Vanderbilt Community Association, Inc

VANDERBILT COMMUNITY ASSOCIATION, INC. VANDERBILT COUNTRY CLUB BOARD OF DIRECTORS MEETING

I. Call To Order: A meeting of the Vanderbilt Community Association, Inc. Board of Directors convened in the Wedgewood & Waterford Rooms at 8250 Danbury Boulevard, Naples, FL, on Thursday, March 19, 2009 at 5:00pm. Notice of this meeting was posted on the Vanderbilt Country Club website and on the community channel.

II. Establish Quorum: Directors: Denis Davidson, President; Kent Friedman, Executive Vice President; Alan Rowold, Secretary; Larry Smith, Treasurer; Bob Popowich, Vice President; John Laliberte, General Manager; Niki Dutton, Membership Director; and Jonathan Beers, Controller and approximately 16 resident members were present. Noting that a full quorum was present, Mr. Davidson called the meeting to order at 5:00pm.

III. Review/Acceptance of Minutes: a) The February 19, 2009 meeting minutes were distributed prior to the meeting to all board members for their review. As there were no corrections or additions to the meeting minutes, Mr. Friedman made a motion to accept the minutes, Mr. Smith seconded the motion and the minutes were approved unanimously. b) The Action Item List from the February 19, 2009 meeting was reviewed.

IV. Treasurer’s Report for the Month of February 2009 – Larry Smith The Club is beginning to experience the effects of the weak economy as our members cut back on the use of our dining room and the golf course.

The Balance Sheet continues to show us with a favorable cash position of over $1,626,000 in total cash, which is a little less than last month, but $265,000 more than last year. We continue to operate with no outside debt. Total inventory is down from last month and last year as we attempt to manage our inventories to offset the weakness in our sales.

Receivable collections continue to be an ongoing challenge. As previously reported, we have liens on three units and we are awaiting foreclosure proceedings on two of them. We are receiving payments on the third unit. However, we now have six additional units that could have liens placed on them if their past due balances are not brought up to date by April 1st. We are looking at a total of $43,000 past due on these nine troubled accounts. These members have all received proper notices, had their privileges suspended and those with a lien on their property have had dues accelerated for the next twelve months. We also are keeping in close contact with our attorney to ensure that we are doing everything possible to comply with the law and collect our money. Revenue for the month was $734,000, down $33,000 or 4.3% from budget and $6,000 below February a year ago. This came primarily from a $26,000 shortfall in Food and Beverage revenue and the remaining $7,000 from golf operations, primarily in guest fees and merchandise sales. Final 1 3.23.09 Our operating margin for the month was just over 89%, which was both better than budget and prior year. This indicates that despite the shortfall we are making a little more on what we sell.

Total expenses for February were $507,000, improved $12,000 or 2.2% from budget and $37,000 or 6.9% better than prior year. The majority of this improvement is in labor and payroll taxes, which offset over budget spending in legal, audit and professional fees. In summary, the improvement in expenses offset the shortfall in revenue for the month and resulted in a profit of $147,000 for February. This is an improvement of just under $2,000 from budget and $43,000 better than this same time a year ago. This brings our year-to-date profit to $290,000, which is $53,000 better than budget and $112,000 more than last year.

Despite our favorable position to budget and last year, I am concerned looking forward about the effect of the continuing weakness in the economy and what that will do to influence our member’s use of the amenities at the Club, primarily the dining room and golf course. This along with the potential exposure in past due accounts can make this a difficult year for all of us. We need to be aware of this and be doing everything possible to generate profitable revenue and control and cut our costs.

Mr. Smith concluded the review of the financials. He stated that the Club’s auditors, McGladrey and Pullen have finalized the audit, which was reviewed by the Audit Committee and the Finance & Insurance Committee and the report is available to the membership upon request.

OTHER TOPICS: 2007 surplus and the 2008 shortfall

V. General Manager’s Report – John Laliberte a) Old Business Putting Green & Hole #1 Tee Box Design Fee Request By The Greens Committee: As discussed at last month’s Board meeting, the Greens Committee is requesting VCA Board approval of $1,000 for Gordon Lewis, our VCC golf course architect, to draw a site plan and drawings for the redesign and relocation of the Putting Green and Hole #1 Green and Blue Tees. This plan would also include the widening of the white and gold tee areas. Per the VCA Board’s request, Stuart Bothe has reviewed his 2009 GCM Operating Budget for possible funding. The Contract Services expense line item has no extra budgeted amounts from which to utilize. Stuart and John feel that this $1,000 design fee should be considered a “Capital In Progress” Expense, as a prelude to the project being submitted as a 2010 Reserve Capital Expenditure request, for VCA Board approval this upcoming Fall 2009. The $1,000 design fee is necessary so we can obtain bids from contractors to present to the Board during the Capital phase of the 2010 Budget Workshops. To recap the request, this project is Stuart’s and the Greens Committee’s number one priority in Stuart’s “10-Year Strategic Plan for the Golf Course”. In addition, we have been advised by Turf Venting that the Putting Green needs to be rebuilt or will Final 2 3.23.09 continue to experience ventilation problems and sub-standard turf conditions. The plan would increase the size of the Putting Green from 6,500 square feet to approximately 10,000 square feet, along with additionally needed golf cart parking around the green. Mr. Rowold made a motion to approve $1,000, to be funded by the Capital Resale Contribution Fund, for the golf course architect to draw up potential plans for hole number one. No others were in favor and this motion was denied. Mr. Friedman made a motion to permit Stuart Bothe at his discretion to internally adjust his existing 2009 budget to provide for the allocation of $1,000 for the design fee within in the funds that have already been allocated to the golf course maintenance budget. Mr. Popowich seconded, all were in favor and the motion passed unanimously.

Hole #14 Lake Bank Repair/Rehab: Board approval of this plan was tabled at last month’s VCA Board Meeting, to the March, 2009, VCA Board Meeting. The Greens Committee has since advised the VCA Board to further table this decision for the proposed lake bank project on Hole #14. The Greens Committee has appointed a subcommittee to review and develop a more comprehensive lake plan to refurbish all of the lakes. b) New Business 2009 VCC Golf Course Summer Closing Schedule: John distributed the 2009 Summer Closing Schedule for our Vanderbilt Country Club golf course, along with the corresponding 2009 VCC Golf Course Maintenance Project Schedule. The calendar will be highlighted in the upcoming edition of the E-Vantage.

VCC Complies With “The Virginia Graeme Baker Pool and Spa Safety Act: As part of the new mandatory federal requirements for suction entrapment avoidance in pools, spas and hot tubs, Vanderbilt Country Club is now in compliance. A total of eight main drain grates have been replaced in all four pools and the spa at a total cost of $2,138.80. This is an unbudgeted expense, as reflected in the February, 2009, Profit & Loss Statement, as we first learned of this legislation in late December, 2008. Information on the Virginia Graeme Baker Pool and Spa Safety Act, which is a federal act under the Consumer Product Safety Commission (CPSC), was distributed.

Vanderbilt Country Club Recognized By Habitat For Humanity: Cathi Hughes and John Laliberte represented Vanderbilt Country Club at the Habitat For Humanity Annual Awards Reception, which was held on March 12, 2009, at the Naples Beach Hotel & Golf Club. Over 300 sponsors and corporate partners were in attendance. Vanderbilt Country Club was recognized as a Corporate Partnership, having contributed $134,000 through the Community Contribution Tax Credit Program in 2008, towards the building of two new homes for two deserving Habitat families. This marked the third consecutive year, as well as the 3rd and 4th houses built by Vanderbilt Country Club as a result of our club’s participation in this worthwhile program. To qualify, Vanderbilt Country Club must meet the requirement of 200 minimum volunteer hours towards the building of each house we sponsor, along with an approved Tax Credit Application from the State of Florida for the $67,000 refund per house. Vanderbilt Country Club’s efforts have been impressive: in 2006 – our VCC members volunteered 736 volunteer hours toward the Final 3 3.23.09 building of one Habitat home; in 2007 – our VCC members volunteered 536 volunteer hour toward the building of one Habitat home; in 2008 – our VCC members volunteered 1,264 volunteer hours toward the building of two Habitat homes; and, thus far in 2009 for the first two months, our Vanderbilt members have volunteered 408 volunteer hours toward the building of two Habitat homes. The expected tax credit contribution for the building of two houses in 2009 is expected to be approved at $100,000. Our sincere thanks to all our Vanderbilt Country Club residents, for their many contributions, in helping to make this a reality for so many Habitat families. 2008 was a great year for Habitat for Humanity, where partnerships like that of Vanderbilt Country Club helped to move 130 families out of substandard housing, providing a safe, stable environment for more than 390 children for which to grow and thrive.

Informational Reports  Golf Revenue Report – February 2009  Rounds of Golf Report – February 2009  Golf Revenue Report – March 1-15, 2009  Rounds of Golf Report – March 1-15, 2009  Rover Vehicle – Monthly Mileage Report – February 2009  Golf Club of The Everglades Report – February 1 to March 15, 2009  VCC Ladies’ Day and VCC Men’s Day Comparison Report

VI. Old Business a) Non Trail Fee Cart Usage Rules & Regulations Throughout the Community – Kent Friedman: Mr. Friedman distributed a drafted letter for review. He, Mr. Rowold, John Laliberte and Niki Dutton meet to look at the non-trail fee cart issue. Mr. Friedman will be working on the rules and regulations rewrite and will submit it to the Board for their review and adoption at next month’s meeting. b) Follow Up letter to Members regarding the Amendment Changes – Kent Friedman: With respect to the amendment changes, we have had ten members with non-recorded quit claim deeds, who were notified of the change and asked to provide correct documentation. Of these ten, seven have complied, though three have not replied to our letters as of yet. These three letters were written a follow up letter informing them to respond by Friday, March 20th to avoid suspension of Club privileges. c) Perimeter Security & Replanting Project – Denis Davidson: The first Town Hall Meeting was held on Monday, March 16th at 5:00pm, the second Town Hall Meeting is scheduled for Monday, March 23, 2009 at 5:00pm at which Christian Andrea of Architectural Land Design will be presenting the color boards, along with the plan. Mr. Bill Dorgan, Mr. Gary Johnson and Mr. Frank Shields will also be making presentations on fencing and irrigation at the second town hall meeting.

Accordance to Article 5, Section 5.13, Mr. Davidson made the following motion; “Whereas, the Board of Directors of Vanderbilt Community Association, in response to overwhelming membership feedback to address Final 4 3.23.09 improved security and replace lost and non-native vegetation on the perimeter of Vanderbilt Country Club and so as to maintain the appearance and attractiveness of the Community,

Be It Resolved, that the Board of Directors of Vanderbilt Community Association approves the Perimeter Security and Replanting Project as submitted by the Common Grounds Committee and the payment structure as submitted by the Association Treasurer; and be it father

Resolved that the Board recommends and supports convening a special meeting of the Vanderbilt Community Association membership on April 6, 2009 for the specific purpose of voting on the Perimeter Security and Replanting Project and assessment in the total amount of $620,000, of which $100,00 will be drawn from the “Original Capital Reserve Fund”, $50,000 will be drawn from the “Resale Capital Contribution Reserve Fund” and the balance of the cost of $470,000 will be assessed to the membership. The total assessed amount to each member will be $587.50 and will be due and payable to the Association in 18 equal monthly payments of $32.64, beginning on May 30, 2009 and ending with final payment on October 31, 2010.

The vote of the membership is in accordance with Article V, Section 5.13 of the Master Declaration of General Protective Covenants, Conditions and Restrictions of Vanderbilt Countyr Club as recorded in the official records of Collier County, FL 420694 OR: 4427 PG: 0788.

Mr. Friedman seconded the motion. All were in favor and this resolution was passed unanimously.

VII. New Business a) ARC Proposed Changes to the Villa & Estate Guidelines – Bob Popowich: Cindy Vasquez had previously distributed the ARC Guidelines for their review. Mr. Smith made a motion to accept the revised guidelines as submitted. Mr. Rowold seconded the motion, all were in favor and the motion was approved unanimously. b) Reciprocal Violations – Denis Davidson: Recently there have been two incidences where VCC members have falsified other VCC members numbers at Golf Club of the Everglades in an attempt to get reduced guest greens fees. Mr. Friedman will be sending out a mass email in tomorrow’s E-Vantage informing the membership that violations such as these will be taken very seriously this Board and maximizing any penalties to ensure that our residents play fair and treat one another fair and maintain our positive reputation. c) Quail Creek Village Request – Denis Davidson: Mr. Rowold made a motion to allow Quail Creek Village members to begin playing VCC at the reciprocal rate as of April 13, 2009, rather than May 1, 2009 as their course will be undergoing major renovations. All are in favor. Final 5 3.23.09

VIII. Committee Reports a) Golf Committee – Chelsea system Policy on Men’s & Ladies’ Days Presentation – Dave McKay: The Golf Committee reviewed the men’s and ladies day plays between 2008 and 2009 rounds and on behalf of the committee, Mr. McKay made a recommendation to continue not to charge a Chelsea play point during men’s & ladies’ days rounds. It is documented that more rounds are being played and that more revenue is more profitable. Mr. Freidman moved continuance of not charging a Chelsea play point for men’s and ladies’ days through the 2010 season (April 2010). Mr. Popowich seconded. All were in favor and this will be addressed in 2010.

IX. Upcoming Meetings & Important Dates a) Monday, March 23rd at 5:00pm – Town Hall Meeting b) Monday, April 6th Special Board Meeting 4pm Voting/5pm Meeting c) Thursday, April 16th at 5:00pm – Board Meeting

X. Adjournment Mr. Friedman made a motion to adjourn the meeting at 6:26pm. Mr. Smith seconded the motion. All were in favor and the meeting was adjourned.

Respectfully submitted,

______Niki Dutton, Alan Rowold Membership Director Secretary, VCA Board of Directors

Final 6 3.23.09