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05-09-01v• 1. Call to Order AGENDA FIRST NIGHT BOARD OF DIRECTORS MEETING May 9, 2001 9:30 a.m. Adele Grage Community Center 2. Approval of Minutes of Meeting of March 27, 2001, and April 16, 2001 3. Old Business (a) Update on incorporation papers/IRS tax exempt designation (b) Update on fundraiser cruise 4. New Business (a) Board of Directors Structure — Further discussion regarding number of members, type of members, terms (b) Executive Director job description finalization (c) Schedule for opening bank account and funds transfer from the City of Atlantic Beach (d) Logo copyright 5. Announcements/Reports 6. Adjournment • • • • MINUTES OF FIRST NIGHT BOARD OF DIRECTORS MEETING May 9, 2001 A regular meeting of the First Night Board of Directors was held Wednesday, May 9, 2001, in the Adele Grage Community Center. Present were Kim Armstrong, Robert Frary, Cindy Grossberg, Mary Jenkins, Michelle Tipton and City Staff Member Susan Dunham. 1. Call to Order The meeting was called to order at 9:35 a.m. 2. Approval of Minutes of Meeting of March 27. 2001. and April 16.2001 A motion was made by Michelle Tipton, seconded by Cindy Grossberg and unanimously carried to approve the Minutes of the First Night Board of Directors meeting of March 27, 2001, and April 16, 2001. Mary Jenkins introduced Jeff Sneed who has agreed to sit on the Board of Directors for First Night. 3. Old Business A. Update on incorporation papers/IRS tax exempt status: Mr. Sneed advised that First Night still needs to apply for state tax exempt status so he has requested the paperwork from the Secretary of State which he should receive by the end of the week. For the First Night fundraiser, Mary Jenkins clarified that First Night would still fall under the umbrella of the City of Atlantic Beach. Robert Frary advised that he is confirming insurance coverage for the fundraiser. He further advised that he is working to obtain insurance for the Board of Directors and special event coverage. Kim Armstrong advised that the incorporation papers are back from the State of Florida and are at Alan Jensen's office. She further stated that Alan Jensen's office has requested a corporate kit. Jeff Sneed advised that the Board is to keep minutes, but that nothing else was required for 12 months. Jeff Sneed agreed to prepare the by-laws. Jeff Sneed advised that his e-mail address is jsneed@bellsouth.net and his telephone number is 247-6565. Jeff Sneed informed the Board that once the Articles of Incorporation are filed, First Night is a corporation. However, he said that a bank would not open an account until by-laws are prepared. Kim Armstrong suggested that she and Jeff Sneed meet next week to discuss how to proceed. Mary Jenkins stated it was her understanding that Mayor Meserve and the City Manager indicated that First Night could continue with the City until everything was in place. B. Update on fundraiser cruise: Mary Jenkins moved this item to the end of the Agenda. 4. New Business A. Board of Directors Structure — Further discussion regarding number of members, type of members, terms: Mary Jenkins requested that the Board brainstorm the structure of First Night. Suggestions for Board members were as follows: president, secretary, treasurer, the mayor, a teen advisor from the community, a lawyer, an accountant, people from the community, First Night Steering Committee Chair and First Night Executive Director. • Minutes of First Night Board of Directors Meeting _"May 9, 2001 Page 2 Jeff Sneed suggested to limit the Board to five to eight people for the following reasons: (1) it is difficult to reach consensus when there are more than five people; and (2) the larger the board, the harder it is to reach a quorum. He said that typically this type of board is set up with three officers, with two to three board members with voting rights. He also suggested to add the mayor or a city representative because of the connection with the City of Atlantic Beach and that board members not be restricted by their occupation. Discussion was held with regard to who is qualified to serve on the Board and how they should be elected. Jeff Sneed suggested leaving the qualifications as open as possible. He further suggested that membership on the Board be made by the nominating committee which would be a standing committee appointed by the Board. The Board agreed that the appointment of the Committee Chair would be accomplished by Board approval. The Board discussed authorization to sign checks. Jeff Sneed recommended that two people sign checks regardless of the amount and all Board members agreed. It was agreed that Kim Armstrong would write the checks and the President and Vice President of the Board would sign the checks. The Board changed the next Board of Directors meeting from June 13 to June 20 at 9:30 a.m. B. Executive Director job description finalization: Mary Jenkins distributed the Executive Director job description and advised that she used other First Night Executive Director positions as models to prepare this job description. All Board members agreed that this description is for a full time position and that the current Executive Director could not accomplish this work in 10 hours a week. However, the Executive Director would be responsible to have the work completed that she is unable to complete herself. Kim Armstrong advised that at this point in time the Executive Director should be a 30-40 hour per week position. Jeff Sneed left the meeting at 10:34 a.m. The Board requested that Kim Armstrong advise the Board of what duties she is able to fulfill and who will complete the other duties. Michelle Tipton moved that we approve the full time Executive Director job description as submitted. Cindy Grossberg seconded the motion, which passed by unanimous approval. Robert Frary stated that he has located a volunteer to design, build and maintain a website for First Night. Michelle Tipton left the meeting at 10:36 a.m. C. Schedule for opening bank account and funds transfer from the City of Atlantic Beach: Kim Armstrong stated that she would work with Jeff Sneed to determine what will be needed to open a bank account. D. Logo copyright: This agenda item was not addressed. 3. Old Business B. Update on fundraiser cruise: Kim Armstrong gave the following update: (1) 82 people had made reservations as of yesterday; (2) the wine, beer and food has either been finalized or will be finalized today; (3) Slider's will be providing food at $12.00/per person; • • • . 1inutes of First Night Board of Directors Meeting ti�lay 9, 2001 Page 3 (4) Southern Wine and Spirits donated 8 cases of wine and The Wine Club donated 2 cases of wine; (5) Kim Magley is preparing the sponsor banners; and (6) eight more bartenders are needed for one-hour shifts. Robert Frary stated that he would talk with Second Hand Rose about donating decorated trees. 5. Announcements/Renorts None. 6. Adjournment There being no other business or discussion, the meeting was adjourned at 11:00 a.m. P-4 Cv14,1 Mary Jenkins