KICA Special Board of Directors Meeting UNAPPROVED
September 12, 2000
3:00 p. m. - Sandcastle
[FIRST SUBMITTED SEPTEMBER 18]
Present:
Pete Trees, President (via teleconference) Joe Bunting, Staff
Townsend Clarkson, Vice President Mike DeFalco, Staff
Bill Wert, Secretary Jessica Schoeffield, Staff
Pat McKinney, Director
Buddy Darby, Director (late arrival)
Jon Weitz, Director
Others in attendance are listed on the meeting attendance sign-in.
Absent:
Tom Keating, Treasurer
1. Call to Order - Verifying quorum, Mr. Clarkson called the meeting to order at 3:02 p. m., and turned the floor to Mr. Trees, who spoke via teleconference.2. Cassique Access Agreement - Mr. Trees summarized the reasons for having two board meetings within a week of each other. He provided some background information on the Cassique Access issue. The Development Agreement of 1994 states that members of private clubs on Kiawah have the right to access their clubs. Mr. Trees said this was not the issue. The issue was better stated as: what would be a fair exchange to the Association for the use of its roads, common properties, and security?
[Mr. Darby arrived at this point.]
Mr. Trees stated that KRA had approached KICA several months prior to provide a decal for Cassique property owners, who will all be Kiawah Island Club members. Providing decals presented benefits over issuing paper passes (less traffic tie-up at the gate), but KICA still believed that Cassique owners should bear some of the cost for use of the infrastructure. He mentioned that the idea of paying for the use of KICA's roads is being considered by the Finance Advisory Committee in the form of a gate access fee for all non-property owners. The issue of imposing a gate access fee would make granting decals to Cassique owners more complex. Both KRA and KICA agreed to seek outside counsel (Kenneth Krawcheck of Krawcheck and Davidson) on providing decals to Cassique owners. Negotiations ensued, and the following agreement was drafted:
KICA will issue decals to up to 275 property owners on Cassique. Cassique Property Owners Association will handle the administrative work involved. Each property owner on Cassique will pay KICA either half the assessment for an undeveloped lot or half the assessment for a developed lot, according to whether the Cassique property is developed. This payment will help fund security and right-of-way maintenance expenses. KRA will reduce the number of vested units on Kiawah by the number of lots developed on Cassique, in the interest of restricting the number of users of KICA's roads. KRA will amend the Development Agreement annually to account for the reduction in vested units on Kiawah. Finally, at the request of the Property Owner Directors, KRA will not seek bulk passes for other off-island developments in the future (such as Mullet Hall).
Mr. Trees moved board acceptance of the proposal based on the above conditions. Mr. Wert seconded the motion. This 2-3 vote was carried unanimously by those in attendance. Abstained from vote: Mr. Clarkson, Mr. McKinney, Mr. Darby.
3. Recommended Covenant Amendment to Reduce Quorum - Mr. Trees informed the audience and the board that last year, about 20 to 30 people solicited proxy assignments by phone, and quorum was only surpassed by seven votes. The quorum requirements are as follows: 51% of the membership to hold the meeting, 60% for covenant changes. Mr. Trees asked the board if they wished to reduce the quorum requirement, and if it does, then the issue will be passed on to the Governance Committee for a specific proposal before the October 24 board meeting. Mr. McKinney stated that he understands the difficulty in achieving quorum. He felt that other measures should be taken to enhance the response of owners before reducing quorum through a covenant change. For example, if the annual meeting packet was streamlined, owners might look at it upon receipt rather than putting it aside until it's too late to vote. Mr. Trees thought streamlining the packet to be more customer-friendly was a good idea in addition to reducing the quorum. Mr. Wert stated that the Governance Committee had already looked at this issue and would be glad to address it for the board on October 24. He asked Joe or KRA marketing to come up with a means for simplifying the annual meeting packet by October 24, also. Mr. Clarkson wanted to task Joe or the Governance Committee with review of the covenants to determine what a quorum reduction would do to impact the weighted voting system. He asked the board to be reasonable in its decision making.4. Adjournment - With no further business to conduct, the meeting was adjourned on motion duly made and seconded.
Submitted by: Approved at 10/24/00 Meeting
Jessica Schoeffield William G. Wert
September 18, 2000 Secretary
Laura Pulleyn, 136 Augusta National - Mrs. Pulleyn asked at which board meeting was the vote taken to let the Property Owner Directors seek outside counsel on this issue of Cassique Access.
Beverly Pawson-Liebman, 144 Red Cedar Lane - Mrs. Liebman asked if the Cassique decals will be distinguishable from the Kiawah Property Owner decals? Mr. Clarkson answered Mrs. Liebman's question, stating that Cassique decals were intended to be different from property owner decals.