Minutes: MPCA BOARD MEETING

Monday, May 8^th, 2006

7:30 PM

The Board of Directors of the MPCA met on Monday, May 8^th, 2006 at Russ Simon’s home. Present were Ann Adams, Judi Carr, Darby Johnson, Don MacKinnon, Jeanne Ormrod, Peter Roy, Russ Simon and Jim Fitzpatrick, presiding. Dimitri Chernyshov was absent. Guests included Erin Surprenant of Great North Property Management and Ann Adam’s son.

The meeting was called to order at 7:36 PM.

1. Minutes of the April 3^rd MPCA Board meeting:

• Motion to approve minutes was made by Judi Carr, seconded by Darby Johnson - approved unanimously.

2. Treasurer’s Report:

• Presented by Don McKinnon
• Updated financials through 4/30//06 were reviewed. Overall, Year-to Date MPCA Operating Expenses and Water System Operating Expenses are over budget by around $7000. This is due to the approved additional legal and engineering expenses required to continue to pursue getting our drainage issues addressed and corrected and the repair of the water leak on the Ridge. The cost of the Ridge’s water leak, initially paid for by the MPCA, should be substantially reimbursed by the Ridge Association shortly.
• In order to improve our cash management, a motion was made by Russ Simon, seconded by Jim Fitzpatrick to authorize Great North’s accountants to automatically maintain our Operating Checking Account at a minimum balance of $10,000 and to transfer $10,000 funds into this account from Operating Savings as soon as the checking balances fall below the minimum balance target. The motion was approved unanimously.
• A motion was made by Don MacKinnon, seconded by Russ Simon to authorize the closing of our existing Bank Operating Reserve Savings Account (earning only 1% interest) and open and transfer the funds to a new Bank or Vanguard Money Market Operating Reserve Account approved jointly by the MPCA Treasurer and Great North, the MPCA’s Property Manager. The motion was passed unanimously.
• As approved previously, Great North transferred our Capital Reserve Account from Southern NH Bank, where it was earning 1% interest to Provident Bank, where it will be earning rates in the 3.5% range.
• The By-Laws amendment approved at our prior Annual Meeting, to allow for the Bijl’s home on Smith Garrison (a unique situation) to withdraw from membership in the MPCA upon payment of prior dues, was finally completed in April.

3. Committee Reports

Water Systems Committee

• Presented by Jim Fitzpatrick.

• The electric cost in the Water Pump House Station is still running higher than past experience. The causes are still under investigation.
• The water leak on the Ridge was successfully repaired at a cost of $3,000. The MPCA initially paid for the entire repair, but should be reimbursed about $2,400 by the Ridge Association shortly.
• The irrigation/sprinkler system valves at our homes will be turned on by Day’s Irrigation on May 17^th thru 19^th. If you will not be home during this time, please arrange with a neighbor to have access to your home. If you need to arrange a specific date with Day’s, their telephone number is 978-462-4050.
• The WSG will re-evaluate the irrigation/sprinkler turn-on/turn-off service after May.
• The Fire Pond was partially drained to allow for the repair of the Pond’s Overflow Valve and Cap. It was discovered that the valve cap had not properly been installed and this has now been fixed. Many thanks to Dimitri Chernyshov and Paul Ossenbruggen for their “pondsmanship” and repair skills. The Fire Pond’s recharge rate is also being tracked.
• The WSG is planning to propose using the Fire Pond to enhance our irrigation system and to reduce the use of potable water for irrigation. This proposal should be ready for review by the membership by our next annual Meeting in September.

Environmental Committee:

• David Thomas has accepted the position of Chairperson of the Environmental Committee, replacing Lynn Raeburn, who resigned due to relocating. Thanks to David for taking on this important position.
• As part of our annual lot #4 view and trail maintenance, our pruner will be asked by the EC to remove some large dead trees and previously cut invasives this spring.
• The Board consented to a request from several kayakers to install a “Yak-A-Launcher” on the floating dock as long as the cost is paid for by the kayak and canoe users. This “Yak-A-Launcher” will provide both easier and safer access for small craft from the dock area.
• There is a need to again add additional boat racks to the dock area. The Board has agreed with the EC’s recommendation to pay for the rack materials, if required. The MPCA agreed to pay for materials since this will benefit the entire membership by making the access to the dock and screenhouse less cluttered, safer and easier for all members.
• The EC requested several culverts on the trail to be repaired. Though the Board agreed, culvert repair is part of resolving the whole drainage issue at Moody Point and requires permitting. These repairs will be done once our overall drainage issues are resolved with DES and the Town of Newmarket.
• The EC will be working with Earl Chase and our forester to plan this year’s Lot #4 View Maintenance shortly.

Community Life Committee:

• Presented by Darby Johnson.
• The next Quarterly Community Get-Together is scheduled for June 10th from 4 to 7 PM, at the home of Peter Roy and Roberta Haskell. Please bring non-perishable food donations for charity as well as food and drink to share with neighbors.
• The 2^nd “Ladies Night Out” event” has been re-scheduled for May 24^th at Peg Goddard’s home starting at 6 PM.
• The Last Timely Topic session of the season, “The 60’s – How They Changed Us” was presented by Harvard Sitkoff, UNH Professor of History and resident at Val Shelton and Diane Morin’s home on April 30^th. The session was attended by over 40 residents and lively discussion was had by all. Many thanks to the presenter and hosts for a successful event. The Board again thanks the Community Life Committee for developing the successful Timely Topics sessions.

4. MPCA Managers Report:

• Presented by Erin Surprenant
• Quarterly Financial reports (as of the end o April) will be mailed to members shortly.
• Arrangements are being made to re-position and repair the Mailbox on the Ridge. The cost should be no more than $700.
• The Board agreed to reimburse the Hill Association for their re-paving of the mailbox located lat the bottom of the Hill. The reimbursement is expected to be about $700, consistent with the cost per square foot that was paid for the paving of the dumpster area.
• The floating dock and ramp have been re-installed for the season.
• The EC and the Board were provided copies of the Blanchette Landscaping contract for Lot’s #4 and #11 so that requirements can activities can be reviewed and coordinated.
• The Waterfront Condo Association re-painted the Fire Pond Hydrant Pipe after getting permission from the MPCA and Fire Department.

5. MPCA By-Laws Review

• The legal review of the Proposed Revised MPCA By-Laws was completed by our Attorney last month. The By-Laws Revision Committee, along with Jim Fitzpatrick, Russ Simon and Jeanne Ormrod from the Board reviewed the legal comments and finalized the Proposed Revised MPCA By-Laws for presentation to the Board and our members. The Board reviewed the final draft and consented to present the Proposed Revised MPCA By-Laws to the Membership for vote. Many thanks to Val Shelton, Roger Salava and Hank Billeter for not only the great work done in preparing the recommended revisions, but in also preparing a summary of the changes for presentation to the membership. This took an enormous amount of time, energy and dedication to complete!! The Board and the Committee have developed the following process for member review and voting:

• Distribute the Proposed Revised MPCA By-Laws to members by May 23^rd with a summary report of the changes.
• Hold two on-site informational meetings to discuss with interested members the changes and any questions they may have. All members are urged to attend at least one of these sessions:
• The first meeting will be held on Wednesday, May 31^st, 2006 at 6:30 PM at Val Shelton and Diane Morin’s home (124 Cushing Road).
• The second meeting will be held on Sunday, June 4^th, 2006 at 5:00 PM at the Ormrod’s (10 Eagle Drive).
• A Special Meeting of the Members has been scheduled for Saturday, June 10^th, 2006 at 10:00 AM at Newmarket Town Hall (Basement Level) to vote on the adoption of the revised By-Laws.

• A vote of 2/3’s favorable votes of all members is required to adopt changes to the By-Laws. It is critical that all members either attend or provide their proxies to another member who will be attending this meeting. Proxies will be mailed out with the meeting notification and signed proxies must be either returned to Great North prior to the meeting or be recorded with the MPCA Secretary and Great North on the morning of the Special Meeting.

• Again, If you cannot make the Special Meeting, please be sure to assign your proxy vote to another member attending the meeting, as it will be critical to have at least 2/3^rd’s of our membership be represented at the Special Meeting.

6. Drainage Update

· The Board was informed of the following:

· On the afternoon of Friday, April 21^st Jim Fitzpatrick and Russ Simon were informed by Dana Bisbee, our MPCA counsel representing us since January 2006 on the Drainage Issues related to the Moody Point Company’s Wetlands Building Permit Applications and Drainage Compliance with NH Department of Environmental Services, that he was forced to withdraw his services to the MPCA based on the recent discovery by his firm, Pierce Atwood, of a prior unknown conflict of interest related to the Moody Point Company.

· A Pierce Atwood client (person or persons) who had a financial interest in the Moody Point Company (previously unknown by Pierce Atwood and not uncovered in the initial conflict of interest check in January) notified Pierce Atwood of their financial interest in the Moody Point Company and of the conflict of interest that this created with them in having Dana Bisbee continue to represent the MPCA on the Moody Point Company’s Wetlands Building Permit Applications and Drainage Compliance Issues. We were most regrettably informed by Dana that the professional rules of conduct required that Pierce Atwood withdraw its representation to the MPCA unless this client waived the conflict. The client was asked by Pierce Atwood to waive the conflict and refused. We asked, since this client knew who we were, could we know the name of this Moody Point Company client. The client again refused and Pierce Atwood could not release the name again due to the rules of conduct.

· Dana informed us that he and Pierce Atwood absolutely stood behind all the work done to date, greatly regretted that they were forced to withdraw their services and would assist us in every way possible in acquiring replacement counsel, transitioning the relationship and in notifying all parties, including DES of the reason for their withdrawal and that it is in no way prejudicial to our case and claims. They apologized for their required withdrawal and the fact that this previous conflict had not surfaced during their prior due diligence.

· Russ Simon asked Ann Adams, MPCA Board Member and representative of the Moody Point Company, whether she had been aware of this action. She stated that she had just become aware.

· In light of the need for the MPCA Board to discuss the ramifications of this withdrawal of counsel and next steps, Russ Simon asked Ann Adams, due to her conflicts of interest, to recuse herself from the meeting. Ann asked if recuse meant that she could not vote, but could continue to listen in and participate in the discussions. The Board said no, just like in previous recuse situations, she was being asked to leave the meeting. Ann and her son then voluntarily left the meeting.

· Much discussion ensued.

· A motion was made by Jeanne Ormrod, seconded by Darby Johnson to approve Jim and Russ’s hiring of replacement counsel for the DES related issues and to fund up to $10,000 from operating reserves for a retainer. The motion was unanimously approved by all Board members present.

· As a point of information, Scott Hogan, the MPCA’s counsel for Drainage Issues related to the Town of Newmarket since September of 2005 continues in his role.

· A motion was made by Jeanne Ormrod, seconded by Judi Carr to approve a special assessment of $500 per MPCA member for the ongoing legal and professional services related to resolving the Moody Point Drainage issues. During the discussion of this motion, though all Board members present were strongly in favor of the motion, Jim Fitzpatrick moved to table the motion in order to gain input from the MPCA members prior to voting. It was seconded by Darby Johnson. It was unanimously agreed to table the motion and that membership input would be sought between now and the Special MPCA Members Meeting scheduled for June 10^th to vote on the Proposed Revised MPCA By-Laws. The Board expects to vote on this tabled motion shortly after the June 10^th Special MPCA Members Meeting.

7. Other Business

· None

The Board Meeting was adjourned at 11:00 PM.

The Next Regular MPCA Board Meeting will be held at the Roy/Haskell’s home on Monday, June 5^th at 7:30 PM. 

Respectfully submitted,

Russ Simon

Secretary