1. 1 Welcome to the Countrylane Woods II Homeowner’s Association, Inc. Annual Corporate Meeting March 5, 2013

2. 2 Countrylane Woods II Tonight’s Agenda  Proof of notice of meeting or waiver of notice  Reading of minutes of the preceding meeting  Reports of officers –Introductions –Residents Who Made a Difference in 2012 –2012 Accomplishments –2012/2013 Financial Update  Reports of committees –Architectural Control Committee  Election of Directors, if applicable  Unfinished/New business –Volunteers needed –Manchester Alderpersons –Subdivision Lawsuit Update  Q&A  Home Owner Comments  Adjourn

3. 3 Countrylane Woods II Proof of Notice of Mtg. Post Card Notice Newsletter Web Site (Posted 2/4/13)

4. 4 Countrylane Woods II Reading of Minutes of Preceding Meeting CLWII Homeowners Association Agenda/Meeting Minutes, March 6, 2012 Directors in Attendance: K. Brown, L. Lee, M. Ritchie, E. Ruegg, C. Weber H/O in attendance: 18 Guests: 2 Meeting held at Manchester Police Facility Meeting called to order at 7:05 p.m. and adjourned at 8:25 p.m. 1. Proof of Notice of Meeting 2. Reading of minutes of preceding meeting (March, 2011). Lynn Lee read the minutes of the 2011 corporate meeting. Minutes were Lynn Lee read the minutes of the 2011 corporate meeting. Minutes were accepted and approved. accepted and approved. 3.Reports of Officers - Introduction of Directors/Trustees included Eric Ruegg, President; Mike Ritchie, Treasurer; Carol Weber, Secretary; Keith Brown, 1st Vice President; Lynn Lee, 2nd Vice President

5. 5 Countrylane Woods II Reading of Minutes of Preceding Meeting -Residents who made a difference in 2011 included -Residents who made a difference in 2011 included  Renee Fronabarger, Easter Egg Hunt  Nancy Pound, Tennis lessons  John Malone, Repaired PVC “cooling” pipes for “Z” pool  Kevin Eberhardt, Donated refrigerator for pool patron use  CLW II Swim Team/Parents, BBQ Fundraiser for National Night Out  Eleanor Lyons, Ice Cream Treats for National Night Out  Joel Kray, Karen Dunne, Kathy Rayfield, Mary Dippold, Eric Nestel, ACC  Dexter Hall, Clubhouse renovation  Carol Weber, Country Times newsletters,  Lynn Lee, Clubhouse Rentals  Keith Brown, Webmaster

6. 6 Countrylane Woods II Reading of Minutes of Preceding Meeting 2011 Accomplishments  A map was shown of the new STL County Siren System first tested on 3/5/12. Some indicated it was difficult to hear.  Common Ground - Reviewed 4 RFPs for mowing - Awarded to Lawn Enforcement; Reviewed 2 RFPs for landscaping & planting - Awarded to Mat Wyatt  Pool – Reviewed 3 RFPs for pool management – Awarded to Midwest Pool Management  Clubhouse – Tiled foyer, Reviewed 4 RFPs for HVAC replacement - Awarded to Agers Heating & Air Conditioning; Sent 2 RFPs to repair/remodel both restrooms; Instituted No Smoking Policy for clubhouse and pool; Established 2 smoking areas outside with waste receptacles; Updates all clubhouse window treatments-4 windows, sliding door plus two additional panels.

7. 7 Countrylane Woods II Reading of Minutes of Preceding Meeting - Financial Update - A financial overview was given by Treasurer, Mike Ritchie. He reviewed CLWII’s income and expenses and detailed the financial management and the budget processes for the upcoming year. He explained the increase in 2011 income due to monies received from tennis lessons, more clubhouse rentals, and settlement of a long-standing delinquent assessment. Type/ActivityExplanation Operating Inc.Assessments, Clubhouse rental, Ads Non-Operating Inc.Interest/Dividends –Banks, CDs, Money Market Operating ExpensesMandatory-Mtce, pool, clubhouse, common ground Project ExpensesNot mandatory for mtce. & operation of facilities ObjectivesFiscal Planning, Match Inc. to Exp., Manage Money Manage IncomeOperating Income + Interest/Dividends Manage ExpensesOperating Expense + Project Expense

8. Countrylane Woods II Reading of Minutes of Preceding Meeting 8 Account TypeBal. A/O 12/31/10Bal. A/O 12/31/11 Checking$ 36,143$ 46,831 Money Market$139,103$139,611 Total$175,246$186,442 Inc vs. Exp.2011 Budget2011 Actual2012 Budget Operating Income$136,640$146,988$136,640 Interest Income$ 1,500$ 536$ 400 Total Income$138,140$147,524$137,040 Total Expenses$136,970$136,311$134,315  Complete 2012 projects of Restroom & Great Room Renovation  Looking Forward – Tennis Court Repair, Resurface Parking Lot  A List of Accomplishments Since 2000 Was Then Presented

9. 9 Countrylane Woods II Reading of Minutes of Preceding Meeting 5. Reports of Committees: -Architectural Control Committee—Joel Kray, Chairperson, thanked all the members -Architectural Control Committee—Joel Kray, Chairperson, thanked all the members of the ACC for their hours spent in reviewing and approving homeowner remodeling and replacement requests. Members include Karen Kenny, Eric Nestel, Mary Dippold, and Kathy Rayfield. 68 applications were submitted in 2011 with all but 4 approved. Letters written to homeowners regarding compliant colors on cedar terrace homes. A 1’x1’ painted board of material on home or to be put on home is now required for color approval. Updated photos to be done in 2012 and reminded homeowners about window and door trim cannot be painted white or black. Reminders also were made to get approval before doing any exterior work. 6. Election of Directors No elections required No elections required

10. 10 Countrylane Woods II Reading of Minutes of Preceding Meeting 7. Unfinished/New Business:   Volunteers need for ACC, to build new lifeguard stands, trustee positions expiring in 2012 & 2013, clubhouse picnic area, and simple repair work at the clubhouse   Channel A-Completed 12/10, with re-rock creek bed completed 7/11. Common ground re- seeded and erosion addressed 10/11. Review of tree survival for Spring of 2012   Channel B-$300,000 appropriated by City of Manchester for engineering study. North section first, South section second. Updates to follow. Lawsuit Update   In 2006 a lawsuit filed by 4 residents and later by 12 others against the Trustees and Directors of CLW II is still in process.

11. 11 Countrylane Woods II Reading of Minutes of Preceding Meeting 7.Unfinished/New Business: Results of the lawsuit  The court ruled that indentures are attached to the land and cannot be superseded by corporate bylaws  Our corporate bylaws were adopted in 2005 and ratified by the homeowners by a vote in 2009. The are the governing bylaws of our Homeowners Association  The elections held by the plaintiffs to remove the Trustees and Directors were declared invalid  The court ruled that the duly elected Trustees and Directors of CLWII were Eric Ruegg, Keith Brown, Lynn Lee, Mike Ritchie and Carol Weber  Court costs were assessed against the plaintiffs

12. 12 Countrylane Woods II Reading of Minutes of Preceding Meeting 7.Unfinished/New Business: Plaintiffs file a motion  July 2010 Plaintiffs filed a motion for a new trial and to reconsider the previous judgment  The court denies the motion Appeal by Plaintiffs   Plaintiffs filed a notice with the court that they plan to appeal the case  An appeal has been filed with the appellate court  The Appeals Court ruled that since the Plaintiff’s position was that there was no final ruling, then the case could not be appealed and the motion for appeal was denied.  Plaintiffs petitioned the Circuit Court to re-open the evidence (trial).  11/2/11 the Circuit Court filed an “Amended Judgment of Finding of Fact and Conclusions of Law” and order denying the Plaintiffs motion to re-open evidence.  On 2/21/12 Plaintiffs filed a notice of appeal of the Circuit Court’s decision .

13. Countrylane Woods II Reading of Minutes of Preceding Meeting Small Claims Court  On Dec. 30, 2010, resident John Osthus filed a small claim’s case claiming that he had to unlawfully pay assessments in excess of $250 for the years 2007, 2008, 2009 and 2010. He also claimed that indenture amendments were not correctly passed and the value of his house had decreased by the new restrictions.  The case was heard on Feb 2, 2011. The subdivision attorney filed two motions to dismiss and a counter claim for “abuse of process.”  The court upheld the motions to dismiss and awarded CLW II HOA $500 in the counterclaim  John Osthus has requested a “Trial De Novo,” an appeal in small claims court  4/1/11 the Trial De Novo was dismissed since the court stenographer forgot to take notes.  8/29/11-The second Trial De Novo ruled that all claims brought by Mr. Osthus were dismissed just as in the original small claims court. The $500 awarded to CLW II for abuse of process was dismissed. 13

14. Countrylane Woods II Reading of Minutes of Preceding Meeting Appellants & Interveners-Source: Missouri Case Net   Below are the residents who filed the notice to appeal and those who later intervened and were added to the appeal. – –Appellants: John Osthus, Michael Page, Richard Duff, Mary Fitzpatrick – –Intervener Appellants: Frances Levy, Harold & Beulah Boll, Deneal Schilmeister, John & Patricia Hamill, John & Beverly Boyland, Francis Basler, Steve & Mary Koken Bushman, Henry & Particia Thill, Camille Demeter, Dorothy Callier, Miles Whitner, Doris Hendrickson, Brad Bomaz and Margaret Mathey.   Lawsuit costs to date – –Direct costs to CLW II$18,107.32 – –Travelers’ Insurance Costs$64,370.00 Total$82,477.32   Other Lawsuit costs – The annual deductible has been increased to $10,000 from $1,000 and premiums have increased more than 50%.   Homeowner Comments, Meeting Adjourned at 8:25p 14

15. 15 Countrylane Woods II Reports of Officers-Introductions  Directors/Trustees –Eric Ruegg –Mike Ritchie –Carol Weber –Keith Brown –Lynn Lee

16. 16 Countrylane Woods II Reports of Officers-Introductions Residents Who Make a Difference  Renee Fronabarger, Easter Egg Hunt  Todd & Monica Brown Family, BBQ Fundraiser for National Night Out  Eleanor Lyons, Ice Cream Treats for National Night Out  Joel Kray, Karen Dunne, Kathy Rayfield, Eric Nestel, Mary Dippold, Architectural Control Committee  Carol Weber- Newsletter  Lynn Lee- Clubhouse Rental  Keith Brown- Website, Email, Corp. Presentation

17. 17 Countrylane Woods II Report of Officers- 2012 Accomplishments Common Groun d  Cleaned up common ground area east of Huntington View, north side of Big Bend.

18. 18 Countrylane Woods II Report of Officers- 2012 Accomplishments Pool  Contracted for construction of 2 new lifeguard stands. Also moved “Z” pool stand location for lifeguard comfort & patron safety  No violations issued by St. Louis County at our pools for the entire 2012 swim season

19. 19 Countrylane Woods II Report of Officers-2011 Accomplishments Clubhouse  Installed front porch awning at clubhouse

20. 20 Countrylane Woods II Report of Officers-2012 Accomplishments Clubhouse-continued  Completed Great Room Remodel and Purchase of Furniture  Resurfaced Parking Lot

21. 21 Countrylane Woods II Report of Officers-2012/2013 Financial Update OOOObjectives −P−P−P−Provide Fiscal Planning & Controls –M–M–M–Match Total Expense = Total Income MMMMinimize or Eliminate Taxes –M–M–M–Manage Money Effectively IIIInterest Earned OOOOperating Income OOOOperating Expenses PPPProject Expenses

22. 2222 Countrylane Woods II Report of Officers-2012/2013 Financial Update  Operating Income AssessmentsAssessments Clubhouse RentalClubhouse Rental Newsletter AdsNewsletter Ads  Non-Operating Income Interest From Bank AccountsInterest From Bank Accounts Dividends From CDs & Money MarketDividends From CDs & Money Market  Operating Expenses  Expenses mandatory for the maintenance and operation of pools, clubhouse, common grounds, and administration of the subdivision  Project Expenses Expenses not mandatory for maintenance and operation of CLW II facilitiesExpenses not mandatory for maintenance and operation of CLW II facilities

23. 23 Countrylane Woods II Report of Officers-2012/2013 Financial Update  Manage Income –Total Income = Operating Income + Interest/Dividends –Operating Income is primarily affected by changes in the Assessment of Homes  Manage Expenses –Total Expense = Operating Expense + Project Expense

24. 24 Countrylane Woods II Report of Officers-2012/2013 Financial Update Account Balances Account Type Balance 12/31/11 Balance 12/31/12 Checking$46,916$48,687 Money Market$139,611$139,904 Total$186,527$188,591

25. 25 Countrylane Woods II Report of Officers-2012/2013 Financial Update Total Income-Expense Summary 2012 Budget 2012 Actual 2013 Budget Total Operating Income$136,640$140,300$138,325 Interest Income$400$ 311$300 Total Income$137,040$140,611$138,625 Total Expenses$134,315$138,546$135,395

26. 26 Countrylane Woods II Report of Officers-2012/2013 Finances  Plan for 2013 –Establish Tennis Court Repair Account  Seed the Account with $15,000 to $20,000 from Current Checking Account  Add Approximately $2,485 to the Account from the Approved $5.00 Increase in 2013 Assessment per Household  At the End of 2013 Add any Additional Money of Income – Expense to the Account –Establish a Tennis Court Committee to Determine the Cost to Repair the Courts

27. 27 Countrylane Woods II Reports of Committees ACC Introductions  Architectural Control Committee –Mary Dippold –Karen Dunne –Joel Kray (Chairperson) –Eric Nestel –Kathy Rayfield

28. 28 Countrylane Woods II Reports of Committees Architectural Control Committee Summary of 2012 Approved Applications for Review of Exterior Home Repair / Improvement Projects Total of 55 Applications Received Total of 69 Project Approved Breakdown of Approvals  33 Color samples approved  7 Color samples denied

29. 29 Countrylane Woods II Reports of Committees Architectural Control Committee Summary of 2012-continued Breakdown of Approvals-continued  9 Siding Projects, 2 T1-11, 2 Cement/fiber, 5 LP Smart Side  40 Color, 33 Approved, 7 Not Approved  7 Doors painted  12 Decks - 8 replaced, 1 tear down, 3 repaired  10 DWG - 6 Doors, 4 Windows. 1 Gutters  6 Special Projects, 5 Approved, 1 Not Approved (Shutters, Porch Roof, Retaining Wall, Room Addition, Aluminum Underside of Deck)

30. 30 Countrylane Woods II Reports of Committees Architectural Control Committee Summary of 2012- continued  In the past the ACC has approved paint colors based on small paint samples with finished project a different color. Beginning in 2011, the ACC changed so paint samples must be submitted on a one foot square of material as on the home or to be used on the home. Indentures require wood tones of tan, brown, cedar, or shades of gray, not another color with a little gray mixed in. The subdivision is furnishing the one foot square siding materials on request.

31. 31 Countrylane Woods II Reports of Committees Architectural Control Committee Summary of 2012- continued ACC Plans For 2013  Continue to remind homeowners that any trim around windows and doors cannot be painted white or black. Horizontal and corner trim must be the same color as the home. Architectural Control Committee is in need of volunteers Homes are getting older and in need of more upkeep There are more home repair and improvement projects to review every year Help preserve our neighborhood

32. 32 Countrylane Woods II Reports of Committees Architectural Control Committee Summary of 2012-ACC Plans For 2013-continued Reminder to ALL Residents of Countrylane Woods II  A Review for Architectural Control Should be Completed for Any Exterior Home Repair or Improvement Project except planting trees and shrubs  This quick and painless process is in place to prevent a homeowner from making mistakes that may end up costing them time and money.  Please ask for permission in advance.  Do not ask for forgiveness after the fact  Projects done in violation of the subdivision indentures will need to be redone at the homeowner’s expense.

33. 33 Countrylane Woods II Election of Directors, If Applicable Keith Brown elected as trustee and corporate director/1 st VP– Term expires 11/2015 Eric Ruegg elected as trustee and corporate director/President– Term expires 1/2016 Mike Ritchie elected as trustee and corporate director/Treasurer– Term expires 1/2016 Ken Payne elected as trustee and corporate director/2 nd VP– Term expires 1/2016 Lynn Lee, current trustee with title change to corporate director/Secretary—Term expires 4/2014

34. 34 Countrylane Woods II Unfinished/New Business  Establish Tennis Court Repair Account  Establish a Tennis Court Committee to Determine the Cost to Repair The Courts-Volunteers Requested  Install Audio Systems at Clubhouse For Rental Use and For Pool Patrons  Simple repair work at clubhouse

35. 35 Countrylane Woods II Unfinished/New Business Channel B Restoration  $300,000 appropriated by City of Manchester for engineering study. North section first, South section second. Updates to follow.

36. 36 Countrylane Woods II Unfinished/New Business  City of Manchester Alderpersons  Michael Clement  Marilyn Ottenad

37. 37 Countrylane Woods II Unfinished/New Business Lawsuit Update  2005: Issues brought to Trustees’ attention as corrected:  Common ground (851 CSD) now deeded properly  Designated March as annual Corporate Meeting  Legal advice shows Amendments 2 & 3 proper  2006: Lawsuit filed by 4 residents and later joined by 12 others against the Trustees and Directors of CLW II  2006-2010: Suit heard in St. Louis County Circuit Court:  Judge ordered vote on which bylaws to use-72% said keep existing bylaws not those of Mr. Osthus

38. 38 Countrylane Woods II Unfinished/New Business Lawsuit Update  Court ruled that ad hoc elections to remove trustees/directors were invalid.  During this time Mr. Osthus filed two small claims suits regarding assessments, both were denied.  An appeal of the first Circuit Court decision with Eastern District Court of Appeals. Case heard 12/12 and dismissed.  Mr. Osthus then filed to have the entire Appeals Court panel hear the case. This appeal was dismissed as well.  Thanks to everyone for their support and patience in this ordeal. We hope that most everyone feels a sense of encouragement and relief that we can now move forward. With this behind us we hope you will consider volunteering in some way, a project, a function or as a Trustee.

39. 39 Countrylane Woods II Unfinished/New Business Lawsuit Update - continued Lawsuit Costs  Direct costs to CLW II $18,127.66  Traveler’s Insurance $78,952.11 TOTAL $97,079.77 TOTAL $97,079.77 Insurance Premiums Have Risen 39% Deductible Has Risen From $1,000 to $10,000

40. 40 Countrylane Woods II Homeowner Comments Countrylane Woods II Homeowner Comments

41. 41 Countrylane Woods II Adjourn Countrylane Woods II Adjourn

42. 42 Countrylane Woods II Homeowner’s Association, Inc. Thanks for attending and please drive home safely