry over, use or lose, etc

and that employee performance review be established for all full and part

time, current and future employees.

The motion was 2nd

by Dan Owens. The motion was carried unanimously.

February 8, 2006 at 12:30 pm. at Perkins Restaurant for a Work

Session.

Nancy Arnn moved that Dan Owens, with help from others pursue avenues

for outsourcing the entire operation of the Gazette. Jackie Richards 2nd

the

motion. The motion carried unanimously.

Art Gabler moved to authorize Dan Augustine, Web-master, to new the

domain name for Falls Run web site for five years. Mal Malo seconded.

The motion carried unanimously



4

Toni Brown moved that the Board authorize purchase of special software

program to create and Employee Handbook. Art Gable 2nd

. The motion

carried unanimously.

Jackie Richards moved that the Board sanction the following division of

duties as related to the Modifications Committee, the Covenants Committee

and Koger Management for imposing sanctions:

Modifications Committee will continue as they have in the past with

architectural and landscaping function. The committee will authorize

violation letters within their charger function. (#1, 2, 3, 4)

Covenants Committee will continually review CC&R’s and Bylaws and

make revisions as recommended by Board, Modifications Committee or

Koger Management. We requested by residents, the committee will arrange

hearing meetings and send out the hearing notice. (5).

Koger Management will report violations other than

architectural/landscaping to the Board. Violation letters will be authorized

by the President of the Board.

Mal Malo 2nd

motion. Motion carried unanimously.

February 15, 2006 at 12:30 pm. at Perkins Restaurant for a Work

Session.

Toni Brown moved that Sylva be authorized to develop specifications for re-

bidding the maintenance on gates and street lights. Motion was seconded by

Dan Owens. The motion carried unanimously.

February 22, 2006 at 10:00 at the Center for a Work Session.

No actions taken

February 23, 2006 at 7:00 PM at the Center at Falls Run.

Dan Owens moved that the Board approve the Charter for the

Communications Committee of the Falls Run Community Association, with

Jack Mounts as Chairman.

Nancy Arnn 2nd

the motion.




5

March 1, 2006 at 10:00 at the Center for a Work Session.

Art Gabler moved to accept the indoor and outdoor pool contract with

Douglas Aquatics not to exceed $36,000. Nancy Arnn 2nd

the motion. The

motion was carried unanimously.

Jackie Richards moved to establish a checking account of $2000 for

unexpected expenses at the Center. The motion was 2nd

by Dan Owens. The

motion was carried unanimously


The following motions were approved unanimously after a report by

CC&R’s Chairman, Marvin Wagner:

Motion by Nancy Arnn, 2nd

by Jackie Richards:

I move that the Board of Directors approve the proposed amendments

to the Covenants, Conditions and Restrictions subject to the inclusion of

language of Section 55.513B being amended to reflect any changes in the

assessments by the statutory change be adopted by Section 8.8.

Unanimous approval.

Motion by Jackie Richards, 2nd

by Nancy Arnn:

I move that the By-laws be accepted as presented by the Covenants

Committee. Unanimous approval.

Motion by Art Gabler, 2nd

by Dan Owens:

The Board approves the expenditure of funds necessary to print and

distribute the Amended CC&R’s, Amended By-laws and cover letter.

Unanimous approval.

Motion by Dan Owens, 2nd

by Nancy Arnn:

Create a paid position of Production Coordinator to replace volunteer

editors on the Gazette staff. Unanimous approval.

Motion by Toni Brown, 2nd

by Art Gabler:



6

Due to a missed communication at the March 1, 2006 meeting in

recording the motion to accept the indoor and outdoor pool contract, I, Toni

Brown, move that the original motion be amended to state:

That the Board accepts the pool contract with Douglas Aquatics of

Fredericksburg as follows:

Indoor Pool Contract in the amount of $ 6,400.00

Outdoor Pool Contract in the amount of 24,000.00

Salt-Chlorine Generator Auto Pilot Systems

Falls Run Indoor Pool Facility 5,842.50

Total Cost $ 36,242.50

In addition to the contract total, I move the Board approve the additional

cost of approximately $350.00 in electrical work. Unanimous approval.

March 23, 2006 at 7:00 PM at the Center for a regular Homeowners’

Association Meeting.

A motion was made by Bill Nosal to accept proposal by Executive Electrical

to provide and install motion sensor at a cost of $373. 2nd

by Nancy Arnn.

Carried unanimously.


No action taken.

April 5, 2006 at 9:00 at the Center for a Work Session.

Art Gabler moved to leave the Middlebrook Gate (Main Gate) open during

the hours of 6:00 AM through 7:00 PM effective Monday, April 10, 2006.

All other gates will remain closed, except Legend while construction is

ongoing. 2nd

by Dan Owens. The motion carried four (4) – Nancy Arnn,

Jackie Richards, Art Gabler and Dan Owens to two (2) – Mal Malo and Toni

Brown.

April 13, 2006 at 9:00 at the Center for a Special Session.

Mal Malo moved, with a second by Dan Owens, to form a sub-committee

made up of Board members Dan Owens, Toni Brown and Mal Malo to

develop a letter to Koger Management Company regarding their contract

performance to be sent prior to requesting a meeting with Jeff Koger, Dana



7

Jonas and Sylva Southwell, all of Koger Management. The motion carried

unanimously.

April 19, 2006 at 10:00 at the Center for a Work Session.

Mal Malo moved the adoption of the Contracting Guidelines (copy attached)

as previously submitted. Dan Owens 2nd

. Carried unanimously.

Toni Brown moved to check on the cost of alternative sources to be used to

fill the basin at the water fall. 2nd

by Dan Owens. Carried unanimously.

Mal Malo moved to engage the CPA firm of Goldklang, Cavanaugh &

Associates, P.C. of Reston, VA, as recommended by the Finance

Committee, to prepare audited financial statements for year ending

December 31, 2005 and federal and state tax returns for 2005. 2nd

by Dan

Owens. Carried unanimously.

Mal Malo moved the Koger Management review the procedure the Finance

Committee has developed regarding delinquencies of assessments and gives

their opinion within the next two weeks. Dan Owens 2nd

. Carried

unanimously.

Mal Malo moved, subject to above change, to approve regulations and rules

as proposed and to rescind all prior rules and regulations. 2nd

by Art Gabler.


Following a request by Toni Brown asking the Board to discuss letter from

our attorney regarding whether the Board could assess monetary charges or

impose other sanctions against residents who have not provided the census

data requested by the Association:

Art Gabler moved, in accordance with the recommendation of attorney: to

first send second letter to residents who have not yet submitted the required

paperwork. If the member does not respond to the second letter, the Board of

Directors will then initiate enforcement proceedings. In accordance with

Section 3.18 of the Bylaws, a third letter will be a notice of violation letter.

The letter will inform the owner/member of the (i) nature of the alleged

violation, (ii) the proposed sanction to be imposed, (iii) a statement that the



8

alleged violator may present a written request for a hearing to the Board of

Directors or Covenant Committee within fifteen (15) days of the notice; and

(iv) a statement that the proposed sanction shall be imposed as contained in

the notice unless a written request for a hearing is received by the Board or

the Covenants Committee within such time period. 2nd

by Nancy Arnn.


Mal Malo moved the Board accept the Finance Committee’s

recommendation for the hiring of a Gazette editor who should be an

employee of the FRCA and on their payroll. Art Gabler 2nd

. Carried

unanimously.

May 3, 2006 at 10:00 at the Center for a Work Session.

Dan Owens moved that Board approve the Communications Committee’s

request to establish an additional shared-responsibility concierge position for

information technology at the Center. This proposal is outlined in the

associated decision document. The rate of pay is the same as other

concierge positions with a limit of 10 hours per week. However, unused

hours in any week may be carried over to successive weeks with an annual

limit of 520 hours which will equate to $5,200 annually. This motion will

also include a provision for software. Mal Malo 2nd


Dan Owens moved that the Board approve the Communications Committee

to start the process of developing specifications and requirements for a Falls

Run Information System (FRIS). 2nd

by Mal Malo. Carried unanimously.

Dan Owens moved that the Board approve the Communications Committee

proposal to establish a format and procedure for use by committees when

requesting a decision by the Board as outlined in the associated decision

document. Mal Malo 2nd


Mal Malo moved to adjourn to Executive Session at 11:00 AM to discuss

Koger Management Contract and Community Center contract proposals.

Art Gabler 2nd


Toni Brown moved to close Executive Session at 12:35 PM and reconvene

in Working Session. Mal Malo 2nd


Working Session reconvened at 12:40 PM. Nancy Arnn reported:

The Board approved the following contracts:



9

HVAC – Preventative maintenance

Safety railing to be installed and painted at Tennis Courts

seating area

The Board conducted a review of Koger Management Contract with Jeff

Koger, Elaine Curry and Sylva Southwell of Koger Management.

May 17 2006 for a Work Session

In order to make corrections to minutes and meeting notes the following

motions were made:

Motion: To amend the minutes of April 5, 2006 to reflect the vote of

each board member on the gates issue. Motion by Nancy Arnn, seconded by

Jackie Richards and passed unanimously.

Motion: Amend the notes of the May 12 meeting to reflect the actual

vote count of 95 for closed gates and 60 for gates open as quoted in the May

3 HOA meeting notes. Motion by Nancy Arnn, seconded by Art Gabler and

passed unanimously

After Board discussions the following motions were made:

Motion: To authorize Sylva to purchase and install security camera

equipment in an amount up to $250 along with an appropriate security sign.

Motion by Art Gabler, seconded by Nancy Arnn and passed unanimously.

Motion: To authorize Sylva to expend no more than $1500 to repair the

irrigation system through Shenandoah following negotiations with Del

Webb and subject to the approval of the Finance Committee. Motion by Art

Gabler, seconded by Nancy Arnn.

Board vote: Bill Nosal (yea), Nancy Arnn (yea), Art Gabler (yea), Dan

Owens (nay), Jackie Richards (yea). The motion carried 4 for and 1 against.

Motion: That the board accept the proposal from Robert D. Samuels, Inc.

to install a new street light at the Middlebrook entrance. That the FRCA

funds of approximately $60,000 invested in the Merrill Lynch account be

completely withdrawn as soon as possible, and the funds be deposited in the

CAB MMKT Account (0275805823) and further that the Merrill Lynch

Account be closed. That the certificate of deposit (CD) for approximately

$100,000 held by the Merrill Lynch (ML) Bank not be allowed to renew

when it matures on 31 May 2006, and that the funds be deposited in the



10

CAB MMKT Account (0275805823). Motion by Dan Owens, seconded by

Nancy Arnn and passed unanimously.

Motion: That the Board go into a 15 minute Executive Session in order to

address Modification Committee concerns. Motion by Nancy Arnn,

seconded by Dan Owens.

Following the Executive Session and in open session, the following

motion was made:

Motion: That the Board adopt a resolution that Modification Committee

inspections be limited to the committee members and management only.

Motion by Dan Owens, seconded by Nancy Arnn and passed unanimously.

Motion: To authorize Sylva Southwell to address with Dennis Ouellette

the proposed funding of $1000 in order to go forth with the Gladstone gate

landscaping. Motion by Dan Owens, seconded by Nancy Arnn and passed

unanimously.

Motion: That the Covenants Committee Charter and the Covenants

Committee Hearing Procedures be approved as submitted. Motion by Jackie

Richards, seconded by Art Gabler and passed unanimously.

Motion: That the “Request for Action Procedures” be adopted and that

this information be distributed to all committee chairs and members. Motion

by Nancy Arnn, seconded by Jackie Richards and passed unanimously.

Sylvia Southwell agreed to submit the information to the above mentioned.

Motion: To change CC&R paragraph 9.14 Business use to read (change

underlined):

No transient tenants may be accommodated in a Dwelling Unit, and all

leases shall be for an initial term of no less than ninety (90) days. Notice of

any lease, together with such additional information as may be required by

the Board, shall be given to the Board through its Managing Agent by the

Dwelling Unit Owner within ten (10) days of execution of the lease. The

Owner must make available to the lessee copies of the Governing

Documents. The Board may adopt reasonable rules regulating leasing and

subleasing.

Motion made by Nancy Arnn, seconded by Art Gabler and passed

unanimously by quorum of board members present. Dan Owens chose not to



11

vote on this issue and left the meeting before the vote was taken.

Amendment to change CC&R paragraph 9.14 Business:

Motion: On the recommendation of the Covenants Committee, add the

following change in Section 9.14 Business Use to the approved proposed

CC&R changes to be voted on by the community in the Fall of 2006. Motion

by Jackie Richards, seconded by Mal Malo and passed unanimously.

June 7, 2006 at 10:00 a.m. at the Center at Falls Run.

Jackie Richards moved: For purposes of clarification I move that the

following first sentence be added to the motion of May 17, 2006 minutes to

change CC&R paragraph 9.14 Business Use to read:

On the recommendation of the Covenants Committee, add the

following change in Section 9.14 Business Use to the approved proposed

CC&R changes to be voted on by the Community in the fall of 2006. The

motion was 2nd

by Mal Malo. Carried unanimously.

Mal Malo moved to accept the May 3rd

, 2006 recommendation of the

Planting and Design Committee to implement the Shenandoah proposal for

numerous landscape enhancements in the amount of $9,887. 2nd

by Jackie

Richards. Carried unanimously.

Mal Malo moved to authorize up to $2,500 to the development of garden

plot by the Garden Club. 2nd

by Toni Brown. Carried unanimously

Art Gabler moved: The Falls Run Community Association has voted to take

advantage of the option to purchase for $1.00 all of the Life Fitness

equipment under CIT lease number 1877-007. Therefore, I move that the

Board authorize our property manager, Sylva Southwell, to issue a check to

CIT in an amount not to exceed $15,000, to payoff the balance due on the

lease. It is estimated that this action will save the Association about $150 in

interest. 2nd

by Mal Malo. Carried unanimously

June 21, 2006 at the Center at Falls Run for a work session.

Dan Owens, 2nd

by Mal Malo, moved to accept a fitness equipment

preventative maintenance and repair services contract with Fitness Resource

in the amount of $4,088.00/year to be paid quarterly in the amount of

$1,022.00. Passed unanimously.

The contract amount is below the $15,000 budgeted for this item.



12

Toni Brown, 2nd

by Jackie Richards, moved that we contract with

Shenandoah to water all trees and shrubs in the common areas and the grassy

common area on Smithfield near Goosecreek with a water truck at the cost

of $75.00/hr (2 hour minimum). Passed unanimously.

Mal Malo moved, 2nd

by Nancy Arnn, to adopt the Assessment Collection

Procedure as presented. (See attached) Passed unanimously.

Nancy Arnn moved, 2nd

by Dan Owens, to approve the Final Elections

Committee Report detailing the 2006 Board of Directors election process ,

which includes modifications to the 2005 process. (See attached).

The motion carried with six members voting yea. Art Gabler abstained.

Toni Brown moved, 2nd

by Mal Malo, to approve a change to the By-Laws

as follows:

New subdivision (b) of Section 3.18 to read as follows: Any owner

contesting the ruling of the Charging Authority where the owner has a

vested interest may request a hearing before the Covenants Committee.

Such a request must be made within fifteen (15) days from the ruling of the

Charging Authority or fifteen (15) days from the owner having knowledge

of or receiving notice of the said ruling. Upon such request, the action

which the Charging Authority has authorized shall be suspended until the

appeal to the Covenants Committee, and a subsequent appeal to the Board of

Directors, if any, has been finalized.

(Current subdivision (b) to become subdivision (c) and current subdivision

(c) to become subdivision (d).

Toni also moved to approve proposed change to the Covenants, Conditions

and Restrictions, which will be included with other changes to the CC&R’s

that will be submitted to the members (owners) for their approval, as

follows: Change to Covenants (Section 8.3, Article VIII). Change From:

So long as the Reviewing Entity has acted in good faith, its findings and

conclusions with respect to the appropriateness of, applicability of, or

compliance with the Design Guidelines and this Declaration shall be final.



13

Amend to: So long as the Reviewing Entity has acted in good faith, its

findings and conclusions with respect to appropriateness of, applicability of

or compliance with the Design Guidelines and this Declaration shall be

presumed to be correct.

Add to Section 8.3 of Article VIII: Any owner who has standing in the

findings of the Reviewing Entity shall have the right to appeal these findings

to the Covenants committee, as found in Section 3.18, subdivision (b) of the

By-Laws.



by Jackie Richards to approve the changes to the

Covenants Committee Hearing Procedures as presented by the Committee.

(See attached).


Quarterly Regular Meeting on June 22, 2006 at 7:00 pm at the Center.

Art Gabler moved, 2nd

by Nancy Arnn, to approve janitorial contract with

Mullins Cleaning Service in the amount of $1700.00/mo. Service will begin

July 1, 2006. There is a 45 day probationary period. Carried unanimously.


by Jackie Richards, to approve a contract with

Shenandoah Landscaping to water the trees and bushes in the common area

when directed to do so by management company at a cost of $75/hr for

water truck, and $45/hr if using a hose with metered water from fire hydrant

(water cost is extra depending on amount used). Carried unanimously.

Working Session on July 12, 2006 at the Center.

No action taken.

Working Session on July 19, 2006 at the Center.

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. 2nd

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. 2nd

by Nancy Arnn. Passed unanimously by members

present. Dan Owens voted yes by proxy.



14

3. I move that the two lawn violation letters, attached, presented by

Doug Filler, Modifications Chairman be adopted as of this date. 2nd

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”.

2nd

by Nancy Arnn. Passed unanimously by members present. Dan


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. 2nd

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. 2nd

by

Nancy Arnn. Passed unanimously by members present. Dan


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. 2nd

by Art Gabler. Passed unanimously by members present. Dan




15

Mal Malo moved, 2nd

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, 2nd

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, 2nd

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, 2nd

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



16

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, 2nd

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, 2nd

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.

Special Session on July 26, 2006 at the Center.

The special meeting was called to discuss a personnel issue and an issue of a

time sensitive nature regarding management contract. Two members of the

Board would be absent from the next Working Session of August 2, 2006

and any required action would then be delayed until August 16, the next

available meeting. Board member Toni Brown requested the Special

Meeting and all members were able to attend.

It was decided to split the two issues for discussion in Executive Session and

treat them individually.

The first session was devoted to a discussion of questions raised by Sylva

Southwell regarding division of duties, with Sylva Southwell attending.

The second session was devoted to a review of the Koger Management

contract. Sylva was not included.


by Art Gabler to adjourn to Executive Session.


The Board reconvened in open session upon a motion by Nancy Arnn, 2nd

by

Jackie Richards. Carried unanimously.



17

In open session the following motions were made by Mal Malo:

I move that the insurance agent and attorney be notified that they

should only accept calls that require action from our president or vice-

president. 2nd

by Art Gabler. Carried unanimously.

I move that Art Gabler, Bob Gilbert and the Community Center

Committee develop within the next two weeks an outline of Ann’s duties

with respect to the Center facility as well as those of Koger Management in

order to avoid duplication of effort. 2nd

by Dan Owens. Carried

unanimously.

I move that the Finance Committee be directed to develop a draft

Request for Proposals (RFP) for management services and that a draft be

presented to the Board no later than September 1, 2006, preferably by

August, 15, 2006 if possible. 2nd

by Dan Owens. Carried unanimously.

Working Session on August 2, 2006 at the Center.

Dan Owens moved to approve and distribute the Communications Survey,

2nd

by Jackie Richards. The motion carried 6 to 1. Two proxy votes were

included for Bill Nosal and Mal Malo. Toni Brown voted no.

Dan Owens moved to accept and implement the RFA request to review

approaches to improve operational environment of the Falls Run

Audio/Video, Internet, and LAN equipment and provide access to the front

and back of the units. 2nd

by Toni Brown. Carried unanimously.

Art Gabler moved to accept the recommendation of the Community Center

Committee to re-arrange the equipment in the exercise room, to trade in

three of the treadmills and to buy two new exercise bikes, that are walk-thru,

and also to purchase a Hip Abductor.

The total cost after the above is done would be approximately $3,000. 2nd

by

Dan Owens. Carried unanimously with proxies by Bill Nosal and Mal Malo.

Jackie Richards: I move that the Lawn Maintenance Standards as developed

by the Modification Committee be adopted. 2nd

by Dan Owens. Carried

unanimously.



18

Working Session on August 16, 2006 at the Center.

RE: Blue Grass/Design Guidelines

Jackie Richards moved that the entire sentence in the design guidelines,

Section II, Part 2,d, that states: ”where turf is used within the private area,

this shall consist of blue grass blends of 3 or more with no more than a 20

percent mixture of perennial rye or fescue added to the blend” BE

DELETED. Motion was 2nd

by Mal Malo. Carried unanimously

Art Gabler moved to ask Robert B. Payne of Fredericksburg, VA to inspect

the Desert-Aire system and to provide a quote for a preventative

maintenance program (see attached). 2nd

by Nancy Arnn. Carried

unanimously.

Art moved that FRCA make a $100 donation to the Stafford County

Department of Fire and Rescue station that provided the hoses to refill the

pool after cleaning. Dan Owens 2nd

the motion. Carried unanimously.

Mal Malo moved to accept the 3 year contract with no increase in annual

contract price proposed by Shenandoah Landscaping subject to editing of

XIV Termination as follows: DELETE the last part of the last

sentence…”including any amount in excess of the monthly charges paid

by the Owner through the date of termination.” In other words end

that paragraph with a period after the word profit. (See attached

reference from contract)

Toni Brown 2nd

the motion. Carried unanimously.

After note:

The Board of Directors conducted a vote via e-mail after the meeting of

August 16, 2006, to approve election policy documents submitted by the

Election Committee. The documents were approved unanimously.

Working Session on September 6, 2006 at the Center.

Toni Brown moved to direct Shenandoah to mow the area behind and in

front of the guard rail on Plantation Drive for an amount not to exceed

$300.00, 2nd

by Nancy Arnn. Carried unanimously.



19


by Mal Malo to amend article 5.1 of the By-laws to

read:

(Changes are in italics)

5.1 – General – The Board may establish such committees as it deems

appropriate to perform such tasks and functions as the Board may

designate by resolution. The Board shall announce the formation of

any new Committee through all available Association media and shall

solicit volunteers to serve on the Committee from the general

membership. The Board may appoint the Chairperson of the

Committee at the time of its establishment. If such Chairperson is not

selected by the Board, the Chairperson shall be selected by the

appointed members of the Committee. The Board may determine the

minimum and/or maximum number of the members to serve on the

Committee. Committee members serve at the Board’s discretion for

such periods as the Board may designate by resolution; provided,

however, any Committee member, including the Committee Chair,

may be removed by the vote of a majority of the Directors. Each

Committee shall operate in accordance with the terms of the

resolution establishing such Committee.


Working Session on September 20, 2006 at the Center.

Mal Malo moved, 2nd

by Toni Brown, to ask Shenandoah Landscape

Services to revise their bid #EFRLJW06-11376, Rev 1 for the planting of

annuals in the amount of $2,516.25 and make it Amendment 1 to the Annual

Landscape Maintenance Program contract. Also to instruct Shenandoah

Landscape Services to issue all bids in the future as an amendment to the

annual contract, thereby eliminating the need to revise bids to include

additional liability clauses. Carried unanimously.

Mal Malo moved, 2nd

by Art Malo, to pay an invoice in the amount of $400

for removal of beavers and their dam behind Covington. Carried

unanimously.

Mal Malo moved, 2nd

by Jackie Richards to table the idea of a long range

Strategic Planning Committee. Carried unanimously.



20

September 28, 2006 for its quarterly regular meeting at the Center.


by Mal Malo to accept a new cleaning contract with

Maid Perfect Cleaning. They will clean from 4:00 AM – 12:00 PM. Carried

unanimously.

October 4, 2006 for a Work Session at the Center.

Mal Malo moved, 2nd

by Nancy Arnn that Bill Smith establish a long-range

planning committee and as their first task validate the need for additional

space requirements\ and if there are any, to determine alternatives.



Mal Malo moved, 2nd

by Nancy Arnn, to convene in Executive Session at

10:00 AM to interview prospective management company representatives.


The Board reconvened in regular session at 1:40 PM after interviewing the

three finalists recommended by the Finance Committee.

It was agreed that the Board will meet again on Wednesday, October 25,

2006 at 9:00 AM at the Center and convene immediately in Executive

Session to make its decision regarding a new management company for Falls

Run. The Board expects the Executive Session to take approximately one

hour. They will reconvene in regular session at approximately 10:00 AM.



by Mal Malo to convene in Executive Session to

discuss selection of property management company and to discuss draft

budget.


The Board reconvened for work session at 10:05 AM upon a motion by

Nancy Arnn, 2nd

by Art Gabler. Carried unanimously.

Bill Nosal immediately asked for a vote of approval for a management

company effective January 1, 2007:

CMC An Associa Company -0-



21

Armstrong Management Services, Inc -7-

L & M Legum Norman, Inc. -0-

The basis of the Board’s vote briefly:

L & M - Slightly lower cost. System support confusing.

CMC – Good references. System support lacking. Highest cost.

Armstrong – Pricing in the middle. Very positive. They use a team

approach the Board especially liked. We will be involved in selecting the

full time property manager from a list of their candidates.

Dan Owens moved, 2nd

by Nancy Arnn, to notify Armstrong of their

selection. Carried unanimously.


by Mal Malo, that the Community Center room

rental rates in the draft proposal be used by the Activities Director as the

interim rates until rates have been approved by the Board. Final rates to be

established after the Community Center Committee’s report to the Board.



by Jackie Richards, to accept the Property &

Grounds recommendation to the Board for snow removal by contractor

Goodfella after miscellaneous corrections have been made. Carried

unanimously. The Finance committee has reviewed and approved their

proposed contract.

Mal Malo moved, 2nd

by Jackie Richards, to proceed with request for

bid from Shenandoah to repair sites where dead trees planted by Del Webb

have been removed at an estimated cost of $1,500. Carried unanimously.


by Mal Malo, that effective January 1 when

Armstrong takes over as our managing company all emails must be in a

format that he is able to read on his computer. Carried unanimously.

Mal Malo moved, 2nd

by Nancy Arnn, to table any action until Art Gabler

has verified the amount of resulting reduction in insurance expense. Carried

unanimously


by Nancy Arnn, to increase monthly assessment to

$137.00/month based on 2007 budget of $ 1,377,496.00. Carried

unanimously. Change will be effective January 1, 2007.



22

November 1, 2006 for a Work Session at the Center.

Secretary Toni Brown explained a mix-up created by a correction which

should have been made to the October 18, 2006 notes, not the minutes of

that meeting. Therefore, Toni Brown moved, 2nd

by Dan Owens, for

approval of the October 18th

minutes without correction. Carried

unanimously.

Mal Malo moved, 2nd

by Nancy Arnn, that the Association elects to apply all

or part of the excess assessment income to the following year’s operating

reserve budget and that such final amount shall be at the Board’s discretion.


Dan Owens requested the following be read into the minutes of the meeting

and for the benefit of attendees of the meeting:

Fellow Board Members:

While we are in the budget season, there are a number of one time projects

vying for approval. Before approving items on a piecemeal basis, we need

to consider a number of factors before proceeding. Currently, we know

about the bleacher conversion, server room alteration, gate camera

proposals, first phase of speeding control, and automatic door for the

Center. These items should be put in a priority order along with any other

projects that committees or others have on the drawing board. Each project

needs a total initial cost plus any ongoing maintenance costs. Each project

needs a request for action which, in some cases, requires a cost/benefit

analysis and other relevant information to judge the worthiness. For

example, the gate camera project should have the expected out-of-pocket

cost of damage costs so an expected payback period can be calculated. Also,

what is the expected likelihood of reimbursement from the violators?

From a budget standpoint, how much of the $115,000 operating reserve

carried into 2006 is still available? How much surplus will we have from

this year's operating budget? How much operating reserve do we want to

carry into 2007? Unless there is a demonstrated urgency, I believe that we

should not approve any more projects until we develop a plan and answer

the appropriate questions. The 2007 budget we just approved has virtually

no operating reserve built in.

All this is intended to stimulate thinking on our part. There are probably

other factors and questions that I have overlooked in this snapshot.



23

Therefore, I want this as an agenda item for our November 1 meeting for

further discussion and consideration.

Respectfully submitted by Dan.

November 6, 2006 for a Special Work Session at the Center.

No action taken.

November 15, 2006 for a Work Session at the Center.


by Nancy Arnn, to contract to reinforce the concrete

base which supports the gate mechanism at the Middlebrook gate as

necessary, not to exceed $1,000. The motion carried 6 to 1, with Dan

Owens voting nay.

Nancy Arnn moved to create a three way stop at Smithfield and Harborton.

Motion died for a lack of a second.


by Nancy Arnn, that Sylva check with the county to

determine what is required to create an easement between Falls Run

Community Association and a property owner of the neighboring

development. His property is situated next to the Legend gate monument.

The monument is partially located on his property. If legal involvement is

required, she is authorized to contact attorney Ed O’Connell to finalize

easement. Carried unanimously.

Mal Malo moved, 2nd

by Art Gabler, to ask Goldklang, Cavanaugh &

Associates, P.C. to submit an engagement letter to perform the 2006 audit.


Mal Malo, 2nd

by Nancy Arnn, moved to contract with Mason & Mason to

do a Condition Assessment and Reserve Fund Plan update for 2007.

Contract cost is $7,000. Budgeted amount: $10,000. Carried unanimously.

Bill Nosal moved, Art Gabler 2nd

, to accept the bid from Shenandoah to

remove dead trees and repair area of removal in the amount of $1135.




24

December 6, 2006 for a Work Session at the Center.


by Nancy Arnn, to accept the results of the election

for three seats on the Board of Directors. Elected for a two year term were

Chuck Heath, Toni Brown and Jim Stagner. Carried unanimously.


by Nancy Arnn, to authorize Sylva to have stop signs

installed at Smithfield and Harborton as soon as possible. Carried

unanimously.

Annual Meeting to order at 7:00 p.m

No action taken.

January 3, 2007 for a Work Session at the Center.

Mal Malo, 2nd

by Dan Owens, moved to approve the nominations of officers.

Those elected by acclamation were:

President Bill Nosal

Vice-President Chuck Heath

Treasurer Mal Malo

Secretary Toni Brown


On a motion by Art Gabler, 2nd

by Chuck Heath, the Board voted

unanimously, after a recommendation by the Community Center Committee,

to accept a bid from Abby Construction to fireproof the Center’s Audio

Visual Storage Room and adjacent Electrical Room, to install a cooling fan

in the audio visual room and to remove the wall between the two rooms to

gain easier access to the equipment. Price not to exceed $6,000.00.

January 17, 2007 for a Work Session at the Center.

A motion was made by Mal Malo, 2nd

by Bill Nosal, to agree it is necessary

to have Sylva at the Center on a full time basis. The motion carried with six

yes votes; Dan Owens abstained.


by Dan Owens, to install “No Parking” signs at the

entrance to the Legend gate. Carried unanimously.



25

February 21, 2007 for a Work Session at the Center.

A Board of Director’s consent form will be drafted in lieu of a Board of

Director’s meeting requesting that all Falls Run Community Association

accounts still under Koger Management Group, Inc. be turned over to the

Falls Run Community Association. Mal Malo and Bill Nosal will be

signatory on all accounts that remain with Koger

Mal moved that the document be made part of the 2-21-07 minutes, Jim

Stagner 2nd

the motion; motion passed unanimously.

Dan Owens moved that the Falls Run Welcome Package to be developed per

Jack Mount’s request for action, 2nd

by Mal Malo; passed unanimously.

Bill Nosal moved that emergency contact information to be available to

management and Board of Directors, 2nd

by Dan Owens; motion passed

unanimously.

Homeowner, Suzanne Lazanov, requested an OK to create a service based

committee to list vendors, services, etc. available to the Falls Run

Community. Armstrong Management was requested to draft a disclaimer

stating the service(s), action of contractor(s), and vendor(s) is not under the

direction of the Board of Directors or management.

Mal Malo moved to accept the disclaimer 2nd

by Art Gabler, motion passed

unanimously.

Mal Malo moved, 2nd by Dan Owens, to accept and sign the Fitness Repair

and East Coast Fire Protection contracts. Motion passed unanimously.

March 7, 2007 for a Work Session at the Center.

Art Gabler moved to restrict the entrance at the Middlebrook gate to one

lane, 2nd

by Chuck Heath. Carried unanimously.

Chuck Heath moved, 2nd

by Jim Stagner, to go forward with construction of

an on-site office for the property manager at a cost not to exceed $10,000.

This must include electrical, data, computer and phone lines. Carried

unanimously.



26


by Jim Stagner, that the Community Center be

unrestricted as to religious and political gatherings for Falls Run residents.

Carried unanimously with a vote of 6-0.

Mal Malo moved, 2nd

by Dan Owens, to pursue the extension of the

Goodfellers snow contract for 2007/2008 at no additional cost. Carried

unanimously with a vote of 6-0.

Bill Nosal moved, 2nd

by Mal Malo, that Toni Brown draft a statement to the

community requesting that residents refrain from using the Yahoo network

to air personal complaints. Carried unanimously with a vote of 6-0.

March 21, 2007 for their quarterly meeting at the Center.


by Chuck Heath, to hire a full-time, 8 hours/day

custodian/handy man at $16.00/hour. This position will replace the need for

janitorial services which have proven unsatisfactory. Job description will be

drafted and presented when he begins work. Passed unanimously.


by Jim Stagner, to approve the 2007 Indoor and

Outdoor Pool Contracts with Douglas Aquatic as follows:

Indoor Pool and Spa Contract $ 8,400

An ozone generator will be installed in the spa at an additional cost of

$940.00. This system will enhance the spa’s water quality.

Outdoor Pool Contract $17,400

A salt/chlorine generator will be installed in the outdoor pool at an addition

cost of $5771.36. Passed unanimously.


by Chuck Heath, to replace tops on seven card tables

with wood grain Formica. At the same time the height of the tables will be

lowered, if possible, to a more comfortable level. Total cost for seven tables

$2,900.00. Passed unanimously.

April 4, 2007 for a Work Session at the Center.

The Board has approved the hiring of Lin Bailey, effective May 1, 2007 as a

full time custodian/handyman to replace Maid Perfect.


by Chuck Heath, to bring Mr. Bailey in at once on an

hourly basis to attend to a list of repairs in the center. Dan Owens verified



27

that Mr. Bailey recognizes that cleaning comes first in his job description.

(See copy of Custodian/Handyman Job Description)


by Chuck Heath, to add workmen’s compensation

insurance necessary to cover this job description. Cost approximately $1,672

per year.

Bill Nosal moved, 2nd

by Chuck Heath, to fund three certificates of deposits

in three different banks as follows:

All three will be for five (5) years and clearly identified on financial

statements as Replacement Reserve Funds:

$75,000 in bank offering best interest




by Dan Owens, to approve the revised

modifications application forms and the flyer. Carried unanimously.

Jim Stagner moved, 2nd

by Chuck Heath, to approve Shenandoah Landscape

Services proposals for:

1. Summer Annuals $3,128.75

2. Pool Plantings 2,296.00

Total $5,424.75


April 11, 2007 for a Special Session at the Center


by Toni Brown, that all committees will review

their charter documents and submit modified charters by April 30, 2007.



by Dan Owens, to create a special task force made

up of community volunteers to study the Audio/Visual needs and submit

recommendations to the Board. Chairman of this special task force shall be a

non-committee person and selected by the task force. . Carried

unanimously.

Upon a motion by Chuck Heath, 2nd

by Jim Stagner, which carried

unanimously, the Board adjourned to Executive Session at 2:30 PM to

discuss use of the Center and to review resident feedback. The Board

reconvened in open session at 3:35 PM.



28


by Chuck Heath, to suspend the following activities

as advised by our attorney. We will continue to study the matter to

determine whether there are reasonable alternatives. Those activities are:

Bingo

Poker

Bunko

Sporting Pools

Alcohol consumption at community sponsored events and

Friday night movies at the Center.


April 18, 2007 for a Work Session at the Center.

Mal Malo, 2nd

by Art Gabler, moved to continue with Ed O’Connell as our

attorney. Carried unanimously.

May 2, 2007 for a Work Session at the Center.

Mal Malo moved, 2nd

by Jim Stagner, to adopt a new meeting schedule.


May 16 - Wednesday - 7:00 PM Working Session with Open Forum -

(As previously scheduled)

New Board Meetings Schedule:

Beginning:

May 23rd and every 4th Wednesday thereafter- 10:00 AM at Center

for Working Session.

June 13th and every 2nd Wednesday thereafter - 7:00 PM at Center


by Dan Owens, to approve 2007 pool rules. Carried

unanimously.

Jim Stagner, 2nd

by Art Gabler moved to convert the bleachers to planters at

a cost not to exceed $4,000. The vote carried with five (5) ayes and two (2)

nays. Mal Malo and Dan Owens voted nay.

Mal Malo moved, 2nd

by Dan Owens to approve all committee charters as

submitted, to include the Property and Grounds after suggested amendment

to one item in their charter. Carried unanimously.



29

The Board agreed to accept the bid from Hurricane Fence Company to repair

seven (7) line posts and sixty feet of top rail that was damaged by wind.

They will take down the fence and replace/repair bent poles and re-stretch

existing wire at a cost of $2,963.00. Additionally, they will replace/repair

four (4) extra line posts at the same time as above work is performed at an

additional cost of $700.00.

The Board, after some discussion, agreed that showing movies as we were is

a non-issue; therefore, the Board agreed to the resumption of showing

movies.

May 16, 2007 for a Work Session at the Center.

The Board agreed that Sylva Southwell, property manager, is authorized to

spend an amount not to exceed $1,500 for furniture for the property

manager’s office at the Center.

Mal Malo moved, 2nd

by Art Gabler, to authorize management to issue a

certified notice to residents if lawns do not meet Modification Committee

standards. The letter will give the owner five to seven business days to mow

the lawn. If owner does not comply, management will arrange for the lawn

to be mowed at a cost of $25.00/ hour which will be added to owner’s

assessment.

June 27, 2007 for a Work Session at the Center.

Mal Malo moved, 2nd

by Art Gabler, to immediately convene in executive

session to discuss: A director replacement for member Chuck Heath who

resigned June 13, 2007, appointment of a vice-president and liaison to the

Modification Committee, delinquencies list, employee policies, and dog

complaint. Carried unanimously.

The Board reconvened in regular session at 10:20 AM.

Bill Nosal announced the above items discussed during executive session.

Mal Malo, 2nd

by Jim Stagner, moved to appoint Jake Bernard to replace

Chuck Heath as a member of the Board of Directors. Jake was selected by

the Board based on the fact that he received the next highest number of votes

in the preceding election. Using the By-Laws and the Articles of

Incorporation as the authority, it was determined Jake’s term will expire at



30

the end of the year. Five seats will then be vacant, four with a term of two

years and one with a term of one year. Candidates will serve based on the

number of votes received, the first four highest votes will serve for two

years, the fifth highest will serve one year, or, in other words, the remainder

of the 2007 term, thus ensuring staggered terms. Carried unanimously.

Mal Malo moved, 2nd

by Art Gabler, to appoint Dan Owens as vice-

president. Carried unanimously.

Liaison appointments were made: Toni Brown will replace Chuck Heath on

the Modifications Committee and Jake Bernard will take Toni’s place on the

Covenants Committee.

Mal Malo, 2nd

by Art Gabler, moved to direct Armstrong Management to

write off four delinquent assessment accounts amounting to approximately

$300. Accounts were deemed not worth pursuing for collection as residents

have since moved and the amounts due were carried over from Koger

accounting and could not be verified. Carried unanimously.

Upon the recommendation of the Finance Committee, Mal Malo asked the

Board to approve investing in two CDs from funds in the reserve account at

BB&T. Currently there is approximately $145,000 in the BB&T account.

The Board agreed to purchase one CD in the amount of $75,000 and another

in the amount of $35,000. Maturity dates are to be laddered against other

CDs previously purchased. These will have a term of five years.

The Finance Committee also recommended setting up a treasury direct

account between our First Trust operating account which has a balance of

$208,000 and the BB&T account. Treasury bills can be purchased without

regard to the FDIC $100,000 insurance limit and will give the association

flexibility to manage funds in ways that will provide more return on our

investments.

Armstrong Management was advised that the CD in the amount of $100,000

maturing on July 25, 2007 should not be allowed to roll over into another

term, but is to be deposited in the BB&T account for future investment.

Mal Malo, 2nd

by Jim Stagner, moved to install rain sensors for sprinklers

around the Center at a cost of $760.50. Carried unanimously.



31

Jim Stagner, 2nd

by Toni Brown, moved to accept Shenandoah’s proposal for

creation of a Master Plan in the amount of $5,760. The plan will be created

with input from the Property and Grounds committee, other interested

members and Shenandoah. Final design of Master Plan is expected to be

implemented over a period of years. Carried unanimously.

Mal Malo moved, 2nd

by Art Gabler, to adjourn at 12:10 PM. Carried

unanimously.

July 25, 2007 for a Work Session at the Center


by Jim Stagner, to purchase a digital video camcorder

and accessories to record important Falls Run Community events such as:

Meet the Board Member Candidates sessions, Board meetings, etc. Purchase

price not to exceed $1500. Carried 5 to 1 with Dan Owens opposed.


by Dan Owens, to purchase based on the 20 July CD

rates, a 36-month CD for $75,000 at 5.16% from Alliance Bank, and a 24-

month CD for $50,000 at 4.94% from Congressional Bank. Carried

unanimously.


by Jim Stagner, to accept the bid by American

Disposal for seasonal trash pickup in the amount of $117,703 per year.

Contract to begin September 1, 2007. Carried unanimously.

The contract with Cox is up for renewal. Upon the recommendation of the

Finance Committee, Dan Owens moved, 2nd

by Art Gabler to extend their

contract for one year. Carried unanimously.

Base upon a recommendation by Ann Jones, Activities Director, Art Gabler

moved, 2nd

by Dan Owens, to allow food/snacks to be consumed on the pool

deck ten feet back from the pool itself, and to continue to allow beverages to

be consumed by the pool deck provided they are non-alcoholic and in a

plastic container. Carried 5 to 1, with Jake Bernard opposed.

Special Meeting of the FRCA Board of Directors July 31, 2007


by Art Gabler, to reconvene in executive session to

discuss the legal aspects of the Koger Management situation and to review

functions of committees. Carried unanimously.



32

The Board met in executive session from 9:05 AM until 12:00 PM. At which

time it reconvened in open session for a Special Meeting.


by Jim Stagner, to:

1. Authorize Jim Armstrong of Armstrong Management to file

an insurance claim for potential losses created by Koger

Management. Claim to be filed by August 17, 2007 (date

may be changed as a result of the Chapter 11 bankruptcy

filing).

2. Ask current counsel, Ed O’Connell, for a recommendation

for an independent counsel to advise the Board pertaining to

legal options involving Koger Management.


Jake Bernard moved, 2nd

by Jim Stagner, to suspend the Board’s June 27,

2007 approval of Shenandoah’s contract for creation of a Master

Landscaping Plan in the amount of $5,760 to allow time to work with

Shenandoah to:

1. consider an inclusion of a credit provision for hiring Shenandoah

to provide the materials and to do the work designed in the Master

Plan

2. be sure plans to be used are valid site drawings

3. to create an overall plan for the common areas as opposed to a site

specific plan

4. require a prototype of the plan to be included.


August 8, 2007 for an Open Forum and Work Session.

No actions.

August 22, 2007 for a Work Session at the Center.

After some discussion, the Board agreed to leave the speed limit at 15 mph.

September 12, 2007 for a Work Session and Open Forum at the Center.

Jim Stagner, 2nd

by Dan Owens, moved to accept the proposal for new

liability insurance submitted by Nationwide Insurance Company totaling

$15,370. Carried unanimously.

This amount includes basic coverage as follows:

General liability $2,000,000



33

Aggregate Limit 4,000,000

Directors and Officers 1,000,000

Employee Dishonesty 1,000,000

Deductible 1,000

Umbrella Liability 6,000,000

The umbrella policy was increased from $2,000,000 to $6,000,000 after

consideration of the exposure we face because of the pools, and the work-out

facility.

The current budget allows $25,000 for insurance and the quote from our

current carrier for this proposal, with umbrella of $2,000,000, was $20,404.

The switch represents an approximate savings to the Association of $5,034.


by Jim Stagner, that based upon the opinion of

counsel the FRCA Board instruct Ed O’Connell of Whiteford, Taylor &

Preston LLP to issue a letter to Kevin Cavanaugh of Goldklang, Cavanaugh

& Associates instructing him to reclassify $93,600 of the $180,798.50 from

Koger Management to the Villas account. Carried unanimously.

The reclassification will decrease the receivable from the Villas to $208,450

and increase the receivable from Koger Management to $98,631. (See

attached notes for additional details.)

Jake Bernard moved, 2nd

by Dan Owens, to close one side of each inbound

and outbound gate at Legend and Middlebrook. Carried unanimously.

Special Meeting of the FRCA Board of Directors September 17, 2007

Art Gabler, 2nd

by Jim Stagner, moved that East Coast be paid $4,875 by the

Association to do repairs per their proposal dated August 7, 2007, identified

as Phase I by the Board. Board will pursue reimbursement from Pulte for

$4,875.00 to cover costs of Phase I. Carried unanimously.

The work will commence October 1, 2007

September 26, 2007 for a Work Session and Open Forum at the Center.


by Mal Malo, to approve the previous proposal

submitted by Shenandoah Landscape Services in the amount of $5,760. The

proposal will be attached to and made a part of the document written by

Armstrong Management called 2007 Landscape Design Plans Provision

Agreement between Falls Run Community Association and Shenandoah



34

Landscape Services, Inc. The Design Plan will not be considered a total

Master Plan, but rather a plan to develop certain areas of the common

grounds in phases until all common grounds have been addressed. Carried

unanimously.

Mal Malo moved, 2nd

by Dan Owens, to direct Armstrong Management, in

conjunction with the other adjusting entries they must make when the 2006

audit is finalized, to reduce Retained Earnings by $59,441 and increase the

Replacement Reserve by the same amount. The basis for this is a $40,657

investment in October 2005 that was not credited to reserves, $2,884 interest

on that investment, and $15,900 additional cash investments that exceed the

reserve account. After discussion when Toni Brown stated her

dissatisfaction with the auditor for not picking up on this discrepancy during

the audit process, the motion carried five to one with Toni Brown voting

nay.

Mal Malo moved, 2nd

by Toni Brown, to remove the pots at the Middlebrook

Gate, to leave one gate arm down while allowing the ad-hoc committee to

return with its recommendations. A vote was taken resulting in a tie (Aye:

Mal Malo, Toni Brown and Bill Nosal; Nay: Jake Bernard, Dan Owens and

Jim Stagner) causing the motion to die; however, Bill Nosal asked for a

revote whereupon Jim Stagner changed his vote to Aye and the motion

carried.

October 10, 2007 for a Work Session and Open Forum at the Center.

Mal Malo moved, 2nd

by Art Gabler, to allow employees, but not their

families, to use the pool and fitness center. Employees must provide the

activities director with a health certificate signed by the employee’s doctor.


October 24, 2007 for a Work Session and Open Forum at the Center.

Mal Malo moved, 2nd

by Art Gabler to approve the 2008 budget as

submitted. Carried unanimously. (See notes for details)


by Jim Stagner, to have Sylva approach Pulte’s

manager, Kimmel Daniel, to ask if Pulte will agree to reimburse the FRCA

for the total cost of repairs ($6,275) with the Association signing a waiver

for any and all claims against Del Webb/Pulte regarding the alarm system



35

and electrical system at the Center. The Association would also ask Pulte to

accept the revised version of the waiver as prepared by our legal counsel, Ed

O’Connell. If Pulte refuses to pay the full amount, Sylva is authorized to

accept $4,875. Carried unanimously.


by Art Gabler, to form a special committee made up

of Board members Toni Brown, Jake Bernard and Dan Owens as well as

Marvin Wagner and Ann Jones to do a complete review of the Rules and

Regulations and report their recommendations to the Board at the November

14th Board meeting. New provisions regarding alcohol consumption and

gambling will be treated as an addendum in the interim. The consumption

of beer or wine will be allowed at the discretion of the residents and not

limited to Center events. The motion carried six (6) to one (1) with Dan

Owens voting nay.

November 14, 2007 for a Work Session and Open Forum


by Art Gabler, to approve, subject to noted

corrections and additions, the recommended revised Community Center

Rules and Regulations, effective November 14, 2007. Carried unanimously.

Jake Bernard, 2nd

by Jim Stagner, moved to do away with the Operating

Rules and Regulations as an official document of the Association. Carried

unanimously.

Mal Malo moved, 2nd

by Art Gabler, to contract with Goldklang, Cavanaugh

& Associates to prepare audits for the years ending 2007 and 2008. The fee

for the preparation of the 2007 and 2008 audits will be $4,100 and $4,250

respectively. The firm will prepare the annual federal and state tax returns

for a fee of $275 per year. There is an administrative fee of $75 per year.

The motion carried six to one with Toni Brown voting nay.

November 28, 2007 for a Work Session and Open Forum


by Art Gabler to reallocate approximately $3,200

from the fall flower planting budget of $8,000 to the placement of benches

in the community. One bench would be placed at Smithfield and

Ripplemead, one by the SWM Pond #5 near the Villas and two would be



36

placed on the walking path. Carried unanimously. (See notes for additional

information).


by Art Gabler to approve the installation of

automatic doors on the right side of both incoming doors to the Center, after

clearance by the Finance Committee of submitted proposals, for a cost not to

exceed $6,000. Carried unanimously.


by Jake Bernard, to move to Executive Session to

discuss the proposed the 2008 Armstrong Management contract. Jim

Stagner was not able to attend and Don Horan, Finance Committee chair was

asked to attend.

The executive session was adjourned at 1:00. The decision made during the

meeting was to ask Susan Manch, Armstrong’s Regional Area Manager, to

advise Armstrong Management that the Board considers the 2007 contract to

still be in effect and to ask Armstrong to come back to the Board with any

changes they want to make. The FRCA Board has every desire and

intention to continue their relationship with Armstrong Management.

December 3, 2007, 7PM Minutes of Annual Meeting

Jim Stagner made a motion to accept and make official the election results;

Dan Owens seconded it.

December 12, 2007 Open Forum and Work Session

Jake Bernard moved, seconded by Harrier Schrader, that the board approve

the FRCA personnel manual with job descriptions for the positions of

activities director, concierge, and custodian (with modifications if required)

and that all documents become effective 1/1/08.

The motion as stated was carried unanimously. (See notes for discussion.)

December 14, 2007, 10AM Minutes of Special Meeting

No motions made.