CA Minutes – April 17, 2013

Clarendon Alliance

Board of Directors Meeting

Special Meeting, April 17, 2013

Present:  Bill Anhut, Mark Fedorchak, Bill Gearhart, Tom Petty, Sue Pyatt , Adam Thocher, and Julie Zalkind; also present, Executive Director Matt Hussmann.

Not present:  Kathy Dalby, Debbie Kaplan, Jon Kinney, Manny Fliakas, Paul LeValley.

The meeting was held in the Alliance office at 1039 North 11th Street and was called to order by Sue Pyatt at 6:45 pm, with a quorum present.

President Sue Pyatt explained that the meeting was being called for the special purpose of considering new Alliance bylaws.  She explained that the bylaw amendment procedures in the current bylaws [which were later determined to be no longer in effect] required that the Board approve the amendments at two consecutive meetings.  She also noted that a quorum of Board members was present.

A motion was made to approve the new bylaws as prepared by Jon Kinney and previously circulated to all Board members.  The motion was seconded and approved unanimously.

The special meeting was adjourned at 6:50 pm.

Respectfully submitted:

 

Bill Gearhart

Secretary


 

Clarendon Alliance

Board of Directors Meeting

Regular Meeting, April 17, 2013

Present:  Bill Anhut, Mark Fedorchak, Bill Gearhart,  Jon Kinney, Tom Petty, Sue Pyatt , Adam Thocher, and Julie Zalkind; also present, Executive Director Matt Hussmann.

Not present:  Kathy Dalby, Debbie Kaplan, Manny Fliakas, Paul LeValley.

The meeting was held in the Alliance office at 1039 North 11th Street and was called to order by Sue Pyatt at 6:55 pm, with a quorum present and following conclusion of a special meeting to approve new bylaws.  Mrs. Pyatt noted the earlier concluded special meeting and explained that the intent now was to give final approval, via a second vote, to the new bylaws.

Minutes.  The minutes of the meeting of March 20, 2013, were approved as circulated.

Treasurer’s report.  Bill Anhut said that the Alliance’s accounts were about the same as in March, and that our financial statement at this point shows $10,000 more in income than expenses, with about $25,000 in the cash accounts.  Matt Hussman noted that he expects to receive $2000 in dues from Penzance and $1000 from MRP.  He said that he expects to receive about $2000 in fees (less expenses) from the June art show, plus a fee of $20 per artist, with the applicant paying most fees, including 90 percent of the police cost.  He said that 150 artists are expected.    A motion was made to approve the financial report; the motion was approved unanimously.

Bylaws.  Mrs. Pyatt noted the arrival of Jon Kinney and asked that the Board turn its attention to the new bylaws.  Bill Gearhart asked Mr. Kinney about the second vote and whether it was appropriate for the Board to vote at two meetings held minutes apart, or whether the Board should wait until the regular May Board meeting before holding the second vote.  Mr. Kinney explained that the Alliance’s corporation status had expired and had been subsequently renewed in 2006, and that, in light of the expiration, the Alliance technically currently had no bylaws in force and thus no bylaw provision requiring a two-meeting approval process.   In brief discussion that followed, it was noted that the intent had been to omit the dues structure from the new bylaws and that this had not been done.  All present Board members agreed that this was the intent.  Mr. Gearhart then made a motion to reconsider the earlier vote to approve the bylaws.  The motion was seconded and approved by a vote of 7-0, with one abstention (Mr. Kinney).   Mrs. Pyatt then moved (with Mr. Gearhart seconding the motion) that the Board approve the new bylaws (with the dues amounts removed).  The motion was approved by a vote of 8-0.  It was noted at the time of the vote that the Board currently has 12 voting members (with 3 vacancies), and that the vote satisfied the state requirement that new bylaws be approved by an affirmative vote of at least two-thirds of current board members.

Executive Director’s report.  Mr. Hussmann updated the Board on several matters:  (1) that Saul Centers has approved our new sign; (2) that Virginia Hospital will not be a sponsor for the 2013 Clarendon Day scheduled for September 29; (3) that he was proposing the State Chili-Cook-off as a replacement, with and expected that this would yield a $10,000 contribution (the Board agreed that this was a good idea, but did not take a formal vote); and (4) that the annual meeting would be on April 29, at Whitlow’s.  Mr. Hussmann also raised the idea of possible funding by the Alliance of umbrellas for the new plaza behind the Metro entrance.  There was some discussion on the matter but no Board action.

It was agreed that the next Alliance Board meeting should be on Wednesday, May 15, 2013, at 6:30 pm.

The meeting was adjourned at 8:35 pm.

Respectfully submitted,

 

Bill Gearhart

Secretary