Special Board of Directors Meeting June 19, 2007
Rancho Tehama Association Special Board of Directors Meeting June 19, 2007
Approved 8/7/07 with corrections

Danny Murray called meeting to order at 9:03 am and led the flag salute.

Directors in attendance were Danny Murray, Jim Long and Karis Pierce. Bill Massey was out of town. Jerry Kohler has resigned.

Agenda Additions/Changes - The open forum was moved to the end of the meeting.

Announcements: We have contracted Paychex Payroll Service to do our payroll. Karis Pierce said she has used them before and they have given very good service. The contract can be cancelled at any time. We will start doing our own payroll when the new software is fully up and running.

Unfinished business: Karis found a document in a file about a resolution in 1973 to make quarterly payments for dues. It was decided that it should be checked into whether resolutions are valid until rescinded or if they are only valid in the year made. One member suggested that each year we should make a resolution as to how much dues are and how they should be paid.

New business: Transfer Station Contract - We had our lawyer look over the contract. Rob's Recycling will be setting up under the terms at our Transfer Station. We will still be paying for the compactor for household garbage. Rob's recycling will be collecting and paying members for recyclables. The amount we will pay Rob's Recycling for running the Transfer Station is $2,500 per month. They will hire our Transfer Station employee. The hours will be the same, except they will be closed holidays. They must abide by our rules and CC&Rs. Rob's recycling will hold money donated from recycling, if requested, for fund raising. We are pushing to get this done now since there is only a window until Friday, June 22. If we don't get this set up by then, it can't be done until the 1st of next year.

Loan for the sign - 2 board members signed for a loan. Karis has copies of the loan; it was for $51,631.01. Jim made a motion to cancel the loan for the sign. Karis seconded the motion. It was passed with a vote of the Board.

Contract for the sign - We can not enter into a contract for more than a year. Karis said that we can terminate the contract because of item #5; delivery was not in 8 weeks. The contract was for 60 months which is not allowable under our bylaws and the contract was signed by only one board member. We need to send a letter to Columbia Media about the cancellation and request return of the deposit. Jim made a motion to cancel the contract and request our deposit back. Danny seconded the motion. The motion was passed with a vote of the Board.

Savings Account - We need to open a savings account for the General Fund. We only have a general checking fund. Jim made a motion that we open a General Fund Savings account. Karis seconded the motion and it passed with a vote of the Board.

Contract for Transfer Station - Cathy Johnson said the items she wanted are now in the contract. Page 7, article 6 has the 30 days notice for cancellation of contract by either party. Danny made a motion to accept contract as written. Karis seconded the motion and it passed with a vote of the board.

Karis read Jerry Kohler's resignation letter.

Open Forum: A member had a question whether we changed our insurance. No one on the Board had heard that. We will check and report back if we changed insurance.

It was suggested that we should put a note in the newsletter about the Transfer Station change.

When the Board Term should start will be investigated. Jim feels it should start in August, after the election. Marcia Rouse said that the ballots state that the new members start January 1, 2008 and that we have a letter from the Attorney stating that January 1st is the correct date for new Board to take office. Sheri Schultz said the lawyer's letter was just an opinion. We need clarification of when new officers should take office.

A question was brought up about the results of the Cumulative voting ballot. For cumulative voting to have been removed from our bylaws we needed a 75% vote for removal; we had 61%. Cumulative voting is valid for this election.

Danny Murray stated that the Board will come back to the Open meeting after the executive session to let everyone know about any decisions.

Meeting was adjourned to executive session at 10:10 am.

After the Executive Session Danny Murray and Jim Long came back and gave an overview of the Executive Session. Karis Pierce was typing the letters to the bank and Columbia Communications, so she was not present.

A member has too many junk cars on his lot and we will need to talk to him about it.

There was a vote of two to one discussing putting Jim Long in as president. Karis will now be over the office. (Please read executive session minutes)

Jim Long feels all Board members should be given the right to vote on things that are decided on.

We need to give Bill Massey the right to voice his side of the sign issue before it is voted on whether to remove him from the Board. We will address this item at the next Open Board meeting. Penny McGee feels that any questions from the members regarding this issue need to be submitted to the Board in advance.

The overview of the Executive Session was adjourned.

Respectfully submitted by:

Karis Pierce, Corporate Secretary

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