Date: May 15, 1993 Time: 11:00 A.M.

 Location: Dietrich Residence, Lot 27, Lakeshore Woods

 1. The President, Guy L. Siebold, formally opened the meeting about 11:30 A.M.; his opening remarks included welcoming the Members in attendance, thanking Frank and Christine Dietrich for allowing the use of their residence for the meeting, and discussing the Agenda for the meeting.

 2. For a quorum, 10% or more of the lots needed to be represented. Representatives were at the meeting from Lots 1, 2, 7, 8, 9, 10, 19, 24, 27, 29, and 43, which accounted for 21% of the lots. Therefore, it was determined that there was a quorum.

 3. For proof of notice of the meeting, the Secretary-Treasurer, James A. Youngquist, indicated that he had sent notices in a timely manner to all Association Members of record, following the By-Laws. Neither Members in attendance nor Members not in attendance claimed any lack of proper notice. Therefore, it was determined that proper notice was given.

 4. The President presented the Minutes for the previous (Third) Annual Meeting of the Association, May 16, 1992. These Minutes were sent to all attendees of that Third Annual Meeting and were available to Members at the current meeting for inspection. Reading of the Minutes was waived; they were unanimously accepted by the Members as written, without corrections or additions.

 5. The Secretary-Treasurer presented his financial report, which was accepted by the Members. He stated that the Association was in good financial shape and provided a handout on the status of the budget. He noted that all dues were paid for 1993, except for one Member who was paying his dues in installments, with penalties.

 6. For this year, three Director positions were open, each with identical terms; three candidates applied for the positions: Craig Leopard, Guy Siebold, and James Youngquist. Given that several of the Members indicated that they had split their votes among the three candidates, insuring that each candidate had received at least one vote, the President entertained a motion that each of the candidates be declared elected as a Director without a formal count of the ballots. The motion was made, seconded, and passed unanimously; all three candidates were declared elected.

 7. The President noted that the Vice President's position may be the most difficult since it was broad ranging, required actual non-paper work to be accomplished, and was very unstructured. The Vice President, Jennifer Walsh, provided her report. She stated that the Vice President's job was one that could not be done by one person alone. She thanked everyone for the help they had given her. Vice President Walsh said special recognition was deserved for several people. Frank and Christine Dietrich had been very helpful and spent a great deal of effort nailing down pier boards with large sized nails. Dennis Luke had been very helpful in volunteering to handle dock assignments. Jay Youngquist was a special help in taking responsibility for ECC architectural approvals. Barbara Pelletier, new owner of Lot 24, offered that her husband, Raymond, was an engineer who could help with ECC responsibilities in the future.

 8. The Vice President stated that her biggest effort of the past year was working on a plan for common area development. She reported difficulties in getting timely responses from potential contractors. Jay Youngquist reported that he had talked with three outfits to discuss bids about planned improvements to the beach and boat dock area: Acme Landscaping of Culpepper, Emerald Acres of Louisa, and James Duerson of Louisa County. Duerson said that he was too busy with current work to prepare a bid. Acme bid the job informally at $50,000 and estimated the job could be done in 45-60 days. Emerald Acres provided an informal bid of $20,000. Jay talked with Emerald Acres to insure they were considering all the work we planned; they seemed to have included almost all of it in their bid. Some minor changes to our plans were suggested, e.g., that we include railings for the walkways. Joe Wooldridge provided input on cost estimates under the scenario that we used independent contractors for different phases of the work rather than one general contractor. His information, estimates of subunits of cost (about $13,000), was given to Jay by memorandum. Dennis Luke suggested that we pay James Duerson to give us a detailed estimate of what the job should cost and use that as a basis for comparing bids by other contractors. Jay said that he could closely estimate the lumber requirements but that the unknown costs would be associated with possible rock below the surface. Craig Leopard asked whether we had set a date for starting the work. Jennifer said that we have not yet set a start date but anticipate a start after Labor Day. Barbara Pelletier asked if copies of development plans were available; Jay agreed to mail her a copy. Barbara also asked if people spent much time in the beach and boat dock area. Dennis Luke responded that that was the case, especially for Members who did not yet have a house built at Lakeshore Woods. Bob Kahane indicated that we wanted to try to get a fixed price bid for the development construction work. Christine Dietrich suggested that to make some real progress we needed to get some actual detailed bids for the work; all concurred. The matter will be taken up further in the meeting of the Board of Directors after the Annual Meeting.

 9. The President suggested that we thank those who acted as the Directors for the past year. He particularly recognized the help of Katherine Clark in putting our original covenants and By-Laws into WordPerfect computer format. The Members gave a round of applause for the efforts of last year's Directors. The President suggested that there were four major areas in which we need to make progress in the coming year: paving Route 685, security, writing new covenants, and taking some concrete actions on further developing the common areas. The Members agreed that these were priority areas. Setting goals in these areas will be a topic in the following meeting of the Directors. The President asked for comments on the first draft of the proposed new covenants (which had been distributed earlier by mail to the Directors and by handout at the meeting to Members). Bob Kahane provided a number of detailed comments; others provided additional comments; Joe Wooldridge provided comments by memorandum. The President will discuss the matter further in the meeting of the Board of Directors.

 10. There being no further scheduled business, the President opened up the meeting for general questions and comments. Lorraine Roma noted that Jim Hogan's alarm at his house (Lot 53) had been sounding for 45 minutes and the Sheriff's Office had yet to respond. She implied that we should attempt to improve their response time. Others indicated that they had experienced a reasonable response after security alarms were tripped. But all agreed that security was an issue. Some favored putting up a gate at the front entrance. Barbara asked how she could get a slip at the boat dock for temporary use. Dennis Luke said that he would work with her to issue a temporary slip assignment. Jerry Roma stated that the main problem with security (break-ins and theft) is during the winter months, when few people are around. He has had three incidents since he built his house at Lakeshore Woods. He also was disappointed that the state had not yet paved Route 685; he had his windshield chipped from a loose stone kicked up by a passing vehicle. Frank Dietrich reported that a Deputy Sheriff had told him that a gate at the front entrance would provide some greater level of crime deterrence. Craig Leopard requested that when ballots are sent out in the future for voting for Director positions that the Association indicate more clearly the number of positions that are open to be voted upon. The number of open positions and their terms were described at the start of the section "Election of Directors" in the President's letter to Members, dated February 14, 1993. This was not fully repeated in the voting directions which came with the ballots.

 11. The President asked if there were any additional business, questions, or comments. There were none. A motion to adjourn was make, seconded, and passed unanimously. Adjournment was at 12:35 P.M. Excellent food and refreshments were subsequently provided by the Dietrichs.