MAY 14, 2008
REGULAR P.O.A. BOARD MONTHLY MEETING MINUTES
Held at Sunset Hall
Board Members Present: Al Smith, Dave DiBerardino (arrived at 6:22 pm), Erin Dellaporta and Peter Carey. Absent: Don Montgomery
At 6:19 pm, Al Smith, President of the Board, called the meeting to order.
Staff Member Present: Chris Behan
Others Present: Various members of the Association
Approval of Minutes and Financials
Approval of P.O.A. Board Meeting Minutes from previous Regular P.O.A. Board Meeting: The April Board Meeting was cancelled due to lack of a quorum. The March 12, 2008, Regular Board Meeting Minutes were presented to the Board Members for review prior to the meeting. Dave made a motion to approve the March 12, 2008 Meeting Minutes. Al seconded the motion. Motion was unanimously approved. The Financial Report for March and April was postponed to next month.
Unscheduled Property Owner Comment:
Brian Dale reported on the progress of the possible bicycle trail to Town. East River Ranch is currently presenting easement difficulties. In order to encourage progress, he suggested that the POA contact the County Planner/Staff Member who is in charge of “areas of interest” for the county.
The question of who to appoint as a new board member, to replace Don Montgomery was discussed. Since Bart Laemmel and Carlos Gonzalez-Brito received 81 and 80 votes respectively in the last election, they were the ideal candidates to consider. At the end of the meeting, moved by Dave and seconded by Erin to appoint Carlos Gonzalez-Brito to the Board of Directors to fill the vacancy of Don Montgomery. The motion was unanimously approved.
An owner in the Larkspur Condominiums requested that the P.O.A. conduct noise testing to see if there is a violation of the noise ordinance by Mike Willingham when he starts his truck and in the mornings. The truck’s owner is a resident of Larkspur condominiums as well. Chris will follow up.
A member of the community requested that the P.O.A. remove the baseball field outfield fence to allow great use of the field for soccer and baseball. Chris reported that this was already planned for the Summer of 2008.
Architectural Project Review
CB South’s Enclosed Hockey Rink and Gravity Training Center: Gary Garland had approached C.B. South P.O.A. about constructing a 40,000 SF Building in Red Mountain Park to be built and operated year-round by Mountain Sports Hockey, LLC, on Block 7, 2nd Filing in Crested Butte South (a.k.a. Red Mountain Park). Chris reported that as of 3 PM this afternoon, the proposal has been withdrawn. Gary Garland did not feel welcome in the community and thanked the P.O.A. for their consideration. Chris thought that Gary Garland might be willing to reconsider CB South if we presented what we would consider acceptable. Chris stated that he had sent an e-mail to our membership requesting feedback on the proposed Hockey Rink and Gravity Training Center. The responses fell into 3 general categories:
- “Yes, make it happen”
- “No way, no how”, and
- “The proposal needs adjustments, but it is a good idea”
The main concerns were:
- Financial; both in the cost of operation and in the event Mountain Sports Hockey were to have financial difficulties;
- Whether is was really a Community Benefit; and
- The Center did not meet the P.O.A.’s Architectural Guidelines, especially the large size.
Comments from the audience included:
- The big metal building would be intrusive.
- The P.O.A. would need a performance deposit or bond to protect the P.O.A. since small towns often have trouble maintaining a facility if problems arise with the original operator.
- The financial logistics need to be carefully examined to anticipate what would happen in the event of the Academy folded.
- It would be an eyesore and need significant landscaping.
- It would perhaps encourage a transportation system between CB South and Town. Once Town folk had to drive to CB South, they would be more likely to support a transportation system.
- Couldn’t we just put a roof over our existing rink?
Chris explained that the current financial plan of Mountain Sports Hockey, LLC is to hold camps in the proposed building during the day in the summer, and have the Academy use it for students during the day in the winter. This would provide year round funding sources to offset operational costs. He noted that if Mountain Sports Hockey, LLC and/or the Academy failed, CB South P.O.A. could operate and pay for the ice in the winter with rent from Town youth and adult leagues and additional games and tournament availability. The rest of the year the building could be available for other uses without the ice, and therefore large operational costs. A roof on our existing rink would cost around $400,000 and would extend the hockey season 2-4 weeks at best. Since this is not feasible with the P.O.A. budget, this amount would have to be raised by hockey enthusiasts fundraising. Gunnison’s current plan for their indoor rink is to operate it 4-5 months a year. Chris’s diligence in exploring this opportunity was noted and thanked.
Feltus Single-Family Residence (SF addition to existing Garage Apartment Building): Lots 24-25, Block 28, 4th Filing – 10 Neville Way The Plans were reviewed by Dave, Pete and Al. Motion by Dave to approve the Plans. Pete seconded the Motion. Dave, Al and Pete voted to approve the Plans. Erin abstained.
CB South Metro District Water Tank Site Plan Review/Approval for Outlot 46: Rescheduled to June meeting.
Alpengardener Storage Yard/Lot Appearance: Lot 30, Block 5, Filing #2 – 177 Gillaspey Avenue.
Rescheduled to June meeting.
Cement Creek Management 4-Plex Extension Request: Lot 2, Block 3, 1st Filing – 96 Elcho Avenue
Rescheduled to June meeting. A neighbor requested that before an extension is granted, Cement Creek Management should be required to finish the fence back by Lower Cascadilla Street
New/Continued Business:
2007 P.O.A. Audit Review: Rescheduled to June meeting
Consideration of Fraud Insurance for CB South Employees and the P.O.A. Board: Chris explained that one of the recommendations of the auditor was for the P.O.A. to consider getting fraud (theft) insurance for the P.O.A. employees and the P.O.A. Board of Directors. For coverage up to $25,000 in theft/fraud it would cost $170 per year for the P.O.A. employees only, and $225 per year for employees as well as the P.O.A. Board members. Currently the P.O.A. has 4 safeguards in place: separation between check drafting and check signing authority, monthly Board review of banking transactions, an annual audit, and checking writing on only 2 accounts both of which have minimum balances. Motion by Erin to purchase the coverage for both P.O.A. employees and Board members for the $225 annual premium. Second by Pete. The motion was unanimously approved.
Review/Adoption of CB South Employee Conflict of Interest Policy Chris explained that after our recent 2007 P.O.A. audit was conducted, one of the recommendations was for the P.O.A. to adopt an employee conflict of interest policy. Chris presented the following draft:
Conflict of Interest Policy for Crested Butte South P.O.A. Employees
Policy on Conflicts of Interest and Disclosure of Certain Interests
This conflict of interest policy is designed to help employees of the Crested Butte South Property Owners Association identify situations that present potential conflicts of interest and to provide Crested Butte South Property Owners Association with a procedure that, if observed, will allow a transaction to be treated as valid and binding even though an employee has or may have a conflict of interest with respect to the transaction. In the event there is an inconsistency between the requirements and procedures prescribed herein and those in federal or state law, the law shall control. All capitalized terms are defined in Part 2 of this policy.
1. Conflict of Interest Defined. For purposes of this policy, the following circumstances shall be deemed to create Conflicts of Interest:
A. Outside Interests.
(i) A Contract or Transaction between Crested Butte South Property Owners Association and a Responsible Person or Family Member.
(ii) A Contract or Transaction between Crested Butte South Property Owners Association and an entity in which a Responsible Person or Family Member has a Material Financial Interest or of which such person is a director, officer, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator, or other legal representative.
B. Outside Activities.
(i) A Responsible Person competing with Crested Butte South Property Owners Association in the rendering of services or in any other Contract or Transaction with a third party.
(ii) A Responsible Person’s having a Material Financial Interest in; or serving as a director, officer, employee, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator, or other legal representative of, or consultant to; an entity or individual that competes with Crested Butte South Property Owners Association in the provision of services or in any other Contract or Transaction with a third party.
C. Gifts, Gratuities and Entertainment. A Responsible Person accepting gifts, entertainment, or other favors from any individual or entity that:
(i) does or is seeking to do business with, or is a competitor Crested Butte South Property Owners Association; or
(ii) has received, is receiving, or is seeking to receive a loan or grant, or to secure other financial commitments from Crested Butte South Property Owners Association;
(iii) is a charitable organization; under circumstances where it might be inferred that such action was intended to influence or possibly would influence the Responsible Person in the performance of his or her duties. This does not preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or insignificant value that are not related to any particular transaction or activity of Crested Butte South Property Owners Association.
2. Definitions.
A. A Conflict of Interest is any circumstance described in Part 1 of this Policy.
B. A Responsible Person is any person serving as an employee of Crested Butte South Property Owners Association.
C. A Family Member is a spouse, domestic partner, parent, child, or spouse of a child, brother, sister, or spouse of a brother or sister, of a Responsible Person.
D. A Material Financial Interest in an entity is a financial interest of any kind that, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect a Responsible Person’s or Family Member’s judgment with respect to transactions to which the entity is a party. This includes all forms of compensation.
E. A Contract or Transaction is any agreement or relationship involving the sale or purchase of goods, services, or rights of any kind, the providing or receipt of a loan or grant, the establishment of any other type of pecuniary relationship, or review of a charitable organization by Crested Butte South Property Owners Association. The making of a gift to Crested Butte South Property Owners Association is not a Contract or Transaction.
3. Procedures.
A. Before board or committee action on a Contract or Transaction involving a Conflict of Interest, an employee having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting.
B. An employee who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a Conflict of Interest shall disclose to the chair of the meeting all facts material to the Conflict of Interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting.
C. A person who has a Conflict of Interest shall not participate in or be permitted to hear the board’s or committee’s discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.
D. The person having a conflict of interest may not vote on the Contract or Transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person’s ineligibility to vote shall be reflected in the minutes of the meeting.
E. Responsible Persons who are not members of the board of directors of Crested Butte South Property Owners Association, or who have a Conflict of Interest with respect to a Contract or Transaction that is not the subject of board or committee action, shall disclose to the Board any Conflict of Interest that such Responsible Person has with respect to a Contract or Transaction. Such disclosure shall be made as soon as the Conflict of Interest is known to the Responsible Person. The Responsible Person shall refrain from any action that may affect Crested Butte South Property Owners Association’s participation in such Contract or Transaction.
In the event it is not entirely clear that a Conflict of Interest exists, the individual with the potential conflict shall disclose the circumstances to the Board, who shall determine whether there exists a Conflict of Interest that is subject to this policy.
4. Confidentiality. Each Responsible Person shall exercise care not to disclose confidential information acquired in connection with such status or information the disclosure of which might be adverse to the interests of Crested Butte South Property Owners Association. Furthermore, a Responsible Person shall not disclose or use information relating to the business of Crested Butte South Property Owners Association for the personal profit or advantage of the Responsible Person or a Family Member.
5. Review of Policy.
A. Each new Responsible Person shall be required to review a copy of this Policy and to acknowledge in writing that he or she has done so.
B. Each Responsible Person shall annually complete a disclosure form identifying any relationships, positions, or circumstances in which the Responsible Person is involved that he or she believes could contribute to a Conflict of Interest arising. Such relationships, positions, or circumstances might include service as a director of or consultant to a not-for-profit organization, or ownership of a business that might provide goods or services Crested Butte South Property Owners Association. Any such information regarding business interests of a Responsible Person or a Family Member shall be treated as confidential and shall generally be made available only to the Board, and any committee appointed to address Conflicts of Interest, except to the extent additional disclosure is necessary in connection with the implementation of this Policy.
C. This policy shall be reviewed annually by each member of the board of directors. Any changes to the policy shall be communicated immediately to all Responsible Persons.
Crested Butte South Property Owners Association
Conflict of Interest Information Form
Name:_____________________________________ Date:_____________________________
Please describe below any relationships, positions, or circumstances in which you are involved that you believe could contribute to a Conflict of Interest (as defined in Crested Butte South Property Owners Association’s Policy on Conflicts of Interest) arising.
I hereby certify that the information set forth above is true and complete to the best of my knowledge. I have reviewed, and agree to abide by, the Policy of Conflict of Interest of Crested Butte South Property Owners Association that is currently in effect.
Signature:__________________________________ Date:_____________________________
Motion by Dave to adopt and implement the above policy. The Motion was seconded by Al. Motion was unanimously approved.
Review/Adoption of CB South Anti-Discrimination Policy: Chris explained that the P.O.A. needed to have a written nondiscrimination in place and proposed the following:
Crested Butte South Property Owners Association Nondiscrimination Policy
The Crested Butte South Property Owners Association (CB South P.O.A.) actively seeks to promote access, equity, and inclusiveness, and to discourage discrimination that denies the essential humanity of all people. CB South P.O.A. recognizes that tolerance and a diversity of perspectives is basic and healthy in community life. In its many activities, the CB South P.O.A. will recognize this diversity.
Therefore, the CB South P.O.A. follows an equal opportunity employment policy and employs personnel without regard to race, creed, color, religion, national origin, sex, sexual orientation, age, physical or mental handicap, veteran status and marital status.
Motion by Dave to adopt and implement the above policy. The Motion was seconded by Erin. Motion was unanimously approved.
Review/Adoption of CB South Risk Management Policy Chris explained that another of the auditor’s recommendations was an annual review of our fraud risks and disaster recovery plans. He presented the following for discussion:
Fraud Risk Assessment and Monitoring Program
The best prevention tool CB South P.O.A. has to guard against fraud is a system of internal and external controls. The following are the current controls that the POA has for fraud prevention:
- Physical Access to the Facility
- The doors to the POA are locked when there are no employees present in or around the building.
- Only employees have a key to the building. When an employee leaves the employment of the POA the key is returned.
- Physical Access to the Financial Records and Funds
- All cash receipts are photocopied along with the data supporting the purpose of the cash payment
- All checks are photocopied before deposit.
- The only individuals receiving cash or checks are the Manager, Staff Accountant or Code Enforcement personnel.
- Checks are kept in a folder until ready for deposit.
- All payments are entered into QuickBooks.
- QuickBooks is password protected. The only individuals with the password are the Manager and the Staff Accountant.
- All receipts are deposited into the bank at least weekly. The receipts are thoroughly described on the deposit slip.
- Physical Access to Assets
- The keys to the truck and Zamboni are under the direct control of the Manager.
- The access to all other assets, such as lawn maintenance equipment and snow removal equipment is limited by access to the POA building which is locked when no employees are present.
- Job Descriptions.
- Each Employee has a written job description which is clear, agreed upon and adhered to.
- Accounting Reconciliations and Analyses
a. The bank accounts are reconciled monthly.
- Detailed reports of all banking transactions are prepared by the Staff Accountant and reviewed by the Manager. The Reports are then reviewed by the Board of Directors at each monthly Board meeting.
- The Board is provided with a copy of the Budget and spending to date each month which includes the percentage of the spending to date to the budgeted amount for the year.
- The entire membership is sent a copy of the Budget together with the receipts and disbursements to date before each Annual Meeting held in August. The membership is given an opportunity to ask questions about the budget and all receipt and disbursement items.
- The Staff Accountant drafts the checks but does not have signature authority. All checks must be signed by either the Manager or the President of the Board.
- Supervision
- The Manager directs and reviews the work of the Staff Accountant.
- The financial information is reviewed monthly by the Board of Directors.
- Members, vendors and community people all have direct assess to the Manager, Staff Accountant and the Board for questions or concerns.
- The Manager reviews all bills before they are paid.
- The Manager checks references before hiring employees.
- If an employee commits fraud, theft or other act of dishonest, the employee will be immediately dismissed; restitution shall be pursued and prosecuted for any criminal acts undertaken.
- Audit
- The POA hires an independent external auditor to perform an audit each year.
- The Manager, Staff Accountant and Board review the Auditor’s Report and try to make improvements based upon the Report.
- The Auditor’s Report is available for review at the Annual Meeting.
Disaster Recovery Plan
Crested Butte South Property Owners Association foreseeable disaster possibilities include the following:
Destruction of the P.O.A. Building
Power outages
Destruction of Computers
Unexpected absence of Key Employees
Key items that would be lost:
All records including file information on each lot within CB South
Work in progress for building plans, P.O.A. community property plans
Records pertaining to dues paid, outstanding AR and AP
Working knowledge of current status of access to information on computers and work in progress, work history.
Key objectives for disaster recovery:
Recover financial records
Rebuild records on each lot within CB South
Resume works in progress
Rebuild physical facility
Current recovery strategies employed by CB South:
Quick Books is backed up to a disk at the beginning of each month. The disk is stored in the office’s fire safe. During the first three months of the year, when activity is greater, the data is backed up mid month also.
Bank accounts are reconciled monthly and hard copies are made of the reconciliation. Paper copies are stored in the file cabinet by accountant’s desk. Copies of all payments received and all invoices are kept in accountant’s file cabinet.
The computer system is backed up daily to an external hard drive. This backup includes the back up of QuickBooks also.
Recovery of file information about each lot could be obtained from the Gunnison County Assessor’s web page.
Recovery of information about work in progress would require inquiry to/by the parties involved.
Recovery of computer information would require reconstruction from the last back-up to the date of destruction.
The POA Building carries adequate insurance for the event of damage or destruction of the physical building and personal property therein.
In addition to preparing recovery strategies, CB South has implemented the following precautionary measures with an objective of preventing a disaster situation in the first place. These include the following:
- Surge Protectors (power strips) on all computers — to minimize the effect of power surges on delicate electronic equipment
- Fire Preventions — smoke alarms, accessible fire extinguishers
- Anti-virus software
- Password protection on Quick Books and on Manager’s computer for log-in.
The Board discussed the above and suggested that the locks be changed periodically. Scanning of documents was discussed, however the time and cost is prohibitive. Chris will explore the cost of fire safe cabinets when future cabinets are needed. Al suggested that Scott Moral from Gunnison County talk to the Board about Disaster Recovery Preparedness. Motion by Dave to adopt and implement the above policy. The Motion was seconded by Al. Motion was unanimously approved.
Re-scheduling June’s Regular P.O.A. Board meeting from June 11 to June 18, 2008: Motion by Erin, second by Al to re-schedule the June meeting from June 11 to June 18, 2008. Motion was unanimously approved.
Music Festival Discussion – September 27-28: Steve Keim approached the P.O.A. about using the Park from 3-8 PM on Sept. 27-28 for a music festival as a hockey/park improvements fundraiser. It was noted that the County Special Events Ordinance will need to be followed which entails police, port-a-potties, parking attendants, etc. The Board directed Chris to assist Steve by reviewing the County Ordinances, and addressing the issues of how to protect the grass, a noise ordinance variance, and parking issues. The actual organization of the function is not the P.O.A.’s (or Chris’) responsibility.
Association Manager’s Report
Chris informed the Board that the P.O.A. received a $10,000 Grant from Gunnison County Met. Rec. District for playground equipment. The equipment has been ordered and should arrive in 4-6 weeks. The playground plans were available for review. It was suggested that the slide(s) be placed on the north side to help minimize overheating by the sun.
Chris informed the Board that he is in the process of getting Red Mountain Park Storage/Changing Room Building Design Plans. This building will replace the existing warming house. It will have a 3 door-4 bay garage on the Fire Hall side and changing rooms on the hockey rink side. It will be approximately 2,400 SF and look like a barn. The building will be paid for by an appraisal and refinance on the office building. If the rink were covered at some future date the building would not be in the way of the covered rink.
Transportation Update – Chris informed the Board that the RTA will place a bicycle rack out by Hwy 135 and Cement Creek Road. RTA was very receptive to the idea of splitting the cost to purchase 10-12 community bicycles for CB South. The Board felt that issues of storage, liability and theft outweighed the benefits of community bicycles. The funds would be better spent for improved lighting along the Cement Creek Road. The matter was tabled.
With no further matters for discussion, Al Smith adjourned the Regular Board Meeting at 9:10 p.m. |
