APPROVED

JUNO ISLES CIVIC ASSOCIATION

October 17, 2005

BOARD OF DIRECTORS MEETING

A special meeting of the Board of Directors of Juno Isles Civic Association was held on Monday, October 17, 2005, at Holy Spirit Church on Ellison Wilson Road.

Roll Call and Call to Order:

Pete Lashenka called the meeting to order at 7:04 p.m. The following board members were present:

Blas Contreras		Unexcused
Chris Cox	Present
Trish Estabrook	Present
Wayne Hatten	Present
Jim Jackson	Present
Pete Lashenka	Present
Glenn Levine	Present
Kathy Greene	Present
Dave Mastran	Present
Jack Topalian		Excused
Tom Wajdowicz	Present

Agenda Review: A shortened agenda will include Approval of Minutes, Old Business, and New Business.

Approve Minutes: Jim Jackson

At the last board meeting Jim Jackson handed out the July 11 minutes and Wayne Hatten handed out his interpretation of the August 22 minutes.

§ June 6, 2005 Minutes – The minutes were reviewed and discussed by the Board. A discussion pursued about Motions being made without names included, and homeowners’ names were not included in the minutes. Dave Mastran stated that it is not good to be selective as to whose name we put in the minutes. Jim Jackson said the attorney told the board not to post names of covenant violators on the web. Dave Mastran said he is reluctant to do a Motion because he made a motion for a newsletter to go out at a certain time; the motion was unanimously approved but was never addressed. Dave is willing to make a motion but wants the board to address all motions made and President Pete Lashenka agreed by saying that was a justifiable request. Wayne Hatten stated that sometimes the board doesn’t understand the legality of the motion. Dave Mastran replied that as a Board we should know when it is necessary to talk with the attorney.

Wayne Hatten talked about the motion he made a year ago to put a vote to the association over the lighting. The motion was approved unanimously, then within three meetings the motion went from a vote to a questionnaire and nothing changed. The motion is still in the minutes and Dave Mastran’s questionnaire was never printed. President Pete Lashenka said perhaps the homeowner’s address should be in the minutes instead of the homeowner’s name. Board discussed this topic for several minutes. Dave Mastran made a motion to include the homeowner’s name and/or address in the minutes unless a homeowner specifically asks to remain anonymous. Chris Cox seconded the motion and all in favor were Wayne Hatten, Chris Cox, Trish Estabrook, Tom Wadjowicz, Dave Mastran, Glenn Levine, and Jim Jackson. Pete Lashenka and Kathy Greene opposed, and the motion was approved 9 to 1. Kathy Greene explained that she prefers that the board write a policy manual because a year from now no one will remember we voted on this topic. She said last year a motion was made to make a procedural manual for the election committee and it was never done. Wayne Hatten indicated that Pete Lashenka’s action item spreadsheet helps to get things accomplished. Pete said he tries to email everyone once a month. Pete stated there is a lot of benefit to having policies and procedures and he is 100% in agreement with Kathy. Pete recommended that the new board address the policy manual. Discussion pursued among the board members about the policies being written in the bylaws. Jim Jackson said we should put in the bylaws that we will adopt a policy book but recommended that we do not include the book itself as part of the bylaws.

Dave Mastran asked the board why he never received an answer about an inclusion in the newsletter that was reduced to two pages and then was struck completely from the newsletter, and he wants to know why it was dropped. Jim Jackson stated that the minutes are being approved right now and asked if there are more changes for the minutes. Dave said he wants the minutes to include excused and unexcused absences, names of those who make motions and second motions, and inclusion of landscape meeting information. Jim Jackson asked Dave to provide words and reminded him that an email was sent out prior to this meeting requesting input. Dave said he was not going to provide words. Jim said he didn’t know who made the motions but he assumes the tape is available and will track it down and make the names available. Wayne Hatten made a motion to approve the minutes subject to finding the proper names and including them in the minutes. Dave Mastran seconded the motion, Kathy Greene and Pete Lashenka abstained, and the motion was approved unanimously.

§ July 11, 2005 Minutes – The Board reviewed the July 11 minutes. Glenn Levine made a motion to approve the minutes, Jim Jackson seconded, and the motion was approved unanimously. Dave Mastran and Kathy Greene abstained because they were not present at the July 11 meeting.

§ August 22, 2005 Minutes – The Board reviewed the August 22 minutes and agreed to review and approve at the next meeting.

§ September 12, 2005 Minutes – Trisha Estabrook made a motion to approve minutes, Wayne Hatten seconded the motion and the board approved unanimously with the exception of Kathy Greene and Dave Mastran who abstained.

Old Business: Jim Jackson

Attorney Theresa Lemme faxed a cover letter to Jim Jackson dated October 13. Jim read the 2^nd paragraph to the board. In paragraph 2 the attorney stated that the cover letter is confidential and a privileged attorney client communication. The attorney instructed the board to discuss the letter with only board members present. The boardroom was then cleared of non-board members, as well as Chris Cox because she had to leave early. The remaining board members were Kathy Greene, Tom Wadjowicz, Glenn Levine, Pete Lashenka, Dave Mastran, Wayne Hatten, Trish Estabrook, and Jim Jackson. The board discussed the attorney communication then closed the executive session and reconvened the regular board meeting.

New Business:

Trish Estabrook reported that green postcards for the picnic will go out shortly and will be separate from the official notice postcards. Everything is scheduled except the bounce house, and Trish will follow up and make sure everything is all set including nametags. Wayne wondered how many guests one homeowner can bring. Discussion pursued and no decision was made.

Annual Meeting

Jim passed out part of the agenda package that will be sent to the homeowners. The agenda and order of the agenda was included. Jim said the board needs to work through some items that stemmed from the last meeting where Wayne Hatten suggested an option for people to do a general proxy to vote for members of the board of directors. In the past limited proxies were done. General proxies would allow homeowners to vote for whomever they want and nominations from the floor would be allowed. Jim asked Attorney Theresa Lemme if that would be legal and she said yes – we could have a proxy that gives people a choice. There are actually three proxies in the package – one for covenants and two that deal with people on the board. Our attorney suggested we have a separate proxy for the covenants and we could count them at the end of the meeting, and also suggested that it be a different color. Pete agreed because it allows people to vote via absentee ballot on something you know cannot change. Jim said the actual text of the four proposals needs to be included in this package. Jim had a discussion with our attorney on Friday, and on Sunday she confirmed that the announcement we sent out with covenant changes would have been all that was needed if we had added a sentence stating that the meeting is at 7:00 pm and that we are going to vote on the executive officers. Jim said in package there are two versions and Jim asked Wayne to take a look at it. Pete complimented Jim on a job well done. Pete suggested that we come up with two proxies - one for names and one for covenants. Pete asked the board if they want candidates to be able to write in nominations from the floor and vote on them. Wayne said covenants state a floor nominee is allowed and you need to give that nominee the same right to get elected to the Board. Kathy Greene said yes as long as it is explained correctly to the homeowners. Kathy said we couldn’t have a general limited proxy. Pete asked what her general feeling is; do you want people to be able to write in candidates that are nominated from the floor and vote on them? Kathy answered yes because that’s the way it is written in the bylaws. Jim is okay with it. Glenn said no because he doesn’t think we can manage the election. Majority of the board has decided this is the way to go and Pete is personally going to vote to go this way. Kathy Greene said she called herself off the floor last year to make a point and will stand down on this issue because there will be proposals to change state statutes because of these same problems and take out general proxies all together and said the best thing to do is make it as simple as possible. Board discussed how to handle proxies for the meeting and a decision was made to have a limited proxy for the Proposed Amendments to the Covenants which allows for authorizing general powers or limited powers. Proxy will be collected at the door if it’s a limited proxy and if it is marked wrong, then we realize that this is only one ballot from this address. If there are six people or less on the proxy it is valid. The proxy for candidates will be a limited proxy; Jim Jackson will run it by our attorney.

By law, the postcards for the Annual Meeting must be mailed by November 3rd. Jim Jackson discussed the basic agenda for the Annual meeting and Pete asked if there were any issues with Ecclestone and FPL. Kathy Greene asked if discussion time for the covenant changes was going to be allowed before the election. Jim said we would tell the homeowners the wording for the covenants is fixed and cannot be changed at this meeting. Pete said we have given them an opportunity to come to a workshop and ask questions. Dave Mastran and Pete Lashenka agreed that homeowners should be given three minutes each for discussion. Jim Jackson was looking through his emails to find the 2004 Annual Meeting minutes and he asked the Board if they have a copy of the minutes. Pete thinks he has a copy of the minutes and they will be added to the package.

Discussion for Proposed Covenant Changes

Pete said at the meeting each proposal will be introduced with a short sentence about each one, and then he will ask the homeowners if there are any questions. We will announce the fact that if there are not six board members elected the board will appoint board members. The President’s report will be about five minutes. Pete said the board members should give a brief summary of their particular area in the past year. The Board set the agenda for the meeting. The President will run the meeting but we need to get people to count votes and check people off as they come in. Jim Jackson said the elections group spearheads the effort for the vote count. Wayne Hatten said the official responsibility of the election committee is to find people to run for office and Jim Jackson agreed. Board discussed names of people who are running for election and said we need a total of six people. The six people elected two years ago were Admiral Morris, Lucia Philipson, Trish Estabrook, Glenn Levine, Jim Jackson, and Dominick Marino.

A Motion was made by Jim Jackson to approve the package with deletion of the limited proxy page of instructions and subject to completion and review by our attorney. The motion was seconded by Wayne Hatten and approved unanimously by Board. The deadline for getting the package to the printer is October 26th or 27th.

Glenn Levine said he hired a new landscaper and fired the old landscaper. Glenn went to Enterprise Bank and set up a new account called a Supersaver Account earning 2.75 % interest as long as you keep 10K minimum in checking account.

David Mastran left the meeting at 9:15 pm.

Glenn Levine made a motion to adjourn and Wayne Hatten seconded. The motion was approved unanimously with no abstentions. The meeting adjourned at 9:16 pm.

Respectfully submitted,

Bonnie McGuire