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SEPTEMBER 26, 1996 SCHERTZ DEVELOPMENT FOUNDATION BOARD OF DIRECTORS' MEETING MINUTES September 26, 1996 Pat's Place South Item #1 Call to Order: The meeting of the Schertz Development Foundation Board of Directors was called to order at 12:09 p.m. by President, Tom Weaver. Those present: Tom Weaver Lew Borgfe1d Kerry Sweatt Jackie Jones Mark Marquez Ear1een Ehlers - Executive Director - Recording Secretary Item #2 Approval of Minutes of August 22, 1996: Mr. Sweatt made the motion to approve the minutes as written, which was seconded by Ms. Jones. Motion carried unanimously. Item #3 Update on SAC Building Corp. and Countryside Ceramics: The Board went into executive session at 12:12 p.m. Board reviewed SAC letters with responses regarding compliance of covenants. Mark Marquez explained letters and timing of such. Options the Board could take were discussed. Mr. Marquez recommended turning everything over to the attorney for further action. Ms. Jones stated that SAC's September 19, 1996, response needed to be addressed. Mr. Marquez said that there were no major violations of the other owners that justified sending letters for compliance. He said that the City of Schertz has lots that have mulch that is available to citizens free of charge on one of the lots. Mr. Sweatt interjected that if the Board thought that was a problem he would see that the mulch was moved to another location. Ms. Jones asked about Countryside Ceramics and when they were due to build. Mr. Marquez said their deadline had already passed and SAC's would be October 20, 1996, but that Countryside Ceramics was complying with all other covenants. Mr. Sweatt said that he would like to repurchase those lots where SAC is not in compliance. Mr. Weaver said that the Board has two actions it can take. Litigation and to buy back the two lots. Mr. Sweatt said that if they buy back lots 25 & 26 they would separate SAC's property; they own 23, 24, 25, 26, 28, & 29 with some interest in lot 27. Ms. Jones said she would like to let the attorney look at all of the information and make a recommendation. Mr. Marquez said he would send all the information to Mr. Spain and ask him to make a recommendation. Mr. Sweatt said that Mr. Marquez should convey to Mr. Spain the exact order of how the Board feels things should be handled. Ask for a recommendation, but that the Board would like to buy back the lots first, then if needed temporary restraining order (TRO) and injunction. Mr. Marquez moved the discussion to Countrywide Ceramics stating that after meeting with them they indicated they were not financially able to build and would not be able to for at least three years. Mr. Marquez had offered a year extension on the option to repurchase. Mr. Marquez covered the options he gave them as outlined in the memo to the Foundation dated September 20, 1996. He indicated that the Foundation would be financially strapped if they were to buy back the property, especially in light of pending problems with other owners. Mr. Sweatt said the Board would not have to exercise the option to rebuy, but that they could ask for right of first refusal. Mr. Borgfeld expressed his concern that buying SAC's lots back but not Countryside Ceramics might be a problem. Ms. Jones said that with Countryside the Board has the "option" to repurchase, not an obligation to do so. Mr. Weaver agreed also stating that there is nothing wrong with exercising rights if you have a problem. He also stated that it is the full judgment of the Board to exercise the option to repurchase or not. Mr. Borgfeld said he felt the Board needs to repurchase the lots from SAC, but that it also needs advise of the attorney as far as where they stand on involvement of the covenants. Mr. Sweatt said to pursue repurchase of the lots from SAC and to let the Countryside Ceramics ride until further discussion. Mr. Marquez said that we need to find out if it will be considered a waiver if the Board does not seek to take the option now. Mr. Sweatt said that if the Board can let the thing with Countryside go for now that would be appropriate as long as that does not mean that the Board waives its right to exercise the option in the future, two or three years from now. Mr. Marquez said he would work with Countryside Ceramics to sell the property. Mr. Borgfeld said that any future owners would be bound by the restrictions in place and that it would show in the Title exactly what those restrictions are, in this case that the owners are not in compliance with building within the two year period and that future buyers would have to build as soon as possible. Mr. Borgfeld also noted that the Board acting as the architechtural committee needed to be recorded by the County when possible. Mr. Marquez said he would take care of that. Mr. Sweatt said that even though it was not yet recorded they could act because it had been formally noted and approved. Mr. Weaver noted that executive session ended at 12:29 p.m. Item #4 Financial Report - Mr. Marquez gave a verbal report stating that the Foundation has about $51,000 on its books. $37,000 draws interests and is in CD's. The balance of about $10,000 or so is available cash. Mr. Marquez said that he would have a report available at the next meeting. Item have #5 Proposed Budget FY 96-97 - Mr. this ready for the next meeting. Marquez said he would He said after speaking to Mr. Spain he would put an information packet together, along with a proposed budget and submit it to Board members prior to the next meeting. Item #6 Nominations for New Board Members. Mr. Sweatt made the nomination of Mr. Don Jeffreys, pastor of the First Baptist Church. Also nominated were Mr. Ed Harris of Fibre Art and Mr. Tony Moreno as alternate. Mr. Marquez will follow up by contacting nominees and asking if they would like to sit on the Schertz Development Foundation Board of Directors. Item #7 Selection of New President - Mr. Sweatt nominated Ms. Jones as President, Mr. Borgfeld seconded the nomination which carried unanimously. Item #8 Board Member Comments - none. Item #9 Executive Director's Comments: Mr. Marquez congratulated Ms. Jones on her appointment. The attorney invoice was discussed noting that the Foundation paid $205. Mr. Marquez covered the letter from the City of Schertz asking for donations for the Christmas tree. Mr. Sweatt abstained from discussion because of his City affiliation. Mr. Marquez talked about the IRS letter and the problem with the auditor and that the Foundation might think about adding the Foundation under the City's engagement letter to the auditor. Last item discussed - McKenney letter outlined. At the last Foundation meeting, Mr. McKenney had asked that his building plans be reviewed and approved. The plans were approved with two conditions, landscaping and an explanation of how the rear of his new building would be screened were to be addressed. Mr. Marquez received a written response regarding landscaping and screening which clearly satisfied the Foundation's criteria. Mr. Marquez answered Mr. McKenney's request for approval stating that he is in compliance and ok was given to proceed. Item #10 President's Comments - None. Item #11 Set Next Meeting Date - October 10, 1996, noon, location to be announced. Item #12 Adjourn - Meeting was adjourned by Mr. Weaver. Thomas Weaver President ~~ Recording Secretary