Countrylane Woods II annual Corporate Meeting March 7, 2006 Tonight’s Agenda

Countrylane Woods II Annual Corporate Meeting
March 7, 2006

Tonight’s Agenda

• 
  Introductions
  
• 
  Subdivision Overview
  
• 
  Accomplishments
  
• 
  2005 Financial Update
  
• 
  Goals and Concerns for the Future
  
• 
  City of Manchester Update
  
• 
  Review of Subdivision Legal Stature
  
• 
  Home Owner Comments
  
• 
  Adjourn
  

Announcer and emcee: Trustee Ted Sundhausen

Discussions of CLWII Topics: Trustees Eric Ruegg & Mike Ritchie

Introductions

• 
  Guests
  
• 
  Directors/Trustees
  
• 
  Residents Who Make A Difference
  

Guests

• 
  Ed Blattner - Manchester City Administrator
  
• 
  Marilyn Ottenad - Manchester Alderwoman
  
• 
  Chuck Billings - Subdivision Legal Counsel
  

Introductions

• 
  Directors/Trustees
  

• 
  Eric Ruegg
  
• 
  Mike Ritchie
  
• 
  Carol Weber
  
• 
  Cris Finnegan
  
• 
  Ted Sundhausen
  

Introductions
Residents Who Make a Difference

• 
  John & Ellen Boll, Clubhouse Rentals
  
• 
  Cheri Inman, Easter Egg Hunt & Kids Events
  
• 
  Keith Brown, Webmaster & Color/Siding Chairman
  
• 
  Chris Mohler, The “Easter Bunny”
  
• 
  Karen Paszek, The New Easter Egg Hunt & Kids Event Chairwoman
  
• 
  Carol Weber, Newsletters
  
• 
  Residents Common Ground, By-Laws, Corp. Annual Meeting
  

2005 Swim Team

Accomplishments

• 
  Monica, Swim Team Chairwoman & Todd Brown, Right Hand Helper
  

100 Kids on Team

• 
  Bill Howell, Head Coach for Swim Team
  

2005 Conference Champions


Resident Awards
2005 Manchester Landscaping Contest Winners

• 
  Ellen & John Helmbrecht, 927 Imperial Point
  
• 
  Pat & Vern Hackman, 931 Imperial Point
  

Subdivision Overview

• 
  Boundaries
  
• 
  History & Demographics
  

Subdivision Overview-Boundaries


Subdivision Overview-Boundaries


Subdivision Overview-
History & Demographics

• 
  06/14/1973 Bill 161 is Adopted by St Louis County Council describes the PEU used in developing the Single and Multi-family dwellings that make up CLWII
  
• 
  06/24/1974 Original CLWII Single Family Indentures recorded with St Louis County
  
• 
  09/16/1985 CLWII - Kemp Agreement divorcing Apartments and CLWII
  
• 
  1/21/1986 174 Approvals of 1st Amended Indentures recorded with St Louis County
  
• 
  12/04/1986 Bill 531 is adopted by St Louis County Council
  

• 
  Makes CLWII recreation facilities for the exclusive use of CLWII single family residents
  
• 
  Changes total number of single family houses allowed to 497
  

• 
  03/06/2003 CLWII incorporated as a Non-Profit Corporation
  
• 
  06/07/2005 Second Amendment to Indentures recorded with St. Louis County
  

• 
  176 Approvals
  
• 
  98 Disapprovals
  

• 
  12/13/2005 Corporate By-Laws Adopted
  
• 
  CLWII Demographics
  

• 
  497 Homes
  

• 
  310 Terrace Homes
  
• 
  187 Conventional Homes
  

Accomplishments
Common Ground

• 
  Solved erosion problem between parking lot & tennis courts
  
• 
  Completed 3 erosion control projects
  
• 
  Removed problem trees in common ground
  
• 
  Continued maintenance of CG areas
  

Accomplishments
Playground

• 
  Installed new grills & picnic tables
  
• 
  Tripled size of playground & installed small kids play structures
  
• 
  Installed new baseball backstop & benches
  

Accomplishments
Pool

• 
  Replaced worn and damaged pool furniture
  
• 
  Resurfaced all 3 pools
  
• 
  Repaired pool decking
  
• 
  Installed outdoor water fountain (Spring 2006)
  

Accomplishments
Clubhouse

• 
  Installed sprinkler system
  
• 
  Installed stone borders around flower beds
  
• 
  Upgraded landscaping
  
• 
  Upgraded air conditioning
  
• 
  Replaced worn furniture
  
• 
  Replaced toilets
  
• 
  Installed baby changing stations (Spring 2006)
  

Accomplishments
Tennis Courts

• 
  Repair & resurface courts*
  
• 
  Repair perimeter fence*
  
• 
  Remove basketball goal*
  

* Spring 2006


Accomplishments
Administration

• 
  Instituted a budgeting process
  
• 
  Instituted financial controls
  
• 
  Created Website
  
• 
  Newsletters
  
• 
  Incorporated
  
• 
  Indenture amendment
  

Financial History 1975 - 2005


2005 Financial Update


2005 Financial Update
2005 Income Highlights

• 
  Total Income - $128,694.30
  

• 
  $1,265.88 More in Interest than anticipated
  
• 
  Equivalent of 491 out of 497 homes paid assessment
  
• 
  Equivalent of 29 Clubhouse Rentals
  

(All financial information presented by Trustee Mike Ritchie)


2005 Financial Update
2005 Expense Highlights

• 
  Clubhouse
  

• 
  Repair Under Budget - $1,500
  
• 
  Trash Over Budget + $700
  

• 
  Common Ground
  

• 
  Maintenance Under Budget - $2,900
  
• 
  Tree Removal Under Budget - $2,100
  

2005 Financial Update
2005 Expense Highlights

• 
  Pool
  

• 
  Maintenance Under Budget - $1,100
  
• 
  Operation Under Budget - $1,200
  
• 
  Repair Under Budget - $1,300
  

• 
  Indenture Dispute
  

• 
  No Budget + $6,800
  

2005 Financial Update
2005 Expense Highlights

• 
  Office Expenses
  

• 
  Mailing Under Budget - $1,500
  
• 
  Printing Under Budget - $2,100
  
• 
  Miscellaneous Under Budget - $2,000
  

2005 Financial Update
2005 Expense Highlights

• 
  Expenses in Total - $118,344.52
  

• 
  Under Budget - $8,400
  

• 
  Actual Income (-) Actual Expenses
  

• 
  +$10, 349.79
  

• 
  Total Money on Hand 12/31/2005
  

• 
  $150,000.00 Reserves
  
• 
  $14,076.34 Operating Funds
  

  Financial Q & A

  
  

Countrylane Woods II
Goals & Concerns For Future

• 
  Website Enhancements
  
• 
  Terrace Homes Architectural Amendment
  
• 
  Erosion Control
  
• 
  Commercial Development Impact on CLWII
  

• 
  Q&A
  

First question: Is there a procedure for homeowners who do not pay assessments?

A: Yes…City and Village Tax Service handles all bookkeeping and accounting for the collection of assessments. They maintain files, file liens on unpaid accounts, collect unpaid accounts & fees, etc.

Second question: Why are there 6 unpaid assessments for 2005? Why are trustees allowing this?

A: Trustees don’t “permit” unpaid accounts. City & Village files a lien (on subject property) for unpaid accounts at the end of each calendar year. If a property owner attempts to sell or make changes to their property, they are forced to pay off the lien, along with interest and recording fees. After several years of liens, a property owner may then be taken to court to obtain a judgment to collect payment. This is a “last resort” because of the legal costs involved in the filing and collection of a judgment.

Website Enhancements

• 
  Develop directory listing repair & remodeling contractors using CLWII homeowner input
  
• 
  Develop page to solicit homeowner’s view points on various subjects (opinion poll)
  
• 
  Distribute newsletter via email and/or in addition to U.S. mail
  
• 
  Continue to request any homeowner input
  

• 
  Q&A
  

According to Keith Brown, “a website does not stay ‘fresh’ unless there are continuous changes and upgrades.” Proposed addition of a directory listing major issues unique to houses in our area, along with a list of recommended contractors.

1^st Question: Keith asked to restate website address.

A: www.countrylanewoodsii.com

2^nd Question: Resident Miles Whitener expressed concern over “loss of privacy” if his name and comments are reprinted onto our website.

A: Trustee Carol Weber replied, “So noted.”

Terrace Homes Architectural Amendment

• 
  Applies only to terrace homes
  
• 
  Maintain original unique design of terrace homes
  
• 
  Maintain  Increase Property values $ $ $
  
• 
  10-member committee has met for 11 months
  
• 
  Amendment written, a few revisions to be made, & attorney has reviewed
  
• 
  Plan on vote in 2nd Quarter 2006
  
• 
  Important to all CLWII homeowners
  

• 
  Q&A
  

1^st Question: Will this be an Indenture amendment?

A: Yes

2^nd Question: According to voting instructions per the Indentures, 1/3 of the homeowners can vote to approve. If 2/3 homeowners voted against, would it still pass?

A: No. Eric Ruegg further explained that if 1/3 of the homeowners voted to approve this amendment and 2/3 voted not to approve, then the amendment would be defeated. An amendment simply needs 1/3 of the homeowners accept or reject.

Erosion Control

• 
  Manchester Participation
  
• 
  Fix What We Can as Money Allows
  

Mike Ritchie explained about recent unbudgeted erosion repair to common ground bordering a home on Woodside Village during previous month.

• 
  Q&A
  

Commercial Development Impact on CLWII

• 
  Big Bend & Old 141 - Shop & Save
  

• 
  More Storm Water Runoff
  

• 
  Big Bend & Dougherty Ferry - Development
  

• 
  More Traffic
  

Commercial Development Impact on CLWII

II
Commercial Development Impact on CLWII

II
City Of Manchester Update
Ed Blattner - Manchester City Administrator

• 
  Commercial Developments
  

Ed Blattner highlighted some of the problems the City of Manchester must study. The Twin Oaks development requires a 50’ wall between the Shop & Save property and the rear of homes along Labonne Parkway, which Manchester property owners are unhappy about. Another Manchester problem is the issue of new stormwater pipes in the areas immediately north and east of this development. Manchester may have to spend money for a Twin Oaks development. The Dougherty Ferry & Big Bend development by Valley Park presents a similar story: This is a Valley Park development but Manchester is being asked to spend money on roadways, sewers, etc. Ed explained the similar characteristics of the history of the Waterford Manor apartments on Country Stone Drive. For the past ten years, Manchester has maintained the streets, sewers, trash, and street lights for these apartments, but the apartments are in the City of Valley Park and Valley Park is the recipient of revenues. Manchester is now fighting the cost of curb cuts and street maintenance costs on the Dougherty Ferry/Big Bend development; may be a lawsuit. “Stay tuned for further news,” said Ed, in closing.

• 
  Erosion
  

• 
  Q&A (by Ed Blattner)
  

Question: How does the Twin Oaks development impact costs and/or residents of Manchester?

A: MSD (Metropolitan Sewer District) and other public agencies have water runoff issues and updated guidelines on how to deal with these issues. Example: If water runoff requirements specify that the CFS (cubic feet per second) rating must be 10 and the new development would raise the number to 20CFS, work would have to be done to make sure the runoff remained at 10CFS. That is still a problem because that means that the additional 10CFS would be held back by some method, while 10CFS were still allowed to drain, but that amount would drain longer and harder, thereby doing more damage.

Question: What shops are going to be built at Dougherty Ferry?

A: Several restaurants, a bank, commercial offices.

Question: What do Country Stone residents do? They are impacted at both ends—how do residents keep traffic volume down?

A: Valley Park development is not close to being solved. Refusal of curb cuts is the only recourse but this may likely end up in court.

Big Bend & Dougherty Ferry

Big Bend Dougherty Ferry

Big Bend Old 141

Seven Oaks

Manchester Erosion Priorities

According to Ed, the city’s current priority is Seven Oaks Subdivision. The city will have to spend even more money than originally thought to overhaul storm water runoff system. The 7 Oaks rentention pond must be reduced to half of its current size and twin culverts must be added to more efficiently drain the retention pond into creeks and under main roadway. Most of the sales tax for erosion is now being used for this project and for the maintenance of the city pool. There is no extra money in the budget.


Review of Subdivision Legal Stature
Chuck Billings - Legal Counsel CLWII

• 
  Indentures
  
• 
  Non Profit Corporation
  

Chuck narrated a short dissertation explaining the formation of the subdivision. He went on to explain the following: The developer drafted the Indenture, which is a contract with each lot owner. The basic “contract” has been in effect since 1974. Later, trustees decided to incorporate the homeowner’s association which is governed by this “contract.” This was a good idea; it protects trustees, homeowners, subdivision assets. Each homeowner is a shareholder in corporation. This now means there are three different layers of law governing CLWII. The Indentures govern how the subdivision is run (first layer), corporate law (second level), non-profit status (third level). Trustees derive their powers from Indentures, which are governed by real estate law. They wear a different hat as directors of the corporation. Each layer is covered by different laws and these laws can conflict in certain areas. Tonight’s meeting is the 1^st annual corporate meeting and governs corporate business.

Chuck’s legal opinions on the following:

Recent election held in January: election was duly called under corporate law. Officers elected for non-profit corporation. What significance did this election have? Nothing!! Bylaws say directors must be elected trustees. This January election was in conflict with the Indentures.

Indenture Amendment: This was governed explicitly and specifically by original Indenture and all rules of that document were followed.

• 
  Q&A
  

Question: How did trustees have the right to incorporate “my property” without my permission? If I own 1/497^th of common ground, how can trustees control?

A: Indentures give them that power. Homeowners benefited from this action with an extra layer of liability protection.

Question: John Osthus seemed confused about corporate bylaws. Claimed directors “amended” them.

A: It is correct that any amendment to bylaws must be voted on by all members. However, directors did not amend bylaws. Prior attorney made the Indentures the bylaws upon incorporation. The trustees were not aware this was not permitted; thought everything was OK until Chuck discovered error. One set of bylaws was drafted in December, 2005, to correct this error.

Question: John still confused by laws governing corporations and laws governing Indentures. Claimed there were “inconsistencies” between state laws and CLWII bylaws.

A: Chuck and Eric pointed out that bylaws do conform to state law and nothing John was reading was from CLWII bylaws.

Question: Why wasn’t the election held at the October Special Meeting valid?

A: Documents for the October meeting specified “Trustee Election.” This conflicted with Indentures and could not take place.

Question: Mary Fitzpatrick asked about whereabouts of letter she requested from attorney.

A: Chuck explained he had not obtained authorization from the board as yet. Eric Ruegg then explained how this came about at a meeting between a small group of disgruntled homeowners and the board attorney.

Homeowner’s Comments

1. Liz Steltzer: She announced she had collected over 120 letters from homeonwers stating that the trustees should continue to do what they were doing and they were acting in the best interests of CLWII.

2. Another homeowner: “How can we be sure when we’re getting trustee correspondence and not more annoying correspondence from this small group of homeowners?” Eric Ruegg answered that she should look for trustee’s signatures.


Adjourn