WUOA Board Meeting Thursday, May 7, 2009 7:00 p.m. (Corrected and Re-distributed 5/28/2009) Present Laurie Pate Mary Cox Judy Hoops Roy Shrewsbury Dwayne Porter Trice Benge The meeting was called to order by Laurie Pate at 7:08 p.m. with a Quorum. The Board meeting minutes from April 27, 2009 were approved unanimously with one correction noted and approved in Motion #2: “by mail and/or email” to be replaced with “conveyed by any acceptable means”. Judy requested that the report on the games’ proceeds, which she reported during the April 27, 2009 Special Board Meeting, be included in the minutes. The report is as follows: Judy reported that the games’ proceeds for the 2008-2009 ski season was $716.54. Judy will send a check to Sarah for that amount since the game company paid the proceeds directly to Judy. The games were removed on May 6, 2009 and the vending company told us they would bring them back next winter upon our request. Judy requested that the following disclosure be reflected in the minutes: Disclosure: Judy Hoops, Executive Board member and Treasurer, sent an email on April 24, 2009 to Laurie Pate, Interim President, disclosing that she had a personal interest in offering property management services to individual owners at Winterhaven. All Board members were forwarded a copy. Ice Maker Roy will check with Sarah to ensure the WUOA received a Bill of Sale from Gary Honaker for the purchase of the ice maker. Roy will also obtain the serial number of the ice maker for our records. Chamber of Commerce Motion #1: Judy moved that we cease membership to the Beckley Raleigh County Chamber of Commerce. Discussion. In Favor: Judy, Laurie, Trice Opposed: Mary, Roy, Dwayne Motion did not pass due to tie vote. Maintenance Man Motion #2: Roy moved that we have a conference call with his prospective maintenance person so that Board members can question him, evaluate his skills and knowledge, etc. Discussion. Motion withdrawn.

Motion #3:

Roy moved that a qualified maintenance person be hired for Winterhaven, during the summer, in order to complete maintenance projects and/or repairs deemed by the Board as “in need of immediate attention”. Discussion. In Favor: Dwayne, Roy, Mary, Trice Opposed: Laurie, Judy Judy opposed the motion due to the lack of clarity of the motion.

Motion passed. It was suggested we form a Committee to review and compile a list of projects/repairs which need immediate attention. Mary stated that she has already compiled a list. Once the Board agrees on the list we should move forward with the soliciting of proposals for the repair of the items identified by the Board. Laurie appointed Mary, Dwayne and Roy to form a Maintenance Committee to review the list and determine a prudent way in which to present their findings to all owners at the Annual Meeting. Water under the Buildings Judy reported her findings as well as those of the Structural Engineer regarding standing water under the buildings. Judy will prepare an email detailing the problems and possible solutions as well as the Structural Engineer’s report and forward it to the Maintenance Committee for review. Paying a Board member as an Independent Contractor Motion #4: Dwayne moved that he provide a draft of a clear and precise policy on a conflict of interest statement and present it to the Board for its consideration and decision as to restricting participation and the required exemption of Board members in reference to financial matters. Discussion Motion passed unanimously. Fire Marshal Inspection Judy contacted the Fire Marshal’s office and reported the following information: 1. Individual units do not fall under the jurisdiction of the Fire Marshal and therefore are not required to have fire extinguishers. The WUOA may want to draft a rule that unit owners are required to have fire extinguishers based on how it might pertain to the WUOA’s insurance. 2. Public/Common Areas do fall under the Fire Marshal’s jurisdiction and are therefore required by law to have fire extinguishers. 3. The Lobby’s fireplace runs off of gas and according to the Fire Marshal should be inspected once a year by a certified inspector. Judy also stated that the fireplace igniter system seems to be malfunctioning and she suggested the Board set aside $1500.00 from the budget to address and correct this problem. Update on Liens and Bankruptcy Case Mary gave an update on procedures and fees involved in filing liens against owners whose dues are delinquent as well as owners who have declared bankruptcy and have delinquent dues. Roy will provide the Board with a template for filing liens and will ask Sarah if she would file the liens for us. HVAC Mini-Split The Board received a request from an owner for approval to install an air conditioner in their unit. Mary researched the product in question and reported her findings to the Board. Motion #5 Mary moved that the Board approve a mini/split air conditioner to be installed above the patio doors in the living room, by a trained installer. The unit shall be consistent in size & appearance to the units currently in use. The unit should only require one 3" hole to be drilled from the interior to the exterior. The owner shall be responsible and liable for the drainage of the condensation from the unit. Each and every owner interested in installing this type of unit must submit, in writing, a request for approval from the Board. Discussion

Motion passed unanimously. Laurie and Mary will form a committee to review and examine a recently installed unit and report their findings to the Board. Establishing a Procedure, Guidelin es and Fee Rate for placing a Link on the WUOA web site Motion #6 Dwayne moved that Board approval (by majority) be required for any and all requests for Links to be placed on the WUOA’s web site from any and all outside entities. Instead of charging a fee, links will be placed on a reciprocal agreement basis, with the entity requesting a link placing a link to the Association’s website on their site. Discussion Motion passed unanimously. Seeking legal opinion as to the Board’s “authority” to comment on and have involvement in activities that are undertaken by individual unit owners (i.e. rentals) Motion #7 Dwayne moved that the Board seek a legal opinion as to the bounds of the Board, under the current By-Laws, in recommending, mandating, or providing commentary on what individual owners can and cannot do. Discussion Motion passed unanimously. Dwayne will research and obtain necessary information and report his findings to the Board. Dwayne stated he will be available to begin this process on May 18th . Dwayne also stated that the WUOA Board has made every effort, in the past and will continue, to work in the best interest of the WUOA. Notice of Annual Meeting Letter Laurie advised the Board that the Notice of the WUOA Annual Meeting letter will be sent to the Board via email for approval prior to mailing to owners. Board members will have 24 hours to respond. If no responses are received, the Executive Order of the President will prevail and the letters will be sent out. Motion #8

Roy moved that, there being no further business, the meeting adjourn. Motion passed unanimously.

Meeting adjourned at 10:30 p.m. Respectfully submitted, Trice Benge Secretary, WUOA