March 2, 2020 Board Meeting Minutes
The meeting was brought to order at 7:15 by Jeff Miller.
Robbi Broussard read the minutes of the last Board meeting on November 4, 2019. A correction was made to the spelling of Mark Owens’ name.
Motion Proposed by: John Tomlinson Seconded by: Keith Hendrickson Motion made: To accept the minutes of November 4, 2019, as corrected. Approved: Yes, unanimous
Treasurers Report: As Janet was absent (caring for Dick Burkhart), Jeff reported that the current airport assessment ($621.79 per lot) was being analyzed. It was suggested that tax payers might be able to write off property taxes paid as part of the airport assessment.
Documents Committee: John Tomlinson reminded us that back in October, Ledger Square Law had recommended preparing a Prospectus to outline the risk of airport ownership. Ledger Square Law recommended at that time a securities lawyer, Bob Hutchens. February 18, Bob Hutchens communicated through Ledger Square Law with a series of attachments including a Washington state definition of a security:
The Securities Act of Washington, RCW Chapter 21.20, defines a “security” as, among other things, “any…investment of money or other consideration in the risk capital of a venture with the expectation of some valuable benefit to the investor where the investor does not receive the right to exercise practical and actual control over the managerial decisions of the venture…” RCW 21.20.005(17)(a).
By this definition a contract under which HOA homeowners contribute capital to finance the acquisition will be a security whether or not it is motivated by an expectation of investment “profit.”
Bob Hutchens fees set out in his “Engagement Letter” began with a $20,000 retainer with expectation of total fees between $40,000 to $60,000. This expectation of fees was more than expected and correspondence was forwarded through Ledger Square Law that we would not be able to use Bob Hutchens services.
Jeff Miller and John Tomlinson have a tentative meeting with Jeff Mirsepasey, an attorney familiar with aviation (Recommended by Bill Davis). We are looking for some guidance regarding LLC due diligence/ may have insights to our dilemma on the prospectus.
LLC Name: a discussion ensued over the possible name for the LLC that would own the airport (Crest Aero is already taken).
Note: The name can always be changed at a later time.
Motion Proposed by: Mark Owens Seconded by: Mike Werner Motion made: To name the LLC created for airport ownership, “Flying Acre Estates”. Approved: Passed
The Board also agreed that for the LLC Articles of Organization, Jeff would use his name, address, phone number, and FAHA website when appointing a registered agent.
The next Ledger Square Law meeting should finalize the Association agreement. Another Board meeting will take place before completing the LLC documents.
Motion Proposed by: Keith Hendrickson Seconded by: Rex MacLean Motion made: To adjourn at 8:25 Approved: Yes
13 in attendance at Broussard’s Home
Board Members present: Jeff Miller (2012), President Telephone 253-639-1915 John Tomlinson (2013), VP Robbi Broussard (2012), Secretary Mike Werner (2018) Rex MacLean (2018) Mark Owens (2017) Keith Hendrickson (2017)
Board Members Absent: Janet Gundlach (even year) Andy Karmy (2017)
Guests: Dick Broussard Lynne Gregg Theresa White Leone Tomlinson Keith Littlefield Molly Littlefield