WATERWOOD IMPROVEMENT ASSOCIATION, INC.
ANNUAL MEMBERSHIP MEETING – OCTOBER 9, 2004

CALL TO ORDER – The 2004 Annual Membership Meeting was called to
order by WIA President, Jack Zimmermann at approximately 10:00 a.m.
on October 9, 2004 in the National Room of Waterwood Country Club.

QUORUM STATEMENT – Jack Zimmermann announced that the number of
eligible voters for 2004 were 1211 with 10 percent needed for a
quorum. A quorum was declared present. Three hundred, twelve (312)
voters were declared present in person and proxy.

APPROVAL OF THE 2003 ANNUAL MEMBERSHIP MEETING MINUTES – Reading of
the minutes of the 2003 Annual Membership Meeting was waived as
members had received copies in the December 2003 newsletter. Pat
Nabers made a motion to approve the 2003 minutes as written. This
motion was seconded by Jack Spurling and passed.

Election Committee Chairman, Earl McVay reported that there were 301
Proxy Ballots received by the October 7, 2004 deadline. The total
number of valid proxy ballots were 290. There were 11 invalid proxy
ballots due to the following: 5–Undated; 6-Not signed.

RECEIPT OF AUDITORS REPORT FOR 2003 – Election Committee Chairman,
Earl McVay reported that total number of received proxy ballots cast
were 285 voting for the Receipt of the Auditors Report for 2003 and 5
against.

RATIFICATION OF AUDITORS FOR 2004 – Election Committee Chairman, Earl
McVay reported that total number of received proxy ballots cast were
286 voting for the Ratification of Auditors for 2004 and 4 against.

INTRODUCTION OF DIRECTORS, WIA OFFICE PERSONNEL, WIA MAINTENANCE, WIA
SECURITY AND TAC EMS – At this time, President Jack Zimmermann
introduced everyone who contribute to the daily function of WIA. He
also acknowledged the passing of two of WIA's Security personnel, Doc
Morgan and Frank Yeager.

ELECTION COMMITTEE REPORT – Earl McVay, 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 (245), Baldomar Garcia (192), Jim Kwiatkowski (236), Pat
Nabers (187), Terri Reed (124), Walt Ringler (216), John Shideler
(179) and Jack Spurling (165). There were no write in votes. There
were 333 ballots received. The total number of valid ballots were
329. There were 4 ballots invalid due to no signature on the
signature stub.

UNFINISHED BUSINESS – None.

NEW BUSINESS – Jack Zimmermann informed the WIA members present
about the current status of the SHECO 138 kV line, the proposed sale
of Waterwood National to the Herman Group of Houston and WIA's plan
to install new flagpoles at the entrance at FM 980.

There being no further business, Damon Thomas made a motion to
adjourn, seconded by Earl McVay. The meeting was adjourned at
approximately 10:50 a.m.



WATERWOOD IMPROVEMENT ASSOCIATION, INC.
DIRECTOR'S MEETING
October 9, 2004

CALL TO ORDER
Jack Zimmermann called the meeting to order at 11:08 a.m. on
Saturday, October 9, 2004 in the Redwood Room at Waterwood National
Resort and Golf Club. Jack Zimmermann served as Chairman of the
meeting. Other Directors present included: John Agee, Mike Burney,
John Horn, Jim Kwiatkowski, Bob Lane, and Pat Nabers. Directors
Absent: Baldomar Garcia and Walt Ringler. Others present were Lisa
Hayman, Joe Moore, and Damon Thomas..

ELECTION OF OFFICERS:
John Horn nominated Jack Zimmermann for President. Motion seconded
by Pat Nabers and passed.

John Horn nominated John Agee for Vice President and Bob Lane
nominated Mike Burney for Vice President. After taking a poll by
secret ballot, Mike Burney was elected Vice President.

Pat Nabers nominated Walt Ringler for Secretary. Motion seconded by
John Horn and passed.

John Agee nominated Joe Moore as Treasurer. Motion seconded by John
Horn and passed.

John Agee nominated Lisa Hayman as Assistant Secretary. Motion
seconded by John Horn and passed.

APPOINTMENT OF COMMITTEE CHAIRS
After some discussion concerning committee chairs, President
Zimmermann asked each director to consider the position they would
prefer. After consideration is given for each committee he will
contact the directors for their assignments.

UNFINISHED BUSINESS
None.

NEW BUSINESS
None.

At 11:25 a.m., being no further business, a motion was made by Mike
Burney to adjourn the meeting, seconded by Bob Lane.

_____________________________________________
Date

_____________________________________________
President

_____________________________________________
Secretary

Verbatim taped minutes are available at the WIA administrative office
Copies of approved and signed minutes are available at the WIA
administrative office
Minutes recorded by Lisa Hayman, Assistant Secretary