Walden Pond Homeowners Association Special Meeting

February 15, 2006

McMannen Methodist Church

Board Directors: Gwen Cowan, Thomas Humphreys, Don Barry

Attorney for the HOA/Board: Dieter Mauch

Board Officer/Secretary: Sarah Wright

Property Agent: Phyllis Cone

Gwen Cowan called the Special Meeting to order at 6:30 p.m. and described the purpose of the meeting as (1) to vote on a proposed amendment to the Bylaws and (2) to fill two directors' positions (Gwen Cowan and Thomas Humphreys). The Agenda for the meeting is attached as Attachment #1. A quorum of homeowners (and proxies) was determined to the present.

The second order of business was to vote to amend Article VIII, Section 1 of the Bylaws (Attachment #2). Don Barry read the proposed amendment. Dieter Mauch provided additional information and clarification regarding the proposed amendment change and the proposed modification of terms of directors should the amendment pass. Further questions and discussions followed. Ballots (Attachment #3) were distributed, collected, and counted. The proposal to amend the bylaws and modify the terms of directors failed.

Election of Directors was next on the agenda. Previously, the Nominating committee made nominations for the two (2) director seats to be filled – Gwen Cowan and Edison McIntyre. Nominations were also solicited from the floor. Nancy Lorey nominated Laura Atkinson for Board Director. Laura Atkinson and Edison McIntyre read their prepared statements. Ballots (Attachment #4) were distributed, collected, and counted. The two new Board Directors, to serve terms through 2006, are Laura Atkinson and Edison McIntyre.

Meeting was adjourned.

Minutes respectfully submitted by Sarah Wright, Board Officer and Secretary