CA Minutes – November 16, 2011

Clarendon Alliance

Board of Directors Meeting

November 16, 2011

Present:  Kathy Dalby, Bill Gearhart, Debbie Kaplan, Tom Petty, Dale Roberts, Adam Thocher, Sue Pyatt, and Julie Zalkind; also present was Executive Director Matt Hussmann.

Not present:  Bill Anhut, Greg Cahill, Jon Kinney.

The meeting was held in the Alliance office on North 11th Street and was called to order by Alliance President Tom Petty at 6:30 pm.

The minutes of the October 19, 2011, Board meeting were approved with minor corrections.

Executive Director’s report.  Matt Hussmann reported that he had been asked to participate in the interviews being conducted under the auspices of VDOT re I-66.  He also said that the Mardi Gras event date had been set for February 21 and that he was looking for possible bands for the parade.  Debbie Kaplan volunteered to check with the band director at Washington-Lee High School.  Mr. Hussmann also showed some of his ideas about a revised Alliance website.

Revised County sign ordinance.  Mr. Hussmann described changes being proposed to the County’s sign ordinance that would permit sandwich board signs in certain places along sidewalks, allow signage on outdoor umbrellas in commercial areas, and allow parking signs to be placed on buildings at parking garage entrances.  He noted that the proposed ordinance changes were on the County Board’s agenda for this coming Saturday for action.

Written sponsor agreement for Clarendon Day.  Mr. Hussmann noted that the Alliance has not had a written agreement in the past with the Virginia Hospital Center regarding its sponsorship role in Clarendon Day that sets out the arrangement, what they pay, when they pay, etc.  He suggested that we draw up such an agreement going forward.  He plans to talk to Michelle at the Hospital Center about this.

Ideas relating to finances and membership.  Mr. Hussmann presented a power point setting out his thinking relating to finances and membership going forward.  Among other things, he suggested that the Alliance consider expanding its coverage area to include the Court House area to the east and much of Virginia Square to the west.  There was some discussion about whether an expansion to the west to extend only to North Monroe Street, or should extend further to North Quincy Street, where the new Ballston BID picks up.  He also suggested that the Alliance consider changing membership requirements to grant membership to all businesses falling within the Alliance’s boundaries to encourage greater participation, but to limit voting rights, free advertising, and links on websites only to dues paying members.  He also suggested that the Alliance pursue IRS section 501(c)(3) status so that the Alliance might qualify for additional types of grants and also be able to retain certain profits from events.  He noted that this would likely require a change in our bylaws and articles of incorporation.  He provided the name of a person who specializes in pursuing such status for non-profit organizations, Andrea Ferster, and said her fee for the application process would run about $4250, including the application fee and attorney’s fee.  He said that Ms. Ferster has done such work for Main Street Program groups and others.

Proposal to draft changes to bylaws.  The Board next proceeded to discuss possible changes to the Alliance’s bylaws that would change the Alliance’s boundaries, membership classes, voting, tax status, removal of dues amounts from the bylaws, and other changes.  The proposed changes in classes and voting would only affect the current property owner and business classes of membership, and not the civic class or County Board appointee class.  There was some discussion of increasing the number of Board members to provide for greater participation, including possibly by the Ballston-Virginia Square Civic Association if the boundaries are expanded to the west.  It was also noted that our bylaws have not been revised in many years and, as a result, do not reflect provisions now allowed by state corporation law and commonly inserted in bylaws.  There was some discussion about the procedures in our current bylaws relating to amendments, including  whether the Board could begin the two step amendment process with some general directions or whether fully developed draft language was needed.  It was agreed that the latter course would be more appropriate.  Following discussion, a motion was made, seconded, and unanimously approved that Mr. Hussmann be directed to draft proposed changes to the bylaws and other documents, with assistance from Jon Kinney, in time for the December Board meeting, that would allow for changes in the Alliance’s boundaries, membership class descriptions, membership status, and tax status; would remove dues amounts from the bylaws; and would make such other changes as would be necessary and appropriate to bring the Alliance’s bylaws and documents into conformity with current Virginia State law and practices.

There were no committee reports.

The meeting was adjourned at 8:15 pm.

Respectfully submitted,


Bill Gearhart