OAKMONT COMMUNITY SALES ASSOCIATION

 ANNUAL MEMBERSHIP MEETING

May 1st, 2021

Present:  Gary Haupt, Dennis Garrison, Jeff Wilhoit, Jodie King, Junior Crafton, Chad Littler and many association members.  In addition, Randall Moots and Jessica Stokes of KPM Accounting were in attendance.

The annual sales membership meeting was called to order at 1:00 p.m. by President Gary Haupt.  President Haupt gave the opening prayer and led the members in the pledge. Gary asked all the veterans to stand for recognition.

Quorum:  President Haupt asked Secretary Crafton if we have a quorum to proceed. Secretary Crafton stated we billed out 2,162 assessments to deeded members.  There were 49 proxies and 978 votes for a total of 1,027 proxies and members represented. This exceeds the 10% required.

Introductory Remarks: President Haupt stated that he would like to introduce the employees and Board.  We have a great bunch of employees and appreciate all the work they put in to keep everything in good working order.  Thank you to all the members in attendance today.  We are glad you could be here.  The Sales Association meeting is first, after that we will get right into the Improvement Association meeting.

Chad Littler, new Board and Community member introduced himself.  He is the Senior Director of Finance at Big Cedar Lodge.  He provided an overview of his personal and professional experience that qualifies him for Board membership including 10 years of board services at a variety of organizations.

The membership present had several comments, issues and objections – as summarized below – as to the procedures and lack of notice on who is running for the Board, Mr. Littler’s qualifications and employment affiliation and the majority – 3 of 5 board seats – that would now constitute the HOA Board who are also employed full time by Big Cedar – Chad Littler, Jodie King and Jeff Wilhoit.

1. Why does the annual meeting notice not contain the names of the board members running for the open board seats? President Haupt explained that the Bylaws provide that candidates have until 10 days prior to the Annual Meeting to submit their application, however, the Bylaws also state that the Annual Meeting Notice to the Membership must be sent 30 days prior to the Annual Meeting.
2. Why was the special task force on responding to the proposed Amendments to the Bylaws and Declarations not set up or held? President Haupt stated that Big Cedar withdrew their amendments.
3. President Haupt and Secretary Crafton stated that much of these communications could be improved and to that end Secretary Crafton committed to enhance the existing Facebook page or set up other social media solutions so the Board actions were more transparent and timely communicated.
4. Many members questioned the propriety of the Big Cedar employees who have allegiance to their employer and their ability to act independently for the benefit of the Association. There would inevitably be times where a conflict of interest would occur, necessitating an abstention from voting, therefore, leading to an inability to conduct business of the Association.
5. How could these 3 Board members meet their Fiduciary duties – duty of care, duty of loyalty and duty to act within scope of Board authority – under corporate laws and regulations? See written comments submitted by member, Megan McGuire, herein incorporated by reference to this minutes and available in the Administrative Office of the Association.
6. What would happen to the services the members enjoy if the HOA fees would be decreased as in the recent proposal to move to a user-based fee system? President Haupt stated that the Association would not exist very long without the annual assessment funds.

Previous Minutes:  Secretary Crafton presented by reading the minutes from the 2019 OCSA Annual meeting (there was no 2020 annual meeting due to the Covid pandemic and safety protocols).  As there were no corrections noted, Bob Pratt moved and Mark Webb seconded to approve the minutes as presented.  All votes were in favor by the members and the motion carried.

Election of Directors:  The Board had two positions to fill and two nominees submitted, Chad Littler and Jodie King.  Dennis Garrison withdrew his name from the slate prior to the meeting. Therefore, no membership vote was necessary with two vacant positions and two nominees meeting board qualifications.

Resolution of the Membership:  Gary Haupt asked Donna Piney to read the following resolution:

Be it resolved: that all resolutions, acts and expenditures made by the Board of Directors in carrying out purposes and interest of the Association since the last annual meeting are hereby ratified, approved and made the acts and deeds of the Association.

As there was no further business, Jeanne McFall made a motion to adjourn the meeting, Linda Ellis seconded. All votes were in favor by the members and the motion carried. President Haupt adjourned the meeting at 2:17p.m.

These minutes are respectfully prepared and submitted by Secretary Junior Crafton.