San Francisco Suites (SFS)—Board of Directors (BOD) Meeting

Minutes—June 13, 2020—Open Session

DRAFT

1. President Geoffrey Bellah called the Zoom meeting to order at 11:02 AM. Present were all the SFS/BOD members, including President Bellah, Vice-President Jo Ann Trembath, Secretary Linda Banner, PhD, Treasurer Jeff Reichel, MD, Member-at-Large Tom Weber, and General Manager Cynthia Reid. Owners in attendance were Sue and Max Josselyn, Cynthia and Jim White, and Linda Nicolay. Owners who joined later were Chuck Meibeyer and Lynn Spivak. With a quorum achieved, President Bellah began the meeting.

2. Owner’s Forum:
   President Bellah opened the Owners Forum. Jim White mentioned that he was concerned that “the election process was different this year.” President Bellah explained that the changes were largely due to the change in California law, SB 323, which voided term limits for BOD members and required the Suites to adopt new, more stringent election rules. And, he assured Mr. White that “once we are no longer tied to Davis-Stirling (hopefully by the end of 2020), we will be able to modify our By-Laws to reflect the old way of holding elections” (with or without term limits), so it is really only this year that has some unusual features.

3. President’s Report:
   a. Regarding the Board election, President Bellah mentioned that the call for nominations letter was sent out to the Association membership on May 1, 2020, for two openings on the Board. Two applications were returned by the deadline, June 1. Based on the new law, with two applicants seeking the two open Board positions, the election process ended at that point, and the two candidates, Geoffrey Bellah and Linda Banner, became Board Directors by acclamation. b. Regarding the Suites’ response to the Pandemic, President Bellah reminded all that soon after the last SFS/BOD meeting on March 13, 2020, the City imposed a shelter-in-place order that effectively closed the Suites, with the order expiring at the end of May. On May 28, 2020, the Board met in emergency session via Zoom in anticipation of the Suites reopening sometime in June. At that meeting, the Board approved safety guidelines and protocols for staff, guests, and visitors. But soon after that meeting, the City extended the original order, requiring hotels, lodges, and presumably timeshares to remain closed until the beginning of Stage 3 in the middle of August. Immediately after that announcement, the Suites sought legal clarification as to whether timeshares are in the same category as hotels and subject the same directive or could open sooner as private residential facilities. The Board met again in emergency session on May 31 with the hope that timeshares were exempted from the order. However, the City affirmed that timeshares, like hotels, are to remain closed until Stage 3, so the current hope is that the Suites will reopen on August 15, 2020, with the guidelines and protocols previously approved.
   
4. Approval of minutes from March 13; May 28; and May 31, 2020, meetings:
   Vice-President Trembath made a motion to approve all the minutes. Director Weber seconded the motion, the motion was briefly discussed, and passed unanimously.
   
5. Treasurer’s Report:
   Dr. Reichel stated that with the SFS closed for several months, there is less revenue from Bonus Time, parking, snacks, etc.; and with the increased maintenance and repairs, we will reduce our funding to the Reserve Budget by 50%.
   
6. General Manager’s Report:
   a. Manager Reid stated that the Association owns 16 Parlors, that 8 Parlors were adopted in April, that 6 Parlors are tax-defaulted and can be adopted in August, and that the remaining Parlors could be sold in the next Board of Directors auction. The May Tax Sale scheduled by the City was postponed due to the pandemic until August, 2020.
   

b. Berkshire-Hathaway, our insurance carrier for Workmen’s Compensation, has reduced the premiums by 18%. The 2019 premium was $25,019, and the 2020 premium will be $20,471.

c. Reid reported on The Suites’ sanitization and cleaning process. She asked and received approval for the safety guidelines and protocols, based on CDC and SF Hotel Council recommendations, which would apply to all staff, guests, and visitors once the Suites reopens.

d. President Bellah asked Manager Reid to check into whether we will need to have owners and staff sign a “hold harmless” agreement when the Suites reopens. Reid said that she was in contact with the Suites’ attorney about drawing up one.

e. Manager Reid said that she will contact architect Kevin Hackett about designing a gate for the Powell doorway or grillwork for the large windows on Powell Street to help improve security at that entrance.

f. Manager Reid explained that an arborist reviewed the condition of the sycamore trees on Powell and Pine Streets. The trees are dormant from January to March, which would account for their barrenness.

g. Manager Reid identified the Employee of the Quarter, Eric Ingersoll. President Bellah read a letter of appreciation and presented him with a check.

h. President Bellah added to the Report by explaining Reid’s recent move of her operations to Suite 10 or the Board Room due to a need for social distancing and the mold in the wall caused by a pipe leak.

7. Old Business:
(President Bellah asked the Board to table the following agenda items because information was incomplete or estimates were not received:
1. Pine Street Gate estimate,

2. Pamela Murphy and Kevin Hackett Boardroom wallpaper estimates,

3. 2020 Rules and Regulation Revision/restatement.)

a. Adoption of Electronic Communication Policy. This policy, a requirement of SB 323, was reviewed and approved by the Board in April. It was adopted unanimously by the Board.

b. Adoption of the Disability Accommodation Policy. President Bellah asked for a vote on an ADA policy for the Suites. The policy requires any guest or visitor with a validated disability to complete a form which includes professional authorization, submit it to the manager, and then receive approval from the Board for any accommodation. It specifically applies to anyone wanting to bring a service animal to the Suites. President Bellah offered a motion for adoption, Director Weber seconded the motion, and after some discussion, the motion passed unanimously.

8. New Business:
a. Compensation to owners for share time lost during the COVID shutdown was discussed. President Bellah had asked Directors Weber and Trembath to devise a plan to present to the Board which would apply to owners whose share time expired (March 31 or June 30) during the closure and to those whose reservations were canceled because of the closure. They proposed allowing those owners to rebook their lost time during January, February, April, May, and August of 2021, with a 14 day advance notice. In other words, extending their share year by the number of months that the Suites was closed. (September through December 2021 would not be available since they are the busiest months at the Suites.) Director Weber originally moved to adopt the recommended compensation plan, but after some Board members objected to the two-week notice, he amended the motion without it. Vice-President Trembath seconded the amended motion, and it passed unanimously.
b. Additional banister from the roof to the Fourth Floor. Manager Reid described the recent adjustment of the banisters in the stairways to comply with City codes, and the proposal to add a new banister to the stairway between the fourth floor and the roof.
c. President Bellah would like to donate three Victorian prints (in gold frames) to the Suites. After showing photos of the prints and explaining that any gift of art to the Suites must receive Board approval, Bellah made the motion to have the Association accept them, Director Weber seconded the motion. After some discussion, the gift was approved unanimously.

9. Forward Planning:
President Bellah asked that the Board table the following items from the agenda:
1. Board Room remodel and wallpaper replacement in January, 2020.
2. Additional items to be discussed from the 2020 Reserve Study.

10. Adjournment:
Vice-President Trembath made a motion to adjourn the open meeting at 12:53PM. Treasurer Reichel seconded the motion, and it passed unanimously.

The organizational meeting commenced to establish officers for the upcoming year and to set a calendar for meetings. President Bellah asked Manager Reid if next year’s election will be in March or June, and Reid replied that since the postponement of the 2020 election due to the new law was temporary, the election in 2021 would be held in March. The new Board determined that the meetings in 2020-21 would be held on August 15, 2020, November 7, 2020, January 9, 2021 and March 13, 2021. Board Positions for the next year will be: Geoffrey Bellah remaining as President, with Tom Weber as Vice-President, Linda Banner as Secretary, Jeff Reichel as Treasurer, and Jo Ann Trembath at Director-at-Large. These positions will remain until the next election, March 2021.

Linda Banner, Secretary

May 31, 2020, Meeting conducted by Conference Call

Board members Geoffrey Bellah, Jo-Ann Trembath, Jeff Reichel, Tom Weber were in attendance by telephone; General Manager Cynthia Reid was also on the line.

Absent: Linda Banner

With a quorum of four Board members in attendance by telephone, President Bellah called the emergency meeting to order at 11:05 AM. He reported that General Manager Reid and he had recently received information, unofficial in nature, which would suggest that the Suites might be able to reopen in June. The sources were our timeshare neighbor on Powell St., Powell Place, and an owner at another timeshare, The Donatello, who also owns at the Suites. Both Powell Place and The Donatello had legal advice from their respective attorneys that timeshares were not in the same category as hotels and therefore were not subject to the dates for reopening set by the Mayor in August. Unlike hotels, private timeshares are non-profit entities with deeded owners who have a right to occupy their residences. President Bellah and Manager Reid contacted the Suites’ attorney at Adams Stirling who stated that the Mayor’s directives about hotels do not mention timeshares. He recommended that the Suites call the City for clarification. (Powell Place had done the same without gaining any clear answer.) Manager Reid called the City but was not able to receive any answer as the City offices are closed.

With the examples of Powell Place and The Donatello and no definitive information from the City, President Bellah recommended that the Suites reopen on June 22 with the already approved guidelines and protocols in place. Director Weber so moved, Trembath, seconded, and after confirmation from Manager Reid that the Suites could be ready in time, the motion passed unanimously.

Returning to the item of rebooking owners whose reservations were canceled during the shut-down, the Board unanimously decided to again table any decision until more information is received. President Bellah suggested that Manager Reid contact other private timeshares in the City to find out if they have any plans for compensating owners, and Vice-President Trembath and Director Weber offered to discuss possible plans and then present them to the Board at its next scheduled meeting in June.

The meeting adjourned at 12:30.

Note: Information received on June 5, 2020, indicated that timeshares are indeed considered to be in the same category as hotels and lodges and would not be able to reopen until Stage 3 commences on August 15.