REFLECTION LAKE COMMUNITY ASSOCIATION
Board of Directors Meeting Minutes
November 7th, 2023
Meeting called to order at 6pm. No objections to the meeting being recorded.
Board members present: Jim Boothby, Gary Long, Jerry Parker, Joe Kokinda, Sandi Bennett, Russ Bishop, Terry Zoesch, Randy Kenworthy, Dinece Browne
Roberts rules of Order/ One person talking at a time
Motion to accept the October Meeting minutes was made by Terry Zoesch and seconded by Gary Long. 9 yes votes to approve.
President Report Jim Boothby
- October 13th met with RWA and talked about the Merger to clean it up.
- Board members called a Special Meeting October 25th. The motion on the table was terminated to get rid of the merger. Made a modified motion for merger. All members are going to have an opportunity to look at merger documents and contracts and let them choose. We will do it the right way. The Second Motion was tabled until this meeting.
- Newsletter sent out.
- The Bylaws Committee will have a meeting on Saturday, November 11th at 2pm.
Vice President Gary Long:
- Bylaws information
- Cougar caught on Camera by Lakeside dr.
Treasurers Report Jerry Parker See reflectionlake.net.
- All Calander funds are in separate account.
- Grant probate due 1725.00 and will decide by judge and no date.
- Going through the process and collecting funds from delinquent lots.
- 11 owners paid a late fee of $20. We need to update. Jerry Parker acknowledged and thanked Joe Kokinda for putting together a collection policy in place. The bylaws just do not cut it. If you have a policy, you can follow it.
- Recommendations: Owners to original out of date last day to September 30th
- Paying $20 per month could be excessive and painful for some owners if they do not pay for it in several months. We need to look into this.
- Sandi Bennet commented that this was fee for an incentive to pay. Members can make arrangements to avoid the fee by paying something.
- Russ Bishop, Bylaws state 12% we need to consider.
Jerry Parker made a motion to accept the update collection policy. Seconded by Randy Kenworthy. 8 Yes and One abstained.
Secretary Dinece Browne
- Newsletter Thank you to Jerry, Gail, and Diana.
- Work on the website changes over the break. Let the board know of any changes.
CMD and Firewise Gary Long/ Jeff Toffer
- No meeting until February 2024
- Talking a lot about Carp in our lake. Discussions will come in the spring Pro/Cons needed.
- Dam survey monuments to gage elevation. DOE will give us a timeline for our survey and will do it in the summer. $7000 is in the budget.
- Due at the end of the year is our 5-year inspection. Please report any changes you have seen on any of the dams.
- Jeff Toffer has been assigned as point of contact for Firewise. We must put together another 5-year plan.
- Dry Hydrant needs to have a wet land specialist to come in and evaluate. Cost is $2000. Working with DNR if they can help cover for the study. Fish and Game, Department of Ecology, Army Corp engineers, and Spokane County all need to be involved.
Joe Kokinda: I move we use DNR community funds of $2000 to pay for they dry hydrant if the DNR does not pay. Seconded by Sandi Bennett Approved 6 Yes 3 No.
Security Gary Long
- Golf Cart in Bishop Shead
- Fishing is year-round and update the rules spring 2024.
- Fishing policy is in the welcome packet and on Guess Pass and bulletin board.
Community action Committee
- Calander Beauty Contest on Nov. 15th. Voting will take place.
- Christmas Caroling in December.
- Recap of Movies, Road Cleanup and Monster Mash Great events for the community.
ROADS COMMITTEE NEEDS A CHAIR
BYLAWS will meet on November 11th, 2023, at 2pm
RWA Wayne Moore
- Things are going well.
- SCADA system going in.
- Generator is coming in.
- We need new meters. They are outdated.
- The annual election was dismissed.
Old Business
October 25th Special meeting. Re-address the tabled motion from the October Board meeting from Russell Bishop. Stuck to one issue. Motion was withdrawn. Another motion was made by Randy Kenworthy and then amended by Jim Boothby. Postponed the vote until tonight. The special meeting notes are posted on the website.
Discussion was made about Oct. 25th motion. The Board had no objections to withdrawing the motion made by Randy Kenworthy.
Jerry Parker made a motion: I move that the Merger, with all the relevant legal documents, be decided by a majority of the RLCA owners in an election. Seconded by Randy Kenworthy.
Discussion on the Motion: You will see each person’s name and their dialogue.
Joe Kokinda: This merger vote happened May of 2023
Gary Long: Relevant documents should be included in a contract for the RWA Committee. Should be in the Bylaws the and the Operator needs to have a contract.
Jerry Parker: The minimum standard is 51 percent of the owners for a voting standard. This is a vote that requires bylaws modifications.
Jim Boothby: asked Charlie Bennett and Joe Kokinda did we have a majority of vote from the members for the merger? Did we have 51%?
Charlie Bennett: We had 90% of eastside members. 100% of all board members except 3.
Sandi Bennett: Of those who voted was a simple majority vote.
Dinece Browne: Merger of a non-corporation together you must have 2/3 according to the state RCW 23.86.220 as stated by the Merger lawyer. Read at the water meeting.
Sandi Bennett: Asks Jerry Parker and Randy Kenworthy why are you against the merger?
Jim Boothby: If we have to have 51% with a vote of the community to vote anything here. If 51% is in writing and true, the merger is cleared and cleaned up and we have a chance of getting this through with a vote.
Randy Kenworthy: More than six people told him they felt pressured to vote a certain way because their name was on the ballot. Have a clean understanding for the community. This would clean up the ballot.
Sandi Bennett: Do you agree the RCLA owns the water rights and the system? The point of the merger is moot, we have already merged, kind of.
Terry Zoesch: First election was on the Idea of the Merger. This one is with the details of the merger. There is no merger without changes to the bylaws and covenants and the majority of RLCA owners. As a board member we will get to the community a contract and we have never spelled it to out to the membership. It needs to go to the owners. It should not be forced upon.
Charlie Bennett: This was a basic merger document mainly for the IRS. The only thing RWA owns is the bank account. Not a giveaway of property, just to dissolve the RWA. Our lawyer, Tylor Lloyd suggested the merger.
Dan Browne: Question for Charlie Bennett, Is the merger in violation of the Mediated Agreement?
Charlie Bennett: no, it is not.
Wayne Moore: gave Jim Boothby a revised merger agreement.
Russ Bishop: Numbers we received was not at that percentage with a sufficient to pass.
Jim Boothby: 186 voting lots and 94 votes for a yes. Did we get of the people voting?
Wayne Moore: Of the people voting was 51%
Jim Boothby: Did we get the 94 votes?
Dinece Browne: 67 to approved and 45 to object. The Members did not have the legal documents to vote on. This is not a majority.
Rick Smith: 51 percent of the lot owners voting yes. Observation we are talking about a bylaw change so we need a majority.
Russ Bishop: Was not sufficient amount. Simple majority was not enough to pass.
Dinece Browne: These documents need to be legit for our community.
Jim Boothby: We were going to vote on a smooth copy and be on the up and up with the community. A contract to lock in the RWA for correct supervision. Posted on the internet for members to agree on. Then have the membership vote on. Members have another opportunity.
Jerry Parker: Proposal for an election and approved then green light for bylaws and contracts and necessary details.
Gary Long: Relevant Documents include a contract with RWA. Not just these documents. We need a contract to outline this. Lawyer documents do not have anything to do with this.
Randy Kenworthy: Making this a private ballot.
Joe Kokinda: Moot point, with this past election we had a private ballot. It was not the same way with RWA. This can be done in the same way. The cost of this merger was paid by RWA and needs to be paid back over the $6000 or some of the cost.
Jim Boothby: Not going to deal with anything until one of the lawsuits is gone.
Randy Kenworthy: RWA becomes a committee how does the insurance work?
Charlie Bennett: It is an umbrella of the RLCA.
Abram Crosby: Relevant documents need to be voted on so the meeting can move along or put in for new business next meeting.
Joe Kokinda: I move to postpone the motion on the table. Sandy Bennett Seconded. Discussed motion to postpone until we have all the documents read. Vote to postpone 4 yes to 5 No. Discussion on motion continue.
Diana Kenworthy: Oct 25th meeting brought up so many questions about being a committee. Would the committee have a written in a contract?
Jim Boothby: Those things will be in a contract.
Russ Bishop: Existing system not many problems.
Charlie Bennett: All kinds of problems and tried to turn in to their own PUD.
Chad Boyd: We have tried to move on from the problems of the past.
Russ Bishop: The westside owners have not had a fair opportunity to look at the merger and have a voice in the decision.
Sandi Bennett: Special meeting held; they could have attended.
Jim Boothby: Asked for a clean copy so the members can vote for or against this merger and with a contract.
Sandi Bennett: Russ Bishop should not vote, and it is a conflict of interest.
Jim Boothby: Jerry Parker wrote a whole thing for Russ for his right to be involved with everything. We need to vote on the motion.
Sandi Bennett: Motion is moot because the community already voted.
Dave Vandermeer: Jim does motion satisfy what you want to see then, the document going out to the public with the members?
Jim Boothby: When we wrote it out it was simple, merger and contract to the members to vote on. Now with the relevant legal documents it could be anything. Need a clean copy of all the documents. Then let the membership vote on it.
Diana Kenworthy: When the community voted we did not have the document. Now they can see the contract and relevant document they are voting on.
Jerry Parker: Contract will be written if we adopt the merger or not. It will have to be written how the vote goes with the community.
Gary Long: Who is putting together the contract?
Jim Boothby: Will write it and take any volunteers to help.
Jerry Parker: How we write the contract will depend on the vote.
Gary Long: Do you understand what is being asked?
Abram Crosby: Motion will be voted up or down. If voted up there will be an election on the relevant documents. An election on the merger with all legal documents with the owners of the community.
Rick Smith: Hearing a concept that flows in and out of the conversation. Two options: one is a merger option. Second is a contract implies no merger and a contract with the RWA.
Russell Bishop: We will need a contract with or without the merger.
Joe Kokinda: Contract does not go through with RWA or RLCA it is already written in the Mediated agreement, Third party complaint. We just need to make a contract.
Randy Kenworthy: Done poorly and pushed through by RWA people and Westside is not represented. We have a re-do and have the community make a good decision.
Jim Boothby: Debate has ended and called the vote. Russ can vote.
5 Yes and 4 No. Motion passes
Jim Boothby: Email policy review posted to web and look for member input.
New Business
Jim Boothby: Russ Bishop should recuse himself it something is on the mediated agreement.
Russ Bishop: This is old business.
Joe Kokinda: No bylaws or state laws have anything written. This is unethical and a conflict of interest.
Jim Boothby: He cannot vote on things that involve the mediated agreement. It is unethical and a conflict of interest.
Jerry Parker: What are your grounds for making a decision for excommunicating a board member?
Sandi Bennett: Russ Bishop should recluse himself due to conflict of interest.
Terry Zoesch: There is no monetary benefit.
Jim Boothby: Discussion is over. Motion passes 5 Yes and 4 No
Joe Kokinda makes a motion to adjourn at 8:19 pm and Sandi Bennett Seconds. All in favor to adjourn.