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04-13-01v• 1. Call to Order AGENDA FIRST NIGHT COMMITTEE April 13, 2001 9:30 a.m. Adele Grage Community Center 2. Approval of Minutes of Meeting of February 21, 2001 3. Old Business A. First Night International Conference B. Finalize Plans for Filing 501(c)(3) Incorporation Papers (1) Questions/Concerns (including: IRS tax exempt application, writing ofby- laws, BOD insurance, signators on bank account) (2) Discussion C. Plan for Creating Executive Director Job Description 4. New Business A. Update from Executive Director (1) Fundraiser (2) Steering Committee B. Role of FNAB Board of Directors in the Future (1) Purpose, size, terms, etc. 5 Adjournment • • • MINUTES OF FIRST NIGHT BOARD OF DIRECTORS MEETING April 13, 2001 A regular meeting of the First Night Board of Directors was held Friday, April 13, 2001, in the Adele Grage Community Center. Present were Kim Armstrong, Cindy Grossberg, Mary Jenkins, Michelle Tipton and Susan Dunham. 1. Call to Order The meeting was called to order at 9:55 a.m. 2. Annroval of Minutes of Meeting of February 21. 2001 A motion was made by Cindy Grossberg, seconded by Michelle Tipton and unanimously carried to approve the Minutes of the First Night Committee meeting of February 21, 2001 Mary Jenkins advised that Attorney Jeff Snead was expected to attend this meeting to answer legal questions. 3. Old Business A. First Night International Conference: Kim Armstrong advised that there are three people who would like to attend the First Night International Conference in Toronto: herself, Robert Frary (Chairperson of First Night) and Kathleen Smith Beaudreau (Programming Chair). She advised that the cost to attend the conference for all three people would be approximately $2,000 to $2,500. Mary Jenkins stated that she was very excited that these three people are so enthusiastic about attending the conference. Kim Armstrong stated that each person attending would benefit for different reasons: Robert Frary with an emphasis on the event, Kathleen Smith Beaudreau for programming information and herself for the structural development of Atlantic Beach First Night. Michelle Tipton stated that it is a great idea and would be well -utilized funds and Mary Jenkins stated that she felt it was an investment for the future of First Night Atlantic Beach. A motion was made by Michelle Tipton, seconded by Cindy Grossberg and unanimously approved to support Kim Armstrong, Robert Frary and Kathleen Smith Beaudreau attending the First Night International Conference. The Board directed Kim Armstrong to ship 250 programs and buttons to the conference so that they would be available to share with conference attendees. The Board discussed locating someone who would volunteer to create a website for First Night Atlantic Beach. B. Finalize Plans for Filing 501(c)(3) Incorporation Papers: This item was moved to the end of the Agenda at the request of Mary Jenkins. C. Plan for Creating Executive Director Job Description: The Board discussed creating a job description for the Executive Director position. The Board determined that the job description would include everything they would like this person to accomplish. Mary Jenkins stated that she would create a draft job description for the Board's review. 4. New Business A. Update from Executive Director: Kim Armstrong stated that she would provide an update on the fundraiser at Monday's meeting. Cindy Grossberg stated that she would temporarily chair the logistics committee and suggested that a co-chair be located. Kim Armstrong advised that the next steering 4 - Minutes of First Night Committee Board of Directors Meeting April 13, 2001 Page 2 • committee meeting had been moved from April 13 to April 23. She further advised that all future First Night Steering Committee meetings would take place on the third Thursday of each month at 7:30 p.m. The Board discussed and agreed that all future First Night Board Member meetings would take place on the second Wednesday of each month at 9:30 a.m. Mary Jenkins advised that she spoke with Ms. Zeren Earls, the President of First Night International, who advised that there is no liability until the event occurs. Mary Jenkins also stated that to obtain the insurance for the Board of Directors and the event would be part of the process but it does not have to happen ahead of filing the 501(c)(3) paperwork. B. Role of FNAB Board of Directors in the Future: Mary Jenkins asked the Board members for their thoughts on the future role of the First Night Board of Directors. She asked for specifics on the purpose of the board, the size of the board and the terms of the board members. The Board gave the following ideas for ideal Board members: • Financial or legal expertise • Name recognition • Financial support • Have something to contribute • Know people, have connections • Expertise only, not the day-to-day work • CPA (ideally with not-for-profit experience) • CPA, attorney and two community representatives It was suggested that the Board members bring to the monthly meetings names of people they have in mind for Board of Director positions. 3. Old Business B. Finalize Plans for Filing 501(c)(3) Incorporation Papers: Cindy Grossberg said that she has been comfortable proceeding with the 501(c)(3) from the very beginning. Kim Armstrong stated that she feels more comfortable now that First Night is stronger in our committee chairs, accountant services and legal services. Mary Jenkins stated that her comfort level has increased since speaking with Mayor Meserve and Zeren Earls. Michelle Tipton stated that with the process of securing an attorney and with the understanding that they have insurance prior to the event, then she is comfortable proceeding. A motion was made by Cindy Grossberg, seconded by Michelle Tipton and unanimously approved that we proceed with the 501(c)(3) and that the Executive Director submit the paperwork. The Board discussed when to file the tax-exempt paperwork with the Internal Revenue Service. The Board directed Kim Armstrong to talk with Alan Jensen to determine this filing date. Mary Jenkins advised that the next special called meeting of the First Night Board of Directors is scheduled for Monday at 9:30 a.m. and the next regularly scheduled meeting is scheduled for Wednesday, May 9. 5. Adiournment There being no other business or discussion, the meeting was adjourned at 11:10 a.m. 410 Mary Jenkins (,)