KICA Board of Directors Meeting

Monday, April 8, 2002 - The Sandcastle

MINUTES

In Attendance: Bill Wert, President Joe Bunting, Staff

Marty Yonas, VP / Treasurer Tammy McAdory, Staff

Fred Peterson, Secretary Tena Pentz-Totaro, Staff

Pat McKinney, Director Kay Narmour, Staff

Jon Weitz, Director Bill Westberg, Staff

Tom Hutchinson, Director (by phone)

Others in attendance are listed on the board meeting guest roster.

Absent: Buddy Darby, Director

1. Call to Order, Verify Quorum. Mr. Wert called the meeting to order at 2:00p.m., with a quorum present as follows: In person: Messrs. Wert, Yonas, Peterson, Weitz. By telephone: Mr. Hutchinson. (Mr. McKinney arrived shortly thereafter as noted.)

2. Approval of Minutes of February 18, 2002 (previously mailed) and March 17, 2002.(enclosed) [Mr. McKinney arrived at this point.] Mr. Yonas moved approval of minutes as submitted. Mr. Hutchinson seconded motion. Motion carried unanimously.

3.A.1. Administrative Reports. Joe Bunting

Resolution - Adopting Board Service Overview (enclosure) This was first presented at the February board meeting. After recommendations by legal counsel, several modifications were made relating to liability, fiduciary duty, and background requirements. Six months of prior committee service is no longer required to run for the board. Mr. Hutchinson moved approval. Mr. Peterson seconded. Motion carried unanimously.

3.A.2. Resolution - By-law Change to Add Indemnity Clause (enclosure) Intent for clause is to indemnify every officer of the corporation, every director of the board, and every committee member. Mr. Hutchinson moved approval of resolution as submitted. Mr . Yonas seconded. Motion carried unanimously. [By-laws will be so modified by recordation at RMC office. Included in the next reprinting of the bound version.]

3.A.3. Reminder of Earth Day 2002 Celebration, Saturday, April 13 (info only) KICA=s Earth Day celebration is part of the larger Nature Conservancy weekend which runs April 12 - April 15. We invite the membership to come out to Night Heron Park for the festivities which start at 9:00a.m. and run until 4:00p.m.

3.A.4 Long Range Plan Status Report

a. Status Report (handout enclosed as Exhibit A) Second status report on the Long Range Plan Cycle II with 77 action items. Of those 77 items, 40 have been completed, 20 are underway, and 17 are pending to date. Since last reported, 16 new items have been completed and 5 new items are underway.

b. LRP Goals (handout enclosed as Exhibit B.) This will also be posted at the association=s website. Mr. Wert suggested to the board moving the financial goal currently listed as #16 to a higher priority. Board consensus was to move goal #16 to become new goal #5.

3.A.5. CAI Course Follow-Up (info only) Seven of the nine members that registered attended the course on community leadership. The Community Services Committee hosted a lunch on Saturday for the attendees to talk about volunteerism and ask attendees their thoughts and comments about the course.

3.A.6. Security Department Report (enclosure) Routine report for period of February 2 through March 25 was provided to the board.

3.A.7. Recreation Department Report (enclosure at committee minutes) Kay reported after hours access to the fitness room has been in progress for almost three weeks without incident. A children=s yoga class will be added to the summer program.

3.A.8. Mail Votes

1. On March 7, the Operations Committee approved funding of $10,000 for a reprint of the Guest Guides for the coming season; these are out-of-stock. Funding is from 2001 surplus. Reimbursement through ATAX is being sought.

2. In accordance with authority granted at the August 9, 2001 board meeting, the Operations Committee on February 14, 2002 approved funding not to exceed $75,000 for the completion of KICA=s second floor. This is $10,000 below the maximum approved amount.

3.A.9 Member Questions from February 18 and March 17 Annual Meeting (enclosure) Joe summarized the response to Mrs. Kulick=s comments from the February 18 meeting (enclosed letter dated March 7, 2002). Mr. Wert will address comments raised on 3/17/2002 further in the agenda under new business.

3.A.10 2001 Audit Report (info only) We have received the 2001 audit report. As mentioned at the annual meeting, we received an unqualified opinion, which is very good news for us. There is one change to be noted. On page 17 of the audit, what=s shown as an $8,500.00 unfavorable variance, should be an $8,500.00 favorable variance. This does not affect the report. The audit report will be given to the board as information only and will be posted to the website. [Board consensus was to change page 17 accordingly before posting.]

4.A. New Business

1. Annual Meeting Advisory Motion re Water Rate Increase Appeal Mr. Wert reminded the board of the advisory motion from the annual meeting for KICA to join KPOG, the Town and other interested parties in appealing the water rate increase from KIU. Mr. Weitz asked if there were deadlines to object to the rate increase. After some discussion it was decided that the matter would be referred to the Governance and Planning Committee for their recommendation. If needed the board will vote by mail vote on whether to adopt the advisory motion. [During member comments, Town Councilman, Don McIver noted that it was too late to file appeals.]

2. Annual Meeting Comments regarding KICA Counsel (enclosure) As background information, Mr. Colapinto raised concern at the Annual Meeting about counsel Trenholm Walker=s perceived conflict of interest in serving as attorney for multiple entities for Kiawah. Mr. Wert had prepared a letter in response to Mr. Colapinto which he read. aloud. Mr. McKinney asked that the letter be amended to include the following; per the 1994 Development Agreement between KRA and the Town, which contains numerous provisions beneficial to KICA, including provisions for transition to begin occurring much sooner than the covenants would have allowed. One of the provisions also requires that Trenholm Walker=s firm continue to be employed as KICA=s legal counsel. A change in KICA=s counsel would require a Adual majority@ vote of the developer directors and the property owner directors on the KICA board, which we do not anticipate occurring. Mr. Yonas pointed out that Trenholm Walker=s experience has been beneficial and crucial to the work of the association to date.

1. Unfinished Business. None.

2. Adjournment. There being no further business, on motion duly made and seconded, the meeting was adjourned at 2:55p.m.

Submitted by, APPROVED at May 20, 2002 Board Meeting

Tena Pentz-Totaro Fred Peterson

April 12, 2002 Secretary