3rd Revision

DSROA Board Meeting Minutes

October 16, 2004

Held in the Garden Cabin

Board members present: Dale Clarkson, Val Cram, Phil Hall, Shawna Cox, Lee Bellar, Art Ortolani, Larry Clarkson

 

Others present: Larry Baer, Ed Belinski, Tom and Harriet Massengale, Brent Fullmer, Joe McElroy, Jerry Racine, John Davis, Tony Holden

 

President Dale Clarkson called the meeting to order at 10 am and asked Shawna Cox if she would give an opening prayer.

 

Minutes for the past board meetings dated August 27, 2004 and September 18, 2004 were reviewed and tentatively approved. The Annual Meeting minutes were also tentatively approved per final review of the board and official approval at next year’s annual meeting.

 

Members present were asked if they had any requests for additional items to be placed on the agenda.  No items were requested or put forth.

 

Committee and Area representative assignments

Phil Hall referred the Board members to the list of Committees and Area representatives in their packet. He asked if the Board wanted to make any changes to committee heads or area reps. A short discussion took place. Dale Clarkson suggested that they should all remain and that they would reorganize the Board member assignments at another time.

 

Legal Document Review

Topic #1 Hunting: Phil Hall remarked how this was a hot topic at the annual meeting and referred the Board members to a draft of a revision of that section of the legal documents on hunting.  No decision was made.

 

List of items for future consideration submitted by Dale

Shawna Cox made a motion that the order of the agenda be changed to include Dale’s list of items of concern. All were in favor, with Phil Hall stating that he had no objections to the order of the agenda being changed, but objected to far reaching major items being discussed that the Board was not prepared ahead of time to discuss and that were not on the original agenda.

 

Dale’s list of Items for Future Consideration

a.        Point System

b.       Reservations

c.        Cabin Use Fee

d.       Fish

e.        10-Month Reservation Max.

f.         Agenda Rules and 7 Day Notice

g.       Are Directors Responsible?

h.       Unbudgeted Items

i.         Board Votes

j.         Money Matters

k.        Mail Handling-P.O. Box key

l.         Cattle

m.       Horses Rides and Fees

n.       Telephone

o.       Corrals

p.       Headquarters water system- Bids, Costs, Design

q.       Logo, Stationary, Correspondence, Newsletters

r.         Porta Potty, Picnic Tables, Shade at Fish Ponds

s.        Dumpster

t.         Paint Color

u.       Bank Signatures

v.       BLM Signatures

w.      Store Hours, Inventory, Videos

x.        Culverts, Size Price, Cost

y.       Red Reservoir

z.        Headquarters Pond Repairs Repair

aa.     Roads

bb.    Blade

cc.     Gravel

dd.    Cinders

ee.     Dams

ff.       Pavilion

gg.    Annual Assessment

hh.    Special Charges

ii.        Maintenance Budget

jj.        Capital Improvement Budget

kk.     Special Improvement District

ll.        Office Files, Deliveries, Face to Face

mm.  RV Pads

nn.    Land use for Money, Cattle Grazing, Motorcycles, ATV,Bird Farm, Horse Breeding, Seminars, School, Scouts

oo.    Bylaws, Rules, Protective Covenants

pp.    Forest Service, Cattle Guards, Open Road


 

Shawna Cox moved to amend her motion to go ahead and discuss the things on Dale’s list with the exception of items a, b, and c. Seconded by Val Cram.  All in favor.

 

Fish. The use and regulation of the ponds was discussed for quite some time. The general consensus was that they should be looked upon as an annual expense wanted by most of the members and that over regulations i.e. limits, charges, etc only made for enforcement issues. The annual cost traditionally has been $1,000,00. A license from the State of Utah is required to be a fish handler and has been acquired each year as required.  Art Ortolani wants more management of the ponds and fish populations.  This idea met with agreement but no specific proposals.

 

10 Month Reservation Max  Dale Clarkson proposed that families and individuals needed more time to organize either for family gatherings or their personal stays. Phil Hall suggested that Ken Lent, the Cabin Committee Chairman, be invited to our next Board meeting to give his input on the whole matter and the above ideas and question of reservations, cabin use fees, the old point system, and general cabin use by members and non-members.  All thought it was a good idea and the matter was tabled until next month.

 

Agenda Rules  Dale Clarkson asked if the Board wanted to use the same agenda format and rules for agenda items as in the past. Dale and Art wondered if the current agenda format is too intimidating or makes it difficult for members to comply with the current way of doing things and if it discourages members from coming to Board meetings and putting forth their ideas, requests, complaints etc. After discussing the matter, there were no motions made to change the way the agenda has been prepared and conducted. 

 

Are directors responsible? And Unbudgeted items.

Dale Clarkson asked for input from the Board about the yearly budget sent to members in December each year and if directors should be personally responsible for items exceeding any budgeted amounts. Phil Hall read a letter he had requested and received from Nyle Willis, a certified public accountant and member of the DSROA. In part, the letter read, “A budget is in simple terms and by definition is “a plan or schedule adjusting expenses during a certain period to the estimated or fixed income for that period”.  In other words, it is an attempt to match expected revenues with expected expenditures. If expected revenues don’t materialize, expenditures must be curtailed or reallocated.  If an expense category is exceeded, another expense category should be reduced correspondingly.”

 

Phil Hall said that our annual projected budget was not a hard and fast allowance but a projected budget as explained by Nyle Willis’s letter. There was neither further discussion on the matter nor any motions made.

 

Money Matters:  Dale observed that the company carried large bank balances and Dale wondered if the money could be managed more profitable. Dale asked why more newsletters were not sent out last year.  Phil stated that four newsletters were mailed out last year interspersed with email newsletters.  A motion was made by Val Cram  and seconded by Shawna Cox that at least four paper news letter mailings would be made each year interspersed with electronic information via the web site.    All in Favor

 

Mail Handling-P.O. Box key

Dale Clarkson will get the mail. Barbara Button and Shawna Cox will have a key to get mail also. Dale agreed to answer letters addressed to the DSROA.  Dale will give any bills of the ranch to Barbara Button.

 

Cattle    Dale Clarkson asked if it was felt that we should maintain a herd of cattle belonging to DSROA at the Ranch. There were no motions to do away with the Ranch’s herd of cattle except for the young steers as was mentioned at the annual meeting.  Dale Clarkson wondered if there was discrimination against members to bring cattle to the Ranch.  Phil Hall referred the Board to the existing Rules and Regulations item #11 Members Cattle.  Phil Hall pointed out that there had been no discrimination the last two years that he knew of.  The rule was made so the Ranch could limit the number of cattle depending on grass conditions and /or drought conditions.  This rule also insured that we could honor our lease agreement with Brent Robinson. No motions or further discussion occurred on the matter.

 

Horses  Dale Clarkson stated that he feels the horses at the Ranch are not being used enough. He wondered why. Dale mentioned the expenses of keeping the horses and asked how members could enjoy more rides.

  

Telephone There was discussion about the current phone system and its problems.  Lee Bellar gave some information about the satellite phone service he has.  It was agreed that serious consideration should be given to a satellite phone for around $600. Price quotes to be gathered for the next meeting.

 

Corrals Dale asked about the condition of the corrals and what everyone felt should be done.

 

Logo-Stationary-Correspondence-Newsletters  Phil Hall showed the Board the things students of Dixie College had proposed.  They were doing this at no charge to the Ranch and as a school assignment.  The green colored horse shoe with the DSROA brand mark in the middle was the most popular. Phil Hall to take the info back to the students and get their final versions for the Ranch’s use.

 

Porta Potty, Picnic Tables, Shade at Fish Ponds

The cost of keeping one porta-potty by the upper fish pond was discussed. Dale Clarkson reported that they cost about  $60 per month.  Phil Hall made a motion that the dollar amount for four months be considered in next years budget. All in favor.   Picnic and Shade trees were not discussed.

 

Dumpster  Some of the board members were not aware that we had a trash trailer that had a dump capability.  It was suggested that DSROA should not ask the County Special Service District for a dumpster.

 

Paint Color  Phil Hall pointed out that the laundry building had a paint scheme that was the best the past Board had been able to come up with. The past boards idea about paint was that we should have a Ranch color for all our buildings and as they needed painting that we paint them all that color. He asked all Board members to look at the various colors put up and comment on them so that some time next spring we could agree upon a color for the Ranch.

 

Bank Signatures  Dale Clarkson and Shawna Cox were approved to be signers on the checking account.  Shawna Cox reported that she had put her name on the signature card as the Ranch Treasurer.  It was agreed that she would sign most of  the checks for payment of the Ranch’s debts.

 

BLM Signatures  Dale Clarkson was approved to sign and interface with the BLM.

 

Red Reservoir Repair The hole in the red reservoir was discussed.  A motion was made by Shawna Cox that the hole be repaired if it could be done for under $500.  It was seconded by Art Ortolani.   All approved.

 

Headquarters Pond Repair The pollywog ponds along the ranch entrance road from the county road to headquarters were discussed along with the Bear Springs pond.  The problem of erosion and the lack of water to fill them was discussed.  A motion was made by Phil Hall that estimates be obtained to repair them and then look at fixing them if it made sense priority wise in the overall estimates for the annual budget.  Shawna Cox seconded the motion.  All in favor.

 

Roads, Blade, Gravel, Cinders These items were discussed as a group with more attention being given to the cinders.  Art Ortolani spoke of using the cinders for road  paving as he had observed through various conditions and seasons. He stated that they held up well except in certain steep areas.  Brent Fullmer was asked as road chairman how he felt about them. Brent suggested a test strip of sufficient size be paved with them and observed over this winter if we could get them in soon.  He estimated it would take about five belly dump loads to do about 500 feet of road . There was discussion about the best place to use as a test strip and an area in Slide Canyon was agreed upon.  Since the cinders are on Dale Clarkson’s properties, Art asked if the Ranch could obtain them from him. Dale answered yes and that he would not charge the Ranch for the cinders on the test strip. Joe McElroy asked if the gravel pit detour road could be graveled with winter coming on.  After discussion on the matter, Brent Fullmer said he would speak with Brent Robinson. Since gravel hauling would end soon perhaps the pit machinery could be moved and the original road used during the winter. 

 

Maintenance Budget, Capital improvement budget, Special Improvement District Dale said he felt the annual assessment should be for a maintenance budget only and that there should be a separate budget for capital improvements. Perhaps a capital improvement district or special improvements district should be organized when roads are put in or improved. Art Ortolani related how the members in several parts of the ranch had spent their own money to improve their roads etc. and that they should be given credit if a special assessment for capital improvements is made.  After further discussion, Art Ortolani made a motion seconded by Shawna Cox, that Shawna should, as Treasurer, divide up the Budget and reflect a Capital Improvement Budget proposal for the Board at the next Board meeting.  All in favor.

 

Office Files, Deliveries, Face to Face Dale Clarkson wanted to know if there should be a central location for office records and a place where deliveries could be made face to face. Phil Hall said that old archived records of past minutes and business records are kept in a room in the bunk house. He said that Barbara Button’s job as the business secretary and as the Ranch Manager required her to have on hand the current working records of the Ranch.  At the end of each year those records that were not needed for ongoing affairs and business (paid bills, etc.), are then taken to the Ranch and placed with the other records. Further discussion brought out the fact that there were no deliveries that required a face to face business site other than Ranch headquarters to accept deliveries.

 

Items skipped or Items not discussed were as follows:

a. Point System, b. Reservations, c. Cabin Use Fee, p. Headquarters water system (Bids, Costs, Design), w. Store Hours, Inventory, Videos, x. Culverts, Size, Cost, ee. Dams, ff. Pavilion,  gg. Annual assessment, Special Charges,  mm. RV Pads,  nn. Land Use for Money (Cattle Grazing, Motorcycles, ATV, Bird Farm, Horse Breeding, Seminars, Schools, Scouts), oo. Bylaws, Rules, Protective Covenants, pp. Forest Service, 3 Cattle Guards, Open Road to Public

 

At this time, Dale Clarkson  directed the meeting back to the original agenda skipping item 2. b. Architectural Review Committee. Dale asked Phil Hall to speak to item 2. c.

 

Membership in the DSROA Association.  Phil Hall reviewed the fact that as the Ranch’s hired attorney, Bruce Jenkins, has stated that membership in DSROA is tied to ownership of property listed in Schedule A of the original plat filing.  Phil quoted the Protective Covenants first page #2 which reads:  Membership- It shall be mandatory for each of the owners of property described in Schedule A to be a member of the Association, and as such, each member of said property owners Association and the Association as a separate entity individually and severally, bind themselves pursuant to the terms of these Restrictions, and any bylaws or amendments to said bylaws adopted and passed by said Association. Phil went on to say how there were only four privately owned lots where DSROA membership, in the past, had been removed from these lots.  This was done in error and without authority per the protective covenants. Owners of these lots had been mistakenly informed that there was no membership attached to their lots. Phil Hall pointed out that it was the feeling of the past board that back assessments should not be asked for but that this coming December when the assessment billings went out that these lots should be billed and the assessments collected.  He further pointed out that the Hoyts were not thrilled with the revelation of owing assessments on lot 257 but Nellie had told him they were resolved to the fact.  The owner of Lot #4 wanted to pay assessments and so there was no problems there.  Phil stated that he did not know what the disposition of the owners of lots #s 27 and 10 were.   Dale Clarkson said that there were those who did not agree with the legal opinion of Mr. Jenkins and he was one of them and he did not feel that these lot owners should be billed in December for the 2005 assessments.  Phil Hall stated that he supposed if we billed most members for their assessments and not others (meaning the lot owners in question above) that it might trigger a lawsuit.   No motions one way or the other were made on this subject.

 

Hiring of Attorney Bruce Jenkins  Phil Hall reviewed past Board meeting documents and e-mails from 2003 forward that showed the evolution of the ideas leading up to the seeking of legal advice regarding the ranches current legal documents. Phil Hall related to the new Board how the 2003/04 Board was looking for ways to raise money for the various needs of the Ranch and decided to sell lot #1. But by January 2004, there were questions as to the Boards legal authority to do so and so the sale was put on hold until legal council could be obtained. That was when Mr. Jenkins was first engaged by the Board.  His research of the matter brought out the unorganized and legally compromised state of the legal documents of the Ranch that were not in line with Utah statutes. There was discussion on the whole matter.   Shawna Cox submitted that the board was obligated to pay the attorney bill. There were no objections noted to her opinion. Dale Clarkson then turned to Tom Massengale for his scheduled item on the original agenda called “Attorney’s fees”.  Tom said that his questions had been answered and that he would just like to encourage all to read the proposed legal documents.

 

The next meeting was set for November 13th, 2004. (It was later changed to November 20, 2004 at 8 am in the Kanab Holiday Inn Conference Room.)

 

After four hours, the meeting was adjourned at 2 PM.