Board Members in attendance: Craig Wooster, Mark Hunsinger, Marla White, Eric Tjalma

Other members in attendance: 19

Proxies represented: 11

Total in attendance or represented by proxy: 34; 33 voting members represented

Agenda:

• FAQs
• Macon Road sign update
• Financial update
• By-laws / Articles of Incorporation
• Open Discussion
• Budget Vote

Meeting opened at 7:05

A count was made to determine if a quorum was presented to hold valid votes. A quorum was confirmed.

There was a motion from the floor that the Board request all pertinent covenant information and correspondence from Hope. The motion passed and the board committed to request this information from the HOA attorney.

After lengthy discussion regarding the covenants and the ability to amend the covenants, a motion was made to continue the meeting. The motion was seconded and passed. The meeting continued with a note that any additional discussion regarding the covenants could take place at the end of the meeting after the Budget vote. No additional discussion took place.

The Wood Valley Directories are being printed and should be out soon.

With regard to the recently renegotiated rates with Shaw, it was pointed out that residents are not obligated to pay the lower rate. If they choose to, they can continue to pay the previous, higher rate.

One member indicated he had done some investigating into a recently proposed Heater Utilities rate hike and said he believes we could successfully fight the increase. Another member indicated he was starting a petition that could be used to help if the neighborhood elects to fight the increase. If anyone has concerns with the proposed rate increase they can contact the board to be provided the latest update and/or to be put in contact with any members actively engaged against this rate hike.

The proposed budget was reviewed and the equity projection for the end of this year of $235 was discussed. It was noted all unbudgeted legal expenses have been accounted for in the proposed budget. Craig Wooster, President, mentioned that an effort was underway to negotiate with the HOA attorney a reduction in the legal fees. It was also noted by a member that the expected shortfall on funding for year end was really a 2005 budget issue and did not reflect the 2003-2004 fiscal year. While this is true it was noted that the projected shortfall was not accounted for in the budget proposal and thus was a potential concern to be addressed regarding the proposed budget.

It was stated the Bylaws vote has been postponed until October, or later, and that the board was considering a vote on this by ballot.

Prior to vote on these motions it was noted that there was a potential legal concern with amending the budget as proposed and accepting motions of this nature. Below please find additional information regarding the concern. In a follow-on board only meeting the board considered this concern at length but decided to let the vote stand based on the fact that the total budgeted amount was not changed. The budget is intended to be a guideline for expenses and does not mandate the actual expenditures themselves. It was felt that there will always be movement of funds between budgeted line items based on over, and/or under, runs and that the vote dictated what the money could be spent on, not that it had to be spent. The board will attempt to better clarify these points in future notices and via posted Q/As.

Next year's budget was presented. There was a lot of discussion about concerns over the liability insurance and audit costs. Some member present said they had quotes that were far less than was shown in the proposed budget. The board took an action to follow-up with specifics on the quotes obtained to date to support the associated costs. The following motions were made, seconded and passed by a show of hands:

• transfer the $2500 budgeted for Audits to a contingency fund. (18 for, 14 against)
• transfer the $2500 budgeted for board of director insurance to a contingency fund. (16 for, 3 against).

Voting on the budget was approved (20 for, 13 against).

The meeting was adjourned

addendum:

NCGS 143-318.13(c), http://www.ncga.state.nc.us/Statutes/GeneralStatutes/HTML/ByChapter/Chapter_143.html, and 55A-7-05(c)(2), http://www.ncga.state.nc.us/Statutes/GeneralStatutes/HTML/ByChapter/Chapter_55A.html, contain relevant text to potentially support the legal concern. In addition, our current bylaws, Article 3.4 (http://www.woodvalley.org/hoa/hoa/WVHOA-bylaws.pdf), contain similar language that also supports this position. The net of the concern is that the intention of what was placed in the newsletter to vote on was the entire budget, i.e. total projected expenses along with the individual expenses per item. The motions presented at the meeting shifted expense categories and reallocated the money. These motions led to the concern that what was to be voted on via the notice made no mention of eliminating certain expense categories or transferring planned expenses to one or more other categories. It's agreed that this could be argued any number of ways by many people given the subjectivity of the legal statements and the meeting notice. None of us are lawyers in this area and it's viewed by the board that no decision we make will satisfy everyone. The last thing any of us want is additional legal situations or the necessity to have a lawyer present at all our meetings to ensure everything is being done legal. As volunteers every attempt is being made to consider all opinions and assess the situation to arrive at a fair decision for the majority of the members. The board believes the decision made above matches this desire. As always the board welcomes further opinions, opposing or supporting, on this topic or any other.