Minutes of
the Board of Directors Meeting
5A5 Steak Lounge,
2nd DRAFT
The
meeting began at
Board
members in attendance in addition to President Sauro: Fred Allardyce, Bill Benkavitch, Mary Lou Licwinko, Jonathan Middlebrook, Carol Parlette, Felix
Rodriguez, Diana Taylor.
Board
member who was absent: Morton Beebe,
Linda Schwartz, Joe Wyman.
1.
Quorum Call. When the meeting was called to order, there
were eight Board members in attendance.
2.
Approval of Minutes. The
minutes of the
3.
Treasurer’s Report. Carol Parlette distributed the Balance Sheet,
Income Statement and Budget Summary Report as of
4.
Bylaws Revision Committee Report – Jonathan Middlebrook, Mary Lou Licwinko. Jonathan Middlebrook stated that the
Committee aim is to clarify some grey areas in the current Bylaws. Diana Taylor and Carol Parlette also
participated in the revisions. The Board
thanked Jonathan, Mary Lou and Diana for their fine effort. Following is a brief summary of the
discussion.
A new draft will be submitted by the
Committee for review by the entire Board.
ARTICLE
I – NAME AND NEIGHBORHOOD AREA
The
Board discussed what would be the best boundaries for the Association.
President Bill Sauro agreed to prepare a
map showing possible boundaries.
Jonathan Middlebrook agreed to define
the Association boundaries in writing after the map has been submitted.
The
suggestion of future modifications of the Association boundaries by a
two-thirds Board vote was put on hold.
ARTICLE
II – PURPOSES
The
Board accepted the revised draft presented, with minor modifications.
ARTICLE
III – MEMBERSHIP
A
new Membership Category – Associate Membership – is proposed in the Bylaws
revision. This category has no voting
rights, but can serve on Committees.
Section
4, Expulsion of Member was deleted.
ARTICLE
IV – MEETINGS
Several
revisions were proposed. These revisions
were agreed to with some minor modifications, which will be included in the
next draft.
The
discussion of Section 2 – Voting – was framed by what occurred at the
June 2009 Annual Meeting. The Board
agreed that all Active Members should receive a written ballot prior to the
Annual Meeting. Active Members would
have to turn in their ballots no later than seven days after the Annual
Meeting. Ballots could be turned in at
the Annual Meeting.
In
Section 6.7 – Conduct of Meetings – Robert’s Rules of Order (Revised)
were replaced by Sturgis Standard Code of Parliamentary Procedure.
ARTICLE
V – BOARD OF DIRECTORS, QUALIFICATIONS, POWERS AND DUTIES
Several
revisions were proposed. In Section 2 -
Composition, The ‘Corresponding Secretary’ position
was eliminated. And the ‘Recording
Secretary’ position was changed to ‘Secretary’.
In Section 6 – Name was changed from ‘Removal of Officer’ to ‘Removal of
Member of Board’. In Section 8 –
‘Officer’s Duties’ Item D, the maintaining of the book of minutes can be done
electronically. Also, the President will
maintain the register of members.
ARTICLE
VI – COMMITTEES
There
was a minor change submitted for the Committee Bylaws. The work eligible
was deleted.
ARTICLE
VII – AMENDMENTS
The
existing word ‘email’ in the Bylaws
was changed to ‘electronic means’.
ARTICLE
VIII – FINANCIAL MATTERS
Several
minor administrative changes were proposed by the Bylaws Committee. The Board had very short discussions with
regard to these changes.
ARTICLE
XI – LIMITATION ON LIABILITY
There
was significant discussion concerning liability of Board members.
Mary Lou Licwinco
agreed to look into the cost of Directors and Officers (D & O) Insurance.
President Sauro also agreed to look into
the cost of D & O Insurance.
Several
Board members expressed great interest in hearing what exactly their
liabilities are as a Board member, and would liked to be briefed on the subject.
As
part of this discussion, a statement was made that a Board member, speaking as
an individual, has a legal fiduciary responsibility to maintain a public
position officially endorsed by any Board he or she is on. This discussion was based on the Board’s
position concerning the proposed
At
this point, Fred Allardyce resigned from the Board.
Subsequent
to his departure, a motion was made to vote on taking No Position on the 8
After
a lengthy discussion and two votes, six
Board members voted ‘Yes’ to take No Position on the project. One Board member ‘Abstained’ to taking No
Position on the project.
ARTICLE
X – BCNA POLICIES AND RECORDS
Minor
administrative changes were proposed by the Committee.
ARTICLE
XI – DISSOLUTION OF ASSETS
No
changes were proposed.
ARTICLE
XII – ADOPTION OF BYLAWS
Minor
administrative changes were proposed by the Committee for updating the new
adoption date of the revised Bylaws.
5.
Waterfront Action Committee – Future Status, Restructuring. Committee
Chair Diana Taylor stated that the current WAC is being dissolved. She will convene a group to determine how to
restructure this Committee.
6.
Membership Update. President Sauro reported on membership earlier
in the Board meeting. There are 129 dues
paying members, 29 e-members, 27 members who have not currently renewed but are
still on the list. Total is 185 on the
mailing list. Of these, 152 have
email. There were 20 new members – all
e-members from the recent
7.
Third Planning Department Embarcadero Community Workshop –
8.
New Business – Monthly vs. Bimonthly Meetings. The Board
discussed the merits of changing the Board meeting schedule from monthly to
bimonthly. It was agreed that a meeting
would be held in August, September, and November. There will be no October meeting. And, has been the custom, there will be no
December meeting. Further changes to the
Board meeting schedule will be discussed subsequently. It was suggested that one of the next
meetings be a social meeting with the membership.
President
Sauro stated that the next BCNA Newsletter is done. He has scheduled a Newsletter ‘folding and
stamping’ get together of Wednesday, July 29 at his home beginning at
9.
Next Meetings. The next BCNA Board meetings are scheduled
for
10.
Adjournment. The meeting adjourned at
Respectfully
submitted,
Bill
Benkavitch
Secretary