Blakely Island Maintenance Commission, Inc.

Minutes of March 10, 2010 BIMC Board Meeting

A meeting of the Board of Governors of the Blakely Island Maintenance Commission was held on March 10th by conference call.

Sally Elliman President, Property Manager
Dick Demers Secretary
Jim Fergus Treasurer
Bob Breidenthal Fire & Waste Comissioner
Scott Burkhart Water Commissioner
Gail Light BCF Liason
Barbara Sullivan Vice-President, Property Commissioner, Roads Commissioner
Jim and Margaret Davis Facilities Managers
Phyllis Chennault
Pamela Roats
Wally and Joan Weller
John Madden
Russ Keyes
John and Laurie Davidson
John Madden
Pam Georgeson
Art Reinhart Attorney representing the Crowley Estate
Cheryl Burkhart Bookkeeper

At 7:37 Sally called the meeting to order.   A motion to approve the agenda was called for. Scott made the motion, and it was seconded and passed unanimously.

A motion to approve the January 7th meeting was called for.  Dick proposed that the minutes be corrected to replace the language of the January 7th meeting regarding the Purpose Clause from the State with the actual description that appears in the Articles of Incorporation in the 1961 filing.

Text from the January 7th meeting (in 10 point print and shaded):

The portion below that needs to be changed is underlined.

Here is the language that appears in the By Laws section of the 2004 Home Owner’s Manual under article II (purpose)

The purpose of these by-laws is to provide for the administration, maintenance, improvement, and protection of the properties, easements, access agreements, water rights, and equipment owned by the Association.  Further, the Association may promulgate and enforce rules and regulations which are consistent with the Blakely Island Covenants date June 1, 1995 and as amended from time to time, covering the plat of the San Juan Aviation Estates (the BIC) and make further rules and regulations which the Association from time to time may deem necessary.

Here is THE DECLARATION OF PURPOSE which appears in the Articles of Incorporation filed with the State of Washington (Filing # 156423, 1961)

The purpose of the association is to provide water, road, and landing strip maintenance (and such other services and maintenance as the association may hereafter decide) for the property owners of San Juan Aviation and Yachting Estates, and to promulgate and enforce rules and regulations necessary to insure equal and proper enjoyment of the same by all members of this association.  Pursuant thereto the undersigned hereby agree to associate themselves together in a non-profit corporation (hereinafter referred to as association), subject to the following rules and articles of association.

RCW 24.03.070  The initial bylaws of a corporation shall be adopted by its board of directors.  The power to alter, amend, or repeal the bylaws shall be vested in the board of directors unless other provided in the articles of incorporation of the bylaws.  The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of incorporation.  The board may adopt emergency bylaws in the manner provided by RCW (23B.02.070, this number was faint, and I am not sure it is correct: DD)

The following is the text that should replace THE DECLARATION OF PURPOSE that appears (underlined) above.

THE DECLARATION OF PURPOSE that appears in the Articles of Incorporation filed with the State of Washington (Filing # 156423, 1961) is the following:

                                                        ARTICLE III

The purposes of this corporation, hereinafter referred to as association, is to provide water, road and landing strip maintenance for the occupants and owners of San Juan Aviation and Yachting Estates, and to promulgate and enforce rules and regulations necessary to insure equal and proper use of same.

Sally asked for a motion to approve Dick’s suggested amended minutes.  Gail moved to accept the changes.   The motion was seconded and passed unanimously.

Sally then asked to approve the minutes for the February 18th Board meeting.  Scott moved to accept the minutes.  The motion was seconded and passed unanimously.

Pam Roats made a Point of Personal Privilege and asked that her remarks (to be sent by mail) be entered into the record as a correction to the February 18th Minutes.  Here are her comments:

“The minutes do not accurately reflect what is contained the verbatim transcript of the meeting which included my request that the board investigate how the fraudulent Articles of Incorporation found their way into the BIMC website.

Also, the February 18, 2010 minutes say ‘Pam also objected to Jim Davis’ analysis of a letter from one of the Roats’ attorneys that was shared with Board members. Her position is that as an employee of BIMC, he is not authorized to comment on BIMC correspondence.’

My complaint had to do with Jim Davis giving legal advice (incorrect) to the board.  It was Scott Burkhart’s written comment I quoted.  He said the following, in writing to board members last year---‘What is Jim Davis doing with a copy of the Roats’ letter.  This is something in which he should take no part as an employee serving, among other people, the Roats.’”

President’s Report (Sally Elliman)

Art Reinhart, representing the Crowley family, explained the details of the consolidation of the several lots owned by the Crowley family.  There will be no changes in the outer boundaries of the properties, and the Crowley family will end up having ˝ less Assessment to pay when the consolidation is completed.  Gail moved to approve the consolidation proposal and it was seconded.  She then made an amendment that the consolidation be approved but the consolidation would not result in more than the loss of ˝ of an assessment to BIMC.  This amendment passed by a majority vote.  Gail’s motion to approve the consolidation was approved unanimously.

Sally reported that the Board intends to update the By Laws, the Owner’s Manual, and the BIC.  She provided notice before April 1, 2010 that the Board of Governors intends to present to the BIMC membership for a vote for adoption at the 2010 Annual Meeting revisions to the By Laws, the BIMC Owner’s Manual, and the official BICs.

Sally announced that a letter of termination has been sent to the Facility Managers, Jim and Margaret Davis, following the procedures outlined in the current contract.  This is a contract inherited by the current Board of Governors.  The termination begins March 1, 2011. The BIMC Board is hopeful that a new contract can be negotiated within 2010-2011.

Secretaries Report (Dick Demers)

No additional comments on the report that appeared in the agenda were offered.

Treasurer’s Report (Jim Fergus)

Jim reported that BIMC has $135,800 in its checking account and $86,700 in its maintenance reserve.  Six members are now being assessed 1%/month of delinquent payments of the assessments, and one lien had been filed in Friday Harbor on the property of one member who has not made any payment.

Water Commissioner (Scott Burkhart). 

Three CCC devices remain to be connected on the Plat, and one member has agreed to disconnect an underground raw watering system, so that a CCC device will not be needed at that location.  One member who has not responded to certified letters from the Board concerning the CCC device will be facing the disconnection of treated water to his property if he does not comply with State of Washington mandates.

Roads Commissioner (Barbara Sullivan).  Barbara was not present, and her report was sent out with the announcement of the meeting agenda.

Property Commissioner’s Report (Barbara Sullivan)

Barbara was not present, and her report was sent out with the announcement of the meeting agenda.

Fire and Waste Commissioner (Bob Breidenthal)

Bob’s report was sent out with the agenda

BCF Liaison (Gail Light)

Gail announced that the marina store would be opening in mid-May and the fuel tanks will be filled before the day of the opening.  The store did make a profit and a complete financial report will be completed by March 22nd.

Facility Manager’s Report (Jim Davis)

Jim reported that a valve may need replacing at the water plant.  The existing valve is no longer made and an alternative replacement could require changes in piping under the concrete floor.  The replacement valve is a $1,200 item.  He will try to rebuild the existing valve to save money.

New Business.  Sally announced that Governor Gregoire has appointed Donald Eaton to San Juan’s Superior Court Judge to replace Judge John Linde.

Officer and Director’s insurance renewal was discussed.  Our current carrier offered a renewal beginning April 1st with a 25% increase in premium and with an increase in the deductable to $25,000.  Another company, American Insurance, was contacted but withdrew when they learned that we had an airport. Finally, Traveler’s Insurance made an offer of $2,884 per year with $5,000 deductible.  Bob moved to accept the Traveler’s offer, and the motion was seconded and passed unanimously.

Jim Davis reported on an issue that has arisen with the car insurance on the BIMC vehicles.  Underwriters are now requiring that older vehicles have a maintenance evaluation performed by a certified shop.  Because of the high costs involved in transporting the vehicles to the mainland or importing a mechanic to Blakely, Jim submitted his own detailed maintenance report with pictures.  The BIMC insurance broker is hopeful our insurer will accept Jim’s evaluation.

Jim pointed out that the coverage levels for BIMC owned structures have not been adjusted since 2004.  In particular the water plant is covered at $110,000 and if there is a fire, for example, and the entire structure and equipment inside are destroyed, we are underinsured.  Jim will carry out research and provide a report with recommendations for future coverage.

Pam Roats asked who was paying insurance for the marina.  Jim Davis answered that he provided the premium breakdown to the Treasurer and bookkeeper so that the BCF can be billed for the marina insurance.

Old Business.  None

Sally called for a motion to adjourn the meeting.  Jim Fergus made the motion, and it was seconded and passed unanimously. 

The meeting was adjourned at 8:38.  The next meeting will be held by conference call and at the Facility Manager’s home on April 15th.

After the meeting several members made comments that appear as an attachment to these Minutes.

Respectfully submitted,

Dick Demers,

BIMC Secretary

Here are three sets of comments from members who were present at Board meetings. In the community comment section at the end of the regular meeting, members were asked to share their comments.  I (Dick Demers) asked each person who spoke to send me a summary of their comments.  These are the comments that I received.  

From John Davidson

Here are my comments from last evenings meeting as you requested, to be added to the minutes:

 "I want to thank the BIMC board for all the hard work that they do for  us. You have taken on some very difficult issues for us and I know it  hasn't been easy. I appreciate the fact that you are watching over  our financial obligations, especially in regard to labor costs, which  have increased dramatically over the last several years. The  community needs to respect and appreciate your work and dedication to  the community. I think it would be a mistake for the community to  become involved in the contract issue with our caretaker, this is  clearly a board issue and decision, we as a community should not try  to micromanage what the board is set up to do. It is difficult enough  for the board to accomplish the work that needs to be done without  every issue being debated and complicated by community involvement.  Once again I just want to say thank you for all of your efforts, they  are appreciated.

From Wally Weller

BIMC Board,

I'd like to echo Margaret Mills superbly expressed recent concerns to the board, and have my own sent to the membership.

I applaud the board's efforts to contain costs and reduce assessments, and understandably, the board, or a  representative,  must conduct property manager contract negotiations.  That negotiator has no incentive to supply the membership with any details of the Davis's value to the community,  nor can he or she, I guess.

 Through Jim's reports, we all have some understanding of his efforts and work ethic.    I feel, however, that a serious problem exists in that Jim and Margo have no forum for educating the membership as to just what exactly they do, and have done, for BIMC.  Contractually, of course, but the "extras" done for  their love of our island and it's community life have now become both accepted, and too often,  expected.   There is no assurance of obtaining Jim's far ranging capabilities, and "extras" attitude and tolerance, with new property managers.   How many of us fall into the "can you help me" category, to which they're not obligated to respond?  Be ready to wean yourselves from that expectation.

    If the  membership is to vote on approving, modifying, or rejecting a negotiated agreement based on cost (assessment) guidelines, they need to have a full picture of what the overall potential costs would be with new property managers.  Think of the many issues beyond contractual for which all BIMC boards have relied on Jim's expertise and knowledge.  Research and acquisition of insurance is an excellent example.   We can all think of others.  With the ever ongoing turnover of volunteer board members,  Jim has been the "continuity factor" as board members educate themselves to new positions, and his understanding of this role runs deep. 

  For the past many years, (I'm not sure how long Terry Pence has been employed) the Davises have been considered the "one and a half property managers", and Terry has been a "fill in", "back up", or "stand by" employee.  How is it now even considered that Margo will be ignored, and Terry will be the "half time" property manager?   We've been paying him for two hours/day on the Davises' two days/week off, plus emergencies.  I think he makes better income with, and may even prefer, his various construction projects.

  This seems to be becoming an untenable situation that, in the jestful words of one board member, "may require a two day annual meeting".  Let's avoid that one, AND, even though Jim and Margo have no inclination to tout their own value, they are the ones who can best  itemize and explain the value they have brought to us since 1993 with no additional compensation.  Let's have it heard and understood by the membership.  I'd also like to see the Davises have the opportunity to answer questions at the meeting.  Of course, their contract doesn't expire until about a year from now, but even though it doesn't HAVE to be settled at this year's meeting, I think it's best that it is. 

From Mark and Chris Owings

Thank you for the opportunity to make a few very brief remarks to the Board concerning the negotiations for a new Facilities Manager’s contract.  We were surprised to learn this process had been undertaken.  It was our understanding that prior Boards had established a self-renewing contractual arrangement with the Managers, so there would be no need for a process like this, unless the contract was not, for some reason, meeting the needs of one party of the other.  Furthermore, it has been our opinion that the current arrangement does, in fact, sever the community well and that we are getting excellent management services at a reasonable cost.

We oppose making anew contract with the Facilities Managers and prefer to leave the current arrangement in place.  We ask the Board to stop the process and support the existing contract. Assuming, however, that the Board will not be so inclined, we respectfully ask that the Board consider the following, during the negotiation process:  

1)      Please make the process as open and honest as possible. Please actively seek input from the entire community, and please consider the opinions of community members.  We feel it will be better to let everyone be heard now, than to try to clean up hurt feelings and misconceptions later.

2)      Please the name or names of who asked for this public, and give that person, or those persons access to a public forum in which they can face the community and present their concerns, their reasons, and their evidence that the current contract does not meet the needs of the community.

3)      Please conduct a thorough needs assessment and make the results of that assessment public.

4)      Please prepare a thorough cost analysis, including competitive bids, and make that public.

The above comments are founded in our belief that the Facilities Managers are vital to the overall value of our property at Blakely Island , including the monetary value as wel as its value to us as a sanctuary.  We believe that any attempt to cut back on these services, will quite likely have an unfavorable effect on the value of our investment in the community.

 Again, thank you for the opportunity to respectfully present these comments and opinions.