January 18, 2021 – Board Meeting

FAHA Board Meeting                                        January 18, 2021

7 in attendance through Zoom (hosted by Andy Karmy)

Board Members present:

Jeff Miller (2012), President                   Telephone 253-639-1915

John Tomlinson (2013), VP

Janet Gundlach (even year), Treasurer

Andy Karmy (2017)

Keith Hendrickson ((2017)

Mark Owens (2017)

Rex MacLean (2018)

Meeting commenced at 7:10 pm

This meeting was convened for the sole purpose on discussion and vote on a proposed dues rate increase. The dues increase determination began as an email motion dated 1/13/2021 that was recalled due to a request by Keith Hendrickson for further discussion. Keith led the discussion and advocated for a further raise to $120. The increase should be adequate to avoid assessments in the next 4 years prior to Airpark purchase.

Motion:

Proposed by:     Keith Hendrickson

Seconded by:     Janet Gundlach

Motion made:   To raise the FAHA annual dues from the current $40 to $120 beginning with dues collection for 2021.

Approved by all present

Regards,  Jeff Miller (253-639-1915)

 

 

 

December 14, 2020 – Board Meeting

FAHA Board Meeting                                        December 14, 2020

9 in attendance through Zoom (hosted by Andy Karmy)

Board Members present:

Jeff Miller (2012), President                   Telephone 253-639-1915

John Tomlinson (2013), VP

Jo Wiggum (2020), Secretary

Janet Gundlach (even year), Treasurer

Mike Werner (2018)

Andy Karmy (2017)

Keith Hendrickson ((2017)

Mark Owens (2017)

Rex MacLean (2018)

Meeting commenced at 7:18 pm.

Approval of previous minutes: Janet made motion to approve as printed, Keith seconded.

Primary agenda was to review progress in the drafting of the Purchase Participation Memorandum (PPM). With Jo Wiggum being a new member to the Board as well as new to home ownership at Crest, discussion also included a broad review of Neslund Easement and history of homeowner expectations toward airpark ownership.

Mike presented his idea of generating additional income for airport purchase by hangar rentals sold as long-term lease agreements; favorable terms but money up front. Discussion followed and it was pointed out that this would be difficult to accomplish before the actual purchase of the airport. This option of increased rates would best be discussed with the members and Board directly after purchase.

Discussion was begun about raising the dues rate above $40.  Jo requested a budget review to help determine the increased rate. We all agreed to delay a vote and John volunteered to put together a budget for 2021 to better inform the Board regarding a dues increase.

Motion

Proposed by:    John Tomlinson

Seconded by:    Keith Hendrickson

Motion made:   To adjourn at 8:21

Approved:        Yes

November 9, 2020 – Board Meeting

FAHA Board Meeting                                        November 9, 2020

10 in attendance through Zoom (hosted by Andy Karmy)

Board Members present:

Jeff Miller (2012), President                   Telephone 253-639-1915

John Tomlinson (2013), VP

Jo Wiggum (2020), Secretary

Janet Gundlach (even year), Treasurer

Mike Werner (2018)

Andy Karmy (2017)

Keith Hendrickson ((2017)

Mark Owens (2017)

Rex MacLean (2018)

Guest:

Anders Wiggum

Meeting commenced at 7:00 pm.

Approval of previous minutes: Janet made motion to approve as printed, Keith seconded.

Election of officers: Jeff voted in to continue as President, JT voted in to continue as VP, and Janet voted in to continue as treasurer. Jo Shaw was newly elected in as Secretary as Robbi Broussard retired from the Board. Rex made the motion to accept the officer positions, and JT seconded the motion. The motion passed with no objections.

History item: Norm Grier when he built his house had no previous easement access from 303rd St. He built his house on the south hill with a 9 acre tract carved off of the airport acreage. At the time, Noel Keefer and John Dinnis gave Norm Grier access without community approval.

Items of issue: A car has been accessing the airport East road from the one of the properties with driveways to Thomas Road (the former Winkle property).  There is a gate along this dirt road but it has been open. Jo and Anders have volunteered to talk with Rikki about this problem.

Jeff Miller has spoken with Doug Miller of Spanaflight, Puyallup. Doug is the new owner of Spanaflight and is creating a business relationship with Crest Aero, Inc. This looks to bring a healthy increase to local aircraft rental as well as students to Rikki’s flight school. New signage may become apparent at the Crest office and off of Covington Way. Jo will do some research also.

Questions: Jo brought up a conversation with a home owner new to the airport. There was interest by this home owner in going forward to airport ownership with a 501c3 incorporation. This led to discussion about how and why we have chosen the form of our incorporation as an LLC.

Janet stated from her experience with her car club 501c3, this tax form is intended to support charities, and any money made must be given away to other charitable organizations. The IRS is very strict regarding 501c3 & c7. Her car club lost 2 IRS hearings due to money issues. Janet’s opinion, this would not be a good fit for Crest Airpark.

Mark Owens reviewed the history of the Boards decision making regarding choice of incorporation. Both CPAs and Lawyers have recommended an LLC as the preferred form of incorporation for ownership of the airport.

John Tomlinson mentioned we should have a meeting with all the new people on the airport to answer questions about airport acquisition and some history.

Jo stated that the new people mainly want to be assured we are going to be an airport.

Appraisal: Jeff mentioned that we may do well to get a tentative airport appraisal now. He will follow up with an informational contact with Murray Brackett, an FAI appraiser. Discussion followed regarding

airport valuation. The cost of an appraisal now would have to be duplicated at the time of the airport purchase. This may be a financial burden that would best be put off to a later date. Mark Owen suggested that we go ahead with appraisal but need to know fee in advance. Mike said we would need to budget for this expense. John Tomlinson considers this an important confirmation of the PPM assumptions.

PPM: John Tomlinson and the Documents Committee reiterated that all aspects of purchasing airport be presented through this document. Board review of the PPM draft document will be the subject of our next board meeting. General review of the document followed.

Property values: Rex mentioned keeping airport would maintain our property values. Mike W. said airport makes our values higher.

Dues: Our present dues are low at $40.00 per year. We do not want a war chest but we need to consider an increase. In January Janet will send out FAHA billings included with an informational letter to the membership. Discussion was tabled for next board meeting.

Environmental issue: Rex expressed concern regarding possible environmental contamination at the hangars occupied by Glen Peterson’s maintenance operation. There were also questions regarding possible contaminants being spilled in hangars in the past. Are old full tanks still in ground? (probably not).

 

Meeting adjourned at 8:24 pm. Keith made the motion, Mike seconded.

Minutes respectfully submitted by Janet Gundlach

October 25, 2020 – Annual Meeting

Flying Acres Homeowners Association (FAHA) Annual Meeting 

Zoom (hosted by Andy Karmy) participants include approximately 45 different locations with at least 75  participants

The meeting was brought to order at 3:33 by Jeff Miller.

Janet Gundlach supplied a Treasurer’s report:

Balance on Jan 1, 2020: $24,783.34
Income (Dues): $5,021.25
Expenses (lawyer, PO Box fees, CPA fees, Office Depot): – $2,637.95
Present balance: $27,166.64

Jeff Miller welcomed some new members to our community, as three homes sold this last summer:

  • On taxiway E: Bartlett’s home to Ty Frisby and Sunny Reifel with their daughter, Stella
  • On taxiway G: Havasreti’s home to Kevin and Britney Mayes with their two children, Jameson and Emelia
  • On taxiway I: Fisher’s home to Bob Moate. Bob will be renting the house but flying out of Crest with his airplane hangered at his home.

Election of officers:  On the even year, 5 of the 9 positions on the board are up for election (for a two-year term).  Jeff Miller, Janet Gundlach, Rex MacLean, and Mike Werner have agreed to remain on the board, while Robbi Broussard, having served eight years, is stepping down.  Jo Wiggum has volunteered to take her place.  Jeff Miller asked for further nominations, and having heard none, offered this slate of candidates for a vote.  All of the replies were “yes”, so these five will serve on the board for the next two-year period.

Jeff Miller offered a short background on the history of the airport acquisition and on the progress that has been made.  The board is pleased with Ledger Square Law for the work they have done for our community.  Because the airport purchase includes income revenue generating businesses (gas sales and hangar leases), Ledger Square Law advised us of a possible need for a prospectus to advise home owners of financial risks regarding the airport purchase. They also recommended a lawyer specializing in securities law to advise us. An email contact with the securities lawyer demanded quite high fees that the board deemed unacceptable at this time.

The board has found other avenues to accomplish our goals.  The Seattle chapter of SCORE has connected us with 3 different business mentors. A number of business questions and legal questions were discussed. These relationships are continually available and have been a valuable source in determining our next steps.  The board has also been in contact with lawyers at the Department of Financial Institutions (DFI) and has been given encouragement regarding our expectation of an Interpretive Opinion-No Action letter deeming our efforts exempt from Washington State security law requirements. This will be an important step once we get documents ready for presentation.

Jeff Miller offered information sessions to any new home owners regarding purchase background (or anyone who needs a refresher).  Contact him (h. 253-639-1915) if you would like more information.

John Tomlinson made a PowerPoint presentation covering the Boards efforts to develop a Purchase Participation Memorandum (PPM). The PPM is intended to be a tool that will allow FAHA, as a first step in the process, to comprehensively describe the airport purchase and get commitments from homeowners to proceed with the purchase. The PPM is based on a concept used in the investment world called a disclosure memorandum although in our situation is do not serve the same purpose. The next step, once we are confident that enough homeowners commit, is to have homeowners sign the association agreement that will empower your association to buy the airport. When complete, the PPM will include the association agreement and LLC operating agreement. The attached presentation provides additional information about the PPM and homeowners are encouraged to contact Jeff Miller to arrange a time answer any questions they may have.

Several Questions were received in the “Chat Room”:

Doesn’t the current owner make a profit?  We believe so, but without figures, we don’t know how much.  Our expectation is that there will be revenue to offset some of the expense.  However, the years of neglected maintenance will probably mean capital expenditures for many years into the future.  A walk through the metal hangars reveals that some of the doors don’t open and some of the timbers supporting the buildings are rotten.

Will there be a flight school?  The Board and we assume many homeowners would love to see a flight school and airplane rentals at Crest. It is not, though, a business that the current board would recommend for the association to manage. This does not mean that the association should not be open to a lease or some other arrangement with a flight school.

What if Ricki sells early?  John presented a slide to show the purchase timeline spelled out in the 2nd lawsuit.  Even with a short notice, there are time windows that are built in to the purchase process that the board feels will allow home owners enough time to put all the paperwork in place and collect the funds necessary to make the purchase.

What is the time frame for the homeowners to come up with the purchase money?  John reviewed the timeline to show how much soon homeowners would need to fund the purchase. Presented here is a revised description of what was said to make the explanation clearer (hopefully). From the time homeowners receive the notification that the airport is for sale, the following periods of time along with expected funding will pass:

Step Max Days to Execute Funding Required per Homeowner
FAHA agrees to buy 30  
Appraisal Unknown, but seems unlikely it would take less than 30. Enough to pay 50% of appraisal (under $500)
Parties sign purchase agreement 3 No cash, but the association signs a 2.5% promissory note
FAHA agrees to proceed w/purchase 45 Promissory note replaced with cash (most likely about $1,000)
Close purchase 45 Believed to be in the range of $35,000 to $40,000

The total maximum is greater than 120 days with the appraisal step being the unknown.

The concern expressed by this question is the issue of freeing up funds that could be tied up in certificates of deposits (CD), stocks, retirement accounts, etc. This can be mitigated by arranging ahead of time for home equity line of credit (HELOC). They cost nothing unless funds are drawn against it. They can be used as the final source for a homeowner to make their funding commitment or as a bridge loan while waiting for CDs to mature, stocks to be sold, etc.

What about pooling money in ahead of time?  The board feels that a better approach would be for individual homeowners to be prepared.  An excellent avenue might be to secure a home equity line of credit as discussed previously.

What would be the estimated annual cost when we own it?  There is no way of knowing for sure without figures from Ricki although estimates were prepared and are being refined. (Editor’s note: The PPM will present three scenarios ranging from all hangars rented and offsetting costs to no revenue from operations at all.)

Can the land be rezoned to allow smaller than 5 acre lots?  According to a county official, it rarely happens.  When it does, it is always when a city extends its boundary and sewers are brought in. Absolutely does not happen without sewers.

Do our current annual airport assessments include taxes?  Yes. In keeping with the Neslund Easement, our annual fees to the airport (last year $621.76) pay for one half of the taxes, fees, and maintenance on just the taxiway and the runway.

If a Homeowner chooses not to participate, can neighbors still taxi across their property to go flying?  The Homeowners taxiway easement was registered with King County at the time of the original platting. This easement is perpetual.

What about liability insurance?  Yes, the board has investigated insurance.  From two different sources, one being our own Brad Hernke, liability insurance today costs from $7,500 to $8,500 per year.

What about the Surface Water Management (SWM) fees?  Rikki Birge has been in contact with the King County office that manages SWM fees. There has been some adjustment but not appreciable considering the large increase. As a reminder, fees went from $4800 to $28,000 last year. SWM fees will be a consideration in any airport improvements that require an increase in paved area. The board made its own calculations and confirmed the new fees for the runway and taxiway are accurate. The SWM fees for the airport office, hangars and tiedown parcel could change. The board has no way to independently estimate what they should be.

Does anyone know of a house for sale or rent?  Contact the Littlefields.

Jeff Miller adjourned the meeting at 4:34.

Respectfully submitted,

Robbi Broussard

September 8, 2020 Board Meeting Minutes

The meeting was brought to order at 7:16 by Jeff Miller, via  Zoom, hosted by Andy Karmy.

Motion

  • Proposed by:     Mark Owens
  • Seconded by:     John Tomlinson
  • Motion made:   To accept the minutes of June 15, 2020.
  • Approved:          Yes, unanimous

Treasurers Report:  Janet reported that she is still waiting on a couple homeowner dues. No other activity.

FAHA Happenings:  Several homes have recently been sold:  Bartlett’s (to a couple of Alaska Airline pilots), Havasreti’s (to an East coast pilot family), and Fisher’s. All are aviation families.

Jeff shared an email from John Sheldon expressing concerns regarding an angry radio diatribe in the traffic pattern at Norman Grier Field. It is unknown whether the transmission came from a homeowner or transient pilot, but it was aimed at a helicopter doing training at Crest.  All of the board agreed that the behavior was rude and inappropriate as this is a “public use airport” that is open to helicopters as well as fixed wing aircraft.

The main agenda tonight is to discuss the annual Picnic and General Membership meeting , wihich normally occurs the end of September or first of October.  Because of Covid, our normal picnic and meeting is not possible.  At issue is voting for Board members.  One suggestion was to use Zoom for the general membership meeting, however, it was pointed out that getting 100+ members would be difficult when it was hard enough to get the nine Board members tuned in.  Another suggestion was to have Zoom on a webcast, not interactive, with only a few screens active.

Motion

  • Proposed by:     Keith Hendrickson
  • Seconded by:     John Tomlinson
  • Motion made:   To use Survey Monkey to conduct the vote for the 5 board members.
  • Approved:          Yes

The downside to not having the picnic is the inability to introduce new homeowners to our community.  Karen Wallace suggested that a Community Facebook Page might be a viable substitute.  John replied that not all folks like to use Facebook.  Another avenue could be “Next Door Crest”.

Board Member Elections:  Up for election in the “even year” are:  Mike Werner, Robbi Broussard, Rex MacLean, Janet Gundlach, and Jeff Miller.  Although four board members have consented to continue, Robbi has asked to step down this year.  When asked if she would be willing, Jo Wiggum has agreed to run for a position on the Board.  Jeff and Janet will work on a Newsletter/Email to inform homeowners of Board nomination bios, election process for this year, and any other pertinent information.

Documents Committee:  The Attorney had emphasized the need to create a document of risks, which the document committee has already begun drafting.  They hope to have a Participation Memorandum ready within a few weeks.

Motion

  • Proposed by:     John Tomlinson
  • Seconded by:     Keith Hendrickson
  • Motion made:   To adjourn at 8:25
  • Approved:          Yes

Respectfully submitted,

Robbi Broussard


11 in attendance through Zoom (hosted by Andy Karmy)

Board Members present:

  • Jeff Miller (2012), President                        Telephone 253-639-1915
  • John Tomlinson (2013), VP
  • Robbi Broussard (2012), Secretary
  • Mike Werner (2018)
  • Andy Karmy (2017)
  • Janet Gundlach (even year), Treasurer
  • Keith Hendrickson ((2017)
  • Mark Owens (2017)
  • Rex MacLean (2018)

Guests:

  • Karen Wallace
  • Jo Wiggum

June 15, 2020 Board Meeting Minutes

The meeting was brought to order at 7:10 by Jeff Miller, via Zoom, hosted by Andy Karmy.

Motion
Proposed by:     Janet Gundlach
Seconded by:     John Tomlinson
Motion made:   To accept the minutes of May 4, 2020.
Approved:          Yes, unanimous

Treasurers Report:  Janet reported that she has received a few more Homeowner dues, leaving outstanding dues from Rismon, Gregory, Mermis, and Skaggs.

FAHA Happenings:  New Additions to the Flying Acres Community:  Keith and Susan Reichow are renting out their house on Taxiway A.  Maureen Fallon and Jay Larrivee are new to Crest on Taxiway C and both are pilots.  Several homes are/will be up for sale.  McGahan’s house is currently listed for sale.  Future homes for sale include Bartletts, Bailey’s, Smithhart’s, Lee’s (maybe in 2024), and Poschwatta’s.  It was suggested that Andrea Chay and Theresa White start talking up Crest with the 99’s to encourage aviation friendly new neighbors when homes go on the market. Dan Cullman has purchased the lot from Jay Jones on taxiway J.

On June 10th, John Tomlinson and Mike Werner had an informational virtual meeting with the general manager of the Auburn Airport, Tim Mensonides.  The purpose of the meeting was to explore and report out areas of airport maintenance and other considerations from a professional airport manager. Notes from that meeting were emailed (6/15/2020) to Board members prior to tonight’s meeting and are included in these minutes.  John and Mike had asked Tim for a review of our documents and any suggestions regarding airport operations he might have for us.

Insurance:  It appears that the estimate John previously got from Brad Hernke is in the ballpark, being around $7500 annually, plus an additional $800 for fuel tank insurance.

Bookkeeping:  Auburn spends about 8 hrs/week to deal with rentals (they have a lot more transient rentals).  We might spend ¼ the time, so maybe 2 hrs/week would be sufficient.  So maybe 8 hrs/week for rentals, gas, and reporting.  Incidentally, Auburn has 90+ people on the wait list for hangars.

Grounds maintenance:  John got quotes for maintenance 3 times/year:  $7500 for mowing and $2000 for spraying.  Runway maintenance can be expensive but worth the investment.  If you spend $1, you can save $7 that it will cost to replace.  From the State’s perspective, when it is beyond repair, it means a huge liability.  First it must be ground down, then a new bed layed, then finish asphalt and paint. Bill Juranich has suggested that it is in the homeowners interest to reseal the runway at our own expense, even if Rikki  will not pay her half, so as to avoid the larger expense of replacement  Auburn budgets $25,000 for crack sealing (They have a contract in place for $16,000 to seal 10,000 lineal feet of cracks).  Washington State has funds available to some airports…can we get some if we pitch for emergency services? (Since we provide some emergency services.)

Tim Mensonides stated their profit on gas is $1.10 per gallon.  During March-May, Crest averaged 1500 gallons/pump/month.  The gas tanks at Crest used to be underground.  Sometime between 1993-1996 they were moved above ground in the same spot.

Tim volunteered Auburn Airport surplus lighting equipment to other airports but found home for only some of them. He is always trying to find a way to utilize surplus equipment elsewhere and would gladly share it with us if we successfully buy the airport.

Along with the other documents, the committee is working on an Airport evaluation to present to the homeowners a range of operational scenarios.

Motion
Proposed by:     Keith Hendrickson
Seconded by:     Mike Werner
Motion made:   To adjourn at 8:56
Approved:          Yes

Respectfully submitted,

Robbi Broussard


8 in attendance through Zoom (hosted by Andy Karmy)

Board Members present:

  • Jeff Miller (2012), President                        Telephone 253-639-1915
  • John Tomlinson (2013), VP
  • Robbi Broussard (2012), Secretary
  • Mike Werner (2018)
  • Andy Karmy (2017)
  • Janet Gundlach (even year)
  • Keith Hendrickson ((2017)
  • Board Members Absent:
  • Mark Owens (2017)
  • Rex MacLean (2018)

May 4, 2020 Board Meeting Minutes

The meeting was brought to order at 7:05 by Jeff Miller, in our first ever Zoom Board meeting.

Motion
Proposed by:     Mark Owens
Seconded by:     Rex MacLean
Motion made:   To accept the minutes of March 2, 2020.
Approved:          Yes, unanimous

Treasurers Report:  No report tonight, as Janet was absent.

Documents Committee: The committee became aware of a nationwide organization called SCORE.  Contact was made and mentoring sessions were scheduled within a short timeframe. Jeff and John met with:

1) Krista Fuller, a lead volunteer with the local Seattle chapter.  Krista previously worked for Starbucks and REI.  She effectively took in our story and gave two references (both retired) who would be able to mentor us concerning our purchase strategy and financial issues:

2) Bernard Bossum, a long-time real estate broker in the Seattle focused much attention to environmental assessment and remediation.  He placed significant emphasis on it suggesting we educate ourselves about the topic. Mr. Bossum suggests that we do not take possession of property that has not been remediated. There was emphasis that clean-up was the responsibility of the seller. We agree that this is how it should be, but it is unclear where the authority to impose the cost on Crest comes from. While our airport purchase contract does call out the requirement for an environmental assessment, it is not specific as to which party is liable for remediation. RCW 70.105D.040 says the owner or operator of a facility is liable.

3) Guy Towle, a real estate lawyer previously with Miller Nash Graham and Dunn, LLP, talked along the lines of corporate structure and purchase strategies.

The day following our conversation, Guy Towle suggested a contact with Duncan Butcher, an acting attorney in West Seattle who specializes in securities issues.  In a conversation on May 1, 2020 with Jeff and John, Duncan generously gave 1:15 of his time getting familiar with our airport purchase and talked about the various options if securities exemptions were desirable.

The Documents committee has been tasked to inquire with the securities lawyer, Duncan Butcher, about fees for services in the securities area of our airport purchase.

Jeff had an individual conversation with Michelle Webster, an attorney with Washington State Department of Financial Institutions (DFI) on April 15, 2020. Ms. Webster talked to the process of applying for exemptions regarding securities listing in the manor of “no-action letters”.  FAHA strategy would best be served with requesting an exemption at the state level before considering other strategies.

The Board wants to provide homeowners with a clear picture of risks regarding airport purchase, the limited income from the gas sales and hangar leases. John suggests a “Disclosure Memorandum” will be forth coming as a document identifying the expected operational costs with and without the airport incomes.  Mike Werner has agreed to help John Tomlinson to prepare “a reasonable model of the incomes and expenses for the airport as it is operated today” in an attempt to document a due diligence study. Mike suggested that we should separate the annual business expenses and revenue from the rest of the airport expenses so we can model different levels of revenue.  We agreed to looking at three levels of airport business activity: 1) revenue with all the hangars rented, 2) revenue with just the wood hangars rented under the assumption the metal hangars become uninhabitable, and 3) none of the hangars rented as a worst case scenario.

Motion
Proposed by:     John Tomlinson
Seconded by:     Mike Werner
Motion made:   To adjourn at 8:27
Approved:          Yes

Respectfully submitted,

Robbi Broussard


9 in attendance through Zoom (hosted by Andy Karmy)

Board Members present:

  • Jeff Miller (2012), President                        Telephone 253-639-1915
  • John Tomlinson (2013), VP
  • Robbi Broussard (2012), Secretary
  • Mike Werner (2018)
  • Rex MacLean (2018)
  • Mark Owens (2017)
  • Andy Karmy (2017)

 

Board Members Absent:

  • Janet Gundlach (even year)
  • Keith Hendrickson (2017)

 

Guests:

  • Theresa White
  • Leone Tomlinson

March 2, 2020 Board Meeting Minutes

The meeting was brought to order at 7:15 by Jeff Miller.

Robbi Broussard read the minutes of the last Board meeting on November 4, 2019.  A correction was made to the spelling of Mark Owens’ name.

Motion
Proposed by:     John Tomlinson
Seconded by:     Keith Hendrickson
Motion made:   To accept the minutes of November 4, 2019, as corrected.
Approved:          Yes, unanimous

Treasurers Report:  As Janet was absent (caring for Dick Burkhart), Jeff reported that the current airport assessment ($621.79 per lot) was being analyzed.  It was suggested that tax payers might be able to write off property taxes paid as part of the airport assessment.

Documents Committee:  John Tomlinson reminded us that back in October, Ledger Square Law had recommended preparing a Prospectus to outline the risk of airport ownership. Ledger Square Law recommended at that time a securities lawyer, Bob Hutchens. February 18, Bob Hutchens communicated through Ledger Square Law with a series of attachments including a Washington state definition of a security:

The Securities Act of Washington, RCW Chapter 21.20, defines a “security” as, among other things,  “any…investment of money or other consideration in the risk capital of a venture with the expectation of some valuable benefit to the investor where the investor does not receive the right to exercise practical and actual control over the managerial decisions of the venture…” RCW 21.20.005(17)(a).

By this definition a contract under which HOA homeowners contribute capital to finance the acquisition will be a security whether or not it is motivated by an expectation of investment “profit.”

Bob Hutchens fees set out in his “Engagement Letter” began with a $20,000 retainer with expectation of total fees between $40,000 to $60,000. This expectation of fees was more than expected and correspondence was forwarded through Ledger Square Law that we would not be able to use Bob Hutchens services.

Jeff Miller and John Tomlinson have a tentative meeting with Jeff Mirsepasey, an attorney familiar with aviation (Recommended by Bill Davis). We are looking for some guidance regarding LLC due diligence/    may have insights to our dilemma on the prospectus.

LLC Name:  a discussion ensued over the possible name for the LLC that would own the airport (Crest Aero is already taken).

Note:  The name can always be changed at a later time.

Motion
Proposed by:     Mark Owens
Seconded by:     Mike Werner
Motion made:   To name the LLC created for airport ownership, “Flying Acre Estates”.
Approved:          Passed

The Board also agreed that for the LLC Articles of Organization, Jeff would use his name, address, phone number, and FAHA website when appointing a registered agent.

The next Ledger Square Law meeting should finalize the Association agreement.  Another Board meeting will take place before completing the LLC documents.

Motion
Proposed by:     Keith Hendrickson
Seconded by:     Rex MacLean
Motion made:   To adjourn at 8:25
Approved:          Yes

Respectfully submitted,

Robbi Broussard


13 in attendance at Broussard’s Home

Board Members present:
Jeff Miller (2012), President                        Telephone 253-639-1915
John Tomlinson (2013), VP
Robbi Broussard (2012), Secretary
Mike Werner (2018)
Rex MacLean (2018)
Mark Owens (2017)
Keith Hendrickson (2017)

Board Members Absent:
Janet Gundlach (even year)
Andy Karmy (2017)

Guests:
Dick Broussard
Lynne Gregg
Theresa White
Leone Tomlinson
Keith Littlefield
Molly Littlefield

November 4, 2019 Board Meeting Minutes

The meeting was brought to order at 7:13 by Jeff Miller.

The minutes of the last Board meeting on September 23, 2019 and General Membership Meeting on September 29, 2019 were included as attachments to the email reminder for tonight’s meeting.

Motion
Proposed by:      John Tomlinson
Seconded by:     Mark Owen
Motion made:    To accept the minutes of September 23, 2019 Board Meeting, and September 29, 2019
General Membership Meeting.
Approved:           Yes, unanimous

Treasurers Report:  Janet paid the fee for Non-Profit license and the $928.00 to State Farm for D&O Insurance.

Election of Officers:  After the election of board members at the General Membership meeting, the main agenda for this evening was the election of officers.  All current officers agreed to remain in their positions.

Motion
Proposed by:      Mark Owen
Seconded by:     Mike Werner
Motion made:    To keep the current slate of officers for the upcoming year
Approved:           Unanimous

The Documents committee (Jeff Miller, John Tomlinson, Andy Karmy, and Mark Owen) met with Jason Whalen and Shasta Kelly of Ledger Square Law on Monday, October 28, 2019.  Focus of the meeting was on the updated Association Agreement. A prospectus regarding the airport purchase may be required to inform homeowners of profit/loss potential risk.  Another attorney, Bob Hutchins, will be consulted regarding the necessity of a prospectus.

Motion
Proposed by:      John Tomlinson
Seconded by:     Janet Gundlach
Motion made:    To adjourn at 8:04
Approved:           Yes

Respectfully submitted,
Robbi Broussard


12 in attendance at Broussard’s Home

Board Members present:
Jeff Miller (2012), President                        Telephone 253-639-1915
John Tomlinson (2013), VP
Robbi Broussard (2012), Secretary
Janet Gundlach (even year), Treasurer
Andy Karmy (2017)
Mike Werner (2018)
Rex MacLean (2018)
Mark Owen (2017)
Keith Hendrickson (2017)

Guests:
Dick Broussard
Lynne Gregg
Theresa White

September 29, 2019 FAHA Annual Meeting and Picnic

The meeting was brought to order at 4:30 by Jeff Miller, who welcomed our new homeowners:  Janelle and Tom Noller, Joanna Shaw with Anders Wiggum, and Jason and Meghan Downing to our community.  It’s great to see lots of young faces joining us….and kids, too! Jo and Anders have a 3 year old and Tom and Jennifer Osmundson have a newborn.

Election of New Board Members:  Jeff introduced the current Board to the homeowners. Four board members, whose two-year term is ending (John Tomlinson, Andy Karmy, Keith Hendrickson, and Mark Owen) have agreed to continue on the Board.  Jeff opened the floor to any volunteers to serve on the board.  Having heard none:

Motion
Proposed by:     Mike McGahan
Seconded by:     Arthur Berkell
Motion made:   To accept the four Board members for an additional two-year term.
Approved:          Yes, unanimous (except for JT)

Association Agreement: Jeff began the discussion of the progress on airport acquisition with two thoughts: “Strength in Numbers” and “Control through Ownership”.  For the benefit of newer homeowners, Jeff gave a quick summary of airport history going back to 1975 when Stan and Virginia Nesland sold the airport to Norm Grier and Bill Lardent. Easements were set in place at the time of sale. The first 25 years there were no additional fees to homeowners to access the airport as the purchase price of the lot covered expenses. The next 25 years, 2000 to 2025, participating homes support the airport by paying ½ of taxes, fees, and maintenance annually. After the year 2025, there was no requirement for there being an airport.  Our current right to access the airport will terminate on December 31, 2025.

John Tomlinson presented a Power Point Presentation of the FAHA Board’s current concept of airport acquisition and key aspects of the association agreement as of this time.

The Association Agreement document is very close to being ready to present to the homeowners for review and eventual signature. A small number of homeowners had been asked for their review and comments.  The draft documents are available currently for any member to review.  Additionally, all FAHA Board meetings are open for anyone wanting to attend. The equal share approach to ownership was reiterated. The concept of a Contingency Loan was introduced; as much as one million dollars; 10 homeowners X $100,000 have at present verbally agreed to participate at the time of airport purchase.

The meeting was opened to questions and discussions from the floor

One homeowner suggested that FAHA might want to start collecting funds now but was told that FAHA would not want to have the “investment” responsibility but would rather have the individual homeowner do their own investing now for the future cost.

Surface Water Management:  Jeff Miller discussed the issue of the county’s surface water management and its impact on airports and aviation across the state. Specific to Crest/Norman Grier Field, it appears that the county has been under charging the airport for the surface water in the past few years.  It went from $4,808 to $23,957.   John Tomlinson has investigated the rates and found them to be correct. Surface Water Management became the major component of the total $38,958 tax bill for 2019 of which we the homeowners pay half the bill.

Neil Bryant asked to say good bye to our association.  He’s enjoyed his time in our community and has various items for sale.

At 5:38 Jeff Miller adjourned so we could eat!

Respectfully submitted,
Robbi Broussard


75 in attendance (representing 48 Homeowner lots) in Eversole’s Hangar

Board Members present:
Jeff Miller (2012), President                        Telephone 253-639-1915
John Tomlinson (2013), VP
Robbi Broussard (2012), Secretary
Janet Gundlach (even year), Treasurer
Andy Karmy (2017)
Keith Hendrickson (2017)
Rex MacLean (2018)
Mark Owen (2017)

Board Members absent:
Mike Werner (2018)