Greater Pine Island Water Association Inc.
 
                      
        

Minutes

THE FOLLOWING MINUTES ARE DRAFT ONLY.  THEY HAVE NOT BEEN OFFICIALLY APPROVED BY THE BOARD OF DIRECTORS.

                                         REGULAR MEETING

JUNE 20, 2017

 

 

 

Present:    John Cammick, President; Ross Halbleib, Vice President (via phone); Paul

                 Brown, Treasurer; Tim Saulsbery, Secretary; Frank Potter; John West;

                 Edward Serrell (via phone); Will Peratino; Laurie Adams, General

                 Manager; Renee' Clark, Recording Secretary; Rich Parsons, Financial

                 Manager.

 

Absent:      Mike Dreikorn

 

Also Present:   Beverly Grady

 

The meeting was called to order at 10:00 AM. by President Cammick.  After considering the proposed agenda, Mr. Saulsbery  moved, seconded by  Mr. Potter  for approval of the agenda.  The motion carried unanimously.

 

The minutes of the Regular Meeting of April 25, 2017 were presented.  Mr. West moved, seconded by Mr. Brown for approval of the minutes as presented.  The motion carried unanimously.

 

The Treasurer's Report was presented with  Mr. Brown commenting on various items including due to the drought, water sales are up and the net income year to date is $275,684.   Mr. Saulsbery moved, seconded by Mr. Potter for acceptance of the Treasurer’s Reports.  The motion carried unanimously.  Exhibit 21  (April) Exhibit  22  (May)

 

The Operations Report were presented.  Exhibit 23 (April)  Exhibit  24  (May)

 

The General Manager’s Report was presented.   Exhibit  25  Mrs.  Adams reported:

 

1.     Work has begun on setting up a “go to meeting” system for the August meeting.

2.     ROP generator is now in operation.

3.     Charlotte Shores upgrade in nearing completion.

4.     Permit renewals in process for Perc Ponds & Deep Injection Well.  Beverly Grady’s assistance was needed for revision of  additional conditions required for the Perc Pond permit.

 

Mrs. Adams proposed amendments to the By-Laws, Articles of Incorporation, Rules and Regulations, Personnel Policy, and Policy Manual to make the Association operate smoother and bring all documents in compliance with each other.   Exhibit 26   (Mrs. Adams summary of the proposed changes and research and wording from Sarah Spector of Roetzel & Andress.)

 

1.      Proposed changes to the Rules and Regulations to relieve the Association of the expense of printing and mailing Vested Interest Statements each year to members.  Exhibit  27 

 

Ms. Spector determined there is no IRS regulation requiring the mailing of yearly statements.  Mr. Saulsbery moved, seconded by Mr. Potter to amend Article XIV of the Rules and Regulations to provide that the Association may, but shall not be obligated, to issue a Statement of Capital Credits to active and inactive members on a yearly basis.  The motion carried unanimously.

 

2.     Proposed amendments to By-Law Article VIII, Section 4 and Section 9 allowing for Directors to participate in Board meetings by use of any means of communication that allows all participants to hear each other during the meeting and eliminating the requirement to be physically present to constitute a quorum.  Mr. Peratino moved, seconded by Mr. Brown to submit to the membership for approval amendments to Article VIII, Section 4 and Section 9 of the By-Laws clarifying quorum requirements and methods of Director participation in meetings.  The motion carried by a vote of  6 yea, 1 nay (Serrell).  Exhibit 28

 

3.      Proposed amendment to By-Law Article VIII, 1.A eliminating the one year off process for Directors after serving two consecutive terms.  Mr. West moved, seconded by Mr. Potter to submit to the membership for approval an amendment to Article VII, 1.A of the By-Laws eliminating the one year off process for Directors.  The motion carried unanimously.   Exhibit 29

 

4.     Proposed amendment to By-Laws Article VII, Section 8 and Section 9 eliminating the need to mail an election ballot in the event only one candidate runs for each available Director seat.  Mr. Saulsbery moved, seconded by Dr. Halbleib to submit to the membership for approval an amendment to Article VII, Section 8 and Section 9 of the By-Laws eliminating the need for a mailed ballot to each member when only one candidate runs for each available seat.  The motion failed by a vote of 0 Yea, 7 Nay. Exhibit 30

 

A proposed amendment to Article IX of the Articles of Incorporation was proposed to clarify that the By-Laws can be amended as set forth in the By-Laws.  Mr. Potter moved, seconded by Mr. Peratino to consider this amendment at the August Board meeting.  The motion carried unanimously.   Exhibit 31

 

The Personnel Committee  presented Exhibit 32  as proposed amendments to the Personnel Policy and Policy Manual. 

Proposed amendments to Policy Manual:

1.      #14 – updating personnel titles for Floral Arrangement sending (or similar expression) and increasing the allowable cost.

2.     #15 – updating the General Manager evaluation process to allow for the evaluation process and salary increase to take place in the General Manager’s month of hire rather than in November so that it will be the same as other employees. 

 

Mr. Potter moved, seconded by Mr. Peratino for approval of amendments to the Policy Manual as presented.  The motion carried unanimously.

 

Proposed amendments to the Personnel Policy:

1.     D.7 – General Manager evaluation and salary increase to be in month of hire.

2.     D.9 – Longevity Awards to be monetary bonus check instead of gift certificate and replacing percentage award with specific monetary bonus check for service of 20 years and over.

3.     E.2 – Updating Financial Manager as employee authorized for internal access to employee files.

Mr. Peratino moved, seconded by Mr. Potter to approve amendments to the Personnel Policy as stated.  The motion carried unanimously.   

 

Dr. Halbleib reported that the Personnel Committee completed evaluation of Laurie Adams first year initiatives and recommends an increase in base salary.  Mr. Peratino moved, seconded by Mr. Saulsbery to increase Laurie Adams, General Manager base salary to $124,000 retroactive to her anniversary date of May 5th.  The motion carried unanimously.  Exhibit 33

 

Mrs. Adams proposed two changes to the employee 401k retirement plan.  Exhibit 34

1.      Changing the vesting schedule from 6 years to 5 years to obtain 100% vesting.

2.      Limit plan loans to hardship only.

 

Mr. West moved, seconded by Mr. Saulsbery to authorize the General Manager to work with the third party administrator to draft an amendment for the Adoption Agreement to the Plan to reduce the vesting schedule from 6 year graded to 5 year graded.  The motion carried unanimously.

 

Mr. Saulsbery moved, seconded by Mr. Peratino to authorize the General Manager to work with the third party administrator to draft an amendment for the Adoption Agreement to the Plan that only allows hardship loans consistent with IRS Safe Harbor Hardship reasons A thru G as listed in the Plan.  The motion passed by a vote of 5 Yea, 2 Nay (Serrell, West).

 

Mrs. Adams reported that in her quest to centralize equipment storage at the Center station she realized an opportunity existed to purchase the 1/3 acre parcel of land next to the office.  Additional space is needed to rebuild storage and inventory areas and additional land would provide the Association with the needed extra space.  Mike Faulkner of Pine Island Realty researched the availability and cost the parcel just west of the Center Station.  Mr. Peratino moved, seconded by Mr. Saulsbery to authorize the General Manager to negotiate and execute a sales contract (subject to Beverly Grady’s review) for up to $95,000 for the 1/3 acre parcel #1 as depicted on attachments to Exhibit 35.  The motion carried unanimously.

  

Exhibit 36  was presented by Mr. Cammick as Board Committee Assignments.

 

The Board agreed the next Regular Board meeting would be held on August 29th at 10:00 AM.

 

There being no further business before the Board, the meeting was adjourned at 12:00 noon.

 

 

 

                                                            Tim Saulsbery, Secretary

 

 

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