Pine Ridge Ranch Property Owners Association

Board of Directors Meeting Minutes 6-9-07

The meeting was called to order by Dick Gosselin at 10:15 a.m. in the “Boardroom” at Dick and Linda’s ranch.

I. Attendance

Dick Gosselin – President

Matt Allred – Vice President

Joseph Ginther – Director

Bill Rader - Director

Linda Gosselin – Secretary

Callie Allred – Treasurer

Deborah Raudins – Member

Jim and Laurie Stover - Members

II. Previous Minutes

Linda read the previous meeting’s minutes. Matt moved to approve the minutes as read. Joseph seconded. All approved.

III. Treasurer’s Report

Callie presented the treasurer’s report (attached). Bill Moved to approve the report as written. Matt seconded. All approved.

IV. Old Business

A. Weed spraying

Dick reported that the final cost of the sprayer was $1,085.66, which included shipping and tax. Dick assembled the sprayer and tested it with water; sprayer is ready for use. Dick related that the wind was always blowing when he was available to spray so no spraying has been done. The weeds are too tall now to spray or mow. They must be cut with a sickle bar. If weeds are cut, then we could use spray to keep them down. Joseph asked what a sickle bar would cost. Dick estimated around $2,600. Joseph said it makes sense to buy the implement and do it ourselves. Dick talked about the two state-owned tractors now for sale at Rose Brothers Tractor, Inc. in Lingle. Dick stated that the tractors have very low hours and purchasing one would be a good investment to save money on road maintenance because we could do the work ourselves. The Board was in favor of looking into this further, but due to the upcoming election wanted to let the new Board decide this issue.

Weed spraying can be done in the fall to help keep weeds from starting in the spring. Dick estimates that it will take approximately 250 gallons of spray to do all roads. Deborah Raudins expressed concern about spraying and the grazing cows. Dick said that we would have to check with the State of Wyoming to ensure that we would use approved chemicals so as not to cause harm to the cows. Bill suggested that we should wait until the cows have a chance to graze and then see what weeds are left.

B. Delinquent Dues Update

As of this meeting, Callie related that 6 lots have not paid their dues for 2006 and that 12 lots have not paid for 2007. Joseph made a motion to charge a 5% late fee on all late dues as of today. Matt seconded. Three approved. Bill opposed.

Bill said that he felt a precedent had been set by accepting dues at the last annual meeting. Several of the Board said that letters had been sent out clearly stating when dues are due and late notices sent twice to those as appropriate. Bill made a motion to charge a late fee after the annual meeting on 6-16-07 this year and start charging late fees after Jan. 30th of all subsequent years. Matt seconded. All approved.

Linda mentioned that when a sale on land is closed, the closing agent will generally call the Association for any dues or assessments that are owing on the land. This should catch some of the unpaid dues.

The Board agreed that the lien process is too costly to administer for small amounts owed to the Association. The lien process should be reviewed annually by the Board for action.

C. Power Utility Account Rebates

Dick reported that Joe Costello from WYRULEC had called to say that more bills had come in against the contract for placing buried power in Pine Ridge Ranch, and that he needed another $7,500. Dick told him that he would take it up with the Board at the next meeting. Dick made a motion to tell WYRULEC that no more money would be paid pursuant to the contract that was signed between WYRULEC and the PRRPOA, which states that the contract was not to exceed $715,000. Matt seconded. All approved. Dick will wait to see if Joe Costello pursues his request further. Dick thinks that Joe may have answered his own question.

Linda indicated that rebate checks could not be sent out because we do not have two people currently on the Board that can sign for the Utility Account. Don Beamon was a signatory on the account but his resignation was tendered before checks could be written. Linda recommended that checks should be deferred until the new Board determines who should be on the account. All were in favor. The current amount in the Utility Account is $13,425.47. Dick suggested that we hold $1,000 in reserve to cover the cost of mailings, postage, legal, etc. All were in favor. Linda suggested a round number figure so that checks would be easier to write. She suggest the rebates should be $130 per lot, $130 x 94 rebates = $12,220, leaving $1,205.47 in the Utility Account. All were in favor.

Callie discussed making sure that Dick and Linda are involved in the Power Utility Committee in the future since they are the most knowledgeable people on this issue. She also said that it is important to remember that the people who paid for the power have unique rights not specifically covered by the bylaws. Bill said that Arnold Tollefson should be on that committee, too. The others said that Arnold is welcome to join, but that he has not come forward with an interest to serve on any committee. Matt moved to retain Dick and Linda as two of the members assigned to the Power Utility Committee. Joseph seconded. Three were in favor. Bill was opposed.

D. Road Work 2007

Dick reported that he purchased the spreader/grader and tine harrow at a cost of $3,236.50, including shipping and taxes. The purchase we made with the full support of the Board. Dick graded 13 miles of main traveled roads in April. Matt followed with the tine harrow. Both were impressed with the job that was done using the new implements. The grader works to bring gravel up from the edges of the road back to the middle, hence reclaiming some gravel. Dick graded 6 miles of main traveled roads in late May and early June. Lack of moisture has made any further grading of no value. He suggested that the grading be reassessed at the next board meeting.

E. Annual Meeting 6-16-2007

Bill reported that the Fort Laramie School was going to be the site of the meeting. Matt asked how that could be since he was turned down by Ron Pomeroy. Bill said he didn’t know. There will be no water turned on in the school. Kathy Tollefson and Cristine Rader are making the plans. Port-a-pots will be brought in and bathrooms across the street at the park will be available for use. Bill said that he thought there would be electricity, but the kitchen would not have power. Callie reported that she sent Cristine Rader as committee leader an email reiterating the Board’s decision that all costs for the dinner and festivities must be covered by the fees collected for same. The rest of the Board offered to help set up if needed.

F. Board Elections

Bill Rader was charged with handling the counting of the election ballots. He will ask several Members to assist him. At the time of this meeting, Dick indicated that there will probably not be a quorum represented at the annual meeting. Based on that, Dick moved to have proxy forms available at the annual meeting to hand out to those present. Since a second meeting may have to be called to finish the election process, taking this step would help ensure that at least a 25% quorum could be met and an election could take place. Joseph seconded. All approved. Linda will make sure to bring proxy forms to the annual meeting on 6-16-07.

G. Grazing Rights on the Ranch

Dick reported that he has researched the grazing laws briefly. The Association has no involvement with the management of grazing; however, if the cows are on Association roads, the Association does not want to be held liable for damage to cows or members. Dick indicated that open range signs need to be put up on the Ranch because of the liability of having cows on the roads. Bill volunteered to ask Arnold to put up signs at both entrances to the Ranch, since the grazing is Arnold’s responsibility. Joseph volunteered to ask Arnold about the grazing schedule and locations on the Ranch so that the information can be shared with the membership via the website.

H. Updating Membership List

Callie and Linda completed the updates and verification of the PRRPOA database on 6-8-07. At this point in time, we have valid addresses on all members. Great job, Callie, for your continued diligence on the database!

I. Filing of CC&Rs and Bylaws

Linda reported that a signed and notarized copy of the CC&Rs was filed with the Goshen County Clerk as of 4-30-07, reflecting the membership voting announced at the annual meeting on 6-03-06. The cost of filing was $37.00. The bylaws are not filed with the county, per the County Clerk. In checking with the Secretary of State, they do not file the bylaws in their office. So the signed and notarized copy of the bylaws is filed with the PRRPOA Secretary. Linda will have copies of both documents made so that they are available to members at the annual meeting.

J. Chase Dues Case

Bob and Mary Chase appeared per their request at the Board meeting from 10:32 a.m. to 10:45 a.m. to present their case about dues for their lot #5. Bob expressed concern over the dues for roads and the fact that he doesn’t use the roads to access his property. In fact, no Ranch roads touch his property and he says he gets no benefit from Ranch roads. His land is accessed from County Road 104. Bob stated that his understanding is that the dues of $120 per year are for road maintenance. Bob talked to Dick about the issue on the day of the first annual meeting in 2005 but didn’t follow up on it. Bob received a letter from the Board stating that if dues were not paid, a lien could be filed against his property and he hired a lawyer, Michael E. Warren of Sawyer & Warren, P. C., at that time to fight his case. Mr. Warren sent Ann Schnelzer, PRRPOA Board Attorney, a letter dated 2-24-06, that is filed with the Secretary of the Board. The Board had Ann prepare a response dated 5-26-06 to Bob’s lawyer offering to freeze his dues at $120 as the Board approved. Bob wants to pay $120 per year in dues and wants the dues frozen at $120 per year and pay no increases as long as he or his heirs own the land. Bob presented an agreement to this effect and ask the Board for consideration.

The Board agreed to have Ann look at the proposal presented by Bob. Bob said he is willing to pay his two years worth of dues for 2006 and 2007 upon receipt of a signed copy of this agreement. He asked the Board to try to get this completed so that he could pay his dues prior to the upcoming annual meeting so that he could be a member in good standing. The Board charged Dick with the responsibility to meet with Ann on this subject.

V. New Business

A. Resignation of Don Beamon

Don notified Dick via phone call that as of May 1, 2007, he is resigning. A follow-up email was sent by Don to the Board. Dick said that according to the bylaws, the Board should appoint a replacement. Joseph moved to appoint Callie Allred to serve the rest of Don’s term, which will end at the annual meeting. Matt seconded. Deborah Raudins expressed concern about spouses or co-owners on a lot serving on the Board together. Callie related that she and Matt do not see things the same way and that they will be objective and separate on matters of the Board. Dick called for the vote. Three of the Board Members voted in favor; Bill was opposed. Callie is appointed as Director.

B. Registration and voting at General Meeting

Linda asked for help to handle registration at the annual meeting. Laurie Stover and Deborah Raudins volunteered to help. Linda asked them to be available at 2:00 p.m. on Saturday, 6-16-07.

Since the Tollefson’s have hired an attorney to protest the handling of the election, Linda asked for permission to clear the proposed methods with Ann Schnelzer. The Board approved. Linda will check with Ann and set up a meeting. Linda will contact one of the Board to accompany her.

C. Agenda for General Meeting

The Board discussed the items to be covered at the annual meeting. Dick will call the meeting to order; Linda will read the minutes of the last annual meeting; Linda, in Callie’s absence, will read the Treasurer’s report; and Dick will give an update on work completed so far this year and work that is planned. Then, if there is a quorum, nominees will be asked to give a short speech. The election will then be held. When the counting is complete, Bill will announce the results. There will also be time for questions from the membership.

D. Board Member Actions

Callie brought up that no Board Member should act on their own without consulting the other Board Members. All issues brought to the Board for action on behalf of any member should be done in writing so that the Board has a clear understanding of the issue. Dick discussed board etiquette in general and said that it is generally accepted as a matter of professionalism and courtesy that a board member should consult with his/her fellow board members on issues of concern. Bill acknowledged that he knows this issue was discussed because of his meeting with the Board attorney to which he brought Arnold Tollefson. This action was done without Board knowledge. Callie said that he was not authorized to do so and that she recommends that the Board deny any charges for that attorney visit. Bill said that he would pay for the visit, but didn’t feel that he got a satisfactory explanation from the Board regarding number of positions up for election. Linda said it is Bill’s responsibility to get the Board’s attention until his questions are heard and not to indicate that he’s OK with something when he is not.

Joseph made a motion to adjourn the meeting. Matt seconded. All were in favor. The meeting was adjourned at 12:50 p.m. Lunch was served by Linda and her Mom, Evelyn Hunter.