MINUTES Board Meeting of 10 November 2015
Meeting Minutes of the Tierrasanta Foundation Board of Directors
MINUTES of the
Board Meeting of 10 November 2015 at Ristorante Andiamo
Tierrasanta Foundation Board of Directors Officers & Directors (terms expire 2016) A P A P P A
Joyce Muinos, President Lee Campbell, Vice President Carmen Cruz, Secretary Lisa Leonard Kim Klecan Tom “TK” Keliinoi P = Present
A = Absent
Officers & Directors (terms expire 2018) P P A
Eric Germain, Treasurer Dick Rees Heather Diamond
Unspecified Terms P Mike Swenberger Blue = Newly appointed
(10 members = quorum is 6 or more)
The TF Board meeting convened at 6:05 PM without a quorum (only 5 members present) and with Vice President Campbell as Chair and Treasurer Germain as acting secretary. Director Klecan arrived late, at item 3, to make a quorum from that point onward. Also present: Rosa Germain (guest of Eric Germain) and Steve Kiley (guest of Dick Rees). The Chair invited the guests to introduce themselves. Approval of the Minutes. The lack of a quorum meant a vote to approve the October minutes was not possible at this time. The minutes for July 2015 and Sept 2015 were not available for approval. New Membership. Both guests are attending their first board meetings towards possible appointment as new board members. Treasurer’s Report. Treasurer Germain the current bank balance and reviewed the recent transactions. TF has in excess of $57 thousand in liquid assets. Item 1. Tierrasanta 5K for 2016. Event chair Lisa Leonard confirmed her preference to do the event on 29 Oct 2016 with a Halloween theme. She stated there were no major running events to compete with, and the weather should be better than our past events held in the summer. She acknowledged a later sunrise would mean a delayed starting gun, probably at 8:30 AM.
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Meeting Minutes of the Tierrasanta Foundation Board of Directors Lee Campbell passed out a task list from the last 5k event and he recommended members look it over and come back with the duties they would like to sign up for. Leonard said she intends to begin planning the event early in 2016. Item 2. Rock & Roll Party 2015. Vice President Campbell suggested it was too early to settle on an event date, but for now a working date is 9 July 2016, the first Saturday after July 4th. One scheduling issue is the ongoing Rec Center upgrades, including improvements to the Comfort Station that is used during the R&R event. Campbell handed out another task list and again asked members to sign up for duties. Leonard expressed the opinion that TF should bring back the same band that was hired in 2015. Item 3: Bench Replacement Program. Vice President Campbell reminded the board that they approved up to $3,000 for up to 10 new community benches. He noted that the original estimate of $350 per bench was high and the first two benches cost $300 each. He asked for a check for $600 made out to Treebeard for these first two benches. Secretary Germain wrote the check. Campbell reminded the board that we need to come up with wording for the commemoration plaques to be mounted on each new bench. There was no volunteer to come up with the wording. Director Kim Klecan arrived, resulting in a quorum of six members being present. Germain also noted that the minutes for October were in error because they stated the TF voted to approve 10 benches for $350 each, or $3,500. He asked for corrected wording with which to update the minutes. Campbell stated the corrected motion as follows: TF authorizes up to $3,000 for bench replacement, where each bench’s estimated cost is $350. Motion: Campbell / Rees TF approves the October minutes with the revised wording of the motion in the “Bench Repair / Replacement Program” agenda item. Passed: Unanimously Item 4: Christmas in Tierrasanta 2015. Event Chair Kim Klecan gave an update on the event. She said the event will include probably 50 opportunity drawing prizes thanks to donations from the local businesses. Treasurer Germain advised the board that insurance for the event will run $750, which TF agreed to pay. He will write that check later this week. Item 5: TF Website. Vice Present Campbell said he had yet to meet with Director Heather Diamond on a way ahead to improve the website. Item 6: TV for the Rec Center. Vice President Campbell said there was consideration of TF covering part of the cost of a TV at the Rec Center, possibly with costs shared with the TCC. The point is to spend some of TF’s funds on improvements. Treasurer Germain objected to a rush just to spend money for the sake of publicity. The need for a 3-basin sink came up, but Campbell noted that the Park & Rec staff noted that the City killed that idea. Item 7: Tierrasanta Beautiful. Vice President Campbell noted that there was not a lot of board interest in pursuing this effort.
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Meeting Minutes of the Tierrasanta Foundation Board of Directors Item 8: TF Christmas Party. President Joyce Muinos recommends TF not hold a business meeting on December 8th and instead hold a Christmas party on that date (when she is in town). Motion: Leonard / Rees TF agrees to go dark in December and instead hold a Christmas party at the home of outgoing interim President Joyce Muinos on Tuesday Dec 8th. Passed: Unanimously Item 9: Next TF President. President Joyce Muinos previously had announced her intention to resign her seat as President as of 30 Dec 2015, two months ahead of her term’s expiration. Treasurer Germain stated his willingness to take on these duties, but he stated this would be contingent on a revision to the bylaws, that he will propose in the near future, in order to reduce the administrative burden of managing the company. Possibly the most significant changes he will request include: 1) holding board meetings no more frequently than quarterly, 2) agreement that most routine TF admin will be handled by email, 3) a revision to the requirement for a quorum such that TF business may be conducted more easily, and 4) a membership structure that focuses on events or projects rather than on corporate admin. Member Reports/Comments. Director Campbell announced he intended to scale back his participation to possibly include resigning from the BOD when his term is up February 2016. Next meeting. The December business meeting is cancelled. The next meeting, if called by acting President Campbell, would be on January 12th. The annual meeting of the corporation is February 9th. The meeting was adjourned at 6:50 PM.
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MINUTES of the
Board Meeting of 10 November 2015 at Ristorante Andiamo
Tierrasanta Foundation Board of Directors Officers & Directors (terms expire 2016) A P A P P A
Joyce Muinos, President Lee Campbell, Vice President Carmen Cruz, Secretary Lisa Leonard Kim Klecan Tom “TK” Keliinoi P = Present
A = Absent
Officers & Directors (terms expire 2018) P P A
Eric Germain, Treasurer Dick Rees Heather Diamond
Unspecified Terms P Mike Swenberger Blue = Newly appointed
(10 members = quorum is 6 or more)
The TF Board meeting convened at 6:05 PM without a quorum (only 5 members present) and with Vice President Campbell as Chair and Treasurer Germain as acting secretary. Director Klecan arrived late, at item 3, to make a quorum from that point onward. Also present: Rosa Germain (guest of Eric Germain) and Steve Kiley (guest of Dick Rees). The Chair invited the guests to introduce themselves. Approval of the Minutes. The lack of a quorum meant a vote to approve the October minutes was not possible at this time. The minutes for July 2015 and Sept 2015 were not available for approval. New Membership. Both guests are attending their first board meetings towards possible appointment as new board members. Treasurer’s Report. Treasurer Germain the current bank balance and reviewed the recent transactions. TF has in excess of $57 thousand in liquid assets. Item 1. Tierrasanta 5K for 2016. Event chair Lisa Leonard confirmed her preference to do the event on 29 Oct 2016 with a Halloween theme. She stated there were no major running events to compete with, and the weather should be better than our past events held in the summer. She acknowledged a later sunrise would mean a delayed starting gun, probably at 8:30 AM.
10 November 2015
Page 1 of 3
Rev 1
Meeting Minutes of the Tierrasanta Foundation Board of Directors Lee Campbell passed out a task list from the last 5k event and he recommended members look it over and come back with the duties they would like to sign up for. Leonard said she intends to begin planning the event early in 2016. Item 2. Rock & Roll Party 2015. Vice President Campbell suggested it was too early to settle on an event date, but for now a working date is 9 July 2016, the first Saturday after July 4th. One scheduling issue is the ongoing Rec Center upgrades, including improvements to the Comfort Station that is used during the R&R event. Campbell handed out another task list and again asked members to sign up for duties. Leonard expressed the opinion that TF should bring back the same band that was hired in 2015. Item 3: Bench Replacement Program. Vice President Campbell reminded the board that they approved up to $3,000 for up to 10 new community benches. He noted that the original estimate of $350 per bench was high and the first two benches cost $300 each. He asked for a check for $600 made out to Treebeard for these first two benches. Secretary Germain wrote the check. Campbell reminded the board that we need to come up with wording for the commemoration plaques to be mounted on each new bench. There was no volunteer to come up with the wording. Director Kim Klecan arrived, resulting in a quorum of six members being present. Germain also noted that the minutes for October were in error because they stated the TF voted to approve 10 benches for $350 each, or $3,500. He asked for corrected wording with which to update the minutes. Campbell stated the corrected motion as follows: TF authorizes up to $3,000 for bench replacement, where each bench’s estimated cost is $350. Motion: Campbell / Rees TF approves the October minutes with the revised wording of the motion in the “Bench Repair / Replacement Program” agenda item. Passed: Unanimously Item 4: Christmas in Tierrasanta 2015. Event Chair Kim Klecan gave an update on the event. She said the event will include probably 50 opportunity drawing prizes thanks to donations from the local businesses. Treasurer Germain advised the board that insurance for the event will run $750, which TF agreed to pay. He will write that check later this week. Item 5: TF Website. Vice Present Campbell said he had yet to meet with Director Heather Diamond on a way ahead to improve the website. Item 6: TV for the Rec Center. Vice President Campbell said there was consideration of TF covering part of the cost of a TV at the Rec Center, possibly with costs shared with the TCC. The point is to spend some of TF’s funds on improvements. Treasurer Germain objected to a rush just to spend money for the sake of publicity. The need for a 3-basin sink came up, but Campbell noted that the Park & Rec staff noted that the City killed that idea. Item 7: Tierrasanta Beautiful. Vice President Campbell noted that there was not a lot of board interest in pursuing this effort.
10 November 2015
Page 2 of 3
Rev 1
Meeting Minutes of the Tierrasanta Foundation Board of Directors Item 8: TF Christmas Party. President Joyce Muinos recommends TF not hold a business meeting on December 8th and instead hold a Christmas party on that date (when she is in town). Motion: Leonard / Rees TF agrees to go dark in December and instead hold a Christmas party at the home of outgoing interim President Joyce Muinos on Tuesday Dec 8th. Passed: Unanimously Item 9: Next TF President. President Joyce Muinos previously had announced her intention to resign her seat as President as of 30 Dec 2015, two months ahead of her term’s expiration. Treasurer Germain stated his willingness to take on these duties, but he stated this would be contingent on a revision to the bylaws, that he will propose in the near future, in order to reduce the administrative burden of managing the company. Possibly the most significant changes he will request include: 1) holding board meetings no more frequently than quarterly, 2) agreement that most routine TF admin will be handled by email, 3) a revision to the requirement for a quorum such that TF business may be conducted more easily, and 4) a membership structure that focuses on events or projects rather than on corporate admin. Member Reports/Comments. Director Campbell announced he intended to scale back his participation to possibly include resigning from the BOD when his term is up February 2016. Next meeting. The December business meeting is cancelled. The next meeting, if called by acting President Campbell, would be on January 12th. The annual meeting of the corporation is February 9th. The meeting was adjourned at 6:50 PM.
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