1. Sara Clarke, Acting Secretary, assisted by Mike Joyce, Treasurer, registered attendance as members arrived for the Annual Meeting, having them sign the 2004 Annual Meeting Roster, noting the designated voting member, certifying proxies, and providing the appropriate number of ballots for electing directors and voting on proposed by-laws amendments to each owner. Owners of seventy (70) lots were present in person or by proxy (see Roster attached to the original of these minutes). Owners of twenty-eight (28) lots were present in person as follows:

Lawrence Amuso, Tom and Jennie Bingol, Fred and Sharon Black, John and Betty Bonner, Joe Bowen, Jack Caimey, Frank Carelli, Lou and Gloria Ciasulli (2), Harold and Sara Clarke (2), Robin Cotie, Dorothy Drexler, Mike and Karen Joyce, Whit Lord, Lou and Joan Luceri, Bill Martindale, Jean Mattson, Bob Mazanec, Charles McMorrow, David Miller, Stanley and Jadwida Oleszczuk, Bob and Anita Rohr, Richard Royere, Hardy Sandlin, Joe and C&ol Sermarini, Steve and Peggy Steele, and Robert Thomason. Owners of forty-two (42) lots were present by proxy as follows: Javier and Kathy Alvarado, Michele Austin, Jeff and Wendy Bails, Roger and Juliet Demon, Jim and Yvonne Dykes, Gary and Susan Fairly, David and Pamela Fowler, Medico Corp. (7), Tom and Edith Gagging, Norman and Jane Hansen (2), Richard Herder, Norman and Dorothy Humphrey's, Jacqueline Kane, Marko and Madeline Kirchner, James and Joan Klemko, John and Patricia Lahti, Robert and Susan Lynch, Michael and~ Deborah McGee, John Mirabella, James and Jacqueline Morelewicz, Joshua and Rachel Rosenbaum, Stan and Jo Ann Rosenbaum, Stephen and Laura Ruttenberg (3), Stajo Construction (5), Ron and Harriet VanderVliet, George and Hanna Vrany, Lyle and Pat Wilcox, Pamelia Wilks, and Luigi~ and Karen Zambetti.

Proof of Notice of the Meeting.

2. Robert Thomason, President, called the meeting to order soon after 7:00 p.m. Lot owners present stood and introduced themselves as the meeting commenced. He offered as proof of notice of the meeting a written statement from Secretary Susan Fairley stating that notice "was mailed to all Hammcock Beach Estates Home and Lot Owners on November 7" at "addresses provided to the association by the owners." (The original of that statement is attached to the original copy of the minutes.)

Approval of 2002 Annual Meeting Minutes

3. The presiding officer offered to read the minutes of the 2002 Annual Meeting, held on December 4, but the body voted to dispense with the reading since a copy of the minutes had been mailed to all lot owners. The only error in the minutes was noted by Lou Ciasulli; his name had been misspelled. The minutes were then approved as amended.

Election of Inspectors of Elections

4. The presiding officer suggested that four inspectors of elections be chosen to supervise the collection and counting of ballots. Following nominations the following were chosen inspectors without opposition: For election of directors, Dorothy Drexler and Larry Amuso; for voting on by-laws amendments, Steve Steele and Robin Cotie.

Election of Directors

5. A Nominating Committee composed of Harold Clarke, Dorothy Drexler, and Pat Wilcox had reported to the October 30 Board of Directors meeting and their nominations, along with a brief statement from each nominee, had been mailed to each lot owner with the notice of the annual meeting. Those nominees were Joe Bowen, Sara Clarke, Anita Rohr, Peggy Steele, and Robert Thomason. The presiding officer asked for other nominations. None were offered. A motion was then made and seconded that the nominations be closed and a unanimous ballot be cast for the nominees above Before voting on the motion, the presiding officer asked again if there were further nominations. Hearing none, the motion was voted on and approved without objection.

Consideration of Amendments to the By4aws

6. Six proposed amendments to the Association By-laws had been unanimously approved by the Board of Directors at its October 30 meeting and had been mailed to each lot owner with the notice of the annual meeting. A ballot for voting on each amendment had been distributed at the beginning of the meeting. The presiding officer explained each proposed amendment and invited comments and questions. Following discussion, ballots were marked and collected by inspectors Steve Steele and Robin Cotie. The meeting proceeded while they counted the ballots. Later in the meeting, the results of the voting were announced as follows: Total Ballots Cast, 68. Amendment 1: 67 For, 1 Against; Amendment 2,66 For, 2 A~st; Amendment 3,68 For, 0 Against; Amendment 4,67 For, 1 Against; Amendment 5,68 For, 0 Against, and Amendment 6, 67 For, 1 Against. [Since two-thirds of ALL lot owners (98) must vote in the affirmative to amend the By-laws, the amendments failed.]

Reports of Officers and Committees

7. While the ballots were being counted, reports of activity during the year were given by officers and committee chairs. President Robert Thomason reported that the Board of Directors had been active, meeting eight times and focusing on two goals: (1) encouraging and facilitating participation by all the members of the Association in its deliberations; and (2) resolving transitional issues in the transition from developer control to homeowner control. He reported that, while all issues had not yet been resolved, progress had been made.

Vice President Sara Clarke reported on her work as Liaison Officer for C&R Violations. She noted that eight different complaints had been dealt with through personal conversations and/or written communications, and all had been resolved without the necessity of any further action. She stated that contacts are always in response to a complaint from a homeowner neighbor. Thomason reported further that a Fining Policy, on which work was begun in 2002, had been adopted by the Board, and that a Fining Committee composed of Frank Carelli, Dona DeMegho, and Dorothy Drexler had been appointed. However, the Fining Committee has not yet needed to meet, and it is hoped that it will never need to do so.

Operations Director Joe Bowen reported that several community improvement projects had been undertaken and completed. They include the resurfacing of the pool, the addition of two picnic tables in the pool area (by Harold Clarke), street signs on comers (by developer), the remulching of the beach access walkover on the north side of the community, reconstruction and additions to the steps of the north side beach walkover, and extensive work on the three storm water retention ponds (by the developer). He thanked Harold Clarke and John Bonner for their volunteer work in maintaining the pool area. He also thanked Lou Ciasulli and his recruited volunteers for their work. on the beach access easement. He noted that work will need to be undertaken in the future to repair the gutter at the pool (which he will personally do) as well as repair cracks developing in the deck.. It was further noted that Allen Baggett, Compliance Officer of the St. Johns River Water Management District, has agreed to re-inspect the ponds when the developer has completed the work he has undertaken and to meet with us to report on that inspection as well as to talk about the north/south drainage canal which runs through the development.

Treasurer Mike Joyce provided a written report of the Association's financial condition (see attached to original copy of the minutes). The report provides a financial statement for the year through the month of November, as well as a forecast report at the end of the year, and the budget adopted for 2004 (already mailed to owners). He noted that we spent $2,800 less than the budgeted amount for the pool repairs and $1,900 less, for legal expenses. Reserves at the end of the year are forecasted to be near $10,000. He also reported that Stan Rosenbaum indicates that eighty lots now have structures on them, and four more have immediate plans for building.

Susan Fairley provided a written report about the Association Newsletter (see attached to original minutes). Issues were published and mailed in January and July and another is projected for January 2004. She suggested that we might want to make the Secretary responsible for the newsletter.

Karen Joyce reported for the social committee. She noted that a successful holiday party had been held last December and encouraged participation in this year's party on December 13 at 6:30 p.m. at the Harborside Resort. She also reported that cards had been sent to the ill and bereaved, and flowers had been sent on the occasion of a death.

The presiding officer failed to call on Joe Sermarini, webmaster, to report on the Association's website. However, it can be viewed at WWW.HBEHOA.COM

Other Business

The presiding officer called for any other business to be considered by the Association. The following items were raised by members:

Developer Right to Amend If One Lot Owned

(1) It was moved, seconded, discussed, and approved to ask the Board of Directors to investigate the possibility of deleting the provision in the governing documents permitting the developer to unilaterally amend the C&R's as. long as it owns at least one lot in the development. The following questions were raised: Is SimPar, the developer when the original C&R's were enacted, the only developer? Does SimPar own any lots in the Association? (The official list of owners maintained by our bookkeeper Joe Sermarini does,not include SimPar as the owner of any lot.) Has SimPar assigned its developer rights (or a part of them) to Gedeco Corporation or another entity? What is the consequence if a lot is owned by SimPar but is not for sale?

Clubhouse

(2) It was moved, seconded, discussed, and approved to ask the Board of Directors to investigate the options available to homeowners/the Association regarding a perceived promise by the developer to build a clubhouse for the development. Anecdotal evidence was offered about inclusion of a clubhouse in a promotional brochure, on the promotional plat for the community, and in oral statements made at the time of purchase.

Armand Beach Extension

(3) Questions were raised about the portion of Armand Beach Drive that extends beyond Mahoe Drive S. and connects with the 7-foot beach access easement to the east Bob Rohr indicated that he had contacted County Commissioner Blair Kanbar about the matter and that C6mmissioner Kanbar had asked the County Attorney to look into it. He indicated that he had sent a copy of the County Attorney's reply to Association President Robert Thomason. The County Attorney's letter suggested that it might be appropriate to have a public meeting of homeowners along with other residents of Armand Beach Drive and adjoining streets to discuss the matter. Lou Ciasulli expressed his objection to Rohr's contacting Kanbar without consulting the rest of the community.

Thomason stated that the issue was on the agenda for the Board of Directors, that it had not yet been able to get to that item, but that it intended to do so.

Adjournment

Upon motion by Larry Amuso, seconded by Dorothy Drexler, and approved by the body, the meeting was adjourned.

Respectfully submitted,

Sara Clarke, Acting Secretary