Barry H. and Marilyn S. Scheiner - Page 4

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          The average rental period of a unit during the years in issue was                  
          3 to 4 days.                                                                       
                On December 30, 1987, the council of unit owners entered                     
          into a contract with MHM, Inc., a professional hotel management                    
          corporation.  MHM, Inc., was the manager of the hotel rental                       
          program through 1991.  During 1992, Richfield Hotel Management,                    
          Inc. (Richfield), continued the management and marketing of units                  
          in the hotel rental program.                                                       
                Petitioner became a member of the board of directors in                      
          November 1990 and was elected vice president of the board in                       
          1991.  During the years in issue, the board of directors was                       
          required to deal with a number of serious issues with respect to                   
          the condominium hotel complex.  While the board was required to                    
          consider issues and establish policies, it was generally the                       
          management company that put the policies into effect.  Under the                   
          management contract, the council appointed MHM, Inc., as the                       
          "general operating manager" of the condominium hotel.  Thus, the                   
          management company hired staff who operated the hotel, conducted                   
          marketing and sales activities, handled payroll and accounting                     
          services, and ensured that maintenance and repairs were                            
          completed.                                                                         
                Board meetings were held monthly at Wisp, generally starting                 
          at 11:30 a.m. and ending about 4 p.m.  Each month, a lengthy                       
          package of written material (approximately 50 pages) was sent to                   
          each board member for review.  Because of petitioner's background                  
          in business and accounting matters, she was asked to review the                    



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