Open Forum

Open Forum

To add your name to our email list, please click here:

Open Forum has been created to allow for communication among residents of Bonita Bay. Any reproduction or use of the information contained below is prohibited without the written consent of the Editor.

________________________________________________________________________________________________

UPDATED: March 11, 2010

________________________________________________________________________________________________

The Bonita Bay Club Turnover Committee

March 11, 2010

Report #41

Dear Fellow Bonita Bay Club Members,

Report #40 consisted of an update on the number of members that had signed up for the New Club, a reminder that all Tennis members as of February 16, 2010 would have their existing golfing privileges “grandfathered” in the New Club, and a comment on the background to the discussions with BB Group on the possible leasing of Backwater Jack’s by the New Club. In addition, daily emails have been sent to all members during the last week reporting on the progress of the sign-ups for the New Club.

All of our previous reports can be found on our website at www.bbtoc.wordpress.com by clicking on the Report title under “Club Cmte.” in the left-hand column.

Number of Members in the New Club

All of the Members should be very pleased, as your Committee is, by the high level of participation in the New Club by the members. As of today, the New Club has the following membership numbers:

Continuing

New

Total

Number in

% of

Members

Base Case

Projection

Golf

1210

1218

1080

113%

Tennis

177

178

171

104%

Fitness

176

178

155

115%

Social

259

299

243

123%

Total members

1822

1873

1649

114%

Resigned members (resignations confirmed)

166

Current members not yet joined

Resigned members not yet heard from

The above membership numbers are subject to change over the next few days as personal checks are cleared and waivers are verified.

Any member who has not yet informed us of their intentions should advise the Club’s Membership Director, Pat Schulz of their intentions at 949-5061 or by email at PatSc@BonitaBayGroup.com. Current members who do not respond will automatically cease to be members as of the Closing date and will not be able to use the Club’s facilities, other than as a guest.

The excellent participation from the membership should result in the initial financial position of the New Club and the results of its operations during the first few years being significantly better than those shown in the financial projections presented in the Information Memorandum.

Refund Liability of BB Group

As previously reported, the obligation of BB Group to complete the sale of the Club to the members is conditional on the “cash settlement value” of the refund liability to be retained by BB Group being no more than $7 million. We are very pleased to report that this refund liability is now below $7 million.

Members and resigned members are reminded that BB Group is only obligated under the Club Transfer Agreement to make payments to those that have signed 30% cash-option waivers. Members or former members who have not signed a waiver will have to deal directly with BB Group to recover any refunds owing.

Family Transfer Privilege

The Family Transfer Privilege (described on page 14 of the Information Memorandum) was purchased by 32 members and generated about $250,000 for the New Club. Members may continue to purchase a Family Transfer Privilege until March 31, 2010.

Timetable

Your Committee hopes to close the purchase of the Club from BB Group on or about March 19, 2010.

A party to celebrate the acquisition of the Club by the members has been scheduled for the evening of Thursday, April 8, 2010 at the main Clubhouse. A buffet dinner will be served. Please mark your calendars accordingly.

The first Annual Meeting of the New Club is scheduled for June 4, 2010 at the main Clubhouse at 5:00 p.m.

Dues

Members are requested to continue to pay their dues to the Club on a monthly basis in the same manner as they have been doing for April 2010 and thereafter, until further notice. Since the New Club is entitled to receive all cash from revenues generated by the Club since October 1, 2009, after the payment of expenses, at the closing, all dues paid should be solely for the benefit of the Club.

New Board

As prescribed by the Bylaws, the members will elect a Board of nine (9) new Directors at its first Annual Meeting to be held on June 4, 2010. At this election, the three candidates receiving the highest number of votes will be elected for a three year term, the three candidates receiving the next highest number of votes will be elected for a two year term, and the three candidates receiving the next highest number of votes will be elected for a one year term. At this first election, any candidate may choose to run for a term of less than three years.

The members of the TOC who are not candidates for election will constitute the Nominating Committee, as provided in the Bylaws.

Any member of the Club who desires to be considered for election as a Director should submit a brief resume to the Nominating Committee as soon as possible and no later than April 1, 2010. Resumes should be sent to the Nominating Committee, c/o Mr. Phillip Ashkettle, Bonita Bay Club, 26660 Country Club Drive, Bonita Springs, Florida 34134. All candidates must be available for an interview during the first two weeks of April.

The Nominating Committee will select up to fifteen candidates for election and promptly notify the members of the candidates nominated.

Members may vote in the election of Directors either in person at the Annual Meeting or by proxy.

Respectfully submitted,

The Turnover Committee

Phill Ashkettle

Dave Barry

Dave Bowers

Henri Dyner

Tony Heyworth

Lance Johnson

Peter Jones

John Klocko

Cindy White

________________________________________________________________________________________________

UPDATED: March 9, 2010

________________________________________________________________________________________________

To ALL Members and Former Members:

CONGRATULATIONS to all our members. We have far exceeded our goal for every category of membership. We have almost 217 more members in the new Club than we had projected.

The current numbers as of the end of Monday are as follows:

1213 Golf 176 Tennis 180 Fitness 297 Social

The TOC will be at the Club House from 10 am to 5 pm on Tuesday to catch up on paper work so the signup desk will be available for anyone who has not acted yet. We invite one last time all former members to join us for this exciting new Club. Tuesday will be our last day for signups.

While we have far exceeded even our most optimistic goal for memberships, we still have 51 members who have not indicated whether they are joining the Club. If anyone knows any of these, please contact them. We will also be emailing and calling them. If necessary, a member can fax their papers to the Club at 239-495-0322 or send an email to Pat Schulz, the membership director. Pat’s email address is: PatSc@BonitaBayGroup.com.

REMINDER: The only way a member can continue to use the facilities of the new Club after the turnover will be to join the new Club. So to the 51 members whom we have not heard from, please sign up on Tuesday if you wish to continue to use the Club.

We are so close to our $7 million hurdle on refund liability that we expect it will not delay or prevent the closing on the purchase of the Club. However, we want to continue to reduce that number. The new Club gets 25% of the amount by which the refund liability is less than $7 million and our goal is to achieve some level of that incentive.

We also want to add our thanks to all the volunteers who staffed the tables at the Club House during the last few weeks and all the neighborhood representatives who assisted in this process during the last year. We also owe a special thanks to the employees at the Club who worked tirelessly during the last few weeks to help us achieve our goals.

Last of all, we owe a big thank you to all the members who have joined the new Club and helped us exceed our goals. We have seen the excitement and enthusiasm from hundreds of members. Let’s keep it going.

Respectfully submitted,

The BB Turnover Committee, Inc.

________________________________________________________________________________________________

13th Communication from Bonita Bay Marina Club Turnover Committee

Dear Bonita Bay Marina Club Boating and Social Members,

Recent communication circulating on e-mail necessitates a clarification from the Marina Club TOC.

The Marina Club TOC is currently working with and plans to work with the Bonita Bay Group on only two things:

1) The refund of due diligence money spent in good faith by the Turnover Committee to acquire the club from BBG who has taken the property off of the market at this time.

2) Bonita Bay's possible return to negotiations with the Marina Club Turnover Committee.

The rumored expansion of this scope of the Marina Club Turnover Committee's role is incorrect.

Only official communication releases from the Marina Club Turnover Committee should be viewed as accurate.

Rick Fioretti, Chairman, Bonita Bay Marina Club Turnover Committee

______________________________________________________________________________________________

UPDATED: March 7, 2010

________________________________________________________________________________________________

The following is a letter that was sent to the "Naples Daily News" by Frank Daniher - a Bonita Bay resdient.

Sent: 3/7/2010

Subj: Bonita Bay Turnover Article

Dear Sir;

As a resident of Bonita Bay, I am very disappointed in your article on the Bonita Bay Club Turnover which appeared in the March 6, 2010 issue of the Bonita Daily News. Your paper spent a significant amount of time chronicling the progress of the member approval process for the turnover of the Mediterra and ShadowWood Clubs: however there was nothing written announcing that a similar process had been initiated with the Bonita Bay Club, the flagship of the Bonita Bay Properties.

It is very disturbing to me that now at the eleventh hour in our negotiation process, this article alleges that there is a potential buyer who, among other claims, will provide the opportunity for the members to receive refunds for their golf dues. To me your article seems to be intent on trying to derail our turnover process. Since this buyer has allegedly been interested since September 2009,why has it taken so long for their interest to be acknowledged and why now at this critical time in the turnover process? Does this mean that he will repay the $100 million in refunds to the golf members? In today's market, such an action would be extremely unlikely.

On the surface, the presence of such a buyer,if legitimate, might give those members who have not yet decided to join the New Club a reason not to proceed to join the New Club. Hopefully, they will recognize that a third party buyer is just trading one outside owner for another who will take money out of the club to the detriment of the residents the value of our club and our properties. The best course of action continues to be for the residents to control their own destiny and vote to take ownership of the club.

Frank Daniher

Bonita Springs

________________________________________________________________________________________________

The Bonita Bay Club Turnover Committee

March 6, 2010

To ALL Members and Former Members:

The excitement for our new Club is growing every day. Let’s keep the momentum going so we can make this an overwhelming success.

We continue getting an excellent response from our members. The current numbers as of the end of Friday are as follows:

1147 - Golf 155 - Tennis 143 - Fitness 239 - Social

As we reported to you previously, there are two parts to the deal with BBG: (1) more than 1050 golf members signup, and, (2) the refund liabilities to be paid by BBG, could not exceed $7 million. With 1147 golf members, we are well ahead of the minimum goal for the New Club and we expect additional members to continue to sign up in all categories over the remaining 3 days. We are also well ahead of all of our financial projections but the more members we get the better our new Club will be.

However, we need to continue to reduce the refund liability to $7 million or less. It is EXTREMELY IMPORTANT to have current members and former members either to: (1) join New Club, or (2) take the 30% offer from BBG. Doing nothing hurts all members and residents of Bonita Bay. We, the TOC, are asking all members, resigned members and Downgraded members to either:

Join the New Club in the same or different category,

Take the 30% Refund on the Promissory Notes.

REMINDER: The only way to enjoy the facilities of the new Club after the turnover will be to join the new Club. So please sign up if you wish to continue to use our wonderful facilities.

We have had over 1700 members sign up so far in various categories. Many former members have accepted the 30% offer. If you know anyone who has not decided whether to join the new Club or to take the 30% offer, please encourage them to do one or the other by March 8.

For those are unable to join the new Club for whatever reason, we appeal to you to help your friends and fellow residents by accepting the 30% offer from BBG. It is important that you do this by Monday, March 8.

_____________________________

There was a report in the paper this morning about some anonymous buyer allegedly wanting to buy the Club. The TOC would like to make several comments regarding this:

We have a valid, binding contract with BBG for a transaction which is about to be completed.

We want a member-owned Club so we control our own destiny, not a third party owner who will take profits out of the club. The members should control the Club which is so vital to the entire Bonita Bay community. We have seen in the last year what happens when the members don’t control the Club.

We do not believe that this anonymous investor has any idea of the actual finances and facts relating to our club. No third party could ever take on the $100 million deposit obligation, make any payments to resigned members, pay BBG more money, not require further deposits and keep dues the same. It is simply an economic impossibility.

If you have any questions regarding this, please contact a TOC member. Members of the TOC will be at the signup tables all weekend.

______________________________________________________________________________________________

UPDATED: March 3, 2010

________________________________________________________________________________________________

March 3, 2010

12th Communication from Bonita Bay Marina Club Turnover Committee

Dear Bonita Bay Marina Club Boating and Social Members,

In our last communication (# 11, dated January 8, 2010), we communicated that Bonita Bay Group had rejected all offers to purchase the Marina Club and had taken the Marina Club off the market.

January Activity

Several overtures were made to David Lucas and Joey Garon to resume dialog. The TOC was told that even a full price offer of the original Term Sheet Amount ($5,000,000 plus a full waiver of $4,500,000 deposits) would be unacceptably low. The TOC requested a written response from BBG stating the price that would make a turnover possible. Each request was unanswered.

Letter Requesting Refund of Due Diligence Expenditures

February 12, 2010

David Lucas

Joey Garon

Tim Boates

Bonita Bay Group

9990 Coconut Rd.

Bonita Springs, FL 34135

Dear David, Joey and Tim:

On Tuesday, January 5, 2010, Joey Garon advised the Marina Club Turnover Committee that the Bonita Bay Group is no longer interested in pursuing the sale of the Marina Club to its members. Subsequent to that news, members of the Committee have engaged in conversation with both Joey Garon and David Lucas to re-engage negotiations. Bonita Bay Group’s decision to suspend negotiations is disheartening to the Marina Club Turnover Committee who, along with its volunteers, logged thousands of hours and spent thousands of dollars preparing for a professional turnover.

The Marina Club Turnover Committee was formed in May of 2009 at the urgent request of Bonita Bay Group. Because of Bonita Bay Group’s financial condition, the long promised seed money for due diligence analysis was not granted to the Turnover Committee. Funding was solicited from Marina Club members who made generous contributions in anticipation of a successful turnover of their Marina Club. Acting in good faith, the Turnover Committee spent $69,604.73 on: legal fees, appraisal fees, an engineering study, accounting fees, insurance and banking fees.

Negotiating in good faith, the Marina Club Turnover Committee made multiple offers to purchase the Marina Club. Each offer was rejected with no counter offer proposed. Because Bonita Bay Group has now reversed its intentions by indicating no further interest in selling the Marina Club to its members, the Bonita Bay Group has a moral obligation to reimburse the Committee for its expenses. Your reimbursement and the remaining bank balance should most certainly be returned to the contributors. This is not only the right thing to do, but is necessary should Bonita Bay Group wish to retain any good will with Marina Club members, or ever wish to form another committee of members for a future turnover.

The Turnover Committee will provide detailed accounting of the above mentioned expenditures and the contributors. Please advise the Committee of your intentions and designate the individual to whom the accounting and contributor details should be directed. We would appreciate hearing from you by Monday, February 22 so that we can prepare our last communication to Marina Club members by the end of the month.

Sincerely,

The Marina Club Turnover Committee, Rick Fioretti (Chairman), Gregg Bedell, Jim Chisholm, Steve Jess, John Maliszewski, Jim Patterson, bbmcto@aol.com

Response to the Letter Requesting Refund of Due Diligence Expenditures

February 22nd came and went with no response to the letter.

At the Marina Club Town Hall Meeting on February 24 (discussed at length below), Joey Garon acknowledged that he had not met the requested date, but promised that the TOC would hear a response by Monday, March 1. When no response had been received by March 2, the TOC sent Joey Garon the following message:

Joey,

At last week's Marina Club Town Hall meeting, you promised that the TOC would hear back from you by Monday, March 1 regarding your plans to reimburse the due diligence expenses.

It is now Tuesday, March 2 and we have heard nothing. Our next communication to the membership will release tomorrow, Wednesday, March 3rd. We will update the membership on your response or lack of response at that time.

Marina Club TOC

At 4:23PM on March 2, we received the following note from Joey:

Yes I did! Going through the bank appraisal and will be circling back to you soon. Do you still want to work towards a transaction? If so, the refund on the due diligence might be unnecessary? Joey

At 6:10 on March 2, Rick Fioretti, Chairman of the Marina Club TOC wrote the following note to Joey:

Joey, Glad to hear you have an appraisal to review. I would be happy to assist in the review please call me to discuss. Yes, our group is still interested in working through a transaction. Please advise, formally, if we are back in the stage where the marina is being offered for sale to the membership. I don't want to raise hopes of a transaction if it's not for sale. To this, a letter from BBG restarting the transaction or a letter regarding the refund of due diligence would be expected to formally respond to our membership. Regards, Rick Fioretti

Marina Club Boating Member Town Hall Meeting – February 24, 2010

Joey Garon called a Town Hall Meeting for February 24 at 2:00. Invited were Boating Members of the Marina Club only, with seating enough for the first 70 individuals to RSVP.

All seats were taken with many Marina Club members standing. Joey Garon kicked off the meeting with a brief report on the status of the turnover of all clubs in the Bonita Bay Family: Mediterra and Shadow wood complete, Veranda close, Twin Eagles and Bonita Bay in process.

Moving to the topic of the Marina Club, Joey acknowledged that the Marina Club has been taken off the market. He indicated that perhaps when Bonita Bay Club and Twin Eagles are completed, BBG will have time to focus on the Marina Club, maybe by the end of April. Joey reported that BBGs appraisal of the Marina Club had come in higher than expected and that until BBG has time to fully study the appraisal, no selling price can be set. Joey indicated that the appraisal was over $8 million. When questioned, he stated that the appraisal had come in at $8 million cash, PLUS the deposits of active members of $4.5 million – totaling over $12 million. Subsequent skeptical questioning from members revealed that the appraisal was conducted months ago and that Joey has not been given access to the results. Joey committed that he would attempt to move the review of the appraisal “up” in the priority list. Joey repeatedly stated that the sale had to be a “fair” price for both sides to be considered by Bonita Bay Group. Apparent to the observers was the fact that Joey Garon is not the decision maker in this process. The decision making process involves Key Bank, the Lucas family and Tim Boates of RAS. However, the process that is used to arrive at business decisions appears to be non-linear, inconsistent and vague. It was also abundantly clear that these same decision makers did NOT invest in a Crisis Management P.R. and Communications consultant. Such a skill set could have developed a Communications plan that would have prevented the recent Bonita Bay Group misfires and blunders that have caused disappointment and anger and have resulted in an absolute lack of trust and confidence in the management of Bonita Bay Group.

Joey attempted to clarify the Backwater Jack’s lease to the Bonita Bay Club. Upon questioning, he acknowledged that the communication had not been good. It was obvious that consideration had not been given to the fact that Marina Club documents define the Marina Club as both a marina and a restaurant and that some members may be sensitive to an arbitrary transfer of Backwater Jack’s management from the Marina Club to the Bonita Bay Club. It was apparent that prior to the finalization of the lease, a definitive communication must be developed to current Social and Boating members of the Marina Club defining backwater Jacks usage.

Rick Fioretti, Chairman of the Marina Club Turnover Committee asked Joey several questions:

1) What is the status of the requested refund of due diligence spending? Answer: BBG will be having a meeting this week to discuss the request and will get back to the TOC by Monday, March 1.

2) What is the likelihood of turnover in 2 years? Answer: Joey indicated that BBG remains committed to an eventual turnover to members.

3) Does BBG have plans to develop the marina area or to sell it to a 3rd Party? Answer: Joey stated that BBG will focus on sales, not on development in the future. There have been 3rd parties who have been very interested in Bonita Bay clubs, but that BBG wants to sell the Marina Club to its members, not a 3rd party.

Where do we go from here?

It is clear that the residents of Bonita Bay must gain control of the Marina Club. The marina with access to the Gulf of Mexico distinguishes Bonita Bay from the dozens of beautiful golfing communities in southwest Florida.

The Marina Club TOC will follow through with Joey Garon’s overture of March 2 to either restart negotiations or recover due diligence expenditures from BBG.

The Marina Club Turnover Committee’s e-mail remains active and supported:

bbmcto@aol.com

Your Bonita Bay Marina Club Turnover Committee

Rick Fioretti (Chairman), Gregg Bedell, Jim Chisholm, Steve Jess, John Maliszewski, Jim

______________________________________________________________________________________________

UPDATED: February 27, 2010

________________________________________________________________________________________________

The Bonita Bay Club Turnover Committee

February 26, 2010

Report #39

Dear Fellow Bonita Bay Club Members,

Report #38 consisted of an update on some recent events; a description of the sign-up process at the Membership Desk; a comment on Backwater Jack’s; announcements that current Sports members would have their current golfing privileges “grandfathered”, that the “hold harmless section of the Membership Application would be deleted, and that certain installments due to BB Group would not have to be paid; and responses from the TOC to some of the concerns raised by members at the town hall meetings or in emails.

All of our previous reports can be found on our website at www.bbtoc.wordpress.com by clicking on the Report title under “Club Cmte.” in the left-hand column.

Status of Sign-ups for the New Club

Your Committee is pleased to report that the sign-up process for joining the New Club is going very well. As of last night, over 700 golf members have signed up and about 150 members in the other membership categories have joined. Please come to the Clubhouse and sign up as soon as possible. We expect to be very busy towards the end of next week as the March 8 deadline approaches and the waiting time for assistance could become considerable.

We plan to provide a list of all members who have not joined the New Club to the TOC neighborhood representatives on Monday, March 1 so that they can follow up with these members in each of their communities. The complete list will also be posted in the Clubhouse at that time. Please sign up before Monday in order to save your neighborhood rep the trouble of contacting you.

Membership Desk

The “Membership Desk” is open from 9 am to 5 pm Monday through Saturday and noon to 5 pm on Sunday at the West Clubhouse for members to obtain information, receive answers to any questions, find copies of documents and forms and get assistance in completing the Membership Application. Both spouses are required to sign the Waiver and have their signatures notarized. Notaries are available at the Membership Desk. The deadline for completing applications and making payment is March 8, 2010. Any checks delivered prior to March 8, 2010 will not be deposited until that date.

Capital Assessment

As stated in the information memorandum on pages 4 and 9, there will be a monthly capital assessment for 12 months beginning July 1, 2010 of $100 for golf members and lesser amonts for the other categories of membership. Members have the option to pay the capital assessment as a lump sum at a discount. Due to administrative issues, any lump sum payments need to be paid by the sign-up deadline of March 8 in order to qualify for the discount.

Out-of-Town Members

Your Committee has been in touch with a number of members who are currently travelling or otherwise out-of-town and is doing its best to assist these members in joining the New Club prior to March 8. If any members know of other members that are out-of-town or may not be aware of the sign-up procedure and the deadline of March 8, please inform the TOC or Pat Schulz (949-5061) so that we may try to contact and accommodate these members.

Membership Plan and Rules

Your Committee has been working on the Rules and Regulations document for the New Club, which includes the Membership Plan. The membership plan is consistent with the Summary of the Membership Plan contained on pages 11 to 17 of the Information Memorandum recently provided to all members. Most of the Rules dealing with other subjects, such as making tee times, disciplinary matters and paying bills, are modeled on the Rules and Regulations of the predecessor Club.

Copies of the Rules and Regulations for the New Club should be available at the Clubhouse for members who would like a copy starting on Tuesday, March 2.

In order to deal with concerns expressed by some members that the Rules and Regulations could be amended by future Boards of Directors, these Rules contain provisions that certain matters cannot be amended without the approval of the membership of the Club as provided in the Bylaws. The matters that will require the approval of the membership to be amended include the refund policy of the New Club and the maximum six month notice period required for resignations.

“Hold Harmless” provision in the Membership Application

As previously stated in report #38, section 6 of the Membership Application, which consisted of a “Hold Harmless” provision in favor of the New Club, has been deleted. Any applications that have already been submitted to the New Club will have this provision deleted for the benefit of the member.

Invitation to all Residents of Bonita Bay

All residents of Bonita Bay who are not yet members of the Bonita Bay Club have been invited to attend a meeting at the Clubhouse at 10:00 a.m. on March 2, 2010. Your Committee will present to these residents the benefits of joining the New Club and answer any questions.

As previously reported, new members will have the opportunity to join the New Club until June 1, 2010 at a significant discount to the regular initiation fees. These promotional initiation fees, which are specifically designed to encourage the residents to support the New Club, are as follows:

Social membership $ 2,000

Fitness membership $ 6,000

Tennis membership $10,000

Golf membership $45,000

We hope that many of the residents of Bonita Bay will take advantage of this excellent opportunity to join the New Club, at least as social members, and support the Club’s significant contribution to the value of the Bonita Bay community.

Respectfully submitted,

The Turnover Committee

Phill Ashkettle

Dave Barry

Dave Bowers

Henri Dyner

Tony Heyworth

Lance Johnson

Peter Jones

John Klocko

Cindy White

__________________________________________________________________________________________

Homeowners Transition Committee

Date: February 26, 2010

To: All Bonita Bay Homeowners

Congratulations to the BB Club TOC

The Homeowners Transition Committee sends hearty congratulations to the BB Club TOC for their success in negotiating an agreement with our developer, Bonita Bay Properties, Inc. (“BBPI”), to purchase the Bonita Bay Club. We are especially pleased that the agreement includes a commitment by BBPI to use reasonable best efforts to transfer control of the Bonita Bay Community Association to homeowners.

Concerns over Transition of BBCA to Homeowners

Some homeowners and club members have expressed a concern that the Club agreement only requires that BBPI will use “reasonable best efforts” to transition the Community Association to homeowner control within one year. The HTC wants you to know that we have reviewed the language in the agreement regarding the transition of the Community Association and are comfortable with it. The HTC’s discussions with BBPI on the terms and conditions of turnover have not yet begun, and will not until the Club sale is completed. Those discussions may take many months to reach a conclusion. Further, once the transfer plan is agreed upon, the complicated process of transitioning all of the employees, contracts, equipment and systems may take many additional months.

Once again, we applaud the Club TOC on their success. The Club sale will enhance the value of our properties and our community.

Respectfully,

The Homeowners Transition Committee

Roger Brunswick

Ken Mack

Phil Otero

Rich Dell

Carol Markey

Larry Russell

Lance Johnson

Bruce Mohl

______________________________________________________________________________________________

UPDATED: February 20, 2010

________________________________________________________________________________________________

Bonita Bay Club Turnover Committ

Report #38

February 18, 2010

Dear Fellow Bonita Bay Club Members,

Report #37 consisted of a summary of the key elements of the proposed transaction to acquire the Club from BB Group, the conversion plan, a summary of the membership plan, and the expected timetable of certain planned events.

All of our previous reports can be found on our website at www.bbtoc.wordpress.com.

Recent Events

On February 6, 2010, the TOC and Bonita Bay Properties, Inc. (“BBPI”) signed a definitive Club Transfer Agreement (the “CTA”) to purchase the Club. The TOC endorses this proposed transaction and encourages all members to join the New Club.

On February 12, 2010, an electronic copy of the Information Memorandum and Membership Application package was emailed to all members on our email distribution list. A paper copy of this document was also mailed to all members on February 16, 2010. This Information Memorandum is also available on our website at www.bbtoc.wordpress.com and at the Club’s website at http://www.bonitabayclub.net in the Members section. The document contains a summary of the proposed purchase transaction, the conversion plan, a summary of the membership plan and refund policy, financial projections for the New Club and the bylaws for the New Club. The package also includes the membership application and waiver that must be completed and signed for members to join the New Club.

On February 16 and 17, the TOC held “town hall” meetings to present the contents of the Information Memorandum to all members and to answer questions from the members. These meetings were very well attended and many excellent questions were asked and answered. Your Committee sincerely appreciates the support of all the members who spoke in favor of the proposed transaction.

Membership Desk

A “Membership Desk” is now open at the West Clubhouse for members to obtain information, receive answers to their remaining questions, find copies of documents and forms and get assistance in completing the Membership Application. Both spouses are required to sign the Waiver and have their signatures notarized. Members are encouraged to have their signatures on the Waiver notarized prior to coming to Membership Desk in order to speed up the joining process, although notaries are available at the Membership Desk. Please also bring your check book as we are not able to accept credit card payments. The deadline for completing applications and making payment is March 8, 2010. To avoid the long line-ups expected near the end of the process, we encourage members to join the New Club as soon as possible. Any checks delivered prior to March 8, 2010 will not be deposited until that date.

Backwater Jack’s

As stated on page 4 of the Information Memorandum and explained at the “town hall” meetings, the New Club is negotiating a lease of Backwater Jack’s from BBPI and that all members of the New Club will have access to this restaurant without the payment of any additional fees or dues. In addition, all members of the Marina Club, including the social members of the Marina Club, will continue to be able to enjoy the use of this amenity.

It is the TOC’s expectation that this lease will be cancellable by either BBPI or by the New Club on relatively short notice, so that if the operation of this facility were to become a financial burden on the New Club, any such burden could be quickly eliminated.

Golfing Privileges for Tennis Members

The membership category of Tennis Member in the New Club is equivalent to Sports member in the old Club. The Membership Plan section of the Information Memorandum contains an incorrect statement with respect to the golfing privileges of some of Tennis members in the New Club. Members who are currently (as of February 17, 2010) Sports members of the old Club and who join the New Club at turnover as Tennis Members will be “grandfathered” and will have the same golfing privileges that Sports members currently enjoy, at least initially. Specifically, these Tennis members will be permitted to play golf (unaccompanied by a golf member) from April 16 to December 31 at the prevailing guest fee rate, on a space available basis, with two day sign-up privileges. The extent and terms of these privileges will be revisited from time to time by future Boards of Directors. Members who upgrade or downgrade to a Sports membership or a Tennis membership after February 17, 2010 or who join the New Club as a Tennis Member will not be “grandfathered” as described above.

Fitness members will initially have the same golfing privileges as Social members in the New Club.

“Hold Harmless” provision in the Membership Application

Section 6 of the Membership Application contained in the Information Memorandum consisted of a “Hold Harmless” provision in favor of the New Club. Upon further reflection, the TOC has decided that this provision should be deleted from the Membership Application. Any applications that are already submitted to the New Club will have this provision deleted for the benefit of the member.

Installments owing to BB Group by recent members

Many members joined the old Club by agreeing to pay their refundable initiation fee to BB Group in several installments. Some of these members did not make the installment payments that were due subsequent to the November 2008 announcement by BB Group that they were suspending all refunds of initiation fees. BB Group has agreed to waive these unpaid installment payments of refundable initiation fees and the New Club will also waive collecting these installments as long as the member has paid at least $45,000 for their membership. These members will have future initiation refund entitlements from the New Club related to the amount that they actually paid in refundable initiation fees to join, subject to the same refund reduction arrangements as all other members.

Any remaining installment payments due on non-refundable initiation fees must be paid to the New Club when due for these members to continue to be members of the New Club. Of course, these members with unpaid installments will also have to pay the applicable Conversion Fee to join the New Club.

Promotional Initiation Fees and Price Guarantee

The non-refundable initiation fees for the New Club will be as set out on pages 15 and 28 of the Information Memorandum and will apply to new members joining after June 1, 2010. The TOC has decided to offer new members the opportunity to join the New Club until June 1, 2010 at a significant discount to the regular fees. These promotional initiation fees were announced at the town hall meetings on February 16 and 17, 2010 and are as follows:

Golf membership $45,000

Tennis membership $10,000

Fitness membership $ 6,000

Social membership $ 2,000

The TOC understands that some prospective members may be reluctant to join the New Club even at these initiation fees due to concerns that initiation fees may be lowered in the future. To alleviate any such concern, the TOC has decided to guarantee the new members paying the above initiation fees that if initiation fees are lowered by the New Club prior to 2012, these new members would get an immediate refund to the extent of any reduction in initiation fees.

Concerns raised by some Members

A number of concerns have been raised by some members, either in emails that have been circulating among the members or at the town hall meetings. Some of these concerns and our responses to them are as follows:

The purchase price

It has been pointed out that the total purchase price includes the cash paid to BBPI of $11.5 million, the waiver of approximately $75 million of promissory notes, and the value to BB Group from the lease of one East course for three years. While this may be a valid observation, it should be pointed out that the likelihood of the members being able to recover $75 million of value from BB Group for their promissory notes is extremely low. In addition, the incremental cost to the New Club of leasing one East course to BB Group for three years is negligible and the lease will generate additional revenues for the New Club that it would otherwise not receive.

Your Committee negotiated long and hard to get BB Group to accept $11.5 million in cash and to agree to retain all of the liabilities for refunds to members who have resigned or downgraded prior to turnover. In addition, $7 million must be set aside to deal with these liabilities for refunds and to make a cash settlement offer of 30% to these members for their refund claims. While it is conceivable that a better deal could have been negotiated if the TOC had protracted the negotiations, it was the judgment of the TOC that the proposed transaction would be acceptable to the vast majority of the members and that any further delays in resolving the dispute with BB Group could be counter-productive to the future prospects for the New Club.

Availability of Club Transfer Agreement

A very small number of members have requested a copy of the definitive agreement between the TOC and BBPI. The agreement will be available for inspection at the Clubhouse by any current member who would like to review it. Arrangements to review the document can be made through any TOC member. The reviewing member will be required to sign a confidentiality agreement and will not be permitted to make any copies.

Bonita Bay Community Association

Some members have expressed concern that the CTA only requires BBPI to use its reasonable best efforts to turn over the BBCA to the residents within one year. The Homeowners Transition Committee (the “HTC”) is responsible for conducting the due diligence on the BBCA and for negotiating the terms and conditions of turnover. This committee is working hard and doing an excellent job but is not yet ready to conclude negotiations on the terms and conditions of turnover. Under these circumstances, it would not be reasonable for the TOC to expect either BBPI or the HTC to commit to a turnover until the terms and conditions have been negotiated and the TOC decided that it was not in the interests of the members of the Club to delay the turnover of the Club until the turnover of the BBCA could also be concluded.

Restrictions on joining the Club or Upgrading

The CTA requires that any member that paid a refundable initiation fee must sign a waiver in favor of BBPI and that any member who resigns and participates in the 30% cash settlement offer for their refund claims against BBPI cannot join the Club for three years. In addition, any members who has downgraded must participate in the 30% cash settlement offer for their refund in order to join the New Club and cannot upgrade their membership category for three years. A few members have suggested that these provisions are unfair. BBPI insisted on these provisions so that current members would not be able to resign from (or downgrade in) the old Club, take the 30% cash settlement offer from BBPI and then rejoin the New Club (or upgrade their membership category) by paying a new initiation fee. This was not an unreasonable position for BBPI to take since it has no control over the initiation fees the New Club might charge in the future. In any event, given the initiation fees currently proposed for the New Club, it would not make economic sense for a member to do this.

In addition, if the total refund liability that BBPI retains (including the payments to be made under the cash settlement offer) exceeds $7 million, BBPI has the right to terminate the proposed transaction. The existence of these three year provisions in the CTA increases the likelihood that the transaction will be completed by BBPI since the total refund liability to be retained by BBPI is more likely to remain under $7 million.

Conclusion and Recommendation

The TOC would again like to thank all the members for their patience and support during this difficult process. We sincerely hope that a sufficient number of members agree to join the New Club by March 8, 2010 so that the transaction can be completed on schedule. For those who have reservations about the proposed transaction, we ask that you consider putting the interests of the New Club and the community ahead of your personal interests or your understandable desire to obtain justice from BB Group. We have the opportunity before us to take control of our own destiny at the Club and to return the Bonita Bay Club to the status of the premier club in Southwest Florida. Let’s do it.

Respectfully submitted,

The Turnover Committee

Phill Ashkettle

Dave Barry

Dave Bowers

Henri Dyner

Tony Heyworth

Lance Johnson

Peter Jones

John Klocko

Cindy White

______________________________________________________________________________________________

UPDATED: February 10, 2010

________________________________________________________________________________________________

Bonita Bay Club Turnover Committee Februry 10, 2010

Report #37

February 10, 2010

Dear Fellow Bonita Bay Club Members,

Report #36 announced that a definitive agreement to purchase the Club has been signed with BB Group.

All of our previous communications can be found on our website at www.bbtoc.wordpress.com.

Status of Transaction

As announced last Saturday evening, the TOC and Bonita Bay Properties, Inc. (BBPI) signed a definitive Club Transfer Agreement (CTA) to purchase the Club. The TOC endorses this proposal and encourages you to join the New Club. This is the opportunity for our community to come together to preserve our lifestyles and enhance our real estate values. It is time to look forward to create a new Bonita Bay Club which should regain its status as the premier club in Southwest Florida.

Timetable

The TOC has prepared a lengthy Information Memorandum and Membership Application package which should be mailed to members on or about February 15, 2010. This Information Memorandum should also be available on our website at www.bbtoc.wordpress.com by February 11. The document contains a summary of the proposed purchase transaction, the conversion plan, a summary of the membership plan and refund policy, financial projections for the New Club and the bylaws for the New Club. The package will also contain the membership application and waiver that must be completed and signed for members to join the New Club.

The TOC plans to conduct "town hall" meetings for all the members to review the contents of the Information Memorandum and answer questions from the members. These town hall meetings are scheduled for February 16 and 17, 2010 at 10:00 a.m. and 2:00 p.m. at the Bonita Bay Club West clubhouse. Please bring your check book so you can join the New Club following the meeting. We will not be able to accept payment by credit card. Please call the Front Desk at the Club, 239-495-0200, to reserve your place at one of the meetings. Parking will be limited so please car pool, walk or ride your bikes.

Starting February 16, 2010, a "Membership Desk" will be open at the West Clubhouse for members to obtain information, receive answers to their questions, find copies of documents and forms and get assistance in completing the Membership Application. We encourage everyone to submit their applications as soon as possible.

The Proposed Transaction, Conversion Plan and Membership Plan

The following is a summary of the main terms of the proposal:

• New Club will acquire 90 holes of championship golf and related practice facilities and equipment, the East and West clubhouses, the Tennis Facility, the Fitness Facility, the swimming pool, the parking areas, the maintenance facilities, and all furniture, fixtures and equipment.

• BBPI has agreed to use its reasonable best efforts to transfer control of The Bonita Bay Community Association to the residents within twelve months of the turnover of the Club.

• The CTA contains an agreement providing for the long term, secure supply of irrigation water for the New Club and a control mechanism for future price increases.

• All cash from revenue (after payment of Club expenses) generated by the Club since October 1, 2009 will remain in the New Club at closing.

• The cash purchase price to BBPI is $11.5 million in cash and a release of claims against BBPI.

• The New Club will grant of a license to East Course Holdings, LLC (ECH), an affiliate of the Bonita Bay Group (BBG), to use one East course for resort play for three years on a rotating basis daily in exchange for payments to the New Club.

• Liabilities for refunds to resigned members will be retained by BBPI which will make a cash settlement offer to those members equal to 30% of their initiation deposit liability. Members who accept the cash settlement offer may not join the New Club for three years. Members who do not join the New Club at turnover or accept the cash settlement offer may pursue their claim against BBPI but will not be permitted to join the New Club for three years after turnover, upon approval of the then Membership Committee of the New Club.

• Members who have downgraded their membership, are owed a refund by BBPI in connection with their downgrade and wish to join the New Club at the downgraded level, must accept the 30% cash settlement offer for the amounts they are owed and must sign the Waiver in favor of BBPI for such amount and cannot upgrade their membership for three years after turnover.

• BBPI may terminate the CTA if its remaining liability for refunds including the amounts to be paid for cash settlements and the liabilities for those who do not accept the cash settlement offer) exceeds $7 million.

• If the remaining liability for refunds (including the amount paid for cash settlements and the liabilities for those who do not accept the cash settlement offer) is less than $7 million, the New Club will receive a credit against the purchase price or other amounts payable to BBPI under the CTA equal to 25% of the amount those refund liabilities are less than $7 million.

• The TOC may terminate the CTA if less than 1050 golf members join the New Club.

• There will be a Conversion Fee for each class of membership to fund the purchase price. This Conversion Fee will be refundable upon leaving the New Club on a best efforts basis. Refunds of the Conversion Fee will have priority over refunds of past initiation fees. The Conversion Fees are as follows:

Golf membership $10,000

Tennis membership $ 3,000

Fitness membership $ 2,000

Social membership $ 1,000

• The New Club will use its best efforts to refund a portion of the original initiation fees to its members. The portion that will be eligible for a refund from the New Club will be the original refundable initiation fees paid reduced by 50%, up to a maximum reduction of $45,000.

• All members who paid a refundable initiation fee and who join the New Club must sign a waiver in favor of BBPI and others releasing BBPI from further liability under the Notes for the initiation deposits.

• All previous members who resigned or downgraded will be invited to rejoin the New Club or upgrade their membership by paying the Conversion Fee.

• Dues for 2010 will be held at 2009 levels.

• For the 12 months beginning July 1, 2010, there will be a monthly capital assessment of $100 for golf members and lesser amounts for other membership categories. Members will have the option to pay this assessment in a lump sum at a discount.

• Initially, new members joining the New Club after the turnover will pay a non-refundable initiation fee.

• The TOC will continue as the new board until elections can be held for the board of the New Club which the TOC expects to occur by early June, 2010.

• BBPI has agreed to negotiate a lease of Backwater Jack's to the New Club. The TOC and BBPI are working on finalizing this agreement. The New Club would then operate Backwater Jack's as part of the Club's facilities with no additional dues for the members.

• A new category of membership will be created, called a Fitness membership. Current Social members who wish to use the Fitness facilities will need to join the new Club as Fitness members. The category of membership formerly known as a Sports membership will become a Tennis membership in the New Club.

• All members that are or reach the age of 80 ("Super Seniors") will receive a refund of their Conversion Fees over a five year period by providing them with a credit to their annual dues that would otherwise be payable of 20% per year of the Conversion Fee paid.

• Golf and Tennis members who are age 80 and older will receive a credit of 20% of their annual dues each year towards green fees, cart fees and guest fees.

• Members will have the opportunity at turnover to purchase a Family Transfer Option which would allow a member to give the membership to a family member.

• The TOC will continue as the new board until elections can be held for the board of the New Club which the TOC expects to occur by early June, 2010.

• Dues for 2010 will be held at 2009 levels.

We invite and encourage all current members to join us in establishing the New Club. Let's all make the effort to talk to our friends and encourage those Bonita Bay residents who do not belong to the Club to join the Club in some capacity as we establish our own member-owned Club. Members of the TOC will be available to answer any of your questions.

Respectfully submitted,

The Turnover Committee

Phill Ashkettle

Dave Barry

Dave Bowers

Henri Dyner

Tony Heyworth

Lance Johnson

Peter Jones

John Klocko

Cindy White

______________________________________________________________________________________________

________________________________________________________________________________________________

Report #35

January 22, 2010

Dear Fellow Bonita Bay Club Members,

Report #34 contained an update on our continuing discussions with BB Group, an indication of a possible timetable for the completion of a transaction, a comment on the planned formation of committees of volunteers and a list of the tasks that your Committee will be performing prior to turnover.

All of our previous communications can be found on our website at www.bbtoc.wordpress.com.

Discussions with Bonita Bay Group

As reported on December 7, 2009 in report #32, an agreement in principle was reached with BB Group on the principal terms of a turnover of the Club to the members.

Your Committee is in discussions with BB Group on the details of the definitive agreement. A draft, prepared by counsel for the TOC, was sent to BB Group on December 24, 2009. We received written comments on this draft from counsel to BB Group on January 16, 2010. While there is considerable work to be done prior to finalizing the definitive agreement, the committee remains positive about the outcome.

Work is also ongoing on the draft agreement providing for the use of one of the East courses, on an alternating daily basis, by New Leaf Management, Inc. In addition, discussions are continuing with respect to the pricing and supply of irrigation water by Resources Conservations Systems.

Timetable

The purchase of the Shadow Wood Club by its members was completed on January 15, 2010. Your Committee is optimistic that BB group will now focus its attention on completing the turnover of the BB Club. We hope to have a definitive purchase agreement signed by late January or early February. The TOC is also working on the proposed bylaws, conversion plan, membership plan and refund policy for the new Club. We are also preparing an information memorandum and application package which will be provided to all members following the signing of a definitive agreement.

The TOC plans to hold "town hall" meetings to discuss the information package and to answer questions from the members.

Alternatives to joining the new Club

As previously reported, all members who decide to join the new Club will be required to pay a conversion fee and to sign a waiver of refund liability in favor of BB Group and their lenders. In order for the New Club to have sufficient members to be financially viable and for BB Group to be willing to accept the remaining amount of refund liability for resigned and downgraded members, it will be necessary for at least 85% of the current members to join the new Club.

Current members and recently resigned or downgraded members will be encouraged to join the new Club. The TOC is aware that some members will decide not to join the new Club and may pursue other alternatives. BBG has indicated they plan to offer a settlement proposal to all those who decide not to join. A small group is trying to put together people to initiate new legal action against BB Group. We do not believe that this is in the best interest of the membership. We will be making the option of joining the new Club as attractive as possible, and believe that once members have had a chance to review the terms under which they may become members/owners of the New Bonita Bay Club, the overwhelming majority will decide to join the new Club. This legal action proposed could result in a divided community and lengthy litigation with a highly uncertain outcome.

Your Committee requests that the members defer making any final decisions with respect to joining the new Club, taking a settlement proposal or pursuing other avenues, until all of the details of the proposed turnover transaction are known, the conversion plan and new membership plan can be presented to the members and any questions can be answered.

Respectfully submitted,

The Turnover Committee

Phill Ashkettle

Dave Barry

Dave Bowers

Henri Dyner

Tony Heyworth

Lance Johnson

Peter Jones

John Klocko

Cindy White

______________________________________________________________________________________________

UPDATED: January 15, 2010

________________________________________________________________________________________________

January 15, 2010

THE CLUB IS OURS!!!!

After months and months of negotiations, planning, and hoping, we can finally tell you the great news that we are now the new owners of SHADOW WOOD COUNTRY CLUB, INC.

It has been a long and arduous process for all of us with disappointments along the way. But, thanks to your tremendous support, trust, and patience, we've achieved the goal that we set for ourselves a long time ago. The future of the New Club is now in our hands.

Membership

The very latest membership statistics are very impressive.

# Joined Goal % of Goal

Golf Members 831 775 107%

Tennis Members 74 75 99%

Social Members 134 113 119%

TOTAL 1,039 963 108%

Equally impressive is the financial outlook for the Club because of our solid membership roster.

As you know, we agreed to fund Bonita Bay Group's resigned member liability obligation through a supplementary purchase price agreement (SPP). The amount of this obligation for Shadow Wood which will be funded through new member joining fees, will be approximately $1.9 million, far less than what we originally anticipated.

This means that because of our high membership numbers and the lower SPP funding amount, we have the opportunity to put the anxiety of the conversion process behind us and have confidence in the future financial viability of our New Club.

Let's Party!!!

The Club is planning a very special member owned party for all members on Wednesday, January 27th. Details will be announced shortly, so mark your calendars now for our celebration.

Club Billing and Payments

Please continue to pay your club bills to the same address as you have in the past. Those who pay their bills electronically do not need to make any changes to the way they have previously paid.

We wish to extend our deepest gratitude and appreciation to every one of you who stepped up in support of our effort to protect our lifestyle and property values through your membership in Shadow Wood Country Club, Inc. Congratulations to all fellow members of our New Club.

SWCC Member Board: Dave Courtney, Rollie Crawford, Dave English, Ray Kostelc, Nancy Nemec, Mike Paquette, Bill Pritts

_______________________________________________________________________________________________

Bonita Bay Club Advisory Board

Meeting Minutes

January 11, 2010

Board Members present: Joe Davi, John Risk, John Pinti, Pete Saputo, Jack Eikenberg, Chuck Campbell and Roderick Price

Bonita Bay Club Employees present: Bob Staehle and Pat Schulz

1) The Turnover Committee provided the Advisory Board with an excellent briefing related to their overall progress and their continued efforts to finalize an agreement with Bonita Bay Group regarding turnover of the club to the members. Detailed discussions and finalization of contract terms for turnover continue to progress according to plan. Advisory Board members expressed thanks to the TOC for the countless hours they have committed to this effort and we commend them on working toward a successful outcome for the Club and our Community.

2) Bob Staehle and Pat Schulz provided an update on Club operations.

i) The Club has 1227 golf members, 204 Sports members and 472 Social members. Member golf rounds and guest rounds for 2009 finished the year 2009 almost exactly the same as member rounds for 2008. Reciprocal rounds in 2009 were dramatically lower than 2008, primarily because in 2009 BBC did not participate in the ACE Classic reciprocal program, which enabled individuals with “ACE passes” to play at a number of clubs on very attractive terms during the low season.

ii) Since early December, fourteen new golf members have signed up under the new golf preview program. Preview members must be residents of Bonita Bay.

iii) As of January 8, 2010, 67% of members have paid dues for January. Members are reminded that dues are payable on or before the first of the month.

iv) The Advisory Board and Turnover Committee jointly continue to take steps to ensure that dues paid to the BBC, remain in BBC. This is part of an agreement made between the parties back in October that extends in to 2010. January reviews are planned to confirm receipts and disbursements under this agreement.

v) With the arrival of 134 new golf carts on the East Courses there has been some debate regarding the value of GPS communication systems on the carts. Many members believe GPS on the carts is an unnecessary expense. Many ardent golfers now have their own GPS devices, but most top clubs have GPS on the carts to serve all golfers, and also to provide communication/location on the course in the event of a medical emergency. After deliberation, BBC management has approved the installation of GPS on the new carts on the East Courses at a cost of $38,000.

vi) On the West Courses the E-Z-Go cart battery problem is nearly resolved. The technical service representatives have been on site daily to install new batteries and get the fleet fully operational.

vii) The Fireside Room plans to re-open on January 15, and then continue to be open on THURSDAY and FRIDAY nights during the season. After consultation with the members, it was decided that Thursday and Friday are the best nights for the Fireside Room to be open.

3) The Christmas Fund collection for the BBC employees was very successful. Approximately $46,000 was given by the members to show their appreciation to the BBC employees. The Board expresses their thanks to all of the very gracious members who contributed to this effort.

4) During Spring 2009 the Advisory Board solicited member contributions to pay for legal fees and other professional fees related to our disagreement with BBC regarding refund policy and turnover. Most of the money we collected was spent on legal counsel from the firm of Cheffy & Passidomo, the principal law firm subsequently retained by the Turnover Committee. As of January 11, 2010, approximately $20,000 remains in the Advisory Board operating fund. The Advisory Board has decided to contribute the remaining balance of these funds to the Turnover Committee on or before February 1st.

Respectfully submitted,

Bonita Bay Club Advisory Board

_______________________________________________________________________________________________

Dear Member,

I want to wish you all a happy and healthy New Year, and again thank the majority of the membership who continue to pay their monthly statements on a timely basis. As the busiest time of the year is now upon us, I also want to continue to communicate current operational information to our membership. We have just endured one of the coldest periods for the longest number of days in recorded history for the Bonita Springs area. Lauren Casey, meteorologist for WINK-TV, in an email to the Club yesterday, stated:

“Morning low of 37 in Ft. Myers this morning marks 9 morning lows in the 30's so far this month. January, 2009, we had 3 lows in the 30's. In an average year, we fall into the 30's only a few mornings during the entire winter season.”

The below-freezing temperatures, combined with the length of the cold spell, have had a damaging effect on the golf course turf conditions, annual flowers, and indigenous landscape material. Most noticeable is the Bermuda grass rough and fairways on the golf courses that are now brown in color, which indicates that not only has the turf “shut-down,” stopping the photosynthesis process, but it has also been burnt by the frost. As weather conditions become more conducive to grass growth, the turf will begin to reverse its current state of decline and will start to grow again. This process, depending on the soil temperature, sunlight, and humidity in the air, could take a period of time. Also, the greens will go “off-color” to a brown and sometimes purple color. Other than this, the greens are a little less affected by the low temperatures, due to their height of cut and density of turf. You can help during this sensitive time by keeping golf carts on the cart paths around tees and greens, particularly while the grass is struggling to recover. Also, trying to stay away from cart-wear patterns in the fairways and roughs would be helpful.

On another note, E.J. McDonnell, Head Golf Professional at the main Club location, continues to work with E-Z-Go to rectify the issue of the batteries in the golf carts losing their charge. Today there are many technicians from Safe Start here (battery distributor directed by E-Z-Go) to replace batteries. They will continue to do so until our problem has been rectified. Thank you for being patient while we finish this project.

As the New Year is upon us, I speak for the entire staff of Bonita Bay Club in our commitment to serving the membership during these difficult times; we are,

At Your Service,

Robert G. Staehle

General Manager of Club Operations

_______________________________________________________________________________________________

UPDATED: January 8, 2010

________________________________________________________________________________________________

Shadow Wood Country Club and the Commons Club

January 8, 2010

WE'RE ALMOST THERE

Club Conversion Date

We are on a path to close on the conversion of Shadow Wood Country Club and The Commons Club to member owned clubs on January 15, 2010. As you can imagine this has been a considerably complex effort by everyone involved and we thank everyone for their patience and support.

As soon as the closing is finished we will notify all members via email.

Latest Joining Results

# Joined Goal % of Goal

Golf Members 829 775 107%

Tennis Members 74 75 99%

Social Members 130 113 115%

Total 1033 963 107%

Thanks to all that have supported our membership drive. We should be well on our way to becoming a sustainable and financially successful club.

In our next report after closing we will give you a more extensive financial report on our conversion and this will include final numbers on outstanding liability owed to resigned

members.

Recent Mailing To Members Regarding CCNC Election

Within the next day or so members will receive a mailing regarding the election of neighborhood CCNC representatives. The return envelope for your ballot was inadvertently left out of the mailing. This means that you need to mail your ballot in your own envelope to the following address or drop it off at the SWCC office.

Dave Courtney

Shadow Wood Country Club

22801 Oakwilde Blvd.

Bonita Springs, Fl. 34135

Pay Your Dues!!!

In our last communication we explained the importance of paying for dues and club expenses on a timely basis. These monies are used to run the everyday operation of the club. When these are not paid on time by some members, the operation of the club suffers. This is continuing to be a problem and is affecting some club operations.

As we have explained before, BBG has committed that all payments by members will be used to run the club. Payment of current expenses and the following month's dues are payable 30 days after invoices are sent. Dues paid for January will be prorated from the date of closing. Delaying payment of these charges will result in our New Club having to pay BBG monies that were owed to them under their ownership.

SWCC Member Board: Dave Courtney, Rollie Crawford, Dave English, Ray Kostelc, Nancy Nemec, Mike Paquette, Bill Pritts

_______________________________________________________________________________________________

January 8, 2010

11th Communication from Bonita Bay Marina Club Turnover Committee

Dear Bonita Bay Marina Club Boating and Social Members,

In our last communication (# 10, dated Dec. 21, 2009), we communicated that the Turnover Committee had submitted a second offer to purchase the Marina Club and that this offer had been unanswered by the Bonita Bay Group. After subsequent follow up phone calls and e-mails, the offer was finally rejected by Bonita Bay Group.

On Tuesday, Jan. 5, 2010, the Marina Club Turnover Committee received notice from Joey Garon that Bonita Bay Group is no longer interested in selling the Marina Club. Joey stated that this could change in the future and if it does, he will contact the Turnover committee. He then thanked the Turnover Committee for its interest and efforts.

Offer History

Original Asking Price:

$5,000,000

Assumption of $5,000,000 Member Deposits

First Offer from Marina Club Turnover Committee:

$2,000,000 Cash

Assumption of $4,500,000 Active Member Deposits:

Response: Rejected with no counter offer

Second Offer from Marina Club Turnover Committee:

$1,500,000 Cash

Assumption of $4,500,000 Active Member Deposits

Bonita Bay Group to retain ability to sell $2,000,000 in unsold memberships

2 year management contract for New Leaf Management

Response: Rejected with no counter offer

In conversation with Joey Garon, subsequent to the rejection of the second offer, Joey acknowledged that the Key Bank appraisal of the Marina Club had come in higher than expected which may have contributed to the desire to retain the Marina Club.

Ramifications

This means that, unless something changes, the Bonita Bay Group will continue to own and operate the Marina Club until the original documented turnover to members scheduled for 2012.

The Marina Club Turnover Committee is very disappointed in this turn of events. However, the decision to sell or not to sell the Marina Club rests with Bonita Bay Group and Key Bank.

The Marina Club Turnover Committee will remain an entity (and the LLC will remain active) until the Marina Club is either ultimately turned over to members or sold to a third party. It remains to be seen, in upcoming conversations with Bonita Bay Group, if this tactic of Bonita Bay’s is a negotiating strategy, or a true change of direction.

Next Steps

The Marina Club Turnover Committee was formed in May 2009, at the request of the Bonita Bay Group. Contributions were solicited from membership to fund the due diligence process.

Acting in good faith, the Marina Club Turnover Committee and its volunteers have invested thousands of hours and thousands of dollars performing the due diligence analysis to facilitate a turnover of the Marina Club from Bonita Bay Group to its members.

The Marina Club Turnover Committee has drafted a letter to Bonita Bay Group. Because the Bonita Bay Group has reversed its course of action, the letter states that Marina Club Members deserve to be 100% reimbursed for the contributions they made to fund the turnover process. Over $88,000 was collected from members and over $72,000 was invested in due diligence expenses for legal fees, appraisal, engineering study, accounting analysis, bank fees, town hall meeting expenses and insurance. With just over $16,000 remaining in the bank account, the letter requests that Bonita Bay Group “do the right thing” and reimburse members for all money spent.

You will be advised about the status of Bonita Bay’s reimbursement for due diligence expenses and of any further developments.

The Marina Club Turnover Committee’s e-mail remains active and supported:

bbmcto@aol.com

Your Bonita Bay Marina Club Turnover Committee

Rick Fioretti (Chairman), Gregg Bedell, Jim Chisholm, Steve Jess, John Maliszewski, Jim Patterson

________________________________________________________________________________________________

UPDATED: January 6, 2010

________________________________________________________________________________________________

Bonita Bay Club

Turnover Committee

Report #34

January 5, 2010

Dear Fellow Bonita Bay Club Members,

Report #33 contained a comment on the excellent response to our request for volunteers, a request that members continue to pay their dues on a monthly basis, a comment on the expected timetable for the conversion of the Club, a comment on the requirements to join the new Club and a clarification on the proposed treatment of resigned , terminated and downgraded members who join the new Club.

All of our previous communications can be found on our website at www.bbtoc.wordpress.com.

Discussions with Bonita Bay Group

As reported on December 7, 2009 in report #32, an agreement in principle was reached with BB Group on the principal terms of a turnover of the Club to the members.

Your Committee is in continuous discussion with Bonita Bay Group on the details of the terms and conditions of the proposed turnover of the Club. A draft of a definitive purchase agreement, prepared by counsel for the TOC, was sent to BB Group on December 24, 2009. We are awaiting comments on this draft from BB Group. About December 28, 2009, we received a draft of an agreement providing for the use of one East course by New Leaf Management, Inc., prepared by its counsel. We have responded to BB Group with our comments on this draft. Discussions are continuing with respect to the pricing and supply of irrigation water by Resources Conservations Systems. We hope to have an agreement on this important issue in the near future.

Timetable

Due to the holiday season and the demands on BB Group's attention from other BB Group Clubs, particularly Shadow Wood, the process of getting to a signed agreement has not progressed as fast as we had originally expected. We now hope to have a definitive purchase agreement signed by late January. The TOC is also working on the proposed by-laws, membership plan and refund policy for the new Club. Shortly after signing, we expect to distribute an information memorandum to all members summarizing the transaction, the conversion plan, and the membership plan. This memorandum will also explain the steps required for members to join the new Club and contain the necessary forms to be completed.

The TOC also plans to meet with the TOC Neighborhood Representatives to discuss the information memorandum. We will then conduct "town hall" meetings to discuss the information package and to answer questions from the membership. These town hall meetings are tentatively scheduled for February 16 and 17, 2010.

In the absence of any unforeseen problems, the turnover could be completed in March.

Volunteers

As previously reported, your Committee is very pleased with the highly qualified members that have volunteered to work with the TOC on the various committees we will be forming to assist in the turnover process. We will be contacting these volunteers as the committees in which they have expressed interest are being formed. Attached is a list of tasks that the TOC will be performing prior to turnover.

Respectfully submitted,

The Turnover Committee

Phill Ashkettle

Dave Barry

Dave Bowers

Henri Dyner

Tony Heyworth

Lance Johnson

Peter Jones

John Klocko

Cindy White

Task List

Purchase Offer:

Term Sheet

Purchase Agreement

Survey/title

Retain Title Company

Engage Phase 1 environmental

RCS Negotiation

BBG process for redemptions

Revise Articles of Incorporation

Membership Application Package:

Summary of Purchase terms

Commitment by Members

Conversion Membership Plan

History

Membership Application

Waiver

Bylaws

New Membership Plan

Operating and Capital budgets

Printing and distribution

Mailing follow-up

Operations:

HR transition

Employee Handbook

Turnover issues-licenses

Employee loyalty bonus

IT conversion

Search firm

Financial:

Secure bank loan

Accounting services

Secure $1M liability insurance

Secure P&C insurance for New Club

Banking services

Communications:

Written publicity

Q&A

Town hall meetings

Neighborhood meetings

Open forums

Telephone support

Resigned member issues:

Waiver

Rules and Regulations:

Elections:

Board

New membership programs:

New Member Application

Interface on BBCA turnover

________________________________________________________________________________________________________

To access emails prior to this date please contact Bay Watch News at:

BayWatchNews@aol.com

To Submit a Comment Please go to BayWatchNews@aol.com