VANDERBILT COMMUNITY ASSOCIATION, INC



VANDERBILT COMMUNITY ASSOCIATION, INC.

VANDERBILT COUNTRY CLUB

BOARD OF DIRECTORS MEETING

I. Call To Order: A meeting of the Vanderbilt Community Association, Inc. Board of Directors convened in the Wedgewood and Waterford Rooms at 8250 Danbury Boulevard, Naples, FL, on Thursday, April 22, 2008, at 5:00pm. Notice of this meeting was posted on the Vanderbilt Country Club website and on the community channel.

II. Establish Quorum: Directors: Denis Davidson, President; Kevin Gorham, Executive Vice President; Kent Friedman, Secretary; Larry Smith, Treasurer; Alan Rowold, Vice President; John Laliberte, General Manager; Niki Dutton, Membership Director; and Jonathan Beers, Controller and approximately 31 resident members were present. Noting that a full quorum was present, Mr. Davidson called the meeting to order at 5:00pm.

III. Review/Acceptance of Minutes: The March 20, 2008 Board meeting minutes were distributed prior to the meeting to all board members for their review. As there were no corrections or additions to the meeting minutes, Mr. Friedman made a motion to accept the minutes, Mr. Smith seconded the motion and the minutes were approved unanimously.

IV. Treasurer’s Report for the Month of March 2008: The financial position of the Club continues to do well. The Balance Sheet is in good shape with a favorable cash position to prior year and no outside borrowing. Total inventory is down from last month and prior year, driven primarily by the reduction in Pro Shop Inventory. The sale of demo clubs accounted for a good portion of that reduction. Aged receivables were in great shape as current and one month past due accounted for 97.7% of receivables. There is still nothing new to report on the one account that is undergoing foreclosure proceeding.

Our consolidated income statement shows total revenue of $754,000, down $68,000 or 8.2% from budget and $20,000 or 2.7% below last year. This included an adjustment to budgeted guest fees of $46,000 to better reflect when those fees actually occur. The balance of the shortfall in revenue could be the affect from the downturn in the economy. Operating margin for the month was 87.1%, up from a budget of 86.6%, but down from last year’s 88.3%.

Operating expenses for March continued better than budget and again due primarily from lower labor, payroll taxes and benefits costs, primarily in the Food and Beverage area. Net profit for the month was just under $117,000, down just $1,000 from budget, despite the $46,000 negative adjustment in guest fees. Net profit was $64,000 below a year ago.

This brings our year-to-date net profit to approximately $295,000, improved $92,000 from budget, but below the first three months of last year by $105,000 or 26.3%. This is due primarily to the increase in operating expenses over last year.

That concluded the review of the financials.

Mr. Davidson recommended a Board motion to keep interest earned on reserve money in the reserve accounts for which it was earned instead of recognizing it as part of operations. After discussion and by recommendation of the Club’s auditing firm, McGladrey and Pullen, Mr. Davidson moved by motion that interest earned on reserve funds will remain in reserve funds and not be recognized as operating income and that this change will be a recognized shortfall to budget at year-end. Mr. Friedman seconded the motion, all were in favor and the motion was approved.

Auditors Report: Mr. Davidson made a recommendation to submit the McGladrey and Pullen Audit Report into these minutes. Mr. Friedman made a motion to accept the recommendation, Mr. Gorham seconded all directors were in favor.

V. General Manager’s Report – John Laliberte

Old Business

1. 2008 “New Capital” & “Reserve Capital” Projects Update: Mr. Dorgan reported on the need for an emergency capital request for roof repairs for the clubhouse, pro shop and activity center buildings. Some of these buildings are ten years old and now leaking and/or rotting. Cardinal Roofing installed the original roof. King Roofing has made repairs in past years. Mr. Dorgan, Chair of the Common Grounds Committee and Mr. Friedman, Board liaison, will discuss possible warranties and liabilities with the Club’s attorney for direction against Cardinal roofing. King Roofing quoted $21,748 to fix these repairs. Mr. Friedman made a motion to approve the King Roofing proposal to correct the original workmanship of the roof using emergency reserve capital funds of $21,748. Mr. Rowold seconded. All were in favor and the motion was approved. Mr. Davidson requested John Laliberte work with Mr. Dorgan to find an independent engineering firm to give a third party opinion on required roof repairs and design.

1. Phase III Water Restrictions – Monthly Pump Report: The “March, 2008 Monthly Pump Report for Vanderbilt Country Club” was distributed, as prepared by Stuart Bothe, Golf Course Superintendent, and submitted to SFWMD as required on a weekly and monthly basis. VCC remains in compliance, having pumped 1,932 gallons under the monthly SFWMD allotment of 7,890,500 gallons of water for the month of March 2008.

2. Phase II Water Restrictions – To be effective April 18, 2008: A letter received on April 16, 2008, from SFWMD, stating that improved water resources, which have shown signs of recovery due to wetter than forecasted conditions during the first few months of 2008, have resulted in SFWMD being able to reduce Phase III Water Restrictions to Phase II Water Restrictions, effective on Friday, April 18, 2008. The re-implemented Phase II Water Restrictions for golf course communities, such as Vanderbilt Country Club, mandate that we must now reduce our total irrigation usage by 30% (versus the previous 45%) of our normal monthly allocation. VCC is still required to monitor and report our actual pumpage by gallons (ie. water usage) to the District on a weekly and monthly basis. John also distributed a report from Stuart on Water Restriction Comparison for the next three months: April, May and June. Phase II allows 4.32 million additional gallons of water or 13.8% increased pumpage versus Phase III during this three-month period. Mr. Davidson made a motion to remove the restriction on car washing on non-porous surfaces, currently in effect in our VCC community. Mr. Smith seconded, all were in favor, and the motion was passed.

New Business

1. Canary Island Date Palm Replacement at VCC Main Entrance: John distributed a quote from Mainscape, Inc. to replace the one (1) Canary Island Date Palm that has died and been removed. Total installed cost equals $2,980. This expense will be recognized as 2008 Emergency Reserve Capital Expenditure. There were no guarantees on the palms since that would have more than doubled the initial cost. Mr. Davidson made a motion to replace the palm. Mr. Smith seconded, all were in favor and the motion was approved.

2. Quotes For New VCC - Common Building Appraisals: John distributed three (3) quotes and mentioned Vanderbilt has been in the process of obtaining quotes for appraisal updates for all VCC Common Buildings, in preparation for the 2009 VCA Budget and the Club’s Property & Liability Insurance Renewal for period March 1, 2009 to March 1, 2010. VCC Management’s recommendation is to accept the Townsend Appraisals, Inc. quote for $2,565 for a one-time appraisal only. This cost may be further reduced to $2,205 should the Club be able to submit the proper construction plans to Townsend Appraisal. Mr. Rowold moved to accept the Townsend Appraisal, Inc. quote as reported. Mr. Gorham seconded, all were in favor and the motion passed.

3. VCC Home Resale’s Comparison: John distributed a report prepared by Niki Dutton, Membership Director/Office Manager, highlighting VCC Home Resale’s Comparison, by Quarter and Type of Home, for the years 2002 (since transition from the Developer in 3rd Quarter) to current 2008 year-to-date. There are 17 VCC Home Sales thus far in 2008.

4. The BoardRoom Magazine: The VCA Board (individual copies) and the VCC Department Managers (shared copies) will now receive The BoardRoom, which is the official publication for the Association of Private Clubs & Directors. This is the premier publication for the Private Club Industry. This most recent bi-monthly edition for March/April 2008 has over 41 club-related articles, addressing a wide-range of issues pertinent to VCC and private clubs throughout the country.

Informational Reports

➢ Golf Revenue Report – March 2008

➢ Rounds of Golf Report – March 2008

➢ Golf Revenue Report – April 1-15, 2008

➢ Rounds of Golf Report – April 1-15, 2008

VI. Old Business

a) Owner Designee Recommendation – Kent Friedman: Prior to the meeting the Board received a report of historical data, along with notes on club comparisons from Niki Dutton as well as Mr. Friedman’s recommendation to add language to our rules and regulations which gives more clarification to the term

”Owner” and “Owners’ Designee”. Mr. Friedman moved to adopt the proposed interpretations. Mr. Gorham seconded. Mr. Davidson, Mr. Rowold and Mr. Smith were opposed and the motion did not pass. It was agreed that Mr. Davidson and Mr. Friedman would write a letter to the Club attorney requesting his expert opinion on whether this should be a rule and regulation change or a change to the club documents, which would require a membership vote. They will report back to the Board at the next scheduled Board meeting with their findings and recommendation.

VII. New Business

a) Media Center Printer – Denis Davidson: The Board was requested by several members to place a printer back into the media center. The original printer had been removed in 2005. Mr. Davidson made a motion to purchase a low cost (no more than $500) printer for the convenience of the members, with the understanding that members must be responsible for their own paper. The Club will supply the ink/toner and will repair as needed. No employees should be asked to assist or maintain the printer. If repairs or toner are needed, members can leave a message with the Club’s Administrative Assistant. Mr. Smith seconded the motion, Mr. Rowold and Mr. Friedman were opposed, Mr. Gorham was in favor and the motion was passed.

b) Women’s Golf Association Formation – Beverly Gromek: Mrs. Gromek spoke on behalf of women who signed a petition to establish a Vanderbilt Women’s Golf Association. The petition stated, “We the undersigned women golfers of VCC, in order to have an active role in the planning and implementation in all VCC women’s golf activities, seek to establish a Vanderbilt Women’s Golf Association. The proposed Association will address the needs of both 18 and 9 hole golfers. The Association will have annual election of officers, will form committees from the membership and will plan women’s golfing events, women’s golf tournaments and all other women’s golf activities.” Mr. Davidson stated that the Board does not accept petitions since members can by themselves raise issues. There were a number of questions raised by the Board members asking for a better understanding of the charter for this group and a better understanding as to why the current golf committee and the women’s sub committee of the Golf Committee were not consulted on the issue. As the Board liaison to the golf committee Mr. Davidson requested that Mrs. Gromek provide detailed rules and regulations along with the by-laws to present to the golf committee for their consideration.

VIII. Committee Reports

a) Golf Committee Report:

Trail Fees: Ms. Winnie Stone reported that their research shows that 15 trail program members have not signed the indemnification form. The Golf Committee suggests the Board send a letter to these members saying that their cart is not permitted on the course until the members sign the indemnification form. Violators will be given until May 1st to comply or they will be charged a cart fee for each play. The Board agreed to send the requested letter.

Hire Additional Ranger: Ms. Winnie Stone reported that they would like to have a ranger remain after 5:00pm two random days per week, in the months of March and April to drive the course until dark in order to report rule violations. For example: practicing on the course, underage cart drivers, non-golfers walking the course, guests playing golf without paying, unaccompanied children on the course, disruptive or destructive behavior on the course, club carts being used other than on the golf course. The Board agreed to direct Andy Costa, Head Golf Professional to budget for this position beginning April 2009.

Recognize Brothers & Sisters as Family Guest: Jim Parisi asked the Board to reconsider recognizing brothers and sisters and their spouses as family guests for reduced greens fees. There was no motion on the proposal and the Board tabled this discussion until more club comparisons/research could be completed.

b) Estate/Villa ARC Revisions – Kevin Gorham: On behalf of the Architectural Review Committee, Mr. Gorham made the following recommended addition to the ARC Guidelines for Estate or Villa homeowners: “Awnings - They are only allowed over the lanai area and should cover the width of the lanai.” Mr. Friedman seconded, all were in favor and the motion was approved.

IX. Upcoming meetings

a) May 15th (Thursday): VCA Board Meeting 5:00pm

X. Adjournment

Mr. Friedman made a motion to adjourn the meeting at 7:14pm. Mr. Smith seconded the motion. All were in favor and the meeting was adjourned.

Respectfully submitted,

_________________________________ ______________________________

Niki Dutton, Kent Friedman

Membership Director Secretary, VCA Board of Directors

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