07-25-19 - BOARD BOOK

Mr. Stanfield made a motion “to approve the May 15, 2019, 12:30 p.m., Special Board Meeting Minutes, as submitted.” Mr. Golber seconded the motion and the motion carried unanimously. Mr. Golber made a motion “to approve the May 16, 2019, Regular Board Meeting Minutes, as submitted.” Mr. Nelson seconded the motion and the motion carried unanimously. FINANCIAL MATTERS : Mr. Nelson, Treasurer and Chair of the Finance Committee, reported that the Community has a positive variance compared to budget of $37k; the Club income being favorable to budget by $3k, with the POA favorable to budget by $34k. Food & Beverage operations for both the Main Club and Beach Club and all POA departments finished the month favorable to budget. There was a brief discussion regarding the golf shop budget, in particular, liquidating and discounting older inventory. Mr. Nelson then reported on real estate sales; stating that the new fiscal year is off to a strong start with eight (8) new member closings and an additional seven (7) pending sales. RESOLUTION APPROVING BANK LOANS WITH WELLS FARGO: Mr. Nelson presented a Loan Summary and Resolutions to enter into a loan agreement with Wells Fargo. He pointed out that the Bank of America loan will be paid off as indicated in the Resolutions. After discussion, Mr. Nelson made a motion “to adopt the below Resolutions to enter into a Loan Agreement with Wells Fargo on the Clubhouse Construction project, subject to comments.” The undersigned Board of Governors (the “Governors”) of FRENCHMAN’S CREEK, INC., a Florida not for profit corporation (the “Corporation”) having held a duly noticed Board of Governors meeting on the 19th day of June, 2019, in the manner required by its Bylaws, have approved the following resolutions and have executed this action (this “Action”). This Action, shall evidence the adoption of the resolutions set forth herein. RECITALS WHEREAS, on April 17, 2019, at a duly noticed Members’ Meeting the Members voted by a vote of 318 approving and 229 disapproving to accept the proposed renovation and remodel of the clubhouse facilities and to permit the Corporation to obtain financing of up to $35 Million. (A copy of the notice, agenda, and minutes are attached as composite Exhibit “A” to this Action.); and WHEREAS, based on the authority provided by the Members in accordance with the provisions of the Corporation’s governing documents, the Corporation has requested and Wells Fargo Bank, N.A. (the“Lender”) has agreed to extend three loans (the “WF Loans”) in the aggregate principal amount of up to Thirty One Million Three Hundred Thirty Eight Thousand Three Hundred Eighty and 00/100 Dollars ($31,319,334) as follows: (i) A Construction Loan in the Amount of up to Twenty Seven Million Five Hundred Thousand Dollars ($27,500,000) for the renovation and remodel of the clubhouse facilities (“Construction Loan”); RESOLUTIONS OF THE BOARD OF GOVERNORS FRENCHMAN’S CREEK, INC.

(ii) a Revolving Line of Credit in the Amount of up to Two Million Five Hundred Thousand Dollars ($2,500,000) (“Line of Credit”); and

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