VANDERBILT COMMUNITY ASSOCIATION, INC.

VANDERBILT COUNTRY CLUB

BOARD OF DIRECTORS MEETING

I. Call To Order: A meeting of the Vanderbilt Community Association, Inc. Board of Directors convened in the Wedgewood & Waterford Rooms at 8250 Danbury Boulevard, Naples, FL, on Thursday, February 19, 2009 at 5:00pm. Notice of this meeting was posted on the Vanderbilt Country Club website and on the community channel.

II. Establish Quorum: Directors: Denis Davidson, President; Kent Friedman, Executive Vice President; Alan Rowold, Secretary; Larry Smith, Treasurer; Bob Popowich, Vice President; John Laliberte, General Manager; Niki Dutton, Membership Director; and Jonathan Beers, Controller and approximately 16 resident members were present. Noting that a full quorum was present, Mr. Davidson called the meeting to order at 5:02pm.

III. Review/Acceptance of Minutes:

a)  The January 15, 2009 meeting minutes were distributed prior to the meeting to all board members for their review. As there were no corrections or additions to the meeting minutes, Mr. Smith made a motion to accept the minutes, Mr. Popowich seconded the motion and the minutes were approved unanimously.

b)  The February 3, 2009 special meeting minutes were distributed prior to the meeting to all board members for their review. As there were no corrections or additions to the meeting minutes, Mr. Friedman made a motion to accept the minutes, Mr. Smith seconded the motion and the minutes were approved unanimously.

c)  The Action Item List from the January 15, 2009 meeting was reviewed.

IV. Treasurer’s Report for the Month of January 2009 – Larry Smith

Despite the continuing downturn in our economy and all the bad news we see on TV every day, we got off to a great start for the first month of 2009.

The Balance Sheet shows us with a favorable cash position to prior month and last year and we paid back our temporary borrowing from our reserves in December. We continue to operate with no outside debt. Total inventory is slightly above last month but $21,000 better than last year. This improvement is coming primarily from the reduction in our Pro Shop inventory. Our restaurant inventory was $4,000 above prior year, reflecting higher commodity prices on some items and higher liquor inventory.

There was no material change in receivable collections from last month. As previously reported, we have placed liens on three units and we are awaiting foreclosure proceedings on two of them. We are receiving payments on the third unit. We did have a larger than expected number of members slide into the 45 day past due category for which they were mailed a reminder letter.

Revenue for the month was $741,000, improved $11,000 or 1.5% from budget and $25,000 or 3.5% better than January a year ago. This came primarily from an increase in cart fees; beverage sales and tenant transfer fees. Food sales and sales of golf merchandise was down for the month. However, I am happy to report that food sales through the Snack Shop were up over 70% from last year. I hope everyone will take the time to enjoy something from Café on the Green.

Our operating margin for the month exceeded 90%, which was better than budget and prior year. This was achieved through the selling of higher margin items and better management of inventory.

Total expenses for January were $526,000, improved $26,000 or 4.7% from budget and $33,000 or 5.9% better than last year. Some of this can be attributed to ordering things on an as needed basis and some is just the timing of expenses.

In summary, higher revenue and lower than anticipated expenses got us off to a good start in 2009. This resulted in a profit of $143,000 for January, an improvement of $51,000 from budget and just under $70,000 better than January 2008. We need to carefully look at all the things we did right in January and what can we do better in the months ahead. Mr. Smith concluded the review of the financials.

OTHER TOPICS:

New Banking Relationship: Mr. Smith reported during the last quarter of last year he and Jonathan were discussing topics such as the down turn in the economy and the dissatisfaction with the services we were receiving from, Colonial Bank. This spurred them to look into what other banks had to offer to better protect our members’ money. Jonathan did an analysis of six different banks. Mr. Smith and Jonathan narrowed the search down to the following banks to interview: Bank of America, Sun Trust, Fifth Third and Colonial Banks. Colonial Bank recognized that they have had a service problem and informed them they had changed the Branch Manager recently and had begun to work closely with Jonathan on our needs. Taking into consideration the credit crisis in the country, they took a further look at the banks that were in better financial condition than others. After much thought and discussion, Mr. Smith made the recommendation to use Sun Trust, which at the time had a market capitalization of over $3.3 billion and is 7 times larger than Colonial Bank in total assets. Sun Trust is a regional bank and many analysts believe they have good management. Mr. Smith made a motion that Vanderbilt Community Association sever their relationship with Colonial Bank and transfer the members’ money into Sun Trust accounts, pending final review and negotiations made by Jonathan. Mr. Rowold seconded the motion. All were in favor and the motion was approved.

V. General Manager’s Report – John Laliberte

Old Business

2009 New Capital & Reserve Capital Projects: Several 2009 Capital Projects are underway as we near the mid-point of the first quarter for fiscal year 2009. Some of these projects are readily noticeable to our membership, while others involve more “behind-the-scenes” improvements. John distributed the following list of VCA Board approved 2009 New Capital Additions & Improvements:

·  Landscape Golf Course Holes 13 through 18: $18,000 – Approved (Status: to begin in May)

·  Vacuum Packaging Machine (Cryovac): $4,409 – Approved (Status: Completed @ $3,832.96; Variance = $576.04 Savings)

·  Cart Parking Project Around Snack Shop: $15,000 – Approved (Status: to begin in June)

·  Main Pool – New Landscape Island with Lighting: $5,390 – Approved (Status: to begin June)

In addition, the VCA board has approved the following 2009 Reserve Capital Expenditures:

·  Reach-in, Solid Two Door Refrigerator for Main Kitchen: $2,913 – Approved (Status: Completed @ $2,703; Variance = $210.00 Savings)

·  Reach-in, Glass Two Door Refrigerator for Main Kitchen – Service Area: $2,894 – Approved (Status: Completed @ $3086.19; Variance = <$192.19> Overage)

·  GCM Electric Lift Greens Groomer: $3,831 – Approved (Status: to be purchased in May, to coincide with summer topdressing and aerifying)

·  Repair All Broken Concrete Cart Paths: $6,780 – Approved (Status: to begin in June)

·  Portable 4’ x 8’ Golf Tournament Scoreboard: $4,403 – Approved (Status: Completed @ $4,159.70; Variance = $243.30 Savings)

·  Main Gatehouse Remodel (Outsourced to a GC): $11,500 – Approved (Status: to begin in April)

In addition, there has been one 2009 Emergency Reserve Capital Expenditure, year-to-date, as approved by the VCA Board:

·  Display Screen for the Pump Station: $7,685.92 – Emergency Approval

·  Lastly, there is one 2009 Capital Item In Progress, as approved by the VCA Board:

·  Perimeter Buffer Landscape Project: $2,252.75 – Approved, actual Y-T-D (for design phase) (Note: carryover project from 2008; therefore, total project cost-to-date @ $12,622.75)

New Business

Condo Questionnaire Fee: Per the VCA Board’s request, John distributed a comparison report prepared by Cindy Vasquez. As appeared in a recent article in the Naples Daily News on January 24, 2009, mortgage companies/lending institutions and title companies, as part of a more stringent underwriting process, are requiring the association/property management company to fill out a “condo questionnaire”, which asks dozens of questions about the association, the stability of the finances, insurance, occupancy, delinquency, percentage of rentals, and much more. It has become a very time-consuming and labor-intensive process for the association/property management company. Usually the mortgage company demands this information in a time-sensitive manner. This has lead most association/property management companies to charge as much as $150 for completing a single questionnaire. Recommendation is for VCA Board to approve a fee of $150 for the condo questionnaire for new VCC condo homebuyers. Furthermore, it is recommended that no fee be charged for refinancing for an existing VCC condo homeowner, single family home buyers would be exempt from this condo questionnaire fee, since normally only an estoppel is requested to be filled-out. Mr. Friedman made a motion in the future when responding to requests for information from mortgage companies, that we apply a $150 charge, excluding any member refinancing, for completing that organization’s form that they submit to us. Mr. Popowich seconded the motion. All were in favor the motion was approved.

Hole 2/Hole 3 Lake Bank Repair/Rehab: At the recent Special Board Meeting held on February 3, 2009, the VCA Board asked John and Golf Course Superintendent, Stuart Bothe, to follow-up on a recent letter and photos received from a resident member, regarding the deteriorating condition of sod in the back yards bordering the Hole 2/Hole 3 Lake Bank, as well as the lake bank in general. Stuart and John inspected this entire area on 2/4/09. The turf damage is widespread and exists in the Common area, between the lake and the residential property line. The St. Augustine Floratam grass on the lake bank will not survive if replanted, due to the high flood line. In addition, the east side (ie. golf course side) of the lake bordering Hole 3 on the lake side (outside) of the cart path was originally planted with Floratam sod. This is considered playable golf course, and should have always been 419 Bermuda. The plan included: lake plantings (littorals), riprap, and sod replacement (Floratam & 419 Bermuda). Total estimated cost is $11,915. Mr. Davidson made a motion on the lakes on holes 2 and 3 to approve $9,065, funded from the Capital Resale Fund, which is the complete, plan as drawn, excluding the removal and the replacement of the Floratam along hole 3. Mr. Smith seconded. The motion was approved by a 4:1 vote.

Hole 14 Lake Bank Repair/Rehab: Per vote and request of the Greens Committee at its February 10, 2009, Greens Committee Meeting, a report was submitted for VCA Board consideration. The Greens Committee feels that Hole 14 is our worst looking lake bank and proposes implementing their plan, as a test area for our strategic golf course plan, to better show the VCC community and the Board an example of our long term goal for the lakes, both aesthetics and erosion prevention. It is estimated to take approximately two years for the plant material to mature before the optimum effect of covering all the bare areas of the lake bank is realized. The distributed plan included: lake plantings (littorals) and riprap. Total estimated cost was $5,497.50. Mr. Friedman made the recommendation to table this for one month. All agreed.

951 Greenway Path – Sod & Irrigation Replacement: On January 27, 2009, Stuart Bothe, Superintendent received an email communication from Collier County’s engineer, Johnson Engineering, Inc., regarding the decision they made to re-sod with Bahia sod, to stabilize the area on both sides of the greenway path. This entire area, as agreed upon, should have been re-grassed with our original grass, St. Augustine Floratam Sod, which would have been more costly to this County project. The County is willing to replace all the sod, at its expense, with Floratam. The Bahia will always have a sub-par, brown appearance in peak season, non-rainy months. However, it is VCC’s responsibility to install and modify the irrigation system necessary for Floratam. There is approximately 10 feet of Bahia grass on each side of the greenway path that runs down the entire west boundary to the canal rocks and abutting to the existing Floratam. Total irrigation cost at $5,780 (Mainscape, Inc. proposals was distributed). Mr. Rowold made a motion to approve the replacement of irrigation along the 951 Greenway Path for $5,780, funded by the Capital Resale Fee. Mr. Friedman seconded. The motion was approved by a 3:2 vote.

Property & Liability Insurance Renewal: A meeting was held on February 18, 2009, with the Club’s insurance agent, Brown & Brown of Florida, Inc, represented by Bob Stephenson, CIC and Ali Pool, CIC to review market quotes. Present at this meeting were members of the VCC Finance & Insurance Committee: Bev Gromek, Bob Glass, Richard Friess, Scotty Patrick and Bob Teschke, along with VCA Board Members Denis Davidson and Alan Rowold, and John Laliberte, General Manager, and Jonathan Beers, Controller. Policy renewal period is effective March 1, 2009 to March 1, 2010. Two (2) of the ten (10) insurance companies approached for quotes were identified as the most suitable for our insurance needs: Bollinger Insurance, our current carrier, and FCCI. The quote from FCCI was slightly higher in dollar premium, and did not provide the same levels of coverage or limits. The premium comparison favored Bollinger, although the quote is $16,664 or 18.6% higher than prior year. This is the result of the updated property appraisal requested by Vanderbilt Country Club, which was completed by Townsend Appraisals in 2008. The updated property appraisal resulted in additional values of $1,523,454 to the 2008 Property Coverage for Common Buildings. The new annual premium is $106,028.63, of which $12,000 of premium increase is due to the $1.5 million property value increase and approximately $3,000 of premium increase is due to the club’s general liability sales increase/exposure base from 3.2 to 4.4 million. This anticipated property and liability insurance renewal increase was properly budgeted in the 2009 Budget Plan. The Finance & Insurance Committee, by 5 to 0 committee vote, along with VCC Management, recommends awarding this year’s coverage to the Bollinger Insurance Program. Mr. Friedman moved acceptance of the proposal submitted by Bollinger Insurance to be effective March 1, 2009. Mr. Rowold seconded the motion. All were in favor and the motion was approved.