Vestry Meeting Minutes

October 26, 2009 (special meeting)

Roll Call:  Chuck Harrill, Sr. Warden called the meeting to order and took roll. Vestry attendees were:  Carl Beckett, Michael Cobb, Ted Guilford, Bob Underwood, C.A. Wallin, Jr. Warden, Virginia Helms, Carolina Villa, Mary Lou Layne, Bob Moore and Chuck Harrill, Sr. Warden

Staff present: Dick Warner, Priest; Vestry Clerk, Becky Underwood

Parish Member present: Harold Layne

Meeting called to discuss and approve LLC lease for the new building.

·        Prior to Parish lease business, Dick mentioned he would like for the “Ground Breaking” ceremony for the new building to be held at our upcoming Oyster Roast on Nov. 14 at 4:00 PM. The vestry agreed this would be a good time.

·        Harold Layne presented the “Cash Flow Chart” showing the relationship between the Fiduciary to the LLC and to Holy Cross. Moving funds from the LLC to Holy Cross, for construction of the building, will go to a joint bank account. The cash flow for the building invoices will be directed to the joint account, from the LLC, after Manager approval, and to the building committee for approval and then to Holy Cross for invoice payment.

·        Holy Cross (HC) will make lease payments to the LLC on a monthly basis, which will go back to the investors of the LLC.

·        Bob Moore asked if the contractor invoices would be handled as a standard construction loan, such as “draws”. Harold Layne said some vendors will be paid with “draws”, but others will be paid with checks, such as deposit for the pre-fab building. The grading and dirt work will be paid out as the contractor presents the invoices. The building committee will monitor these payments with 10% - 20% being held until end of work and final inspection for the work.

·        Harold stated that only one approval signature is needed from the LLC, for the building invoices. The vestry agreed that two approval signatures will be needed from HC for invoices. Harold asked the vestry to give the HC building committee authority and approval to start building the new church. Dick Warner suggested that one of the signees for HC be a person from the Parish, but separate from the vestry, but also a member of the building committee. Michael Cobb moved to elect Harold Layne as that person. Bob Moore seconded the motion and it was approved unanimously. The two signees, for building invoices, for Holy Cross, will be the Sr. Warden from the vestry and Harold Layne from the Parish and building committee. Darrell Johnson, HC member and LLC member, has agreed to be the interim manager of the LLC and the signee for the LLC until a permanent manager is appointed by the LLC members.

·        Chuck Harrill asked the vestry to approve the lease agreement tonight. He reported that the first lease payment will be a manual payment staggered and prior to February 1, 2010. Therefore the lease agreement covers prepayments for the three months prior to February.

·        Michael Cobb asked why the first two years of the lease payments are lower than the last eight years. Chuck explained that the first two year’s payments will be interest only. This was agreed upon with the LLC to help HC retain funds for a full time rector. Michael also pointed out a couple misspelled words and Chuck said those have already been corrected. The copy he brought to the vestry was a draft copy. Harold Layne talked about “triple net” which states HC will be responsible for property and liability insurance, taxes, etc...

·        Ted Guilford mentioned that item 12 states “sub lease” requirements and wondered if the term there should be “rent”. The consensus was “no”.

·        Chuck reminded the vestry that the lease presented tonight is a draft and is subject to change when we receive the arbitration clause from the Diocese. Virginia Helms made a motion to approve the terms and conditions of the lease draft, subject to any addendums required by the Episcopal Diocese of East Carolina. Michael Cobb seconded the motion and it passed unanimously. Chuck Harrill will sign the lease, as the Sr. Warden of Holy Cross Episcopal Church.

·        Bob Underwood moved the vestry to consider the following motion regarding not encumbering the Diocese with our lease and to get it into a matter of record with the vestry minutes. The motion being “In reference to our building plans, as submitted, that it is the desire and stated intentions of our Holy Cross Episcopal Church not to encumber the  Episcopal Diocese of East Carolina with any indebtedness. We will not hold them liable in case of default on our Parish supported modular building lease. Charles Alfred Wallin seconded the motion and it passed unanimously.

Chuck Harrill adjourned the meeting.