TRAPP FAMILY GUEST HOUSES · 2020. 11. 16. · Trapp Family Cooperative Housing Trapp Family...

TRAPP FAMILY GUEST HOUSES Trapp Family Cooperative Housing

Trapp Family Cooperative Housing Two PO Box 1428

700 Trapp Hill Road Stowe, VT 05672

November 10, 2020 OUR 2021 BUDGET AND ANNUAL FEE Dear Shareholder, 2020 has certainly been a challenging year for all of us. We know that you have had extra burdens this year, as we have all needed to make sacrifices for our health. Your combined Boards at Trapp Family Lodge Guest Houses hope that you were able to enjoy your Guest House this past year as a welcome respite from added life stresses. For many who were unable to visit due to the pandemic, Owner Services has done a great job offering alternative options to owners, so we do hope to see you soon. Covid-19 did impact our operations and our 2020 budget. In preparing our 2021 budget, we had anticipated an increase of approx. 3 percent. Acknowledging that your own budget may have been impacted as well, we have been busy reviewing our finances and prioritizing ways to reduce the financial burden on our Shareholders. The good news is that after much analysis and consideration, the Boards are pleased to offer no increase in the annual fee for 2021. The proposed fee for 2021 will remain at $1,065. In addition, to make your budgets a bit easier, we may be able to offer a monthly payment plan to help spread out this expense. Contact Owner Services if you wish to take advantage of this option. The Guest House refurbishment program continues on schedule. We should have all remaining Guest Houses (all in Village 2) completed in 2021. In addition, we will begin a new phase of improvements, including more bridges in Villages 1 and 2, and some new interior furnishings. New sofa beds are appearing soon in several buildings, more to follow in 2022. We are also including a critical improvement to our internet network in the 2021 budget. We know that many of you have issues connecting your devices to our older system. This is primarily because our network distribution to each Guest House is “over the air”. In 2021, we will install fiber optic cable directly into each Guest House, offering much more reliable and faster internet. Return of your proxy votes is extremely important so that we have a quorum for the November 30, 2020 meetings. We encourage you to vote Yes on this favorable budget for 2021. In addition, there are proxy votes for two new Board Members in Coop 2, as well as for returning Board Members in each Coop. Again, please be sure to return your proxy votes in time for the November 30, 2020 Shareholder and Board Meetings which will be held remotely on Zoom. Your continued loyalty to our Guest House program is very much appreciated We are confident that next year will be a prosperous, happy, and healthy year for all of us at Trapp Family Lodge Guest Houses. Sincerely,

David Dixon Roy Sokoloski, AIA President, Coop 1 President, Coop 2

TRAPP FAMILY COOPERATIVE HOUSING, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS and

NOTICE OF ANNUAL MEETING OF DIRECTORS

To the Holders of Common Stock of Trapp Family Cooperative Housing, Inc.

NOTICE IS HEREBY GIVEN that in accordance with its Bylaws the Annual Meeting of the

Shareholders of Trapp Family Cooperative Housing, Inc. (“Coop One”) will be held jointly with the Annual Meeting of the Shareholders of Trapp Family Cooperative Housing Two, Inc. (“Coop Two”) at the Trapp Family Lodge, Trapp Hill Road, Stowe, Vermont on Monday, November 30, 2020 at 9:00 A.M. in lieu of the annual meeting held in April, for the following purposes: 1. To approve the minutes of the annual joint meeting of the Shareholders held April 29, 2019 and the

regular joint meeting of the Shareholders held November 25, 2019. 2. To elect Alfred (Ben) Rossi, Sr. as a Director of Coop One, to serve for a term of three (3) years

until his successor shall be elected and qualified. 3. To ratify or reject the selection of Federman, Lally & Remis LCC, Certified Public Accountants, as

the auditors of Coop One, to serve for the fiscal year of Coop One ending December 31, 2021. 4. To amend section 2.3 of the Bylaws to delete the provision that one of the purposes of the annual

meeting is to ratify the budget. 5. To transact such other business as may properly come before the meeting or any adjournments

thereof.

The quorum required for the meeting is thirty-five percent (35%) of the votes entitled to be cast. In order to be approved, each proposal requiring a vote requires the affirmative vote of a majority of the votes cast.

The Directors recommend that all of the proposals requiring votes be approved.

Shareholders of common stock of record at the close of business on November 16, 2020 are entitled

to notice of and to vote at the meeting or any adjournment or adjournments thereof.

IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE ENSURED AND THAT THERE BE SUFFICIENT VOTES REPRESENTED TO TAKE THE PROPOSED ACTIONS.

A form of proxy accompanies this notice for that purpose. Any Shareholder who has given a proxy

has the right to revoke it at any time prior to its exercise either by written notice or by attending the meeting and, after revoking such proxy, voting his or her shares in person. You are urged to sign the proxy and mail it promptly in the enclosed self-addressed stamped envelope to Owner Services Department, Trapp Family Lodge, Inc., 700 Trapp Hill Road, PO Box 1428, Stowe, Vermont 05672. Alternatively, you may return the proxy by fax (802-253-5788) or scan and send it by email to [email protected]/gh. November 17, 2020

Averill Laundon Secretary

mailto:[email protected]

2

NOTICE IS HEREBY GIVEN that in accordance with its Bylaws the Annual Meeting of the Directors of Coop One will be held jointly with the Annual Meeting of the Directors of Coop Two at the Trapp Family Lodge, Trapp Hill Road, Stowe, Vermont on Monday, November 30, 2020 after the adjournment of the joint budget meeting of the Shareholders of Coop One and Coop Two, for the following purposes: 1. To approve the minutes of the last regular joint meeting of the Directors held on November 9, 2020. 2. To elect officers of Coop One to serve until the next annual meeting of the Directors and until their

successors are elected and qualified. 3. To approve the terms and conditions of a revised management agreement between Coop One and

Trapp Family Lodge, Inc. 4. To consider and vote upon changes to the Coop One reservations procedures for float weeks. 5. To transact such other business as may properly come before the meeting or any adjournments

thereof. November 17, 2020


Information for Attending the Meetings In order to protect the health and safety of all Guest House owners and Trapp Family Lodge

personnel, and their respective employees, guests, visitors, vendors and others, from covid-19, the Shareholders and Directors meetings will be conducted remotely in the Lodge with only the presiding officer present in person at the meetings. Directors and Shareholders desiring to attend the meetings remotely may do so through Zoom utilizing the following information:

Topic: Joint Trapp Family Cooperative Housing, Inc. and Trapp Family Cooperative Housing Two, Inc. Shareholders & Directors Meetings Time: Nov 30, 2020 09:00 AM Eastern Time (US and Canada) Join Zoom Meeting https://us02web.zoom.us/j/89963430862?pwd=RmVkanNFeERZN2tXUy9pVWpPTEZGZz09 Meeting ID: 899 6343 0862 Passcode: 633807 One tap mobile +19292056099,,89963430862#,,,,,,0#,,633807# US (New York) +13017158592,,89963430862#,,,,,,0#,,633807# US (Washington D.C)


NOTICE OF REGULAR MEETING OF SHAREHOLDERS

To the Holders of Common Stock of Trapp Family Cooperative Housing, Inc.

NOTICE IS HEREBY GIVEN that in accordance with its Bylaws the Regular Meeting of the

Shareholders of Trapp Family Cooperative Housing, Inc. (the “Cooperative”) will be held jointly with the Regular Meeting of the Shareholders of Trapp Family Cooperative Housing Two, Inc. (collectively, the “Cooperatives”) at the Trapp Family Lodge, Trapp Hill Road, Stowe, Vermont on Monday, November 30, 2020 after the adjournment of the joint annual meeting of the Shareholders of the Cooperatives, to ratify the budget for Unit Weeks in the Cooperative for the year ended December 31, 2021 as adopted by the Board of Directors, a copy of which accompanies this Notice.

The budget shall be ratified by the Shareholders unless it is rejected by a majority of all of the

Shareholders entitled to vote, whether or not a quorum is present. Shareholders of common stock of record at the close of business on November 16, 2020, are

entitled to notice of and to vote at the meeting or any adjournment thereof.

A form of proxy accompanies this notice. Any Shareholder who has given a proxy has the right to revoke it at any time prior to its exercise either by written notice or by attending the meeting and, after revoking such proxy, voting his or her shares in person. You are urged to sign the proxy and mail it promptly in the enclosed self-addressed stamped envelope to Owner Services Department, Trapp Family Lodge, Inc., 700 Trapp Hill Road, PO Box 1428, Stowe, Vermont 05672. Alternatively, you may return the proxy by fax (802-253-5788) or scan and send it by email to [email protected]/gh November 17, 2020


Information for Attending the Meeting In order to protect the health and safety of all Guest House owners and Trapp Family Lodge

personnel, and their respective employees, guests, visitors, vendors and others, from covid-19, the Shareholders meeting will be conducted remotely in the Lodge with only the presiding officer present in person at the meeting. Shareholders and any Directors desiring to attend the meeting remotely may do so through Zoom utilizing the following information:



https://us02web.zoom.us/j/89963430862?pwd=RmVkanNFeERZN2tXUy9pVWpPTEZGZz09


TRAPP FAMILY COOPERATIVE HOUSING & HOUSING TWO ANNUAL FEE ANALYSIS 2021

1 | P a g e

2020 Budget 2020 Projection 2021 Budget

Insurance 11 11 11Property Taxes 92 93 96Utilities 67 58 63Activities 57 39 57Maintenance & Hskp 257 201 258Information Technology 26 21 26Admin & Management 112 97 110Television Service 5 4 4Marketing 10 1 10Owner Services & Acctg 50 53 54

OPERATIONS $687 $578 $689 Sewer & Water Notes 4 4 4

Capital Items & Non-Performing Weeks 762 651 895

Other Income -10 -10 -10Financing -408 -304 -548Finance Costs 30 13 35

TOTALS $1,065 $932 $1,065

Please note the 2021 Annual Fee of $1,065 is due no later than January 31, 2021

INSURANCE - insurance costs for coverage listed below. $11/unit week

Item Limit Umbrella Liability $ 5,000,000 Occurrence and Aggregate Buildings 100 Units $24,736,975 Fire, extended coverage, theft, $247,370/Unit Contents in 100 units $2,500,000 Coverage of $25,000/Unit Business Income Coverage no limit Actual Rental Loss Sustained, max 12 mo. Comprehensive General Liability $ 2,000,000 Bodily injury, property damage, broad form

extension endorsement/occurrence/aggregate Directors & Officers $ 2,000,000 Employee Dishonesty $200,000 Protection against acts of dishonesty by

employees, directors & officers PROPERTY TAXES - property tax rates are adjusted annually on July 1. $96/unit week


2 | P a g e

UTILITIES - fees for metered water and sewer usage, propane gas, firewood and electricity. Propane price @ fixed price per gallon annually. Water, sewer and electricity rates established by Town of Stowe. $63/unit week

A. Municipal Services- water & sewer fees invoiced on metered volumes. $22/unit week B. Propane Gas- rate lock reduced for 2019, with similar volumes. $6/unit week C. Firewood - 150 cords at $350/cord. $10/ unit week D. Electricity- electric invoiced on metered volumes. $25/unit week

ACTIVITIES - pro rata share of operation and maintenance costs of the Fitness Center, Kid’s Camp Program, indoor and outdoor pools, and tennis courts. Trail fee for cross country ski & hiking trails. $57/unit week MAINTENANCE AND HOUSEKEEPING - snowplowing, sanding, security, laundry services, trash & recycle, seasonal deep cleaning of the carpets & drapes. Cleaning supplies, general maintenance supplies, paper products and bathroom amenities. Payroll and related taxes, worker’s compensation insurance, grounds maintenance, handyman repairs, shared machinery and vehicles. $258/unit week

$121 Maintenance, Grounds and Housekeeping Wages $28 Laundry and Linens$16 Payroll Taxes & Benefits $8 Fixtures/Appliances$14 Third-party contractors for security & cleaning $35 General Repairs & Maintenance$20 Supplies $16 Shared machinery and vehicles

INFORMATION TECHNOLOGY- telephone & wireless internet service. $26/unit week ADMINISTRATION & MANAGEMENT – audit/tax services, office, postage, printing, newsletter, legal, 10% operating budget management fee, owner/board expenses. $110/unit week TELEVISION SERVICE- service provided by Stowe Cable. $4/unit week MARKETING - marketing to sell Coop-owned weeks, weekly owners’ meeting. $10/unit week OWNER SERVICES & ACCOUNTING – shared costs for owner services, front desk, bell/valet, accounting and IT support. $54/unit week

$35 Owner Services, front desk, valet$10 Accounting$9 Taxes & Benefits

SEWER & WATER NOTES – municipal sewer & water notes paid quarterly. $4/unit week CAPITAL ITEMS & NON-PERFORMING WEEKS- unit refurbishment costs (20 units and 4 bridges) and other major projects, plus related management fees, and 850 estimated non-performing weeks. $895/unit week OTHER INCOME – rental revenue, Coop-owned unit sales net revenue. $10/unit week income FINANCING– bank borrowing to finance current year unit refurbishments (20 units and 4 bridges) $583/unit week FINANCE COSTS– interest fees on bank financing related to current year unit refurbishment. $35/unit week


PROXY

(Budget Meeting)

The undersigned, the holder(s) of shares of Common Stock of Trapp Family Cooperative Housing, Inc. (the “Cooperative”), do(es) hereby constitute and appoint David W. Dixon, Alfred (Ben) Rossi, Sr., Kenneth Przysiecki, Vincent J. DeBaggis, Jr. and Mark Goudreau, or any one of them acting singly, as the undersigned's(s') proxy to attend the Regular Meeting of the Shareholders of the Cooperative to be held on November 30, 2020, or any continuation or adjournment thereof, with full power to vote the shares of Common Stock of the Cooperative which the undersigned may be entitled to vote at said meeting and to act for the undersigned to the same extent that the undersigned might were the undersigned personally present, giving the said David W. Dixon, Alfred (Ben) Rossi, Sr., Kenneth Przysiecki, Vincent J. DeBaggis, Jr. and Mark Goudreau, or any one of them acting singly, with full power of substitution and revocation.

FOR ____ ratification of the budget for Unit Weeks in the Cooperative for the year ended December 31, 2021 as adopted by the Board of Directors of the Cooperative;

REJECTION ____ of the budget for Unit Weeks in the Cooperative for the year ended December 31,

2021 as adopted by the Board of Directors of the Cooperative;

and with discretionary authority to vote upon such other matters as may properly come before the Meeting.

This Proxy will be voted as directed or, in the absence of specific directions, will be voted for the ratification of the budget.

Executed this ____ day of ______________, 2020.

Printed Name(s) _________________________________ _________________________________

Signed Name(s) _________________________________ _________________________________

Email address(es): __________________________ Unit Week(s) ______________________ __________________________ Unit Week(s) ______________________


PROXY

(Annual Meeting)

The undersigned, the holder(s) of shares of Common Stock of Trapp Family Cooperative Housing, Inc. (the “Cooperative”), do(es) hereby constitute and appoint David W. Dixon, Alfred (Ben) Rossi, Sr., Kenneth Przysiecki, Vincent J. DeBaggis Jr, and Mark Goudreau, or any one of them acting singly, as the undersigned's(s') proxy to attend the Annual Meeting of the Shareholders of the Cooperative to be held on November 30, 2020 in lieu of the annual meeting held in April, or any continuation or adjournment thereof, with full power to vote the shares of Common Stock of the Cooperative which the undersigned may be entitled to vote at said meeting and to act for the undersigned to the same extent that the undersigned might were the undersigned personally present, giving the said David W. Dixon, Alfred (Ben) Rossi, Sr., Kenneth Przysiecki, Vincent J. DeBaggis Jr, and Mark Goudreau, or any one of them acting singly, with full power of substitution and revocation.

1. FOR ____ OR AGAINST ____ approving the minutes of the annual joint meeting of the Shareholders held on April 29, 2019 and the minutes of the regular joint meeting of the Shareholders held November 25, 2019.

2. FOR ____ OR AGAINST ____ authority to vote for the election of Alfred (Ben) Rossi, Sr. as a Director of the Cooperative for a three (3) year term.

3. FOR ____ OR AGAINST ____ ratifying the selection of Federman, Lally & Remis LCC, Certified Public Accountants, as the auditors of the Cooperative for the fiscal year ending December 31, 2021;

4. FOR ____ OR AGAINST ____ approving the amendment of section 2.3 of the Bylaws of the Cooperative to delete the provision that one of the purposes of the annual meeting is to ratify the budget;


This Proxy will be voted as directed or, in the absence of specific directions, will be voted for approval of the minutes, for the election of the named individual as a Director, for ratification of the selection of the named Auditor, and for the amendment of the bylaws.

Executed this ____ day of ______________, 2020

_________________________________

_________________________________ Email address(es): __________________________ Weeks(s) Owned ___________________ __________________________ Week(s) Owned ____________________

TRAPP FAMILY COOPERATIVE HOUSING, INC. Alfred J. “Ben” Rossi of Manchester-by-the-Sea, MA, is president of L. Rossi, Inc. of Manchester, MA, a company engaged in real estate management and development, as well as general contracting. He is a graduate of Purdue University in Civil Engineering and is a Registered Professional Engineer in the State of MA. He is a trustee emeritus for St. John’s Preparatory School in Danvers, MA. Ben and his wife, Angelica, have three children, eight grandchildren and one great granddaughter. They own three weeks in Village I. Ben was a director of Cooperative II for 19 years and president of the board of directors of Cooperative II for seven years. Ben and Angelica have been guest house owners since 1982. Ben was elected to the Cooperative I board of directors in 2008 and has been a member of that board since then. TRAPP FAMILY COOPERATIVE HOUSING TWO, INC. Tricia Moran lives on Salisbury Beach in Massachusetts with her partner, Skip. She has three sons, three daughters-in-law, and three granddaughters. Tricia is the Director of Admission at a private school in the Boston area. In her spare time, she enjoys skiing, hiking, traveling, cooking, biking, swimming, walking, and the arts - all activities that have been enjoyed at Trapp for over 20 years. George Chamberlain: In 1908 my grandparents honeymooned in Vermont, and came back every summer thereafter to South Londonderry. As a visiting child, I came to love Vermont, as have my two daughters. Starting in the mid-80’s, we visited Trapp many times, and became owners in early 2004. In 2008 I joined the Board of Coop 2, and have served on the Finance, Revenue and Marketing Task Groups. We also own time at four other resorts. My wife, Jean, a massage therapist, and I live in Chadds Ford, PA. the site of the revolutionary Battle of the Brandywine. Most of my career has been as an Attorney and General Counsel for mutual fund companies, and have served on the Boards of both for-profit and non-profit entities. My education includes degrees from the University of Delaware (Economics) and Georgetown Law. I believe I use my experience, personal skills and strong interest to help keep Trapp a place that Owners can enjoy and be proud of. Don Keinz has been a Guest House Owner since 1984 with weeks in both Coops #1 and #2. Don lives in Wrentham, MA with his wife Anne. He is an avid mountaineer, hiker, skier and world traveler. Since 1988, Don has been President of Acadia Consulting Group in Providence, RI. Don and his Firm have provided marketing research, strategic planning and consulting services to organizations in a broad range of industries across the country. He has served on the boards of First Night Providence, the RI Historical Society, New England Businesses for Social Responsibility and the Hartwick College Alumni Board. Don’s education (Hartwick College & Syracuse Whitman Graduate School of Management), strategic planning and consulting expertise and travel experience would make him a strong contributor to the board.

TRAPP FAMILY GUEST HOUSES Trapp Family Cooperative Housing

Trapp Family Cooperative Housing Two PO Box 1428

700 Trapp Hill Road Stowe, VT 05672

November 10, 2020 OUR 2021 BUDGET AND ANNUAL FEE Dear Shareholder, 2020 has certainly been a challenging year for all of us. We know that you have had extra burdens this year, as we have all needed to make sacrifices for our health. Your combined Boards at Trapp Family Lodge Guest Houses hope that you were able to enjoy your Guest House this past year as a welcome respite from added life stresses. For many who were unable to visit due to the pandemic, Owner Services has done a great job offering alternative options to owners, so we do hope to see you soon. Covid-19 did impact our operations and our 2020 budget. In preparing our 2021 budget, we had anticipated an increase of approx. 3 percent. Acknowledging that your own budget may have been impacted as well, we have been busy reviewing our finances and prioritizing ways to reduce the financial burden on our Shareholders. The good news is that after much analysis and consideration, the Boards are pleased to offer no increase in the annual fee for 2021. The proposed fee for 2021 will remain at $1,065. In addition, to make your budgets a bit easier, we may be able to offer a monthly payment plan to help spread out this expense. Contact Owner Services if you wish to take advantage of this option. The Guest House refurbishment program continues on schedule. We should have all remaining Guest Houses (all in Village 2) completed in 2021. In addition, we will begin a new phase of improvements, including more bridges in Villages 1 and 2, and some new interior furnishings. New sofa beds are appearing soon in several buildings, more to follow in 2022. We are also including a critical improvement to our internet network in the 2021 budget. We know that many of you have issues connecting your devices to our older system. This is primarily because our network distribution to each Guest House is “over the air”. In 2021, we will install fiber optic cable directly into each Guest House, offering much more reliable and faster internet. Return of your proxy votes is extremely important so that we have a quorum for the November 30, 2020 meetings. We encourage you to vote Yes on this favorable budget for 2021. In addition, there are proxy votes for two new Board Members in Coop 2, as well as for returning Board Members in each Coop. Again, please be sure to return your proxy votes in time for the November 30, 2020 Shareholder and Board Meetings which will be held remotely on Zoom. Your continued loyalty to our Guest House program is very much appreciated We are confident that next year will be a prosperous, happy, and healthy year for all of us at Trapp Family Lodge Guest Houses. Sincerely,

David Dixon Roy Sokoloski, AIA President, Coop 1 President, Coop 2

TRAPP FAMILY COOPERATIVE HOUSING TWO, INC.

November 17, 2020 To the Shareholders of Trapp Family Cooperative Housing Two, Inc.:

You are cordially invited to attend the Annual Meeting of the Shareholders of Trapp Family Cooperative Housing Two, Inc. (“Coop Two”) to be held jointly with the Annual Meeting of the Shareholders of Trapp Family Cooperative Housing, Inc. (“Coop One”). The joint meeting will be held at the Trapp Family Lodge, Trapp Hill Road, Stowe, Vermont, on Monday, November 30, 2020 at 9:00 A.M. The meeting is being held in lieu of the annual meeting held in April which was not held because of the coronavirus. The accompanying notice describes the matters to be acted upon.

The meeting will be held remotely using Zoom. The procedures for signing into Zoom are set

forth in the accompanying notice.

Election of Directors The five directorships of Coop Two are divided into three groups consisting of one Director in

one group, and two Directors in each of the other two groups. The length of all Directors’ terms is three years, with no more than two Directors elected in any one year. A Director is limited to five consecutive terms.

Holly B. Cratsley, George M. Chamberlain, Jr., and Roy Sokoloski are the present Directors of

Coop Two. The three year term of George M. Chamberlain, Jr. expires this year. The three year term of Roy Sokoloski expires in 2021, and the three year term of Holly B. Cratsley expires in 2022. There are presently two vacancies on the Board as the result of the resignations of Ronald A. Hawes in 2018 and Cherrie Dubois in 2019. The Coop Two Nominating Committee has reviewed applications from candidates interested in serving as Directors to fill the vacant positions and has recommended that Patricia Moran and Donald Keinz be elected to fill the vacancies.

The three year term formerly held by Cherrie Dubois has expired this year due to her

resignation and Patricia Moran will stand for election by the Shareholders to fill the vacancy and, if elected, will hold office until 2023. The three year term formerly held by Ronald A. Hawes, currently vacant due to his resignation, will expire in April 2021 and Donald Keinz will stand for election by the Shareholders to fill the vacancy and, if elected, will hold office until April 2021. George M. Chamberlain, Jr., is standing for reelection for an additional three year term. Accordingly, three Directors are to be elected at this year’s annual Shareholders meeting. The Board of Directors has recommended that George M. Chamberlain, Jr., Patricia Moran and Donald Keinz be elected as Directors. Biographical summaries for each of them are @ www.trappfamily.com/gh.

Auditing Firm The Board of Directors has selected Federman, Lally & Remis LCC, with an office in

Farmington, Connecticut, to be Coop Two’s auditing firm for the year ended December 31, 2021. Ratification of that selection is one of the matters to be voted upon by the Shareholders.

Bylaws Amendment Section 2.3 of the bylaws of Coop Two provides as follows: “The annual meeting of the

Shareholders shall be held at a time and on a date during the month of April as fixed by the Board of Directors each year. The purpose of the annual meeting shall be to elect the Board of Directors, ratify the budget, and to transact such other business as may properly come before the meeting.”

http://www.trappfamily.com/gh

2

The procedures for ratifying the budget are set forth in detail in Article 7 of the bylaws and accordingly the provision in section 2.3 stating that one of the purposes of the annual meeting is to “ratify the budget” is unnecessary and in conflict with Article 7. Therefore, it is recommended that the Shareholders vote to delete “ratify the budget” in section 2.3.

Quorum and Votes

A quorum of 35% of the Shareholders is required for the meeting and a majority of the votes cast determines the outcome of each matter.

THE DIRECTORS RECOMMEND THAT ALL SHAREHOLDERS RETURN SIGNED

PROXIES EVEN IF THEY INTEND TO ATTEND THE MEETING TO ENSURE THAT THEIR VOTES ARE COUNTED. A SHAREHOLDER ATTENDING THE MEETING CAN REVOKE HIS OR HER PROXY AT THE MEETING AND VOTE IN PERSON.

The Directors hope that you will be able to attend personally and urge you to do so if possible. In addition to taking the votes on the proxy questions the meeting will be used to review the current operations of Coop Two.

A certified financial statement for the year ending December 31, 2019 is posted (or will be posted) on the Guest House owners internet web page (www.trappfamily.com/gh) Copies will also be available at the meeting. In addition, Coop Two will mail a copy of the statement to any Shareholder who requests one. Requests can be made by calling Owner Services at 802-253-5739.

Budget Meeting After the adjournment of the joint annual meeting of the Shareholders, the Shareholders will

hold a separate joint meeting to vote upon the ratification of the budgets. Separate notices and proxies are being distributed to the Shareholders for that purpose.

This meeting will also be held remotely using Zoom. Annual Joint Meeting of the Directors

After the adjournment of the annual joint meeting of the Shareholders of Coop One and Coop

Two and the joint budget meeting of the Shareholders of Coop One and Coop Two, the Directors of Coop One and Coop Two will hold their joint annual meeting at the Trapp Family Lodge to consider and, to the extent necessary, vote and/or take actions with respect to those matters set forth in the accompanying notice of the joint meeting of the Directors. The joint meeting of the Directors is open to the Shareholders. In the event that any materials are distributed to the Directors before their meeting concerning matters on which action will be taken at the meeting, copies will be made available to the Shareholders on the Guest House owners internet web page referred to above.

This meeting will also be held remotely using Zoom

Sincerely yours,

Roy Sokoloski, AIA President

http://www.trappfamily.com/gh


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS and

NOTICE OF ANNUAL MEETING OF DIRECTORS

To the Holders of Common Stock of Trapp Family Cooperative Housing Two, Inc.

NOTICE IS HEREBY GIVEN that in accordance with its Bylaws the Annual Meeting of the

Shareholders of Trapp Family Cooperative Housing Two, Inc. (“Coop Two”) will be held jointly with the Annual Meeting of the Shareholders of Trapp Family Cooperative Housing, Inc. (“Coop One”) at the Trapp Family Lodge, Trapp Hill Road, Stowe, Vermont on Monday, November 30, 2020 at 9:00 A.M. in lieu of the annual meeting held in April, for the following purposes: 1. To approve the minutes of the annual joint meeting of the Shareholders held on April 29, 2019 and

the regular joint meeting of the Shareholders held November 25, 2019. 2. To elect George M. Chamberlain, Jr. as a Director of Coop Two, to serve for a term of three (3)

years and until his successor shall be elected and qualified. 3. To elect Patricia Moran as a Director of Coop Two, to serve for a term of three (3) years and until

her successor shall be elected and qualified. 4. To elect Donald Keinz a Director of Coop Two, to serve until the next annual meeting of the

Shareholders in April 2021 to fill the vacancy created by the resignation of Ronald A. Hawes, and until his successor shall be elected and qualified.

5. To ratify or reject the selection of Federman, Lally & Remis LCC, Certified Public Accountants, as the auditors of Coop Two, to serve for the fiscal year of Coop Two ending December 31, 2021.

6. To amend section 2.3 of the Bylaws to delete the provision that one of the purposes of the annual meeting is to ratify the budget.

7. To transact such other business as may properly come before the meeting or any adjournments thereof. The quorum required for the meeting is thirty-five percent (35%) of the votes entitled to be cast. In

order to be approved, each proposal requiring a vote requires the affirmative vote of a majority of the votes cast.

The Directors recommend that all of the proposals requiring votes be approved.

Shareholders of common stock of record at the close of business on November 16, 2020 are entitled to notice of and to vote at the meeting or any adjournment or adjournments thereof.

IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE ENSURED AND THAT THERE BE SUFFICIENT VOTES REPRESENTED TO TAKE THE PROPOSED ACTIONS.

A form of proxy accompanies this notice for that purpose. Any Shareholder who has given a proxy

has the right to revoke it at any time prior to its exercise either by written notice or by attending the meeting and, after revoking such proxy, voting his or her shares in person. You are urged to sign the proxy and mail it promptly in the enclosed self-addressed stamped envelope to Owner Services Department, Trapp Family Lodge, Inc., 700 Trapp Hill Road, PO Box 1428, Stowe, Vermont 05672. Alternatively, you may return the proxy by fax (802-253-5788) or scan and send it by email to [email protected]/gh

November 17, 2020 Averill Laundon

Secretary


2

NOTICE IS HEREBY GIVEN that in accordance with its Bylaws the Annual Meeting of the Directors of Coop Two will be held jointly with the Annual Meeting of the Directors of Coop One at the Trapp Family Lodge, Trapp Hill Road, Stowe, Vermont on Monday, November 30, 2020 after the adjournment of the joint budget meeting of the Shareholders of Coop One and Coop Two for the following purposes: 1. To approve the minutes of the last regular joint meeting of the Directors held on November 9, 2020. 2. To elect officers of Coop Two to serve until the next annual meeting of the Directors and until their

successors are elected and qualified. 3. To approve the terms and conditions of a revised management agreement between Coop Two and

Trapp Family Lodge, Inc. 4. To transact such other business as may properly come before the meeting or any adjournments

thereof. November 17, 2020

Averill Laundon

Secretary

Information for Attending the Meetings In order to protect the health and safety of all Guest House owners and Trapp Family Lodge

personnel, and their respective employees, guests, visitors, vendors and others, from covid-19, the Shareholders and Directors meetings will be conducted remotely in the Lodge with only the presiding officer present in person at the meetings. Directors and Shareholders desiring to attend the meetings remotely may do so through Zoom utilizing the following information:



NOTICE OF REGULAR MEETING OF SHAREHOLDERS

To the Holders of Common Stock of Trapp Family Cooperative Housing Two, Inc.

NOTICE IS HEREBY GIVEN that in accordance with its Bylaws the Regular Meeting of the

Shareholders of Trapp Family Cooperative Housing Two, Inc. (the “Cooperative”) will be held jointly with the Regular Meeting of the Shareholders of Trapp Family Cooperative Housing, Inc. (collectively, the “Cooperatives”) at the Trapp Family Lodge, Trapp Hill Road, Stowe, Vermont on Monday, November 30, 2020 after the adjournment of the joint annual meeting of the Shareholders of the Cooperatives, to ratify the budget for Unit Weeks in the Cooperative for the year ended December 31, 2021 as adopted by the Board of Directors, a copy of which accompanies this Notice.

The budget shall be ratified by the Shareholders unless it is rejected by a majority of all of the

Shareholders entitled to vote, whether or not a quorum is present. Shareholders of common stock of record at the close of business on November 16, 2020, are

entitled to notice of and to vote at the meeting or any adjournment thereof.

A form of proxy accompanies this notice. Any Shareholder who has given a proxy has the right to revoke it at any time prior to its exercise either by written notice or by attending the meeting and, after revoking such proxy, voting his or her shares in person. You are urged to sign the proxy and mail it promptly in the enclosed self-addressed stamped envelope to Owner Services Department, Trapp Family Lodge, Inc., 700 Trapp Hill Road, PO Box 1428, Stowe, Vermont 05672. Alternatively, you may return the proxy by fax (802-253-5788) or scan and send it by email to [email protected]/gh November 17, 2020


Information for Attending the Meeting In order to protect the health and safety of all Guest House owners and Trapp Family Lodge

personnel, and their respective employees, guests, visitors, vendors and others, from covid-19, the Shareholders meeting will be conducted remotely in the Lodge with only the presiding officer present in person at the meeting. Shareholders and any Directors desiring to attend the meeting remotely may do so through Zoom utilizing the following information:






1 | P a g e

2020 Budget 2020 Projection 2021 Budget

Insurance 11 11 11Property Taxes 92 93 96Utilities 67 58 63Activities 57 39 57Maintenance & Hskp 257 201 258Information Technology 26 21 26Admin & Management 112 97 110Television Service 5 4 4Marketing 10 1 10Owner Services & Acctg 50 53 54

OPERATIONS $687 $578 $689 Sewer & Water Notes 4 4 4

Capital Items & Non-Performing Weeks 762 651 895

Other Income -10 -10 -10Financing -408 -304 -548Finance Costs 30 13 35

TOTALS $1,065 $932 $1,065

Please note the 2021 Annual Fee of $1,065 is due no later than January 31, 2021

INSURANCE - insurance costs for coverage listed below. $11/unit week

Item Limit Umbrella Liability $ 5,000,000 Occurrence and Aggregate Buildings 100 Units $24,736,975 Fire, extended coverage, theft, $247,370/Unit Contents in 100 units $2,500,000 Coverage of $25,000/Unit Business Income Coverage no limit Actual Rental Loss Sustained, max 12 mo. Comprehensive General Liability $ 2,000,000 Bodily injury, property damage, broad form

extension endorsement/occurrence/aggregate Directors & Officers $ 2,000,000 Employee Dishonesty $200,000 Protection against acts of dishonesty by

employees, directors & officers PROPERTY TAXES - property tax rates are adjusted annually on July 1. $96/unit week


2 | P a g e

UTILITIES - fees for metered water and sewer usage, propane gas, firewood and electricity. Propane price @ fixed price per gallon annually. Water, sewer and electricity rates established by Town of Stowe. $63/unit week

A. Municipal Services- water & sewer fees invoiced on metered volumes. $22/unit week B. Propane Gas- rate lock reduced for 2019, with similar volumes. $6/unit week C. Firewood - 150 cords at $350/cord. $10/ unit week D. Electricity- electric invoiced on metered volumes. $25/unit week

ACTIVITIES - pro rata share of operation and maintenance costs of the Fitness Center, Kid’s Camp Program, indoor and outdoor pools, and tennis courts. Trail fee for cross country ski & hiking trails. $57/unit week MAINTENANCE AND HOUSEKEEPING - snowplowing, sanding, security, laundry services, trash & recycle, seasonal deep cleaning of the carpets & drapes. Cleaning supplies, general maintenance supplies, paper products and bathroom amenities. Payroll and related taxes, worker’s compensation insurance, grounds maintenance, handyman repairs, shared machinery and vehicles. $258/unit week

$121 Maintenance, Grounds and Housekeeping Wages $28 Laundry and Linens$16 Payroll Taxes & Benefits $8 Fixtures/Appliances$14 Third-party contractors for security & cleaning $35 General Repairs & Maintenance$20 Supplies $16 Shared machinery and vehicles

INFORMATION TECHNOLOGY- telephone & wireless internet service. $26/unit week ADMINISTRATION & MANAGEMENT – audit/tax services, office, postage, printing, newsletter, legal, 10% operating budget management fee, owner/board expenses. $110/unit week TELEVISION SERVICE- service provided by Stowe Cable. $4/unit week MARKETING - marketing to sell Coop-owned weeks, weekly owners’ meeting. $10/unit week OWNER SERVICES & ACCOUNTING – shared costs for owner services, front desk, bell/valet, accounting and IT support. $54/unit week

$35 Owner Services, front desk, valet$10 Accounting$9 Taxes & Benefits

SEWER & WATER NOTES – municipal sewer & water notes paid quarterly. $4/unit week CAPITAL ITEMS & NON-PERFORMING WEEKS- unit refurbishment costs (20 units and 4 bridges) and other major projects, plus related management fees, and 850 estimated non-performing weeks. $895/unit week OTHER INCOME – rental revenue, Coop-owned unit sales net revenue. $10/unit week income FINANCING– bank borrowing to finance current year unit refurbishments (20 units and 4 bridges) $583/unit week FINANCE COSTS– interest fees on bank financing related to current year unit refurbishment. $35/unit week


PROXY

(Budget Meeting)

The undersigned, the holder(s) of shares of Common Stock of Trapp Family Cooperative Housing Two,

Inc. (the “Cooperative”), do(es) hereby constitute and appoint Roy Sokoloski, Holly B. Cratsley and George Chamberlain, Jr., or any one of them acting singly, as the undersigned's(s') proxy to attend the Regular Meeting of the Shareholders of the Cooperative to be held on November 30, 2020, or any continuation or adjournment thereof, with full power to vote the shares of Common Stock of the Cooperative which the undersigned may be entitled to vote at said meeting and to act for the undersigned to the same extent that the undersigned might were the undersigned personally present, giving the said Roy Sokoloski, Holly B. Cratsley and George Chamberlain, Jr., or any one of them acting singly, with full power of substitution and revocation.

FOR ____ ratification of the budget for Unit Weeks in the Cooperative for the year ended December 31, 2021 as adopted by the Board of Directors of the Cooperative;

REJECTION ____ of the budget for Unit Weeks in the Cooperative for the year ended December 31,

2021 as adopted by the Board of Directors of the Cooperative;


This Proxy will be voted as directed or, in the absence of specific directions, will be voted for the ratification of the budget.


Printed Name(s) _________________________________ _________________________________

Signed Name(s) _________________________________ _________________________________

Email address(es): __________________________ Unit Week(s) ______________________ __________________________ Unit Week(s) ______________________


PROXY

(Annual Meeting)

The undersigned, the holder(s) of shares of Common Stock of Trapp Family Cooperative Housing Two, Inc. (the “Cooperative”), do(es) hereby constitute and appoint Holly B. Cratsley, George M. Chamberlain, Jr., and Roy Sokoloski, or any one of them acting singly, as the undersigned's(s') proxy to attend the Annual Meeting of the Shareholders of the Corporation to be held on November 30, 2020 in lieu of the annual meeting to be held in April, or any continuation or adjournment thereof, with full power to vote the shares of the Cooperative which the undersigned may be entitled to vote at said meeting and to act for the undersigned to the same extent that the undersigned might were the undersigned personally present, giving the said Holly B. Cratsley, George M. Chamberlain, Jr., and Roy Sokoloski, or any one of them acting singly, full power of substitution and revocation.

1. FOR ____ OR AGAINST ____ approving the minutes of the annual joint meeting of the Shareholders held on April 29, 2019 and the minutes of the regular joint meeting of the Shareholders held November 25, 2019.

2. FOR ____ OR AGAINST ____ authority to vote for the election of George M. Chamberlain, Jr. as a Director of the Cooperative for a three (3) year term.

3. FOR ____ OR AGAINST ____ authority to vote for the election of Patricia Moran as a Director of the Cooperative for a three (3) year term.

4. FOR ____ OR AGAINST ____ authority to vote for the election of Donald Keinz as a Director of the Cooperative to serve until the next annual meeting of the Shareholders in April 2021 to fill the vacancy created by the resignation off Ronald A. Hawes.

5. FOR ____ OR AGAINST ___ ratifying the selection of Federman, Lally & Remis LCC, Certified Public Accountants, as the auditors of the Cooperative for the fiscal year ending December 31, 2021.

6. FOR ____ OR AGAINST ____ approving the amendment of section 2.3 of the Bylaws of the Cooperative to delete the provision that one of the purposes of the annual meeting is to ratify the budget; and with discretionary authority to vote upon such other matters as may properly come before the Meeting.

This Proxy will be voted as directed or, in the absence of specific directions, will be voted for approval of the minutes, for the election of the named individuals as Directors, for ratification of the selection of the named auditor, and for the amendment of the bylaws.


_________________________________

_________________________________ Email address(es): __________________________ Units(s) Owned ____________________ __________________________ Week(s) Owned ____________________

TRAPP FAMILY GUEST HOUSES · 2020. 11. 16. · Trapp Family Cooperative Housing Trapp Family...

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