BOD Meeting June 26, 2022
San Francisco Suites
Minutes of Open Meeting (draft) June 26, 2022
Call to Order
President Meibeyer called the meeting to order at 11:01 a.m. The meeting was held in the Board Room, with Chuck participating online via Zoom.
Board Members present:
Chuck Meibeyer, President (via zoom) Jo Ann Trembath, Vice-President Dwight Walker, Treasurer
Fred Munroe, Secretary
Jeff Reichel, Member at Large
Cynthia Reid, General Manager Max & Sue Josselyn, owners Maureen & Paul Larson, owners Sharon Munroe, owner
Pamela Murphy (interior designer) Kenneth von Berg, (IT support)
The President took a moment before proceeding to welcome new board members Dwight Walker and Fred Munroe to the board and expressed his pleasure of us all proceeding together.
Sue Josselyn expressed her pleasure with the new gate, the renewal of the roof deck, and the fact that we are currently displaying a Ukrainian flag. She also had some concerns about the bathroom paper goods and our prospects of an ongoing relationship with the operator of the parking garage.
- Chuck noted that Dwight brought to his attention, the standing requirement for an appointed committee to conduct regular financial reviews. Our legal counsel confirmed this could be a standing subcommittee of the board. On a motion by Dwight, seconded by Jo Ann, it was moved that this standing committee would, at this time consist of the President and the Treasurer. The motion was approved unanimously.
- Compensatory time for the owners due to the pandemic expires on August 31, 2022. It was clarified this expiration date was previously set by the board and no further action is needed. Chuck com- mended Cynthia and all staff, along with the previous board, for their overall handling of ways to “balance” the challenges of many owners holding unused nights during the past two years due to Covid.
At the time of the original development of the Suites, many shares were purchased with loans secured by their share. Those promissory notes were then resold to outside financial institutions. What we are now seeing is many owners being unable to sell their shares due to a lack of clear title ownership and/or liens for which there is no record of payment. Chuck suggested that the board make all reasonable efforts to help current owners clear these title issues. His intent was to make sure this information is widely known by all current owners, because some owners may feel they are faced with challenges that adversely affect the fluidity of their shares. Fred asked Cynthia how many shares fall under this “cloud”. She indicated that the association currently owns three shares that have unclear liens preventing them from being sold. Chuck said we are likely to see this happening more often in the near future. The board is pleased with the efforts that Cynthia has already made in this regard and concurs with the president regarding continued efforts to clear this issue.
- Chuck expressed his concern with the ongoing surge in Covid. He urged all to remain diligent in how we continue managing the use of public areas of the Suites, along with the Board Room. Cynthia in- indicated the need to add language to our website, in order to make our rules related to unvaccinated guests more widely understood. This is especially important in relation to guests, who are not owners. These are generally either guests of owners or exchange guests. Cynthia will look at the best way to impart this information.
- Cynthia requested the board provide stricter guidelines regarding how the board room is used by the owner for events. And she expressed her concern related to these events during Covid. Chuck suggested, that rather than some formal policy, he is willing to review this on a case-by-case basis with Cynthia. The board concurred.
Approval of Minutes:
The minutes from the March 12, 2022 board meeting, on a motion to approve by Jeff, seconded by Jo Ann, with Dwight and Fred abstaining, the motion carried 3 to 0, with the minutes approved as submit- ted.
Dwight introduced the single-page outline of our financial standing, which he refers to as “The Dashboard”. (Post board meeting it was decided to attach this dashboard to these minutes, and all future minutes, as a record readily available for review.)
- As of April 30, 2022, the operating account balance was $703,682. The Reserve account balance was $725,091. (Total fluid assets of $1,429,773) There were 6 delinquent annual assessments, totaling $9,589.30.
- We have not transferred reserve funds to the reserve cash account, as of today. Our bylaws direct us to do this within 10-days of receipt, which has not occurred. This will be addressed later in this meeting, along with questions related to operating cash on hand for the remainder of the year. However, our reserve balance in all areas is very healthy.
Long term, Dwight is reviewing what we are incurring in banking fees, related to the regular transfer of funds. He will bring the board some recommendations in the near future to address this concern.
Based upon lighter use of bonus time and a few other areas, this year, we currently see, in relation to our budget a reduction in income, with expenses currently being over budget.
General Manager’s Report:
Last year 27 shares, owned by the association, were sold. But last year and into this year, during the pandemic, the escrow/transfer process has become very slow and cumbersome. Cynthia, in consultation with Chuck will be looking at alternative title/escrow providers to streamline this process. The association currently owns 17 parlor shares. 12 of those can be offered for sale including those that now have been cleared of outstanding tax liability/liens. All of these shares also owe the current year’s annual assessment. Only 801 of the total of 816 shares have paid their assessment. There are 6 parlors currently in foreclosure. It is likely some of those 6 will settle their delinquency before they are subject to sale in December.
- 2022 Annual Assessments still outstanding – $17,436.
- Cynthia reminded the board that we spend $18,000 annually on Complimentary Amenities for our owners that are generally provided at a fee at hotels and other lodging facilities.
- The employee of the Quarter, Andrew Flack was commended for his outstanding service to our owners and guests.
- Pamela Murphy, our interior designer, presented samples of the most likely material for the re- placements to our current plastic roll-up window shared, which is operated by a chain on the side. She reviewed the three estimates Cynthia received to replace all window shades. Rather than the plastic roll-up shades, the recommendation is to install fabric Roman shades. The Roman shades have a longer life span and can be cleaned on-site.
After reviewing the three estimates, Pamela found that she can deal directly with the same fabricator associated with the best outside bid. The project, including installation, is currently is estimated at $46,813. For clarification, this overall project does not include kitchen shade. The kitchen shades were replaced about 5 years ago, with years of useful life remaining.
Jeff expressed some concerns related to the safety of the attached cords used for adjusting the shades. Pamela indicated she would seek further information to address this. Jo Ann asked about the view of the shades blackout panel from the outside. Pamela indicated that the panel is sandwiched between the inside facing and outside facing fabric and would not be seen at all. A motion was made by Fred to proceed with Pamela’s recommendation, with a preference for installing “continuous cord shades” if this can be done for an amount not to exceed $50,000. Seconded by Dwight.
With no further discussion, the motion was carried unanimously. The selection of actual fabric was deferred to a subcommittee of Jo Ann, Chuck, and Cynthia, to work with Pamela on the resolution of that issue and the question best operating cord.
Cynthia brought the board up to date on the question of refinishing the kitchen counters (between the kitchen and living rooms). The question of reconditioning the wood, at a cost of about $24,000 total, versus stripping down the wood and providing a long-term painted finish, at a cost of about $31,000, was reviewed. Chuck suggested that the cost of this minor improvement was excessive in relation to other areas of needed improvement, such as the overall condition of the carpeting. It was moved by Jo Ann and seconded by Dwight that the question of refinishing the kitchen counters be tabled at this time. After further discussion regarding our overall forward planning list, beyond this single issue, the motion was carried unanimously. Chuck asked Cynthia to review the overall revised sequencing of all projects on the forward planning list, with the goal of addressing this as part of the budget review at the next board meeting. This would likely also include adding the question of carpeting to the list. No further action on these items was needed today.
- Cynthia presented a review of information from the 2020 reserve study, indicating the need for a significant repair to the Boiler Room floor being necessary. This is a safety issue. A motion was made by Fred and seconded by Jeff to make these repairs for a projected cost of $4350. With no further discussion, the motion was carried unanimously.
- The President reminded the board that the Reserve Contribution of $180,784.80 needs to be moved from Wells Fargo Bank to the Capital One Reserve account. On a motion by Jeff, seconded by Jo Ann, to do so, this was then opened for discussion. It was agreed that Cynthia, the President, and the Treasurer shall evaluate whether there is a more advantageous destination point for this reserve contribution. The motion carried unanimously.
- Cynthia asked for approval of a Summer Parlor Sale, with the same costs and guidelines as the summer sale from 2021. The president reviewed why these sales need to include a provision requiring escrow and title insurance. He reminded the board of our earlier discussion about the historical title, lien, and liability issues with some shares being offered for sale. On a motion by Dwight, seconded by Jo Ann, the motion to authorize the sale carried unanimously.
- The President spoke about how historically, an owner’s liability for damages, when they or their guest caused damage has not been as clearly communicated as we would like. These guidelines have, on occasion, preventing the association from recovering the true cost of damages. This does not require direct board action. However, it was agreed that the reservation confirmation, sent out at the time of booking, needs to be more clear regarding liability for damage during a stay.
- Increase in Valet Parking fee: To more clearly recover actual costs, it has been recommended the Valet Parking fee be increased from $52 to $55. On a motion by Fred, seconded by Dwight, a motion was made to do so. Motion carried unanimously.
- Chuck introduced the General Manager’s recommendation to increase Bonus Time rates to $160 for Parlors and $180 for Master Suites. He reviewed the need to adjust this cost to remain more realistic with the actual market value, in relation to other lodgings in the city and the owner’s current assessment rate for the 7 inclusive nights per share. A motion by Jeff, seconded by Fred, was made to institute these new bonus night charges. Further discussion brought up by Dwight, looked at considering an in- crease for all bonus nights to a flat $200. The original motion, not amended, carried on a 4 to 1 vote.
- Items 6 and 7, under New Business, related to cyber security and the status of our website, were tabled to a later date.
IX. Next Meeting Date: meeting of the Board of Directors is September 24, 2022.
X. Adjournment: On a motion by Dwight, seconded by Jo Ann, the meeting adjourned by unanimous consent at 1:50 p.m.
Fred Munroe, Secretary