Chardonnay Articles of Incorporation

CHARDONNAY COUNCIL OF CO-OWNERS
BOARD OF DIRECTORS MEETING

JANUARY 25, 2006

The meeting was called to order by Bill Frambes, President 7:00 P.M.

After the Pledge of Allegiance, a moment of silence was requested by Bill Frambes for Don Baxter, a resident of Chardonnay, who had passed away in December, 2005.

Attendance was taken. Present: Bill Frambes, Jim Smalley, Chuck Gerhardstein, Ned Barnes, and Gerrie Kortekamp, Board members; and Dave Munro, Property Manager from Towne Properties.

The minutes of the board meeting of November 28, 2005 were presented. Bill Frambes made several corrections which were passed onto the secretary. A motion was made by Chuck Gerhardstein, second by Jim Smalley to approve the minutes with corrections. M.C.

OFFICER REPORTS:
• Ned Barnes reported that the “Welcome Home” party , for those displaced by the fire, was well attended. Approx. 50 people attended. Nine of the twelve owners who were affected by the fire were in attendance. Ned gave a special thank you to the social committee for their outstanding job.

MANAGEMENT REPORT:
• Dave reported that he had met with Bill Frambes and several changes were made to clear up the financials for year-end 2005. Several reserve accounts were “zeroed out” and some accounts were eliminated as they are no longer needed. The money stays the same, just moved to other categories to clean up the financials. The changes will be reflected in the January 2006 financials.
• Bill Frambes had informed Dave that a Cinergy truck had done some lawn damage to the turf on Vina Vista while installing an electric pole. Dave called them and Cinergy will have their landscaping contractor come out to repair all the damage that was done by their service truck.
• Dave called Jim Thelen regarding their written report on the results of the core drilling which is needed in order for the turnover of the streets to the city. The report should be mailed to us sometime within the next week. They apologized for their delay in sending the report to us.
• Kelley’s Cleaning has been notified that they no longer need to purchase light bulbs for the clubhouse, as we have a supply of replacement bulbs which can be used as necessary.
• Dave mentioned that a change, of the meeting night, is under consideration. A change of the meeting night, to the first Thursday of the month, beginning in 2006 may enable more owners to attend. This will be a board decision.

COMMITTEE REPORTS:
• Social Committee…..Pat Rummel reported that our next social event is the Valentine’s Day dinner. It will be a catered dinner. Cost is $10.00 6:00pm at the clubhouse.
• Welcome Committee…..Alan Hahn gave the committee report for Judi, who was absent. Several “thank-you’s” were given to those who have made contributions to the “welcome” baskets: to Anne Kendall for the baked bread; to Carolyn Ford for the votive candle holders; and to Mary Gerhardstein for the cleaner coupons. Anyone else who would like to make a contribution should notify Judi Hahn or other committee member. The committee also sends a greeting card to those who are ill or hospitalized, contact Judi if you know of a resident who should be sent a card. Since the last meeting, 22 get-well cards, 2 sympathy, and one memorial contribution (on behalf of Don Baxter) have been sent out. Also, a thank you was given to Darryl Moore for the 2006 calendars that he donated.
• Landscape Committee……Beth Maggard, chairman, reported that the committee had not met since the last board meeting. They will be meeting to obtain bids on replacements i.e. dead trees, shrubs etc. Bill mentioned that the new board may need to consider where additional money will come from, for the proposed additional irrigation around the clubhouse.
• Architectural & Maintenance Committee…..Alan Hahn submitted his written report to the board (see attached).
• Finance Committee…..Bill Frambes reported that the committee has not met this month, however, Bill met with Dave Munro for several hours reviewing the 2005 expenses. A pre-payment of the insurance premium made in December of $17,445.00 and snow removal expense of approx. $3,255.00 resulted in a YTD over–budget expense of approx. $21,000.00. The good news is that we had the cash flow so that the net result was that we broke even for the year. We ended the year with $125,381.28 in reserves. $60,000.00 is invested in CD’s earning a higher rate of interest. The remaining amount of reserves is invested in a money market fund at Huntington Bank, paying 3.75% APY. In 2005, a total of $4,708.98 of interest was earned on our reserves.

OLD BUSINESS:
• Turnover of streets to the city……Jim Smalley attended the Jan.23rd city council meeting. The council had a second reading for the approval of including our streets. The second reading was approved pending Chardonnay finishing the sealing of the streets and submitting the report from Thelen regarding the core drillings.
• Terrace hall light sensors…….Seven buildings remain that need the sensors installed. Bill will wait until the weather improves, before rescheduling the installation with the electrician.
• 1400 – 1402 Building fire restoration…….Bill reported that all units have been restored, and with the exception of a few minor items, the common areas and hallways are finished. The front door has been installed, an outside shutter needs to be put up, a window well has been cleaned out, and TR Gear has been asked to finish the outside clean-up and to sod and reseed the lawn, which most likely will not occur until spring. Part of the tin roof that needs to be fixed will be ordered from Corken Steel. The final claim for damages was $434,862.35. We’ve received $387,708.00 and the $5,000.00 deductible from the owners. We will need to submit a final claim for the remaining $42,154.00.
• Stormwater charges and credit…….Bill reported that Cardinal Engineering had called him following their inspection of our detention basin. They stated that they could not certify that the detention basin works properly. The basin was apparently not built to the specifications when it was originally put in and was approximately three feet off. Cardinal had originally wrote the specifications to put this in and since it was not built to their specifications, he was 99% sure that it would not work properly. He said that he could send a crew out to test the basin to see if it is operating properly for $2,000.00. They would then write a letter certifying that it works properly, or if it is not working properly, what we will need to do to fix it. . Bill has written Jeff Haas and has sent a copy of Cardinal’s letter stating that the detention basin was not put in according to their specifications. Jeff has responded that he will refer our issue to someone in the Land Development Division to review the problem and to get back to him if we do not receive a response within the next week.
• Medicare D Seminar……..Bill reported that 17 people had attended on Jan. 12th. The response was very positive and that most of those received a better understanding of how Medicare D will work. He said the board wants to think about offering more programs such as this in the future. He has talked with the Branch Manager of the Bank of Kentucky in Alexandria. The bank has donated a door prize for our Annual Owners meeting, and she came to deliver it. She would like to throw a party at Chardonnay sometime in the spring and bring along their Trust Officer, to talk about wills and trusts
• Annual Owners Meeting……. Feb.07th Everyone should have received a packet from Towne Properties with two ballots, a Proxy and an Absentee Ballot, along with a short biography of each candidate running for office. The door opens at 6:30 P.M. ..the meeting starts at 7:30 P.M. Nice door awards and light refreshments.

FLOOR OPEN TO OWNERS:
• Anne Kendall asked if the hillside behind her building had been reseeded last year. Bill answered no, that only the common areas that face the entrance driveway were reseeded.
• Beth Maggard asked what a detention basin is, where are they located, and what are they used for? Bill answered that there is one, located on the right side of the entrance driveway, halfway up the hill as you come into to community. It is used for water run-off so that, in case of heavy rains, some of the water is detained and then released gradually into the sewer system.
• Evelyn Smith mentioned how water puddles in the flat space behind her building. Bill explained that this space was not graded properly by Fischer and there is a low area where water settles, but that this should not be a problem since it is far enough away from their building. In addition, with all the rock, the grass does not grow well. Evelyn also asked what that beeping sound, on the lift station, indicates. Bill explained that the beeping sound indicates that the lift station is working to pump the contents into the sewer system. An alarm will sound if the lift is not working properly, and will continue. It is a different sound and will not go off. Call Towne Properties if it continues. The lift station is maintained and inspected annually to make sure it is working properly.
• Pat Rummel asked if the second detention basin was behind her building. Bill answered no. Originally Fischer had planned to build two detention basins, and one was to be located behind her building. Cardinal Engineering told Bill that Fischer made a decision to put in only one detention basin, but made that one larger.
• Bob Kremer reported that someone had put a big mattress and headboard into the dumpster. Mary Gates said that she had called Rumpke about a large item she was trying to get rid of. She was told by Rumpke that anything that they could pick up, had to be put into the dumpster. Dave Munro will call Rumpke to get some clarification on how this should be handled.

NEW BUSINESS:
• 2006 Operating Budget……A copy of the budget has been sent to all owners. Contact a member of the board with any questions. A copy is posted on the web site for those who have a computer and would like to make a copy.
• Liability Insurance…..Each owner should have received a copy of the updated insurance certificate from Roeding Insurance. Bill received a letter from Ken Roeding suggesting that we establish a Risk Management Committee to identify potential hazards. He recommends that periodically, the buildings should be inspected to identify potential hazards. This suggestion will be passed onto the new board.
• Operation Hug….Bill read a letter encouraging everyone to donate a $1.00 or MORE to help buy some much needed supplies for Operation Hug. Ned Barnes also mentioned that actual supplies can be donated rather than money if desired. Barb Culp, Mary Gerhardstein, and Betty Barnes are currently working with the City of Cold Spring on this project.

Bill mentioned that this is the last board meeting for the current board members and gave his thanks to all for their help and assistance.

The meeting adjourned at 7:52 P.M.

The board opened an executive session meeting to discuss delinquent owner accounts. This meeting was adjourned at 8:25 P.M.

Respectfully Submitted,

Gerrie Kortekamp, Secretary
Chardonnay Council of Co-Owners

Board of Directors Meetings
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CHARDONNAY COUNCIL OF CO-OWNERS BOARD OF DIRECTORS MEETING JANUARY 25, 2006 The meeting was called to order by Bill Frambes, President 7:00 P.M. After the Pledge of Allegiance, a moment of silence was requested by Bill Frambes for Don Baxter, a resident of Chardonnay, who had passed away in December, 2005. Attendance was taken. Present: Bill Frambes, Jim Smalley, Chuck Gerhardstein, Ned Barnes, and Gerrie Kortekamp, Board members; and Dave Munro, Property Manager from Towne Properties. The minutes of the board meeting of November 28, 2005 were presented. Bill Frambes made several corrections which were passed onto the secretary. A motion was made by Chuck Gerhardstein, second by Jim Smalley to approve the minutes with corrections. M.C. OFFICER REPORTS: • Ned Barnes reported that the “Welcome Home” party , for those displaced by the fire, was well attended. Approx. 50 people attended. Nine of the twelve owners who were affected by the fire were in attendance. Ned gave a special thank you to the social committee for their outstanding job. MANAGEMENT REPORT: • Dave reported that he had met with Bill Frambes and several changes were made to clear up the financials for year-end 2005. Several reserve accounts were “zeroed out” and some accounts were eliminated as they are no longer needed. The money stays the same, just moved to other categories to clean up the financials. The changes will be reflected in the January 2006 financials. • Bill Frambes had informed Dave that a Cinergy truck had done some lawn damage to the turf on Vina Vista while installing an electric pole. Dave called them and Cinergy will have their landscaping contractor come out to repair all the damage that was done by their service truck. • Dave called Jim Thelen regarding their written report on the results of the core drilling which is needed in order for the turnover of the streets to the city. The report should be mailed to us sometime within the next week. They apologized for their delay in sending the report to us. • Kelley’s Cleaning has been notified that they no longer need to purchase light bulbs for the clubhouse, as we have a supply of replacement bulbs which can be used as necessary. • Dave mentioned that a change, of the meeting night, is under consideration. A change of the meeting night, to the first Thursday of the month, beginning in 2006 may enable more owners to attend. This will be a board decision. COMMITTEE REPORTS: • Social Committee…..Pat Rummel reported that our next social event is the Valentine’s Day dinner. It will be a catered dinner. Cost is $10.00 6:00pm at the clubhouse. • Welcome Committee…..Alan Hahn gave the committee report for Judi, who was absent. Several “thank-you’s” were given to those who have made contributions to the “welcome” baskets: to Anne Kendall for the baked bread; to Carolyn Ford for the votive candle holders; and to Mary Gerhardstein for the cleaner coupons. Anyone else who would like to make a contribution should notify Judi Hahn or other committee member. The committee also sends a greeting card to those who are ill or hospitalized, contact Judi if you know of a resident who should be sent a card. Since the last meeting, 22 get-well cards, 2 sympathy, and one memorial contribution (on behalf of Don Baxter) have been sent out. Also, a thank you was given to Darryl Moore for the 2006 calendars that he donated. • Landscape Committee……Beth Maggard, chairman, reported that the committee had not met since the last board meeting. They will be meeting to obtain bids on replacements i.e. dead trees, shrubs etc. Bill mentioned that the new board may need to consider where additional money will come from, for the proposed additional irrigation around the clubhouse. • Architectural & Maintenance Committee…..Alan Hahn submitted his written report to the board (see attached). • Finance Committee…..Bill Frambes reported that the committee has not met this month, however, Bill met with Dave Munro for several hours reviewing the 2005 expenses. A pre-payment of the insurance premium made in December of $17,445.00 and snow removal expense of approx. $3,255.00 resulted in a YTD over–budget expense of approx. $21,000.00. The good news is that we had the cash flow so that the net result was that we broke even for the year. We ended the year with $125,381.28 in reserves. $60,000.00 is invested in CD’s earning a higher rate of interest. The remaining amount of reserves is invested in a money market fund at Huntington Bank, paying 3.75% APY. In 2005, a total of $4,708.98 of interest was earned on our reserves. OLD BUSINESS: • Turnover of streets to the city……Jim Smalley attended the Jan.23rd city council meeting. The council had a second reading for the approval of including our streets. The second reading was approved pending Chardonnay finishing the sealing of the streets and submitting the report from Thelen regarding the core drillings. • Terrace hall light sensors…….Seven buildings remain that need the sensors installed. Bill will wait until the weather improves, before rescheduling the installation with the electrician. • 1400 – 1402 Building fire restoration…….Bill reported that all units have been restored, and with the exception of a few minor items, the common areas and hallways are finished. The front door has been installed, an outside shutter needs to be put up, a window well has been cleaned out, and TR Gear has been asked to finish the outside clean-up and to sod and reseed the lawn, which most likely will not occur until spring. Part of the tin roof that needs to be fixed will be ordered from Corken Steel. The final claim for damages was $434,862.35. We’ve received $387,708.00 and the $5,000.00 deductible from the owners. We will need to submit a final claim for the remaining $42,154.00. • Stormwater charges and credit…….Bill reported that Cardinal Engineering had called him following their inspection of our detention basin. They stated that they could not certify that the detention basin works properly. The basin was apparently not built to the specifications when it was originally put in and was approximately three feet off. Cardinal had originally wrote the specifications to put this in and since it was not built to their specifications, he was 99% sure that it would not work properly. He said that he could send a crew out to test the basin to see if it is operating properly for $2,000.00. They would then write a letter certifying that it works properly, or if it is not working properly, what we will need to do to fix it. . Bill has written Jeff Haas and has sent a copy of Cardinal’s letter stating that the detention basin was not put in according to their specifications. Jeff has responded that he will refer our issue to someone in the Land Development Division to review the problem and to get back to him if we do not receive a response within the next week. • Medicare D Seminar……..Bill reported that 17 people had attended on Jan. 12th. The response was very positive and that most of those received a better understanding of how Medicare D will work. He said the board wants to think about offering more programs such as this in the future. He has talked with the Branch Manager of the Bank of Kentucky in Alexandria. The bank has donated a door prize for our Annual Owners meeting, and she came to deliver it. She would like to throw a party at Chardonnay sometime in the spring and bring along their Trust Officer, to talk about wills and trusts • Annual Owners Meeting……. Feb.07th Everyone should have received a packet from Towne Properties with two ballots, a Proxy and an Absentee Ballot, along with a short biography of each candidate running for office. The door opens at 6:30 P.M. ..the meeting starts at 7:30 P.M. Nice door awards and light refreshments. FLOOR OPEN TO OWNERS: • Anne Kendall asked if the hillside behind her building had been reseeded last year. Bill answered no, that only the common areas that face the entrance driveway were reseeded. • Beth Maggard asked what a detention basin is, where are they located, and what are they used for? Bill answered that there is one, located on the right side of the entrance driveway, halfway up the hill as you come into to community. It is used for water run-off so that, in case of heavy rains, some of the water is detained and then released gradually into the sewer system. • Evelyn Smith mentioned how water puddles in the flat space behind her building. Bill explained that this space was not graded properly by Fischer and there is a low area where water settles, but that this should not be a problem since it is far enough away from their building. In addition, with all the rock, the grass does not grow well. Evelyn also asked what that beeping sound, on the lift station, indicates. Bill explained that the beeping sound indicates that the lift station is working to pump the contents into the sewer system. An alarm will sound if the lift is not working properly, and will continue. It is a different sound and will not go off. Call Towne Properties if it continues. The lift station is maintained and inspected annually to make sure it is working properly. • Pat Rummel asked if the second detention basin was behind her building. Bill answered no. Originally Fischer had planned to build two detention basins, and one was to be located behind her building. Cardinal Engineering told Bill that Fischer made a decision to put in only one detention basin, but made that one larger. • Bob Kremer reported that someone had put a big mattress and headboard into the dumpster. Mary Gates said that she had called Rumpke about a large item she was trying to get rid of. She was told by Rumpke that anything that they could pick up, had to be put into the dumpster. Dave Munro will call Rumpke to get some clarification on how this should be handled. NEW BUSINESS: • 2006 Operating Budget……A copy of the budget has been sent to all owners. Contact a member of the board with any questions. A copy is posted on the web site for those who have a computer and would like to make a copy. • Liability Insurance…..Each owner should have received a copy of the updated insurance certificate from Roeding Insurance. Bill received a letter from Ken Roeding suggesting that we establish a Risk Management Committee to identify potential hazards. He recommends that periodically, the buildings should be inspected to identify potential hazards. This suggestion will be passed onto the new board. • Operation Hug….Bill read a letter encouraging everyone to donate a $1.00 or MORE to help buy some much needed supplies for Operation Hug. Ned Barnes also mentioned that actual supplies can be donated rather than money if desired. Barb Culp, Mary Gerhardstein, and Betty Barnes are currently working with the City of Cold Spring on this project. Bill mentioned that this is the last board meeting for the current board members and gave his thanks to all for their help and assistance. The meeting adjourned at 7:52 P.M. The board opened an executive session meeting to discuss delinquent owner accounts. This meeting was adjourned at 8:25 P.M. Respectfully Submitted, Gerrie Kortekamp, Secretary Chardonnay Council of Co-Owners