A meeting of the Board of Directors of Lincolnshire North Apartments, Inc. was held on Wednesday, November 27, 1996, at 12:00 Noon, at the offices of Audubon Area Community Services, Inc.

Board Members Present:

Mr. Ron Logsdon

Mr. Bill Staples

Mr. Russ Wilkey

Others Present:

Mr. James Abell, Manager	Dr. Ellen Dugan-Barrette	Mr. Ford Phares
Rev. Greg Baize Ms. Diann Crawford	Mr. Mark A. Johnson, CPA Ms. Shirley Millay, Financial Administrator	Ms. Sheila White, Director Assisted Housing

Following lunch, President Ron Logsdon called the meeting to order at noon.

Motion was made by Russ Wilkey and seconded by Bill Staples for the Board of Directors of Lincolnshire Apartments, Inc. and Lincolnshire North Apartments, Inc. to meet concurrently and to record separate minutes.

Recognition of Guests

Board Members, staff and guests were recognized including Diann Crawford, Senior Asset Manager, HUD Louisville Office; Ford Phares, The Phares Co., Georgetown; Dr. Ellen Dugan-Barrette, AACS, Inc. Board Chairman; and Rev. Greg Baize, AACS, Inc. Vice Chairman.

Year in Review

Mr. Logsdon reviewed a history of the property acquisition for Lincolnshire North Apartments, Inc. He discussed the past year's experience in management of the property, conditions of property and HUD changes in property management.

He noted that as part of the sale, HUD had extended our Section 8 subsidy through August 2000. Things will change where Section 8 tenants will get the subsidies. He, therefore, asserted the critical need to continue to maintain and upgrade property. Ms. Crawford noted, however, that nothing is definitive about HUD ceasing its subsidies in September 2000. Phares noted that HUD wants to keep the projects afloat because they have to pay the mortgage if their "insured" properties fail. Ms. Crawford stressed the need to inform our Congressional representatives of the stakes - to us and the government - keep the HUD-assisted projects in place.

Dr. Dugan-Barrette questioned the status of repairs. Sheila White reported that all of the work is completed with the exception of the concrete work that still needs to be done. Ron Logsdon noted we have cash reserves to do the repairs. Equipment inside (e.g. refrigerators and water heaters) is still a problem. Each month, we are replacing two apartments' refrigerators.

Shirley Millay reported that the financial condition for Lincolnshire North Apartments, Inc. is sound.

Audit Report

Mr. Johnson, CPA - Lincolnshire's independent auditor - reviewed the 1995-96 audit reports on Lincolnshire North Apartments, Inc. Lincolnshire North Apartments, Inc. was given a clean opinion. The balance sheet was reviewed showing a net income of $10,383. Cash flow was discussed and there may be a need for rent increase to avoid cash flow shortage. Appliances are paid for from reserve cash. Ms. Crawford said the audit report looked good. Asbestos removal has been paid for from the Project Improvement Account. All accounts are interest bearing accounts. There was discussion regarding the use of reserve account for replacement of property.

Discussion turned to the review of Lincolnshire North Apartments, Inc.'s balance sheet. Mark Johnson noted that the mortgage escrow deposit is too high inasmuch as we are not subject to property tax. Net income reflects $16,305. Cash flow reflects $1,878. "Other receipts" are for laundry and late fees, etc. There was a turnover of four (4) units; we

had four (4) evictions.

Whereupon, on motion of Bill Staples, seconded by Russ Wilkey, the audit reports of Lincolnshire North Apartments, Inc. was approved.

Revisions to Articles of Incorporation and By-Laws

Proposals to amend the Articles of Incorporation and By-Laws for Lincolnshire North Apartments, Inc. were presented by Ron Logsdon.

The changes - largely ones requested by HUD's legal department - were noted. There was a discussion regarding community-based organization seat on the board. Mr. Logsdon proposed Cravens Elementary for 1996-97. Its Family Resource Center and home-school program both have significant dealings with Lincolnshire families.

Mr. Logsdon also reviewed a Proposed Board Re-composition Timeline, which would culminate with a new board for Lincolnshire North Apartments, Inc. by March 1997.

Dr. Dugan-Barrette noted that the AACS Board Chair has more responsibilities and asked if some of the responsibilities could be distributed elsewhere. Ron Logsdon suggested that the By-Laws could state "or his/her designee." She concurred with that language.

The amended Articles and By-Laws were accepted upon motion by Russ Wilkey, seconded by Bill Staples.

There being no further business to discuss, the meeting of the Lincolnshire North Apartments, Inc. was adjourned 1:00 p.m.

This the 27th day of November, 1996.

                                         Russ Wilkey, Attorney at Law

                                         Secretary/Treasurer