Board of Directors Meeting
June 17, 2015
Church at Clarendon
1210 N. Highland St
Present: Paul LeValley, Casey Nolan, Tyler Schlandt, Wade Franklin,Stephen Taylor, Adam Thocher, William Trahant, Julie Zalkind, Bill Gearhart arrived at 7:10 pm. Also present, Executive Director Matt Hussmann.
Not Present:, Jon Kinney, Khalil Minor, Ashley Naiman, Tom Petty, Jon Hoffmeyer, Debbie Kaplan.
The meeting was held in the classroom of the Church at Clarendon, and was called to order by President Paul LeValley at 6:43 pm with a quorum present.
Approval of Minutes: A motion to approve the Minutes of the April Board meeting was made by Julie Zalkind, seconded by William Tranhant. Motion carried.
President’s Report: President Paul LeValley mentioned that he had two comments to make.
- He began his remarks by thanking Julie Zalkind, Stephen Taylor and Debbie Kaplan for their work on the staff evaluation process. He noted that one more meeting with Julie, Debbie and Paul is planned, and, after discussion, it appears that a July 14 date for that meeting may work on everyone’s schedule. The CA Board meeting in July will be on the 15th.
- He then shifted to a discussion of Board Roles and Responsibilities. He noted that it is appropriate for boards to rededicate their commitment to a purpose from time to time “What are we doing and why?” and suggested that given our staffing level, a discussion about board responsibilities is in order. He saw two options:
- The board volunteers time and labor to complete work required by the organization; or
- The board raises money to hire additional staff to do the required work. (The President’s preferred option).
- He noted three areas where Board’s typically arrive
- A personal financial contribution by each board member according to their means
- Board and committee attendance
- Event participation
3) The President concluded that he remains somewhat unclear on board roles and responsibilities, and our organizational mission, roles, and responsibilities, and he went around the boardroom to ask board members if they shared his confusion.
- The general consensus is that role confusion remains an issue with the CA, that there may be some divergence of opinion about these matters between long-time and newer board members, and that the board looks forward to Richard Brewster’s final report summarizing his work, as a catalyst for further discussion.
- We believe we will receive this report at, or prior to, our July 15 board meeting.
- Second vote on Amendment to allow Electronic Participation at Board meetings: A motion was made by Julie Zalkind and seconded by Casey Nolan to put a proposed amendment to Section V of the CA bylaws to change the definition of a quorum and allow electronic meeting participation on the table for discussion. The Proposed new language in our bylaws is underlined.
- MEETINGS OF BOARD OF DIRECTORS
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.
Following a discussion of the mechanics of implementation, and the applicable Virginia statutes which allow the CA to take this action, the motion was approved unanimously.
- FY2016 work plan and budget:
- The President asked staff about procedural issues, including separating the items into two separate votes, and the County requirements for Partnership Grant submission.
- A motion was made by Bill Trahant and seconded by Julie Zalkind that the Board adopt the proposed workplan
- Staff explained that the draft was based on a simplified draft which was circulated at our May meeting, and the consensus at that meeting was that the Rosslyn workplan outline was simpler than ours, and should be used by the CA. The workplan circulated by staff followed the Rosslyn outline.
- Several small but important edits were suggested by board members during the discussion, which were captured by staff.
- Staff read back the proposed corrections to the board.
- An amendment to the motion was made by Stephen Taylor and seconded by Julie Zalkind to accept the areas to be corrected as captured by staff, to direct staff to make corrections according to the comments made by the board, and to submit the corrected work plan to the President for final approval. Motion Carried.
- The underlying motion to adopt the workplan, as amended, pending the CA Presidents approval was called to the floor for a vote. Motion carried.
- CA FY16 Budget:
- William Tranhant moved that the proposed FY16 budget be approved, seconded by Julie Zalkind
- Staff outlined the historic budget reporting requirements required by AED in order to draw-down our partnership grant, and reported that this budget is similar in structure to previously approved budgets. Staff then did a brief overview of the budget items:
- He noted that our income estimate was less than last year’s actual income, and explained that our day-of-event income is weather dependent. He explained that the CA does have the capacity to provide detailed P/L statements for each event and activity we do, and that staff time and G/A expenses are allocated according to each event.
- The motion to approve the budet as presented was approved unanimously.
New Business: The President asked if any board member had new business to bring to the table. Bill Gearhart noted that the question of Arlington County on-street parking enforcement remains an open issue and suggested that the CA convene a meeting with Clarendon stakeholders to discuss.
- Staff reported that he is aware that Karen Orlando, owner of Mexicali Blues, is in conversations with the garage operator at 3033 Wilson Blvd., and suggested that he visit with Karen Orlando, and with Greg Cahill, to understand the business community’s concerns about the pending changes, and possible policy alternatives. He suggested that it might be premature to call a general discussion meeting until the CA had established baseline facts, and possible alternatives.
- Following discussion, the board endorsed staff’s recommendation to collect facts over the next couple of weeks, to enable the board to determine a proper policy and approach to this matter, prior to our July 15 board meeting.