HAMMOCK BEACH ESTATES HOME OWNER’S ASSOCIATION, INC.

P.O.Box 350668

Palm Coast, Florida 32135

Minutes of Annual Meeting held Thursday, December 7, 2006, 7:00p.m.

Hammock Community Building, Malacompra Road

1. Roll Call, ballot, and proxy collection: Peggy Steele, Secretary, and Anita Rohr, registered attendance as members arrived for the annual meeting, certifying proxies and providing appropriate number of ballots if required.

2a. Call to Order and Opening Remarks: Paul Zacharias, HBEHOA President, called the meeting to order at 7:00p.m.. Paul asked that those present introduce themselves starting with Board members: Paul Zacharias, President, Sara Clarke, vice President, Peggy Steele, Secretary, Karen Joyce, Treasurer, and Joe Bowen, Operations Coordinator. The attending homeowners were: Gary and Susan Fairley, Joe and Carole Sermarini, Robert Thomason, Jean and Renate Sherwin, Hardy Sandlin, Dave and Marie Miller, Lou Ciasulli, John Vegerano, Steve Steele, Dorothy Drexler, Jean Mattson, Larry and Alicia Anderson, Bill and Bonnie Martindale, John and Betty Bonner, Sandor Kadar, Lou Luceri, Charles Vreeland, Marlene Zacharias, Dennis and Debbie Clark, Richard Royere, Ron Vandervliet, Frank Carelli, Robert and Donna Vandervliet, Marko and Madelyn Kirchner, Harold Clarke, Fred Black, Roger and Juliet Demen, Tom and Edythe Guggino, Bob and Betty Hamby.

Before moving into the agenda, Paul presented a brief history of the development of Hammock Beach Estates. Paul has had the opportunity to review a lot of the documentation describing the substantial effort that it took for Stan Rosenbaum to establish this community. He reviewed documentation of homeowners who volunteered their time to serve on the Board, trying to create a functional organization that is controlled by the members Obstacles were overcome, and members persevered to get to where we now are, which Paul said he thought was a "pretty good place." Many members who were present at the meeting were amongst those who volunteered to serve on the board or on committees to help make the association work. Paul recognized those who have served on the board: Joe Cotie,(not present), Frank Carelli, and Dorothy Allison (not present)—partial year; Susan Fairley, Norman Humphreys (not present), Karen Joyce, Mike Joyce, and Anita Rohr—one year; Lou Ciasulli and Joe Sermarini—two years; Peggy Steele—three years; Joe Bowen and Robert Thomason—four years; and Sara Clarke who is stepping down after serving more than 6 years on the board. Paul presented, on behalf of the board, a bouquet of roses to Sara in appreciation of her many years of volunteering. Sara thanked the membership for the trust they showed with her serving on the board on behalf of the homeowners. She encouraged members to attend board meetings and to hold the board accountable for any actions that are undertaken.

Paul quoted from the article which appeared recently in the newspaper as "The seven deadly sins of retirement", the seventh sin being "Participating in homeowners association wars". Those members who have come into the association recently have not had to fight the issues that longer residing members have had to fight. The Association has been in existence for 17 years, the homeowners participating in 10 of those years. Other than the last four years, the developer was in charge of the board. The developer had two interests—the community and earning a profit on his investment. Given these sometimes competing objectives, the appropriate role of association members during that time was to be skeptical and questioning of the Board to ensure that the developer was serving the members’ interests. This process was not always very pretty with arguments and litigations, but people of reason and good faith have persevered.

Paul said that we, meaning the homeowners, are now the board members for the association . The association will exist for at least another 13 years, and then will be automatically renewed for 20 year periods unless there is a vote by at least 75 percent of the members to dissolve the association. Since we will likely be together for quite a while, Paul expressed hope said that we would all choose to work together to make this a "fun" experience rather than an ugly one. We rely on volunteers. The members of the BOD have volunteered their time to represent all members. The BOD members are not in place to make money, they are serving to try to make the community a desirable place to live. Paul encouraged those homeowners who have been here a long time to continue to participate but to try to put the past behind by assuming that the current and future boards are not trustworthy. Paul said that in the future, with the attitude prevailing currently, that volunteers will not come forward to serve on the board if the feeling is that the Board, regardless who is serving at the time, is not trustworthy.

2b. Paul continued then to the business of the meeting. Paul asked if we had a quorum. Anita Rohr, who registered members attending the meeting and proxies being counted said that we had a quorum--75 total. (45 members constituted a quorum)

2c. Paul asked for proof of notice of the annual meeting.

Peggy Steele, Secretary, offered as proof of notice of the meeting, a letter written to Paul Zacharias stating that members were notified of the annual meeting in the following ways: In a letter mailed to the membership on Nov. 20, 2006 and e mailed the same day to those members who have requested that the Board communicate such notices to them via email instead of postal mail, and by posting on the same date the meeting notice and agenda on the HBEHOA website and posting on the same date, and reposting on Nov.27, 2006 the meeting notice on the Community bulletin board The date set for the annual meeting has also been shown on the website for several months.

Paul said that the Nov. 20, 2006 mailing of the ballots and minutes had not been received by all residents in the community, due to a failure by the post office. It appeared that about one out of every four residents did not receive the mail, so, after many phone calls from members who had not received the ballots, Peggy sent an e mail requesting that members contact her as to whether they had or had not received the ballot. She received many answers on e mail, some saying they had gotten the ballot and some saying that they had not. As the calls came in, new copies of all the information was hand delivered to all who said they had not received the information This continued until late the afternoon of the annual meeting (Dec. 7, 2006). Peggy said that she was quite certain that members who live outside our community did receive their ballots. Her judgment is based on the number of positive email responses and ballots received from those members who live outside of the community. Harold Clarke expressed doubt about how this could have happened but other members in attendance indicated that they too had had trouble with the post office. Peggy says she plans to file a complaint letter with the postmaster and possibly write a letter to our congressman.

3. Reading and approval of last annual meeting minutes: Paul asked members for a motion to forego the reading of the minutes from last years annual meeting which was held Dec. 8, 2005, and with no further discussion the motion was made, seconded, and approved without objection.

4. Reports of Officers and Committees and Member questions: Paul said that the membership will have an opportunity to ask questions about any concerns that they might have after a quick summary from Board members about the status of the projects being worked on by different committees.

Operations: Joe Bowen said that repairs were made on the walkover on the north side of the property. Joe said that he had quite a few volunteers to help repair the walkover and it saved quite a bit of money. He hopes that any repairs for next year can be taken care of in the same manner. Joe said that the ponds are functioning normally. The only problem has been fishing in the big pond after it was stocked with carp to keep the vegetation to a minimum. Joe is trying to replace the carp.

The deck on the pool was resealed and a portion replaced. The original contractor has sold his business and the new owner honored the contract and Joe was satisfied with the work.

There are also new signs in the neighborhood. A sign on the corner of Armand Beach Drive and Mahoe directs visitors to A1A . There is also a sign saying "no outlet" on Armand Beach Drive upon entering Hammock Beach Estates. Hopefully the new signs will help with traffic entering the area . Joe said he was happy that he could keep costs down.

Treasurers report: Karen said that as of November that expenses are on target with budgeted amounts She said that Home owners Associations no longer have to pay taxes on common grounds, therefore leaving a total of about $4000 to be added to reserves for 2007. We will now have about $11,200 available to spend in 2007 on the planned pool area beautification project, while still keeping dues at $175. (Note: The approved budget for 2007 was distributed with the minutes of the Board’s November 16, 2006 meeting. A financial summary of actual expenditures for 2006 with any necessary adjustments to the 2007 budget will be distributed after the new Board considers them at its first regular meeting on January 11, 2007. ( A dues assessment notice is enclosed.).

Paul asked if anyone had questions. Harold Clarke asked where the money that was saved was. Karen said it was not used, so it is in the reserves fund. Karen went on to say that the Board-approved pool improvement has not been done yet. After weighing pros and cons and approaching county authorities about any type of construction, it was found that there is no clear title to the pool property. So before proceeding with the project, the Board decided to go ahead and have the area surveyed and a warranty deed drawn up. This will allow the Board to proceed with improvements to enhance the lot next to the pool as it has been an eyesore for many years.

Frank Carelli and Bob Rohr said that the C&Rs say that if there is money that was budgeted and not used, that it is supposed to reduce the dues. Paul said that money from dues in excess of current expenses can be used to reduce dues, not that it has to be used that way if such money is needed for reserves. There are three ways to use reserve funds:

1. For repair items

2. For replacement items

3. For betterment (improvement to common grounds)

C&R Enforcement: Sara said there are no outstanding violations to report but asked that the new board notify the owner of the property on Mahoe S be contacted about his lawn. Paul will handle the violation as requested, and Sara hopes that the violation will be corrected as neighbors are unhappy with the condition of the lawn. Lou Ciasulli asked if the condition of the building is in violation. Sara said she has not mentioned the building, but it has also had a complaint from another neighbor. (Lou provided a supporting letter for his views to each Board member.) Paul said that he will contact the owner.

Architectural review: No members of the Architectural Review Advisory Committee attended the meeting. Paul reported that we hope to be able to do a better job communicating about who to send requests to if you are going make paint changes, or other improvements to your property.. The board makes the decision but the advisory committee does the first review and then turns the request to the Board for final approval. The board president issues a letter of the decision to the property owner. If there are issues that can’t be resolved, then the board will discuss the issue with the property owner at a board meeting and try to come up with a solution.

Secretary report: Peggy said that because of the difficulty we had in mail delivery she suggests that members who are not on our e mail list should think about adding their e mail address to receive information via e mail. Notices are posted on the HBEHOA website as to new information, including dates for meetings, meeting minutes, dates for social events, special events and meetings etc. A notice is sent to e mail users from Yahoo.com stating that new information has been posted on the website and can be viewed without downloading onto your computer. It can be printed if wanted but will not load up your computer space with the long downloads. Peggy strongly urges members to use e mail as a means of receiving alerts, requests, information etc. and also said that hard copies can be sent if necessary for viewing purposes.

The question came up as to why the mailing was not sent with registered mail. Sara said it was a requirement in previous years but was dropped as it was a problem and expensive as the population grew that the requirement was dropped during the time when Robert Thomason was president. Paul said that the requirement is now that we mail it first class to the last address known. Paul said that we will try to communicate with members as to when mailings are planned so that the members can notify the Board if they have not received it.

Harold Clarke asked about having more time between the date the Nov. meeting was held and having to get the mail out. Paul said that the current mailing was within the required time frame that has to be followed for when the mailings have to go out.

Other matters-C&R review: Paul said that there are questions about the C&R revisions. Many people are not pleased with the C&Rs as they have been revised in the past. Even though the revisions were done legally, there remains a question about how things were done in the past. We are now an association and can now look at the C&Rs and decide if they are written as they should be and revise them accordingly. Wording is very important as one person interprets the rules differently than another might. Paul said that there are now over 100 people living here and we can look at the rules and ask if they make sense in our community or if they should be changed. Hopefully the board with the memberships help can develop revisions and propose them to the membership for review before a proposal is made for amending the existing C&R. If people are comfortable with the rules it makes it a lot easier to deal with violations that may come up in the future.

Paul said there are copies of what has been accomplished so far available. He has gone through the document and has attempted to eliminate all references to the developer. He has added some items to allow the board to collect assessments on an annual basis, as it has been doing, instead of every month, as stated in the current C&Rs. He has also updated the document because proposed sub-association to manage the Ocean Dune Circle roadway has been formed and is operating. He has tried to eliminate all unnecessary words so the task will be easier for those working on the C&Rs

Paul requests that members send an e mail or letter to the board after they have reviewed the changes that have been made so far and make suggestions for improvement. The hard part will be to come with alternatives to what we currently have. The changes must be clear and the wording correct so different interpretation by different people will not happen. All involved should come to the same end result. Bob Rohr asked if the documents that are available at the meeting are the same ones that are on the website. Paul said they were. Bob said it took him four and a half hours to plow through the information available on the website and he agrees with Paul that there are many items that need revisions. Paul emphasized that the membership will vote on the proposed changes to the C&Rs. A question was asked if the vote would be on individual amendments or as a group. Paul said that that decision would be made as we progress with the revisions. (Please contact Peggy if you would like a printed version of the baseline revision to the C&Rs that now appears on our website.)

Paul asked if there were any more questions before moving on to the election. Susan Fairley asked if she should respond to emails from the Board that describe what the Board is doing.. She said that if she doesn’t respond to any message that she assumes that the board knows that she is supportive of what is taking place. She asked if she should be responding. Paul said she should probably respond as the board does not know if she is in agreement, indifferent or mad about the issue. Susan gave the pool project as an example, saying that a vote was taken and with the majority in favor of building a pavilion, she thought it would be started. Paul explained how the Board felt about the close vote and decided to investigate other ways of improving the area. After a year of investigating, discussions with county officials, pricing, etc. the board decided that the first step should be to obtain a warranty deed and then go forward with proposals for enhancement to the area that involved landscaping and tables with umbrellas, and benches instead of the tiki hut proposal. .

5. Election of Inspectors of Election Election of inspectors:  Paul asked for 4 members who are not associated with nominees, to count the ballots. Jean Sherwin, Dorothy Drexler, Gary Fairley and Jean Mattson volunteered and, without objection, were appointed. In response to Paul’s request, they affirmed that they will not disclose the results of what is seen when counting the ballots.

6. Election of Directors (The agenda combined with the voting instructions stated that members attending the meeting would bring their ballots to the meeting and then mark their ballots and vote at this time. However, it became clear that nearly everyone had turned in their sealed ballot at the start of the meeting when they signed in.) Realizing this, Paul asked if there was anyone present who has not voted yet. The members who had not submitted their ballots, did so. Frank Carelli said that he understood that the vote had to be submitted to the secretary prior to the meeting.  Paul said that the instructions stated that absentee votes had to be submitted prior to the start of the meeting, but if you were attending the meeting you were to bring your ballot and vote during the voting period as stated on the agenda following presentation and questioning of the candidates. Since all votes had already been submitted, Paul just introduced the candidates to the membership: Karen Joyce, Debbie Clark and Fred Black, and each made a short introductory statement. (The candidates had each submitted a short biographical statement and their responses to three questions and that information had been included in the ballot package.)  With no questions from the membership the inspectors were given the ballots to be counted., and the meeting was recessed for a refreshment break.

7. Report of Election Inspectors: Paul called the meeting back to order. Before hearing the election results, Paul asked if everyone had already submitted their vote on the proposed bylaw amendment. All had submitted their votes. Paul asked if members who had submitted the amendment vote had any questions regarding the amendment proposal. There were no questions so Paul provided the amendment ballots to the inspectors so that they could be counted following their presentation of the Board of Directors vote. Speaking for the Inspectors, Jean Sherwin reported the results of the election for board of directors:  Debbie Clark-67,  Fred Black--46 and Karen Joyce--39.  Congratulation were extended to Debbie and Fred and the attendees gave Karen Joyce applause for her work on the Board this past year.

8. Unfinished Business: There was one scheduled item and Bob Rohr withdrew his request to speak on Amendment 9 issues.

9. New Business:

By—law Amendment Proposal: (As with the board member vote, the agenda called for those in attendance to mark their ballots following some discussion of the proposal.) Although the votes were already submitted and being counted, Paul asked the proponents of the amendment to come forward so that there could be some discussion of the merits of the proposal, given that no one had presented members with arguments against the proposal prior to the vote. Frank Carelli stepped forward to represent Bob Rohr and Harold Clarke who collectively had submitted the by-law amendment.

Frank explained that the amendment to eliminate "betterments" as a budget account was intended to have expenditures for improvements to the common grounds to be first approved by a majority vote of the membership under the current by-law provision for "emergency assessments", a provision that had been applied in the past for a $100 additional assessment to fund a pool repair. He acknowledged that the Board had last year conducted a vote on constructing a pavilion that had passed. However, he said that he and the rest of the membership had not been allowed to vote on the proposals for the "tiki huts" or the tables with umbrellas that the Board had subsequently developed. He said that he feared that future Boards would implement improvement projects such as fountains for the ponds that would primarily benefit those members living near the ponds. He said he had also heard that people were talking about improvement projects like sidewalks and street lights for the community. What’s next a statue of Ho Chi Minh at the entrance to the development? A majority of the membership should have to vote to approve such projects. Frank also read an excerpt from a two-page handwritten letter from an attorney friend of his who he said had reviewed our current by-laws regarding budget accounts. Essentially the attorney said that the provisions were arbitrary, ambiguous, subject to varied interpretations, and in his view did not likely conform to Generally Accepted Accounting Principles. Frank said he felt this was an objective opinion because he had not paid his friend to provide it. Frank also noted that he left at the start of the last Board meeting because he is trained in reading body language and was angry that the President’s body language was disrespectful when Frank had raised his objection to the then proposed $50 dues hike at the start of the meeting.

Carol Sermarini and Susan Fairley separately expressed their view that the current proposals to improve the pool grounds had evolved from the positive vote for a pavilion by the membership and had been explained throughout the year by the Board in the minutes of the Board meeting. They believed that there was membership support for improving the pool grounds and that the Board had acted reasonably in trying to implement a lower-cost enhancement. There was discussion from the floor that additional membership meetings during the year might be useful to obtain member views on issues since members have limited opportunity to present their views during Board meetings. Sara Clarke raised the point that she recalls that there was no member vote on the additional $100 assessment for the pool improvement a few years back as it was handled as a special assessment by the Board and not as an emergency assessment. Robert Thomason, who was also on that Board, said he believed Sara was correct. Robert also noted that Florida law governing homeowners associations vests considerable authority in boards of directors to impose assessments for expenses including betterments but provides for membership review and disapproval of the budget as well as the ability to vote out any directors that are believed to not be acting in the member’s interest. Our C&Rs and by-laws are set up in that manner so that every board proposed expenditure does not require a vote by the membership.

After a procedural challenge from Larry Anderson, Paul turned the gavel over to Sara, and Sara recognized Paul so that he could speak on the issue under discussion. Paul noted that one of the Association’s powers stated in the C&Rs includes improving and beautifying the recreation area and developer improvements. The By-law’s category of "betterments" as a use of reserves is the only place where such capital improvements can be budgeted and funded. Therefore, the by-law amendment to eliminate betterments as an expenditure category for which the Board can assess the membership, thwarts the Association and the Board from carrying out the association’s responsibility. The planned pool improvement is a planned expenditure not an "emergency" and should not be handled as an emergency assessment. Paul said he is therefore opposed to the current proposed amendment but would consider some reasonable figure whereby any "betterment projects" above that amount would first require a majority vote from the membership.

At this point the elections inspectors joined the meeting and announced that the by-law amendment to eliminate "betterments" as a budget account had been approved by a vote of:  Yes--48,  No--22., which constitutes 68 percent and is more than the 66 2/3rds percent required for member passage. The election inspectors were thanked for their work and rejoined the meeting.

Sara then recognized Paul who explained that a by-law change must be passed by at least 2/3rds of the membership and by at least 2/3rds of the Board. He said that the new Board will consider and vote on the by-law amendment at its first regular meeting on January 11, 2007. Paul noted that by-law amendments are typically first approved by the Board and then the Board presents them to the membership for a vote. In this case, the proposal had been developed by three members after the last Board meeting, so the Board did not meet or vote on it as yet. Sara returned the gavel to Paul.

Bob Rohr then made a motion that all Board expenditures in excess of $2500 would require a membership vote of approval. The motion was seconded. Robert Thomason said that he believed the motion was out of order because it was actually another amendment to the bylaws that could not be acted on at the meeting. Larry Anderson, challenged Robert’s procedural right to raise this point and after some back and forth, Robert restated his point as a point of order, noting that the meeting chairman could rule the motion out of order. Paul said that he agreed that the motion represented a by-law change and such a change could not be acted on at the meeting because members not present must be allowed to vote. He then ruled the motion out of order and suggested that it be initiated at a Board meeting. Bob Rohr disagreed with Paul’s decision to rule the motion out of order.

(Amended at Board meeting Jan 11, 2007)

b.) Flood Insurance Mapping Change: Bob Rohr explained that he had just been notified by his mortgage company that he would have to obtain flood insurance because as of July 2006, Hammock Beach Estates was now classified as being in a flood zone. He said that to obtain flood insurance for the first time you have to pay for an elevation certificate. He was quoted a price of $350 by one company who also told him that a quantity discount might be available. A show of hands at the meeting indicated one person who was in the same boat with Bob while apparently most others already had flood insurance and will just have to wait for a rate increase to reflect the new designation. If you have any questions or think you may need to get an elevation survey, contact Bob Rohr at 386-445-5299 or by email at rcrohr2@cs.com.

Proposal to build homes on our Conservation Easement: Jean Sherwin expressed his personal opinion that the ability of our flood water drainage system to protect us from flooding could be affected by an upcoming potential decision by Flagler County to remove lots 70 and 71 from a current conservation easement and enable homes to be built on these sites. The hearing is currently scheduled for early January and Jean is working with an attorney to help protect his interests as a neighboring property owner. However, he believes the removal of two undeveloped lots from our natural environment may be an issue that other members may be concerned about in addition to the potential flood water management concerns. Paul said that the Board will have to consider whether to take a position on this matter because the owners of two lots in question are also dues-paying members of the association. Please contact Jean Sherwin at 386-445-7028 or by email at surewin@aol.com if you have questions or would like to be notified up the upcoming hearing or learn of other ways that you can monitor what is going on or make your views known.(Amended Jan 11, 2007)

10) Adjournment: With no other business, a motion was made, seconded, and approved to adjourn the annual meeting at 9:20pm..

Respectfully submitted,

Peggy Steele, Sec.

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