Sunshine Acres Property Owners Assoc.

Special Membership Meeting

February 19, 2005

Meeting Called to Order 1:00 p.m. by President Dave Taney 

            Quorum established with 6 Board Members and 60 property owners present. 

            Dave Taney announced that this was a Special Meeting focused on the Mussel Beach Road Project and handed out a packet of information to those in attendance.  Dave asked people to only take one packet per property owner as he had made 50 copies and did not anticipate the large turn out.

              Secretary Kathleen DeStefano presented the minutes of the January 22, 2005 Membership Meeting.  H.L Font made a motion to accept the minutes as presented.  Marydee Countryman seconded the motion which passed unanimously.   

            The first item of business on the agenda was a review of the Mussel Beach Contract.  Dave Taney read through highlights of the contract with emphasis on the definition of a contract, the amount of money involved in the contract ($124,498), the obligations, payment schedules, insurance requirements, lien releases, written change order processes, and dispute resolution (arbitration).   

            Dave Taney turned the meeting over to Sam Mrakovich for a status report of Mussel Beach Road, after mentioning that a table by the entrance door had many photographs of the current condition of the road.  Dave also asked for a show of hands from those present, which had actually walked down the road.  A large percentage indicated that they had. 

            Sam advised that he was going to deviate some from the printed agenda.  Sam said he would touch on the events leading up to today and funding issues.  Sam thanked the attendees for the great turnout for an important meeting.  Sam asked for direction from the attendees for the Committee and the Board so that we could move forward.  Sam indicated that after his report he would answer questions.  Sam referred to a handout he had distributed and sections; a Statement of Facts, Financial Statement, and Funding Plan.  Sam emphasized that the funding plan would cover all costs within the 3 year dues extension that had previously been approved.  He also stated that we had learned that delays were expensive as costs had risen over time.  Sam said that the contractor was in the process of installing the drainage system and preparing the road base.  Unexpected problems had come up with the road base that the contractor was not required to address.  The design engineer had inspected the project and was pleased with how things were going and the contractor’s erosion control efforts.  Sam explained the costs involved with the sewer line repair.  Sam went on to discuss the Rock Retaining Wall.  He stated that the Beach Road Committee had determined the need for this $12,000 wall and that the third year of the three year dues extension would cover the costs.  The contractor did not want to work over a completed drainage culvert to do the job later.  Sam indicated that this would add to our funding shortfall.  The next item of discussion was the need for a crushed rock road base.  A Lakeside Paving representative had confirmed this.  The cost normally would be part of the paving phase and Lakeside had quoted $15,000.  Our contractor quoted $4,200.  Sam advised the attendees that the Beach Road Committee had decided to widen the road from 12 ft to 16 ft at a cost from the contractor of $873.  This would also increase our cost of paving later by 10%.  Sam stated that these changes would increase our contract amount to $ 145,497.50.  So far the contractor has been paid $89,658.00.  The remaining balance would be $ 55,839.00.  With a bank balance of $40,822.00 we will have a shortfall of some $15,000.  However, with prepaid dues coming in that figure is shrinking.  Sam said we have not jeopardized our paving budget.  $60,000 was budgeted for that.  Lakeside Paving is estimating $ 42,500 for 21,000 sq. ft. of paving.  Our contractor thinks he can do better and would like to bid on it.  We see the paving as do able in 2006.   

            Sam directed the attendee’s attention to the Beach Road Plan he had handed out.  He opened with a plan to address the financial shortfall.  The contractor has offered to finance it with a 7.5% simple interest loan, not compounded, no monthly payments, over 1 year’s time.  There would be no prepayment penalties. Irv Mortensen asked if this information was in Sam’s 3 page handout.  Sam said yes, but there may not be enough copies to go around.  Sam said his original figures show the loan amount to not exceed $20,000 but now we would not need over $15,000 and if enough advance dues come in we may not need any financing and this will be just a fallback situation.  Sam went on to give some examples as to how this would work and the costs.  Sam pointed out that a significant part of the plan encouraged property owners to make advance payments of the Beach Road part of their dues.  A full 3yr advance payment would be $225.00.  A stipulation of the financing proposal would be to roll the cost of the Rock Wall into the current project cost for the contractor’s participation.  Another part of the financing plan would be adding the cost of a crushed rock cap on the road for $4148.63.  Additionally we ask for a discretionary spending fund of $3000 for incidental items such as hay bales for erosion control.  Sam stated he saw now reason that this plan should not be accepted and that he believed that it would be back in the black and paid off by next fall.           

            Sam asked that the attendees look at page 3 of his handout for a list of the Beach Road Committee members.  He felt that these people had gotten the project to this stage and that they served at the discretion of the board.  He concluded his report and made a motion that the Beach Road Committee and the SAPOA Board be directed to adopt the Beach Road Committee Phase 1 Completion Plan as presented in today’s handout.  The motion was seconded by Larry Werner.   

            Dave Taney stated that the motion had been made and seconded, but he would like to table the discussion till after the other agenda items had been presented and we were in open discussion and all questions could be addressed.  Dave also pointed out that there were 2 sets of handouts.  One from the Board and one from the Beach Road Committee.  Dave referred back to the agenda and the Board’s handout and said that in addition to Sam Mrakovich being the Beach Road Committee Chairman, Barry Olson had stepped into Steve Ramsey’s position as the on site person of the Committee.  Dave pointed out that Barry had gone so far as to take the workmen lunch to keep things moving.  Dave said that Barry had put in many hours developing a 7 or 8 page Mussel Beach Planning 3rd Draft.  Dave pointed out that this is not something we’re going to do tomorrow.  It’s just an example of where we’re hoping to go or where we can go in the future.  This is a 2 or 3 yr downstream idea that Barry has put many hours into.  Dave then turned the meeting over to the Treasurer Irma Martin. 

            Irma Martin presented a special financial report specifically for the Mussel Beach Road Project Account.  Handout copies were available.  Irma stated that we began the fiscal year with $112,000 and SAPOA currently has 363 paid up members.  The unrestricted closing balance after expenditures available to the project was $ 40822.36.  Dave Taney pointed out that in the 2 sets of handouts, that both he and Sam had made the same error in their financial figures in that they had used a $4063 figure related to relocating the sewer line that should not have been applied to the project costs.  Sam went one way and Dave the opposite creating an $8000 spread.  The meeting presentations however, were correct. 

            Dave Taney announced that the meeting would now go into open discussion and that the motion made earlier by Sam was on the table.  Dave stated that anyone who wanted to speak should come forward, use the podium and remote mike, and limit themselves to 3 minutes or less.   

            Bill Andrew led off asking for education on the motion.  Bill wondered if it was proper for the chairman of a committee to make a motion.  Dave said he saw no problem with this situation and Sam indicated he was making the motion as a property owner. 

            H.L. Font asked the committee members to come forward and state what their qualifications were to make these proposals.  Sam Mrakovich responded that the plan was a simple financial plan that everyone faced everyday and that he had been an engineer with Boeing. 

            Barry Olson said he was a retired forester and had planned many fishery type projects.  He said he was familiar with environmental issues and was concerned with runoff from the project going into the bay.  Barry said that when he became involved in the project he saw a need for a detailed plan and that everyone had a right to see where their money was being spent.  He said he had spent 15 hrs working on his 3rd revision plan that was in the handouts.  He stated that this is my proposal and is not something we have to do.  He cited the picnic tables as an example.  Erosion control is something we need to do more of and the contractor has not been reimbursed for this.  Barry said he has 13 yrs experience writing plans such as this and 25 yrs in contract administration.  Barry said one of his reasons for writing his plan was to address the financial shortfall issue.  He felt we should have a goal for collecting $43,000 to complete the full project.  He outlined how many people would have to prepay their dues to reach that goal.  Barry again expressed his concerns regarding the water leaving the culverts.  Barry was asked a question from the attendees.  The person did not identify himself.  Dave Taney reminded the group that Barry had the floor and anyone wanting to rebut Barry’s contentions could come forward and do so.  Barry said questions were welcome and anyone could ask or send them through Dave Taney and he would reply.            

            Sam Mrakovich said that he wanted everyone to realize that this was maintenance project of the road and the drainage and does not include anything in the 200 ft from the shoreline zone.  There are a couple of little ponds there created by the construction activity and that the contractor had taken steps to address the runoff.  Sam also said the engineer felt that we were in good shape regarding any complaints lodged.  The whole idea is to improve the amount of sediment going into the water.  The engineer said he would stand behind our plan. 

            Tom Pysher said he and his wife had just moved here in September from Montana.  He is a licensed WA State licensed real estate appraiser.  He commented that part of his job is to determine the value amenities add or detract from real property.  He commented that due to the steepness of the road very few people will actually use it and if realtors show people the road they will be scared off.  Tom said people will like Diamond Point with or without the road and he didn’t give a hoot about it.  Tom brought up the Clallam County Planning letter of July 2002 where Bob Martin had authorized the Mussel Beach Road Repair.  Why wasn’t an EIS done and does this document gave us the license to do the work.  Tom stated that the letter says no expansion is to occur and we have just discussed widening the road from 12 ft to 16 ft.  Everett Stauffer spoke up and said let me try and answer you.  Everett said that we are still within the envelope of the Beach Road property and we have just traded some sloped bank for road surface and culvert.  The turnouts also have been modified to reduce damage to bank areas.  Everett said however, the Rock Wall is totally outside of this plan. 

              Brenda Newman said she is one of the ugly people that had gone to the county and had spent an afternoon there.  She had inquired if the wall needed a permit and a design drawing and had been told yes.  However, none exists.  She was told that several complaints were filed and that there would likely be an investigation by Clallam County.  Brenda questioned who had approved the wall and who purchased the rock.   

            Tom Powell spoke and said he was a contractor and had also gone to the county.  He had been advised that no paperwork existed relative to permits and if you do anything that impacts the water in the Strait or 200 ft from the shore you have to do environmental studies.  Tom is currently working on a similar project on Lopez Island in the San Juans and thousands of dollars had been spent on permits.  Tom said that in regards to the Rock Wall anytime someone does a change order it has to be signed before anyone purchases and installs materials.  Also if the contractor did not call for a locate before he broke the sewer line he’s liable and should have insurance to cover that. 

Dave Taney. spoke up and said that he had received a call last Tuesday from Catherine Woodahl regarding a Clallam County Planning Dept. meeting on Wed night that dealt with Sunshine Acres.  Dave had not but elected to attend.  The topics were unrelated to our project.  However, Steve Grey the Planning Director was there and one of the commissioners is Ron Bell.  Mr. Bell is an attorney who has handled legal matters for our plat developer Helen Dent.  Mr. Grey called the next day wanting to discuss our project and to schedule a meeting for next week.  Dave said he had no idea how the meeting would go and that the county could not locate a copy of the July 2002 letter.  Mr. Grey has indicated some grand fathering may be applied, but expansion, rock walls, and sediment may be issues.

Lew Morello introduced himself as a Board member.  Lew stated that if you want to do a job that you know absolutely zip about you hire someone who makes their living doing that job.  If they aren’t they’re probably not very good at it.  The Committee found a contractor that was willing to sign papers that says he can do it.  We’re half way done.  It’s looking good.  There have been some glitches.  There’s going to be change orders.  I don’t like surprises.  We have the wall.  It was not approved, but the experts say we need it.  I have confidence in the Board, confidence in the Committee. and confidence in the contractor because I know zip about fixing roads. I would like you all to have a little faith.  We have all worked hard and I appreciate that. 

Sam Mrakovich reemphasized that we had paid Clark Land 25,000 to engineer this road and investigate the need for permits.  They reported back to us that since this was a maintenance project no permits were required.  Regarding the wall I’m not sure, whether height or size is a factor.  I’m hoping it passes.  If we have to take a rock or two off we can.

           Everett Stauffer stated that the contractor had violated the 200 ft zone by smearing mud all over the landing area and had ignored stakes Barry Olson had placed to mark the zone.  If we’re in trouble down there it’s a contractor problem.  It’s not like he didn’t know.  The prints clearly outline the area.  In our discussion today we talked about a $4000 change order to place crushed rock on the road surface that’s already called for in the contract.  Everett cited the note from the contract that he felt spelled that out.  He also said the contractor could use CDF.  Someone asked what is CDF.  Everett explained it was a light concrete mix used to hold the culverts in place.  He also stated that the contractor had moved some rock from the banks onto the road and why should we now pay for more crushed rock to go on the road and cover the bank rock.  Everett feels this is all part of the contract.  It says he will do everything on this drawing except the paving.   

Judith Palumbo Gates said her main interest was environmental.  Regardless of what the contractor wants to do we have to act with integrity and do the right thing now and do more if needed.  Dave Taney assured her that we would follow Clallam County’s requirements as determined in the upcoming meeting.  Obviously we can’t all go so you will have to trust 3 or 4 of us to deal with this issue. 

Irv Mortensen asked if it would be appropriate for Ken Clark of Clark Land to attend.  Dave replied yes and that he would on Monday contact Ken, who he was sure would agree to do so.  Dave thought the first meeting with the County would be in house followed by an on site.  Hopefully all taking place next week.

H. L. Font said we have all heard of smoke and mirrors but he doesn’t believe what he expects from life only what he inspects.  The contractor can’t o anything he wants when he crosses into that 200 ft zone.

Cecilia Eckerson asked if the contractor had been invited to this meeting.  Dave Taney replied that to the best of his knowledge no.  He had not and when he asked Sam, Sam replied no also.  Don Pridham said that the contractor was smarter than to be here.

Barry Olson voiced his concerns about the 200 ft zone.  He said that when he inherited the job of the on site representative he expressed the need for settling basins at the base of the road to contain silt and erosion control measures needed.

              Sam Mrakovich elaborated on a couple issues.  The drawings produced by Clark Land clearly define the area at the end of the road and where work stops at the 200 ft mark and where the stilling basins are placed.  The culverts are actually environmental improvements.  The settling ponds Barry refers to are part of the 200 ft run out zone and would be addressed later as part of the water control process.  That whole area deals with the control and treatment of the water flow into the Strait.  Sam said he would like to defend the contractor a little bit.  When the contractor bid the job he was told by Clark Land in their plan that the road base was solid and that he could level the ruts with CDF.  The base turned out was not and a lot of various size rock including quarry spalls needed to be added to firm it up.  He hasn’t asked for reimbursement yet.  Our engineer has said the road base is really good now.  Sam felt that the contractor has been generous with us.  He was the lowest bidder at $125,000and the next was $140,000.  We’re getting a good deal for our money.

             Dave Taney said that his expertise was in the mechanical field and if someone asked him to overhaul an engine, it’s up to him to know what he’s getting into.  Dave also said the contractor had ample opportunity to put together change orders for additional funds and had not done so.  When the wall situation came up he could have used a change order and we could have negotiated a change in the contract approved, but he didn’t.  None of the change order procedures have been followed.  Dave said very few of us dispute the need for the wall.  Dave added that he gets letters that say the Beach Road is the greatest thing since sliced bread and get it done.  The next letter says it’s a money pit and forget it.  However, we are at the point of no return and can’t back up.  We must go forward.  We can dispute the quality of the contractor or lack of but the bottom line is how do we get from point A to point B.  We have some choices in front of us.  Sam has a motion in front of us to vote on.  Since the contractor did not follow procedures on the wall change order for $12,000 do we now accept his offer to finance the project at 7.5%.  A more gracious offer might be zero %.  Why should we pay interest on his mistake.  Why not pay for the materials now and the labor downstream. 

            Bill Andrew said a couple questions popped into his mind.  If the contractor did the rock wall work out of contract and we pay him, have we in effect then approved it.  Environmentally I have some concerns with the water discharge into the Strait and I think the County will make us do something.  If we pay the contractor we may be making ourselves liable.  Bill asked the attendees how many people think after this project is done, that they will be able to trailer a boat down the road and launch.  Some replied that they were currently doing it.  Bill said a boat of any size would be difficult and some boats had had launch problems.  Bill also questioned how many vehicles and trailers could the parking lot accommodate.  

Cecilia Eckerson introduced herself as a Beach Road Committee member.  She said that yesterday they had voted on Barry Olson’s presentation and it seems like he’s trying to highjack the committee, which he can have.  Dave Taney is part of the Beach Rod Committee and I don’t understand he didn’t discuss yesterday the payment options.  Barry Olson walks down the road and says the contractor is a good contractor.  Why didn’t Dave if he wanted to present a zero % option why didn’t he do that with us yesterday.  It seems like there’s a constant personality conflicts the Beach Road Committee and others rather than the project so much.  The contractor goofed and Barry’s down there to see that he doesn’t do it again. 

            Dave Taney responded, that the reason he didn’t present the zero % option to the Committee was that it was his own personal opinion and philosophy and it wasn’t his job to dictate to the members what they should reject or recommend.  He was an ex-officio member only and basically an observer.  He was only putting the suggestion out for discussion and not as a motion. 

            Robert Rankin introduced himself as a property owner and stated that he had lived here since 1999.  I kayak and boat and I’ve been using the road even in terrible condition since moving here.  One of the reasons I bought here was to have a place to launch my boats and beach access.  Both the Beach Road Committee and the Board of Directors have a job to do and we should trust them.  We should get on and do it. 

            Barry Olson said that first of all the contractor is not a friend of mine.  At a Committee meeting I recognized him as someone I had worked with 12 years ago.  He was not a contractor then.  He was just an operator on a project I was working on.  Secondly one of the conditions I asked Dave about when I took the job of on site person, I knew I should have worn my flak jacket, I recognized as a homeowner and as a committee member, the problems between the two groups.  If I was going to do the job I was going to do daily progress reports.  I send a copy to Dave and to Sam via Larry Werner since Sam does not have a computer.  I copy Dave because we work for him.  I have 15 hrs in my 3rd draft plan.  We had a committee vote on this yesterday and they did not want me to present this plan.  OK so I’m presenting this as a homeowner.  Does that answer anyone’s questions.

            Neil Eckerson said, Well don’t get steamy about it. 

            Irv Mortensen said that the property they now live on was bought by his parents in 1977 so he has a lot of experience going down the road.  It was pretty drivable until the 96-97 flood.  At that time the bank that we now have a retaining wall on collapsed and washed out the road.  That wall is absolutely necessary.  We’ve had half assed solutions to the Beach Road for years.  The contractor is doing the job we asked him to do and the ditches are going to work.  I appreciate the job Barry’s doing and I appreciate his concerns.  The water has been going down those ditches for years and it’s going to be a lot better going down those steel culverts.  So what are we arguing about here.  I’d like to call for the vote.  I’d like to keep moving forward now. 

            Dave Taney said that unfortunately what he thinks, what Sam thinks, or the property owners think, we will have to go by what Clallam County thinks.  It will be our job to present these arguments for what we’re doing and why we’re doing it.  We’ll have to hope the county buys those arguments and we come out of our meetings in good shape.  We may not have to do anything or maybe just some minor measures.  We just don’t know right now.

            Neil Eckerson said he appreciated Dave’s efforts in going to the County and dealing with a sticky situation.  Dave thanked Neil and said dealing with the County was not a job he relished. 

Dave Taney said that he didn’t see many hands up wanting to speak so it was time for the question and asked Sam Mrakovich to repeat his motion since a lot of time had passed during discussion. 

Sam said the motion is this and by the way the plan we submitted is totally cleared and confirmed with the contractor and he agrees with all its terms no more negotiations required.  I move that the Beach Road Committee and SAPOA Board be directed to adopt the Beach Road Committee Phase 1 Completion Plan as presented in today’s handout.  Dave asked does everyone understand the motion.  A few people questioned if the vote was for the loan, the wall, and the crushed rock.  Dave responded yes the whole package.  Someone said they had not had time to read it all.  Dave said the vote has been called for so with that everyone in favor raise your voting cards and keep them up long enough for a good count.  39 voted yea and 17 opposed  The motion carried. 

            Dave Taney said there was one caveat to this.  When you’re dealing with an indebtedness of the association right wrong or indifferent the Board has to set back and say let’s see that agreement in writing from the contractor spelling out all the details.  So I think it’s within the Board’s discretionary powers to see that this is a legally binding contract with no pitfalls or loop holes in it.  So we will take the steps, once it’s presented to us, of presenting it to an attorney for review and go from there.

            Bill Andrew asked if the Board would also get the attorney’s opinion on any legal obligations the wall might present.  Dave responded that a meeting with the County would likely take place before the meeting with the attorney so we would know what we were up against before then.  Dave also said we do not yet have a completed project and some elements of Sam’s motion that had just passed, such as the loan would not be dealt with until completion.  There is money flowing in and from my conversations with property owners many are waiting for the outcome of this meeting before prepaying dues.  At this time we can’t predict the amount of indebtedness.  There are some step As and some step Bs we have to go through first.   

An unidentified lady from the back of the room asked why are we having this discussion now.  Wasn’t this all approved previously and why did Dave say we weren’t going to pay for it now.  Dave responded that he had told the contractor he was not going to get paid for the wall because he had no approval to do the job.  No one on the Board or the Committee had signed a change order.  

Lew Morello spoke up and said we have another week of good weather ahead of us so let’s move on and get the road done.  I’ve launched a boat down there.  It’s peaceful and quiet and my sweety can’t walk up the hill.  She wants to enjoy it and I want to take her there.  So let’s get on with this project. 

Sam Mrakovich made a motion to adjourn the meeting.  Dave said whoa we have another motion on the floor please everyone set down we still have business to conduct.

           Sam Mrakovich made another motion that the Beach Road Committee shall perform the final inspection and be the sole judge regarding the technical performance of the contract.  Sam said it was his opinion that the Beach Road Committee was the most knowledgeable and should make that judgment about the road and you can’t have 400 people voting on this. Jim Martin seconded Sam’s motion.  Everett Stauffer said that the Board can not give up that responsibility.  Dave Taney said he didn’t think anyone on the Board was confident in writing a final check for the Beach Road with no Board members involved in the final inspection.  We do have a motion made and it has been seconded.  Sam said he was speaking of the technical evaluation of the project, that the contractor had done the job adequately and this has nothing to do with financing or business part of it.  The Board’s position in this in my opinion is oversight.  I’m not sure how many Board members have even been down that road.  The Beach Road Committee has lived that road, we’ve looked at all the contractors, we’ve learned a lot about the road, and we’re more knowledgeable than Clark Land when they engineered it. 

            Tom Powell asked if we have had an engineer design this project and we’ve had an engineer walk the road the other day and he says it up to design standards (Dave Taney identified the engineer as Dave Hanna and said he was a licensed engineer).  Tom said if this guy drew up the plans and is very familiar with the job, then shouldn’t he be involved in the final inspection.  Where I come from the engineer always buys the project with a final sign off and he’s the one that should be doing it.  Dave Taney said he was not in disagreement with Tom, but over the last 5 yrs, 2 engineers, one land development company, and one contractor had been involved and there was no continuity of responsibility.  Dave said that David Hanna was the most involved person recently and legitimately is the one who should be asked to be involved in the final inspection and sign off on it.

            Dave Taney called for the vote on Sam’s motion.  There were 27 yeas.  Someone questioned whether the vote was appropriate since we already had a motion to adjourn that was seconded.  Dave said yes we got a little ahead of ourselves so we backed up.  We’re talking about the motion as to who is signing off on the Beach Road final inspection.  Someone questioned what was being voted on.  Everett Stauffer replied just the Beach Road Committee doing the inspection with no engineer.  A little confused discussion and then Sam said that he thought it was a great idea to include the engineer Dave Hanna.  Sam amended his motion to include the engineer.  A vote was called for on the original motion.  There was 14 yeas and 31 opposed.  The original motion failed.  A vote was called for on the amended motion to include the engineer.  There was a lot of confusion and a new motion to include the engineer was called for by Irv Mortensen.  Sam made a brand new motion; I move that the Beach Road Committee in conjunction with the design engineer David Hanna perform the final inspection and be the sole judge regarding the technical performance of the contractor in meeting the terms of his contract.  Lew Morello seconded the motion.  Barry Olson asked just what does it mean regarding the Beach Road Committee approving or inspecting the road.  I have a letter here from the Board that designates me as the representative on the project.  You don’t have everyone on the Board, Committee, or neighborhood coming out and telling the contractor what to do.  You’re asking for trouble and or a lawsuit.  You definitely want the engineer included.  Barry said he was talking about the whole project and a number of people said no just the final inspection.  Barry said OK I stand corrected.

            Dave Taney referred back to a paragraph in the contract regarding an independent contractor and pointed out that SAPOA has no direction or supervisory authority or responsibility over the contractor.  We have only the right to inspect.             

            H. L. Font asked the Beach Road Committee is to make recommendations to the Board correct.   

            Dave Taney said once the Beach Road Committee has inspected the road and agrees that it is complete and has been signed off by the engineer, when I say the Committee I mean all 10 people not just 1 or 2.  That doesn’t mean the members can’t waive their right to inspect it just means that they have to be given the opportunity.   

            Dave Taney again called for the vote.  Dave said he wasn’t going to count as it was obvious that a large majority was in favor of the motion and it had passed.   

The meeting was adjourned at 3:45 p.m.