Minutes of the Board of Directors Meeting – July 16, 2019



18 Pine River Ranch Circle, Bayfield, Co 81122

(LeRoy’s Residence)


Call to Order: The meeting was called to order at 7:00 p.m. by Jim Clay, PRRLOA Board Chairman.

Board of Directors present: Jim Clay, Chairman; Pat LeRoy, Treasurer; Florian Walchak, Secretary; Susan Wells, Member.

Guests: Fred Brown

Approve minutes from 18 June 2019 meeting: Florian Walchak distributed a draft of the minutes prior to this meeting for review/changes/comments. Susan Wells moved to approve the amended minutes of the last Board meeting as revised per comments; Pat LeRoy seconded the motion; the vote to approve was unanimous.

Treasurer report: A Treasurer’s report was presented by Pat LeRoy. The balance in the General Account is $3,311.70. The Winter Account has $1,607.03 in it. The Reserve Account for Ludwig Drive chip sealing has a current balance of $8,008.86 (including interest). An Actual versus Budget comparison of 2019 budget line items totals $43,128.07 vs $41,925. Funds available through the end of the year total $12,101.70. Pat has sent and is ready to present to the PRRLOA membership the needed financial documents at the Annual Meeting. Florian Walchak moved to approve the Treasurer’s Report; Susan Wells seconded the motion; the vote to approve was unanimous.

Invoices to be paid: Pat LeRoy submitted the following invoices for payment:

Desert Mountain (Dust abatement) – $11,516.08

CRJ (roadwork and gravel) – $10,863.24

Horizon Environmental (weed control) – $1,700

Pat LeRoy (miscellaneous administrative expenses) – $70.68

Fish Fund expenditure – $1,500

Florian Walchak moved to approve payment of the invoices; Susan Wells seconded the motion; the vote to approve was unanimous.

Old Business:

Review of current liens: No changes from last meeting

Bridge Replacement: The FEMA grant has been approved and the Upper Pine River Fire Protection District (UPRFPD) will manage the bridge replacement project. UPRFPD Chief Bruce Evans will attend the Annual Meeting to explain details of the grant, the starting of the bridge replacement project, and the remaining actions that need to take place. One action that will occur before the fund are actually released to the UPRFPD is a verification inspection by FEMA of all the statements and documents we have submitted in support of the application. The Fire Protection District will release a Request For Proposal (RFP) that designates a Firm Fixed Price for the design/build of the bridge. Construction of the bridge should start in the Spring of 2020. The survey work that the Board was anticipating taking care of will be incorporated into the bridge project itself and covered by the FEMA grant.

Line of Credit Discussion: Discussions with Bank of Colorado are in abeyance until we hear from our lawyer as to what recommended language changes are needed for the CC&Rs and/or Articles of Incorporation to allow PRRLOA property to be used as collateral. Once changes or recommended amendments are established, the Board will move forward with the proper procedure for ratification and resume discussions with Bank of Colorado. The purpose of the Line of Credit is to manage PRRLOA’s cash flow regarding needed payments for bridge replacement costs as they occur; it is not intended to be a loan to property owners in lieu of paying a special assessment on time.

Change to CC&Rs/Articles of Incorporation for Pond as collateral: Our attorney has provided the suggested language change to the Articles of Incorporation that need to be voted on during the Annual Meeting. A proposed change to the Articles of Incorporation will be presented to the PRRLOA membership that explicitly authorizes the Board to use common PRRLOA property as collateral for a loan/line of credit in order to manage cash flow requirements for a project that requires a special assessment – in this case the bridge replacement project. The wording reads: “Article X of the Articles of Incorporation is hereby superseded and replaced in its entirety with the following: ‘The corporation shall have the power to borrow money and also to mortgage its properties.’”

Special Assessment to finance PRRLOA portion of bridge replacement costs: The amount of any special assessment will have to wait until we have a firm estimate of cost of the replacement bridge, but there will be one. The Board anticipates a vote for a Special Assessment in February. Following the process in place for normal assessments, once enacted landowners will have 30 days within which to pay. If the special assessment has not been paid on-time there will be a 30-day grace period. If still unpaid, a lien upon the property will be established in 10 days. A payment plan can be established after a lien had been levied. The amount of the special assessment will be the same for all lot owners regardless of category (i.e., full-time resident, part-time resident, or lot owner). The Special Assessment language in the By-Laws does not explicitly discuss penalties so we will ask our attorney for draft wording that addresses penalties for Special Assessments in the By-Laws and Policies and Procedures. Pat LeRoy will draft proposed changes and/or additions. This will be ready for submittal for a vote in the Fall Budget Meeting. Florian Walchak moved that the proposed changes/modifications be drafted. Susan Wells seconded the motion. The vote to approve was unanimous.

Design Committee: No actions to report. The committee will clarify and publish PRRLOA’s guidelines regarding the minimum size requirements of a two-story house and what constitutes living space consistent with LaPlata County building codes.

Annual Meeting Preparation: Pat has prepared and mailed documents (proposed budget, expenditures to date, agenda, proxies, and proposed addition to Articles of Incorporation); President Jim Clay has written his annual letter to landowners. Chief Evans and Dannielle Coronado will be invited to the Annual Meeting to share their thoughts on the bridge replacement and perhaps outline a tentative schedule. The Boards discussed logistics for the meeting (document copying and printing, food, tables, chairs, sound system, etc.) and identified people who would take responsibility for each action. The Board received a request from Judy Bergman from AlignTec to present at the Annual Meeting, but since the topic is not on the agenda the request was denied. Jim Clay will talk with Judy regarding the content of what she wanted to present and pass on any pertinent information.

Surveying for Easements: This will become part of the bridge replacement project and be managed by the UPRFPD Project Manager.

Roadside mowing: Fred Brown, Chip Burkett, and Florian Walchak will do roadside mowing this week. A tractor with mowing attachment will be rented from Southwest Ag for a day to accomplish the task. The Board received an email from Richard Diedrich reminding lot owners of the fire danger of high (dry) grass and the recommendation that it be mowed to mitigate the fire danger to homes and property.

Fish Fund and stocking: The pond has been stocked with $1,500 worth of fish. A second stage, stocking the river with another $1,500 worth of fish should occur next week given suitable river flow. Pat LeRoy will prepare a list of Fish Fund donors for recognition.

River flows:  The Pine River Irrigation District has reduced the Los Pinos River flow to near-normal irrigation levels. Vallecito Reservoir is full and the danger of an uncontrolled or exceptionally high release of water is past. The river had been running high, 2,500 – 2,700 cfs as Vallecito neared capacity (125,000 acre-feet of water; 7,665 feet in elevation). Board members inspected the bridge for any caught debris. A website to monitor Los Pinos flows and the level of Vallecito is: https://dwr.state.co.us/surfacewater/data/district.aspx?div=7&dist=31&type=ALL

Jim Clay is in regular contact with PRID officials and is advised prior to significant flow changes.

Date for next meeting(s): An organizational meeting after the Annual Meeting will be held.

Meeting adjourned: Move to adjourn meeting by Susan Wells; seconded by Florian Walchak; the vote to adjourn was unanimous. The meeting was adjourned at 8:20 p.m.

These minutes were approved by a vote of _______ on ___________________________



Jim Clay, President                                                                                                                    Date


Florian Walchak, Secretary                                                                                                      Date 7