August 21st 2004 Board of Directors Meeting Open Session Cloud 9 Ranch Clubhouse Patio Room 21/Aug/2004 13:04:24 BOD in attendance. Frank Shores, Ed Horton, Diana Melton, Grace Erskine, Charles Baker. Howard Mohr absent. Len Thomas, Jan Morgan, JJ and Lola Johnson, Hannah Huddleston, Charles Vandre, John and Karen Stewart, Linda Amburgy present. Ray Walker, Earl Rahlfs, Devona Moss, Ann Baker, Ray Rice, Don Moreland, Stan Welker, CPA Sanders in attendance. Approximately 50-55 members in attendance. 21/Aug/2004 13:12:05 Grace has a statement prior to meeting. Gentleman asked her how many memberships a person can own. He said if the Ranch keeps turning around the way it is, He'll buy 4 more and has a friend who will buy 4 more as well. 21/Aug/2004 13:13:05 Introduction of the Board. Today we will meet the new Ranch Manager. "set the Board straight." Melvin Hands, "Call him Mel" Engineer, MBA. retired from school district, went into Govt contracting. currently working on the Clinton Presidential Library. No questions for Mel. He will be here for Labor Day, but he wont start til Sept. 21/Aug/2004 13:15:32 Minutes of July 10th meeting. Sue moves to table minutes until they get a chance to read Ed Horton seconds. 21/Aug/2004 13:16:01 approved motion. 21/Aug/2004 13:16:07 Sanders gives 2002 re-audit report. "At the request of the membership at the annual meeting" "went back in" "did a very detailed search and analysis of the accounts" $269,555 in operating loss for 2002 Report will be (is) available. Maintenance Fees "fees recorded when billed, not in accordance with GAAP" BOD report (available to members?) Sue Rice did transfer a $10,000 account in violation of current policy. with no checks or balances. "no money missing in the transfers. all money was moved from account to account." General Accounting, "general lack of accounting knowledge" "Quickbooks is unsecure and unstable" "you will have to change your accounting procedure" "approved vouchers with confirmed odometer reading should be used" 21/Aug/2004 13:44:07 report end will take questions from the audience. Grace says, "$10,700 is what this cost to have the same results." No $30,000 missing. "I think some people should lay it to rest"--Grace Karen Stewart asks about the timeliness of the audit being finally submitted in late 2003 and adjusted even later. "In regards to auditing according to GAAP." Sanders: "First, we do not audit according to GAAP" Sanders explains the difficulty we have by collecting maintenance fees both yearly and monthly. It creates problems and losses in the income as reported. Karen, Issues that you found that were not in the previous audit, should those critical issues have been disclosed? Sanders: Your professional judgement determines whether or not something should be brought to our attention. Sanders does not want to comment on the other auditor's judgements. Charles Vandre asks about the monthly and annual billing system. Sanders responds, it is possible to quick pay. It could be a problem if the account is not acknowledged to be paid, but IS paid. Jeanne Rudolph asks if the controls have been installed. Sanders says the steps have been taken, cant promise they will be followed. Question from floor-- regarding confusion of check number/amount of check. Sanders states, "Checks will not be paid without invoices" Question from floor regarding legality of the certain bills. Sanders says there's no way to tell what the agreements were at that time. Hannah Huddleston asks about the sales tax. Sanders describes the process of obtaining the certificate of exemption from sales taxes. Hannah asks about the sales tax she pays in the store. Sanders says that is appropriate as she is the end-user. Grace says we do have some places where we can get refunds. Question from the floor regarding the sale of memberships. Sanders says there is currently no sales program. How many documents have been produced for this report? Sanders says 3 Will all of those documents be available to the members? Sanders says that is up to the board. Board says yes. Question from Karen about whether the board is following the recommendations. Jeanne asks if the members can look forward to a point where the financials will be reported quarterly instead of annually. Sanders says it will be soon possibly, but hopefully we should get things corrected first. Jeanne encourages the board to do that, so it will clear up a lot of questions. Ed Cavin asks about software programs available and to be tested. Sanders says "CPAsystems" is the software he is considering, but it will depend on several factors to do a full conversion. We do not have the manpower to do this effectively at this point. Jeanne asks about the system. It is an MS Access based system. 21/Aug/2004 13:57:57 No more questions. Grace says Mr. Sanders will be with us from now on. He is working with us to implement the system. 21/Aug/2004 13:59:50 I ask BOD to request a bid or estimate from the CPA to retain his services for the purpose of conducting the counting of our ballots and votes for various elections. Consider this as an alternative so that members do not have to do it. Grace acknowledges request and Sanders acknowledges the request. 21/Aug/2004 13:59:56 Frank Shores gives an impromptu financial report financial statement as of yesterday, 9-20-2004 CDs $375,682.73 Cash $94,337.97 in money market accounts General Checking $32,610.67 and $4,120.05 in payroll $506,751.42 total issues of FDIC insurance to break up the $100k protection. "we have been getting a weekly profit and loss statement" "creates more confusion than anything else" 21/Aug/2004 14:04:04 Committee Reports 21/Aug/2004 14:04:11 Activities Don Moreland has schedule for Labor Day Band saturday at t-top starts at 9 Poker run Sunday starts at 1 No children under 3 years old riding on ATVs. Grace asks to have winning hands and amounts in the 9lines. Don says it's usually posted on the bulletin board. 21/Aug/2004 14:05:41 Coffee Club Mabel has nothing to report. 21/Aug/2004 14:05:56 Schoolhouse Charles reports that there will be a raffle on labor day weekend AFTER the poker run to avoid competition. 21/Aug/2004 14:06:26 Fire Department Don Moreland reports Had meeting last Wednesday fire dept and 1st responders. Linda Amburgy picked up most everything, thank her for that. Going to try to have meetings every third Tuesday, to coordinate the vol. fire and 1st responders. Don requests 6 EMT station keys for all 1st responders so that AED will be available to them. Dangerous trail, would like to see a tree at the top and a tree at the bottom so it cannot be used. 21/Aug/2004 14:08:41 Sales program Don reports 4 or 5 in the last few weeks. Give 1st responders applause. 21/Aug/2004 14:09:43 Children's activity no report 21/Aug/2004 14:09:52 Conservation Hannah reports about some of the small fish, but some people have talked to the supplier and we got decent fish yesterday. Will be serving hotdogs, burgers at poker run. still trying to raise money for a tractor. giving away a year's membership dues for the fund raising. Volunteers to cut trees. coordinate with Don Ellison. 21/Aug/2004 14:11:59 Craft House flea market to November 4th raffle Need volunteers open from 1 to 4 21/Aug/2004 14:12:42 Wilderness way no report 21/Aug/2004 14:12:48 Welcome Committee no report 21/Aug/2004 14:13:01 Ralph Coles introduced as Head Ranger. 21/Aug/2004 14:13:18 Old Business Sue NACC North American Camping Club Sue asks about comments from Board on the information they have had. Grace says it looks like more money. Grace asks if she can have more time. Sue says we addressed it last month, but nobody had the paperwork. now everybody has the paperwork, but nobody has read it. Ed Cavin states that he believes that NACC is a two-week camping allowance, as opposed to the one-week limit with RPI or C2C. Ed Horton says that he believes that she was saying it was similar, not "the same" Two-week rule may kill this. Sue is upset about the other BOD not reading the materials. comment from floor about children without memberships who are limited to a 1 week stay. "This is not fair to our guests" Grace comments on problem with "professional guests" "lets work on selling memberships instead of giving it away." Sue offers to get back with the representative to see if we can limit the use. Grace suggests that it be tabled for now. Karen Stewart also reminds that it will be profit income as opposed to not-for-profit member originating income. 21/Aug/2004 14:22:01 Payphones Sue reports 5 year contract. Centurytel would love our service, but not the seasonal phones. would cost more for seasonal phones going with centurytel than with current contract. Ed Horton mentions the poor quality of the equipment we currently have. new contract would not include a phone in wilder, as that is a seasonal phone and it will cost extra. $75 a month per phone on seasonal phone. Linda Amburgy asks if Wilder was the only seasonal phone. There were no other phones. It comes down to either having 4 good phones or making money. Devona asks about the waiver. Sue responds that the waiver was for installation. current company wants a 5 year contract with poor service and bad equipment. CenturyTel offers a 3 year contract with new phones but a $75/month fee for seasonal phones. otherwise it will not cost us. 21/Aug/2004 14:33:09 Sue makes a motion to accept the contract with CenturyTel Ed Horton seconds. more discussion about extensions Karen Stewart discusses the benefits of just paying the $225 for better service. 21/Aug/2004 14:34:54 carried unanimous 21/Aug/2004 14:35:40 Restaurant Estimates. Ed Horton reports had resubmitted estimates from January 2003 currently for $2,992.69 for a new deck on restaurant. Frank says $1,200 has been pledged. 21/Aug/2004 14:38:12 Storage Units Ed Reports several bids coming in still. Frank comments on the membership having completed the crossing. We have a bid from the membership for a $23,000 metal storage building for 20+ units Wants to get a feel from the membership of how many people would want to "pre-rent" or commit to getting this built. would cost $25-35 to rent one 8'x10' unit a year. Or do we need a larger facility. Grace asks Ron from Storage Units in Poplar Bluff to discuss the legal issues, billing, maintenance etc. 21/Aug/2004 14:41:04 Move dates for this Winter two dates. Sue comments. Two rules come into effect. You cannot return to the same pad from May 15th to Sept 15th. other rule is the BOD can relax the 30 day move rule, and that is how a move date is established. Hannah H. and Lola ask if there can be a permanent day set. the consensus is that there needs to be a permanent date for these rules to go into effect. Grace notes the rules that puts the responsibility of setting a date on the RM. Offers to let him do this. Mel suggests going with a trial date. Oct.1 to May 15. The problem is with the 30 day rule, and the "move onto your winter pad" 21/Aug/2004 14:47:37 Diana moves to set move date October 15 to April 15. You cannot move to your spot before that date. BUt only applies to Hill Country and Powder Mill. This is just a trial. Jan Morgan asks about the ability to back up 29 days before the move date. Linda Amburgy comments on the inconsistency of application to all campgrounds. Problems making everyone happy. Grace calls it a trial period. 21/Aug/2004 14:53:12 Ed Horton seconds 21/Aug/2004 14:53:24 Sue votes no. Motion Approved for this year on a trial basis. Question from floor about Lonesome and sticking around past the close date, but will leave eventually. 21/Aug/2004 14:54:41 Exceptions to guest rules number of days allowed, and number of guests. Diana reports. Some members have brought guests for more than allowable days and number of guests. It was not authorized, but it was done. To be handled by the RM in the future. BOD notes that the rules should be applied fairly to everyone. Question about guest fee. Where is it collected. It is collected at the gate. Grace comments on people who have snuck in and not reported pads. "We have a surprise for them this year" Hannah Huddleston asks about rangers being able to keep up with occupancy of a pad. Ralph Coles responds that the registration at the gate is set up only to record where they are supposed to be. Grace states that as she understands it, it is a program problem. Ed Cavin comments "The system doesn't work" Sue calls it a paperwork problem. We need a new guest registration system. Lola and Hannah call it improper training. Grace wants to get back on track. 21/Aug/2004 15:00:38 Flatbeds Charles reports about members who are leaning flatbeds against their campers. It is a rule, this cannot be done. Need more enforcement. 21/Aug/2004 15:01:29 Jan Morgan comments on flatbeds. Section in back of compound 3/4. Are you allowed to keep your flatbed on your property, as long as it's empty. 21/Aug/2004 15:02:15 Ed Horton reports that 1st responders need keys 21/Aug/2004 15:03:51 Ed moves that 1st responders be given a key to EMT station. Grace asks Ralph, who has no problem with the issuance. 21/Aug/2004 15:04:04 Frank Shores seconds. Question from floor, why, when we have an accident or incident, why does EVERY ranger report? Can we get a system to limit this and prevent congestion. Ralph Coles comments that they are used for traffic control. Don Moreland comments that we might need some secondary help in these situations. We do have an AED that works. 21/Aug/2004 15:07:38 approved unanimous. 21/Aug/2004 15:07:53 Ed Horton reports 2nd year for a drawing to give prizes to those who have made referrals to new members. $100 $75 $50 $25 Names are drawn from a box by Ray Walker. 1st Devona Moss 2nd Paul Bethel/Beffel? 3rd Earl Stevens 4th James Cavendish? "Thank you all for making your referrals. You know, this is what makes the Ranch survive... Congratulations to the winners." J.J. asks if the referral memberships were $200 or full memberships. Frank states that his report shows 16 new $200 memberships in the last month. but the prizes were for referrals in the last 12 months. Sue asks about the number of $25 checks being paid out, but there dont seem to be that many new people buying in. Asks how the referral checks are paid. either by actual sale of membership, or upon completion of a referral tour. 21/Aug/2004 15:14:09 Ed Horton reports Ideas for pre-teens by Donna Walker Diana actually reports. rearranging tables and movie areas. many suggestions, all related to seasonal items. Please present any new suggestions to BOD to consider for next year. 21/Aug/2004 15:16:21 Grace comments on the complaints about the doubles riding restriction. There was a suggestion for a carousel ride at the stable for children to be attended by stable personnel. Investigating to be attempted for Labor Day. 21/Aug/2004 15:17:26 Karen asks to have extra copies of the Agenda so that members will know what to stick around for. 21/Aug/2004 15:17:58 Conservation Revenue Ed Horton reports Devona submitted a plan to BOD to deduct advance of hunting license revenue, before it goes to Conservation Committee. Hannah Huddleston states that every year in the past the CC has gotten the money. Some confusion about what has been done in the past. Grace comments on how all the money from CC has come back to the Ranch in one way or another. Len Thomas comments on Conservation Committee is a great bargain for the Ranch. They do a lot of volunteering. Frank comments that there was probably a misunderstanding. 21/Aug/2004 15:22:35 Sue reports Sue comments that minutes were not available until this morning. By-laws state they are to be out 15 days after the meeting. Grace comments on Poker Run insurance. they are covered. 21/Aug/2004 15:23:29 Jan Morgan comments on people from Branson through Coast to Coast, and staying for 7 days. There is a reciprocal agreement with C2C, member of Treasure Lake member, was not a C2C member. so they were refused. 21/Aug/2004 15:24:48 Hannah has a comment for Mr. Hand. Asks that every member should be treated in the same fair way. Goes for BOD member and everyone. 21/Aug/2004 15:25:29 Ed Cavin has a question and a proposal for the BOD. Several projects proposed to make money. Ed is questioning the status of those. Reads a letter to the BOD. Unsolicited proposal. Create an exclusive distributorship to rent, repair, and sell golf carts. Ed reads letter. Concludes by saying he is available to work on this if requested. 21/Aug/2004 15:29:03 Concealed prohibition signs. Currently not in compliance with statute. Need to be 11"x14" with 1" lettering. 21/Aug/2004 15:29:17 Ray Walker comments on 10 days to bill. Devona explains that there was a training issue and a misunderstanding with new hires. 21/Aug/2004 15:30:18 Jeanne Rudolph asks if there are any capital improvements budgeted in the new budget. Grace says $50,000 for repairs and $6,000 for other things. Jeanne asks when that budget will go to members. Grace, next week. 21/Aug/2004 15:31:36 Lola Johnson asks about campsites that need attention. Some really need to be cleaned up, they look horrible. Not Ranch, these are member trailers. Grace mentions that Mel has examined many issues prior to his interview and he was prepared with questions and some major areas of concern for the Ranch. He appears to be very aware of most of these situations. 21/Aug/2004 15:33:09 Jeanne thanks the Board for going ahead with the re-audit. it was very gracious. Jeanne asks if there is a plan of action to deal with the disclosures for the current audit. 21/Aug/2004 15:33:53 Ed Cavin asks if there are any line items for replacement of trailers, restructuring of big top, etc. Ed asks "so there is no operating plan?" Sue comments that there is a new federal law that has eaten up mandatory pay laws. It has eliminated our surplus. Ed C. comments on how people do not realize how money is being spent on replacement equipement. There is no specification as to what gets prioritization. Charles Baker states that the departments have been getting these issues outlined. 21/Aug/2004 15:36:35 Diana comments that if you have member items to bring up, it must be submitted in writing via USPS 5 days prior to the meeting. John Stewart says that if the BOD is going by that rule, they should go by the rule regarding personnel, contracts, and legal issues for closed sessions. 21/Aug/2004 15:37:48 Frank Shores brings up the volunteer work rules. Volunteer work still can be done. But it must be reported to Employee Advantage. Hannah comments about volunteers attempting to clean and were told not to touch it due to workman's compensation. Frank says we have to document how volunteers participate, but they can still be used. 21/Aug/2004 15:39:39 Grace hands it over to Charles. Got money from trees that fell. cost $300 to have work done on hauling and cutting fallen trees. sold logs for $1100 "we made $800 off the storm" 21/Aug/2004 15:40:28 Jeanne asks about workman's comp and volunteers. Grace states that it is a Missouri law that volunteers must have their hours worked paid through workman's compensation. Sue says we will have to pay it, or EA will have to pay it. Diana states time and date for next meeting in September. 21/Aug/2004 15:41:41 Grace asks for motion to adjourn Sue moves Charles seconds 21/Aug/2004 15:41:58 all approved.