SPECIAL MEETING

THE GLADES OWNERS ASSOCIATION

THURSDAY, APRIL 16, 2009.…6:30 P.M.

THE GULF BEACH BAPTIST CHURCH

MINUTES

In attendance were Board Members George McNitt, John Bridges, Ken Patterson, and Tom Holmes. Gus Martell was absent due to being out of town. There were 10 Glades owners in attendance.

The meeting was called to order at 6:30 PM by President McNitt.

The first order of business was to discuss our association attorney’s legal opinion regarding the “Reserve Fund” and “Special Assessments”. The President explained that when the Board and Attorney Henry are finished that questions and comments will be allowed from the members with a three minute limit per individual to speak.

Mr. Henry started his discussion by stating that he had been asked for a written legal opinion on two issues as follows:

1. Does the Board of Directors of The Glades Owners Association, Inc (TGOA) have the authority to expend its Reserve Funds to complete the entranceways projects.

2. Does the Board have authority to levy a Special Assessment to complete the project?

His complete detailed legal opinion is attached to these minutes.

His conclusion is “In my opinion, a one-time maintenance and reserve fund charge to complete the project and begin replenishing the statutorily required reserve fund falls within your legal authority to fix and levy charges, and comports with Chapter 720 and TGOA’S governing documents.”

Board member Holmes still had some reservations about whether or not replacing the signs was a maintenance expense, or a capital expense. Mr. Henry stated he could argue the case either way, but the board has a fiduciary responsibility to complete the project.

Judy Lee questioned Mr. Henry as to the validity of the covenants which she says are 20 years old. Mr. Henry said that the covenants have been amended twice and are still valid. He said that they can be renewed for ten years.

Mr. Easter and Mr. Thomas both spoke up to remind everyone that regardless of what has happened in the past, it is everyone’s responsibility to see the project completed.

After no more discussion or questions, the President made a motion to levy a one-time maintenance and reserve fund charge per owner of $100.00 for the purpose of generating sufficient funds to complete the entrance sign project. The proceeds will be deposited in the Reserve Fund account and will be more than sufficient to cover the remaining costs of the job. He said that we expect to have some money left over to add to the current balance which will be the first step in bringing us into compliance with the Florida Sunshine Laws relative to having enough set aside for future repair/replacement of our fixed assets. Upon agreement, invoices will be delivered by May 1, 2009 and payment due May 31, 2009. The motion was seconded by Ken Patterson. Tom Holmes opposed, but the motion carried.

The President motioned to change the Reserve Fund from a CD to a Money Market and take a possible penalty hit. The Reserve Fund must be available at any time for unexpected maintenance expenses not budgeted in the General Fund. Mr. Patterson seconded and the motion carried.

The next subject on the Agenda was the 2009 budget, but before the discussion, Mr. Easter was granted permission to speak. He wanted to compliment Mr. Patterson for doing the Association bookkeeping for free.

In discussing the 2009 budget, Mr. McNitt went into detail, line item by line item to explain the reasons behind each of the numbers. Mr. Holmes recommended acceptance of the 2009 budget, and was seconded by Mr. Patterson. The motion carried.

The President asked Maintenance Chairperson Judy Lee to give a report on landscaping proposals for the sign project areas on Middle Beach & Back Beach entrances and any other projects she is involved in. Her written report is filed with these minutes.

1. Glades II Ponds. Wes Burnham proposes to lease for five years @ $1.00 per year. He has submitted the lease contract to his attorneys, BurkeBlue and our attorney Henry will check on the progress and confer with the Board.

2. Glades II fence: George McNitt, Ron Barkley, Larry Ball, and Tom Easter have volunteered to do repairs for materials cost.

3. Entrances: Ms. Lee gave a detailed report, but in short, an electrician is in the process of correcting the electrical/lighting problems on the interior island on Middle Beach. Estimated cost is between $800-$1000 including new commercial fixtures.

On Back Beach, the Hombre Sign has no power. Two bids from Boring contractors for installation of conduit to trench from the center sign to the Hombre sign were obtained. Ms. Lee recommended the proposal from Fountain Engineering at a cost of $600. Upon review, Patterson motioned we approve, seconded by McNitt. Carried. Four bids were submitted for the electrical work to complete the job. Ms. Lee suggested we use the same firm that did the wiring for the other signs. Motion to approve made by Bridges, seconded by McNitt. Carried.

Ms. Lee reported that Tom Easter had negotiated with the City of Panama city Beach to pave the prepped area at the Back Beach center sign and our share of the cost is $1100. Patterson motioned for approval, and Holmes seconded. Carried.

Ms. Lee received four bids to landscape the new sign areas at Middle Beach & Back Beach entrances. She recommended Bay Landscaping at a bid of $2520 having check out their references, experience, personnel, knowledge and professionalism. They estimate the completion date on or before May 15,2009. Tom Holmes motioned and John Bridges seconded the proposal. The motion carried.

Copies of the March 19, 2009 Board of Directors Meeting Minutes had been distributed to the Board Members at the beginning of the meeting. Tom Holmes motioned and Ken Patterson seconded accepting the minutes. The motion carried and Patterson motioned we adjourn. Holmes seconded . Carried.

The meeting adjourned at 8:15 P.M

Respectfully submitted.

John Bridges

VP and Secretary