12/Jun/2004 10:00:37 June 12th Annual Membership Meeting Cloud 9 Ranch. Big Top 12/Jun/2004 10:03:15 All BOD in attendance. Approximately 150-200 members in attendance. 12/Jun/2004 10:03:41 Howard calls to order. 12/Jun/2004 10:03:56 Begin with prayer by Louie Jones 12/Jun/2004 10:05:33 John Wright USMC leads the Pledge of allegiance. 12/Jun/2004 10:05:50 Introduction of BOD and Employees. 12/Jun/2004 10:06:29 Jim Sanders CPA gives Audit report. Jim Sanders from West Plains. Audit through December 31, 2003. Audit dated May 2004. Audit report in form of Profit and Loss previous year comparison available. January through May 2004. Net asset increase in comparison to prior years. Jan Morgan asks for a repeat of the statement regarding memberships sales. Jeanne Rudolph asks for a full disclosure of the audit made to the BOD. Howard states that they got the report yesterday, and it ought to be up to the new BOD. Jeanne says she wants it disclosed to the membership at this time. Karen Stewart asks the CPA if the recommendations are part of the Audit Report. Sanders states that he has written a formal management letter to the BOD. Shout from the crowd "read it" Howard says it will be mailed to the members. Many shouts from the crowd, "read it. save a tree and read it." Karen asks if the BOD is going to respond formally to the recommendations. Karen asks again if she understands correctly if the letter will get a formal response, without personnel aspects disclosed. Someone from the floor asks to make a motion to have the letter read now-excluding the personnel issues. Robert Brown. Jeanne Rudolph seconds the motion. Point of order from the floor. "is this the time for motions?" 12/Jun/2004 10:20:54 Howard thanks the auditor. Robert Brown asks about his motion. Says "we haven't accepted it yet, how can we move on while it's still on the floor." Asking whether the report is accepted or rejected. "I do not see where that is out of order" applause from crowd. Howard says it is an 8-page report... Ed Cavin takes over. or not. Jim Sanders CPA speaks again. "CPA standing in front of 300 hostile people, lets not shoot the messenger here" "If you have questions, we'll be happy to try to explain them." "BOD has not formulated what their response will be." CPA "not to provide assurance on internal controls" "letter summarizes our comments" "some of these are very general points" "not hiding anything from you" "Organization chart is not being utilized the way it should be" "Accounting office" most drowned out by rain-didn't hear it. essentially he is reading the report of recommendations. "internal controls need to be revised so that one person does not have access to everything." "accounting manual needs to be updated and modernized" "when we asked for a receipt, it was quite a struggle to find it. we need to establish a better records retrieval system." "simple sign-out card so that when documents are used we'll know where they are." "have a budget that we're not really utilizing to its best" "recommend that accounts receivable be done by month" "want to see a list of everybody that owes me money by age of the account" "business interruption coverage insurance" "we are full-time internet, someone can hack into our system very very easily" "we want coverage in case it does happen to us." "recommend when an employee is terminated we get all their keys, company owned property... company files" etc. "procedure manual calls for washer and dryer to be separated." bookeeping correction. Inventories. "we have to stay current" re gasoline prices. "non-sufficient fund checks did not have a registry." now it will be filed. Membership sales have traditionally not been recorded as income. has been corrected. taking steps to correct the accounting system accounting software is inadequate. BOD is attempting to establish a central purchasing system. "fixed assets schedule" "we just need a better schedule" FDIC concerns if we have over $100,000 in the bank. insure additional funds if we go over that. bank account reconciliations. sales tax on food items, etc. "as a retailer you should not be paying sales taxes on items you plan to resale" "last year there was a concern over the sales of permits and licenses in the ranger station" "keeping better inventory" "review expenses on the copy machine" "confident that if you get a new machine it could cost you less than the one you have is costing you" "employee morale and self-esteem at cloud 9 is as bad as I've ever witnessed" "everyone doubts your character and your honesty" "results in chaos everywhere" "you all have a responsibility to correct this situation." "feel free to contact me through your board." "call your board, I'd rather not have all of you contacting me, we'll establish a line of communication that way." 12/Jun/2004 10:41:03 Howard speaks to the issue of helping Sanders implement these corrections. Sanders will drop in quarterly and also will drop in next year for the audit. Howard takes time to introduce Devona Moss. 12/Jun/2004 10:42:14 Jeanne Rudolph states that the report given by the CPA shows the quality of his character and quality of his report. 12/Jun/2004 10:42:45 Back to the agenda. Moment of silence for employees and friends who have passed. 12/Jun/2004 10:43:21 Howard has a little joke he'd like to tell. Cat Joke. "Put him on the phone, I'm lost" 12/Jun/2004 10:44:46 Thank yous for the various people who dont get as much recognition as is deserved. Sales program. Holiday weekend workers. Employee appreciation day. Litter pick-up crews. "if you take it out, please bring it back with you" Planting and attending of the flowers. Anonymous person who donated a new computer to the club house. 12/Jun/2004 10:47:31 Insurance is due June 30th Last company is getting out of the Ranch/campsite business. if we want insurance we have to eliminate the riding double on the horses. have a stipulation that the Ranch vehicles that are licensed cannot drive over 65mph. 6 different companies we tried to work with and it just didn't work out. wound up being $400 cheaper than in previous years. 12/Jun/2004 10:50:07 voting procedures, turned over to Ed Horton. we ask that you come to the microphone, state your name, state your motion, we will be counting your voting cards. counting committee will count if the vote looks close. 12/Jun/2004 10:53:00 reading and distribution of proxies. 12/Jun/2004 11:02:32 Office manager gives report. rain is too loud 12/Jun/2004 11:04:37 182 present to vote 287 submitted proxies 469 total votes available with proxies submitted. 16 proxies not distributed. 453 total votes present. 12/Jun/2004 11:07:06 Minutes. Howard asks for a motion to dispense with the reading of the minutes. Jerry Winkler makes motion Don Valencia seconds. 12/Jun/2004 11:07:34 passes. 12/Jun/2004 11:07:46 Howard asks for a motion to accept the minutes. 12/Jun/2004 11:08:05 Ranch manager's report Louie Jones- attendance started picking up early this year. record attendance which is helping the financial situation. few accidents on ATVs and others, only minimal problems. very pleased with the record for safety over Memorial day weekend. Louie thanks voluteers who worked over the busy holidays. The ranch continues to need volunteers. Please contact the places ahead of time. Publicity for the Ranch. group of senior citizens, interviewed for the radio, some tv news coverage. ATV sticker sales up quite a bit. cleaning out the compounds. taking bids on some trailers. reported that the Foggey crossing had its first big test last month, came through with no damage. Ranch is continuing to improve. 12/Jun/2004 11:13:27 Financial report Rex Tackett- $461,775.48 $117,938.49 money market $51,831. general checking $635,664.10 total at this point 6/10/04 at this time last year we should have a reserve of about $84,000 Rex asks if there are any questions. 12/Jun/2004 11:15:57 Sales promotion report Don Moreland July 2002 was the start of the promotion. Three membership types. D, F and R. D is regular deeded, F is financed membership with voting priveliges, and R is "user permit" with no voting rights. 141 user permit memberships, type R. thanks to everyone in sales. 12/Jun/2004 11:17:00 Old Business. Deck on the restaurant. railing, floor, substantial enough that should we want to expand, it would be suitable for a larger expansion of the restaurant itself. also, could install a sliding window to help increase the business from swimmers. Deck would be handicap accessible. Howard talks of the donations that have been pledged so far. Asks for more pledges and provides a tablet for the purpose. "will be paid for as individuals and not with club funds" it will be built by volunteers. Question from floor, "whats the tentative date to get this done?" Howard, "most of summer, cant do it til we get the money" "we will have it by next year" Linda Wright will pass the sign-up throughout the audience. 12/Jun/2004 11:23:58 Howard plugs the restaurant. good food, prices are good, good service, etc. Jim Fuchs(?) asks about Board approval for these sorts of improvements. So that we don't seen various improvements at random all over the ranch. 12/Jun/2004 11:27:33 Howard asks for the voting results from Connie Morgan. Votes for the BOD Charlie Baker 340 Ed Cavin 166 Joe Devos 237 Judy Dillman 64 John Ferguson 53 Diana Melton 259 Don Moreland 244 Frank Shores 288 Rex Tackett 162 Paula Welker 216 Bob Tipton 3 2032 votes cast /3 ~677 memberships represented. 2666 eligible to vote. 453 votes represented in person or by-proxy. By-laws 104 against 36 blank just passed Charlie Baker, Frank Shores, Diana Melton were elected to BOD. 12/Jun/2004 11:32:43 Rule Changes Ed Cavin- rules have been passed by the BOD need to be authorized by the membership. Rules Committee- went through the rules Asked for rules from the hunters. Next step for the committee is to go to the general rulebook. 12/Jun/2004 11:36:46 motion on the floor to accept the rules in the packet seconded. any questions? Question about the quiet hours. 12 O'clock is unreasonable by visual confirmation, the motion passed. question about leaving atv's on trailers after dark. Louie says there will not be a problem if it is after dark. Question about people out in the woods after Midnight. do they have to be on their pads by 12? Ed Cavin specifies that you can ride the trails after midnight, but they need to be considerate when they come back to their pad. 12/Jun/2004 11:45:45 Adjourn for lunch. Lightning is getting bad. I'm going to turn off the computer for the rest of the meeting. 12/Jun/2004 13:16:15 Readjourned by Howard. Charlie Baker "What ever is good for the Ranch." Diana Melton, restates same thing, she's here for the Ranch. 12/Jun/2004 13:17:25 Ed Horton talks about the by-laws and the rules committee. 5 items on the by-laws 1. 77.57% 2. Term limits for directors none of the limits recieved enough votes. 3. no employees to be BOD. approved. 4. BOD candidates not elected to fill vacancies. 67.29% passed 5. eliminate cumulative voting for BOD members. 65.45% failed. total numbers of votes will be recorded in the minutes. Secretary has the totals. 12/Jun/2004 13:21:06 Floor Motions. Rosemary Wright motions to adjourn failed. Kay Barslowski. mailing of the packet, did not mail back the ballot. "read the material as though we would be voting this material today" Ed Cavin, the BOD had authorized a financial committee. asked for resumes of financial specialists, accountants, bookkeepers. Please send resumes as only 1 has been received so far. Ed Horton, copy of voting instructions. Don Willis- resolution to present. Reads his resolution to the BOD and members. any amendments to the motion? read sponsors discussion of the resolution. Don Willis "It must be sent to the membership." Frank Shores "we pay $300 in annual fees, the ranch could use that to mail out 3 or 4 ballots a year and get more feedback than we get with a newsletter" Diana Melton "we are all equal owners" "my in-laws are at home, but why shouldn't they have an equal chance to vote?" The by-law was presented and seconded, so it must be sent to the members for a vote. 12/Jun/2004 14:30:00 other floor motions Paula Welker, do something about the ATV/horse trails issue. 12/Jun/2004 14:31:38 Charlie Baker moves to add to rule 16. "no more than 2 passes allowed in a 30 day period" seconded by Mark Langer. original motion withdrawn. Mark Langer resubmits a motion that you must occupy a pad for 48 hours before taking a 72 hour leave rule. opposed carry 210 109 in favor. 12/Jun/2004 14:44:53 Jeanne Rudolph proposes a new 2002 audit to be done by GAAP John Stewart seconds. little discussion. 264 in favor 64 opposed 12/Jun/2004 14:53:05 Wlodcock definition of conservation is to preserve the property. "we need a permanent body to take care of this" motion to establish a permanent conservation committee. Robert- Another issue about things for kids to do. make an activities committee for kids Joe Devos seconded. 18 and under activities. Jeanne Rudolph comments on the needs of kids. Diana Melton comments about the pre-teen center open or not. There is a significant problem with communication regarding these facilities. 12/Jun/2004 15:15:24 call for vote carries by large margin. 12/Jun/2004 15:18:40 Jerry ? 12/Jun/2004 15:21:53 Jim Jaromack showers in foggey or wilder. Power sprayer and repaint them. "let's take care of what we have, first" Howard says it is a maintenance problem, it will be taken up with maintenance. We will not take volunteers for that, that is a maintenance job. 12/Jun/2004 15:25:08 guest fee ATV charge. is it $5 every day and the $25 sticker fee? Motion is to only charge guests the $25 sticker fee. Instead of the additional $5 every day. Mary Jaromack seconds the motion. 12/Jun/2004 15:34:05 vote is called. not passed. 12/Jun/2004 15:34:37 motion for adjournment seconded by Skip Weinman meeting is adjouourned.