Board of Directors Meeting
January 20, 2016
Present: Wade Franklin, Bill Gearhart, Debbie Kaplan, Jon Kinney, Paul LeValley, Casey Nolan, Tom Petty, and Adam Thocher; also present, Executive Director Matt Hussmann.
Not present: Ashley Naiman, Tyler Schlandt, Bill Trahant.
The meeting was held in the meeting room of the Church at Clarendon and was called to order by Board President Paul LeValley at 6:40 pm, with a quorum present. Mr. LeValley at the outset that several persons on the Board at the August meeting had resigned from the Board — Jon Hoffmeyer (because he was no longer at Fireworks in Courthouse and no longer in Arlington); Julie Zalkind (at the close of the August meeting); and Stephen Taylor (upon relocating to another church in the Northern Neck); he also noted that Khalil Minor was also no longer in the area.
Approval of meeting minutes of August 19, 2015. The Board approved the minutes of the meeting of August 19, 2015, as presented. Note was made that Board members had met informally in October and November without a quorum present to receive updates from Matt Hussmann and had taken no actions at those informal meetings.
Treasurer’s report. Treasurer Casey Nolan presented updated financial reports, including in a restated profit and loss format by class of income and expense items. Mr. Hussmann updated the Board on the Alliance’s current financial position and also on income and expenses for Clarendon Day and projected income and expenses for the upcoming Mardi Gras event on February 9.
President’s report. President Paul LeValley noted that the Board needed to take up two items: a time and place for the Alliance’s annual meeting; and an amendment to the Alliance’s Bylaws, already passed once at the Board’s August 2015 meeting, to change the Alliance’s quorum requirement to allow the requirement to satisfied when a majority of Board members are present in person or by electronic means (such as by conference call), provided that at least six members were present in person and those participating electronically could listen, speak, and vote.
In discussion it was noted that the Bylaws presently provide for the annual meeting of the Alliance (which is a Virginia corporation) to be held in January, and that Alliance events, weather, and the holiday season had made scheduling in January difficult. It was agreed that the annual meeting this year should be held in March, with two different dates noted, with Mr. Hussmann to seek a location for the event and report back to the Board. Note was made of the several current vacancies on the Board, and Board members present agreed to try to recruit candidates for those vacancies. In this context it was also proposed that the Bylaws be amended to allow more flexibility on the timing of the annual meeting, and a motion was made to amend the Bylaws to provide that the annual meeting be held during the first 3 months of the year. The approved text is below:
- MEETINGS OF MEMBERS
Section A. Annual Meeting. An Annual Meeting of the Members shall be held in Arlington County during January [the first quarter of the calendar year] of each year for the purpose of electing Directors and transacting such other business as may properly come before the meeting.
Section C. Notice of Meetings. Written notice stating the place, day and hour of the meeting — and in case of a special meeting, the purpose for which the meeting is called — shall be given not less than ten (10) nor more than sixty (60) thirty (30) days before the date of the meeting; provided, however, that Members shall be given not less than twenty (20) days’ notice of the Annual Meeting. Such notices shall be mailed or e-mailed to the last known address of each Member.
The motion to amend the Bylaws in this regard was approved unanimously. It was noted that a second motion to approve the amendment would need to be made and approved at the next Board meeting in order for the amendment to enter into force.
The Board next took up second and final vote to approve the Bylaws amendment passed at the August meeting relating to Board quorums and electronic voting. The Board considered a motion to approve the amendment as passed at the August meeting and the motion was approved unanimously. The amendment was considered to be adopted.
The amendment as formally adopted reads as follows:
Section C. Quorum of Directors. A majority of the then acting Directors shall constitute a quorum for the transaction of business. A quorum shall exist if no fewer than six (6) Directors are present in person at the time and place of the meeting, and additional Directors sufficient to reach a quorum can listen, speak and vote at the meeting through electronic means. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Executive Director’s report. Mr. Hussmann noted his written report circulated before the Board meeting, and updated the Board on several matters relating to the upcoming Mardi Gras parade on February 9, including an event to be held at Clarendon Ballroom after the parade. He noted that the Ballroom event would be open to people of all ages, and that St. Charles R.C. Church was providing a number of volunteers.
Mr. Hussmann also provided information about a proposed change in date for the annual Clarendon Day Festival. Pacers Events (which is a partner with the CA on Clarendon Day) has asked that the date be moved forward by one week to assist in Pacer’s logistics. Hussmann also noted that a new large music festival has been started on the National Mall on the 4th Saturday of September, and his preference is to arrange the schedule so Clarendon Day doesn’t compete with that event. He has checked with the Special Event Coordinator, and moving the date will not pose an issue for the County. Following a discussion, the board has authorized staff to schedule Clarendon Day for the third Thursday in September.
The meeting was adjourned at 7:30 pm after several Board members received text messages about rapidly deteriorating road conditions due snow and ice.