VILLAGE AT IZATY’S ASSOCIATION

BOARD OF DIRECTORS MEETING MINUTES

Wednesday, January 12, 2005 at 6:00 p.m.

Midwest Resorts Corporate Offices

6600 France Avenue South

Edina, Minnesota 55435

Call to Order

A regular meeting of the Board of Directors, of The Village At Izatys Association was held on Thursday, January 12, 2005 at Midwest Resorts. The meeting was called to order at 6:00 P.M. by President Dick Beyer, and the following Board Members were present: Ron Zappa, Kristie Lacey- Hause, Ervin Lentz, John Eggers, and Tom Kraus. Ad Hoc Committee members present were: DeAnn Grimmius and Bill Everett. Also present, was Tom Baltz, Executive General Resort Manager. Dana Johnson was the Recording Secretary.

Approve minutes of December 5th, 2004 Board of Directors Meeting

The minutes of the December 5, 2004 meeting were read by Ron Zappa and discussed. Dick Beyer asked for a motion to approve the minutes. The motion was seconded and passed unanimously.

Pre-approve minutes of December 5, 2004 Annual Owners Meeting

The Board recommended that this would not be discussed until the April meeting. Dick asked for a motion to pre-approve the December 5, 2004 Annual Owner Meeting at the April meeting. The motion was seconded and passed unanimously.

Election of Board of Directors Officers – Committee Assignments

Dick Beyer made a motion to nominate John Eggers for President. The motion was seconded and passed. Kris thanked Dick for serving as Board President. The Board agreed and also complimented him. Ron Zappa made a motion to nominate Ervin Lentz as Vice President. Tom Kraus seconded, and the motion was passed unanimously. Ron Zappa asked for a motion to nominate Betsy Neff for Secretary and Tom Kraus as Treasurer. The motion was seconded and passed unanimously. Tom Kraus asked if anyone wanted to change committee assignments. Bill Everett stated that his name appeared under the House and Grounds category. Ron asked Bill to choose which one he wanted to be on. Bill said that he wants to stay on House and Grounds because he takes pride in it and wants to help Dick. Ron told Tom Kraus that he wanted to take his place on the Communication Committee. Tom replied with, “Go for it”. Ron went over all the names of who belongs to what committee; and asked The Board what they thought about the changes. The Board agreed with the changes.

Interview Ad Hoc Committee Nominee Volunteers

Moved to the April Meeting pending review by newly elected President John Eggers.

Schedule 2005 Board of Directors Meeting and Annual Meeting Dates

The Board of Directors Meeting and Annual Meeting Dates have been scheduled for: Wednesday, April 20th at Midwest Resorts, and for Saturday, July 23rd at Izatys Resort. Ron went over the change in dates for the meetings, and asked if there were any conflicts. Tom Kraus asked the board if the Annual Meeting location was supposed to be rotated between the Twin Cities and Izatys Resort. Ron mentioned that the Board could rotate the locations or keep it at one location. Tom Baltz added that the turnout, regardless of location has been approximately the same every year. Tom Kraus agreed. Tom Kraus also added that he doesn’t care, but it would be more convenient to have the meeting up at Izatys. Tom Baltz stated that there might be construction going on at Izatys during the dates of the meetings. Tom Kraus replied that if there’s construction then we’d just move down to Minneapolis. John Eggers mentioned that we should rotate. The Board decided to rotate the Annual Meeting between the two locations, resulting in the meeting being held at the Minneapolis location. Kris stated that it would be more convenient to many owners.

Committee Reports

Finance Committee

November Financials Review

Tom Kraus went through the recap of findings Kris and her crew went through. Ron explained to the Board that there was one more deposit made. Bill asked if there was any money lost. Ron stated that last February, March and April weren’t showing. Kris stated that all delinquencies should be handled; and bottom line, it didn’t affect the Association. Tom Kraus explained the Financials Review. Tom Kraus told the Board that we collected over $10,000 more in maintenance fees than what we budgeted. The only discrepancies for the month was $4,038 charged for the collection company. Tom stated that the collection company is different from Midwest Resorts and that a check would be issued for October. Tom stated that rather than going through and changing all the paper work, the management company may handle the transfer as a related party transfer. He also stated that it was corrected for December and from now on, if at all possible, it should be current, even if you have to s shut off the books. He thinks Mindie and John should sit down and think about it. Kris mentioned that she didn’t know that the books weren’t current and wants to review with Mindie and correct it. Tom said that other than that everything’s current. Mindie put maintenance fees for each unit on the Usage Report. The Board reviewed the November Financials Report. Tom asked there were any questions. There were none.

2005 Weighted Budgets

Ron gave everyone indication for planning month by month. He had Mindie will run a Trend Report and they put it into a spreadsheet. Ron passed out the Trend Report and wants it to be a part of the actual financial packet.

Management Contract Approval

Ron Zappa presented a 3-year Management Contract for approval. A motion was made and seconded to approve the contract as presented. Motion passed unanimously.

2005 Golf Cart Purchase – Truck Barter

Tom Baltz told the Board that it would cost $12,000 for two golf carts. He stated that he primarily looked at gas golf carts instead of electric. The 2004 golf carts are $145 less per cart than the 2005’s. He also mentioned that the 2004’s are more squared front, while the 2005’s are more aero dynamic. He added that it doesn’t make much of a difference, but he’d probably go for the 2004’s because they are cheaper and they would have interchangeable parts. John asked if the warranty was going to remain the same. Tom Baltz said yes. Kris made a motion to approve the November financials. The motion was seconded and passed unanimously.

House and Grounds Committee

John gave the House and Grounds Report. He said everything was swimming fine. Tom mentions that they tried to put the blue truck up for sale. But they would like to keep the blue truck and was asked to ask The Board to barter the truck. The truck would be used to move trees and such, and it would be great to have a back up for snow plowing. Tom made a motion to transfer the truck to Midwest Resorts for 70 hours of labor. John said that it would be $30 per hour. Ron stated that it would actually be $31.50 per hour. John seconded the motion. The motion passed unanimously. Ron mentioned that the expense of the truck would not only be the maintenance of the truck, but also the insurance as well.

Policy Committee

Ad Hoc Committee Policy Revision

Ervin had trouble reviewing the rules and regulations, because the policy doesn’t have them. Ervin asked Kris if there were any other rules and regulations. Kris stated that she doesn’t think they’ve been done. Tom Baltz asked if we give rules and regulations to our owners. Ron Zappa said no. Ervin added that this is a mistake and that we should start making rules and regulations. Tom Kraus mentioned that if the CC&R’s says that we have rules and regulations, we should have them. Ron pointed out the CC&R’s contain all Association Rules and Regulations. Kris agreed, and said it was very detailed and we don’t need a separate set of rules and regulations. Ron added that it was thorough enough. Ron stated that he had developed the Policies and Procedures manual with the express purpose of governing the actions of the Board. It is our responsibility to go through and correct it. The Board reviewed section 1.4 (Ad Hoc Committee) and pointed out that the procedure reads “up to” 5 members for 1 year terms, thus giving the Board the discretion in determining the number of Ad Hoc committee appointees. Ron made a motion to change section 1.4 of the Policies and Procedures Manual to read: Ad Hoc Committee; at the sole discretion of the board.Kris seconded the motion. John stated that we should take the number 5 out completely. Ron revised the motion to have the number 5 be removed. Kris seconded the motion. The motion passed unanimously. De Ann asked The Board what caused this change. Kris replied that we are pleased with the current Ad Hoc members and doesn’t want to add anymore. Tom Kraus asked De Ann how long she would be on Ad Hoc before saying I’ll never be on The Board anyway. De Ann stated that she thought the purpose of Ad Hoc was to give alternate views. The Board is a close nit group, and the rest of the owners would be uncomfortable if there was no turnover in the Board. Tom Kraus asked, with 7 Board members, do we need more Ad Hoc. John added, in 2007 Dick and Ron are done with their 9-year terms. Having more Ad Hoc will produce more competition to the Ad Hoc members already serving. Questions were brought up about not looking at the other applicants. Kris asked the Board why we didn’t entertain the thought of looking at the other applicants. John said that he thought it would be unfair to other Ad Hoc members competing for Board positions. De Ann said that she sees John’s theory and said that after a couple of years, she will say thanks, if she won’t be on the Board. John added that we might be limiting ourselves from having exceptional board members in the future. John also stated that he is not comfortable with not looking at the 4 people who applied, and is not comfortable with only some board members deciding whether or not to look at them. John stated that we need to decide how to make a determination as to whether or not to add new Ad Hoc members. John told the Board if we have people who will benefit the Association in the future, then they should be added to the Ad Hoc Committee. The Board discussed the applicants. They came to a conclusion that William had no background, Laura has an exceptional background and has potential, and Virginia had potential as well. Ron mentioned that we should appoint someone to interview the applicants. John added that we should go through the applicants, review them and interview them via phone or the April meeting. Tom Kraus approved of John’s suggestion and told the Board to email him by February. Dick also told the Board to copy the email to him.

Number of Board Directors Positions

Ron and Ervin said that this was brought up at the Board Meeting prior to the Annual Meeting. The Board talked about increasing from 7 to 9 members. They said that it would add more variety to the Board. Dick asked the Board if this was discussed at the meeting he missed. The Board said yes and explained what the meeting was about. Kris told the Board that she is not in favor of adding additional Board Members. She added that the bigger the Board gets, the more chaotic it gets. John stated that increasing Board Members from 7 to 9 could be beneficial, because if we loose someone, we won’t get all panicky to have a full board. Ron stated that all he sees is the more people; the more work that doesn’t get done. The issue was tabled and referred to the Policy Committee.

Resort Manager/Property Management Report

Staffing Update

Tom Baltz gave the Staffing Update. He told the Board that staffing hasn’t changed since the December meeting, and that we are fully staffed.

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High Speed Internet

Tom Baltz stated that high-speed internet service is currently being installed this week, and over the next 3 weeks all the units should be completed. He also stated that along with the high-speed internet service, SCI Cable told him that the rates were as low as they can get on internet and cable service. SCI Cable also told Tom that they could offer a 3-year contract. Tom said he asked for a 5-year contract, but SCI told him they couldn’t do that, because they didn’t know how the technology would change. SCI is installing a modem in each unit at no charge and are renting them for $8 a month. Regular homeowners usually pay $42 a month for the same service. The Board thanked Tom Baltz.

Customer Service Update

Tom Baltz presented the customer service update. He stated that ever since Izatys Golf and Yacht has been on a limited service basis our scores have been fine, even In House. Bad scores are usually something about the pool. The restaurant is now open 7 days a week. He added that we are trying to have a fish house, so the business needs to do that. He told The Board that we had weeks where we had 85 – 90 percent of units that supposed to be occupied for the whole week, and by Monday only 14 left out of 41. Ron added that with In House they had 400 survey responses of people staying in the unit. Tom’s team responds to all comments. They have an overall rating of 93.84 percent, which is fantastic because the goal was 94 percent.

Developers Update

B-4 Construction Update

Tom Baltz presented the B-4 construction update. He explained that B4 is under construction. Construction started on the 9th as anticipated. The foundation is in and we are moving along with the 1st floor framing. Tom told the Board that sometime in May it would be totally ready. Ron added that he is confident that by May 31st it will be 100% complete, barring any unforeseen catastrophe. Dick asked if there were any more questions. There were none.

Old Business

Administrative Building Purchase

Ron told the Board that he met with Dave Kramber, and a new perspective buyer a week ago. The original group from Kuwaiti is still negotiating with them also. The new group has been looking at the resort for 4 weeks now. He has 3.2 Billion backing him up, of sure money. He’s into Waste management and Worldwide. There has been no formal signing of documents. The new buyer’s intent was mostly predicated on the development of 28 units on Sanctuary 2. Ron told the Board that he is in contact with Izatys Resort on a weekly basis. He also added that, at this time, Izatys Resort has no plans to file bankruptcy. He mentioned that even if there is, someone will buy it. Kris told the Board that Village Development received an offer to purchase the Administrative/Sales Office building, but she has not signed the papers. She explained to the Board that the purchase price is $850,000 with a deposit of $25,000. Kris told the Board that she thinks its in the best interests of the Association to purchase the building which would allow the Association to maintain its independence. John talked briefly with Tom Kraus, and Tom stated that he is in favor of going ahead with the purchase and asked for input from the Board. Ron told the Board that the building was appraised at $925,000. Kris made a motion to approve the purchase of the Administrative Building under the agreed upon terms and giving the Finance Committee the authority to approve suitable financing. The motion was seconded and passed unanimously. The date for the Finance Committee meeting was set for Friday, January 21, 2005 at 2:30 P.M.

New Business

None.

Adjournment

Dick Beyer made a motion to adjourn. The motion was seconded and passed unanimously. The meeting was adjourned at 8:02 p.m.

Respectfully submitted by Dana Johnson, Recording Secretary.

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