Deer Springs Ranch Owners' Association

Board meeting held May 15, 2008 (teleconference meeting)

Attendance: John Southwick, president/moderator; Taylor Button, treasurer;
David Sills, secretary; Dustin Hollis, vice-president; John Harris, board
member; Vance Green, member; Bob Becker, member; Clint Gray, member. Board
members absent were Don Cox and Scott Foster

Approve last months minutes: April 2008 DSROA Board meeting minutes were
approved after making correction. Correction was made that Ole Lindgren was
given a written notice for Corrective Actions instead of a Termination
Notice. That the Corrective Actions were items that the Board of Directors
instituted to comply with Ranch Manager's Agreement and Board decisions. At
which time Mr. Lindgren decided that he terminate his position as Ranch
Manager.

Financial Report: Taylor Button -
We are over quite a few of budgeted items, over in off road fuel; vehicle
maintenance;.we need to redo our budget it is not fair to bring new managers
to the ranch and have them start out with negative balances in 2 categories,
especially those 2 categories that they are completely responsible over. I
would like to get each board member a copy of the budget and would like to
present a revised budget as a worksheet and get comments back. We need to
rework the budget as it pertains to Ranch house.

Ranch Caretaker/Status:
John Southwick - We have Paul & Nancy Brayton traveling from Reno, Nevada
and will be here Saturday evening, perhaps late. Stressed to them that we
are going "Back to Basics" and streamlining operations.

Taylor Button - Motion to approve expenditure of $250 to Tasha Hoyt for deep
cleaning Ranch house. Seconded and Approved.

Old Business:
John Southwick - Ranch house renovations; work in progress on plumbing. Rick
Willis is on the job. New refrigerator, new oven/range, new water heater &
water softener. Filters are there but not in place yet.

Dustin Hollis - We need to put them in.

John Southwick - Water heater/softener were place on the outside and will
have its on structure attached. Lot of volunteer efforts were made recently
to get Ranch house in shape. Needed work is paint, flooring, re-wiring for
computer & phone. Solar system is working.

Dave Sills - The large array of batteries are not hooked up.17 large
batteries not connected; however 8 smaller (golf cart) batteries are doing
the job. In fact the cleaner was running the vacuum for a long while.

John Southwick - I will check on the refurbished batteries.

Member - Lee Bellar has one of the 2 Volt batteries temporarily.

John Southwick - Grazing Permits for cattle have been submitted to the BLM

Taylor Button - Erosion control; I went and got bids for erosion control. on
safety issues. Nolan Button's bid was $3,250. Alan Steed's bid was $10,000
plus.went with Nolan's bid and work was done, pictures will be posted to the
website. It looks good. We will need to do some additional rock work to
stabilize banks and help prevent future erosion there. Probably $1,000 to
$,2000 still needed.

John Southwick - Still need to develop a comprehensive erosion control plan.
take little bites at a time instead of waiting and being faced with a major
problem.

John Southwick - Cabin openings; .opportunity to train new caretakers in
procedures.Ranch headquarters & cleanup; the old/new store and comfort
station needs plumbing repairs. Comprehensive Inventory

David Sills - Tool room "it is now completely accessible.Whole lot of
hardware and abundance of tools.". Some tools are still needed such as a
hydrometer.

Taylor Button - Water tank update 2 weeks ago the water tank was emptied and
didn't look that bad. Last weekend got inside.basically the whole tank needs
to be redone. Chipped off the big pieces, mopped it out, disinfected it a
couple of times, took a milk crate and made a screen and placed it over the
outlet. We might have some paint flakes in the pressure reducer by cabin
6... Filled the tank 2/3 full. My suggestion is to hopefully get thru the
summer and  at the end of the season get in there.

John Southwick - May need to get a temporary tank to place inline to have
water available when the system is being worked on.

Vance Green - The PRV (pressure regulating valve) needs to be in a concrete
vault (box).We need to clean it out. It is not designed to be buried and
needs to be protected.

New Business:
John Southwick - We have already discussed revising the budget. Master Plan
on cabins and maintenance. Thanks to Dave Turley for re-roofing Cabin 2. The
5 year cabin maintenance plan shall be posted to the website when approved.
Website renovations (We are attempting to have another site manage our
Domain Name which will give us more webspace). Road Plan (to be developed)
along with a comprehensive Erosion Control Plan.  What we are trying to do
is be more proactive and to get a handle on things that are needed in a
planned and orderly fashion.

John Southwick - Goat Lease Agreement; Goats are still in upper meadow and
Ole said that he was still going to move the herd over to slide Canyon and
that he was trying to sell the goat herd. He asked that we be patient for 60
days and that this should all go by the wayside.I asked him what happens
after 60 days if he doesn't get a sale. He said that he would be willing to
revisit this agreement. "Our position, or at least my position is the way
the Lease is written now it is all one sided and it doesn't take into
consideration for the Ranch.

Taylor Button - Had a call from Brent Robinson who has the current cattle
grazing lease with on Deer Springs Ranch. Last year he took a big cut (on
his grazing rights) because of the goats and this year he is concerned about
it too. He is thinking about obtaining his own attorney and see if he can do
something about towards us because of the situation with the goats. Being in
the cattle grazing area such as right now in the meadows which is set aside
for cattle. He is pretty concerned about the way goats are just running
loose on the Ranch.

Dustin Hollis - We need to tell him (Ole) they need to get moved.

John Southwick - We have told him (Ole) that, but if he doesn't have someone
to herd the goats. That has been the issue from the beginning is that he has
not properly managed the goat herd and let them roam free. He has been
notified. Brent who does have a lease with us for cattle grazing. (this
current lease for seven years, and past lease agreements totaling about 18
years). The whole thing with reducing & getting out of Brent Robinson's
lease was to develop our own herd. and improving the numbers on our own
herd.

* John Harris - connects with the teleconference.

John Southwick - .(Brief recap on lease agreement with Ole to get John H. up
to point.)

Taylor Button - Brent Robinson would like to close the gates on the meadow
until the end of July/1st of August to allow it to recover from the hard
grazing it received last year and this year.

John Southwick - He (Ole) had a herder last week, but he is no longer
there,.as it is right now they are not being managed. He did ask that we
show some patience and that hopefully in the next 60 days he'll have an
opportunity to make the sale of the goats and be out of the goat business
and be off the land.

Taylor Button - I would like to make a comment that one option the he was to
sell his goats to another herder and transfer his lease to another goat
herder.

Dustin Hollis - I believe that would not be valid and we could fight him on
that.

John Harris - . I believe I read one of the emails were he was moving over
to slide and he was going to have a permanent guy out there to watch them
for him. But he was going to sell them within 60 days and if not he was
going to try to re-negotiate the lease with us.

John Southwick - yea, That's the email that I sent to you after I talked
with him that evening. He said that he would revisit it but he didn't
necessarily say that he re-negotiate it cause his position was that he
didn't really want to make any changes to it but he would look at it. So I
said it was up in the air as far as what he is willing to do for the Ranch.

Dustin Hollis - We do need to inform him that if he thinks he is going to
sell/resell that lease and turn it over to somebody else that, that lease
will be immediately broken. We need to make sure we fight that.

John Harris - I think our goat lease is with him not somebody else.

David Sill - And if  we do want to keep the goats a re-negotiated contract
with the new owners is a minimum expectation.

John Harris - I have said before. I think if properly managed the goats
would be a good deal. Properly managed they should be a good deal for us
because that would be one thing that we wouldn't have to attend to on our
protection (fire protection).

John Southwick - Right, right, That has been an issue. Properly managed,
obviously that's open for interpretation. There are specific things that is
normal for goat herders to do especially if used for fire protection, which
is the reason that we would want them. they would not be overgrazing areas
and be fenced and moved regularly and have to be overseen. And obviously the
Ranch is not a place for goats during the winter. People who herd animals,
sheep and goats and so forth they take them to winter grounds, winter
grazing areas. The Ranch is definitely not suited for livestock like that in
the winter time, especially in the numbers they have up there.

John Harris - . I guess whichever way we go, if we revisit it with Ole, Then
maybe we ought to have some stipulation on the management procedure. As with
anybody else that comes in there what we would expect from it. Probably one
of the things that went wrong there is there was really no ground rules that
I saw. That made it clear for anybody, for him or us, and unless you have
some ground rules beneficial to both people. It has go to be a win/win
situation or it just wouldn't last.

John Southwick - . Ole was given the direction to develop a lease that was
to be approved by the Board. He came up with a lease but it was never
approved by the Board. It was never voted on by the Board. He got Larry to
sign it as the president of the board, and he said that we had approved it.
And I told Ole, No, that we had never approved that lease. And then he said
that we had given Larry permission to negotiate that for the Board, and I
said, No, that was never talked about in the Board meeting or anything like
that. On the alone the Lease was never developed with the Board, it was
never approved of by the Board. That is why it is so one sided. And actually
he even told me on the phone. Ole said that it was purposefully written that
way so that future Boards would not have any way of getting out of it. It
doesn't have the interests of the Ranch at heart, it doesn't have thought
for the membership of the Ranch. It was totally one sided.

John Harris - I think, I said once before if I had investment in the goats
and I was asked to write it. I would most definitely write it in my favor,
and the other party it would be up to them to say wait a minute, we need to
amend this a little bit, its not acceptable. I know that Larry signed it,
but really when we come down to it, it is our fault that it went that far.

John Southwick - I don't know how it's our fault. Larry signed it, it was
never brought back to the Board and we don't know when he signed it. We
didn't get privy to this information until March of this year and he has had
the goats out there since march of last year. In August of last year (Aug.
meeting minutes, audio file) it specifically said that Ole needs to bring it
and the Board needs to approve said agreement. Because things weren't done
in the open and things were actually concealed to keep this away from the
Board. So I don't know we're that culpable where we are at right now.
Because that is why we are addressing it so earnestly right now, because we
were not privy to the information.

John Harris - What has Larry said about it? Has anybody asked him?

John Southwick - No, He has been out of the area. He has been in Alaska the
last couple of weeks. He may be in the area now. Haven't heard from him on
this.

John Harris - You were going to check.

John Southwick - I held off on it a few days and have not got legal counsel
on it yet. I apologize, I will look in on it. As far as Larry's ability to
sign for the Board. it's kind of gray area because his position on the Board
as president is that he has general supervision of Ranch properties. And so
it is kind of vague the way it is written. I still have to check into that.
I personally would not do anything like that without Board approval.

John Harris - Probably, then for the future something would have to be
changed to the bylaws in order to prevent that, that it takes so many
members no matter what then the president signs it.

John Southwick - It is really broad and vague. The Board has already
requested the contract or the agreement and that it also needed Board
approval, prior to the Board we have now. Which never happened, and I have
been going through the minutes and listening to the audio and in fact Larry
said in the May minutes of last year he had stated. this issue with the
goats being all over the place. That we had no intent of hiring a herder and
that it had an impact.

----------------- recording stopped for some unknown reason-----recording
restarted------------------

John Southwick - John what was your question again?

John Harris - I think you talked with Ole a week ago. Now how do you feel
about the outcome of that? Do you feel that Ole wants to try to do what as
you said, manage the goats and move them on over to Slide.

John Southwick - I don't feel real good about it, because that was a week
ago, the goats are still in the upper meadow. They haven't been moved yet.
He had a herder there for a couple of days and now he is trying to get
another herder over there. I hear one thing that he is bringing on more
goats. Then I hear another that he is trying to sell the lease which is not
saleable to someone else. I don't feel really good about it right now. I hoe
to feel better soon. I'll give him the benefit of the doubt. That's my
personal thoughts right now.

John Harris - I agree if we are going to run cattle in the meadow there. I
know how goats are. They eat right down to the ground, and there is nothing
left.

John Southwick - On this agreement he has DSR going to give up all its
rights to him to run the goats on every piece of property that is associated
with Deer Spring Ranch including the BLM leases. Actually we can't do that,
because the BLM lease is setup for cattle. Actually in terms of the lease
(Ole/DSROA) it says that: The Ranch will make available all lands, leases,
waterways, springs, egresses and accesses necessary to the movement and
management of the goats including camping areas for the herders and forage
for no more than 4 horses.
We cannot make available to the goats all the lands and all the leases,
because. the leases are for cattle, so we can not change that.

Dustin Hollis - . Our only argument point is that we should be able to
direct them where the fire danger is., it says it in the note at the
beginning of the agreement that this was for fire protection. So we should
be able to direct them where our fire problems are the greatest. We really
got screwed in this deal.

John Southwick - . He (Ole) wrote this thing. He wasn't concerned about fire
protection, because he even said in January (2007) . that the fire marshal
said that if you have 100 goats that handles the fire protection problem. He
didn't need 500 goats, he didn't need what he has on the lease, 1000
nannies, and we know 1000 nannies can be up to 3,000 goats.

John Harris - You got the kids and the billies  involved.

John Southwick - .Absolutely. Ole asked for us to be patient, and that he
was going to try to make this go away, . Maybe by given him the time to sort
thru this to figure out what is best. providing he move the goats to Slide
Canyon and have someone oversee them. Obviously they need to be managed.

John Harris - I know of at least one person over there who would like the
goats on their property. I'm sure there are others. Even if the contract is
slanted heavily in his side and we have the option to tell him where we want
the fire danger taken care of , I think it is reasonable and he should
listen to that.

John Southwick - Right, and that has been our efforts and our discussions. I
talked with him (Ole) last he was going to make the effort, but as of yet it
has not been done.

John Harris - I am going to be up there next weekend. hopefully I'll see
that when I get up there.

John Southwick - As far as further discussion on this issue I don't know
that we can resolve anything right now.
Taylor Button - Pressure him to get the goats out of the meadow.that is the
issue right now.

John Southwick - Is everyone in agreement on that, moving the goats, making
sure the goats move over to Slide.

John Harris - Yea, they don't need to eat up all the meadow.We do have a
pending lease for cattle.

Taylor Button - I suggest that if he keeps dragging his feet on that we put
him in to default. We need to do something. Despite what some members think
we have been to lenient. We need to make our decision and stand behind it.

John Southwick - Any comments from any listeners?
----------------No comments ----------------------------------------

John Southwick - Have any of you (members listening) seen the lease
agreement?

Taylor Button - I think we should post it.

Clint Gray - I would like to see it, but I haven't yet.

John Southwick - . How this agreement was drawn up, basically what I feel is
that this was concealed from the Board and from the membership for that
matter. So if the Board is in agreement I will post it on the website.

Dustin Hollis - Let's make sure we include some explanation how it came
about. Don't just post it blindly.

John Southwick - Yea, there will be a timeline as far as how it came about.
The only reason that we haven't posted it yet. We have been trying to
rectify things and not trying to conceal things but trying to protect the
Ranch and to do things appropriately. Our intent is not to create problems
but to resolve things in an equitable fashion. The other thing I have for
new business which I will probably table some of these. Committees, Deer
Springs Ranch Owners' Manual, Board of Directors Information Packet. If you
have an interest in a committee like communications or facilities contact me
so we can get them established and on the ground. As far as the direction of
the Board. Like I said before we are trying to get "Back to the Basics". To
me that would mean Roads, Water, Cabins. Getting the new management
(caretakers) online and up to speed. My mantra this year is "less is more". 
Anything else (board)?

John Harris - . There is something on the cabin rentals that have come up.
That are not very clear and not posted on the website. I know that there has
been some confusion. Has Linda emailed any of you?

John Southwick - I have got some emails and we do need to make some
clarification. I think the reservation policy in itself is confusing there
is so much information there.
John Harris - Each time I rented a cabin a week before I have been able to
get it. membership rates are different than non-member rates are not posted.

Dustin Hollis - Actually it is, what is confusing is the cash rate is not on
there which got dropped when the last revision was made. What is in there is
if you have a lot it is a reservation fee of $25...$75 for non-members.Cash
rate is $50 first night and $25 subsequent days. except the Garden cabin and
cabin #1. I suggest we clean it up a bit it is confusing.

John Harris - (example) member coming in on Thursday stay 3-4 days was going
to cost 2 weeks time. I don't think that is fair. Problem trying to set
something up in advance not willing to take a chance that a cabin would be
available on short notice.

Taylor Button - We've tried that.it's the biggest nightmare. trying to
juggle weeks. You've got to keep your weeks start and stop on the same day.
Otherwise your going to have cabins that are not going to be used.

John Harris - I have had that situation where I was going to have to leave
early. but the gentleman had cancelled and I could stay.

Taylor Button - . (things can work out like that if people contact others
who may be leaving early).

John Harris - Things weren't clear enough on the website. and Linda gets
knocked around. and that is not fair to Linda.

John Southwick - Employment contract; I think with the revisions it is
pretty good. Something that we are going to have to sign on.

Dustin Hollis - There has been talk about paying them some ahead of time. My
opinion is that we shouldn't pay them until we have a signed agreement.

John Harris -  So that hasn't occurred yet? Right

John Southwick - It has. the Braytons had call me and because of the move it
posed a financial hardship, and they requested a salary advance due to fuel
costs. ( I had mentioned it to them that this may be a option when I said
they were hired).

John Harris - I responded and if you felt good about it I would support it.

Dustin Hollis - I don't feel that we should pay anyone if we don't have a
signed contract. I don't feel that it would be difficult for them to sign.

John Southwick - The revised contract was one that Barbara Button sent out.
employment status.

Taylor Button - Everybody should look at that again; time is of the essence.

John Southwick - I made a decision. not unilaterally, I did contact you all.

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