Approved by FICRA Board 2/13/25
FICRA Building Trust Board Meeting Minutes Thursday, 09 January 2025, 7:00PM Nichols Community Center, Fox Island, Washington
Attendees: Weston King (President), Arlyn Lawrence (Vice President), Hal Goodell (Treasurer), Candy Wawro (Secretary), Jacob Paukert (Director), Craig McLaughlin (Director) excused, Peggy Wright (Director) , Jim Braden (Director Buildings and Grounds), Joan Broughton.
Public Comments: Jim Braden introduced Doug Nelson, who is a 5th generation Fox Islander as is presently the “boots on the ground” guy for Emergency Preparedness here on Fox Island as well as involved in our Neighborhood Watch (former Citizen’s Patrol) group. Doug sent his appreciation to the FICRA Board for the support of such important functions to Fox Island. He is in frequent contact with the Pierce County Sheriff’s Office. As the news will tell you, Pierce County has had an increase in crime of 68.7 per 1000, and it is on the uprise. Fox Island, however, has one of the lowest rates of only 7 per 1000. This has a lot to do with our Neighborhood Watch organization and the increase of Deputy patrols on our island. He urged the FICRA Board and all our residents to continue to be diligent to not only report all crimes but also to continue the extra sheriff patrols.
Consent Agenda:
Approval of FICRA December Giving Tree Donation of $351.26. Wes made a motion to approve the consent agenda. Jacob Paukert seconded the motion. The vote was unanimous, motion carried.
Approval of December 12, 2024, Minutes: Arlyn made a motion to approve the December 12th Board Meeting Minutes. Craig seconded the motion. The vote was unanimous, motion carried.
Treasurer’s Report: (Hal Goodell)
Trust Checking
Beginning Balance $ 17,410.42
Checks and Payments 7,575.10
Deposits and Credits 10,158.76
Ending Balance $ 19,994.08
Trust Savings
Beginning Balance $ 732.15
Deposits and Credits 0.03 (Interest)
Ending Balance $ 732.18
Building Trust PayPal Ending 12/31/24
Beginning Balance $ 932.41
Total Income 1,611.89
Withdrawn 60.57 Fees
Transfer PayPal to Trust 2,151.66
Total Withdrawn 2,212.23
Ending Balance $ 332.07
Trust Capital Checking
Beginning Balance $ 382.30
Checks and Payments 19,924.90 (1st Payment on NCC HVAC)
Deposits and Credits 19,924.90 (Transferred from Capital MM)
Ending Balance $ 382.30
Trust Reserve Checking
Beginning Balance $ 153.20
Checks and Payments 0.00
Deposits and Credits 0.00
Ending Balance $ 153.20
30-Month Flex Certificate
Beginning Balance $ 108,188.75
Checks and Payments 0.00
Deposits and Credits 365.71 (Dec. Interest)
Ending Balance $ 108,554.46
Trust Money Market (General, Reserve, EP, &NW)
Beginning Balance $ 262,171.28
Checks and Payments 20,355.16
Deposits and Credits 842.84
Ending Balance $242,658.96
Trust General Money Market
Beginning Balance $ 150,104.14
Checks and Payments 19,924.90 (Transf to Capital Ck for final HVAC payment)
Deposits and Credits 6,082.24 (Nov Int & Transf from NW MM)
Ending Balance $ 136,261.48
Trust Capital Money Market
Beginning Balance $ 28,453.78
Checks and Payments 0.00
Deposits and Credits 0.00
Ending Balance $ 28,453.78
Trust Reserve Money Market
Beginning Balance $ 40,802.47
Checks and Payments 0.00
Deposits and Credits 0.00
Ending Balance $ 40,802.47
Trust Emergency Prep Restricted Money Market
Beginning Balance $ 22,508.91
Checks and Payments 0.00
Deposits and Credits 0.00
Ending Balance $ 22,508.91
Trust Neighborhood Watch Restricted Money Market
Beginning Balance $ 20,031.98
Checks and Payments 5,669.66 (Transf to Trust MM to cover ’24 expenses)
Deposits and Credits 0.00
Ending Balance $ 14,632.32
Trust Money Market Other $ 0.00
Checks and Payments 412.58 (Nov Interest Transf to Gen MM)
Deposits and Credits 412.58 (Nov Interest Deposited to M<M)
Ending Balance $ 0.00
Sum of QB Sub Money Market $ 242,658.96
Standing Committee Reports (Jim Braden)
Buildings and Grounds: Front doors are in place as of January 7th (estimated completion of January 9th). The extra NCC basement column reinforcement plates are also now painted and installed. The outdoor water system has been winterized. Water fountain issue on hold pending Board decision and FI Garden Club complete funding.
Nature Center (Ed Burrough): Wes King’s nature program being considered. The committee has three additional members (Karen Conniff, Brett Leedy, and Christof Irran). The committee has seven members in total that also includes Ed Burrough, Philip Craven, Terry Mace, and Tom Mann).
Emergency Preparedness (EP): We are doing a major review of EP. Block Coordination has always been a challenge and is getting the lion’s share of review. FI-Ready.Org has been open to the public since July. We are chipping away at simplifying the website. No update on the Medical Reserve trailer. Jim will write a plea to the proper authorities on EP acquiring that.
FIARC: As mentioned last month, we are looking into alternative means of having readily accessible FM radio messaging for Fox Island residents to monitor conditions during a major disaster. Further, FIARC continues to investigate better and more reliable ways for FI residents to get messages to out-of-area families to make them aware of conditions during a major incident. Use of STARLINK is one of the possibilities under investigation.
Other Items In the Works:
- The Board needs to address the identification/storage of documents and how they are accessed. One group would reside in a permanent repository as Howard set up for us in 2018 with Board access but limited edit permission for basic documents such as deeds, contracts, bylaws, resolutions, recorded policy (all dated).
- Another group of documents called “active projects” could go into Monday.com for monitoring and assignments
- Where to sequester completed projects (which Jim has for capital projects in pictures/paper form and Hal in financial document form) needs to be considered.
- The new website contains the minutes of all Board meetings (past, present, zoomed, etc.)?
- Retention of policy that applies even to non-director action (renter policy is an example that should also be in a permanent repository).
Previous/Ongoing Business
Audit Committee Update: (Joan Broughton) The committee of Joan Broughton, Candy Wawro, and Kelly Carmichael with Hal generally present to answer questions) is almost complete with the 2021, 2022, and 2023 audit. The committee will be prepared to present at the February 2025 Board Meeting. Once a compilation is presented to the FICRA Board, a written response is expected from the Board on corrections taken as they move forward.
Party With A Purpose: (Candy) A final undertaking of the menu is complete. Foods will be ordered frozen or prepared from Peterson’s Cheese and delivered to Harbor Greens for storage and defrosting. Delivery is expected February 19th with a check upon delivery. We are now in the process of acquiring silent and live auction items. The décor team is expected to meet next week for last minute needs. Ghostlight theater is offering some stage curtains for draping as necessary. Bartenders and runners are needed to host the bar and live auction event. Candy asked the Board to determine the final ticket price. After discussion, a motion was made by Arlyn and seconded by Peggy for a $65pp admission fee. The vote was unanimous, motion carried. A “save the date” postcard with ticketing information will go out to all residents the following week. Ticketing will run through TicketTailor website. Candy will draw up procurement forms for both the silent and live auctions.
FICRA Website Update: (Arlyn) A question was raised about FICRA’s ability to accept credit card payments for rentals as in the past. Previously, this form was on our old website but is not included on the new website. It was suggested that perhaps TicketTailor could also handle this function. Candy will test with upcoming clients.
Philanthropic Committee Update: (Craig) No update currently.
FICRA Outside Street Signage (Craig/Jacob): Craig mentioned that we need a sign with height to see over parked cars. We will also need a Pierce County permit. More information needed.
FICRA Nature Center Signage: (Wes) FICRA should have matching signage at the Nature Center. Our nature center committee are considering the proposal. No update currently.
End of Year Update Letter: (Wes) A letter was sent thanking our community for their support as of December 2024.
Ghostlight Theater Proposal: (Candy) Ghostlight Theater would like to once again rent the Nichols Community Center space when other groups are not using it, or we do not have a rental. They would like to begin rehearsals for “Steel Magnolias” in February with performances the first two/three weekends in May. Rental fee would be $1000/mo. with $1,000 paid in February before rehearsals and the remaining fees at the end of their performance schedule. Hal mentioned that he had budgeted $1000/mo. but it looks like now it will be only during the months of rehearsals/performances. Hence, if we continue in this manner, the 2025 budget will need adjustment. Wes made a motion that Candy draw up a new contract for Ghostlight Theater and place the proposed contract on Monday.com for Board members to comment. If no comments or adjustments are needed, Candy can send with the proposed payment schedule. Arlyn seconded the motion. Vote was unanimous, motion carried.
Virtual Coffee Calls: (Wes) Wes made a proposal that we meet on the Thursday between FICRA Board meetings on zoom so that the Board has ample time to discuss issues prior to official Board meetings. Wes will send out the zoom notifications. Zoomed meetings will begin at the same time as regular Board meetings at 7:00pm and, hopefully, will run an hour or less.
New Business
Water fountain placement and maintenance reserve amount requested: (Wes) The Board meeting was temporarily paused to physically look at possible placement of the water fountain proposed by the Fox Island Garden Club. Representatives of the Fox Island Garden Club and FICRA Board members decided on a placement at the corner of the building, next to the deck side. A maintenance fund of $10,000 will be placed in restricted funds to be held until the funding is depleted. Said water fountain is fully funded by the Fox Island Garden Club and will be greatly appreciated by our community (especially the youth sports). Hal mentioned that we are holding approximately $1100 that was previously collected at the Cisco presentation. Should that be returned to the Fox Island Garden Club? Members present said they would check with their leadership.
Proposed Budget for Adult and Children’s Egg Hunt: (Wes) A $1,000 budget was proposed for both activities. Hal mentioned that he already budgeted $1200 as in years’ past. No further action is needed. This year FICRA purchased empty eggs for approximately $425. The Young Men’s Service League is prepared to stuff the eggs (FICRA buys the candy). March 23rd has been set. FICRA will purchase pizza and drinks for that date.
Fox Island Mutual Water Discussion (Craig): Craig discussed that numerous islanders’ fire insurance escalated considerably. Much of the discussion had to do with either water pressure from hydrants or the capacity to fight fires appropriately. However, when Fox Island Water was contacted about their input, FICRA was told that no one from Washington Surveying and Rating Bureau had contacted them for any resolution or possible fixes to the situation. Hence, there may have been inaccuracies construed by Pierce County. Craig is further investigating.
Baseball/T-ball Season: Caroline has once again volunteered to head up the T-ball for ages 5/6 and/or 7 and a youth baseball for ages 7/8 as a means of growing the success of last year. Both Wes and Caroline are working on inventory and what is needed. A registration will go out early February (before PenMet’s). Caroline will find all the coaches needed. Registration will be on our website until teams are filled. Hal mentioned that we have approximately $1200 from last year that should go back into the program.
Blood Drive: The American Red Cross would like FICRA to sponsor a second blood drive since the one in the fall was so successful. Item was tabled until after the Party With A Purpose.
Completed Policy for Conflict of Interest: (Craig) The following policy #2025-001 FICRA’s Conflict of Interest Policy was presented as below:
Article I: Purpose
The purpose of this Conflict of Interest Policy is to protect the interests of FICRA Building Trust (FICRA) a non-profit organization, when it is contemplating entering into a transaction or arrangement that might benefit this private interest of an officer, director, or key individual affiliated with the organization. This policy is intended to ensure that decisions are made in the best interests of FICRA and are not influenced by personal interests.
Article II: Definitions
- Interested Person:
Any director, principal officer, or member of a committee with governing board-delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.
- Financial Interest:
A person has a financial interest if they, directly or indirectly, through business, investment, or family:
- Have an ownership or investment interest in any entity with which FICRA has a transaction or arrangement.
- Have a compensation arrangement with FICRA or with any entity or individual with which FICRA has a transaction or arrangement
- Have a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which FICRA is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee determines that a conflict exists, in accordance with this policy.
Article III: Procedures
- Duty to Disclose:
In connection with any actual or potential conflict of interest, an interested person must disclose the existence of their financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board-delegated powers considering the proposed transaction or arrangement.
- Determining Whether a Conflict of Interest Exists:
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, they shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
- Procedures for Addressing the Conflict of Interest:
- An interested person may make a presentation at the governing board or committee meeting but shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
- The President of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- After exercising due diligence, the governing board or committee shall determine whether FICRA can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
- If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in FICRA’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction of arrangement.
- Violations of the Conflict of Interest Policy:
- If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or potential conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
- If, after hearing the member’s response and making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or potential conflict of interest, it shall take appropriate disciplinary and corrective action.
Article IV: Records of Proceedings
The minutes of the governing board and all committees with board-delegated powers shall contain:
- The names of the people who disclosed or otherwise were found to have a financial interest in connection with an actual or potential conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest existed.
- The names of the people who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Article V: Compensation
- A voting member of the governing board who receives compensation, directly or indirectly, from FICRA for services is precluded from voting on matters pertaining to that member’s compensation.
- A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from FICRA for services is precluded from voting on matters pertaining to that member’s compensation.
- No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from FICRA, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Article VI: Annual Statements
Each director, principal officer, and member of a committee with governing board-delegated powers shall annually sign a statement which affirms that such person:
- Has received a copy of the Conflict of Interest Policy,
- Has read and understands the policy,
- Has agreed to comply with the policy, and
- Understands FICRA is a chartable organization, and in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Article VII: Periodic Reviews
To ensure FICRA operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
- Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s-length bargaining.
- Whether partnerships, joint ventures, and arrangements with management organizations conform to FICRA’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further chartable purposes, and do not result in impermissible private benefit or in an excess benefit transaction.
Article VIII: Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, FICRA may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
This policy is effective as of January 9, 2025. All FICRA board members are expected to adhere to and support these guidelines within their role(s).
Craig made a motion to approve the policy as stated above. Hal seconded the motion. Vote was unanimous, motion carried.
Pending Business:
- Scholastic Scholarship (February) – Arlyn
- Policies in Draft: Treasurer Position Policy, President Position Policy, Vice-President Position Policy, and Project Manager Policy (Wes)
Motion to Adjourn: Wes made a motion to adjourn. The motion was seconded by Hal. Vote was unanimous, motion carried. Adjournment 8:53pm
Minutes respectively submitted by Candy Wawro