Regular Board Meeting January 13, 2016

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Regular Meeting of Briny Breezes Inc. Board of Directors Wednesday January 13, 2016

Immediately Following the General Meeting of the Corporation Briny Breezes Auditorium

Minutes

I. Meeting was called to order by President Gallacher at 11:30 AM. All Directors were present and the GM. Roll call had been completed at the previous meeting. II. Proof of notice was dated and posted Wednesday ,December 23, 2015 at 3:00 OM. Notice was also included in the 1st Notice of 2016 Annual meeting via US Mail and inter-office same date. III. Secretary Brannen made a motion to waive the reading of the Special Meeting December 22,2015 as previously distributed and to approve the Special Closed Door Meeting of December 12, 2015 be approved as distributed. A second was received. Motion was passed unanimously. V. Reading of Correspondence to the Board:

a. Dated: 12.15.2015 JoAnne Long, L 201 re: the Social Committee b. Dated: 12.6.2016 Lynn Wiener, M-201 AT&T on her property

several times; compensation for the destroyed plants; please keep everyone off my property; asking Briny lawyers to put everyone on alert that they are to keep off my property and send this letter to the lawyers for a written response.

c. Tom Goudreau officially asking for support to be appointed to the Board of Directors as the District II represented recently vacated.

VI. General manager’s Report: Theresa Pussinen thanked the gentlemen who had setup for the meeting to include managing the sound system as well as possible. This included Chuck Foland, Roy Miller and staff Rick and Rafael The trees recently removed were an Australian Pine and a Norfolk pine; we are removing 3 trees 1 each in district 5, dock drive and in front of the laundry. Organ is being removed today; Reminder that all guests should be wearing the new blue guest badges. This is for safety. Bring in the old pink ones, they are no longer valid. Trash reminders need to be out by 8 AM; recycling rules reviewed; last month the corporation held an AT&T demonstration, we will be

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having another this month and again in February. All of our marina slips are rented. Bay drive all lighting is finished. Out door lights along A1A will be installed waiting for them to come in. The office is moving to the direction of being cashless accepting charge cards (Visa and Mastercard)in the office for all payments/sales. VII. Report of Officers: Treasurer: In the absence of a Treasurer, Ms. Pussinen reported the following

on behalf of the Corporation. AS OF DECEMBER 31, 2015

UNAUDITED

OPERATING ACCOUNT ONLY:

CURRENT ASSETS AS OF 12/31/2015 $512,222.11 PARK IMPROVEMENT CASH $236,371.18 CATASTROPHE CASH FUND $115,008.24 TOTAL OPERATING CASH $863,601.53

RESERVE CASH AS OF 12/31/2015 $400,922.00

TOTAL OPERATING & RESERVE $1,264,523.53

DELINQUENT ACCOUNTS TO DATE $6,044.75 DELINQUENT YACHT BASIN TO DATE $4,813.57

TOTAL DELINQUENT $10,858.32

INCOME AS OF 12/31/2015 $253,283.25 DISBURSEMENTS AS OF 12/31/2015 $170,973.73

VIII. Chief of Police : No one was available to attend the meeting. IX: President of the Town Council: President was not available to report. X. Committee Reports A. Sales and Rentals: Susan Brannen, Board Liaison to the Sales and Rentals reported that this past month they reviewed 6 rentals and recommended the sale or transfer of 3 units.

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B. Seawall: Tom Oglesby, liaison to the Seawall Committee reported that the project is moving along with the cement pour to the seawall along Banyan scheduled to match the level to Dock Dr; then the older Marina sections needs to be sealed; installing a new culvert next to eastern-most cement bag section of seawall before cleaning out the drain pipe serving Cardinal. Everything is progressing nicely. C. Orientation Committee: Director Long reported that there will be Orientation will be held on January 20th and January 27th at 3:30 so that it is right before the Beach Club social hour. XI. Unfinished Business

A. The latest bids for New sound equipment are not ready. B. BBC-8 required additional equipment and expenses. Please table for

now. XII. New Business

A. Board ratification/Approval of “Consent Agenda Items The Sales and Rentals Committee is recommending for approval the following: Unit #I-210 Adding Steven G. Nolas to Stockholder’s Sheila Luciano and then into a Revocable Trust. UNIT # G-15 Shirley Holmes to Linda Carlo UNIT # F-207 Ray Prophet to Joe and Alice Coyner Family Trust pending Sale of K202 and approval of the applicants for membership. Director Brannen moved that unanimous

B. Board Approval- Changes and Updates to Committee Membership a. None were made however Director Brannen indicated that given

an uncontested election in District 4 and only 1 application for District 2 (both members of the Violations and Fining committee) she will need a volunteer from each of these districts as well as 1 other from any district.

C. Review and approve Changes to Briny Rules (rentals, gates, parking, dock boxes etc.) Note: additions are underlined and deletions are struck through.

1. Director Oglesby moved changes to A. 5. Closing Mobile Home. Seconded. CLOSING MOBILE HOME – When a mobile home is left vacant for more than 72 between June 1st and November 30th

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and during severe storms and hurricanes, it must be properly closed for hurricane protection or a person must be designated to do so in event of storm. The name of the person responsible for closing the unit must be provided to the Briny Office before the stockholder departs Briny. However, if a stockholder resides within 100 miles of Briny Breezes, his/her unit may remain open for periodic use during June 1 through Nov 30 unless/until a hurricane watch is issued, when the stockholder must return to Briny to close his/her unit within 72 hours from the time the watch is issued. Closing by June 1st for hurricane season may be delayed until no later than July 1st by receipt of written confirmation from the stockholder of a third party contract to close the unit as part of the contractor’s normal work process but a soon as possible in the event of an approaching storm. If no storms are threating, closing can also be delayed until July 1 to complete contracted work inside a unit if the corporation receives a letter from the stockholder naming the person/company performing the work and the person who is responsible for closing after the work is complete. All miscellaneous items, including barbecue charcoal grills, must be removed and placed within the unit or other storage facilities. LP gas containers for grills must be removed. Large LP gas containers must be securely attached to the mobile home. Items under 40 pounds must be removed. Seconded.

Purpose was to allow persons who lived within a 1000 miles or were on

vacation, they could make arrangements to have their place closed or drive

here to do so themselves. Roll call vote: Vote was 6 yes 1 No (Gross)

Motion carries.

2. Director Oglesby moved changes to Rule B. 5. C.) “No permanent

fences or gates that prohibit through access, outdoor grills, fireplaces

or features which tend to block the view or restrict the free flow of air

and light or passage shall be erected or placed. “ This was seconded.

We were reminded that we approved this change in 4-8-2015 but did not

follow-up with its insertion. Question was called and the vote was

unanimous.

3. Director Oglesby moved that we approve the deletion of the following rules from C. 2. d.) A two month(2) minimum and nine

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month(9) maximum length lease is to be maintained with no rentals allowed during the months of July, August and September. And C.2.e.) Stockholders who have acquired a second unit will be permitted to only rent one unit per season to be effective February 25, 2016. A second was received. It was explained that these rules will be reflected in the amended by-laws if approved. They cannot remain in our Rules because of a “loophole” in our Proprietary Lease. Many stockholders said they wanted to preserve the concept. Question was called and the vote unanimous. They will remain in place until February 25, 2016; after that rescinded.

4. Director Oglesby moved we amend D.1. as noted below. D. 1. Golf Carts- GOLF CARTS – GOLF CARTS – Golf carts are defined as open-air electric or gasoline powered vehicles carts as used herein includes carts and low speed vehicles (street legal) regardless of power source. The rules below apply to all golf carts operated in Briny whether by stockholder, renter or guest, owned or rented.

1. A golf cart driver must be at least 16 years of age and be licensed drivers.

2. Golf carts must be equipped with headlight(s), rear reflectors and a horn.

3. Golf cart users must register each golf cart, provide proof of liability insurance, and have a Briny decal on the left side of the golf cart. Decal must be renewed each year in October or upon arrival in the Park after confirming with office that liability insurance is in force.

A second was received. Director Oglesby said that the town has taken the lead

here and will likely have ordinances in place in the near future but we need to

deal with the liability issue. Discussion: where does this come up on the Agenda? The question was called. Vote was unanimous.

5. Director Oglesby then moved the following change under D. 5.

Parking

Residents are provided parking space for a vehicle and the vehicle must be parked in the owner's driveway or designated parking spot only. If the owner unit has the extra parking space, and one additional vehicle may be parked, but the additional

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vehicle must have a current Briny parking sticker and be approved in advance in writing by a Director from the District where the vehicle is to be parked. Parked vehicles may not extend out of parking space into the roadway. Permission to park in the space of another owner overnight must be granted in writing and on a form furnished by and placed on file with the Office. Motion was seconded. No discussion. Question was called. Vote was unanimous. Motion carried.

6. President Gallacher moved the following changes to number 7 of the Mariana rules: Any dock box installed or replacement requires permission of the Dockmaster. No new dock boxes exceeding 4' x 2'6" x 2' in size will be permitted. Dock boxes must be white. THE INSTALLATION OF DOCK BOXES IS TO DONE ONLY BY THE CORPORATION FOR A ONE TIME CHARGE OF $50.00 PAYABLE IN ADVANCE BY THE LESSOR OF THE SLIP. Dock boxes are not permitted on the south side of the Marina, along Bay Drive. on the south side of the Marina must not hangover the seawall cap on the sidewalk or roadway side, after it is installed. The box can hangover the Intracoastal side of the seawall cap. Standard size dock boxes, which are wider than the sea wall cap, can be used on the south side. Dock boxes must be numbered the same as lessee's slip and they must be firmly attached to the concrete at all times. This was seconded. Discussion was that the cost was too much. Time of Briny maintenance staff needs to be considered. Question was called. Vote was unanimous. Motion carried.

7. Director Oglesby moved the following also from the Marina Rules 8. In order to receive the Stockholders price rate, the Boat and Title

Insurance must be in only the Stockholders name. Seconded. Vote was taken and was unanimous. Motion carried.

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D. Review and Approve the 2016 Annual Meeting Ballot and Ballot Information Document to be sent to Stockholders with the 2nd Notice of Annual Meeting: Director Oglesby made a motion only to put items 1- 7 on the ballot. This was seconded. Discussion; Why do you want to do that- explanation was that the Ballot was very long; one item was already on last year and it nearly passed. Shareholders asked that they remain on and let them decide. Director Oglesby withdrew his motion.

1. Director McMorrow moved Ballot Item #1. Partial or Full Funding. This was seconded. A question was asked about the table within the Ballot In formation Sheet and asked if we could remove for space. It was explained that this is recommended to be included by legal. Question was called. Vote was unanimous. This will be included.

2. Director McMorrow moved that we keep on the Ballot Item #2. – Fountain Project. This was seconded. Discussion relative to the wording and what the Committee had proposed. We will check again with the Committee. Also discussed was why we were including the passmark. Vote was taken re: to the passmark. It was 5 Yes and 2 No’s (Brannen and Oglesby). Vote to include on Ballot was unanimous.

3. Director Oglesby moved Ballot #3, $57,000 from Park Improvement to replace windows and doors at the OCH. This was seconded. Discussion why not from the building fund, or Capital Fund- why must we do it all at once? Question was called. Vote was unanimous.

4. Director Oglesby moved Ballot # 4 to amend By-Law sections 7.80 and 3.70 to be included. This was seconded. Discussion: This is our only recourse to keep rental restrictions in place and give them more strength. Vote was unanimous. XIII. Shareholder Forum

5. Director Oglesby moved that we include Item # 5 to By-law section 1.10 which simply clarifies that Corporation and Briny Breezes is the same in corporate documents. This was seconded. It is an administrative change. Vote was unanimous. It will be on the ballot.

6. President Gallacher moved that we include an amendment to Section 3.90 to the By-Law . This was seconded. This essentially adds to the By-Law the charge allowable by our

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Statutes 719. This is an administrative change. This was approved unanimously. Vote was all in favor.

7. President Gallacher moved that we approve a new By-law that clarifies what a material alteration is and sets the passmark. This was seconded. Discussion: Several shareholders were confused on what is determined as a material alteration. Several examples were given. Question was called. Vote was unanimous.

8. Director Oglesby moved to include Item # 8 which raises the spending limits for By-Law Sections 7.5 and 7.51 to $60,000. This was seconded. Vote was 6-1 with Brannen casting the No vote.

9. President Gallacher moved that we include Item # 9 on the Ballot which amends By-Law 8.45 which would lower the passmark for identified resolutions to the By-Laws. This was seconded. Discussion was that it almost passed last year and would have if we counted late ballots; that it is perhaps not needed since we have had increased participation and that it is a low passmark. Question was called. Vote was 5-2 (Coyner and Oglesby). Motion carries.

XIII. Shareholders comments What are we doing about replacing trees? We have and will be taking down several. We should be following the rule- 1 tree out, 2 in. Please consider replacing the ropes. Could we get volunteers to remove barnacles. The baffles on Heron- are they working? There is still much water. It is time to investigate solutions to District 4. XIV: Director McMorrow made a motion to adjourn at 1:45 PM. Seconded. Motion passed unanimously. Respectfully Submitted, Susan J. Brannen Approved 2/10/2016

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