Call to Order:  The meeting was called to order at 7:02 p.m. by JoAnne Backman, President.

Members Present:  JoAnne Backman, President; Frank Annin, Vice President; Ron Phillips, Treasurer; Vivienne Houghton, Robin Wright, Dale Watson, Bob Rainie, and Dennis Higgins.  Suzanne Mayhew, General Manager, was also present.

Debra Baker said she runs a mobile taco stand which she parked at the upper end of Paradise Dr. until Suzanne told her she was no longer able to park on the easement.  She said she cannot park on the property, because of the agricultural zoning.  She attended the August 6 community festival, and many of her customers asked her to return to the Park.  So she returned to Paradise Dr. and collected signatures from customers supporting her services, 74% of whom live in HPP.

Jose Archuleta parked his mobile espresso van on a property on upper Paradise Dr. until the zoning inspector said he could no longer be there.  He said he carries $2 million in liability insurance and could include the Association on his policy as an addendum carrier.

Louise Wisechild asked that bicycle lanes and shoulders for walking be included in the plan for paving the roads. 

He spoke to the duties and responsibilities of members and officers of the Board under the Bylaws and Robert’s Rules of Order, stating that “Board action requires group action.”  Executive Sessions of the Board may be called for three reasons:  personnel issues, litigation (pending or anticipated), or attorney/client privilege conversations.

Each Director is a fiduciary of the Association, and as a fiduciary, his duties to the corporation “include undivided, unselfish and unqualified loyalty, unceasing effort never to profit personally at corporate expense, and unbending disavowal of any opportunity which would permit the director’s private interests to clash with those of his corporation.”  [Lussier v. Mau-Van Development, Inc.]  No individual can dictate to or instruct Association personnel or sign a contract on behalf of the Association without approval of the Board. 

The President as chief executive officer may handle basic ministerial duties such as routing mail and setting up the agenda for meetings.  She may not incur expenses on behalf of the Association, other than minor expenses for reimbursement.  Hong said he does not bill for responses over the phone, so JoAnne may call him for guidance.

Bob said the Bylaws state that the President has that authority delegated by the Board of Directors, and the Board has not delegated any authority to the President.  Hong responded that the law recognizes a CEO’s authority to perform ministerial duties, whether or not those duties are specified by the Board.

Robin asked about using a “consent agenda” to streamline meetings.  Hong said reports and motions requiring no discussion may be approved by consent.  The Board has no responsibility during a meeting to explain the content of reports distributed to the Board beforehand and approved by consent, as long as the reports are available for review by members online or in the office.

Approval of Minutes:  Ron Phillips moved to approve the minutes of the Board of Directors meeting of August 8, 2007.  Frank Annin seconded; the motion was approved by consent.

Robin Wright moved to approve the minutes of the special Board meeting of August 29, 2007, as corrected.  Frank Annin seconded; the motion passed unanimously.

Treasurer’s Report:  As of August 31, 2007, the account balances (excluding the bond issue), were:

            Union Bank                                                            $   250,708.41

            FHB Roads Bonds                                                     105,072.27

            CU Hawaii                                                                    51.81

            FHB Frog Squad                                                        14,350.44

            FHB Non-Roads Checking                                           79,044.54

            FHB Roads Savings                                                       37,292.89

            Home Street Bank                                                     215,566.74

            Morgan Stanley Money Market                                    246.73

            Morgan Stanley CD “A”                                           98,000.00

            Morgan Stanley CD “B”                                           98,000.00

            Morgan Stanley CD “C”                                           98,000.00

            Morgan Stanley CD “D”                                           72,000.00

            Morgan Stanley CD “E”                                           72,000.00

            Petty Cash                                                                        465.00

                        TOTAL CURRENT FUNDS                        $1,708,227.47

Significant expenditures for the month included $2,229.01 for the Community Festival from the Non-Roads fund, and $8,650.99 for a copy machine for the roads office.  August income included $2,208.27 from the Community Festival.

Bob asked why the bond fund is not shown in the report.  Suzanne replied that those figures will be included after they have been entered into the QuickBooks program which generates the report.

Ron Phillips moved to approve the Treasurer’s report as presented.  Frank Annin seconded; the motion was approved by consent. 

General Manager:  Suzanne’s report included Clyde’s summary of road work for the month, a projects report and a daily operations report.  Suzanne said since the daily operations report was written, the kitchen door was “reconfigured” and will require a lock change.  Dennis has volunteered to replace the door.  Also a tree has fallen on 23rd and is threatening the easement.   Suzanne said this is the fourth tree to fall from this lot, which is for sale.  She contacted the realtor, since the road crew feels it cannot deal with the tree because of the power lines.  A waterline leak has developed on Kaloli near 30th.  The road will have to be cut into to repair the leak, and there is no waterline agreement on file.  [See reports, attached] 

The General Manager’s daily operations report was approved by consent.

Finance Committee:  Vivienne reported that the committee met August 29.  Suzanne explained that with the new accounting system all the reports will coincide.  $10.3 million is earmarked for a construction fund and $1.2 is in a reserve fund earning 5.05% interest.

The Board will determine the new assessment rate at the November meeting.

The roads assessment computer system (SAM) is outdated and cumbersome, although it will be used for the 2008 billing.  It will be replaced by 2009.

Paving Committee:  Dennis reported that at the special Board meeting August 29 the original Paving Committee was dissolved and a new committee appointed, consisting of Frank, Dale, Bob and himself.  They have met twice since and decided to adopt a new framework using portions of the specifications draft presented by the original committee.  The document will have a new framework, with a legal portion for protecting the Association and a construction aspect.  They will look at specifications from the Department of Transportation and Public Works, with additional input from a lot owner and a former Board member.  The next meeting will be in two weeks.

Park Committee:  JoAnne said County Park Planner James Komata visited the proposed site on Maku`u between 15th and 16th.  The Committee would like for representatives from Hawaiian Paradise Park and Attorney Hong to meet with County Parks Director Pat Engelhard, Deputy Director Pam Mizuno, James Komata, and an attorney for the county to discuss a possible exchange.  The date for this meeting has tentatively been set for October 30. 

The committee has asked the Board to appoint a new Board liaison to the committee and to approve Attorney Hongs’s attendance at the meeting with the County and a pre-County meeting on October 22 of the liaison and other interested members of the Board, Attorney Hong, and committee members to discuss issues Planner Komata suggested will be addressed at the meeting with the County.

Bus Stops:  Dennis said the committee has been waiting for materials, which will be discussed in New Business.

ENET:  Manny Mattos asked that the committee be allowed to send a letter to special needs persons living in the tsunami inundation zone.  JoAnne asked whether these persons have volunteered their names and addresses; Manny said yes.

Chief Volcanologist Jim Kauahikaua has written a lava flow hazard assessment for Kilauea’s east rift zone eruptions, which can be accessed at www.lavainfo.us/.

Manny suggested inviting him and Troy Kindred of Civil Defense to speak at the October membership meeting.

 

Unfinished Business

Motions Log:  JoAnne said there is nothing new to consider at this time. 

 

New Business

Resignations:  Alan Medeiros and Lloyd Cabral have resigned from the Board. 

 Frank Annin moved to accept Lloyd Cabral’s resignation and to send him a letter expressing regrets and thanking him for his service to the community.  Robin Wright seconded; the motion passed unanimously.

Ron Phillips moved to accept Alan Medeiros’ resignation and to send him a letter of thanks for his service to the community.  Dennis Higgins seconded; the motion passed unanimously.

Board Vacancy:  There is a vacancy in District 8.  Candidates are June Conant, Joan Galante, Kaniu Stocksdale, and Daniel Diamond.  Joan Galante was elected by secret ballot.  JoAnne administered the oath of office.

Election of Secretary:  Frank Annin nominated Vivienne Houghton for secretary.  She was elected unanimously.

RTSP Committee Letter:  The Roads Traffic Safety and Policy Committee requested Board permission to send a letter to Councilwoman Naeole to request the amounts in property taxes obtained by the County from Hawaiian Paradise Park residents in fiscal years 2004, 2005, and 2006.  Upon receipt of this information, a second letter will be sent to determine amounts budgeted for residents of HPP for fire, police, civil defense, and other specific line items.

Joan Galante suggested that the Board approach her personally with the request.

Dale Watson moved to allow the Roads Traffic Safety and Policy Committee to send a letter requesting tax information from Councilwoman Naeole.  Vivienne Houghton seconded.  Dale Watson, Vivienne Houghton, Dennis Higgins, Robin Wright and Frnnk Annin votes for; Ron Phillips voted against, and Bob Rainie and Joan Galante abstained.  The motion passed.

Dennis Higgins moved that the second request for information concerning funds budgeted for Hawaiian Paradise Park for police, fire, civil defense and other line items be sent at the discretion of the Roads Traffic Safety and Policy Committee;  Frank Annin seconded.  Dennis Higgins, Frank Annin, Ron Phillips and Dale Watson voted for; Joan Galante, Vivienne Houghton and Robin Wright voted against.  Bob Rainie abstained.  The motion passed.

Bob revealed that he abstained from both votes because he is a member of Emily’s Kahuna advisory council.

Vision Statement:  Robin presented a draft prepared by Vivienne and herself and approved by Suzanne.

Frank Annin moved to approve the vision statement draft:

We are a vibrant and growing community of owners with rights and responsibilities defined in Article III Objects and Purposes of our Corporation Bylaws and desires reflected in our Community Master Plan.

·  We foster unity, harmony, communication and The Aloha Spirit amongst our members and neighbors

·  We ensure legal and fiscal integrity in all our actions and policies with primary attention to roads and administrative operations with best use of association assets and resources

·  We protect and preserve our '?ina and rural surroundings with sustainable land use, contained development and responsible stewardship

·  We serve the needs and interests of our community through participation and cooperation of our membership, Board of Directors, dedicated staff, public service officials and the private sector

Bob Rainie seconded; the motion passed unanimously.

Position Descriptions:  Robin distributed copies of position descriptions for Administrative Associate and Accounts Associate.

Frank Annin moved to accept the Human Resource Committee’s proposed position descriptions for Administrative Associate and Accounts Associate.  Vivienne Houghton seconded; the motion passed unanimously.

Park Committee Requests:  JoAnne appointed Frank Annin Board liaison to the Park Committee.

Frank moved to approve Ted Hong’s attendance at the October 22 Park Committee strategy meeting.  Ron Phillips seconded.  Ron questioned whether funds were available in the Park budget.  After further discussion, the motion was withdrawn. 

Frank Annin moved to approve Ted Hong’s attendance at the October 30 Park Committee meeting with County representatives.  Ron Phillips seconded; the motion passed unanimously.

Paving Committee Chair:  Dennis Higgins was appointed Paving Committee Chair by consent. 

35th Anniversary Committee:  JoAnne said a final fiscal report on the Community Festival has been requested but has not been received. 

Ron Phillips moved to dissolve the 35th Anniversary Committee; Vivienne Houghton seconded.  The motion passed unanimously.

Bus Stops:  The materials question was tabled until the October meeting.

Mobile Vendors:  Suzanne said that the Association can be sued for up to 7 years if something in the easement causes an accident.  Attorney Hong has promised to prepare a position letter.  A special use permit is required for the vendors to park on the empty lot. 

Ron Phillips moved to table the decision on mobile vendors until the October meeting.  Dale Watson seconded; the motion passed unanimously. 

General Manager’s Goals:  Suzanne listed the following goals:

1)    replace the SAM fiscal database

2)    institute a shoulder maintenance/sight visibility program

3)    purchase a small utility vehicle for smaller road jobs, reserving the large truck for downed trees and dump runs  [$15,000 was budgeted for this purpose]

4)    convert from cesspool to septic to comply with law

5)    install a restroom with chemical shower in the shop

6)    establish and ensure implementation of management/Board guidelines

7)    centralize mailboxes off the road, at least on Kaloli, with a covered shelter

8)    remove albizia trees from the office/activity center area

Compliance issues need to be resolved to complete goals 7 and 8.  Suzanne said none should require more than 6 months to complete, and several can overlap.

ENET letter:  The committee has asked permission to obtain resident’s mailing addresses. 

Frank Annin moved to permit the ENET Committee to send letters to special needs person living in the tsunami inundation zone.  Ron Phillips seconded; the motion passed unanimously.

October Membership Meeting Speakers:  Robin said Manny suggested allotting more than an hour for the speakers.

Ron Phillips moved to invite Jim Kauahikaua and Troy Kendrid to speak at the October membership meeting.  Frank Annin seconded.

Robin Wright offered a friendly amendment to limit the speakers to 30 minutes total for both.  The motion as amended passed unanimously.

Finance Committee:  Joan has volunteered to serve on the committee.

Vivienne Houghton nominated Joan Galante to join the Finance Committee.  She was approved unanimously.

Special Board Meetings:  Robin said some items require so much time that they could not be properly discussed at a regular meeting of the Board.  Frank said it is the President’s responsibility to determine what is urgent enough to call a special meeting.

Dale Watson moved that special meetings of the Board be called only for agenda items of an emergency nature which would cause damage to the Association if not taken care of before a regular meeting.  Bob Rainie seconded.  Vivienne Houghton, Dennis Higgins, Joan Galante, Dale Watson and Bob Rainie voted for; Ron Phillips, Frank Annin, and Robin Wright voted against.  The motion passed.

Email Communications:  Bob said he has been inundated with emails.  Suzanne said email access is not a requirement for Directors.

Bob Rainie moved that all emails be restricted to Mondays and Thursdays; Dale Watson seconded.  Bob Rainie, Dale Watson and Joan Galante voted for; Frank Annin, Ron Phillips, Dennis Higgins, Robin Wright, and Vivienne Houghton opposed.  The motion failed.

 

Adjournment:  The meeting adjourned at 9:44 p.m.

Respectfully submitted by:

Kirstie Goin, Recording Secretary

Vivienne Houghton, Corporate Secretary

 

Motions Log 9-12-07

 

Approval of Minutes:  Ron Phillips moved to approve the minutes of the Board of Directors meeting of August 8, 2007.  Frank Annin seconded; the motion was approved by consent.

Robin Wright moved to approve the minutes of the special Board meeting of August 29, 2007, as corrected.  Frank Annin seconded; the motion passed unanimously.

Ron Phillips moved to approve the Treasurer’s report as presented.  Frank Annin seconded; the motion was approved by consent.

The General Manager’s projects report was approved as presented by consent.

The General Manager’s daily operations report was approved by consent.

Frank Annin moved to accept Lloyd Cabral’s resignation and to send him a letter expressing regrets and thanking him for his service to the community.  Robin Wright seconded; the motion passed unanimously.

Ron Phillips moved to accept Alan Medeiros’ resignation and to send him a letter of thanks for his service to the community.  Dennis Higgins seconded; the motion passed unanimously.

Election of Secretary:  Frank Annin nominated Vivienne Houghton for secretary.  She was elected unanimously.

Dale Watson moved to allow the Roads Traffic Safety and Policy Committee to send a letter requesting tax information from Councilwoman Naeole.  Vivienne Houghton seconded.  Dale Watson, Vivienne Houghton, Dennis Higgins, Robin Wright and Frnnk Annin votes for; Ron Phillips voted against, and Bob Rainie and Joan Galante abstained.  The motion passed.

Dennis Higgins moved that the second request for information concerning funds budgeted for Hawaiian Paradise Park for police, fire, civil defense and other line items be sent at the discretion of the Roads Traffic Safety and Policy Committee;  Frank Annin seconded.  Dennis Higgins, Frank Annin, Ron Phillips and Dale Watson voted for; Joan Galante, Vivienne Houghton and Robin Wright voted against.  Bob Rainie abstained.  The motion passed.

Frank Annin moved to approve the vision statement draft:

We are a vibrant and growing community of owners with rights and responsibilities defined in Article III Objects and Purposes of our Corporation Bylaws and desires reflected in our Community Master Plan.

·  We foster unity, harmony, communication and The Aloha Spirit amongst our members and neighbors

·  We ensure legal and fiscal integrity in all our actions and policies with primary attention to roads and administrative operations with best use of association assets and resources

·  We protect and preserve our '?ina and rural surroundings with sustainable land use, contained development and responsible stewardship

·  We serve the needs and interests of our community through participation and cooperation of our membership, Board of Directors, dedicated staff, public service officials and the private sector

Bob Rainie seconded; the motion passed unanimously.

Frank Annin moved to accept the Human Resource Committee’s proposed position descriptions for Administrative Associate and Accounts Associate.  Vivienne Houghton seconded; the motion passed unanimously.

Frank Annin moved to approve Ted Hong’s attendance at the October 30 Park Committee meeting with County representatives.  Ron Phillips seconded; the motion passed unanimously.

Dennis Higgins was appointed Paving Committee Chair by consent.

Ron Phillips moved to dissolve the 35th Anniversary Committee; Vivienne Houghton seconded.  The motion passed unanimously.

Ron Phillips moved to table the decision on mobile vendors until the October meeting.  Dale Watson seconded; the motion passed unanimously.

Frank Annin moved to permit the ENET Committee to send letters to special needs person living in the tsunami inundation zone.  Ron Phillips seconded; the motion passed unanimously.

Ron Phillips moved to invite Jim Kauahikaua and Troy Kendrid to speak at the October membership meeting.  Frank Annin seconded.

Robin Wright offered a friendly amendment to limit the speakers to 30 minutes total for both.  The motion as amended passed unanimously.

Vivienne Houghton nominated Joan Galante to join the Finance Committee.  She was approved unanimously.

Dale Watson moved that special meetings of the Board be called only for agenda items of an emergency nature which would cause damage to the Association if not taken care of before a regular meeting.  Bob Rainie seconded.  Vivienne Houghton, Dennis Higgins, Joan Galante, Dale Watson and Bob Rainie voted for; Ron Phillips, Frank Annin, and Robin Wright voted against.  The motion passed.