Galaxy Towers Condominium Association
MINUTES OF THE MEETING
Of the Board of Directors
Directors in Attendance: Absent:
President: Martha Norget
Vice Pres.: Michael Baruch, M.D.
Secretary: Harlin Blank
Treasurer: Allan Ellinger (departed 11:00pm)
Directors
Leon Eastmond (arrived 7:30)
Chad Gulrajaney
Robert Johnston (arrived 8:25)
Joel Price
Dennis Squitieri (departed 11:00pm)
Also Present:
Susan Fitzpatrick, General Manager
Robert Buckalew, Esq.
A meeting of the Board of Directors was held on February 13, 2003 in accordance with the By-laws of the Association. The following business was conducted as indicated:
Call to Order
Martha Norget, President called the meeting to order at 7:10pm. The meeting proceeded to Executive Session:
Open Session: 9:00pm
Mrs. Norget introduced the Board and the Open Session . She started the meeting by introducing the topic of the prospective loan.
Resolution 03-02-40
Mrs. Norget called for a motion to approve the proposed loan from Kislak Bank. On a motion made by Dennis Squitieri and seconded by Joel Price, the Board members engaged in a lengthy discussion. First, Allan Ellinger gave a synopsis of the entire process that led up to the Kislak offer that was so seriously under consideration. He stated that three banks had competed aggressively for the Galaxy business, but that in the end, Kislak had proved most flexible and most willing to meet the Galaxy requirements. He added that many options had been considered, but that the best option seemed to be a three year draw down period during which the Association could borrow the funds that were actually needed and pay interest only during the first three years (as opposed to taking all the money at once) followed by a four year term for repayment of both principal and interest. He stated that Kislak offered the Association a fixed rate for the entire seven year term of 6.875%. Citing the low interest rate, and the amount of work that is needed at the property, as well as the fact that Kislak would assist the Association by reviewing construction documents and requests for payment, and citing the flexibility of the three year draw down period, Mr. Ellinger concluded his report by stating that the commitment fee was equal to three quarters of a point (approximately $93,000, and that attorney’s this was the best facility offered.
Going around the table, each member of the Board spoke.
Mrs. Norget quoted the value of the flexibility of the terms offered. By the end of the third year, we will have an excellent view of what work remains and will therefore take a more exact amount of money as a term loan, she stated. She also expressed the benefit of having the access to money in place to commence the major projects when engineers and construction of prime quality are available to the Association. We can continue progress without having to re-apply for additional financing at terms that might not be as favorable, she stated.
Michael Baruch cited a need to do the repair and restoration work that is necessary, adding that in the past, it did not seem that budgeting for the Reserve Fund was adequate. He emphasized the need for budgeting and cost saving strategies, and staggered start dates for the pending projects.
Harlin Blank expressed concern over how the money and the projects would be managed once the facility was funded. He asked Mrs. Fitzpatrick to spend a few moments explaining how the use of this money and the management of these projects would be different so that past mistakes would not be repeated.
Mrs. Fitzpatrick answered Mr. Blank by going through the steps to a successful project. She stated that first and foremost, the Association was benefiting from the use of professional engineers to review and design all projects. She stated that after the projects had been professionally designed, they would be professionally supervised, and payments would not be made until the engineer responsible had certified that the work had been completed properly.
Mr. Blank then asked a question about whether or not projects are being rushed.
Mr. Johnston answered the question by advising Mr. Blank and the rest of the Board that based upon prior Reserve Studies, it appeared that many of the Association systems had exceeded their useful lives and needed refurbishment that could no longer be put off.
Mr. Squitieri added his opinion next by first thanking Mr. Ellinger for meeting with him, for addressing his concerns and for the time and effort that he put into this difficult project. He went on to state that “value is our mission,” adding that professionalism has now been put into place, to work towards achieving that value. He added that work needs to be done to ensure the safety and security of the residents of the building and can not be put off any longer. He stated that he was personally pleased to see that while the debt service is accounted for, the Association is going to be building its Reserve Fund at the same time.
Leon Eastmond stated that the most critical aspect of the Association’s Repair and Refurbishment undertaking is the façade restoration. He stated that the loan appeared to be the best and least expensive way to undertake this job.
Bob Johnston recounted some history of the Galaxy by reminding everyone that the building was most probably designed in 1968, adding that many of the systems were outdated at the time that they were put in. Looking forward, Mr. Johnston stated that it is important to budget to ensure that the future reserve fund is adequate to ensure that there are funds to use when useful lives are exceeded. He concluded by stating that the Association should maintain the building in a “Class ‘A’” status.
Chad Gulrajaney stated that the loan offers the opportunity to get the necessary work done and that the Association needs to take this opportunity to restore and maintain the property.
Joel Price offered his opinion by stating that as a worst case scenario, the Board of Directors is opting for a credit line for three years. Looking forward and at the financial models presented, he surmised that in the year 2010, the Association will have six million dollars in the bank and a “brand new building.”
Martha Norget stated that she is in favor of the loan, and thanked Mr. Ellinger for his hard work.
Mrs. Fitzpatrick advised the Board that she had contacted several Board Presidents and Treasurers, as well as several Managing Agents regarding their dealings with Kislak. She stated that all references had been positive, citing Kislak representatives as cooperative, negotiable and true to their words.
Bob Buckalew, Esq., advised the Board that the vote to be taken would be a movement to accept the commitment offered by Kislak Bank, adding that if the commitment fee is paid, and the loan not closed, the Association stands to lose the commitment fee.
As Mr. Squitieri has already motioned and Mr. Price had already seconded the motion to approve the commitment offered by Kislak Bank Mrs. Norget called for the vote. On the motion made and duly seconded, the Board voted unanimously to approve the facility offered by Kislak Bank. Mr. Buckalew was directed to begin the legal work necessary to close the loan.
Mrs. Fitzpatrick advised the Board that several minor, non-substantive changes had been made to the minutes based on suggestions by Mrs. Norget. On a motion made by Leon Eastmond and seconded by Michael Baruch, the minutes were unanimously approved.
Mr. Price made a motion to adopt Administrative Resolution #13 as written. Mr. Gulrajaney seconded the motion.
Dr. Baruch made a motion to amend the previous motion by adding, “any Galaxy resident who is an elected Guttenberg town official may attend the committee meeting at any time.” Mr. Ellinger seconded the motion.
Discussion ensued. Mr. Blank stated that normal protocol calls for the person who wants to attend a committee meeting should ask the Chairperson. Mr. Gulrajaney spoke of micromanagement and a perception of high handed dictate if persons are allowed to attend meetings to which they are not invited. Dr. Baruch stated that if there is a personality clash, his amendment to the motion will obviate it.
Based on the aforementioned commentary, Mr. Blank amended the previous amendment to the original motion, by adding, “with prior notice to the Committee Chairman.” Mr. Ellinger seconded this motion to amend.
Mrs. Norget called for the vote. The Board unanimously voted to approve the amendments to Administrative Resolution #13.
On a motion made by Allan Ellinger and seconded by Michael Baruch, the Board voted unanimously to adopt Administrative Resolution #13, as amended.
Mrs. Norget introduced the topic. On a motion made by Allan Ellinger and seconded by Michael Baruch, the Board voted unanimously to adopt Administrative Resolution # 14. (Mr. Johnston abstained from the vote)
Mrs. Norget introduced the topic. On a motion made by Bob Johnston and seconded by Leon Eastmond, the Board of Directors voted unanimously to adopt Administrative Resolution # 27.
Approval of Members of Seniors and Retirees Committee.
Mrs. Norget stated that she had received the list of proposed committee members and read the names aloud, as follows:
Hasso Gulrajaney, Chairperson, Elaine Brooks, Vijay Chadda, Julie Dunn, David Mindich, Shobna Sarin and Richard Stern.
On a motion made by Joel Price and seconded by Chad Gulrajaney, the Board voted unanimously to accept the proposed committee members.
Approval of Members of the Covenants Committee
Mrs. Norget stated that she had received the list of proposed committee members and read the names aloud, as follows:
Anthony Araneo, Aliza Augustine, Gerald Drasheff, Maria Ho, Jyoti Jote (3rd Alternate), Len Litoff (2nd Alternate), Jennifer Tsonas (1st Alternate), Elaine Lazinsk, Chairperson.
On a motion made by Dennis Squitieri and seconded by Leon Eastmond, the Board voted unanimously to accept the proposed committee members.
Mrs. Fitzpatrick reported that she had been asked by a resident for permission to install (at her own expense) some “bumper guard” type equipment. After a brief discussion, and on a motion made by Leon Eastmond and seconded by Chad Gulrajaney, the Board voted unanimously not to allow the installation of any supplemental equipment in the garage.
(Messrs. Johnston and Squitieri abstained from the vote)
Spa Committee – approval of a change in the number of committee members
Mrs. Norget introduced the topic by stating that over the years, the number of committee members grew to exceed the number allowed by prior resolution. Mrs. Norget stated that Mrs. Price had requested that the number of members be increased from 7 to 9.
On a motion made by Allan Ellinger and seconded by Chad Gulrajaney, the Board voted unanimously to increase the number of committee members from 7 to 9.
All residents were reminded by Mrs. Fitzpatrick that there will be a brief (up to 5 minutes) electrical shut down sometime on February 18th between 10am and 12pm. She noted that PSE&G had postponed the previously scheduled shutdown due to equipment problems on their part.
The Open Session ended at 10:50.