2010 Legends HOA Annual Meeting

1. 2010 Legends HOA Annual Meeting March 10, 2010

2. Agenda • Introductions • Guest Speaker – Maryanne Jordan, Boise City Council President • 2009 Year in Review • 2010 Action Plan • Member Participation • Neighborhood Association Initiative • Amendment to By-Laws • Election of Directors

3. Introductions • Board of Directors and Officers • Dana Wardein, President and Director • Kelley McGrath, Vice President and Director • Steve Berch, Secretary and Director • Mike Hudson, Treasurer • Architectural Control Committee • Greg Wardein • Darren McGrath • Irrigation Masters • Frank Marxen • Rick Keller • Neighborhood Manager – Denny Moller (AMI)

4. Guest SpeakerMaryanne Jordan • Priorities and opportunities for Boise City and West Boise • Advantages of becoming a Neighborhood Association • Q&A

5. 2009 Year in Review • Increase in annual dues – first time in 5 years • Expenses at 99.3% of budget, no special assessments • Improvements/changes: • Irrigation pump upgrades and new monitors – no water rationing! • Open, transparent communication with HOA members: • New entrance message boards • New Legends website • Resumed quarterly newsletters (Shannon Fausey) • New tree/lawn maintenance company (saves about $7K/year) • New trash receptacles • New flag and flagpole spotlight • Christmas light savings (Idaho Power promotion)

6. 2010 Action Plan • No increase in annual dues • Continue to seek ways to lower costs without compromising property values or neighborhood appeal • Stop over-watering of common areas and pathways • Investigate power washing wood fencing • Investigate iron fence spot repair • Add two new trash receptacles • Landscape Telemark-to-Hobble Creek pathway (pending) • Remove tree that is damaging irrigation pipes

7. Member Participation • Need volunteers • Neighborhood Watch Representative • Welcoming Committee • Spring Planting • National Night Out • Easter Egg hunt • Newsletter • Participate at Board meetings

8. Neighborhood Association Initiative • Advantages • Notification and input into decisions impacting our area • Access to City development funds • Process • Create NA organization and submit to City • Initially have NA be same location as Legends • Expand NA to include neighboring subdivisions • Sign up people to participate in separate meeting

9. Amendment to By-Laws • Situation • Written before ownership shared evenly across all homeowners • Inconsistent/absent provisions for populating a Board • Purpose of the Amendment • Have By-Laws better articulate the process that has been in place since ownership passed from the developer to homeowners • Resolve conflicts and process difficulties • Clarifications made by the Amendment • See details in following slides • Vote on Amendment to By-Laws

10. Amendment to By-Laws Article III - Meeting of Members; Section 3.2 – Annual Meeting. An annual membership meeting is required to be held within the first three months of each calendar year.  The day, time and location of the annual meeting will be determined by the Board of Directors.  The Board can reschedule the meeting up to six months into the calendar year if deemed necessary. What this changes: • Requires an annual meeting be held • Specifies the timeframe in which the annual meeting is held

11. Amendment to By-Laws Article IV - Board of Directors: Selection, Term of Office; Section 4.1 - Number. The affairs of this Association shall be managed by a Board of Directors, referred to as the "Board", consisting of five (5) Directors who must be Members of the Association.  Any one Member can occupy only one Director seat on the Board during their time on the Board.  All Director seats on the Board do not have to be occupied for the Board to conduct its affairs.  Should the Board of Directors be populated by only one person, the Board is authorized to only take actions necessary to sustain on-going Association operations or respond to dire emergencies.   The lone Director shall immediately seek and appoint one additional Director within 60 days. What this changes: • Increases number of Directors from 3 to 5 • Limits power of the Board if there is only one Director • Requires appointment of a second Director should only one seat be occupied

12. Amendment to By-Laws Article IV - Board of Directors: Selection, Term of Office; Section 4.2 - Term of Office.  The term of a Director starts upon their election to the Board at an annual meeting and ends when elections are held at the subsequent annual meeting.  The position of Director is not subject to any term limits.      What this changes: • Redefines term of office from one year to the time span between annual meetings (which can vary) • Makes clear that there are no term limits for a Director

13. Amendment to By-Laws Article V - Nomination and Election of Directors; Section 5.1 – Nominations. Nomination for election to the Board shall be made by a Nominating Committee.  The Nominating Committee shall consist of a Chairman, who shall be a Member of the Board, and two Members of the Association.  The Nominating Committee shall be appointed by the Board prior to each annual meeting and be dissolved after the election is completed.  The Nominating Committee shall solicit nominees from all Members no sooner than ten (10) days before the annual meeting.  The Nominating Committee submits for election to the Board as many nominees as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. All nominees and members submitting nominations must be determined by the Nominating Committee to be members in good standing.  Nominations to the Board will not be taken from the floor during the annual meeting.  What this changes: • Clarifies the dissolution process of the Nominating committee • Requires advance notice solicitation of nominees (10 day minimum) • Does not allow nominations from the floor during the annual meeting • See Nomination Criteria on next slide

14. Nomination Criteria • Residential property owner within Legends (required) • Member in good standing – all fees and dues paid (required) • Understanding and demonstrated interest in Director responsibilities: • Attending the annual meeting and monthly Board meetings • Enforce compliance with CC&Rs • Evaluate bids and award contracts to Legends service providers • Investigate, evaluate and approve necessary capital expenditures • Create, distribute and manage communications with all members • Schedule, solicit and coordinate volunteers for scheduled events • Participate in zoning issues and other legal matters that impact the Legends • Create and approve annual budgets, including adjusting annual dues It is highly desirable for prospective nominees to have attended at least one previous Board meeting.

15. Amendment to By-Laws Article V - Nomination and Election of Directors; Section 5.1 – Nominations. Nomination for election to the Board shall be made by a Nominating Committee.  The Nominating Committee shall consist of a Chairman, who shall be a Member of the Board, and two Members of the Association.  The Nominating Committee shall be appointed by the Board prior to each annual meeting and be dissolved after the election is completed.  The Nominating Committee shall solicit nominees from all Members no sooner than ten (10) days before the annual meeting.  The Nominating Committee submits for election to the Board as many nominees as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. All nominees and members submitting nominations must be determined by the Nominating Committee to be members in good standing.  Nominations to the Board will not be taken from the floor during the annual meeting.  What this changes: • Clarifies the dissolution process of the Nominating committee • Requires advance notice solicitation of nominees (10 day minimum) • Does not allow nominations from the floor during the annual meeting

16. Amendment to By-Laws Article V - Nomination and Election of Directors; Section 5.2 - Election. Election to the Board shall be conducted by secret ballot by the presence of a quorum of all Lots represented by the Members in attendance and by proxy at the annual meeting.   The person receiving the largest number of votes for each Director seat on the Board shall be elected.  In the event a quorum is not present, the election will be rescheduled to occur at the next annual meeting and each current Board member can, by their own choosing, decide to resign or retain their seat on the Board for any period of time until the next scheduled election.  What this changes: • Makes clear the current requirement of a quorum to conduct a vote for Directors • Makes clear the current process for populating the Board should a vote not occur at an annual meeting

17. Amendment to By-Laws Article V - Nomination and Election of Directors; Section 5.3 - Confirmation of Election Results.  An unsuccessful candidate can contest the result of an election for Director in writing submitted to the Board within three (3) days after the date the election is held.  The Board will use Association general funds to select and pay, at reasonable cost, an independent organization to conduct a review or recount, the results of which will be final and binding. What this changes: • Creates a process for resolving contested election results (no process currently exists)

18. Election of Directors • Conduct vote for each Director seat • Seat 1 (Dana Wardein nominated) • Seat 2 (Steve Berch nominated) • Seat 3 (Kelley McGrath nominated) • Seat 4 (Michael Hudson nominated) * • Seat 5 (Robin Sandy nominated) * • Select Officers and Committee Chairs • Next Board meeting (on April 15) * If Amendment to add two Director seats is approved

19. Open Discussion • Comments • Questions • Concerns • Ideas