ROTONDA WEST ASSOCIATION, INC.
Board of Directors Meeting
Minutes - February 14, 2007

PRESENT: Nick Gizzi, George Krabbe, George Burger, Claudette Romano, Pete Traverso, Bruce Miller, Ken Guillerm

MANAGEMENT: Diane Brophy, Norene Kugler, Assistant Manager, Tom Madsen, Manager

OTHERS: Joseph Romano, Donna Krabbe, Judy & Carl Coture, Sue Nichol, Margie & John Carroll, Richard Duggan, Sue & Hank Artz, Earl Haas, Dayle Tedeschi, Olga Durham, Victor Claussen, Frank DelBonis, Jim Tibert, Robert & Linda Bondeson, Dick Wasserman, Ken & Jamie Hirsch, Lois Burger, Bud Nill, Mel & Ann Rocheleau, Bill & Marilyn Sink, Wanda & Dave Pulaski, Walter & Claudette Taylor, Ginni & Don Mahon, and Pat Guillerm

Call to Order
President Gizzi called the meeting to order at 3:00 p.m. with a quorum present.

Pledge of Allegiance
All present stood and recited the Pledge of Allegiance.

Review of Minutes
Minutes of the January 10, 2007 Board Meeting were accepted as presented.

Guest Presentation
John Aspiola, Park Manager of the Charlotte Harbor Preserve State Park, made a presentation outlining the scope of the Charlotte Harbor Preserve and its mission statement. The Park covers 42,500 acres and occupies the St Andrew's section and all of the areas south of Rotonda. There are two entrances to it along Rotonda Boulevard South, and several trails and fishing ponds will be developed in the area. One of the major initiatives will be the restoration of the area, removing exotic plants and filling old unused canals dug by the developer. The SWIM unit of SWIFTMUD is considering a request for proposal to restore the Coral Creek basin, including examining the feasibility of removing the dam from the west branch of Coral Creek to restore salt water tidal flow.

Treasurer’s Report
Bruce Miller reported that in January 2007, revenue was $2,050 greater than expenses.

Managers Report
There has been continued discussion of the decision to cash in one of the Association's CD's prior to its maturity date. I would like to take this opportunity to make a few observations.

1) The Manager has no signatory authority, which involves the ability to remove money from the Association. However, every Manager has always had the authority to transfer money between Association accounts, including the purchase or cashing of CD's. The Board may certainly alter this authority at any time.

2) One stated concern is that the Association 'lost' money when this CD was prematurely cashed. The Association lost no principle - no dues assessment money. This CD earned more than $2,000 in interest during its lifetime. The Association had to forego realizing approximately 1/2 of this gain.

3) Another concern is that cashing this CD was unnecessary - that we had a sufficient account balance. This concern fails to take into account the checks which the RWA had written but had not yet cashed. This 'float' can be substantial. On January 1, 2007 we had $100,014 in checking but an available balance of $62,918. This available balance continued to decline through January 9, 2007 when it stood at $11,918. This then increased to $62,811 with the addition of the CD which was cashed. On January 24, 2007 the available balance was $51,530. On January 25, the Association had a direct withdrawal of $2,993 from its account for Staff payroll, leaving our available balance at $48,537. Had the amount of the CD, $50,873, not been added earlier, our available balance would have been a negative $2,336.

4) It was suggested that perhaps the Association might have been able to preserve its full gain from this CD had we been able to borrow to finance this shortfall. The fact is that such an arrangement was not in place to draw on. Article II, Section 5 of the By-Laws does not give the Board the express power to borrow, though I believe that this power is implied. After getting a legal opinion to cross this hurdle, there remain numerous steps, which are detailed in the attachment distributed to the Board. This attachment was prepared by Becker & Polikoff - Florida's largest firm representing Associations.

It is regrettable that the Rotonda West Association was forced to forego some of the earnings on one of its CD's. I had frequently discussed the necessity of sending out our invoices as early as possible in order to provide cash for the Association's 2007 expenses, but circumstances delayed this so that our first mailing went into the post on January 19, 2007.

Mediations
The Association is pursuing two mediations to enforce its Deed Restrictions. These concern Thomas Young, a persistent violator from Oakland Hills who fails to maintain his landscaping, and Bernicher Thomas who owns property at 821 Rotonda Circle. This property contains a home, which has not been completed and has significant erosion into the Rotonda River. The Thomas Young mediation will be held on Monday February 19 at 1:30 PM in Punta Gorda. We are asking for the following:

A) An order permitting an Association contractor to enter Mr. Young's property after 48 hours notice in order to properly maintain this property. This order will allow the Association to assess the costs to Mr. Young, and if not paid will result in a lien on the property.

B) An order directing Mr. Young to pay any fines that have been assessed.

C) An order directing Mr. Young to reimburse the Association for legal fees. I will be testifying for the Association.

The Bernicher Thomas mediation is Tuesday March 20, 2007 in Punta Gorda. In this case we are basically asking that the lot be graded, damage to the Rotonda River and canal bank be repaired, sod and landscape the lot, continue to maintain the landscaping and to pay for all legal costs.

Committee Reports

Election - Chair Sue Artz announced that the next meeting of the Committee will be Monday March 12, 2007 at 9:30 am. The Committee is revising the Candidate's statement and has sent a series of questions to Attorney DeBoest for clarification. Claudette Romano moved that Kathy Gizzi be added to the Election Committee. Motion seconded by George Burger and approved unanimously.

Administration/Personnel - Chair Nick Gizzi announced that an Executive Session of the Board was scheduled for Monday February 19, 2007 at 2:00PM with Attorney DeBoest in order to discuss personnel issues.

Aquatic/Canal Bank - Chair Nick Gizzi moved that the following persons be added to the Aquatic/Canal Bank Committee:

Earl Haas
Dick Starvino

Motion seconded by Claudette Romano and approved unanimously.

Chair Nick Gizzi moved that the Aquatics Committee use $10,500 of the Aquatic Reserves to pay for the grading and sodding of the canal bank at the White Marsh Memorial Park. Motion seconded by Claudette Romano and approved unanimously.

Nick reported that Don Winters from the Aquatics Committee had further discussions with Bobbie Rogers who had written newspaper articles concerning pollution in Buck Creek. In this conversation she indicated that this pollution was fecal coliform bacteria, which typically comes from septic systems. She indicated that this was coming from Rotonda Heights, which uses septic systems rather than from Rotonda West.

Beautification/Mowing - Chair Claudette Romano gave the following report:

Quick Signs of Englewood has agreed to a set price of $2,000 to replace the current directional signs with both reflective letters and background. Removal and replacement will be handled by John Eisele and Derek Gilbert.

White Marsh Memorial Park is almost complete. Sod should be delivered within a week or two. FPL should have power in place within the week. We are scheduled for the Ribbon Cutting Ceremony on March 10 at 2PM. Food will be served. Commissioner Tom Moore will be asked to attend.

The donated Flag and Flag Pole have been placed in the White March Memorial Park. John Eisele Inc. will donate flagpoles for the Broadmoor and Pebble Beach Memorial Parks. Stan and Karen Rennow will donate the flags. The Association will be responsible for payment of installation.

The Committee decided to hold an "Oldies Dance" in January 2008 in order to attract the largest attendance.

Beautification 5-year plan:

Claudette Romano moved that John Eisele, Inc. repair and paint 6 entrance signs, Boulevards North and West, Rebel Court, Cape Haze Drive, Boulevard East, and the Community Center for a cost of $1,825. Motion seconded by George Krabbe and approved unanimously.

A design for a Rider Sign reading "Patrolled by Neighborhood Watch" was accepted by the Committee. The Committee recommended a "No Solicitation" sign also be mounted on the entrance signs. Each sign to cost no more than $75. ($75x 6= $450 ; 3-No Solicitation; 3-Patrolled by Neighborhood Watch).

Claudette Romano moved that the Association purchase six signs, 3 'No Solicitation' and 3 'Patrolled by Neighborhood Watch' for a cost not to exceed $500. Motion seconded by George Krabbe and approved unanimously.

Irrigation system on Tract B has been repaired by John Eisele Inc. at a cost of $1,480. The Manager was again requested to check on costs from Econo to fertilize and control disease and insects.

A discussion took place last year about replacing the curbs around the 39 section signs. Estimates were received from two contractors - Artistic Curbing for $3,750 and Oak Farms at $4,800. After discussion by the Committee, it was decided to retain the current black flexible edging and repair or replace it when necessary.

The Sun removed their newspaper boxes along Parade Circle.

Earth Week Clean-up will start on Monday, April 16 and end on Saturday, April 21 at the Rotonda Park with a BBQ from 12Noon to 3PM.

The next Beautification/Mowing Committee Meeting will be held on Thursday, March 1 at 2PM.

                                            Budget & Finance - Bruce Miller

For the Record, I request the following statement be recorded in the minutes of this meeting.

On Thursday, January 25, 2007, during the 9am Budget and Finance Committee Meeting, I was made aware that a Certificate of Deposit (CD) due February 22, 2007 was cashed on January 9, 2007 prematurely, forty-four (44) days.

It was only after Mr. John Carroll questioned Manager, Tom Madsen about the recorded CD's due February 22, 2007, which appeared on the Capital Improvement & Maintenance Report, that Mr. Madsen revealed that he had taken this action on his own. The amount of $50,872.74 was transferred to the RWA checking account on 01/09/2007.

I requested Mr. Madsen give a full accounting of his actions. He replied by email dated January 25, 2007. His email stated his actions caused a penalty of $1,060.27 which did not include projected earned interest. Board members were sent a copy of Mr. Madsen's email.

Mr. Madsen stated he cashed the CD because "the association would have not been able to meet its January 25, 2007 staff payroll because there would not have been sufficient funds in the account. "

The checking balance as of 01/01/2007 was $ 62,918.00.
The $50,872.74 CD was transferred to the checking account on 01/09/2007.
The checking account balance as of 01/25/2007 was $ 53,537.13

I fail to understand why, as the current Treasurer, I was not made aware of the cash situation so I would have had the opportunity to seek other possible alternatives. Mr. Madsen failed to realize that financial institutions have a "Business Cash Manager" who will assist you if a balance shortfall occurs, funds from a credit line can automatically be transferred into a checking account. In this case, the funds were only needed for thirty (30) days or less. Additionally, no mention of the severity of the cash situation was made at the January 10, 2007 Board Meeting. Remember, the CD was cashed January 9^th.

My fellow Board Members, I consider this a "Gross mishandling of Association funds". The Board is ultimately responsible and accountable to the Associations Members. Remember, the majority of the revenue received is from the annual membership assessment. It is with membership money that the association operates.

If you review the Treasurers reports for the 4^th quarter of 2006 (October thru December), you will see the reason for the cash shortage. It doesn't take rocket science to understand why the shortage. You will see a gradual decline in cash.

October 2006 shortfall was $ 6,856
November 2006 shortfall was $17,175
December 2006 shortfall was $18,539
Total shortfall for 4^th quarter is $42,570

Remember, the previous board elected to spend $12,750 in severance pay for the previous manager as part of her dismissal. The board then hired the current manager at a salary of $86,400 a 70 percent increase over the previous manager's salary of $51,000. None of this was allocated in the 2006-operating  budget.

In my opinion, the previous board left this board in a very difficult and negative financial position.

Please understand, when I reference the "Previous Board", as some of you were members, I am not finger-pointing. However, I will say, the previous Treasurer and the Manager should have communicated to the Board that the 2006 budget was in trouble and a financial decision needed to be made. This should have taken place at the December 13, 2006 Board of Director's Meeting.

Pete Traverso moved that the above statement by the Treasurer be recorded in the Minutes. Motion seconded by Claudette Romano and approved unanimously

Bruce Miller moved that only the Treasurer and Board of Director's shall have the authority relative to the purchase of Certificate of Deposits or to cash a Certificate of Deposit before its maturity date. Two signatures will be required, the Treasurer and one other Officer of the Board. If the Treasurer is not available, two Officers of the Board may sign. All transactions must be reported by the Treasurer at the next scheduled Board of Director's meeting. Motion seconded by Claudette Romano and approved unanimously.

Bruce Miller moved that John Carroll and Claudette Romano be added to the Budget and Finance Committee. Motion seconded by Ken Guillerm and approved unanimously.

Bruce Miller reported that the Committee had meetings on

1) January 25, 2007, where the following was discussed - changing the formats of the Reserve Report and the Income over Expense Report, the creation of a monthly expense by G/L account for the Committee, listing payments to all vendors, and the premature cashing of a CD;

2) February 1, 2007 where the following was discussed - the Manager described the entire flow of the financial process, and the committee considered items of interest when interviewing bankers;

3) February 6, 2007 where the Committee interviewed Ted Pentland, Vice-President of First Community Bank, and

4) February 9 where the Committee interviewed President Michael Bullerdick and Ted Pentland of First Community Bank and reviewed the 2007 cash flow projection prepared by the Manager. This projection used receipts from 2004, 2005 and 2006 as its basis.

Community Relations - Chair Ken Guillerm moved that Ken Hirsch and Wayne Mengel be added to the Community Relations Committee. Motion seconded by Claudette Romano and approved unanimously.

The West Ways went out on Friday February 9. It took approximately 2 hours for the volunteers to label the West Ways and all were mailed within a single day.

Ken spoke about the upgrades to the website, especially the new calendar and stated that, "Communications has been put back into the Rotonda West vocabulary".

Compliance - George Burger moved that the Board add Victor Claussen to the Compliance Committee. Motion seconded by George Krabbe and approved unanimously.

George Burger moved that the appeal from Steve Rios, 165 Annapolis Lane be referred to the Compliance Committee for a hearing. Motion seconded by Claudette Romano and approved unanimously.

George Burger read a report by Compliance Committee Chair John Forster concerning the Hearing held on Monday February 5, 2007 at 10:00 AM. Mr. Forster had informed Mr Atturia that he or his representative must appear at this meeting to present his case. Neither Mr. Atturia or a representative appeared, and the Committee decided that the violation stands and the fine levied must be paid.

Deed Restrictions - Chair George Burger asked that Board appoint Bob Seneca to the Deed Restrictions Committee. Motion seconded by George Krabbe and approved unanimously.

RWA Properties - Chair George Krabbe moved that the responsibilities of the Properties Committee be defined as the following: To maintain, upgrade and improve RWA owned facilities to include grounds, structures, administration building(s), gazebo, gazebo bridge, marina docks and tangible items to include office equipment and furnishings.Motion seconded by Pete Traverso and approved unanimously.

George Krabbe reported the following:

Security of the Community Center. George Krabbe reported due to the attempted break in and the rear door being left unlocked better security of the building is necessary. A sub committee consisting of George Krabbe, Bob Healy and Tom Madsen was formed to check out the locks, keys, outside lighting and a security system. Also discussed were fire rated file cabinets and scanning the files. Bob Healy has purchased the door locks and Bob and George will install them soon. Estimates from ADT and EMG Alarm Companies were received. The committee made a motion at the February 12^th meeting recommending the Board of directors enter into a contract with ADT. Motion to be presented at the BOD meeting 2/14/07.

George Krabbe moved that the Board enter into a contract with ADT Security Services to provide the security alarm for the office area located in the Community Center. Installation will cost $595 with a monthly service charge of $41.00. The RWA will provide a 110 volt electrical receptacle and a phone jack at the panel location. Motion seconded by Bruce Miller and approved unanimously.

Cleaning the exterior of the Community Center. Bob Healy suggested we seek volunteers to clean the exterior of the building. A question arose regarding liability of the volunteers since climbing on ladders may be necessary. Mr. Madsen suggested an umbrella policy or have Mr. DeBoest create a release form for all volunteers. Mr. Madsen will follow up with Mr. DeBoest and the insurance Co.

Repairs to the Community Center. A 5 year plan was discussed. The committee was asked to make a list of items that are in need of repair or replacement. This information will be used in our reserve study.

Office revision. Hank Artz provided a revised office plan dated 10/29/06. The committee was asked by the chair to review the drawing and make any suggestions at the next meeting.

Repairs to the gazebo and bridge. Nick Gizzi reported when the gazebo was decorated at Christmas the roof appeared to be in need of some minor repair.. George Krabbe, Bob Healy and Hank Artz made a inspection of the marina and gazebo area. Some of the boards on the bridge need to be replaced. The gazebo columns are rotting and the roof needs some patch work. The cement is cracked and is sinking around the gazebo. The bench needs to be replaced. The docks need to be power washed and then sealed. The steps in the center of the marina area leading from the parking lot to the docks needs to be replaced or closed off. Bob Healy has checked on some of the cost for materials and approximate labor cost. George Krabbe reported the Beautification Committee is working on a plan to give the Marina a face lift. George suggested we work with the Beautification Committee and take care of any needed repairs.

What our goals are and what we hope to accomplish. The committee is going to do a 5 year plan and a reserve study within the next 3 months.

Responsibilities of the Properties Committee. Mr. Madsen was asked to provide a list of all properties owned by the RWA including Transfer Density Units (TDU) as this may become a valuable source of income. The committee also discussed the April 5, 2006 Properties Committee minutes regarding our objectives and responsibilities. A new motion was approved by the committee to be submitted to the BOD on 2/14/07.

Creating a building fund. It was suggested that a building fund be established with all contributions being voluntary and designated for a new community center. Bob Healy made a motion second by Nancy Healy to ask the BOD for permission to contact Mr. Lorah and Mr. DeBoest for their professional opinions on how to set up such a fund. Also the Greater Rotonda Organization (GRO) formally the Rotonda Property Owners Association was discussed regarding the funds they control that are set aside for a community center.

George Krabbe moved that the Board approve his contacting accountant Geoff Lorah and attorney Richard DeBoest for their professional opinions and recommendations regarding the legal and financial ramifications and responsibilities of creating an RWA Building Fund. Motion seconded by Ken Guillerm and approved unanimously.

Meeting with the Rotonda West Woman's Club. Information was provided that the Woman's Club has started a building fund. It was suggested someone from the committee meet with the woman's club to find out what their plans are.

Maintenance man. At the February 12^th meeting it was suggested we attempt to get a list of maintenance men that could do some of the minor repairs and jobs. A suggestion was made to put a article in the West Ways. Tom Madsen reported the current policy requiring a 1 million dollar insurance coverage. Mr. Madsen was asked to bring the insurance issue before the board.

Mr. Madsen made the following presentation. Current RWA policy requires that all contractors who come on site have a minimum of $1 Million insurance and have a Certificate of Insurance on file in our office.

As I have discussed, this policy precludes many small vendors from offering their services to the Rotonda West Association, and, by limiting selection of vendors, will result in higher costs for these services.

I suggest that the Board consider modifying their current policy as follows:

Generally, the RWA’s liability insurance covers everyone who does work for the RWA or who comes into the community center. The goal of assuring that vendors have their own coverage is to prevent claims against the RWA’s policy and the commensurate rate increases to which the RWA would be subject. The above scheme would appear to strike a balance between the potential exposure the RWA may experience and the potential lower costs the RWA may achieve by having a broader base of vendors.

Directors Romano and Traverso felt that this suggestion would not provide full protection for the Association and after discussion this proposal received no support.

Residential Modification - Chair Pete Traverso moved that Donna Krabbe be added to the Residential Modifications Committee. Motion seconded by Claudette Romano and approved unanimously.

Pete reported that there had been 17 RMC applications during the month of January 2007.

Pete reported that he has a first draft of the revised RMC Guidelines, but needed to tweak them a bit more.

New Business
Nick Gizzi reported that earlier this week he had met with one of our members who has extensive expertise in Team Building and has been able to bring out the best in individuals. His Name is Dr. Curtis Van Voorhees. Dr Van Voorhees taught at the University of Michigan for 20 years. He has been an educator and lecturer and has spent time in Japan, New Zealand and Australia. His program has been accepted and praised by large companies worldwide. Curt has offered to us his program Team building and Brain Dominance - free of charge. Nick suggested to the Board that they participate in this Team building exercise and if it is a positive experience; have our committees participate in his program. Several Directors indicated that previous retreats had been positive experiences and suggested that this program be scheduled as a Board Retreat.

Nick Gizzi moved that the Rotonda West Street and Drainage Advisory Committee, which has been operating since October 2006 be made a permanent committee chaired by Claudette Romano. Motion seconded by George Krabbe and approved unanimously.

Nick Gizzi suggested that due to recent problems with our computers that the computer files be backed up in duplicate every morning or evening with one backup placed in the safe and one removed to off site so that if there is a crash very little data will be lost. The Board concurred and instructed the Manager to begin this practice.

Pete Traverso inquired about the Association policy concerning the noticing of meetings, indicating that Florida Statute 720 required 48 hours notice for meetings of the board and none for committees. Discussion indicated that it was the practice of the RWA to provide notice for all meetings by both a posting and by email to those who desired it. Pete Traverso then moved that it is the express policy of the RWA to provide 2 business days notice for any Board or Committee meetings, said notice to include email's per the office list. Motion seconded by George Burger and approved unanimously.

Members Input
Sue Artz indicated that the "Red Hot Chilies" were donating $186 for a tree "In Memory Of" Sue Meilink in White Marsh Memorial Park and gave the money to Claudette Romano.

Walter Taylor thanked Claudette Romano for her initiative in adding "Patrolled by Neighborhood Watch" to the entrance signs.

Richard Duggan inquired about the mediation process alluded to in the Manager's report.

Directors Input
Claudette Romano indicated that if anyone wished to donate a tree to White Marsh Memorial Park, they should call her at 697-9766.

Adjournment
The meeting adjourned at 5:05 p.m. The next scheduled Board meeting is March 14, 2007 at 3:00 p.m.