May 4, 2020 Board Meeting Minutes
The meeting was brought to order at 7:05 by Jeff Miller, in our first ever Zoom Board meeting.
Motion Proposed by: Mark Owens Seconded by: Rex MacLean Motion made: To accept the minutes of March 2, 2020. Approved: Yes, unanimous
Treasurers Report: No report tonight, as Janet was absent.
Documents Committee: The committee became aware of a nationwide organization called SCORE. Contact was made and mentoring sessions were scheduled within a short timeframe. Jeff and John met with:
1) Krista Fuller, a lead volunteer with the local Seattle chapter. Krista previously worked for Starbucks and REI. She effectively took in our story and gave two references (both retired) who would be able to mentor us concerning our purchase strategy and financial issues:
2) Bernard Bossum, a long-time real estate broker in the Seattle focused much attention to environmental assessment and remediation. He placed significant emphasis on it suggesting we educate ourselves about the topic. Mr. Bossum suggests that we do not take possession of property that has not been remediated. There was emphasis that clean-up was the responsibility of the seller. We agree that this is how it should be, but it is unclear where the authority to impose the cost on Crest comes from. While our airport purchase contract does call out the requirement for an environmental assessment, it is not specific as to which party is liable for remediation. RCW 70.105D.040 says the owner or operator of a facility is liable.
3) Guy Towle, a real estate lawyer previously with Miller Nash Graham and Dunn, LLP, talked along the lines of corporate structure and purchase strategies.
The day following our conversation, Guy Towle suggested a contact with Duncan Butcher, an acting attorney in West Seattle who specializes in securities issues. In a conversation on May 1, 2020 with Jeff and John, Duncan generously gave 1:15 of his time getting familiar with our airport purchase and talked about the various options if securities exemptions were desirable.
The Documents committee has been tasked to inquire with the securities lawyer, Duncan Butcher, about fees for services in the securities area of our airport purchase.
Jeff had an individual conversation with Michelle Webster, an attorney with Washington State Department of Financial Institutions (DFI) on April 15, 2020. Ms. Webster talked to the process of applying for exemptions regarding securities listing in the manor of “no-action letters”. FAHA strategy would best be served with requesting an exemption at the state level before considering other strategies.
The Board wants to provide homeowners with a clear picture of risks regarding airport purchase, the limited income from the gas sales and hangar leases. John suggests a “Disclosure Memorandum” will be forth coming as a document identifying the expected operational costs with and without the airport incomes. Mike Werner has agreed to help John Tomlinson to prepare “a reasonable model of the incomes and expenses for the airport as it is operated today” in an attempt to document a due diligence study. Mike suggested that we should separate the annual business expenses and revenue from the rest of the airport expenses so we can model different levels of revenue. We agreed to looking at three levels of airport business activity: 1) revenue with all the hangars rented, 2) revenue with just the wood hangars rented under the assumption the metal hangars become uninhabitable, and 3) none of the hangars rented as a worst case scenario.
Motion Proposed by: John Tomlinson Seconded by: Mike Werner Motion made: To adjourn at 8:27 Approved: Yes
9 in attendance through Zoom (hosted by Andy Karmy)
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)
Andy Karmy (2017)
Board Members Absent:
Janet Gundlach (even year)
Keith Hendrickson (2017)