Master Community
Association, Inc.
Initial
Meeting of the Board of Directors
December 17, 2001
Call
to Order:
Pursuant to a call of the Declarant under the Community
Declaration, this meeting was held to appoint members of the Board of
Directors of the Association, and for the Board to conduct such other business
as deemed necessary. The meeting was called to order by Denise Gammon at 2:15
P.M. Denise Gammon, John Lehigh, and Jim Chrisman, all of whom were appointed
Directors by the Declarant, were present in addition to Bill Biesendorfer from
Management Specialists, Inc. Since this was the first meeting of the Board of
Directors, there are no minutes from a prior meeting to approve and all
business was “New Business”. There was no “Old Business”
New
Business:
Acknowledgement of Board of Directors Appointment: Denise, John,
and Jim acknowledged that the
Declarant, in accordance with Special Reserved Rights and Development Rights,
appointed them to the Board of Directors of the Association.
Selection of Officers: The
Board of Directors unanimously appointed the following Officers of the
Association:
Denise Gammon – President
John Lehigh – Vice President
Jim Chrisman – Secretary
Mark Gerteis – Treasurer (not a member of the Board of Directors)
Approval of Articles of
Incorporation: The Board acknowledged that they had reviewed the
Articles of Incorporation, as filed with the Secretary of State, and they
unanimously approved of the Articles as filed.
Approval of By-Laws: The Board acknowledged that they had
reviewed the By-Laws of the
Association. They unanimously approved of the By-laws and directed that the
Secretary sign them.
Bank Account Authorization: The Board acknowledged the need
to establish bank accounts for the Association. The Board authorized the
establishment of two bank accounts, one for Operating Funds and one for
Reserve Funds. The Managing Agent will be authorized to open these accounts
when the first sale of a Unit to an Owner, other than the Declarant or a
Builder is imminent. The anticipated date for opening accounts is May, 2002.
The Board authorized that each account will require two signatures. At least
one signature must be by a member of the Board of Directors. The second
signature may be by the Managing Agent.
Budget Approval: The Board reviewed the budgets prepared by
Management Specialists, Inc. for both the Build-Out of Filing 2 and Fiscal
Year 2002. The Build-Out budget is for the purpose of determining the
appropriate assessment levels for each class of membership and each level of
service. The Fiscal Year 2002 budget is for the purpose of determining actual
income and expenses for the fiscal year. After reviewing both budgets, the
Board of Directors unanimously approved the budgets as revised. A copy of the
approved budgets are attached to these minutes. The approved assessment levels
for all types of units are summarized on page two of the Build-Out budget. The
Board of Directors unanimously approved the commencement of assessments to be
the first of the month after the first sale
of a unit to a buyer other than the Declarant or a Builder. This is consistent
with the Association’s legal documents. The anticipated date of commencement
is June, 2002.
Management Agreement: Bill Biesendorfer from Management
Specialists, Inc. presented the Board with a Management Agreement that had
been negotiated between the parties. The Board reviewed the agreement and
unanimously decided to accept it. A copy of the Management Agreement is
attached to these minutes. The Board decided that the President and
Vice-President will execute the agreement on behalf of the Association.
The Board acknowledged that the
Managing Agent will provide services to the Association prior to the
commencement date of June 2002. These services will be billed to the Declarant
on an hourly basis and will be paid by the Declarant consistent with a prior
consultation agreement. In the meantime, the Board authorized Management
Specialists, Inc. to accomplish any authorized work as the Managing Agent of
the Association.
Association Insurance: The Board authorized Management
Specialists, Inc. to obtain proposals for Association insurance which will be
consistent with the Association’s legal documents, and present them to the
Board in January.
Director Liability: The Board unanimously resolved the
following for the purpose of limiting their liability as a volunteer Board:
Resolved that no member of the Board shall be
liable to the Association or any member or creditor of the Association for
monetary damages arising from breach of fiduciary duty as a Director. However,
this resolution shall not eliminate or limit the liability of a Director to
the Association or it’s members for monetary damages for any breach of a
Director’s duty of loyalty, acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, act specified in
C.R.S. paragraph 7-1280402, or any transaction from which a Director derived
an improper personal benefit.
Fiscal Year: The Board unanimously adopted a fiscal year for
the Association the equal to the calendar year.
Ratification of Prior Actions: The Board unanimously passed
the following resolution ratifying the prior actions of the Declarant and the
individuals appointed to the initial Board:
Resolved that all actions taken
on behalf of the Association by the Declarant and individuals appointed to the
Board of Directors by the Declarant prior to the date of this meeting are
ratified and approved in all aspects.
Adjournment: There being no further
business, the meeting was adjourned at 3:35 P.M
____________________________________
Jim Chrisman, Secretary