Pursuant to the memorandum dated July 10, 2001, the July Heartland Apartment Association Board of Directors meeting was held at the above stated date and time at the offices of Midland Property Management, 2001 Shawnee Mission Parkway, Mission Hills, Kansas.

Board members present were: Jerry Miller, Lee Harris, Doug Price, Nick Moos, Ron Nolan, Rick Oddo, Ken Riedemann, Chris Erdley, Brent Blake, Ralph Lewis, and Ward Katz. Also present were: Jim Beverlin and Sam Alpert. (Bill Charcut was absent.)

Doug Price called the meeting to order.

The minutes of the last meeting on 06/21/01, which had been previously circulated, were reviewed and approved by those present.

The June financial statement, which had been previously circulated, was reviewed and approved by those present.

Sam Alpert expressed appreciation on behalf of the HAA for Jerry Miller’s leadership as president the previous two years, and recognized the incoming elected Board of Directors, who officially took office on July 1, 2001.

Doug Price presented a proposed memorandum of understanding regarding the pending merger of AAKC and HAA. After considerable discussion, Lee Harris made a motion to proceed with the merger negotiations subject to receiving a draft of the AAKC by-law modifications, which would effectively provide assurances that the “Owners’ Legislative Council” would receive adequate funding and be permitted to operate autonomously within predetermined annual AAKC budget constraints; and that there be stipulation within the by-laws as to the specific process by which future by-law changes would be facilitated. The motion was seconded and unanimously approved by those present.