Harpeth Trace Services Association

Meeting Minutes 01-24 & 25-2008

Feb 12, 2008

Harpeth Trace Services Association Minutes of
January 24, 2008, Annual Homeowners?’ Meeting and
January 25, 2008, Board of Directors?’ Meeting

The Annual Membership Meeting was held at the Jewish Community Center and called to order at 7:00 p.m. by President Steve Roche. Other Board members in attendance: David Arens, Bob Brooks, Ken Darby, Mary Ann Dorris, Joanne Katcher, and Sanford Payton. Ghertner and Company was represented by Rick Eatherly. A total of 45 mem-bers were present or represented by proxies, so our quorum (31) was exceeded.

Steve Roche welcomed the members and ex-plained that each director would present a report for his or her area of responsibility. He also presented a Certificate of Appreciation to Ken Darby, one of our longest-serving directors. Ken served on the Board nine years, including two terms as president. During his administrations many important and positive changes were made, including assigning specific areas of responsibility to Board members, and establishing long-term goals and funds to accomplish those goals. The expression of appre-ciation was not made lightly. Ken?’s contributions have helped us all.

Steve Roche also reported on three projects for Stephen Helmey who missed the meeting because he is recuperating from double knee replacement surgery. Steve reported that all of our streetlight heads have been replaced and are working prop-erly except for the on-off timers. We had new as-tronomic time switches installed to control our two streetlight circuits, but now our lighting contractor says they are too complicated to be adjusted prop-erly. The time switches are especially designed to vary the ON and OFF settings each day according to seasonal changes of sunset and sunrise. Stephen has not yet received a solution from the contractor or the engineer who recommended the time switches.
Stephen had also volunteered to obtain recommendations relating to our entrance bridge and guardhouse from a qualified engineer or architect.
Several cracks have developed in the stone veneer on the Hwy 100 end of our entrance bridge, and the asphalt has settled below the concrete surface of the bridge on each end of the bridge. Stephen met with an architect in the early part of December and was promised a proposal by the first of the year, but the proposal has not yet been received.
The wall plates and door studs of our guard-house show signs of significant rot damage and the Board is concerned that the building can no longer be secured properly. In addition, an electrical switchbox inside the guardhouse does not appear to be securely attached to the wall. The Board feels these situations must be corrected because an unauthorized person might gain entrance to the building and be hurt. Stephen asked the same architect to submit a proposal for the proper corrective action, but has not yet received it.

Legal Matters ?– David Arens: David reported that his law firm has reached an out-of-court settlement in the matter of our complaint against Allen Law-rence & Son Signs. This company installed our new street signs in 2005 but apparently used an inap-propriate paint on the signposts which caused the paint to peel after about one year?’s service. Both David and Stephen Helmey contacted Mr. Law-rence many times in the spring of 2007 requesting that he correct the problem. They received positive promises but no action. In the fall of 2006, our association paid another company $3,036 to strip the posts, treat them with chemicals, and repaint them with an appropriate paint. Thereafter, David?’s law firm, Stites & Harbison PLLC of Nashville, agreed to help HTSA pro bono to collect the $3,036 from Allen Lawrence & Sons Signs. After David sent a demand letter to Mr. Lawrence on the law firm?’s letterhead, the company quickly agreed to pay the full amount to avoid a lawsuit.

Sanford Payton distributed a Proforma Budget for the years 2008-2013 based on the 2007 actual year-end figures. The budget allows for all our regular expenses and as many extraordinary items as the Board could anticipate, such as repaving our streets, replacing plants, and repairing storm drains and the guardhouse.

Drainage and Cleanup Day ?– Bob Brooks: Bob reported that he was not aware of any drainage problems in 2007, although a drainage project completed in 2006 was paid for in 2007. Both Bob and Steve Roche emphasized the point that the Board can?’t solve every drainage problem that might occur. The facts that we live on a hill, and that water runs downhill may create problems for which the homeowner is responsible. However, if our association creates a structure that collects, or channels, runoff that damages your property, the Board will try to correct the situation.
Bob also reported that our two annual cleanup days were successful. The spring cleanup was held in May. About 20 members picked up trash and debris for about four hours one Saturday morning, and many homeowners piled limbs by the curb. The Davidson County Sheriff sent a chipper truck out on Monday and they filled the truck twice with chipped debris which would be converted to mulch.
About 25 homeowners participated in the fall cleanup in November. Not as much debris was collected that time, but we managed to fill the chip-per truck once.
Bob plans to organize another cleanup day this spring, and encouraged all homeowners to join us and meet some of their neighbors.

Irrigation ?– Mary Ann Dorris: Mary Ann reported that the battery-operated controllers for the two sprinkler circuits installed along the Knolls bluff in 2006 were not working properly, so she had the circuits transferred to the Knolls controller. The circuits are working fine now. She asked that if anyone notices any malfunction, they should call her or Ghertner & Co.
Steve Roche reported that we had a serious problem develop when the irrigation contractor failed to shut the sprinkler system down and winter-ize it. The sprinklers cycled on when the tempera-ture was below freezing and water formed black ice over Hwy 100. Luckily, no one was hurt and the system was properly shut down.

Accounting ?– Joanne Katcher: Joanne reported that she was appointed to replace Suzanna Spring when Suzanna moved away from Nashville. Joanne also assumed Suzanna?’s duty to check Ghertner?’s financial reports each month. Joanne and Suzanna worked with Rick Eatherly, our Ghertner representative, to develop spreadsheets so our expenses can now be balanced monthly.
Joanne reported that as of December 31, 2007, we had $135,608.94 in total assets. $133,271.43 of that is earning 4.42% interest at First/Third bank. We are in good financial health, even after incurring $99,507.55 in emergency streetlight replacement.

Landscape ?– Sanford Payton: Sanford reported that we planted a Vinca Major ground cover on the Knolls bluff in February, and that the sprinkler sys-tem saved that investment during the summer months.
In the fall, some plants were added in the entrance area to replace those destroyed when the electricians cut trenches to install conduit for our new streetlight wiring. Others filled in gaps left, over the years, when plants died and were not replaced. In addition, some new plants were installed in front of the new electrical switchgear. They should grow enough in the next two or three years to hide most of the electrical equipment. Two dogwood trees were planted to replace trees that had died. All of our plants have been mulched and fertilized prop-erly, and the walking path has been maintained. About a dozen trees killed by disease, drought, or storms have been cut and most have been re-moved. Trees felled in areas not easily seen are left in order to save money, slow erosion, and enrich the soil. In addition, weekly inspections are made to ensure that our maintenance contractor fulfills his obligations.
Plans for 2008 include adding some native evergreen trees and dogwoods to the Upper Com-mon Area (west side of Harpeth Trace Drive (HTD) between the wye and Hickory Trace Place), and to the Grassy Knoll (north side of HTD between 784 and 900 HTD).
Lee Limbird asked why the Forsythia in front of the Lower Knolls had been cut back so severely. Sanford did not know because those plants are on private property and, therefore, not maintained by Harpeth Trace Services Association (HTSA). The homeowner volunteered to prune the plants prop-erly and John Butler, president of the Knolls?’ asso-ciation, quickly accepted the offer.

Ken Darby reported that he has a friend whose association fees are about $125 per month, yet he was recently hit by a large, unexpected assessment because his Board of Directors had not properly planned for the future. Ken pointed out that the Proforma Budget presented at the Annual meeting shows that our Board is focused on planning and funding to try to prevent future shocks.
On a lighter note, he mentioned that the efforts of our voluntary Board members are sometimes taken for granted. He recalled a telephone call he received early one morning from a homeowner who wanted Ken to drive him and his wife to the airport because the streets were covered with ice. Ken did drive the couple to the airport and on the way learned they assumed it was the duty of the Board to provide such services. The homeowner also offered Ken a $5 tip, which was refused.
Ken also reported that Friends of Warner Parks has apparently been successful in its effort to buy the 322-acre undeveloped Hill property which borders our subdivision on the west. This is in addition to an adjoining 130-acre purchase two years ago. Now, our property will permanently adjoin Percy Warner Parks, and our property value may benefit.

An election was held to fill three directorships. The three positions would fill the expired terms of Ken Darby, Steve Roche, and Linda Shoun. Ken and Linda had decided not to run for reelection. The Nominating Committee presented a list of nominees, as required by our by-laws, and nomina-tions from the floor were requested, but none were made. As a result, the Board?’s nominees, Ed Ben-son, Rita Hall, and Steve Roche were elected by acclamation.

With no further business, the meeting was ad-journed by President Steve Roche at 8 p.m.

Names and contact information for all nine Board members, our Ghertner representative, and presi-dents of condominiums may be found at the end of this report and on our website at www.harpethtrace.org.

Harpeth Trace Services Association
January 25, 2008, Board Meeting Minutes

The Board Meeting at LePeep Restaurant was called to order at 7:05 a.m. by President Steve Roche who introduced new Board member Rita Hall. David Arens, Bob Brooks, Joanne Katcher, and Sanford Payton were also present. Ed Benson, Mary Ann Dorris, Stephen Helmey, and our Ghertner representative, Rick Eatherly, were absent.

The first order of business was the election of officers and director assignments. The Board reelected by acclamation the 2007 slate of officers to serve another term. As a result, the officers are as follows:
Steve Roche, president
Stephen Helmey, vice-president
Sanford Payton, secretary-treasurer
Director assignments are as follows:
Accounting ?– Joanne Katcher
Budget ?– Sanford Payton
Drainage ?– Ed Benson
Irrigation ?– Mary Ann Dorris
Landscape ?– Bob Brooks
Lighting and Signage ?– Stephen Helmey
Streets and Curbs ?– Rita Hall
Legal Matters ?– David Arens
In addition to his Landscape duties, Bob Brooks volunteered to organize our two semi-annual cleanup days.

President Roche transferred the legal document describing the settlement between HTSA and Allen Lawrence & Son Signs, LLC to Secretary-Treasurer Payton for safekeeping in our permanent records.

David Arens (Legal Matters) emphasized the importance of having a trained professional quickly address possible maintenance issues relating to our bridge and guardhouse. After discussion, the Board asked President Roche to discuss the matter with Stephen Helmey as soon as possible to de-termine whether or not he could get an opinion soon.
Later on the same day, Steve reported to the Board via e-mail that he had discussed the matter with Stephen, who is recovering from double knee surgery, and asked if Stephen needed someone to help him until he was up and about. Stephen de-clined the offer and said he would follow up with the architect who has examined the bridge and guard-house and inform the Board of his recommendations. Stephen said he understands the importance of resolving this issue quickly.

Steve Roche (President) announced that he would ask monthly for each director to review his/her area of responsibility and to report, via e-mail or at a regular meeting, the status of his/her area. He also agreed to recognize more closely each director?’s area of responsibility. For instance, issues concerning the bridge should be assigned to Rita Hall (Streets and Curbs), and issues concern-ing the guardhouse should be assigned to Bob Brooks (Landscaping).

Rita Hall and David Arens expressed an interest in gaining access to our website, www.harpethtrace.org. Sanford Payton will coordinate that with them.

With no further business, the meeting was ad-journed by President Steve Roche at 8:30.

Regular Board meetings for 2008 will be at Le Peep restaurant Tuesdays, April 22, July 22, October 21, and Dec 16 at 7:00 a.m.

Respectfully Submitted,
Sanford Payton, Secretary