Minutes of the October 27, 2015 Meeting of the Board of Directors

CHARBONNEAU GOLF CLUB, INC.

President Dale Owen called the meeting to order at 3:00 p.m.in the Lounge ofthe Charbonneau Country Club. Directors presentincludedSteve Hall, Don Mason,Laura Noffke,Bob Wiese, and Lee Zinsli along with Operations Manager Chris Bensel, Darian Christie, Administrative Assistant and Danny Vandecoevering, Superintendent. Excused absent were Denny Atkin,Elaine Swyt, and Dan Wilcox. Guest attendee was Bill Maloney. Minutes of the September 22, 2015meeting and October 13, 2015 special meeting were approved.

Treasurer/Finance Report –Lee Zinslipresented the Treasurer’s report for September 2015 and Year-to-Date. Cash for the consolidated entities as of September 30 equaled $572,226 with no outstanding line of credit. This compares to $547,161 at the end of August and $498,859 at the end of September 2014. Rounds YTD through September 30 are down 336 rounds, with 33,417 rounds in 2014 and 33,081 during 2015.

Guest Bill Maloneywas given the floor and presented several suggestions for increasing revenues in 2016; among them the elimination of the 10% discount for spouses purchasing an annual pass; and not giving clubs priority for tournament play.

Bob Wiese moved and Don Mason seconded the following motion:

Be it resolved that Dale Owen, President and Lee Zinsli, Treasurer shall until further notice be considered to be the authorized officers to sign bank documents which obligate Charbonneau Golf Club, Inc. and its subsidiaries.

Motion passed unanimously with Dale voting proxies from Denny Atkin, Elaine Swyt, and Dan Wilcox

President Dale Owen reported a question had been raised on whether the Board has the authority to sell assets and he received a communication from our attorney, Remi A. Baptiste, excerpted as follows from the Articles of Incorporation or Bylaws per Oregon statutes:

….the Board of Directors has the authority to approve the sale of assets of the corporation (including real estate) without the approval of the shareholders as long as the assets do not constitute “all or substantially all” of the corporation’s assets.

In summary, in exercising its discretion, the Board of Directors must act:

  1. In good faith;
  2. With the care of an ordinarily prudent person in a like position would exercise under similar circumstances; and
  3. In a manner reasonably believed to be in the best interest of the corporation.

Dale Owen advised the Food and Beverage Project approved by the Board on October 13, 2015 is progressing with several documents needing to be signed for the loan from Columbia Bank as the next step.

Treasurer Lee Zinsli reported talks have been held with four contractors on the sale of a CGCI asset and one is highly interested and has presented an Option Agreement, asking for 45 day exclusivity to do due diligence on the viability of the project. Discussion included the following key factors:

  • Generating financial resources from the sale of assets would allow the Company to restructure our product line, such as developing an event center; build a shortened warm-up area, etc.
  • the pros and cons of dealing with more developers
  • the decision not to engage a realtor, in part because of the positive reception from developers as a result of direct contact, but also because of the size of the commission we would have to pay
  • the Option Agreement involves no cost for the Company

After discussion, Don Mason moved and Bob Wiese seconded:

Motion for approval of Dale Owen and/or Lee Zinsli to sign an Option Agreement for purchase of the driving range with multiple scenarios possible with payments targeted for completion by the end of 2018.

Motion approved by all directors present.

Committee Reports:

  • Water – Don Mason reported the main irrigation pond renovation project is proceeding with the water level lowered to allow for a better assessment of how much material needs to be removed. A project request for replacement of the Pump Control Panel which is the main control system for CWC has been presented. This system manages and controls the pumps in order to balance and maintain appropriate pressure in mainline. The current system is 20 years old and had been prone to failure over the last couple of years. This panel was scheduled to be replaced in 2013 but did not get done.

Bob Wiese moved and Steve Hall seconded a motion:

The Board approvesa CWC expenditure up to $70,000 for replacement of the Pump Control Panel.

Motion approved with Dale voting Denny Atkin proxy.

  • Marketing – Steve Hall stated the committee has pretty much finalized the 2016 Marketing Plan to provide an increase in golf related activity ad associated revenue by continuing to work toward providing a golf club that is the golf club of choice for golfers preferring the attributes of a premier smaller size golf course. An important element of this is the proposed 2016 Membership Program replacing the Annual Pass program. The proposed Membership Program was discussed at length with questions and comments from the Directors. Steve will proceed accordingly with Chris and Darian on a Membership Kickoff event scheduled in the first part of November.
  • Refer to the Board Portal site for Status Reports on all Committees

Reminder: Board Meeting schedule change of meetings for next two months to November 10 and December 8.

The meeting was adjourned at 4:59p.m.

Respectfully submitted,

Laura Noffke, Secretary of the Corporation