SFTR Board Meeting 12/15/01

Santa Fe Trail Ranch POA
BOARD MEETING
December 15, 2001
Trinidad State Junior College, Sullivan Room

Board Members Present:
Ed Hockett
Michael Hughes
Rick Johnson
Paul Miner
Bob Santoro
Mike Shelton
Harriet Vaugeois
Bill Wenstrom
Jerry Whitington

Guests:
Gene Downs
Vaughn Roundy
MaryJo Shelton
John Woods

Also Present:
Gail Thomas

CALL TO ORDER – President Vaugeois called this regular meeting of the Board to order at 9:00 A.M.

PROOF OF NOTICE - Gail Thomas gave proof of notice.

INTRODUCTION AND ROLL CALL - The president passed a sign in sheet for all the directors present. She welcomed the guests and invited them to participate in the discussions.

DETERMINATION OF QUORUM - All Board members were present, so a quorum existed.

APPROVAL OF MINUTES OF PREVIOUS MEETING - The President noted that the minutes from the last meeting had been distributed prior to this meeting. She called for any corrections or additions. R. Johnson moved that the minutes be accepted as written. The motion passed.

APPROVAL OF MONTHLY FINANCIALS - Treasurer B. Wenstrom reported that the November financials were published on the web site, and asked if there were any questions about them. He pointed out that the budget appears to be on track to produce a surplus for 2001 especially since inclement weather may prevent the Road Committee from completing their remaining approved projects. He cautioned that future years were unlikely to produce surpluses because the POA is becoming proficient at the budgeting process. J. Withington moved that this report be accepted. The motion passed.

OLD BUSINESS

VOTING - In completion of an assignment given at the October meeting, E. Hockett moved that the POA’s annual election be held on the web site. He added some of the procedures and arrangements necessary for this to happen. The motion, however, died for lack of a second. Subsequently, B. Santoro asked for clarification of the task because the Covenant Committee was discussing the same issue. It was recommended the secretary and the Covenant Committee pursue the issue jointly. A future proposal should provide detailed guidelines for members wishing to vote on the web site, as well as by mail, proxy, and in person. Discussion revealed mixed opinions about the utility of proxies. It was requested that this issue continue to be addressed. The issue of voting security must also be thoroughly addressed.
IMPROVED/UNIMPROVED LOTS - B. Wenstrom reported that since the last meeting the Emergency Services Committee’s Area Leaders had classified the Ranch’s properties into four categories for judging improvement. He, in turn, had used this information to mail and e-mail change of status letters to several property owners. he had received no response from his mailing, but had received several return e-mail responses protesting the reclassification. They all claimed their alleged improvements had been grand fathered into acceptance. Mr. Wenstrom thus felt that the whole undertaking had been fruitless. M. Hughes observed that the property classification was ineffective and harmful. He suggested that dues be made equal for all members of the POA. There was considerable concern about the financial impact of such a change. In addition, guest Gene Downs urged caution toward a move in that direction because a decision to lower dues made by a Board of improved property owners might be misinterpreted as the pursuit of self interest. Guest John Woods, though, spoke of the need for fairness in this issue. The discussion caused Mr. Wenstrom to move to rescind the amendment to the definition of improved properties created by the 1997-98 Board which grand fathered property improvements made before that time. The motion failed. It was then resolved to continue the current practice and accept its defects.
ALLOCATION OF SURPLUS UTILITY FUNDS - A letter written by Jim Davis on behalf of the Metropolitan Board (Appendix A) was read into the minutes. The letter requested use of funds from the Power Reserve Fund in order to move forward on work for the water system. There was initial hesitation because the $63,000 requested exceeded the amount currently in the account. There were also questions about the amount needed when only payment to Clyde Young for diagnostic work appeared to be needed immediately. Some thought was given to making the funds available in a loan, but an accumulation of loan indebtedness would prevent the Metropolitan District from receiving grants to assist in completion of system. Furthermore, a legal opinion provided to the Board by John Mitchell stated that the Power Reserve Account was created to collect funds for the installation of telephone, electrical, and water services on the Ranch. Thus, application of the funds to other Ranch purposes is inappropriate. Since the directors mutually agreed that completion of the water system is the highest priority in Ranch business, P. Miner moved to assign the available funds in the Power Reserve Account to the Metropolitan District for the completion of the water system. The motion passed.
REVENUE GENERATION IDEAS - In the absence of Jim Davis there was no report.
COMMITTEE REPORTS - The President reminded all committee chairs to post committee meeting minutes on the web site and bulletin board.
1. Common Area - M. Hughes reported that the Road Committee is attempting to complete road improvement projects, but the weather is hampering efforts. Red ash was approved for use in installing a culvert at Fisher Peak and Tin Cup Trace. The Road Committee is considering using additional red ash on the service road north of Cottonwood. Mr. Hughes wondered if he could negotiate with the Merrills on the use of their red ash. The Board affirmed the autonomy of committees to act in their area. Mr. Hughes also reported that the General Appearance Committee had identified eight projects and had requested $10,000 to complete them. An additional report was filed after the meeting and can be found in Appendix B.
2. Emergency Services - R. Johnson reported that the committee would focus on two issues this year: 1) Improvement of neighborhood Watch, and 2) 911 Improvement. The 911 sub-committee will be chaired by Dennis Scott with M. Hughes, R. Johnson, and J. Davis serving as members. The next meeting will be 4:30 P.M. Monday, December 17 at the Johnsons'. Gene Downs added that 95/104 lots petitioned for inclusion into the Fire District have been approved through the November 6, 2001 Election.
3. Covenant - B. Santoro reported that the committee will concentrate on Covenant articles 3.5 (Proxies) and 7.1.1 (number of votes needed to amend).
4. Communication - H. Vaugeois reported that the committee was in the process of changing the look on the web site, and creating a new section to be called Construction Connection. Roberto Jordan has been very useful in its creation.

NEW BUSINESS

ANNUAL MEETING DATE - B. Santoro indicated he had no report, but interpreted the Covenants as allowing the Board to decide freely when the annual meeting would be held. President Vaugeois listed the possible choices as: 1) Hold a town hall meeting before the summer picnic and the annual meeting in the fall, or 2) move the annual meeting to coincide with the summer picnic. She called for a motion for the choices. When a motion did not appear she concluded that for lack of interest and until stronger member opposition surfaced the meeting will remain in October.
BOARD MISSION STATEMENT - The president announced several items developed during the Board’s working session held November 9. The first was the Board’s mission statement: To follow the By-Laws and Covenants and take care of the Ranch. This was accepted by mutual consent.
BOARD GOALS - By mutual consent the following were agreed to be the Board’s goals for 2001 -2002: 1) Completion of the water system 2) Find money for road improvement , and 3) Increase involvement in committees especially among new members. The increasing of revenue for road repair and future needs was mentioned as a possible goal. Since the most probable sources of additional revenue are our natural resources, this goal was referred to the Common Area Committee.
FUNCTIONS AND DUTIES OF COMMITTEES - Next she announced the Board’s policy on committees. All the directors recognized each committee’s autonomy to work and legislate in its area of concern. Committee chairs agreed to take these generic actions: 1) Establish a clear mission statement, 2) Address the tasks of the previous year’s committee. Complete, extend, or create new tasks, and 3) All action taken by a committee including prior discussion should be recorded in the committee’s minutes. Documentation is a major priority. This was accepted by mutual consent.
PROCEDURES FOR COMMITTEE OVERLAP DECISIONS - In the case of conflict between committees on dealing with a particular issue the following procedure was agreed by mutual consent to be followed: 1) The committee chairs need to consult, 2) The focus of the committees should be clarified, 3) If resolution can not be reached, a new committee should be formed to address the issue. This committee should be composed of members from the contending committees, 4) Should resolution still not occur, it will come to the Board of Directors for arbitration with the President breaking any tie in voting, 5) Take the decision back to the committees and move on.
CONSERVANCY CONTRACT - The final contract will be available for signing at the first of the year. It will be signed in the new year to reduce our costs. The lease is $500 and GOCO will pay $350 of it. The signing will be done at a special meeting, or by mutual consent.
2002 BUDGET - B. Wenstrom presented the 2002 Budget (Appendix C). The income will be affected by the CPI which he found was 1.9% in November (the last month will be used as the index, so the next month’s bills can be done.) Dues income is based on 120 improved and 329 unimproved properties. It was decided to make the General Appearance Committee’s budget a line item under Common Area. It was also agreed to add $500 to Emergency Services to account for expected expenses in improving signage for the 911 system. R. Johnson then moved that the Budget be accepted as amended. The motion passed. In light of previous discussion during the morning, B Wenstom moved that the POA investigate the possibility of retaining local legal representation. The motion passed and he will assume the responsibility for research.
WORKING SESSION PROPOSALS - At the working session it was agreed that in 2002 the Board would meet in regular session February 16, June 15, October 19, and December 21. All these meetings will be at 9:00 A.M. in the Sullivan Room at Trinidad State Junior College. Budget Committee meetings will take place on May 18 and September 21. These meetings will be at 9:00 A.M. at B. Wenstrom’s home.
BOARD RECOGNITION - E. Hockett moved that the recently departed Board members who completed three year terms be awarded a remembrance for their service. The motion passed. President Vaugeois assigned the task of picking the remembrance to the Communications Committee and the cost will be deducted from its budget.

FROM THE FLOOR

Gene Downs alerted the Board that the Fisher Peak Fire Protection District is considering a sub-station for the Ranch. It has set aside $28,000 for its construction, and additional grant money is available. The POA must decide if it wants it. It would probably be built in the conservancy above the middle pond on Gallinas close to a water supply on a flat area not in the flood plain. R. Johnson moved that the POA go on record as supporting the investigation of the feasibility of establishing a Fire District sub-station on the Ranch. The motion passed.
John Woods advocated the advisability of having a Ranch planning committee to consider and plan for desired features on the Ranch. President Vaugeois designated Vice-President Mike Shelton to coordinate planning for the Ranch with the Metropolitan District, Fisher’s Peak Fire Protection District, and the POA.

ADJOURNMENT - The President asked if there was a motion to adjourn. It was moved, seconded, and passed. The meeting adjourned at 12:35 P.M.

Board of Directors
Santa Fe Trail Ranch Property Owners Association
P.O. Box 830
Trinidad, Colorado 81082

On behalf of the Santa Fe Trail Ranch Metropolitan District and its Board of Directors, I present this request for financial assistance in funding the completion plan for the Santa Fe Trail Ranch water delivery system.

As we have discussed in prior POA budget committee meetings and more thoroughly at the Town Meeting and Annual Meeting of the POA in October of this year, the Metropolitan District is faced with a situation where the contractor hired to install and deliver a completed and sanitized water delivery system under AWWA and Colorado Department of Health and Water Quality standards has failed to complete the contracts. The Metropolitan District and its Water Committee have formulated a plan for completion of that system, whether or not the original contractor, OPEC, or the contract bonding company, Intercargo Insurance Company, fulfill their legal responsibilities. The Metropolitan District has notified both the original contractor and the bonding company, through its legal counsel, of their failure to perform to date and its intent to sue for compensation and damages if it is forced to complete this project through other means.

As OPEC has continued to create and use every excuse possible to avoid completion of their contract and as the bonding company apparently is creating its own reasons for avoiding their responsibilities under the current and valid bonds, it is imperative that the Metropolitan District, in protection of the integrity of the system that has been installed, but not completed, make the necessary arrangements to complete it itself, without further delay. To that end, the Metropolitan District has contracted with a water engineering firm, Clyde young Company to complete an engineering analysis which will tell it what needs to be done to render it operable. In addition, with the assistance of Clyde Young Company, we have received bid proposals from four qualified contractors to complete leak testing and sanitization of the system in preparation for State Health Department testing, which the City of Trinidad Water Superintendent has offered to do for us.

The engineering contract is a "not to exceed contract" for $8450.00. The remaining construction required (leak testing, fixing leaks and engineering adjustments) is estimated at approximately $40,000.00. The original proposal for sanitization was $15,000.00, however that was received over a year ago. One of the contractors currently bidding for the construction work also has the equipment and experience to sanitize. We feel there is an economy there that will hopefully offset any "inflationary" effect on the original bid.

Therefore, with an anticipated cost of approximately $63,000.00 to get us to the point of being able to seek State Health Department approval, we are requesting that the POA Board assign the excess funds in the original Power Account to the Metropolitan District, under the format that the original Water and Telephone Account balances were assigned in early 1999 when the Metropolitan District Bonds were issued. The Metropolitan District pledges to use its best efforts and all available remedies to obtain reimbursement and compensation from both OPEC and Intercargo Insurance Company for the costs of completing our water system and rendering it operable, if it is necessary to do so. The Metropolitan District further pledges to reimburse the POA for the funds it assigns to the District from the proceeds of litigation, should it be necessary.

We ask that the POA Board consider and approve this request at the December 15, 2001 Board meeting, as the engineering report is due within 30 days and the Metropolitan District would like to award the construction contract as soon thereafter as possible. In the event OPEC and/or Intercargo Insurance Company step forward to fulfill their legal responsibilities, we will immediately advise the POA Board and the assigned funds returned.

On behalf of everyone, I thank you for your time, consideration and responsible action in this matter.

V. James Davis, President
Santa Fe Trail Ranch Metropolitan District
P.O. Box 1003
Tinidad, CO 81082

The Common Area Committee is responsible for the repair, replacement and maintenance of the Common Area. In order to distribute the workload and simplify the administration of this committee, the sub-committee organizational approach will be employed. At this organizational meeting, we will discuss and organize the following possible sub-committees and appoint a chair for each sub-committee. These sub-committees will meet on an as needed basis, maintain minutes of these meetings, and the sub-committee chair will attend monthly Common Area Committee meetings to report on the activities of their sub-committee. The Common Area Committee will meet monthly to administer these various sub-committees on the first Wednesday of every month beginning February 6, 2002 at 6:00 pm at the home of Michael Hughes (Lot B87 – 32300 Spruce Lane).

Michael Hughes chairs the current Road Sub-Committee. The responsibilities and policies of this sub-committee are outlined in a Road Sub-Committee Statement. The budget categories for which this sub-committee will be responsible are “Road/Bridge/Culvert” ($130,717) and “Snow Removal” ($10,000).

Bill Wenstrom chairs the current Weed Control Sub-Committee. The budget category for which this sub-committee will be responsible is “Weed Control” ($1,700).

The Ranching Sub-Committee will be responsible for interfacing with the cattle rancher and the administration and utilization of the Grazing Lease income budgeted under “Fence Repair” ($12,900).

Peggy Obrey and Jan Ferrero have volunteered to co-chair the General Appearance Sub-Committee. This sub-committee will assume the responsibility for the various common area facilities, including the entrance building, signs, mailboxes, bulletin board, and dumpsters. This sub-committee is financed under the budget item “Bldg/Equip/Signs” ($10,000).

This sub-committee should be established to finalize and sign the Greenlands Lease and to manage the Gallinas Conservancy according to the terms and conditions of that lease. There is currently no budget available for this sub-committee.

This sub-committee should be formed to investigate the potential of various resource development, money-making ideas that have been suggested such as development of the gas well and timber harvesting. There is currently no budget available for these activities.

Other subjects that have been discussed and reasonably fall within the Common Area Committee responsibilities include jeep trail maintenance, POA equipment ownership, and a fire sub-station. A sub-committee to address these issues may be formed if appropriate.

Anyone seriously interested in chairing any of these various sub-committees should attend this meeting on January 9, 2002 at 6:00 pm at the home of Michael Hughes. For further information, please contact Michael Hughes at m.r.hughes@mindspring.com or call (719) 845-4080.