WATERWOOD IMPROVEMENT ASSOCIATION, INC.
ANNUAL MEMBERSHIP MEETING - OCTOBER 12, 2002

CALL TO ORDER - The 2002 Annual Membership Meeting was called to
order by WIA President, Jack Zimmermann at approximately 10:07 a.m.
on October 12, 2002 in the National Room of Waterwood Country Club.

QUORUM STATEMENT - Jack Zimmermann announced that the number of
eligible voters for 2002 were 1328 with 10 percent needed for a
quorum. A quorum was declared present. Three hundred, forty-five
(345) voters were declared present in person and proxy.

At this time, President Zimmermann recognized each board member and
their accomplishments for the 2001-2002 year. He also recognized the
staff, Waterwood Security officers and Firemen that were present.

APPROVAL OF THE 2001 ANNUAL MEMBERSHIP MEETING MINUTES - Reading of
the minutes of the 2001 Annual Membership Meeting was waived as
members had received copies in the December 2001 newsletter. Earl
McVay made a motion to approve the 2001 minutes as written. This
motion was seconded by Carol Winters and passed.

President Zimmermann reported that there were 369 Proxy Ballots
received by the October10, 2002 deadline. The total number of valid
proxy ballots were 336. There were 33 invalid proxy ballots due to
the following: 10 - No date; 19 No signature or date; 2 - Not signed
by Owner of Record; 1- No signature; 1 - Invalid date.

RECEIPT OF AUDITORS REPORT FOR 2001 - WIA President Jack Zimmermann
reported that total number of received proxy ballots cast were 336
voting for the Receipt of the Auditors Report for 2001 and 3
against. Dick Beare made a motion to approve the Receipt of the
Auditors Report for 2001. There were nine (9) floor votes voting for
and zero (0) against. Making the total 342 for and 3 against the
receipt of the Auditors Report for 2001. This motion was seconded by
Earl McVay and passed.

RATIFICATION OF AUDITORS FOR 2002 - WIA President Jack Zimmermann
reported that total number of received proxy ballots cast were 336
voting for the Ratification of Auditors for 2002 and 3 against.
Baldomar Garia made a motion to approve the Ratification of Auditors
for 2002. There were nine (9) floor votes voting for and zero (0)
against. Making the total 342 for and 3 against the Ratification of
the Auditors for 2002. This motion was seconded by Ethel Picklo and
passed.

ELECTION COMMITTEE REPORT - Jim Jemison, Election Committee Chairman,
thanked the members of the committee then gave a summary of the
election process and procedures for the election of Directors. He
then announced the votes received for each candidate as follows:
Mike Burney (347), David Carey (221), Jim Kwiatkowski (312), Terri
Reed (140), John Shideler (262), and Carol Winters (247). Write in
votes were as follows: Dick Hansen (1) and Louie E. Rogers (1).
There were 406 ballots received. The total number of valid ballots
were 402. There were four (4) invalid ballots. Three (3) with no
signature stub and one (1) voting for more than four (4) directors.

NOMINATING COMMITTEE - Jack Zimmermann announced that Donna
Bridgeford had agreed to chair the Nominating Committee for 2003.

UNFINISHED BUSINESS - President Zimmermann reported on the new
business from the 2001 Annual Meeting and addressed each issue and
their result. WIA member John Swartz questioned the future of Pools
Creek Park.

NEW BUSINESS - WIA member Bob Boyle questioned having Alltel
replaced with another phone service. WIA member Gayl Ganskow
requested that a clear explanation be given on who owns the Parkway
from 980 to the club. WIA member Elly Beare voiced her concern of
the Lehtonen fence. WIA member Kenneth Grimes questioned if WIA
could influence the club to clean up and repair the deteriorating
marina.

President Jack Zimmermann announced the candidate open forum to be
held at the Waterwood Resort and Golf Club on October 22, 2002.

WIA member Earl McVay voiced his appreciation for the leadership of
outgoing WIA President Jack Zimmermann.

There being no further business, Damon Thomas made a motion to
adjourn, seconded by John Shideler. The meeting was adjourned at
approximately 11:30 a.m.