Frye Island Incorporated

Board of Directors Meeting

Saturday, May 28, 2005

Frye Island Community Center

 

President J. Potts called the meeting to order at 7:48 PM.

 

Attendance:

Present were President J. Potts, and Directors C. Hommel, N. Fournier, D. Norris, J. Roberts, D. Giggey, D. Gleeson, P. Perry and General Manager W. Fournier.  Also in attendance was K. Potts, D. Babineau, L. O’Connor, C.E.O. Paul White and BOS member R. Roberts.

 

The minutes of all previous meetings had already been approved.

 

New Business:

MOTION by P. Perry, seconded by C. Hommel to confirm that FII is the successor to Leisure Living.  MOTION passed unanimously..

 

MOTION by C. Hommel, seconded by D. Giggey on Lots 1306 and 1307 to remove the deed restrictions placed on Lots 1306/07 by Sebago Shores or Leisure Living, for a price of $37,400.  Further, that the FII Board has a fiduciary commitment to our stockholders.  We are a company, according to the annual report to the state, in the business of selling and managing real estate.  We are bound by court order and common good will not to sell any lots unless we have previously bought back a lot from a private owner.  In this way, we will not exceed the 750 (unit) limit, and this will allow private owners who have lots to build on them.  So it is obvious that we cannot remove this deed restriction unless our stockholders receive just compensation.  This figure in my motion is the average selling price of all nine woodland lots sold on Frye Island last year, multiplied by a factor of 1.1, for inflation.

 

After much discussion about the somewhat inconsistent  application of deed restrictions by FII’s predecessor, Leisure Living, the MOTION was defeated with Director C. Hommel casting the single vote for with all other seven directors casting votes against.

 

MOTION by N. Fournier, seconded by J. Roberts to remove the building restrictions on lots 1306/07 (now a merged single lot) with the stipulation that FII will not be involved in any expense under any circumstances for the removal of these deed restrictions.  The MOTION passed with Director C. Hommel casting the single vote against and with all other seven directors casting votes for.

 

Reports:

President Potts presented the FII financials as of May 25, 2005 and of his discussion with the FII CPA concerning the 2004 tax returns that are to be filed in the near future.

The 2004 Frye Island Property Usage Summary was presented for discussion.  It showed potential development of an additional 320 units over the next 21.3 years that would conceivably exceed by 21 units the 750-unit cap imposed by the 1990 Court Order.  This is certainly a cause for concern, both now and in the future.

 

Old Business:

MOTION by N. Fournier, seconded by P. Perry, to accept the CPA’s recommendation as presented on the 2004 tax filing..  MOTION passed unanimously.

 

MOTION by D. Giggey, seconded by D. Norris that FII not transfer any more assets to the Town of Frye Island in the foreseeable future based on tax implications that are unfavorable to FII.  MOTION passed unanimously.

 

New Business:

The present board was sounded for those who would stand for reelection at the next Stockholders meeting.  J. Atkinson has already resigned and J. Roberts is leaving the island.  N. Fournier declared her intent not to run again.

 MOTION by P. Perry, seconded by D. Norris, that the FII board of directors be reduced from the current nine to five ongoing.  This reduction is based on the current and future activity envisioned for the board.  MOTION passed unanimously.

 

Next Meeting Dates:

            -Board meeting at 8:00 PM Saturday 6/18/05 to set Stockholder Meeting Agenda.

            -Stockholders Meeting Saturday morning 7/02/05.

-Board meeting immediately after Stockholders meeting to elect officers for the ensuing year.

 

MOTION to adjourn at 9:35 PM by D. Norris, seconded by D. Giggey.
          MOTION passed unanimously.

 

Respectfully submitted,

P. Perry, Secretary