MINUTES OF THE WINTERHAVEN UNIT OWNERS ASSOCIATION ANNUAL MEETING –June 6, 2009 Laurie Pate, interim president, called the meeting to order at 10:25. It was determined a quorum was present or represented by proxy with 31 of 36 members present. The following were in attendance. D101 Gary & Trese Benge by proxy (Dwayne Porter) D102 Laurie Pate D103 David Moore by proxy (Laurie Pate) D104 Mary Cox D105 William & Barbara Preslock by proxy (Mary Cox) D106 William & Barbara Preslock by proxy (Mary Cox) D201 Todd Trombetta by proxy (Laurie Pate) D203 Richard Bland by proxy (Betty White) D206 Kendell & Christy Messer by proxy (Mary Cox) D301 Todd Trombetta by proxy (Judy Hoops) D302 Roy Shrewsbury D303 Mary Cox D304 Dwayne Porter D305 DavidSmith & Michael Von Dampen by proxy (Laurie Pate) E101 David Asher E102 Rob Whitney by proxy (Roy Shewsbury) E103 Tony & Kerrie Brancazio by proxy (Mary Cox) E104 Vinestreet, LLC by proxy (Roy Shewsbury) E105 Steve Whitlock by proxy (Laurie Pate) E106 Susie Norman E201 Eric Layne E202 Dana & Debbie Corcoran E204 Wendy Hicks by proxy (Laurie Pate) E205 Vitrinite Inc by proxy (Betty White) E206 Bridgitte Morgan E301 Jeff & Michaux Merhout by proxy (Laurie Pate) E302 Judy & Stefan Hoops E303 Charles & Emily Egerton by proxy (Judy Hoops) E304 White Realty, LLC E305 Dana & Debbie Corcoran E306 John James Proof of adequacy of meeting announcement was established by the presentation of the letter to all owners. REPORTS OF OFFICERS/EXECUTIVE BOARD Improvements: The furniture and carpet in the lobby has been replaced. One additional love seat will arrive shortly and new carpet on the steps will be installed within two (2) weeks.

After an inspection by structural engineer John Sadowski, it was determined that seventeen columns of the building needed to be replaced within a time frame of six months to four years. Jim Withrow will submit an estimate, but said it would be within a range of $2500-3500, which is similar to the bid given by Newport Trading Co. Mr. Withrow noted that the columns on the slope side of the building were not load bearing and were primarily for the purpose of attaching the deck railings. Sprinkler system had filled with water at some point last year and froze causing a repair of $4000 during the past winter. Heaters have been added in the laundry rooms to avoid future pipes freezing in this area. Doors to the lodge were repaired by Stefan Hoops. The fireplaces in the individual units were inspected. Twenty two (22) were replaced with electric inserts. Thirteen were repaired at owner’s expense and remain wood burning, and one is completely closed off. A discussion of responsibility for the inspection of wood burning units followed. It will be owner’s responsibility for any future inspections. Roy Shrewsbury reported that one of the units had the old rheostat switch to control the electric fireplace and this had caused a short, smoke and a potential fire hazard. It was agreed that the board should have all switches inspected to insure that the proper wiring and switch has been used. It was also noted that part of the chimney caps were missing allowing water to come into some of the units. Judy noted that the lodge fireplace needed to be inspected yearly but that individual units were not required by county ordinance to be inspected by the fire marshal. BAR/RESTURANT It was noted that we had many problems with the bar/restaurant during the past year. Laurie reported that in the survey conducted by the board the majority of the owners were interested in having food, plus beer and wine in this area, but that having no alcohol and serving alcoholic beverages were balanced in the survey. Brigitte Morgan, owner of unit E206 and in past years an instructor at Winterplace, presented a proposal for operating the restaurant as a café catering to families and church groups. This would include no alcohol at least for the first year as this created too large a liability. She agreed to clean up the area including all the glass on the slope side and vent hood, provide her own phone service. She did request that the association resurface the tables (aprox. cost - $50 per table). The time of operation would be December through March, opening Thursday through Sunday. Brigitte stated she would be open more during holidays. A discussion followed. Many members expressed interest in this. The board will make a decision on this matter.

GAMES: The games in the lobby brought in $817 this year. A discussion of the possibility of turning the hot tub room into a game room followed. It was noted that due to new regulations on hot tubs, our hot tub was going to need improvements to the drain system. Mary Cox was going to send pictures of the hot tub to Tony Brancazio who has experience in this matter. Tony will give us an estimate on the repair. The board can make a decision on the use of the space once the repair cost to tub and cost of turning space into a game room is evaluated. SECURITY SYSTEM: It was reported that the lodge was broken into during the ski season and that the current monitoring system was not being taped. It was noted that the system may need to be replaced. Stefan Hoops estimated the cost at $4000. David Asher felt that seven cameras could be purchased for approximately $750. Debbie Corcoran said she had a system she would donate and then the association could build on this. No decision was reached. OTHER: Roy reported that Winterhaven would be connected to the public sewer system very soon. When this occurred our sewer bill would increase. The future of the water supply was unknown but needed to be evaluated. FINANCIAL REPORT: Judy Hoops Judy presented a 2008-09 budget with the actual expenditures to date and the estimated expenditures for the remainder of the year. There were several items that members felt would be higher than estimated – bookkeeping, power as an increase in rates is expected and the cost of replacing the columns. Brigitte Morgan felt the insurance should be shopped as the premium seemed high. Brigitte was willing to help with this. We then reviewed the proposed budget for 2009-10. For more information see attached projections. It was determined that an audit would be conducted at an estimated cost of $500. ELECTION: The following names were put into nomination: Richard Bland Kerrie Brancazio Debbie Corcoran Mary Cox Judy Hoops

Kendall Messer Laurie Pate Dwayne Porter Roy Shrewsbury Betty White

Betty White made the motion that the board be limited to five members. Roy Shrewsbury seconded. The motion carried. The ballots were distributed and Eric Layne, David Asher and John James were asked to act as “tellers”, charged with the responsibility of counting the votes. The results of the election gave us the following Board of Directors: Mary Cox Judy Hoops

Laurie Pate Dwayne Porter Debbie Corcoran UNFINISHED BUSINESS: Maintenance/Management – A discussion followed of how to best take care of building repairs by the association. Some of the possibilities are property manage, working together to do ourselves, repairman either subcontracted or employee of the association. A discussion followed. Roy Shewsbury offered to meet with subcontractors concerning repairs at Winterhaven. Dwayne Porter who moderated the discussion, pointed out that what several people were saying is that we need a point of contact. No decision was made. Rental management – Dwayne introduced the subject explaining that some felt we should allow multiple companies to come into Winterhaven to offer management. Currently we have a preferred provider system that recommends the company that owners should use to the exclusion of others. Eric Layne noted that this had been reported as the requirement in the past. Betty White explained that this had been voted into existence but some felt this over stepped the bounds of the association. Dwayne Porter made a motion, that the board get a legal opinion from a WV licensed attorney with experience in condo regulations as to the rights, responsibilities, and obligations of the association for entering into a contractual agreement for a preferred provider. Judy seconded. The motion carried. Discussion of review by board of office space rental – This matter was tabled until we have a report of the above motion to get a legal opinion on the preferred provider of management services. Laurie noted that Todd Trombetta wanted the membership and the Board to view for consideration a proposal that he sent to the membership via email. Laurie noted that several owners were putting up “for rent” signs in violation of Winterhaven Covenants, Conditions, & Restrictions. Debbie Corcoran suggested if there was one sign sending people to the website then everyone could link to that and would eliminate the need for numerous individual signs, which are against the by-laws. With no further business the meeting was adjourned at 3:15. In the absence of a secretary, Betty White prepared the minutes. The newly elected secretary, Laurie Pate, made corrections before being approved by the Board.