TWHCA

Woodland Heights Community Association/Board of Directors

Meeting Minutes

January 9, 2006

Opening:

The third meeting of the new Board of Directors of the Woodland Heights Community
Association was called to order at 7:01 p.m. on Monday January 9, 2006, 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. _ (was present part time)

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
December 06, 2005 be accepted. I. Taylor seconded as amended. The minutes
were unanimously approved with amendment to 2.1.

C. Open Issue

1. J. Kenny gave an update on the status of his insurance research. J. Kenny stated
that he had sent in the required paperwork to both LMS Pro Link from Toronto
and Canadian Broker Link in North Bay and to date had not received any
response from either broker.

J. Kenny stated that "FOCA" Federation of Cottage Owners Association is in the
middle of negotiation with a firm Athrens Counsel whereby they are waiting for
new rates at a better pricing. J. Kenny believes that we could probably get double
the product for two-thirds the price going with a mass policy through "FOCA".

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J. Kenny stated that he expected to have some information from "FOCA" in ten
days.

Treasurer S. MacKay asked what information was sent to LMS ProLink and
Canadian Broker Link, as it had been requested at the last meeting that the Board
of Directors be shown the specifications that were going to be presented to
prospective insurance companies. J. Kenny responded that the paperwork that was
sent in was only the initial forms he had been given to fill in from the actual
broker companies.

President L. Bentley stated that there was no reason to wait for the next board
meeting to get an update report on insurance, as we would not be meeting until
March. President L. Bentley ask J. Kenny if he could please inform the Board via
email as soon as he receives any information so that Board could respond and
insurance coverage could be acquired as soon as possible.

Action Item Completion Date

1.1 J. Kenny is to inform the Board of Directors Prior to Feb/01/2006
via email of any information he receives from
the "FOCA" negotiations and the other brokers
he has contacted for a quote on insurance
coverage.

1.2 J. Kenny is to let the Board view contracts to Open
see what is being underwritten prior to approval
as specified in action item 1.3 in the minutes
from the December 6th Board Meeting.

1.3 J. Kenny is to give a report on insurance Mar/06/2006
at the next board meeting.

2. Club House Committee Chairperson B. McKnight gave an update on the response
received from the letter given to President of (WHPL), B. Waterhouse. A Club
House Committee meeting was held on January 8th for those of the Club House
Committee that were available. Club House Committee Chairperson B. McKnight
gave a report of that meeting whereby two main points were identified by the
committee as requiring further discussion. B. McKnight stated point one as being
finances and point two as being control of design and build out of the Clubhouse.

In regards to point one, B. McKnight stated that the response from B. Waterhouse
indicated that "WHPL's" plans were that "after fifty lots, we would have
$300,000 in the kitty to put towards the construction of the club house plus the
club house lot and at that time a mortgage would be obtained to enable us to
proceed with construction of the club house. The mortgage would be paid off by a
combination of initiation fees from new homes completed, monthly fees from

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existing residents and a lease arrangement with Woodland Heights for office
space which could include Woodland Heights general supervision of the
property" (Response letter from B. Waterhouse dated January 2nd 2006).

Club House Committee Chairperson B. McKnight expressed that it was
understood from the marketing and contractual arrangements that the
homeowners contribution of the $6,000.00 was to be used towards capital
required for the construction of the Club House and the estimated monthly fee of
$80.00 was to be used for the management, operation, maintenance and repair of
the Club House and related facilities. Vice President J. Hay read to the Board
from the marketing materials that he had received, and stated that the marketing
materials clearly support this belief and he agreed with B. Mc Knight that it is the
general understanding of property owners.

Club House Committee Chairperson B. McKnight commented that the Club
House Committee, in its discussion on January 8th 2006, came to the conclusion
that homeowners/property owners of Woodland Heights in general were not made
aware when purchasing their property, that upon the construction of the Club
House that there would be the requirement of the residents to take ownership of a
mortgage on the Club House. He stated that those who were present at the first
meeting held at the Deerhurst Resort, heard for the first time that the expectation
was that the residents were to be responsible for the mortgage as told by "WHPL"
President B. Waterhouse. Club House Committee Chairperson B. McKnight gave
a summary of what was shared at theDeerhurst Resort meeting.

Club House Chairperson B. McKnight posed the question, are residents willing to
take on further financial responsibilities with respect to capital requirements and
are residents willing to use part of their monthly fees to pay down a mortgage? It
was discussed that there would be challenges to the Association, if it were to take
on the responsibility of the mortgage for the Club House in regards to contractual
arguments. It was stated that the Board could not enforce contracts between
"WHPL" and homeowners.

Club House Committee Chairperson B. McKnight asked the Board if we should
set the "WHPL" proposal before the homeowners along with a list of options as
listed by John Wright. President L. Bentley stated that we should get some
guidance/feedback from the home owners/property owners for their input and
solicit their views rather than the Board making a decision, and all the Board
Members in attendance agreed. Club House Committee Chairperson B.
McKnight posed a question to the Board for discussion, that if in fact this were
the route to be taken, what role would the residents expect the association to play
in the design and construction of the Clubhouse. This discussion led into the
discussion of item two which was, who would have control of the design and
construction of the Club House if the residents were made responsible for the
Club House construction capital/mortgage.

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It was agreed by the Board, that the discussion on the Club House resume when
Director B. Waterhouse was present in the meeting, as his input would be integral
to gaining an fuller understanding as to were things stood regarding the Club
House.

At 8:10 when B. Waterhouse arrived, President L. Bentley updated him as to what
discussions had occurred prior to his arrival, and then discussions about the Club
House resumed.

Club House Chairperson B. McKnight stated to B. Waterhouse that the
understanding of the Club House committee who were present at the meeting of
January 8th and other committee members who were contacted by phone, was that
the financing was not committed from "WHPL" which was the same stand taken
back at the Deerhurst Resort meeting, whereby B. Waterhouse indicated that
"WHPL" had made no commitment to using any of their funds to finance the
completion of the Club House, and by stating that they made no such
commitment, the assumption being made by "WHPL" was that the residents
should make up the balance. B. Waterhouse responded by stating that the plan
from the beginning was that "WHPL" would put in the property, $300,000.00
would come from the initial fees from the 50 houses prior to the starting of
construction of the clubhouse and that $800,000.00 was the approximated
expected cost. The plan was to have $300,000.00 and then take out a mortgage for
the rest of the amount required. B. Waterhouse stated that the original plan
included "WHPL" leasing space for a sales office.

Vice President J. Hay reiterated what was said earlier as he read from the
marketing material he had received from "WHPL" when purchasing his home,
whereby it stated that construction of the Club House would begin after 50 homes
had been built and that nowhere in the materials did it say that Woodland Height's
homeowners were to be responsible for a mortgage to fund the rest of the capital
required for the construction of the Club House.

I. Taylor asked B. Waterhouse for clarification as to what the
homeowner/property owners financial responsibilities were.

I. Taylor asked the Board if the bylaws established that property owners must be
members of the association, and legally whom were the Board representing? The
response to his question was that both homeowners and property owners are
members of the association and that their status was that they were either in good
standing or they were not depending on whether or not their initial levy fees,
annual fees or special assessments were paid. And that according to the by-law,
only those in good standing are given voting rights at meetings.

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The discussion about who would be responsible for a mortgage for the Club
House continued. President L. Bentley asked for clarification from B. Waterhouse
that the Club House be built by the funds given by the first 50 homes (the
$6,000.00 fee = $300,000.00) and the rest to come from future residents at which
point then the club house is to be handed over clear of any encumbrances. B.
Waterhouse replied that it couldn't work without an encumbrance. President L.
Bentley stated that if anything were to ever happen to "WHPL" with an
encumbrance on the Club House, it would then become a risk and obligation to
the homeowners.

Club House Committee Chairperson B. McKnight stated that he had talked to
some of the homeowners after the Deerhurst meeting and that the consensus
appeared to be that none of them were wanting to take on the responsibility of the
repayment of a mortgage and having an opened ended financial responsibility
which would be the burden of homeowners only and not property owners as to
date it is only those who have built a home that have contributed their initial
$6,000.00 and it is only the homeowner who will be contributing their monthly
fees once the Club House is built. B. Waterhouse responded by stating that he had
talked with some of the homeowners and that they had stated otherwise.

Committee Chairperson B. McKnight stated that the Club House Committee
didn't find the proposal as it is currently presented to be workable, however, they
would hold off making further comment on it until they have received the report
which is to include the new budget that "WHPL" are to have ready by the end of
January.

B. Waterhouse stated that the intent was as originally stated; they never really
gave thought to how the mortgage would work. He further stated that if the Sales
Office was to move into the Club House that could help in covering the cost.

B. Waterhouse stated that in regards to the design of the Club House he is open to
input and has always been open to input from the property owners. He said that
they have a concept for the design of the Club House, however the property
owners might have other ideas that they might like to see such as a room that
could hold up to 300 people for association meetings or other community
meetings.

Secretary C. Samuel suggested to B. Waterhouse that in regards to getting the
funds in a more timely fashion that perhaps "WHPL" should consider placing the
initial fee of $6,000.00 to be built into the sale of the property rather than having
to wait for the completion of the construction of the homes. B. Waterhouse
indicated that he wasn't certain that it could work with the pricing as it is
presently.

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Vice President J. Hay asked B. Waterhouse who would sign the contract for the
mortgage. B. Waterhouse responded that he was not sure, that the idea was that
we would all be responsible for the mortgage. He commented that even if
"WHPL" signed for the Mortgage he couldn't see how it could work without an
encumbrance.

After some consideration B. Waterhouse suggested an idea for collecting the
$6,000.00 from the property owners who were over their time for building on
their lots. As well he is going to consider having new property owners to be given
12 months period after purchasing their property to pay their initial Club House
fee.

B. Waterhouse agreed with President L. Bentley that "WHPL" would sign for the
mortgage and when the mortgage is paid then the Club House would be turned
over to the residents without any encumbrance.

President L. Bentley stated that we should still have input as to what goes into the
Club House. He also asked for the Board to be informed as to how the Club
House it is going to be financed and carried through.

President L. Bentley requested that "WHPL" include pro formas, with and
without a restaurant in their budget proposal that "WHPL" said they are to have
prepared for comment by the end of January.

Action Item Completion Date

2.1 B. Waterhouse to submit new budgets and report Prior to Jan/31/2006
as stated in his response letter dated Jan/02/06

2.2 B. Waterhouse to get proposal to the Board before Prior to Mar/06/2006
the next meeting with specifics i.e. who will be
held responsible for the mortgage.

2.3 B. McKnight to give an update report to the Board. Mar/06/2006

2.4 B. Waterhouse to be prepared to discuss Proposal Mar/06/2006
with the Board.

3. Communications/Membership Committee Chairperson I. Taylor handed out an
updated contact information list as well as a set of additional information to the
board. He offered to send an electronic email file for those who would want to
download the information into their own mailing software.

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Communications/Membership Committee Chairperson I. Taylor stated that he had
not received all the responses for authorization for use of contact information
from the association members.

J. Kenny asked whether the association should consider purchasing the software
"Maximizer" to transfer information easily for mail merging, etc. He
recommended its ease of use for all members.

Communications/Membership Committee Chairperson I. Taylor summed up the
proposed requirements list for the website that was email to the Board on January
7, 2006. (See details from the email titled Proposed Requirements List for
TWHCA Website as of January 7, 2006)

Communications/Membership Committee Chairperson I. Taylor stated that Roger
Samuel had begun work on the website and that it was looking great.

Secretary C. Samuel stated that Roger required data in order to continue with
completion of the website.

Communications/Membership Committee Chairperson I. Taylor asked if a
newsletter was still required and if the information could instead be shared over
the new website. A discussion was had about whether or not the newsletter would
still be required. The Board agreed that a newsletter was still required and that it
should include verbiage as to what the membership levy covers. It was also
suggested that it could be used to announce the new upcoming TWHCA website.

Communications/Membership Committee Chairperson I. Taylor recommended
that a procedure be put in place for the processing of information to be approved
prior to being put on the TWHCA website. The Board decided that the
Communications/Membership Committee could process the data received for
input and that the Board be emailed the input prior to the drop-dead date for their
comments. President L. Bentley recommended that we try this process to find out
its effectiveness. B. McKnight suggested that the Board try not to wordsmith the
material.

Action Item Completion Date

3.1 Committee Chairpersons are to send I. Taylor Prior to Jan/30/2006
information on their committee's vision, mandate
and any other information they would like to see
on the website about their perspective committees.

3.2 I. Taylor is to forward all data including the Jan/31/2006
welcome for the welcome page on website to
Roger.

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3.3 I. Taylor with the assistance of President Prior to Feb/01/2006
L. Bentley to develop a draft letter to association
members as indicated in action item 2.5 of the
12/06/2005 minutes.

3.4 I. Taylor to give an update report to the Board. Mar/06/2006

4. Nature Sanctuary Committee Chairperson J. Kenny gave an update of his findings
from his meeting with Nancy in town. He stated that the 200 acres are shown to
be in existence; however, they are not shown to have a survey or anything
suggesting its purpose.

Nature Sanctuary Committee Chairperson J. Kenny stated that the committee
would like to meet with Wayne and Robin. President L. Bentley recommended
that the meeting be set up as soon as possible. B. Waterhouse said that the
meeting could take place, however Robin would be the best person to speak with
and he is scheduled to be in Alaska. B. Waterhouse is to check into when Robin
will be returning.

B. Waterhouse stated that "WHPL" had tried to get permission for a dam to go
into the Nature Sanctuary to replace the damaged beaver dam, but so far they
haven't been given permission. He had stated that the dam had been damaged in a
bad storm, but there were other beaver dams constructed further down from it.

Nature Sanctuary Committee Chairperson J. Kenny asked B. Waterhouse if Robin
is on payroll. B. Waterhouse stated that he is. J. Kenny expressed concern of
financial responsibility and asked for B. Waterhouse to please specify.

Nature Sanctuary Committee Chairperson J. Kenny was asked to canvas the
residence to get the committee expanded. Some names of potential committee
members where suggested by a few of the directors.

Action Item Completion Date

4.1 J. Kenny with the assistance of B. Waterhouse Open
are to set up a meeting with Robin and the
Nature Sanctuary Committee as soon as it is
possible.

4.2 J. Kenny to canvas residents to expand the Prior to Mar/06/2006
Nature Sanctuary Committee.

4.3 B. Waterhouse to share specifics regarding the Prior to Mar/06/2006
financial responsibility of having Robin on
payroll.

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4.4 J. Kenny to give an update report to the Board Mar/06/2006

5. Treasurer S. Mackay gave an update to the Board. He stated that we now have a
bank account in which $657.65 was deposited and that he continues to receive
initial levy fees.

Treasurer S. Mackay stated that all outstanding liabilities have been extinguished.

Treasurer S. Mackay gave President L. Bentley a list of who have or have not
paid the initial levy fee. President L. Bentley asked that I. Taylor and S. Mackay
be responsible for keeping the list updated.

Treasurer S. Mackay handed out a draft copy of the budget and went over the
items covered in it, (see details in "The Woodland Heights Community
Association Draft Budgeted Revenues and Expenses for the 2005/2006 Fiscal
Year" handout).

The Board discussed whether we should do fund raising and whether we should
boost up the cost of annual membership levy to cover the cost of future
maintenance of common interest areas and other cost that my be incurred by the
different committees. Treasurer S. Mackay asked if there are common interest
areas that we will be required to maintain and if so should an item be put on the
budget at zero dollars for now to give reference to possible future requirements.
B. Waterhouse responded by saying that nothing would happen within the next 2-
3 years regarding these areas, therefore an item would not necessarily be required
for the budget.

Treasurer S. Mackay asked B. Waterhouse about the far side of the pond in
regards to liability on the road right of way. B. Waterhouse stated that the town
owns the road allowance and easement for the dry hydrant, however, he was not
certain that it had all been finalized. B. Waterhouse stated that the association has
no responsibility for those areas.

Action Items Completion Date

5.1 I. Taylor to get pricing from Roger Samuel Prior to Jan/27/2006
on hosting and other costs for the website and is
to forward the information to S. Mackay

5.2 Committee Chairpersons are to give a projected Prior to Jan/27/2006
estimation of all cost they anticipate incurring.

5.3 S. Mackay to check into getting a safety deposit Prior to Mar/06/2006
box as stated in action item 6.2 in the 1/09/2006
minutes.

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5.4 Treasurer S. Mackay to give update report to Mar/06/2006
to the Board.

6. Vice President J. Hay stated that he had sent the directors the bylaw changes. The
Board agreed to present the changes at the next Annual General Meeting. It was
recommended that the changes be made viewable for the association members on
the website prior to the next AGM and the Board agreed.

Action Item Completion Date

6.1 Secretary C. Samuel is to give Roger a copy Prior to Jan/31/2006
of the revised by-laws to be put onto the website.

D. New Business

There was no new business discussed.

E. Agenda for Next Meeting

1. Approval of Minutes - Lee Bentley

2. Insurance Policy Report - John Kenny

3. Clubhouse Committee Report - Bob McKnight

4. Club House Financial Forecast Discussion - B. Waterhouse
(Based on the material "WHPL" made available to Board for January 31, 2006)

5. Communications/Members Committee Report - Ian Taylor

6. Nature Sanctuary Committee Report - John Kenny

7. Treasurer Report - Sandy Mackay

8. Other Business

Adjournment:

President L. Bentley moved that the meeting be adjourned. J. Kenny seconded. It was
agreed unanimously. Meeting was adjourned at 10:20 p.m. The next board meeting will
be at 7:00 p.m. on Monday March 6, 2006 in the home of John Kenny.

Minutes submitted by: Secretary - Cyrese Samuel

Approved by:

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