THE SEA RANCH ASSOCIATION BOARD OF DIRECTORS

REGULAR SESSION MINUTES

Approved by the Board of Directors on June 23, 2007

 1.  CALL TO ORDER:  Chair Jordan convened the meeting at 8:32 a.m., in the Del Mar Center Meeting Room 1, The Sea Ranch, California.  Directors present: Derek Bray, Sandra Bush, Marti Campbell, Rosemarie Hocker, Jim Jordan, and Leigh Mueller.  Kay Dryden was excused. Also present: Community Manager John Fox and Advising Counsel Dan Taaffe.

2. ADJOURN TO EXECUTIVE SESSION: The Board adjourned to Executive Session at 8:31 a.m.

3. RECONVENED TO REGULAR SESSION:  The Board reconvened to Regular Session at 1:03 p.m. in the Del Mar Center Meeting Hall.  In addition to those listed above, Recording Secretary Darla Buechner was present.

4. APPROVAL OF MINUTES:  February 24, 2007:  Motion by Director Hocker, second by Director Mueller to approve the minutes as submitted.  Motion passed: 6.0.1. (Director Dryden was excused).

5. ADOPTION OF THE AGENDA:  Motion by Director Bray, second by Director Campbell to adopt the agenda adding item 10e) Protection of Wildlife from the Adverse Effects of Fireworks.  Motion passed: 6.0.1. (Director Dryden was excused).

6. ANNOUNCEMENTS:

6a) Board Members:

Director Bray:  Apologized that he was without his hearing aids and asked everyone to speak into the microphones.

Director Hocker:  Noted that Kay Dryden was absent and this would have been her last meeting as a Board Member.  Director Hocker thanked and appreciated her work on the Board of Directors during
her term.

6b) Association Members: None.

7.  REPORTS:

7a)  Board Chair:  

The Chair’s Written Report from the Agenda Package:

The Sea Ranch Lodge Expansion

Passport Resorts LLC has provided their website URL, www.srlep.com, to the community.  The website summarizes information provided to The Sea Ranch Association at a meeting on March 31 and to the Design Committee at a meeting on
April 5. 

The role of the Board in the Lodge expansion is:

(1)   to ensure that the proposal does not violate the 1991 Agreement between the Association and the Lodge owners regarding Lodge expansion

(2)   to approve (or disapprove) certain permit requests the Lodge owners make of County and State agencies,

(3)   encourage Passport Resorts to use construction schedules and practices that will minimize disruption to Association Members, and

(4)   encourage Passport Resorts to come to the Membership with their plans as soon as they can, even facilitating meetings with the Membership where that is deemed beneficial.  It turns out that on the latter point, Passport Resorts needs little encouraging.

Director Dryden, Community Manager Fox, and I met with Passport Resort's Peter Heinemann and Jim Carruthers (acting as a consultant to Passport) on March 31.  Peter Heinemann and Jim Carruthers described the project verbally and we went through the 1991 Agreement, which Passport asserts it meets.  The Association will have to examine the details, but it seems that Passport Resorts has done a careful job of staying within the legal boundaries of the Agreement. 

The 1991 Agreement delineates areas that are to be preserved as the equivalent of Commons, namely the land seaward out to Black and Bihler Points.  The 1991 Agreement says the expansion can be to a limit of 120 rooms, and it lists a number of other facilities that could be built on the property.  The website provides additional information and compares Passport Resort's architectural program with the limitations of the 1991 Agreement.

The Passport Resorts principals, together with their lead architect, made a conceptual presentation to the Design Committee on April 5.  Director Campbell and I were the Board's observers at the presentation.  The design presented, some of which can be seen on Passport Resorts’ website, appears well suited to the site.  The final design, of course, will emerge from the design review process. 

The conceptual presentation was pre-conceptual review.  Think of the presentation as analogous to a site meeting prior to submittal of conceptual plans for a residence.  Once the project goes through conceptual review, Passport Resorts plans to hold a meeting for Members.  They would like to do that soon, but the readiness for the meeting depends on the Design Committee's acceptance of their conceptual plan.  They also indicated interest in holding smaller meetings with the neighbors who will be most affected.

No matter how good the design, during construction there will be disruption for Association Members.  Passport Resorts seems willing to work with the Membership to minimize the disruption - for example, the Post Office will remain open.  The Association will also work to help minimize the disruption and visual effects of construction.

We look forward to learning more about the Lodge expansion project as it moves into and through the design review process. 

Executive Sessions

One of the continuing questions Board Members hear is, “What do you do in Executive Session?  Are you having discussions that should be held in Regular Session?”

Executive Sessions are held to consider issues deemed by law to be confidential.  They include:

• Personnel matters
• Member discipline
• Litigation
• Contract negotiations

In a typical scheduled Executive Session, we routinely hear reports from the Community Manager and Advising Counsel on Members in arrears, on Member discipline, usually matters involving apparent CC&R violations, and on the status of litigation and threats of litigation.  Community Manager Fox and his staff have devised Member-friendly ways to reduce the number of Members in arrears, so we spend little time on that. 

A CC&R violation matter that the Community Manager deems significant enough to be brought to the Board’s attention is a serious matter and discussion can take much time.  Each Board member views a CC&R violation matter differently.  We ask many different questions of Staff in order to refine our shared understanding of the matter, and of the appropriate strategy for resolving it equitably and for the long-term benefit of The Sea Ranch.  When the matter is complicated, it can consume an hour or more of discussion at each of several Executive Sessions. It only takes two or three such matters to drive a scheduled Executive Session into one that resumes after the close of Regular Session.

A very few CC&R violations result in litigation.  Litigation, too, is very time-consuming in Executive Session.  Because litigation is costly, not only must we understand the nuances of the CC&R violation, but also of the legal process, be it a process that leads to settlement or one that leads to adjudication in Court. 

Discussions of personnel issues cover a multiple of areas.  The Community Manager may seek our advice on major proposed personnel changes.  We may seek clarifications of personnel policies and practices.  We may discuss and decide upon appointments to the Policy Committees (Finance, Planning, and Utilities).  We may select awardees for the various awards the Board gives to Members and to Staff; the most fun, and the most time-consuming, of these discussions are the selections of Sea Rancher(s) of the Year.

Many contract matters are simple, straightforward contracts for services; they do not take much time.  What do take time are the large, complicated negotiations leading to major contracts or agreements that will affect life on The Sea Ranch in some fundamental way.

Enter the “Doesn’t this belong in Regular Session?” question.  It is a question raised by Advising Counsel or a Board member at least once in every Executive Session.  When dealing with a long, drawn out, multi-phase process (for example, the resolution of the Public Access Bluff Trail erosion issue with the County), there are discussions of fact and discussions of negotiations.  The former belong in Regular Session.  Discussions of fact may also be appropriate in Executive Session if they directly inform a discussion of negotiations, including negotiation strategy.  So, we may cut off the discussion entirely, referring it to Regular Session, or we may limit the discussion to that part that relates to negotiations, or we may decide that the discussion falls entirely within the scope of Executive Session. 

We also have Special Executive Sessions.  These are usually brief, one-topic sessions in which a timely decision regarding, say, approval of a contract or settlement of litigation, is required.  These sessions are often conducted telephonically.

Long Range Financial Planning Workshop – June 9

I call your attention to the Board’s Long Range Financial Planning Workshop scheduled for 2:00 – 4:00 PM on June 9, at the Del Mar Center Hall.  Several new projects and programs of the Association and the Water Company are foreseeable.  These could be costly.  The workshop is to consider the predictable costs from all entities affecting our pocketbooks, to develop a mechanism for evaluating them in one forum, and to identify pressure points of which we should be aware as we prepare budgets and plan for the future of the Association and the Water Company.  The workshop is also to discuss how to create placeholders for necessary projects and programs that we cannot foresee now.

Policies and Procedures Regarding Conflicts of Interest

I had expected to bring you the results of my review of the Association’s policies and procedures regarding conflict of interest at this meeting.  Unfortunately, the press of other Association business and personal matters has preempted the time available for that review.  It remains on my personal agenda for the June 23 Board meeting.

The Chair’s Oral Report:

Report of Executive Session

This morning, the Board conducted an Executive Session that

·        Heard and discussed the status of four member compliance issues.  One related to construction not approved by the Design Committee has been settled.  The others relate to unauthorized cutting of trees in a cypress hedgerow and to appearance of private properties not in conformance with the CC&Rs. 

·        Heard a review by Advising Counsel of the rights for development of Unit 39B.

·        Discussed the strategy for resolving any legal issues that may be raised by the expansion of The Sea Ranch Lodge.

Water Conservation

We have had a dry winter – so dry as to induce thoughts about drought if the weather pattern continues next year.  So this is a good time to think about water conservation.  Randy Burke has written an article for the May Bulletin that gives tips on how to conserve – good reminders for us all.

The Utilities Committee and the Hydraulic Model

Finally, I would like to commend the Utilities Committee for the role they played, first in the proposal that the Association invest in the development of a Hydraulic Model of the water system and in a Master Plan based on the Model, then in helping to develop the Scope of Work for our consultants, and finally for their continuing analysis of the resulting Master Plan.  This has moved our understanding of the future needs of the water system out of guesswork and given it a solid, fact-based foundation.

7b) Community Manager:

Implementing 2007-2008 Budget: I have taken several anticipatory steps towards implementing provisions of the Association’s 2007-2008 budget so that the planned improvements in various parts of our operation can be put into effect as soon as possible.

 Director of Emergency Services:  This 60% full time position has been advertised in the Independent Coast Observer and several northern and southern California newspapers, in addition to a prominent national emergency services professional journal. The position description is accessible on the Association’s Website (under Events/Employment Opportunity).  So far, we have received ten resumes.  We expect to create a short list of the six most qualified candidates for on-site assessment in mid-May by a five member panel including emergency professionals, community members, and staff.  Rich Perry will conduct the assessment without charge.

Clerk-Typist in the Design, Compliance and Environmental Management Department: This department is in the process of advertising for the budgeted new clerk-typist.  The successful candidate will replace Michael Mondragon who has received a promotion to add Compliance Inspector duties to his administrative assignments.  At the same time, Lisa Scott has been placed in overall charge of the DCEM Department with the title of Executive Director.  Julie Browne has been promoted to fill Lisa Scott’s former position of Operations Manager.  Dick Whitaker (Director of Design) and Bill Wiemeyer (Director of Compliance & Environmental Management) continue in their current roles, as do Design Assistants Craven Alcott and Gayle Forster.  These changes represent progress towards improving the department’s operational efficiency and level of customer service.

Seasonal (Summer) Addition to the Security Department: This position has been advertised locally, and several candidates will be interviewed by a panel of staff members in the near future.  Three Security Officers will be on duty during peak times to increase coverage and reduce delays and response times.

Review of Association Information Technology Systems:  A Request for Proposals from information technology consultants is being sent to five candidates.  The work involves making a full review of all of the Association’s and Water Company’s information technology operations, needs, hardware and software.  This is to establish a foundation for implementing the budgeted goals of integrating our databases, introducing automated alarm and meter reading capabilities within the water company, upgrading the Association’s Website, and establishing a mass notification system for use in emergencies.  The work will also help us make preparations for a planned, comprehensive replacement of our computers in 2009.

Expedited Defensible Space Property Inspections: Plans to implement the approved budget item to expedite defensible space property inspections at The Sea Ranch are well advanced.  CalFire (formerly known as CDF) has secured the services of three members of the Volunteer Fire Department, Bill Clyne, Walt Jorgenson, and Mike Scott, for training and to work alongside CalFire personnel during the work.  The training will be conducted by CalFire’s Eric Hoffman, and it is hoped that all properties will be inspected within the planned 12-month goal.

Meeting with California Coastal National Monument (CCNM) Staff:  I attended a planning meeting with CCNM representatives and the Chairs of the Trails Committee, the Security Committee, and the Seal Docent Group on April 17, 2007.  The CCNM is part of the federal Bureau of Land Management and responsible for monitoring flora, fauna, and habitat preservation in all of California’s offshore islands, pinnacles, and reefs.  We initiated a strategy for establishing protocols and responsibilities for reporting any problems which may affect the islands immediately offshore from The Sea Ranch.

Meeting with Sonoma County Parks Regarding Erosion of the Public Access Bluff Trail:  Community members, Board members and I attended a meeting with representatives of Sonoma County Parks and Sonoma County (referred to collectively here as “County”) on April 14, 2007.  There was an excellent turnout of around 100 people from the community.  It began with a discussion of the Association’s goals and the County’s goals for the meeting.  The County conveyed a clear understanding of the options under consideration and described the County CEQA (California Environmental Quality Act) process that will be used to select preferred alternatives.  The Association heard about the County’s latest thinking and planning and the schedule and processes ahead.  Association members had an opportunity to have their opinions heard and to state their views prior to the public CEQA hearings.

This was followed by a discussion of development of the Board’s “The Sea Ranch Bluff Erosion Principles” by Marti Campbell.  Mike Lane and I gave a short talk on the progression of research and development of options from a Sea Ranch perspective based on prior reports and technical correspondence.  The County then responded to The Sea Ranch perspective and stated the range of options now under consideration.  The County described the CEQA process which it envisions, including a process for selecting preferred alternatives while considering aesthetics, environmental considerations, cost and maintenance.

During the next hour, Members made comments and posed questions.  The Board Chair made a summary statement on behalf of the Board before County Parks closed the meeting with a summary of its planned next steps.

Mountain Lion Meeting: The meeting on mountain lions arranged by Rich Perry and Will Randolph took place on March 31, 2007, in a packed Del Mar Center Hall.  David Baron, author of “Beast in the Garden” made an engaging presentation which echoed the book’s content.  A report of the meeting appeared in the ICO.

In conjunction with the reporting of mountain lion sightings by local citizens to The Four Eyed Frog, Association staff is preparing signs for placement on trails.  We will place them as a warning when sightings are made at The Sea Ranch and remove them promptly as appropriate. 

I have been receiving reports that there are a number of people at The Sea Ranch who are feeding deer and other wild animals as if they are pets.  Please spread the word that it is unhealthy for the deer to be fed by humans.  Not only is it against California state law, but it also has the potential to invite mountain lions into private yards because they follow their prey.

Burbank Housing (The Sea Ranch Apartments): Lin Plescia and I held a meeting with Alicia Miller, the newly appointed manager of The Sea Ranch Apartments, on March 22, 2007.  Alicia, who is bilingual, was formerly a Sea Ranch Security Officer who specialized in keeping in touch during her routine patrols with the Burbank Housing residents.  The Association’s Director of Security was also present for our discussion.

The discussion strongly reaffirmed my earlier expectation that Alicia will lead The Sea Ranch Apartments towards a better future from the perspectives of both the Burbank Housing Company and The Sea Ranch Association.  She is conscious of the owners’ need to maintain full occupancy and minimize costs as well as The Sea Ranch Association’s interests in harmony and aesthetics.  We discussed ways in which the two communities could work together and agreed to have periodic meetings alternately at the Association office and the Burbank Housing Manager’s office.  We talked about the planned community garden at The Sea Ranch Apartments and agreed that Alicia will poll her tenants to determine whether this is important to them, and if so, who is willing to commit time and energy to the project.

Now that this vital link has been made between the two organizations, I expect that any problem issues will be quickly resolved once they are brought to our attention.

VIP Committee and Communication Committee Activities: The Association received a generous offer from the Busse family, owners of the Verdant View property at 1000 Annapolis Road, for free use of the former Henley’s Gallery space on the second floor.  This could be used as a place to exhibit the VIP Committee’s displays describing the Sea Ranch concept and other historically relevant descriptions of early Sea Ranch activity.  The VIP Committee is considering this kind offer.  Given the Planning Committee’s efforts towards helping the Verdant View area property owners enhance the value of this area to the community, the Busse offer might prove to be quite worthwhile.

The Communication Committee is currently evaluating the long term future of the Association’s publications, the Bulletin and Soundings.  Given that the quarterly Soundings has been largely a volunteer effort by Kathi and Duane Gordon who may decide at some point to relinquish the role, the Committee is concerned to see that the publication will continue even in those circumstances.  One of the possibilities under consideration is that with very little change in format, Soundings could become a quarterly insert into the Bulletin.  There are no immediate changes under consideration.

7c) Treasurer: Treasurer Campbell noted that the March Financials were not in the back of the room and that they could be viewed in the next Bulletin.  

She then noted that the Design Committee Fees are under budget but that there was an offset from a settlement of $66,000 and lower salary projections. 

She announced that on Saturday, June 9, from 2:00 to 4:00 p.m., the Board of Directors will be holding a workshop regarding Long-Range Financial Planning for The Sea Ranch Association and The Sea Ranch Water Company, and that Ann Harriman would be moderating the workshop.

The purpose of the workshop will be to discuss the financial implications of events and issues beyond the 3-year timeframe we address in our ongoing budget process.

She announced that audit field work would be taking place in June.  Staff is currently preparing to implement the new budget and the year-end close.  The new assessment amount of $163.00 per month is effective May 1, 2007.  The Audit Committee met with our auditor to discuss the Water Company financial review for 2006 on March 17, 2007, and the financial statements were accepted as presented.  A full copy is available to members upon request at the Water Company office.

As of the end of March and with 91% of the fiscal year completed, we are at 84% of the net budget. 

No Director’s expenses were submitted for reimbursement in March.

7d) Advising Counsel: None.

8. MEMBERS AGENDA:  None.

9. UNFINISHED BUSINESS:

9a) Resolution 15 – Procedure for Considering Requests for Variances from the Restriction or Design Committee Rules:  Motion by Director Campbell, second by Director Hocker, to approve Resolution 15 as submitted.  Motion Passed: 6.01. (Director Dryden was excused).

10. NEW BUSINESS:

10a) Driveway Easement Across Commons for Unit 36A – Lots 19-23: The Community Manager introduced this item for action and noted that this item was previously approved in 1989, but the recording never occurred.  Motion by Director Hocker, second by Director Bray to approve the survey and recording of an easement across Commons for a driveway to benefit Unit 36A Lots 19-23.  Motion passed: 6.0.1. (Director Dryden was excused).

10b) Lot Split for Unit 18 – Lot 96: The Community Manager introduced this item and noted that the Design Committee and Staff had reviewed and concurred with the request for an extension to divide the above noted property into three individual parcels.  It was also noted that the fee would be $20,000 each for the two additional lots.  Motion by Director Hocker, second by Director Campbell, to approve the lot split extension for Unit 18, Lot 96 as submitted.  Motion passed: 6.0.1. (Director Dryden was excused).

10c) Amendment – Article VII 7.01 (a) – Conflict of Interest: The Community Manager introduced this item asking the Board to approve the record keeping changes of the Bylaws to reflect the current staff organization and the titles that go with those organizational changes and to include members of all of the Board’s Policy Committees.  Motion by Director Bush, second by Director Campbell, to approve the changes to Article VII 7.01 (a) as submitted. Motion passed: 6.0.1. (Director Dryden was excused).

10d) Resolution 281 – Establishment of The Sea Ranch Association Fire Safety Task Force: Chair Jordan turned the gavel over to Vice Chair Mueller and then introduced this item to the Board.  Motion by Chair Jordan, second by Director Hocker to approved Resolution 281 and the Charter of The Sea Ranch Association Fire Safety Task Force.  

After discussion, motion by Chair Jordan, second by Director Campbell to amend the Charter to include a member of the Planning Committee and increase the membership from seven to eight members.  Motion passed: 6.0.1.  (Director Dryden was excused).

 A further change to the Charter was made, motion by Chair Jordan, second by Director Campbell to add, in the fourth bullet after the word “whole,” aesthetics, habitat values and views… Motion passed: 6.0.1. (Director Dryden was excused).

Motion by Director Bray to change the Task Force makeup in the Charter from three Board members to two Board members.  The motion died for a lack of a second.

The main motion passed: 6.0.1. (Director Dryden was excused).

10e) Protection of Wildlife from the Adverse Effects of Fireworks:  Motion by Director Bush, second by Director Hocker that the Board authorize the Community Manager to seek ways to protect wildlife on The Sea Ranch, in the waters offshore of The Sea Ranch, and on the portion of the California Coastal National Monument for which the Association is Steward from the adverse effects of fireworks. Motion passed: 6.0.1. (Director Dryden was excused).

11.  ROUNDTABLE: 

Sending the Bulletin First Class: Director Campbell asked about the possibility of sending the Bulletin by first-class mail, rather than third-class.  The Community Manager voiced frustration in the amount of time its takes for members to receive their Bulletin and that he estimated the costs of sending the Bulletin first-class to be in the range of $10,000, he noted that he was not willing to go over budget for a non-budgeted item, but that he had some ideas to help delivery at The Sea Ranch.  He noted that The Sea Ranch Bulletins could be drop-shipped to the Association office and hand-delivered to The Sea Ranch Post Office for quicker delivery to on-ranchers. Director Campbell agreed to work with the Community Manager on ideas for quicker delivery of the Bulletin.

Design Committee Structure:  Director Hocker asked if The Sea Ranch Association Board of Directors Policy Design Committee Structure adopted April 27, 2002 and amended June 22, 2002 was what we were doing and if this policy was included in the Design Manual and Rules.

Planning Committee Ideas: Director Jordan noted that the Planning Committee had introduced ideas that the Board of Directors might want to consider.  The ideas are inventory and mapping of the environmental features of commons, meadow restoration discourage forests intruding on the meadows, and burdens that water, sanitation and septic systems have with regard to build-out.

12. ADJOURNMENT: There being no further business to come before the Board, Chair Jordan adjourned the April 28, 2007 Board meeting, at 3:35 p.m.

Sandra Bush, Secretary
The Sea Ranch Association Board of Directors      

 THE 2007-2008 SEA RANCH WATER COMPANY

BOARD OF DIRECTORS

REGULAR SESSION MINUTES

June 23, 2007 

Approved by the Board of Directors July 28, 2007

1.  CALL TO ORDER:  Chair Jordan convened the meeting at 8:35 a.m., in the Del Mar Center Hall, The Sea Ranch, California.  Directors present: Derek Bray, Sandra Bush, Marti Campbell, Tim Gallagher, Rosemarie Hocker, Jim Jordan, and Leigh Mueller.  Also present: Chief Executive Officer John Fox, Advising Counsel Dan Taaffe, Advising Counsel Gary Weatherford and Recording Secretary Darla Buechner.

2. ADOPTION OF THE AGENDA:  Motion by Director Hocker, second by Director Mueller to adopt the agenda adding item 5) Under Other Business Discussion of a Water Storage Pond on The Sea Ranch Golf Links near Tee #11.  Motion passed: 7.0.0.

3. WATER TANK NO. 8 – Preliminary Possibilities for Locating a New Water Tank for The Sea Ranch Water Company:  The Board heard a report from Chief Executive Officer John Fox wherein he discussed 5 possible sites for the placement of Tank 8.  At the end of his preliminary report he recommended sites 4 and 5 should be studied further, and that sites 1-3 should not be considered further at this time.

After discussion, The Sea Ranch Water Company Board of Directors authorized the Chief Executive Officer to proceed with the recommendations and plans outlined in his report for sites 4 and 5.  They further authorized the Chief Executive Officer to notify owners in the vicinity of sites 1, 2 and 3 alerting them that these sites were not being considered at the present time.

4. PRELIMINARY REVIEW BY CONSULTANT BARTLE WELLS: The Board of Directors heard a preliminary report from consultant Douglas Dove, President of the consulting firm Bartle Wells, regarding The Sea Ranch Water Company operating as a public agency versus private company.  The consultant will return in one month to give the Board of Directors a final report on its findings.

5. OTHER BUSINESS - Discussion of The Sea Ranch Golf Links Pond on Tee #11:  The Board of Directors informally discussed the water storage ponds being considered by The Sea Ranch Golf Links.

6. ADJOURNMENT: There being no further business to come before The Sea Ranch Water Company Board of Directors, Chair Jordan adjourned the June 23, 2007 Board meeting at 10:44 a.m.

Sandra Bush, Secretary

The Sea Ranch Association Board of Directors