Q1/2025
Meeting of the Board of Directors
Board Meeting Minutes
A meeting (the “Meeting”) of the Board of Directors of the Association (the “Board”) was held on January 22, 2025 at 2:30 p.m. (Hawaii time) via Zoom.
Attendance:
Board Members:
Buddy Arnheim
Alex Kaplinsky
Mike Latif
Don McConnell
Stephan Schaem (for a portion, removed during the meeting)
Winston Welborn
Bruce Whale
Other Attendees: Ginny Shinn
Regrets: None
CALL TO ORDER, NOTICE OF MEETING, AND MEETING AGENDA
Ms. Shinn, on behalf of the Association, called the meeting to order. Each Board member confirmed that such Board member received notice for the Meeting, which had been properly given, and confirmed that a quorum of the directors was present. A meeting agenda was circulated in advance of the meeting, and at the invitation of the Board Ms. Shinn presented such agenda and invited any additions. Mr. Kaplinsky, as the outgoing President requested that, prior to proceeding with the agenda that he make a statement and propose a motion.
Upon the invitation of the other attendees Mr. Kaplinsky then raised the topic of Mr. Schaem’s Board service, and proposed removal. Mr. Kaplinsky discussed reasons for this topic, and Mr. Schaem was given an opportunity to respond. Thereafter, questions were asked and extensive discussion ensued. Upon completion of such discussion, and upon a motion duly made, seconded and approved, the following resolutions were approved by the Board:
NOW THEREFORE BE IT RESOLVED that Mr. Stephan Schaem be, and hereby is, removed from the Board and all related committees effective immediately.
FURTHER RESOLVED that the Board hereby acknowledges Mr. Schaem’s service as a member of the Board and thanks him for his service.
Mr. Schaem was invited to share parting thoughts, which he did, and then Mr. Schaem departed from the meeting.
2. RECORDING OF MEETINGS
The Board discussed whether to continue the practice of recording the discussions at the Board meetings. Extensive discussion ensued. Upon completion of such discussion, and upon a motion duly made, seconded and approved, the following resolution was approved by the Board:
BE IT RESOLVED that until further discussion, the practice of recording Board calls will be discontinued.
3. OFFICER APPOINTMENTS
Ms. Shinn next updated the Board about the various officer nominations for the roles of President, Vice President, Treasurer and Secretary. Additional nominations were then proffered, and extensive discussion ensued. Thereafter, and upon a motion duly made, seconded and approved, the following resolutions were unanimously approved:
BE IT RESOLVED that the following individuals have been appointed to serve in the officer roles specified below until such time as their resignation or their removal:
PRESIDENT: Don McConnell
VICE PRESIDENT: Winston Welborn
SECRETARY: Alex Kaplinsky
TREASURER: Buddy Arnheim
4. DRC COMMITTEE APPOINTMENT
Next, the Board discussed the current composition of the Design Review Committee (the “DRC”), including the current vacancies. Discussion about the requirements of the Association’s bylaws and CC&Rs, and the history of the Committee’s membership continued. The Board then discussed appointing one or more directors to fill such vacancies. Thereafter and upon motion duly, made and seconded, the following motion was hereby adopted and approved:
BE IT RESOLVED that Mr. Bruce Whale be, and hereby is appointed to the DRC as chair of the DRC, to serve until such time as his resignation or removal.
RESOLVED FURTHER that Mr. Latiff be, and hereby is appointed to the DRC, to serve until such time as his resignation or removal.
RESOLVED FURTHER that Mr. Elliot Montgomery be, and hereby is appointed to the DRC, to serve as a member of the DRC, to serve until such time as his resignation or removal.
RESOLVED FURTHER that Mr. McConnell be, and hereby is appointed to serve as an alternate member of the DRC, to serve until such time as his resignation or removal.
RESOLVED FURTHER that Mr. Pat Childs be hereby removed from his position as a member of the DRC and instead invited to serve as legal counsel to the DRC.
RESOLVED FURTHER that the DRC be, and hereby is, from the date of this meeting and until such time as any such individual resigns or is removed, comprised of Mr. Whale, Mr. Latiff, Mr. Montgomery, and Mr. McConnell is to serve as an alternative member.
5. COMMUNICATIONS COMMITTEE APPOINTMENT
Next, the Board discussed the membership of the Association’s Communications Committee. Following such discussion, the following resolution was unanimously approved:
BE IT RESOLVED: Mr. Winston Welborn be, and hereby is, appointed to serve on the Association’s Communications Committee until such time as he resigns or is otherwise removed.
6. 2025 BOARD MEETING SCHEDULE
The Board next discussed the calendar for 2025 Board meetings. Following such discussion, the following resolution was unanimously approved:
BE IT RESOLVED: The 2025 Board meeting schedule will be quarterly via video conference and convene at 8:00 am HT the first Thursday of each quarter.
BE IT FURTHER RESOLVED: Official notice is given for the following meetings on April 3, 2025, July 3, 2025, October 2, 2025 and January 8, 2026.
7. OWNER ACCESS TO BOARD
Mr. Kaplinsky next summarized the request from Mr. Schaem that he be given the opportunity to present to the Board a matter for consideration that he deems important. The Board expanded the discussion and agreed it was appropriate to establish a process through which any owner in the Association has the opportunity to raise and discuss matters of concern with the Board matters. Various procedures were discussed to ensure fair and equitable access to and consideration by the Board, and at the Board’s request Mr. Arnheim offered to prepare a draft of such policy for the Board’s review (a “Draft”). The Board discussed that the terms of such Draft are to include allowing each owner to notify the Board in writing about matters of concern. Such written notices are to be submitted to the Board at least ten business days prior to the regularly scheduled meeting of the Board at which such owner seeks to present and discuss the matter at hand. Such notice is to be succinct but with sufficient detail for each Board member to understand the matter at hand. The submitting owner is to then be given an opportunity to present such to the Board at the first regularly scheduled Board meeting following the Board’s receipt of such notice. Such presentation is to be succinct with each owner given a reasonable opportunity of up to 10 minutes, or such additional time as the Board deems appropriate, to present the matter at hand. After such presentation, the Board is to have the opportunity to ask questions. Thereafter, the Board is to deliberate as it deems appropriate and reasonable, and if appropriate make a decision on the matter. Any such decision by the Board is to be in its sole discretion and binding upon the owner and the Association.
Based on the foregoing, the Board expects to use reasonable efforts to have such Draft prepared, reviewed and approved by or at the next regularly scheduled meeting of the Board.
Further, the Board requested that Mr. McConnell or Ms. Shinn notify Mr. Schaem of this proposed process, and invite him to submit his matter for presentation and discussion at the April Board meeting.
8. TERMINATION OF MEETING
There being no other business before the Board, Mr. McConnell made a motion to end the meeting, which was duly seconded and approved. The meeting terminated at 3:45 p.m. HT.
Alex Kaplinsky
Secretary
