May 1, 2006
Opening:
The sixth meeting of the new Board of Directors of the Woodland Heights Community Association was called to order at 7:04 p.m. on Monday May 1, 2006, at the home of John Kenny by President/Chair L. Bentley.
Present:
Lee Bentley President/Chair a
John Hay Vice President a
John Kenny Board Director a
Sandy Mackay Treasurer a
Bob McKnight Board Director a
Cyrese Samuel Secretary a
Ian Taylor Board Director A
Bill Waterhouse Board Director/WHPL Rep. a


A. Approval of Agenda
S. Mackay moved that the agenda be accepted with changes in the order to allow for Part -1 of New Business to be the first item for discussion, due to Bill Waterhouse having to leave the meeting early. J. Kenny seconded and the agenda was unanimously accepted.
B. Approval of Minutes of last Board Meeting
President L. Bentley asked if someone would move acceptance of the April 6, 2006 minutes. J. Kenny made the motion and B. Waterhouse seconded it. The minutes were unanimously accepted.
D. New Business (Part-1)
1. B. Waterhouse gave a report on the "Woodland Heights Club House Trust". He stated that the trust was a part of the deal with the new owners.
B. Waterhouse stated that the monies from homeowner's holdbacks should be in the trust in the next few days.
L. Bentley asked if the money that had already been put into the trust is still there.
L. Bentley asked if B. Waterhouse had appointed anyone for Gordon Badgers resignation.
B. Waterhouse shared that Gordon Badger was now deceased, that he (B. Waterhouse) has resigned as a trustee, and that VP Tim Bankier of Rose Corporation was the new trustee along with Chuck MacDougall.
S. Mackay asked if Tim Bankier was appointed trustee as an individual, and not Rose Corporation.
L. Bentley asked if Tim Bankier and Chuck MacDougall are performing the duties of Trustees, as they should be.
B. Waterhouse stated that he thinks they have every intention of meeting with the Board and that Woodland Alliance will be working with Chuck.
S. Mackay asked if the appointment of Tim Bankier was made in writing. B. Waterhouse replied that it was.
S. Mackay asked if B. Waterhouse could arrange for the Board to see the document.
L. Bentley stated the way that the trust agreement is written, it appears that only Woodland Heights Properties Ltd is empowered to make appointments, not Rose Corp. or Alliance or their new partnership as WHLP is the settlor.
L. Bentley asked B. Waterhouse to confirm that WHPL is still an operating company under his control. B. Waterhouse confirmed this to be correct.
L. Bentley asked B. Waterhouse to confirm that the sanctuary and clubhouse properties had been sold. B. Waterhouse replied that they had been sold as a part of the assets.
L. Bentley stated the "Woodland Heights Club House Trust" is an irrevocable trust. He suggested if the Club House land has been sold this could be a serious impediment to the trust being able to perform one if its primary functions. Without the "land" now being available to WHPL in order to build the club house, and since WHPL is still involved with the trust, it is difficult to see how the trust can successfully function.
B. Waterhouse shared that the lawyers handled all the paper work and he was certain that they did all that was necessary in regards to the trust and the appointment of the new trustee, and that he would have to get the information from the lawyer and provide this material to the Board.
B. McKnight asked if the new $6,000.00 payments from future homeowners were going to be put into the trust.
S. Mackay asked if the sales office is a part of the assets that were sold to Woodland Alliance. B. Waterhouse said that it was not a part of the assets, it is owned by Gordon Badger.
L. Bentley stated since the trust is irrevocable changes/modifications to it can be made only as the trust agreement allows. There seems to be no provision for WHPL to be replaced by another firm/organization. Because WHPL, post asset sale, remains a going concern, and was not acquired by the new developer, WHPL remains the involved corporate party to the trust. The Board needs to meet with Woodland Alliance to gain their understanding of this situation.
B. Waterhouse suggested that one of the Board members should talk with Woodland Alliance.
B. McKnight suggested that it would be helpful for the Board to first review the documentation to be supplied by B. Waterhouse.
L. Bentley stated that the Board members would make themselves available to meet with Woodland Alliance whenever they could meet with us. He felt it would be helpful for resolution of the trust situation if we could work on it together.
J. Kenny stated that he assumed that some of the agreements with Ducks Unlimited would be worked out in the same manner in regards to the Sanctuary.
L. Bentley stated that when the Board meets with Woodland Alliance, that similar discussion could happen in regards to the Sanctuary.
B. Waterhouse responded by saying that he didn't believe that Woodland Alliance would be up to date with the details about the Sanctuary.
S. Mackay asked if there were contractual agreements regarding the Nature Sanctuary. B. Waterhouse replied no, that it was more a verbal agreement and that Chuck MacDougall and Alex Troop would be the ones involved. He suggested that the Board or Nature Sanctuary Committee deal with Chuck.
B. McKnight stated that we need a firm understanding of what is happening in regards to the Nature Sanctuary because we will become responsible for the upkeep of it.
J. Kenny asked how the contractual responsibilities with Ducks Unlimited and Woodland Heights Property were to be carried out. He asked how the agreement signed off by B. Waterhouse with Ducks Unlimited in March, was going to be transferred to the new owners.
J. Hay asked what the timetable for getting the requested information from B. Waterhouse would be. B. Waterhouse replied that he would have the information within a week.
S. Mackay asked if B. Waterhouse was the only employee remaining with "WHPL". B. Waterhouse replied that Chuck, Beryl, Karen and himself are still a part of "WHPL".
Action Item Completion Date
D.1 B. Waterhouse to get information from their May/08/ 2006 lawyer regarding the trust and appointment of trustee.
D.2. L. Bentley to contact Chuck MacDougall to May/02/ 2006 set up a meeting with Alex Troop.
D.3 B. Waterhouse to give a report on the June/05/2006 "Woodland Heights Club House Trust".
C. Open Issue
1. J. Kenny discussed with the Board that the insurance policy had come in, an invoice had been received and that B. McKnight had received in writing the information he required regarding binding ability.
L. Bentley asked for a motion that the Board proceed, subject to B. McKnight reviewing the policy to see that everything is in order.
B. Waterhouse asked what the limit was and J. Kenny responded that the policy was for three million dollars.
J. Kenny motioned that the Board proceed with acquiring the insurance pending B. McKnight's review of the policy, J. Hay seconded and the Board unanimously accepted.
Action Item Completion Date
1.1 B. McKnight to review the insurance policy Prior to June/05/2006 inform S. Mackay if all is in order to cut a cheque.

1.2 J. Kenny to give update on insurance. June/05/2006


2. B. McKnight gave a report on the revised questionnaire to be given to the "TWHCA" members. He stated that the re-written one page version was given to Chuck MacDougall and B. Waterhouse, who gave some of their suggestions.

B. McKnight handed out the revised questionnaire with changes stating that the phrase "50 houses being built" was taken out and that there was wording change regarding the Club House.

B. McKnight informed the Board that he had received a note back from Woodland Alliance stating that they agreed to the questionnaire going forward as planned.


J. Hay asked if there was a time limit for the return of the answered questionnaires. B. McKnight suggested that if the Board were in agreement, that when I. Taylor was available the questionnaire would be sent out.

J. Hay motioned that the questionnaire with revisions be accepted, S. Mackay seconded and the Board unanimously accepted.


Action Item Completion Date

2.1 B. McKnight and I. Taylor are to decide the Prior to June/05/2006
date of return for the questionnaires

2.2 B. McKnight and I. Taylor to tally the answers Prior to June/05/2006
from the completed questionnaires.

2.3 B. McKnight to give a report on the responses June/05/2006
from the questionnaire

3. C. Samuel moved that the report sent out from I. Taylor in his absence (titled Report on Membership & Communications dated April 25, 2006) be accepted. J. Hay motioned that the report be accepted, S. Mackay seconded. The Board agreed unanimously to accept.

Action Item Completion Date

3.1 I. Taylor to give Communications/Membership June/05/2006
report.

4. J. Kenny gave a report from Robin Tapley on his vision for the Nature Sanctuary. He stated that the Sanctuary is now protected and designated to be a wildlife sanctuary.

J. Kenny read excerpts from the report and a copy of "Black's Proposal Management Plan" for the nest boxes.

J. Kenny reported that he is waiting on clarification from B. Waterhouse regarding the future plans for the Sanctuary now that it has been taken over by the new owners. He also stated that he is waiting to hear from Robin Tapley, who is waiting on the final survey for phase 4 to be completed in order for him to continue the process of getting further required approvals

C. Samuel recommended that hi-lights from Robin's report be put on the website. J. Kenny responded that Robin Tapley's basic report should be good for that, however he wanted to get permission from Robin first.
J. Hay suggested that some type of marking be put at the entrance of the Nature Sanctuary. B. Waterhouse stated that we wouldn't want the entrance being shown for the general public to know. C. Samuel recommended that they put colored ribbon to mark the pathway into the Sanctuary.

Action Item Completion Date
4.1 J. Kenny to check with Robin for approval for Prior to June/05/2006 of putting his letter on the website.
4.2 B. Waterhouse to look into putting green ribbon Prior to June/05/2006 on the trees to mark the entrance to the Nature Sanctuary.
4.3 J. Kenny to give an update on Nature Sanctuary. June/05/2006
5. S. Mackay went over the Treasurers report that he handed out to the Board. (See report dated May 01/06 Monthly Statement, Contingency Report, Bank Account Recap).
B. McKnight asked for clarification regarding the contingency reserve listed on the report. S. Mackay stated that it is to be made up from the initial levy fees that come in and are put in a reserve, therefore when all the initial levy fees come in there will be a nest egg to cover future needs.
B. McKnight motioned to have the Treasurer Report accepted as written, J. Hay seconded, the Board unanimously accepted.
Action Item Completion Date
5.1 S. Mackay to give updated Treasurer Report. June/05/2006

D. New Business Part-2
1. J. Hay asked what the process was for an individual to become a member on a committee. The board had a discussion on the matter and it was decided that the Chair of the committee choose the number of members they want on the committee and that all members on committees must be in good standing.
2. J. Kenny gave a report on the affinity programs, stating that an arrangement has been reached with Hickory Dickory Decks. He asked if Chuck MacDougall was sharing the affinity information with new homeowners, especially regarding the 20% off hotel room discount.
3. At the conclusion of the New Business, Bill Waterhouse left and the remainder of the Board members in attendance had a side discussion regarding the letters to be sent out about the Trust.
Action Item Completion Date
None
E. Agenda for Next Meeting
1. Approval of Agenda - Lee Bentley
2. Approval of Minutes - Lee Bentley
3. "Woodland Heights Club House Trust" Report - B. Waterhouse
4. Insurance Policy Update - John Kenny
5. Clubhouse Questionnaire Update - Bob McKnight
6. Communications/Members Committee Report -Ian Taylor
7. Nature Sanctuary Committee Report - John Kenny
8. Treasurer Report -Sandy Mackay
9. Other Business
Adjournment:
Meeting was adjourned by Chair, L. Bentley at 11:07 p.m. The next board meeting will be at 7:00 p.m. on Monday June 5, 2006 in the home of John Kenny.
Minutes submitted by: Secretary - Cyrese Samuel
Approved by: