FINAL MINUTES Annual & Board Meeting of 10 February 2016 ...
Meeting Minutes of the Tierrasanta Foundation Board of Directors
FINAL MINUTES of the
Annual & Board Meeting of 10 February 2016 at San Terra Properties
Tierrasanta Foundation Board of Directors Officers P P P P P
Directors
Eric Germain, President & Treasurer Lee Campbell, Vice President (departing) TK Keliinoi, Vice President, Community Engagement Lisa Leonard, Vice President, Fundraising Joyce Muinos, Secretary P = Pres ent
A = Abs ent
Bl ue = Newl y a ppoi nted
P A P P P
Dick Rees Carmen Cruz Kim Klecan Mike Swenberger Rosa Germain
(depa rti ng = l a s t meeti ng)
The TF Board meeting convened at 5:05 PM with a quorum of 6 present. Director Keliinoi joined the meeting after item 1. Director Leonard departed the meeting after item 8. President Muinos thanked everyone for attending and, as this was her last official duty as Interim President, she thanked the BOD for the honor and privilege of serving for the past two years and asked to remain on the BOD in another capacity. At this point, Joyce turned the meeting over to Treasurer Eric Germain to serve as Chairman for the rest of the meeting. Chairman Germain, noting the limited time for this meeting, then said he was changing the order of items in the agenda for reasons of efficiency and flow. ITEM 1. Approval of the Minutes. Director Muinos made one correction to the November minutes (the fact of her absence from the meeting), and then the minutes were approved.
Director Keliinoi arrived. The acting Chair noted some personnel changes: Rosa Germain desires to be appointed to the Board. Carmen Cruz, absent from these proceeds, has resigned as Board Secretary but she wishes to remain on the Board. Heather Diamond has resigned from the board. This is Lee Campbell’s final TF board meeting as he will resign his seat upon adjournment of the meeting. ITEM 2. Appointment to the Board. Rosa Germain has attended two prior board meetings and wishes to be appointed to the board. Motion: E Germain / Rees TF appoints Rosa Germain as a new TF Director.
Motion: Leonard / Klecan TF approved the Nov minutes, as corrected.
Passed: Unanimously
Passed: Unanimously
10 February 2016
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Meeting Minutes of the Tierrasanta Foundation Board of Directors ANNUAL MEETING OF THE CORPORATION ITEM 3. Bylaws Changes. The Chair gave his reasons for proposing changes to the bylaws. He offered to walk through the proposed changes but the board agreed not to do so because the revised bylaws had been sent by email in advance. He pointed out the selection of Officers (next item on the agenda) will become more significant given the redefinition of a quorum proposed in §4.06.
Motion: Swenberger / Klecan
Director Campbell offered minor changes to §7.03 and §7.06. A further proposed change to section §4.08 was not agreed. President Muinos questioned the wisdom of redefining a quorum as proposed in section §4.06, but absent a better method she agreed this was acceptable.
Passed: Unanimously
The Chair also reminded the board of the two TF policies he drafted on Virtual Meetings and Electronic Voting and on Management of Fundraising Events and of the Event Organizing Committees. He intends these to reflect how business should be conducted in these areas. Motion: E Germain / Leonard TF approves the version 3.0 bylaws as amended by discussion, and the bylaws should reflect in Article X the board membership resulting from the results of item 4 (below). Passed: Unanimously ITEM 4: Election of Officers. The Chair asked the membership for volunteers to become officers in managing the TF’s affairs. The Chair announced himself as candidate for President. Outgoing President Muinos offered herself to serve as Secretary. Director Keliinoi offered to serve as First Vice President, and Director Leonard offered to serve as Second Vice President.
10 February 2016
TF approves the slate of officers, to take effect immediately: President – Eric Germain First Vice President – TK Keliinoi Second Vice President – Lisa Leonard. Secretary – Joyce Muinos Treasurer – Eric Germain
Post-meeting update: in email discussions after the Annual Meeting it was agreed to re-title the vice presidents. By email sent on 21 Feb 16 the President announced the “First Vice President” will be known as “Vice President for Community Engagement” and the “Second Vice President” will be known as “Vice President for Fundraising”.
The board thanked outgoing Secretary Lee Campbell for his years of service, he being the last original board member with unbroken service. This is his last TF board meeting but he will be available to assist with the events. ITEM 5: Treasurer’s Report. Treasurer Germain presented his annual report on finances:
TF has $57,442.05 in the bank.
TF’s net income for the year 2015 was $1,594.
TF’s ledger balances are: T-CERT has $2,285.77 and T-FSC has $3,440.88.
TSC donated $200 to TF as a partial offset for the costs of ConstantContact service.
The read-ahead slides showed all bank transactions for all of CY 2015 and for CY 2016 to date.
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Meeting Minutes of the Tierrasanta Foundation Board of Directors ITEM 6: President’s Message. The Chair presented his goals for 2016. His main focus is to ensure the events are done profitably, and obtaining a grant from the County of San Diego was key to achieving this. He has started working on the grant request, which is due on 1 March. He also stated his intention to streamline TF admin by focusing on event planning, and having fewer non-event meet
ings and only quarterly (vice monthly) regular board meetings, and doing as much as possible by email. There were no other member comments, so the Chair closed the Annual Meeting of the Corporation. He then re-convened the regular board meeting and began with a review of the three events planned for 2016.
REGULAR MEETING OF THE BOARD OF DIRECTORS ITEM 7. Tierrasanta Old Time Rock & Roll (OTRR) Party 2016. Secretary Muinos agreed to chair this event. The event date is Saturday 9 July 2016. She agreed a grant request for $5,000 was appropriate. Planning meetings will start soon but no first meeting date was set. Muinos discussed the possibility of the Rec Center facilities not being available based on past performance. Work has just begun and July is too close. She asked Germain to accompany her on a visit to Fr. Edwin Tutor to discuss the possibility of using the Church for the party. She also asked for thoughts on using the Rockhounds band again this year. They have already contacted her and have stated their willingness to work with the TF. Everyone agreed that the band was a big draw and Muinos should contact them as soon as the TF has agreed on a venue. ITEM 8: Tierrasanta 5K for 2016. Vice President Leonard confirmed her intention to chair this event. The Halloween-themed event date is Saturday 29 Oct 2016. She agreed a grant request for $10,000 was appropriate. Planning meetings will start in March. Leonard reported on several “lessons learned” over past years. She stated that she was searching for a co-chair and will be looking for volunteers to be in charge of major aspects of the race. ITEM 9: Christmas in Tierrasanta 2016. Vice President Keliinoi and Director Klecan agreed to co-chair this event. The proposed event date is Saturday 3 Dec 2016. They
10 February 2016
agreed a grant request for $3,500 was appropriate. Planning meetings will start in the summer. Klecan and Keliinoi discussed the layout of the event, the possibility of “no snow”, and the necessity of more volunteers. They will be looking for people to head up and be responsible for various aspects of the event. The Chair proposed a new site to avoid the Chase bank lot and the insurance complications that caused. ITEM 10: County Grant Request. The board agreed to request a total amount of $18,500 for the three events in the county’s CY 2016-17 and that the event priority order should be:
1st priority: the 5K event 2nd priority: Christmas in Tierrasanta 3rd priority: the Rock & Roll party
Motion: E Germain / Muinos TF passed the County’s required motion for the county grant request. Passed: Unanimously The grant request paperwork includes a required board motion and signatures. The three signers of the County’s form were: Pres. Germain, VP Keliinoi and Secretary Muinos. Vice President Leonard departed. ITEM 11. Community Benches. Director Campbell gave an update on the benches. TF has approved $3,000 for benches and
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Meeting Minutes of the Tierrasanta Foundation Board of Directors spent $600 thus far. This paid for 2 new benches that have been installed by Treebeard (at Antigua and Santo). He handed out a chart of possible other locations for more new benches. The board asked to see a map showing locations of the currently installed benches, and Campbell agreed to try to obtain this. Going forward President Germain will be the point of contact for future bench work. Campbell reminded the board that we need to come up with wording for the commemoration plaques to be mounted on each new bench. Secretary Muinos and President Germain agreed to work on this. ITEM 12: Bandstand Maintenance. The Chair reviewed the maintenance that needs to be done to the pavers on the bandstand, with TF paying the cost for this work: 1. Re-grout the paver surface with fine sand 2. Clean the surface 3. Seal the surface (weather and antigraffiti seal) 4. Obtain permits and permissions needed to do the work Director Campbell reported that the ongoing work at the Rec Center (improvements to the ball fields) have made it difficult for Treebeard to get access to the bandstand and so it is likely that paver maintenance will have to wait until after that work is completed.
10 February 2016
ITEM 13: TF Website. The Chair presented a proposal to hire Indigenous to build a new TF website. Indigenous will charge $500 to migrate the old site and to help design a new site, and then $50 a month for ongoing support. VP Keliinoi then called up the site and showed a mockup of a possible TF website design to the members. The Chair noted that VP Keliinoi is a friend of that firm and also an investor, but the Chair made the case that there appears to be no likelihood of any conflict of interest. On the contrary, he noted that Keliinoi’s relationship with Indigenous is likely to benefit TF. The Chair said he would pursue this and keep the members informed. He promised to come to the members for approval before spending any money on the new website. ITEM 14: Other Business, Member Reports & Comments. Secretary Muinos will request a booth at TierraFest’s Arts & Crafts Fair scheduled for May 21st . TF may share a booth with TVSD. Next meeting. The next regular board meeting is scheduled for 5PM on Wednesday 11 May 2016. The meeting was adjourned at 6:45 PM.
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FINAL MINUTES of the
Annual & Board Meeting of 10 February 2016 at San Terra Properties
Tierrasanta Foundation Board of Directors Officers P P P P P
Directors
Eric Germain, President & Treasurer Lee Campbell, Vice President (departing) TK Keliinoi, Vice President, Community Engagement Lisa Leonard, Vice President, Fundraising Joyce Muinos, Secretary P = Pres ent
A = Abs ent
Bl ue = Newl y a ppoi nted
P A P P P
Dick Rees Carmen Cruz Kim Klecan Mike Swenberger Rosa Germain
(depa rti ng = l a s t meeti ng)
The TF Board meeting convened at 5:05 PM with a quorum of 6 present. Director Keliinoi joined the meeting after item 1. Director Leonard departed the meeting after item 8. President Muinos thanked everyone for attending and, as this was her last official duty as Interim President, she thanked the BOD for the honor and privilege of serving for the past two years and asked to remain on the BOD in another capacity. At this point, Joyce turned the meeting over to Treasurer Eric Germain to serve as Chairman for the rest of the meeting. Chairman Germain, noting the limited time for this meeting, then said he was changing the order of items in the agenda for reasons of efficiency and flow. ITEM 1. Approval of the Minutes. Director Muinos made one correction to the November minutes (the fact of her absence from the meeting), and then the minutes were approved.
Director Keliinoi arrived. The acting Chair noted some personnel changes: Rosa Germain desires to be appointed to the Board. Carmen Cruz, absent from these proceeds, has resigned as Board Secretary but she wishes to remain on the Board. Heather Diamond has resigned from the board. This is Lee Campbell’s final TF board meeting as he will resign his seat upon adjournment of the meeting. ITEM 2. Appointment to the Board. Rosa Germain has attended two prior board meetings and wishes to be appointed to the board. Motion: E Germain / Rees TF appoints Rosa Germain as a new TF Director.
Motion: Leonard / Klecan TF approved the Nov minutes, as corrected.
Passed: Unanimously
Passed: Unanimously
10 February 2016
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Meeting Minutes of the Tierrasanta Foundation Board of Directors ANNUAL MEETING OF THE CORPORATION ITEM 3. Bylaws Changes. The Chair gave his reasons for proposing changes to the bylaws. He offered to walk through the proposed changes but the board agreed not to do so because the revised bylaws had been sent by email in advance. He pointed out the selection of Officers (next item on the agenda) will become more significant given the redefinition of a quorum proposed in §4.06.
Motion: Swenberger / Klecan
Director Campbell offered minor changes to §7.03 and §7.06. A further proposed change to section §4.08 was not agreed. President Muinos questioned the wisdom of redefining a quorum as proposed in section §4.06, but absent a better method she agreed this was acceptable.
Passed: Unanimously
The Chair also reminded the board of the two TF policies he drafted on Virtual Meetings and Electronic Voting and on Management of Fundraising Events and of the Event Organizing Committees. He intends these to reflect how business should be conducted in these areas. Motion: E Germain / Leonard TF approves the version 3.0 bylaws as amended by discussion, and the bylaws should reflect in Article X the board membership resulting from the results of item 4 (below). Passed: Unanimously ITEM 4: Election of Officers. The Chair asked the membership for volunteers to become officers in managing the TF’s affairs. The Chair announced himself as candidate for President. Outgoing President Muinos offered herself to serve as Secretary. Director Keliinoi offered to serve as First Vice President, and Director Leonard offered to serve as Second Vice President.
10 February 2016
TF approves the slate of officers, to take effect immediately: President – Eric Germain First Vice President – TK Keliinoi Second Vice President – Lisa Leonard. Secretary – Joyce Muinos Treasurer – Eric Germain
Post-meeting update: in email discussions after the Annual Meeting it was agreed to re-title the vice presidents. By email sent on 21 Feb 16 the President announced the “First Vice President” will be known as “Vice President for Community Engagement” and the “Second Vice President” will be known as “Vice President for Fundraising”.
The board thanked outgoing Secretary Lee Campbell for his years of service, he being the last original board member with unbroken service. This is his last TF board meeting but he will be available to assist with the events. ITEM 5: Treasurer’s Report. Treasurer Germain presented his annual report on finances:
TF has $57,442.05 in the bank.
TF’s net income for the year 2015 was $1,594.
TF’s ledger balances are: T-CERT has $2,285.77 and T-FSC has $3,440.88.
TSC donated $200 to TF as a partial offset for the costs of ConstantContact service.
The read-ahead slides showed all bank transactions for all of CY 2015 and for CY 2016 to date.
Page 2 of 4
Rev 0
Meeting Minutes of the Tierrasanta Foundation Board of Directors ITEM 6: President’s Message. The Chair presented his goals for 2016. His main focus is to ensure the events are done profitably, and obtaining a grant from the County of San Diego was key to achieving this. He has started working on the grant request, which is due on 1 March. He also stated his intention to streamline TF admin by focusing on event planning, and having fewer non-event meet
ings and only quarterly (vice monthly) regular board meetings, and doing as much as possible by email. There were no other member comments, so the Chair closed the Annual Meeting of the Corporation. He then re-convened the regular board meeting and began with a review of the three events planned for 2016.
REGULAR MEETING OF THE BOARD OF DIRECTORS ITEM 7. Tierrasanta Old Time Rock & Roll (OTRR) Party 2016. Secretary Muinos agreed to chair this event. The event date is Saturday 9 July 2016. She agreed a grant request for $5,000 was appropriate. Planning meetings will start soon but no first meeting date was set. Muinos discussed the possibility of the Rec Center facilities not being available based on past performance. Work has just begun and July is too close. She asked Germain to accompany her on a visit to Fr. Edwin Tutor to discuss the possibility of using the Church for the party. She also asked for thoughts on using the Rockhounds band again this year. They have already contacted her and have stated their willingness to work with the TF. Everyone agreed that the band was a big draw and Muinos should contact them as soon as the TF has agreed on a venue. ITEM 8: Tierrasanta 5K for 2016. Vice President Leonard confirmed her intention to chair this event. The Halloween-themed event date is Saturday 29 Oct 2016. She agreed a grant request for $10,000 was appropriate. Planning meetings will start in March. Leonard reported on several “lessons learned” over past years. She stated that she was searching for a co-chair and will be looking for volunteers to be in charge of major aspects of the race. ITEM 9: Christmas in Tierrasanta 2016. Vice President Keliinoi and Director Klecan agreed to co-chair this event. The proposed event date is Saturday 3 Dec 2016. They
10 February 2016
agreed a grant request for $3,500 was appropriate. Planning meetings will start in the summer. Klecan and Keliinoi discussed the layout of the event, the possibility of “no snow”, and the necessity of more volunteers. They will be looking for people to head up and be responsible for various aspects of the event. The Chair proposed a new site to avoid the Chase bank lot and the insurance complications that caused. ITEM 10: County Grant Request. The board agreed to request a total amount of $18,500 for the three events in the county’s CY 2016-17 and that the event priority order should be:
1st priority: the 5K event 2nd priority: Christmas in Tierrasanta 3rd priority: the Rock & Roll party
Motion: E Germain / Muinos TF passed the County’s required motion for the county grant request. Passed: Unanimously The grant request paperwork includes a required board motion and signatures. The three signers of the County’s form were: Pres. Germain, VP Keliinoi and Secretary Muinos. Vice President Leonard departed. ITEM 11. Community Benches. Director Campbell gave an update on the benches. TF has approved $3,000 for benches and
Page 3 of 4
Rev 0
Meeting Minutes of the Tierrasanta Foundation Board of Directors spent $600 thus far. This paid for 2 new benches that have been installed by Treebeard (at Antigua and Santo). He handed out a chart of possible other locations for more new benches. The board asked to see a map showing locations of the currently installed benches, and Campbell agreed to try to obtain this. Going forward President Germain will be the point of contact for future bench work. Campbell reminded the board that we need to come up with wording for the commemoration plaques to be mounted on each new bench. Secretary Muinos and President Germain agreed to work on this. ITEM 12: Bandstand Maintenance. The Chair reviewed the maintenance that needs to be done to the pavers on the bandstand, with TF paying the cost for this work: 1. Re-grout the paver surface with fine sand 2. Clean the surface 3. Seal the surface (weather and antigraffiti seal) 4. Obtain permits and permissions needed to do the work Director Campbell reported that the ongoing work at the Rec Center (improvements to the ball fields) have made it difficult for Treebeard to get access to the bandstand and so it is likely that paver maintenance will have to wait until after that work is completed.
10 February 2016
ITEM 13: TF Website. The Chair presented a proposal to hire Indigenous to build a new TF website. Indigenous will charge $500 to migrate the old site and to help design a new site, and then $50 a month for ongoing support. VP Keliinoi then called up the site and showed a mockup of a possible TF website design to the members. The Chair noted that VP Keliinoi is a friend of that firm and also an investor, but the Chair made the case that there appears to be no likelihood of any conflict of interest. On the contrary, he noted that Keliinoi’s relationship with Indigenous is likely to benefit TF. The Chair said he would pursue this and keep the members informed. He promised to come to the members for approval before spending any money on the new website. ITEM 14: Other Business, Member Reports & Comments. Secretary Muinos will request a booth at TierraFest’s Arts & Crafts Fair scheduled for May 21st . TF may share a booth with TVSD. Next meeting. The next regular board meeting is scheduled for 5PM on Wednesday 11 May 2016. The meeting was adjourned at 6:45 PM.
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