TWHCA

Woodland Heights Community Association/Board of Directors

Meeting Minutes

December 6, 2005

Opening:

The second meeting of the new Board of Directors of the Woodland Heights Community
Association was called to order at 7:13 p.m. on Tuesday December 6, 2005, at the home
of John Kenny by President/Chair L. Bentley.

Present:

Lee Bentley President/Chair _
John Hay Vice President _
John Kenny Board Director _
Sandy Mackay Treasurer _
Bob McKnight Board Director _
Cyrese Samuel Secretary _
Ian Taylor Board Director _
Bill Waterhouse Board Director/WHPL Rep. X

A. Approval of Agenda

The agenda was unanimously approved as distributed.

B. Approval of Minutes of last Board Meeting

President L. Bentley moved that minutes from the board meeting held on
November 7, 2005 be accepted. I. Taylor seconded. The minutes were
unanimously approved as distributed.

C. Open Issue

1. J. Kenny gave a report on the status of his insurance research. J. Kenny was
looking into quotes on one million dollars coverage for protection for the
Directors and the committees. He had looked into forms and found them too
detailed. J. Kenny. had decided to hold off until he finds out more about mass
policy "FOCA" for insurance. J. Kenny stated that it is of importance that we
know what each broker is offering in their servicing. J. Kenny had spoken to Tim
Withey as requested. Tim Withey had responded that it would be a possible
conflict of interest if he were to quote on the insurance and was therefore not
interested in giving a quote. It was discussed that the board is not expecting a
quote from him, but that we would like him to give us some direction on this

12/06/05 Page 1
Woodland Heights Community Association/Board of Directors

Meeting Minutes

matter. B. McKnight stated that he had spoken with Tim Withey and that Tim
would be willing to give us some direction regarding insurance. President L.
Bentley posed the question of whether there is any threat without the policy right
now. Treasurer S. Mackay expressed his concern regarding the potential threat to
Directors and Committee Members. As Directors acting on behalf of the
Association, he stated that we could possibly be involved in litigation, whether it
be legitimate or frivolous, and therefore be obliged to mount a defense that could
be expensive. Treasurer S. Mackay stated that it is important to have coverage as
protection against such possible exposure. President L. Bentley made statement
that as a board we would have to bring the acquiring of insurance to conclusion
soon.

Action Item Completion Date

1.1 J. Kenny is to circulate to the Board the Prior to Jan/09/2006
specifications that he is using with brokers to
get quotes.

1.2 President L. Bentley to provide J. Kenny with Jan/09/2006
4 copies of our bylaws.

1.3 J. Kenny is to let board view contracts to Jan/09/2006
see what is being underwritten.

1.4 J. Kenny is to give an update on insurance Jan/09/2006
information in the next board meeting.

2. The Board had a discussion regarding the next step involved for outstanding fees
collection. It was decided that a newsletter would be sent out in the new year to
all property owners giving updates from the board, information on committees, an
announcement about the new community website, and information on fees due
and past due.

Action Item Completion Date

2.1 Secretary C. Samuel to email an updated list of Dec/07/2005
all the property owners to Treasurer S. Mackay
for a comparison check on those who have or have
not paid their initial levy.

2.2 I. Taylor to go to Woodland Heights sales office Dec/13/2005
to get a property owner list with all of the
information that was originally requested by
the Board from Director B. Waterhouse
(second action item under Open Item number 4

12/06/05 Page 2
Woodland Heights Community Association/Board of Directors

Meeting Minutes

on the minutes from the last board meeting on
Nov/07/2005).

2.3 Treasurer S. Mackay to have a comparison list Jan/09/2006
of who has or has not paid their fees for next
board meeting.

2.4 Directors are to submit ideas on what information Prior to Jan/09/2006
they would like have in the newsletter.

2.5 I. Taylor, with the assistance of President Jan/09/2006
L. Bentley, is to develop a draft newsletter.

3. Club House Committee Chairperson B. McKnight gave an update of the Club
House Committee meeting held on December 3, 2005. A written report of their
discussion, conclusions, and questions to be put forth to WHPL, were handed out.
(Please see WHCA - Clubhouse Cmtee, Dec.3rd report). The board discussed the
importance of getting the answers in writing from WHPL soon, in order for a
foundation to go forward with planning whether it be the original plans or perhaps
other options. Committee Chairperson B. McKnight mentioned that in order for
the board to meet their obligations and deadlines regarding their possible input for
plans for the Club House, that the Club House Committee would require answers
to their questions within a month especially if construction is to begin in the Fall
of 2006 as stated as a possible start time by Bill Waterhouse at the AGM held on
October 22, 2005. (Please see page 2, paragraph 5 from The Woodland Heights
Community Association Minutes of the 1st Annual General Meeting). Committee
Chairperson B. McKnight also stated that the committee understands that WHPL
would need some time to review the questions and get the answers.

Action Item Completion Date

3.1 Directors are to review the hand out and get Dec/09/2005
back to Club House Committee Chairperson
B. McKnight with any feedback.

3.2 President L. Bentley and Committee Chairperson Dec/12/2005
B. McKnight are to draft a letter to be delivered to
WHPL.

3.3 President of (WHPL) B. Waterhouse, is to have Dec/19/2005
a week to look over the letter and attachment.
Committee Chairperson B. McKnight and
President L. Bentley will meet with WHPL, if
required, to provide clarification to the letter
and attachment.

12/06/05 Page 3
Woodland Heights Community Association/Board of Directors

Meeting Minutes

3.4 Director B. Waterhouse to circulate the written Prior to Jan/09/2006
response to the Board before the next board
meeting.

4. It was established that the Board definitely wanted a website.
Communications/Members Committee Chairperson I. Taylor posed the question
of what goals and objective the Board wanted for the Woodland Heights
Community Association website. The Board was asked whether they wanted the
site to promote the Woodland Heights development to the general public as the
site www.kingspontnotl.com that was given as an example to look at, or if we
wanted something simple that would serve only the Woodland Heights property
owners. It was decided by the Board that we could start off with something simple
and grow its functionality as required in the future. Committee Chairperson I.
Taylor suggested that the Board seek Roger Samuel's expertise in developing the
website. The Board discussed whether to have the site be public offering private
information to property owners only. The question of security concerns was
posed. It was stated that the original reason for the website was for
communication purposes and therefore at first it would be uni-directional,
whereby the board would provide information to the property owners such as the
board agendas, meeting minutes, committee updates, community announcements,
good news items, pictures, and possibly property owner contact information with
their permission, etc. Committee Chairperson I. Taylor asked the board what they
would like to see on the website. It was agreed that the board members would
submit their ideas to Committee Chairperson I. Taylor.

Action Item Completion Date

4.1 Secretary C. Samuel to find out what would be Jan/09/2006
involved in having a secured website and what
if any cost would be incurred.

4.2 Directors to give feed back to Committee Dec/09/2005
Chairperson I. Taylor as to what they would
like to see on the website.

4.3 Committee Chairperson I. Taylor to get written Open
permission from property owners prior to their
contact information being made available on the
website.

4.4 Committee Chairperson I. Taylor and Roger Jan/09/06
Samuel are to work on a draft website to
present to the board.

12/06/05 Page 4
Woodland Heights Community Association/Board of Directors

Meeting Minutes

5. Nature Sanctuary Committee Chairperson J. Kenny gave an update of his findings
regarding the nature sanctuary. He had met with Nancy from the town. His
findings were that the 200 acres that are in existence, have a block privately
owned which has access to Woodland Heights land. There was a discussion
regarding conservation easement. It was suggested that we find out what
commitments have been made by WHPL in doing trails, etc.

Action Items Completion Date

5.1 Committee Chairperson J. Kenny to check with Jan/09/2006
the registry office whether an easement exist.

5.2 Committee Chairperson J. Kenny to expand Open
membership of the Nature Sanctuary Committee
as soon as possible.

5.3 Committee Chairperson J. Kenny to have Feb/06/2006
the committee develop a list of fundamental
questions to set a basis for further discussions.

5.4 Chair Person J. Kenny to circulate questions Prior to Mar/06/2006
to the board for their input.

6. Treasurer S. Mackay gave an update to the Board regarding the status of setting
up a bank account. After doing some research on the local banking institutions
Treasurer S. Mackay choose the Royal Bank to set up the account because it
offered a package that fulfilled all the requirements and it was also affordable.
Secretary C. Samuel asked Treasurer S. Mackay about the possibility of getting a
security deposit box with the Royal Bank for document protection and to house
the seal. Treasurer S. Mackay stated that the account would be set up within a
week and that he would check into information on attaining a safety deposit box.

Action Item Completion Date

6.1 Board Members are to give personal Dec/07/2005
identification information to Treasurer
S. Mackay required by bank to set up the account.

6.2 Treasurer S. Mackay to find out from the Jan/09/2006
Royal Bank the cost and availability of a
safety deposit box.

12/06/05 Page 5
Woodland Heights Community Association/Board of Directors

Meeting Minutes

7. Vice President J. Hay gave an update of his findings in doing a comparison of the
two versions of the bylaws. It appeared that the bylaw copy distributed by Chuck
MacDougall was different in some areas than the copy distributed to the board by
former Interim Board President Bernie Timothy. Vice President J. Hay noted that
there were a few differences, one occurring in 5.2E and 6.1 regarding having
multiple property owners having one voting member. Another difference occurred
with 8.3 and 10.1F regarding the appointment of an auditor and auditor
committee, there is an apparent contradiction. Vice President J. Hay stated that
Bernie recommended that the board nominate the auditor committee and that the
members vote at the annual general meeting. The third difference was found with
8.6 contradicting 23.1 in regards to 11 people in person. A suggestion was made
to remove 23.1 all together. President L. Bentley recommended that Vice
President J. Hay revise the bylaw with notation of changes to be reviewed.

Action Item Completion Date

7.1 Vice President J. Hay is to email a clean Dec/13/2005
copy of revised bylaw with notation of changes
to the board members within a week for their
review.

D. New Business

Other business discussed was the image of Woodland Heights Community by the
local people in Huntsville and surrounding areas. J. Kenny expressed a concern
about creating a better image in town about our community. He suggested that we
do some image enhancement by making the town people aware of the good things
that the Woodland Heights community are involved in, for example the "2006
Winter Paralympics" being head up by B. McKnight and having the involvement
of volunteers from many of the people in the Woodland Heights community.
There was some discussion as to the validity of there being a need to enhance our
image as a community. It was however, agreed upon that "good news" items be
shared whether via our website or other local media. And that for the time being
that it was up to any individual(s) involved in something that was "good news"
worthy to go ahead with some kind of awareness recognition among the general
public if they so desired.

Action Item Completion Date

1. B. McKnight is to decide whether to go ahead Open
with promoting Woodland Heights involvement
in the "2006 Winter Paralympics".

12/06/05 Page 6
Woodland Heights Community Association/Board of Directors

Meeting Minutes

E. Agenda for Next Meeting

1. Insurance Policy Report - John Kenny

2. Clubhouse Committee Report - Bob McKnight

3. Communications/Members Committee Report - Ian Taylor

4. Nature Sanctuary Committee Report - John Kenny

5. Treasurer Report - Sandy Mackay

6. Bylaw update - John Hay

7. Other Business

Adjournment:

Vice President J. Hay moved that the meeting be adjourned. J. Kenny seconded. It was
agreed unanimously. Meeting was adjourned at 10:22 p.m. The next board meeting will
be at 7:00 p.m. on Monday January 9, 2006 in the home of John Kenny.

Minutes submitted by: Secretary - Cyrese Samuel

Approved by: