December 16, 2020

Bayport Marina Association

Board of Directors Meeting Minutes

Combined Meeting / Conference Call

December 16, 2020

This BMA Board meeting was conducted via Zoom video conference call pursuant to the Emergency Executive Order 20-04 Providing for Temporary Closure of Bars, Restaurants, and Other Places of Public Accommodation issued on March 16, 2020.

Call to Order

1. Call to Order/Opening Comments

2. The BMA board meeting was called to order at 6:33 pm by the Commodore, Tore Detlie. It was confirmed that a quorum was in attendance for approval of business items.
   1. Tore noted that there are still no staff members that have contracted COVID.

3. Business Meeting
   1. Approval of October 2020 Minutes. Curt noted a number in the financial section needed to be changed, Kori noted it to be corrected.  Bob made a motion to approved, John seconded, unanimous approval.

4. Financial Review

Profit and Loss Budget vs Actual – November 2020:

• Total Income: $159,431; +$1,464 vs budget; +13,324 vs last year
• Total Expense: $130,867; -$20,179 vs budget; -$34,856 vs last year
• Net Income: $16,516; +$22,827 vs budget; +$48,593 vs last year

Balance Sheet as November 30, 2020:

• Total assets: $5,443,365; +109,191 vs last year
  • Cash is $615,149
• Total liabilities: $429,179; -$105,501 vs last year
  • BMRP loan balance is $393,279

AR Aging Summary as of December 16, 2020:

• Total A/R Balance: $34,543
• Over 30 days A/R balance: $13,727

5. Marina Operations – General Update
   1. Kori commented on her review and thanked everyone for appreciating her. Great job!
   2. Kori is in process of completing reviews. This has led to productive discussions with the staff, etc. It is notable that some new ideas are being presented by the employees due to the open discussion.
   3. We are about halfway through the winter work. Staying on track even as boaters are adding additional work in some cases.
   4. Siding on the East wall is on schedule for completion by the end of this week. The crew will start on the South wall after the New Year.
   5. Kori contacted by a current renter, Mickey Kieffer, talked to Kori about purchasing the slip he is in. The board voted to sell the C Dock slip to the Kieffer’s, due to having purchased back a slip in 2018, so this would have net effect on owned slips.
   6. Every slip for next year is filled by owner/rented. Five slips have been rented on D dock for the 2021 season due to overcapacity.

6. New Business
   1. None
7. Old Business
   1. Review of Shareholder’s vote to begin Negotiations with Group 41

Vote passed at: 75% yes, 14% no. Some people said we should liked an abstain column. Discussion on abstain vote for the future that we should consider. Action: Kori will review with Bill Kranz as to what “abstain” would mean in a final shareholders vote. The question is, would it be counted as a “no” vote, or would the number of total votes to be counted be decreased by the number of “abstain” votes?

1. Property Committee Update

• 12/4/20 Tore sent an email to the entire BOD confirming there was >2/3 support from the shareholder to allow the BOD to start negotiating a price with G41 and gave the Property Committee green light to plan the next steps.
• Property Committee member Bob Reilly sent two emails to G41 with no response.
• The Property Committee decided to bring Rachael Harvey into the committee to help plan and contact G41 through her connection as a real estate agent working with Kathleen MacDonald who is the mother of the owners of G41. Rachael reached out to Past Commodore and 2019 property committee chair, Brian Slawik, who suggested we should get approval for loan, assessment and then provide an offer. The property committee decided that before we spend a lot of money on appraisals, we need to figure out what the bottom line is for G41.
• Jason Fabio initially tried to make contact to no avail. Rachael was successful in making contact with Kathleen MacDonald (owners’ mother) who forwarded our request for a meeting regarding potential for us to buy the restaurant property. After her talking to her son, she replied to Rachael that no meeting was needed, they just wanted to know our “number” was.
• Property committee together with Rachael and Tore discussed options of what our offer would be to G41. Based on our previous financial analysis and to be taken seriously by G41 the mutual decision was to offer $900,000. This offer was communicated to Brett MacDonald via his mother on 12/16/20 including a letter from Tore clearly stating that the offer was our upper limit and contingent upon 2/3 shareholders’ and bank loan approval.
• Jason Fabio indicated the $1.5 request from them initially may have changed. They previously said not to speak with them if our offer was not $1.5M, but it appears G41 may be considering our current offer.
• The Property Committee will continue the negotiations with G41 and keep the remainder of the BOD updated with any developments. A couple of BOD members expressed surprise that the $900.000 was made by the property committee without discussion by the entire BOD. The importance of full transparency regarding any negotiations with G41 to the entire BOD was expressed. Any offer above the current $900.000 will need review and approval by the entire BOD.
• It was suggested that we may want to review an appraisal of the marina and how it affects the full value of the marina with, and without the G41 property.
• There were concerns expressed among board members about loan to value ratios. Discussion indicates that an appraisal would be in order. See Action Item for Kori below.
• Action: Need to get appraisal to see what the loan to value is and discuss loan opportunities. Also, appraisal to see what value of marina is with or without this property. (Kori to discuss with the bank)
• Action: Running new numbers with $900,000 purchase with no revenue generated from the property. (Kori)
• Action: Work needs to begin on a business plan. The shareholders clearly asked us for a business plan. This will happen after we hear from Group 41. (Property Committee)
• Action: Business plan will have to include the financial impact in addition to the purchase of the property (R&M after the purchase, etc.).

Discussion around LLC possibilities.

8. Adjourn – Tore motioned to adjourn at 7:56 pm, seconded by John Gagich. Adjourned at 7:56 pm.