August 29, 2023 Newsletter
MINUTES
Ginger Quill Ranch Board of Directors Meeting
August 29, 2023, 6:oo p.m. MDT
Meeting via Zoom
Board Members Present: Doug Antczak, Chip Bates, Chad Cox, Adam Jaspers, Betty Stewart
Others Present: Mary Harpold, Daryl Billings
Approval of Agenda: MSP to Approve Agenda
Consent Agenda Items:
1. Caretaker’s Report: The cows were moved to North Pasture at the end of July. They are looking good. They may stay until October if the grass and weather holds out. Summer season has been busy with lots of families staying in the Big House. Summer rains have kept the river at a nice level. Just a reminder to stockholders that our trash company does not take paint. If you have old paint, you will have to take it to Laramie or Fort Collins for proper disposal.
2. Treasurer’s Report:
· North Park Fire & Rescue – a collection was taken at the annual meeting and a donation was made to NPFR from Ginger Quill Ranch for $650 -- $500 from the Stewarts, $50.00 from the Spotts, and $100 collected as cash at the meeting.
· Special Assessment II – 37 stockholders have paid the $1,000 assessment. This will help keep the ranch solvent for the time being.
· Expense Projection for remainder of 2023 (4 months): Monthly Operating Expenses (electricity, trash, phone, fuel, payroll) @$3,000 + Monthly Insurance Premium (beginning October) $1,500 = $12, 000 + 4,500 = $16,500
· Cash on hand = $26,424
· Outstanding invoices owing = $36,175 (to Holsinger Law)
· Accounts Receiveable =$33,365
Ø $21,000 for Special Assessment II;
Ø $4,500 for 2023 Annual Assessment for stockholders on payment plan (due 9/1/23);
Ø $7,865 for 2023 Annual Assessment unpaid + late fees for 5 stockholders.
3. Roundup Riders of the Rockies: The Riders came through the ranch twice, going north on the 22nd of July and going south on the 26th. Imagine the sight of 150 men on horses and two pack mule strings zigzagging up the hillside toward the forest service access at the top of the ridge above the compound. Pictures and video will be posted on the “Blog” on our new website. Directors Chip Bates, Adam Jaspers, and Betty Stewart were invited to enjoy a chuckwagon dinner with the riders on the 26th. They met many interesting horsemen whose common love of the western tradition of horsemanship has bound them together for 75 years. They were also treated to a concert by neighbor Justin Howe of Gates Family Ranches, who played guitar and sang with his daughters. A plaque was presented to President Chip Bates as a token of appreciation for Ginger Quill Ranch allowing the riders to cross our ranch. The plaque has been installed in the Big House.
4. Sale of Share 46: The paperwork for the sale of Share 46 from Paul Pettit to Adam and Angela Jaspers is almost completed.
5. Sale of Share 19: Share 19, owned by Robert Peden, is for sale for $64,500.
6. New Committees: the Board created two new committees at their post-annual meeting on 7/23/23.
· The Website Outreach Committee, with its purpose to coordinate the use of our new website as a tool to improve communications among and between stockholders relevant to the improved use of the compound units and overall experiences on the ranch. Committee members are Adam Jaspers, Britt Simmons, and Angela Jaspers.
· Nominating Committee, with its purpose to codify and clearly communicate the process for recruiting and developing candidates to serve on the Board of Directors. The Board will ask Bob Warner and Bill Geer to serve as Committee members with Board member Chad Cox.
7. Insurance for 23-24: The insurance audit for coverage 2023-24 has been completed. Philadelphia. The corporation is covered as a “rod and gun club” with additional coverage for liability and cyber security. A rate quote is expected in early September, with the premium payment being due in October.
Unfinished Business
1. Pettine, et al v. Ginger Quill Ranch Update (Chad Cox): Partial Motion for Summary Judgment is before the Court. All of the final answers and disclosures are before the Court, so the Judge is in a position to make a ruling for summary judgment. This past week a motion filed by our GQR attorney, Jack Silver, and a response filed by the Plaintiffs’ attorney, Jeff Cullers. Those are just related to statements that Cullers made in his final response, so that may be the end of it. There may not be a need for any supplemental briefing, so we may be finished with legal expenses for the time being as we wait for the Court to act. Chip Bates asked if Chad had any idea as to the time frame for the Judge’s ruling. The Court has processed this case more slowly than usual, but considering all the documents and motions submitted in this case there is a lot to review prior to making a ruling. A final ruling may come down anywhere from one month to five months.
New Business
1. Email from Bill Massey re sale of Share 53: In emails submitted over the past month, Bill Massey requested that his Share 53 be taken out of the Shares for Sale portion of the newsletter. The Board responded asking that Massey notify the Board when he received a bona fide offer so that a 30-day notice of rights of refusal could be sent to stockholders. Massey then responded that his share has been sold to Luke McFetridge. The Board was surprised by this response because obviously the share has not been sold. Instead of completing the sale, Massey withdrew the sale of his share and chose to join lawsuits against the ranch. The last time the bona fide offer and acceptance process for Share 53 was started with Luke was in September of 2020. The Board responded to Massey with an email, that stated in part:
When you receive a bona fide offer that you desire to accept, like all other shareholders, you will be required to follow the terms of the License Agreement, including the corporate and individual stockholder rights of first refusal. A proposed buyer will be subject to Board approval.
The Board received an email from Luke yesterday. The Board will further discuss a response to Luke in the Executive Session. But Luke is not a stockholder. He participated in the bona fide offer and acceptance process, but the sale was not completed. He was never party to the license agreement. When Bill is ready to sell Share 53 (he has indicated that he will not sell until the litigation is settled), then he will have to proceed with the sale as any stockholder would according to the stipulations in the license agreement. Chip Bates asked for further clarification.
Chad further explained, the procedures required by the license agreement have nothing to do with Luke but have everything to do with Bill. When Luke made an offer to purchase Share 53 in September 2020, Bill accepted the offer and notified the Board. The Board then offered the opportunity to purchase the share to stockholders at that time. After the 30 days expired, no stockholder took the opportunity. The Board then interviewed Luke and approved of him becoming a stockholder so he could have the opportunity to purchase the share. He did not act on the purchase of the share at that time. That is what he was approved for. The sale of Share 53 did not happen.
Three years have passed since then. The requirements of the license agreement are that this process has to happen again. Luke wasn’t approved indefinitely to become a stockholder or indefinitely to purchase the share. Approval was made at that moment in time. The sale was not completed, the moment has passed. We’re in a new time. Bill said Luke withdrew his offer to purchase, and even Luke has acknowledged he withdrew from the sale. Chip added that, in the interim, the share has continued to be listed for sale, other prospective buyers have indicated a desire to purchase the share and made offers to Massey, and the price of the share has changed. It is very clear that the share has been on the market, and that the sale to Luke was a failed sale. Any new sale to Luke, at the time Bill is ready to sell, is a new sale according to the license agreement.
2. Storage of Ranch Equipment (Adam Jaspers): John Harpold approached Chip Bates with concerns that ranch equipment was not properly being stored and left to the elements instead of being housed in the Caretaker storage barn. Adam Jaspers and Chip Bates inspected the equipment and storage shed and spoke with Glen and Diana Hurt regarding this.
The ranch owns a lot of assets, equipment and buildings, scattered around the ranch. Over the past few years, the Board was able to preserve and renovate our greatest asset, the Big House. But has not taken any inventory of other assets and their condition nor discussed the way these items should be maintained or upgraded. The management and maintenance of ranch assets deserves a broader conversation by and between the Board, the Caretaker, and Stockholders about how we are going to improve and maintain assets on our ranch. For instance, which equipment requires storage inside in the summer and winter, which items are near end-of-life or failing. Where do we store equipment? What kinds of routine maintenance procedures do we follow regarding the tractor, the Caretaker house, septic systems and plumbing, replacing/repairing fencing, and updating compound units? We own equipment and facilities that have been neglected pretty routinely. The Board needs to create a maintenance and equipment replacement schedule. The tractor is junk and has been failing for the past few years. The snow blower has expired. The Deer Shed is in tear-down mode and full of junk.
John stated, “I want our equipment and facilities maintained, and what is the Board doing about it?” All stockholders should want that. Taking care of and upgrading ranch assets takes money, and we have none. Improvements, maintenance, and/or repairs to the Big House and duplex over the past three years have been made by donations from a small group of stockholders. But for the last few years, the Board has requested an increase in the annual assessment to allow for a budget that keeps up with inflation, as well as invests in the repair, replacement, and maintenance of ranch assets. Our current annual assessment is inadequate. We barely manage to pay operating expenses and have no reserves to help with emergencies like the Caretaker well going out or the Big House septic system failing. John may say he supports taking care of equipment, but when you look at who has supported annual assessments, there is a divergence. The majority of stockholders support an increase to make our ranch financially more viable in a way that would allow for the upkeep of assets. But any request for an increase has been blocked by a small minority of stockholders, including the Plaintiffs.
The Board acknowledges we have a problem with our tractor and equipment, and that some implements may be stored in one of the garage stalls. But divesting Glen of protected personal parking space is not a solution. Caretakers have come and gone at the ranch. We are so fortunate to have such a good caretaker who does most of the work really well most of the time. The job is so big that it is hard for anyone to take care of it most of the time. We need to think of ways to help and support Glen to do the best job he can in the least amount of time.
It was agreed that a general cleanup campaign is needed and would not be costly. This will be discussed further. To address the protection and replacement of our assets we need money. Several years ago, an operations manual was drafted. That document will be sent to Board members to review so this important discussion can continue at our next meeting.
3. Closing Compound for Winter: Adam installed the new system three years ago and has been managing the opening and closing of the Big House ever since. He has already purchased the supplies for this fall and will be closing the Big House sometime in October. The Jaspers are planning on spending Christmas at the ranch and will purchase supplies so that they can open the Big House for their stay in December and close it again when they leave.
Additional Comments to the Board: None
Executive Session: Past Due Accounts, Affidavit of Lost Certificate
Meeting Adjourned at 8:15 p.m. MDT
Next Board of Directors Meeting: November 7, 2023, 6:00 p.m. MST
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