FRYE ISLAND INCORPORATED

BOARD OF DIRECTORS MEETING

FRIDAY, OCTOBER 8, 2004

ADMINISTRATION BUILDING

 

Call to Order:

            President Potts called the meeting to order at 8:04 PM

 

Attendance:

            Present were J. Potts, C. Hommel, D. Norris, N. Fournier, D. Gleeson, and P. Perry.  Present by telephone were J. Roberts, J. Atkinson, and D. Giggey.  General Manager W. Fournier was also present.  Also in attendance were J. Kuiken (BOS and Lot 323), K. Potts (Lot 1633), and E. Charrette ( Lot 79).

 

Approval of Minutes:

           

MOTION by P. Perry to accept the board minutes of 9-17-04, seconded by C. Hommel.  MOTION passed unanimously.

 

Communications & Petitions from the public:  There were none.

 

Reports:

a.       President Potts presented the financials as of 9-30-04, which reflected the

 results of the several gifts of assets to the Town of Frye Island in the current year.

 

b.  Further, President Potts discussed his recent meeting with FII CPA Chris Matthews.  He presented to Matthews the Income & Expenses through September and estimates of activity through the end of the year (since there would be very little activity for the rest of the period).  The purpose for this was to get a lead on closing the books by the end of October in order to start the 2004 tax return and to have it completed by 4/15/05.  Then both the 2002 and 2003 returns can be amended for refunds (reflecting the loss in 2004 with there having been no income except for leases from the Town).  Matthews indicated that the asset transfer for 2004 looked satisfactory for inclusion in the 2004 return.  The proposed final asset transfer to the Town in 2005 was also discussed as to his opinion on how it should be handled and its potential effect on FII tax returns for 2005 and subsequent years.

 

Old Business:

 

President Potts presented a revised version of “The Final Phase – FII Asset Transfer to the Town of Frye Island”.  There was considerable discussion both pro and con on not only when to present this transfer to the FII Stockholders but also whether to present it at all.  The discussion evolved into three scenarios to pursue: 

 

1)      Do nothing and continue as is (with the probability of having to resume selling lots next year);

2)      Wait three years, then present the asset transfer plan to the stockholders for the following year (2008) with the same action as above, i.e. possibly selling lots to create an income; and finally,

3)      Present the revised asset transfer plan to the FII Stockholders at the 7/2/05 Annual Town and FII Stockholders meeting. 

 

MOTION by C. Hommel, seconded by D. Norris to pursue scenario Two (2) above, i.e. to have a three year moratorium on the asset transfer (2005-2007), then present the final phase to the Stockholders (either as a total sum or to phase it over three years – which action to be determined).  The vote for this MOTION was as follows:

            C. Hommel      – Yes

            D. Gleeson      -- No

            D. Giggey       -- No

            D. Norris         -- Yes

            J. Atkinson      -- Yes

            J. Roberts        -- No

            N. Fournier      -- No

            P. Perry           -- Yes

            J. Potts                        -- No

The MOTION was defeated by a 5 to 4 vote.

 

MOTION by N. Fournier, seconded by D. Gleeson to pursue scenario Three (3) to submit the revised Final Phase – FII Asset Transfer to the Town of Frye Island at the Annual Town Meeting 7/2/05 to both FII Stockholders and to the Town.  The following stipulations must apply:  that additional competent legal and financial advice (in addition to that of our FII CPA Chris Matthews) indicates no potential problem with this transfer, and that the Town of Frye Island will be required to accept the financial responsibility of any legal and/or tax implications coming from this transfer and all previous transfers of assets to the Town.  The vote for this MOTION was as follows:

            C. Hommel      -- No

            D. Gleeson      -- Yes

            D. Giggey        -- No

            D. Norrris        -- No

            J. Atkinson      -- Yes

            J. Roberts        -- Yes

            N. Fournier      -- Yes

            P. Perry           -- Yes

            J. Potts             -- Yes

The MOTION was passed by a 6 to 3 vote.

 

 

No New Business was introduced.

 

Next meeting dates:

a.       FII Stockholders Meeting  Saturday Morning 10/9/04

b.      Board meeting  7 PM  5/27/05.

 

MOTION to adjourn at 10:15 PM by P. Perry, seconded by N. Fournier.  MOTION passed unanimously.

 

Respectfully submitted,

P. Perry, Secretary