Minutes: SPECIAL MPCA BOARD MEETING

Monday, September 13th, 2005

7:00 PM

The Board of Directors of the MPCA met at a special meeting on Tuesday, September 13^th, 2005 at Russ Simon’s home. Present were Ann Adams, Judi Carr, Dimitri Chernyshov, Darby Johnson, Jeanne Ormrod, Peter Roy, and Russ Simon, MPCA Secretary presiding. Guests included, MJ Searfoorce of Great North Property Management and Jerry Goddard, Ridge and MPCA member.

This special meeting was called by the Board for the primary purpose of electing officers of the Board and to deal with any other urgent matters.

By way of background, it is the Board’s practice to meet after the close of the Annual Meeting to welcome new Board members and to elect officers. After the Annual Meeting on September 10^th, 2005 closed, Walter Cheney, as authorized representative of the Moody Point Company, removed Jim Fitzpatrick as Meadow President and Meadow representative to the MPCA and replaced him with Ann Adams, his daughter and authorized agent of the Moody Point Company. The action of removing Jim Fitzpatrick as Meadow President and MPCA representative had the additional impact of removing Jim as the current President of the MPCA Board. Mr. Cheney has the legal right to do so, as the Meadow residents do not yet own 75% of the lots required for self-determination. The appropriate legal documents supporting these actions by the Moody Point Company were provided to the Board.

Since only four members of the Board were present after the Moody Point Company exercised its rights and notified the Board of its decision after the close of the Annual Meeting, the MPCA Board decided to postpone the scheduled meeting to elect officers until all MPCA Board members could be present.

The meeting was called to order at 7:00 PM by Russ Simon, MPCA Secretary.

1. Determination of who will be responsible to run this Special Meeting.

• The Board unanimously agreed that Russ Simon would run this special meeting until such time as a new MPCA president was elected.

2. Introduction of the New Board Members

• The new members of the MPCA Board were introduced: they were Ann Adams, agent for the Moody Point Company representing the Meadows, Dimitri Chernyshov, newly appointed representative of Lubberland and Peter Roy, newly elected member – at – large for a one year term to fill a current MPCA Board vacancy.
• After the introductions were completed, Peter Roy tendered his resignation to the Board as newly elected member - at – large, effective as soon as a replacement could be elected. The Board accepted his resignation with regret.
• As a result of this resignation, the Board decided that it needed to exercise its duly authorized powers (Article 5, Section 5 of the MPCA By-Laws) to vote to appoint a new member – at – large to fill the vacancy, prior to electing officers.
• Nominations for the new member – at – large were opened. A motion was made by Jeanne Ormrod, seconded by Darby Johnson to nominate Jim Fitzpatrick for the vacant member – at – large position. The Board was canvassed for other nominations and none were made. Jeanne Ormrod suggested that before we voted on the nomination that Jim Fitzpatrick be asked if he were willing to accept the Board position if he was elected. A call was then made to Jim Fitzpatrick, who said he would be willing to serve if elected. The Board then voted on the nomination and it was approved unanimously. Jim was then asked to join the meeting in progress so he would be present for the election of officers. Jim joined the meeting about 15 minutes later.
• Upon his arrival, Peter Roy officially resigned and Jim was welcomed by the Board as the new member – at - large for the remaining term of 1 year.

3. MPCA Officer Elections

• Russ Simon requested nominations for the position of President of the MPCA.
• A motion was made by Judi Carr, seconded by Jeanne Ormrod to nominate Jim Fitzpatrick. The Board was canvassed and no other nominations were made. The Board voted unanimously to elect Jim Fitzpatrick as President of the MPCA. At that point Jim Fitzpatrick, as President, took over the responsibility to run the rest of the meeting.
• Nominations for the position of Treasurer were opened. Our current Treasurer, Don MacKinnon, was nominated for another one year term by Judi Carr, seconded by Darby Johnson. No other nominations were made. The vote to elect Don MacKinnon as Treasurer was unanimous.
• Nominations for the position of Secretary were opened. Russ Simon was asked if he would be willing to continue to serve as Secretary, if elected. He said yes for the time being but was not sure that he would serve in that capacity for the full 1 year term. Russ Simon was nominated for the position of Secretary by Jim Fitzpatrick, seconded by Dimitri Chernyshov. No other nominations were made. The vote to elect Russ Simon as Secretary was unanimous.
• A motion was made by Jim Fitzpatrick, seconded by Russ Simon to appoint Peter Roy as an ex-officio member of the MPCA Board for a 1 year term. The ex-officio position would have full rights and responsibilities to participate on the MPCA Board with the exception of not having a voting right. Peter was asked if he would be willing to serve in this capacity and he said yes. The motion was passed unanimously.

4. Walter Cheney’s Letter to all Members of the MPCA

• Following the Annual Meeting, Walter Cheney sent a letter via email and hard copy to all MPCA members. The letter described his views and reasons for his actions at the Annual Meeting. He has asked for each member’s input on both construction and drainage problems, and outlined his willingness to work with us through a process he would like to follow to address these problems.
• The Board discussed the letter and decided to send a letter of its own to the membership sharing its views on Mr. Cheney’s letter which would include:
1. urging our members to fill out the survey and send copies of their responses to both Mr. Cheney and Russ Simon, MPCA Board Secretary.
2. to have each member deal with Mr. Cheney directly, as he suggested, on any construction or AMB related issues.
3. to have the MPCA Board, rather than each member individually negotiating, compile all the issues related to drainage and work with Mr. Cheney on a process to address and resolve the overall drainage issues in order to have a coordinated and integrated solution for Moody Point.

• The Board unanimously authorized Jim Fitzpatrick, as MPCA President, to send this letter on behalf of the Board to the membership ASAP.

5. Special Board Meeting to Meet with Walt Cheney on the Drainage Issues

• Based on discussions between Russ Simon and Walt Cheney over this past weekend, the Board unanimously agreed to hold a Special Board Meeting, to invite Walt Cheney to the meeting and to begin the discussions on how all the parties can cooperate in resolving the drainage problems. This first meeting, at a minimum, should focus on working out an agreed upon process and structure to address and resolve the drainage issues. This special meeting is scheduled for September 21^st, 2005 at 7:30 PM at Judi Carr’s home, 236 Cushing Road.

6. Regular MPCA Board Meeting Schedule

• A motion was made by Jim Fitzpatrick, seconded by Russ Simon, to return the normally scheduled monthly MPCA Board meetings to the first Monday of every month and to start them at 7:30 PM. The motion was approved unanimously.

7. Water Leak Update

• Jim Fitzpatrick notified the Board that the most significant water system leak, identified in the Waterfront Association area, has been fixed today by the Water System Committee and their consultants/contractors. Many thanks to Chuck Dennehy and his team for resolving this problem. Chuck has been asked to report to the Board on what caused the leak as soon as practicable.

The Special Board Meeting was adjourned at 8:10 PM.

The Next Regular Board Meeting will be held on October 3^rd, 2005 at Darby Johnson’s Home

Respectfully submitted,

Russ Simon

Secretary