Date: May 14, 1994 Time: 11:00 A.M.

 Location: The Pavillion, Beach and Boat Dock Area,
Lakeshore Woods Subdivision

 1. The President, Guy L. Siebold, formally opened the meeting about 11:10 A.M.; his opening remarks included welcoming the Members in attendance to the "historic" fifth Annual Meeting, thanking Jay Youngquist and Frank Dietrich for their extensive efforts towards improving the common area surrounding the pavillion, and discussing the Agenda (copies distributed) for the Annual Meeting.

 2. For a quorum, 10% or more of the lots needed to be represented. Representatives were at the meeting from Lots 1, 2, 8, 9, 22, 27, 29, 34, 43, 46 and 47, 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 (Fourth) Annual Meeting of the Association, May 15, 1993. These Minutes were sent to all attendees of that Fourth 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 1994 budget, a description of past budgets, and past average annual income and expenditures by line item category. Lee Rubien (Lots 46 and 47) questioned whether all the expenditures were really necessary. She stated that she did not understand why annual dues were so high and why they could not be significantly reduced. The President responded that the budget handout gave the details about why the money was needed and where it was spent. He noted that the developer only completed a basic level of development; further development of the common areas (e.g., fencing, signs, planting, and the current decking) was warranted to make Lakeshore Woods competitive with other communities around Lake Anna. Annual dues ($320) amount to only about 1-2% of the value of most access lots and only about .3-.5% of the value of waterfront lots (land only, without improvements). The budget is the means to obtain the services and goods needed to maintain property values and ensure the quality of life Members expect in the Subdivision. A high quality environment will encourage Members, whom we would like to have as neighbors, to stay or buy into the Subdivision. The Board of Directors is trying hard to contain costs, e.g., by combining the Secretary and Treasurer officer positions and by doing much of the work around the Subdivision itself. The President did admit that some things were done which turned out to be futile, such as the attempt at grass seeding (hurt by the subsequent drought) and trying to establish a Member-requested sandy area near the water for a "beach." These attempts were not successful for a variety of reasons, including inexperience and turnover in the Board of Directors. Nonetheless, overall Members benefit directly and indirectly from the effective and efficient functioning of the Association, which costs money.

6. Jay Youngquist speculated that the improvements at the beach and boat dock area increased the average value of lots by $1000. Bob and Elizabeth Lebold (Lot 22) commented that they were impressed with the Board of Directors and the quality of the environment at Lakeshore Woods. While they wouldn't mind if the annual dues were lowered, they felt that the costs were much more reasonable than the costs were in their area in New Jersey. Jerry Daughtry (Lot 34) stated that he was somewhat in the middle in his views; while he would like to see costs contained, he felt that Lakeshore Woods does and should look good as a development. The President invited Members attending the Annual Meeting to talk further about this issue after the Meeting was over.

 7. For this year, three Director positions were open, each with identical terms; three candidates applied for the positions: Robert Kahane, Dennis Luke, and Joseph Wooldridge. Given that several of the Members indicated that they had voted and split their votes among the three candidates, insuring that each candidate had received at least one vote, and that there were no nominations from the floor at the Annual Meeting, 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 for three year terms.

 8. 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, Frank Dietrich, provided his report. He stated that he had replaced most of the nails that had popped up in the boat docks with screws. Frank also showed the photo album which he put together showing the progress in development of the beach and boat dock park area. Lee Rubien asked about slip assignments for the boat docks. She was referred to Dennis Luke, who stated that he could tell her her slip assignments. Dennis also reported that there had been no action concerning the slips since the last meeting, but some Members were requesting slip assignments on a temporary basis. The President offered his slip for the current season if that met Member needs. Jennifer Walsh said that she had no problems with giving use of a slip for her renters since she had two lots and, hence, two slips assigned. The President noted that Lot Owners renting their property should address slip access in their lease and that an Owner should not be trying to allow renters access to his slip while trying to use it or another one himself.

 9. The President passed out envelopes containing the final version of the proposed new Declaration of Protective Restrictions and Covenants, a letter from him describing the new Covenants and actions needed by Members, and an approval form to be signed and forwarded to the Secretary-Treasurer. He went over the history of the effort to re-do the Covenants over the last three years, including questionnaires and copies for comment sent to the Members. The final version was written after review and comment by the attorneys for the Board. Jay would send envelopes to those not attending the Annual Meeting and enclose a postage paid envelope addressed to him which Members can use to send in their approval forms. Some discussion ensued. Jerry Daughtry, in particular, sought how the proposed new Covenants would treat allowing the use of vinyl siding. The President went over the relevant paragraph and how the ECC would have the authority to approve vinyl siding if were an improvement in material technology and represented an upgrade in quality. Bob Lebold said that, in his opinion, vinyl siding was the superior material to use and the most environmentally appropriate.

 10. The President noted that Route 685 was still not paved; he attributed the lack of progress to the inclement weather this winter. He would look into the matter further to insure that the paving was still scheduled by the Department of Transportation.

 11. There being no further scheduled business, the President opened up the meeting for additional general questions and comments. Kathy Youngquist stated that the Members should be aware of the extensive time and effort that Jay contributed to the beach and boat dock area improvements and that these were contributed beyond the call of duty and at the expense of his family and friends. Christine Dietrich noted the same about Frank Dietrich. The President concurred and offered that if we were in some countries, both Jay and Frank would be declared to be "National Treasures." A solid round of applause was given spontaneously for the efforts of both these officers.

 12. The President asked if there were any additional business, questions, or comments. There were none. A motion to adjourn was made, seconded, and passed unanimously. Adjournment was at 12:20 P.M.