Twin River Ranch Property Owners Association
Annual Members Meeting Minutes
Hoots Café, White Bird
Call to Order: President Pete DeSantis called the Annual Meeting of the Twin River Ranch Property Owners Association (“TRRPOA”) to order at 10:42. President DeSantis commenced his remarks, but not long into the remarks the Association members endorsed by voice vote not having the meeting proceedings recorded via a video camera.
The following items were topics on the President’s agenda, and each topic was opened for discussion among the Members present:
- TRRPOA equipment, and the lease signed with the Equipment Operator to store the equipment;
- Road maintenance and priorities, including the estimates of which roads currently supported full time residents and which supported part time residents;
- Third party bids received to improve portions of Shuck Creek Road and Pine Ridge Road;
- Contract awarded to Wild Web West for the TRRPOA website development and maintenance;
- Dues increase of $20 for a total of $200 per annum for lots not served by the Doumecq Highway District
- Board Rules as introduced in the May Mailing. Tammara Otto moved that the rules be amended to state that all Board meetings will be open meetings. The motion was seconded by John Raynor. Prior to a vote, the Secretary asked the volunteer greeters/tellers for the voting power within the meeting; a minimum of 33 1/3% of the voting power of the Association is required to add items to the agenda. The tellers reported voting power of 95, in excess of the threshold. The motion was further clarified to require the posting of an agenda thirty days prior to the meeting to allow for Members to review, and the final agenda to be posted 15 days in advance. The motion carried.
- Cluster mailboxes. President DeSantis asked for a vote of interest in TRR being serviced by cluster mailboxes. There was insufficient interest in the proposal.
The Treasurer delivered his report, and various members requested additional information on specific line items.
The Road Chair delivered the road report.
After the delivery of the reports, discussion turned to the proposed adjustments to the Bylaws and Covenants. The proposals were discussed in order. For the third proposal, Larry Dunn proposed that the title of the amendment be changed to Amendment of Bylaws, and the language amended in the first sentence to read “At least twenty-five percent of all Members as represented in person or by proxy entitled to vote, shall be required to constitute a quorum at a meeting of Members to conduct business”. Phil Lesquereux second the motion, and the motion to change the language in the proposal carried.
During the discussions of the proposed adjustments to the Bylaws and Covenants, Craig Wood moved that the percentage of Members required to change language in the Covenants and Bylaws be reduced from 75% to 66 2/3 %. Barbara Macy seconded. There was considerable discussion about the impact of such a vote, with TRRPOA attorney Joe Wright expressing concern about the impact of the change. Mr. Wood withdrew the motion.
On the sixth proposed covenant amendment presented, Gail Chapman moved that the language be revised to read “…no expenditure in excess of $5000.00 shall be allowed without prior approval….”. The motion was seconded by Tammara Otto, and the motion to change the language passed.
Nominations for Board Positions: The following individuals were nominated to the ballot for the two open board seats in addition to Joe Thyne’s previous nomination:
- Richard Dunford
- Dale Jensen
- John Raynor
- Wolfgang Shubert
- Tammara Otto
- Darrin Malinowski
- Susan Schubert
Al Bolden moved to close nominations, seconded by Dwight Miller. The motion carried.
While votes were counted, discussion turned back to the agenda, and the letter that Tammara Otto sent to all board members. She moved that a vote be called to remove President DeSantis as Board President. Deanna Thyne seconded. Both the Bylaws and Idaho Statute don’t allow for Members to remove an Officer from their position. Tammara Otto moved that President DeSantis be removed from the Board of Directors. Deanna Thyne seconded. The motion failed. Tammara Otto requested that a special meeting be held to remove Pete DeSantis from the Board. A sufficient amount of the total Membership voting power (greater than 10% of the Membership) concurred that a special meeting should be held.
John Raynor moved that the TRRPOA reimburse Tammara Otto for her legal fees with respect to the suit brought by TRRPOA. Deanna Thyne seconded. The motion failed.
As a result of the length of the meeting, and concern that a significant number of members had left, President DeSantis adjourned the meeting at 2:35.
Results of Elections:
Subsequent to the adjournment of the meeting, ballots were counted. No Member received a majority of votes as required by the Bylaws, and no adjustments to the covenants passed with the 75% approval level required for adoption.