KICA Board of Directors Meeting

December 4, 2006, 2:00 p.m. - Sandcastle

• Dick Sula, President
• Russ Warren, Vice President
• John Wilson, Treasurer
• Avril Fenwick, Director
• Hal Fallon, Director
• Russ Crane, Director
• Buddy Darby, Director (late arrival)
• Joe Bunting, GM
• Tammy McAdory, Staff
• Joe Croughwell, Staff
• Deborah Retalis, Staff
• Tomi Moore, Staff

1. Call to Order, Verify Quorum – Mr. Sula called the meeting to order at 2:00p.m. with a quorum of directors by Messrs. Sula, Warren, Wilson, Fallon, Crane, and Mrs. Fenwick.
2. Approval of Minutes
1. November 6 Minutes (encl.) (audience handout) – Dr. Fallon moved approval of the November 6, 2006 board minutes. Mrs. Fenwick seconded the motion. Those in attendance carried this vote unanimously.
3. Administrative Reports
1. Joe Bunting, General Manager
1. Board Housekeeping - (enclosure) Staff sought board approval of by-law amendments to correspond with 2006 covenant amendments approved by members’ vote. Mrs. Fenwick moved to approve by-law amendments. Mr. Wilson seconded the motion. Those in attendance carried this vote unanimously.
2. Administrative Housekeeping - (enclosure) Information only. Staff submitted a property exchange to Charleston County RMC office to be a matter of public record. President Sula asked staff to confirm that resort would be billed for surveying and miscellaneous charges. Staff affirmed that it was in the process of billing the resort for both surveying and legal costs.
3. Mosquito Control Announcement - (post packet hand-out enclosed as exhibit A) KICA will host a panel discussion on January 12 from 2-4 p.m. in town council chambers. The panelists will be Joseph Conlon, technical advisor for the American Mosquito Control Association and Ben Rosenberg, senior vice president for the National Pest Management Association.
4. Sandcastle First Floor Renovations – status report. There are meetings with architect and contractor biweekly. Connie Samford is the staff ‘s project manager and is working closely with Kay Narmour. The completion date set is for April 20, 2007.
5. Flu Clinic Follow up - On December 1, KICA hosted a flu clinic for members, Seabrook residents and staff at Town Hall. Over 40 members participated. Staff would like this to be an annual event held in November as a member service.
6. Member Comments – (enclosure) Mr. Bunting reviewed the response to member comments.
7. Operations Committee Mail Votes – (enclosure) The operation committee voted to allow the resort to sponsor horse-drawn carriage rides between Thanksgiving and Christmas from the Sanctuary to Turtle Point beginning December 2.
2. Security Report - Joe Croughwell, Director, Security and Safety
   1. Vehicle Decal Replacement Fee - (enclosure) Staff sought approval to amend member decal policy to require $25.00 fee for replacement decal when previously issued decal is not returned to administration office. Mr. Wilson moved to approve fee of $25 provided member does not return previously issued decal. Mr. Crane seconded the motion. Those in attendance carried this vote unanimously. Mrs. Fenwick stated that additional issues with decals include: members relocating and/or selling property and the frequency of decal replacement. These issues will be reviewed by the SSAC.
   2. Covenant Compliance (enclosure) - November report
   3. Daily Security Log (enclosure) - November report
   4. Board Security Report - (enclosure) October monthly statistics. Dr. Fallon inquired of the significant increase in V-gate entries. Mr. Croughwell responded that the increase is under investigation.
   5. Employee Safety Committee (enclosure) - November report
3. Controller’s Report - (encl) Deborah Retalis, Controller

   Mr. Bunting commented on the open budget forum held at KICA on November 15. He reported several comments and questions to include:

   1. Comment on the 150% assessment language. Staff responded the board would discuss at the January board meeting.
   2. Question on the water increase on the assumption. Staff researched and added a 10% increase for irrigation and water use in offices.
   3. Question concerning Maze of Ks. Changes will be made and posted to the web as well new member CD.
   4. Comment on changing all department “hourly wages” verbiage to “wages” as some employees are not hourly. Change has been made.
   5. Question about the use of Rhett’s Bluff in respect to the deed provisions that it only be used for boating and fishing purposes. Could members use for recreational purposes if membership decides through referendum? Staff responded after research that deed provision takes precedence over membership referendum.
   [Mr. Darby arrived at 2:20 p.m.]
   1. 2007 Budget Approval (enclosure) – Deborah Retalis summarized the 2007 budget. Staff sought board approval of the 2007 budget. Mr. Wilson made a motion to approve with a clarification of the 10 year MRR projection to be a vote only for the 2007 year and not years 2-10. Mrs. Fenwick seconded the motion. Those in attendance carried this vote unanimously.
4. Committees
   1. Committee Reports – no committee reports
   2. Board Liaison Reports
      1. Avril Fenwick
         1. Security Advisory - Mrs. Fenwick reported committee to research solutions to false fire alarms and increased traffic through the V-gate.
      2. Hal Fallon
         1. Land and Lakes Management Advisory - status of landscaping revitalization projects. The surveys are complete and there has been initial discussion with landscapers as well as some committee members assisting with the design. Norm Shea continues to investigate pesticide use by mosquito misting systems.
         2. Architectural Review Board - no report
         3. Covenant Compliance - status report
      3. Russ Warren
         1. Human Resources - The committee is studying methodology for employee bonuses in 2007.
         2. Community Services - researching another method of recognizing volunteers.
      4. John Wilson
         1. Major Repair and Replacement - The committee continues to search for methods to upkeep and for the common bridges.
         2. Finance Advisory - Committee discussed with the HR chair the use of the budget as a tool for determining bonuses.
      5. Russ Crane
         1. Community Center Advisory - Sub-committee is investigating fitness equipment and its costs. The committee will advise Kay Narmour of its findings. Committee is researching the art guilds request to hang art in the Sandcastle. The committee should make a decision at the next meeting.
5. Unfinished Business –
   1. Jackstay/Forestay Common Property, Clarification - (enclosure) The board wished to clarify its ideas about Jackstay/Forestay common property. The board has not approved a leisure trail for this area and has found no compelling reason to do so. It would revisit, however, should changes occur in existing conditions.
6. New Business
   1. Governance & Operating Structure - Richard Sula (enclosure) After giving some background as so how the board arrived at its decision, President Sula read the following statement that was to be delivered as a special edition of the Digest to the association’s members on December 4.

      ‘From the board’s viewpoint, the future of your association is bright. Today Kiawah Island is approximately 70% developed. As the island continues to grow, the association must develop opportunities to enhance members’ quality of life, preserve and enrich the island’s habitat-centered natural environment, and provide access to stimulating recreational and cultural amenities.

      Capitalizing on these opportunities will require the board’s energy and focus. We retained an organizational consultant to confirm the board’s view about focusing on long range planning. Through the consultant’s work and our deliberations, we believe the time is right to vest the staff with greater authority to operate the association, allowing more of the board’s time to plan for the island’s future.

      We are pleased to announce that beginning December 4, the organization’s structure will change to facilitate the new direction. First, the current general manager, Joe Bunting, will be designated Chief Operating Officer, responsible and accountable to the board. While general association policies will continue to be established by the board, operational decisions will be made by Joe and the staff. The current committee structure will be altered and volunteers will now advise the COO rather than the board. We believe the change will lead to committee recommendations being evaluated with increased efficiency. This should result in more members willing and able to volunteer. The present committees’ work will remain as currently defined until their charters expire at the annual meeting in March 2007. Consistent with the above and reflecting a more strategic focus, the board will implement a new long-range planning initiative, which is a key component of the new direction. In accordance with the shift from operational to strategic, the board President will become Chairman of the Board, and the Vice President will become the Vice Chairman. The decision to move forward with these organizational changes is made with confidence, given the experience and quality of the staff and the financial health of the association. The past two member surveys have clearly reflected the membership’s view that we have a great staff. Our financial auditor tells us we are operating with good controls and our reserves consultant states the association’s infrastructure is well funded. We believe with these changes the board can better serve the membership by allocating ample time to focus on what matters most— extraordinary future opportunities, the association’s long-term health and complex multi-year issues such as access to adequate recreational amenities and the preservation of Kiawah’s natural beauty and wildlife habitat.’

      President Sula further explained the transition with an organizational chart. The organizational chart along with a more detailed explanation of the organizational structure appears on the website. President Sula also announced that the board would hold a question and answer session on Tuesday, December 5, at 10 a.m. and 2 p.m. in the KICA conference room and invited members to attend.

      Mr. Sula moved to approve the new organizational structure. Dr. Warren seconded the motion. Those in attendance carried this vote unanimously.

   2. Governing Documents - Richard Sula
      1. Proposed By-law amendments (enclosure) Staff sought board approval to amend the by-laws accordingly to recognize the governance changes. These amendments signal an operational shift for board and COO. Dr. Fallon made a motion to approve these amendments. Russ Crane seconded the motion. Those in attendance carried this vote unanimously.
      2. Resolution – President/Vice President/General Manager (enclosure) Staff sought approval of resolution recognizing title changes, one of which is a change in titles as follows:

         President	to	Chairman of the Board
         Vice President	to	Vice Chairman of the Board
         General Manager	to	Chief Operating Officer

         Mr. Crane made a motion to approve this resolution. Mr. Wilson seconded the motion. Those in attendance carried this vote unanimously.
      3. Resolution - Board Meeting Procedures (enclosure) Staff sought board approval of resolution amending board meeting procedures in line with governance changes. Mr. Crane made a motion to approve this resolution. Mrs. Fenwick seconded the motion. Those in attendance carried this vote unanimously.
      4. Resolution - Board Service Overview (enclosure) Staff sought board approval to amend the overview in line with governance changes. Dr. Warren made a motion to approve this resolution. Mr. Darby seconded the motion. Those in attendance carried this vote unanimously.
   3. Woodlands Preservation - Richard Sula (enclosure)- Chairman Sula gave a general statement about board’s plan to place a proposed covenant amendment on March 07 annual meeting ballot. Board will consider this matter again at its January meeting.
7. Adjournment - having no further business to conduct, the meeting was adjourned on motion duly made and seconded.
8. Member Comments - There were no member comments

Submitted by: