Board Member Larry Cunningham called the special meeting of the Lake Sans Souci Property Owners to order at 7:00 PM. Meeting location was Pro Shop/Club House at the StoneRidge Golf and Recreational Community in Blanchard, Idaho.

Larry Cunningham opened the meeting by reading the October 2, 2001 letter sent to all Lake Sans Souci Property owners outlining the objectives of the meeting. Larry Cunningham read Pages 5-6, paragraphs 2-7 of Lake Sans Souci Property Owners Articles of Incorporation. Paragraphs cover Special Meetings, Place of Meeting, Notice and Quorum requirements.

Jerry Littlemore asked Larry Cunningham who the secretary was on the Board. Larry replied that Susan Stewart submitted her resignation letter from the Board dated May 16, 2001. Larry also stated that President Keith Garner had also resigned.

Property owner Roseanne Decker questioned validity of filing of incorporation with State. She stated that some of the board members listed in the filing were no longer valid board members as Larry had "just admitted." Larry stated that these were the board members to the best of his knowledge. Ms. Decker responded that this was not true since Larry just stated that he had received the Secretary’s resignation letter back in May. Discussion and questions took place between a few property owners on the validity of the state refilling (Lake Sans Souci Property Owners annual filing of "Annual Report Form" with Secretary of State) and whether the corporation was still in existence. Larry Cunningham stated that even if incorporation had expired by virtue of non-reporting of the annual report, the property owners association still exists and therefore as a partnership versus a corporation the meeting can still be held. Motion was made to proceed based on the fact that it was a legitimately called meeting (reference Pages 5-6, paragraphs 2-5.) and was seconded. Based on hand-held vote count, the majority voted to continue. (NOTE: Names of property owners making the motion and the second were not captured).

Property Owner Joe Fenske asked that his letter dated October 14, 2001 and faxed to Larry Cunningham, Board Member of Lake Sans Souci Property Owners Association, Re: Objection to October 15^th Meeting Of "Stoneridge Homeowners Association" be read and recorded into the minutes. Letter was read aloud by Larry Cunningham and is incorporated as part of this recording by attachment.

Larry Cunningham then walked through why the meeting was called and the voting/ballots. He stated that the objective was to take the existing CC&R’s, amend them to allow expansion and create a Master Association and allow sub-associations. Comments were made by several attendees that they were confused based on the prior comments during the meeting regarding the legality of holding the meeting, whether the October 2, 2001 letter clearly stated the purpose of the meeting, that only board members ballots and not ballots for acceptance/non-acceptance of proposed CC&R’s and Master/Sub-Association structure were included and whether we could proceed.

An attendee, Dave Cassel, having spoken several times during the course of the meeting was asked to identify himself and the lot number that he owned when he asked permission to speak once again. Mr. Cassel stated that he was not a property owner and was speaking on behalf of the Decker’s. Since Mr. Cassel is not a property owner and the Deckers were present at the meeting, he was asked to refrain from making comments.

John Galley asked whether the old association still exists. The answer was "yes" it still exists.

Russ Minnick, representing CDS Investments, as Class A owners within Lake Sans Souci, stated that we have not had a functioning association in the past; that all property owners are liable for not functioning as an association and individuals can be sued. He stated that he has no intention of continuing to be open to a lawsuit.

Jerry Littlemore asked for clarification—are we amending old CC&R’s, electing a new board and then incorporating amendments. Larry responded that we are electing a new board for the existing Lake Sans Souci Property Owners Association. If the new Stoneridge Master Association passes, then the elected boards will become the board for the new master and sub-associations and the amended CC&R’s will be adopted.

Property owners Eric and Carrie Johnson stated they support moving on.

Someone asked (name not captured) Roseanne Decker what is it that she wants. She stated that she doesn’t want to be part of the developers properties and that we can be separate and run our own association.

Roseanne Decker asked the question as to whether Keith Garner deeded the streets to the association, as she could find nothing in writing. Russ Minnick clarified that presently CDS Investments owns the streets and the common areas. CDS will transfer/deed the streets when association accepts them. Roseanne Decker stated that she didn’t feel we should have to pay for the streets or the common areas since we didn’t own them.

Larry Cunningham stated the need to move to voting for the slate of board member candidates. It was brought up earlier that the Lake Sans Souci documents provide for 9 board members and Roseanne Decker asked that the nine (9) votes be allowed. All agreed to this.

John Galley stated that he wants to ensure we follow the rules so we are not in violation and can we, in fact, vote.

Russ Minnick stated that at prior meetings the question was asked specifically whether the property owners wanted to move forward and the answer was yes. He stated that Lake Sans Souci has no bank account, no dues, no board operating. Unless a functioning association is up and operating by the end of the month he will sue everybody individually. He is a property owner and wants to be a part of an association.

John Galley asked why we just don’t go back to the way we were and reestablish Lake Sans Souci. Larry Cunningham stated that this was tried over 2 years ago and was "shot down". No one has ever stepped up to the plate to run it, collect dues and deal with legal issues. It would be left to the few residents to handle all of this and no one has shown a willingness to do this.

Larry asked the question—"Do we move forward or stay with the old association." Charles Thompson said, "Let’s move forward" and this was met with resounding applause.

Russ Minnick made a motion that a "show of hands" vote be taken to ensure there is a clear majority to move forward. This was seconded but name was not captured. There was one vote per lot with the results of: In Favor 24; Opposed 8. Motion passed to move forward. NOTE: Lots owned by CDS/StoneRidge Land were not included as they chose to abstain from this vote.

Election Board of Allan Thompson, Joice Vogrig, Fred Ghio, Brenda Brown and Eric Johnson was formed to tally the votes of the ballots. Ballots cast were for Master Board Members, Sub-Association Board Members (either Lakes or Forest) and adoption of Master and Sub-association CC&R’s. When the adoption of the Master, Sub- Associations takes place then the boards (Master and Sub-) will take effect. The members elected for the Board are the newly elected Board Members for the Lake Sans Souci Property Owners Association. If the proposal is adopted (Master/Sub-Associations) then this Board will become the Master Board for the StoneRidge Association.

Steve Zoet stated he felt he was being threatened by Russ Minnick if he didn’t vote to adopt the new Master and Sub-Association CC &R’s. Russ clarified that he stated if there were no functioning association by the end of the month he would sue. He never stated it had to be the proposed association.

Ballots were cast with the results as follows:

Charles Alford made the motion to adjourn the meeting. Motion was seconded but the name was not captured.

Meeting was adjourned at 9:00 PM.

ATTACHMENT: Letter dated October 15, 2001 from Joseph Fenske and Michel Fenske

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I was asked at the beginning of the meeting to take notes and I agreed to do so. However, I am not a Lake Sans Souci Board Member and agreed to do this as a favor to the attendees. The notes taken were to the best of my ability given the volume and pace of the discussions. Since the entire meeting was video taped by a family member of Larry and Roseanne Decker, any discrepancies can be clarified by review of the original tape.

Gail Weaver

SPECIAL NOTE:

To ensure accuracy, the newly elected Board performed a recount of the Lake Sans Souci Property Owners Association/Stoneridge Master Association ballots that were turned in at the meeting. A discrepancy on the count of those in favor of the adoption of the StoneRidge Master Association was identified. The current Covenants allow for 90 days for ballot submission.

Recount was as follows: 111 In favor of adoption; 1 No for adoption