Wednesday, August 15, 2007

Interim Board Meeting Minutes, 8/6/2007

Minutes of Meeting #3, 8/6/07, Fort Point Neighborhood Alliance “Interim Board”

Attendees:
Jay Higginbottom
Linda Lukas, Secretary / Recorder
Michael Tyrrell
Daniel van Ackere
Drew Volpe, FPNA “Interim Board” Moderator

AGENDA

Review FPNA Draft Charter and Bylaws
Drew Volpe called the meeting to order at 7:17pm at 15 Sleeper Street, #502, Boston, MA, home of Linda Lukas

Each “Interim Board” member stated his/her questions/issues/recommendations regarding changes to the FPNA Charter and Bylaws. Drew read Surish’s email regarding his recommendations. The Articles and Sections are listed below according to the sequence of the Draft Charter and Bylaws, not according to the order of the items during discussion.

Issue: Changing Alliance to Association
Suggestion by Suresh: change Fort Point Neighborhood Alliance to Fort Point Neighborhood Association. After much discussion, Mike made a motion that because this is an important decision, the decision of changing from “Alliance” to “Association” be tabled so that each of the 11 members of the “Interim Board” have a vote in favor of or against the change. Dan van Ackere seconded the motion. The vote was unanimous.

Issue: In Article 2. General Membership, 2.01 Members, second paragraph, should non-resident property owner, business owner, public corporation or institute be represented by no more than three voting individuals?
“All of the above Members are to be considered voting Members. Each non-resident property owner, business owner, public corporation, or institution shall have one vote, with the limitation that each such property, business, corporation, or institution may not be represented by more than three voting individuals.”
After a short discussion, Jay made a motion to change Article 2. General Membership, 2.01 Members, second paragraph to read: “All of the above Members are to be considered voting Members. Each non-resident property owner, business owner, public corporation or institution is a voting Member, and therefore each shall have one vote.” Dan van Ackere seconded the motion. The vote was unanimous.

Issue: In Article 2. General Membership, 2.01 Members, third paragraph, should “honorary Members” be defined?
“The Membership may designate from time to time non-voting honorary Members. These persons shall be designated as described in Article 3.01, and shall have none of the rights or responsibilities of the regular Membership.”
After a brief discussion, it was decided to leave as is. The vote was unanimous.

Issue: In Article 2. General Membership, 2.02 Boundaries, should the geographic boundaries, as defined in Article 2, be expanded to include other areas?
“The geographic boundaries of the FPNA are: Starting at the corner of West Second Street at Dorchester Avenue; running north along the Fort Point Channel Harborwalk/Trail to Fan Pier, crossing east along the harbor front to Fan Pier Cove, then turning south, following the West Service or “Haul” Road back to the West Second Street overpass.”
After a short discussion, it was decided to keep the language as is. Dan van Ackere offered to create a map that will become an Appendix of the FPNA Charter and Bylaws. The vote was unanimous.

Issue: In Article 2. General Membership, 2.04 General Membership Annual Meetings, should the month, date and time of Annual Meetings be in the FPNA Chapter Bylaws?
“The Annual meeting of the Members shall be held at 7:30pm on (T.B.D.) in each year at a place to be announced.”
After a short discussion, Dan van Ackere made a motion to change Article 2. General Membership, 2.04 General Membership Annual Meetings to read: “The Annual meeting of the Members shall be held each year on a date, time and place to be determined by the Executive Board.” Drew seconded the motion. The vote was unanimous.

Issue: In Article 2. General Membership, 2.07. General Membership Quorum, should we define “Members”, state the number of “Members”, and state the number of Executive Board members as a majority?
“At any meeting of the Members, five Members, including a majority of the Executive Board, shall constitute a valid quorum.”
After a brief discussion, Dan van Ackere made a motion to change Article 2. General Membership, 2.07. General Membership Quorum to read: “At any meeting of the General Membership, at least five (5) Community Members, and a majority of the Executive Board, or five (5) Executive Board Members, for a minimum of ten (10) Members total, shall constitute a valid quorum.” Mike seconded the motion. The vote was unanimous.

Issue: In Article 4 Executive Board, 4.01 Executive Board Number, should the terms of the nine (9) Executive Board members be “staggered”?
“There shall be nine (9) Members of the Executive Board. The board Members shall be elected annually for terms of one year...” After a length discussion of several options for “staggering” the terms of the 9 Board members (for example, 4 or 5 have a 1 year term and 4 or 5 have 2 year terms), Mike made a motion that because FPNA is a young organization, and in the interests of continuity on an annual basis, keep Article 4.0 as written. Jay seconded the motion. The vote was unanimous.

Issue: In Article 4 Executive Board, 4.01 Executive Board Member, should “one building complex” be clarified?
“There shall be nine (9) Members of the Executive board. The Board Members shall be elected annually for terms of one year. No more than two Board Members shall be elected from any one building complex within the boundaries of the FPNA district.” After a short discussion, it was decided to change “complex” to “address”. The vote was unanimous.

Issue: In Article 4 Executive Board, 4.09. Executive Board Suspension or Removal, if the majority of the 9-member Executive Board is five (5), should 2/3 majority actually be stated as 3/4 majority?
“An Executive Board Member may be suspended or removed with cause by vote of a 2/3 majority of the Executive board then in office. An Executive Board Member may be removed with cause only after reasonable notice and opportunity to be heard; provided, however, that three successive absences from meetings of the Executive board, without an explanation therefore to an officer of the FPNA in advance of any such meeting, shall be deemed to be cause for removal, for which notice and opportunity for hearing shall not be required.” After a brief discussion, it was decided to keep the “2/3 majority” as is.

Issue: In Article 5, Officers and Agents of the Executive Board, 5.0, 1. Officer Number and Qualification, should “agent” be defined? “The officers of the Fort Point Neighborhood Alliance shall be, but are not limited to, a President, Treasurer, Vice President and Secretary, but may hire or appoint agents as necessary. An agent, may be, but need not be, a Member of the Executive Board or a Member.” …and Article 5, 5.08: Agents “With the agreement of a majority of the Executive Board, agents may be hired to assist in the performance of the business of the FPNA when such assistance is required.” After a brief discussion, it was decided to add after “agent” in both Articles: “i.e., contractors or vendors” for clarification. The vote was unanimous.

Issue: In 5. Officers and Agents of the Executive Board, 5.09 Officer Suspension or Removal, define “cause” in the suspension or removal of an officer?
Regarding 5. Officers and Agents of the Executive Board. 5.09 Officer Suspension or Removal “An officer may be suspended or removed with cause by vote of a majority of the Executive Board then in office at any special meeting called for such purpose or at any regular meeting. An officer may be removed with cause only after reasonable notice and opportunity to be heard.” After a brief discussion, it was decided to keep as is. Vote was unanimous.

Issue: In Article 5. Officers and Agents of the Executive Board, 5.11 Officer Vacancies, is it appropriate to clarify the maximum time in which the Executive Board elects a successor to fill an officer position that is vacated?
“If the office of any officer becomes vacant except for the President, the Executive Board may elect a successor. The President is replaced as outlined in Section 5.05 of these Bylaws. Each successor shall hold office for the unexpired term until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.” After a short discussion, Drew made a motion to change the first sentence of “5. Officers and Agents of the Executive Board 5.11. Officer Vacancies” to read: “If the office of any officer becomes vacant except for the President, the Executive board shall elect a successor within a period of no more than six (6) weeks.” The second paragraph stands as is. Mike seconded the motion. Vote was unanimous.

Issue: In Article 7. Execution of Papers, 7.01. Authorization, should “majority” be added for clarification to read “…must be approved by the Executive Board majority”?
“All deeds, leases, transfers, contracts, bonds, notes, drafts and other obligations made, accepted or endorsed by the Association shall be signed by the President and the Treasurer. Checks for amounts of $500.00 or less may be signed by either the President or the Treasurer. Checks for amounts greater than $500.00 must be signed by any two officers, and must be approved by the Executive Board.” After a brief discussion, it was decided to keep as is.

Issue: In Article 8 Personal Liability”, add an Article stating that the FPNA Executive Board will secure Directors and Officer Liability insurance each year?
After a short discussion, Drew made a motion to add to “Article 8. Personal Liability”: a new Section 8.02 to read: “Each year, the Executive Board will secure Directors and Officer Liability insurance to cover each Board Member and Officer from personal liability, debt or obligation during their tenure on the Executive Board.” Mike seconded the motion. The vote was unanimous.

Issue: Is Section 10: FPNA Parliamentary Procedure Section (approximately four (4) pages) too complicated?
The short discussion centered on whether the Parliamentary Procedures are too complicated and lengthy and in fact, appropriate for FPNA. Mike offered to do research regarding if and how other neighborhood associations use Parliamentary Procedures and/or Roberts Rules. Drew made a motion to table this discussion until Mike reports on the results of his research. Jay seconded the motion. The vote was unanimous.

Remaining issues to discuss:

Issue: Regarding the filing of an application for FPNA as a 501(C)(3) organization with the Commonwealth of Massachusetts, filing an application and submitting FPNA Charter and Bylaws with the Commonwealth of Massachusetts to legally establish FPNA, and opening a FPNA Bank Account.

Issue: Article 9 - the amendment process.

Issue: Proxy voting

It was agreed that the next meeting will be on Wednesday, August 15, at 7pm at Linda Lukas’ loft at 15 Sleeper Street, #502, Boston.

It was agreed that the 8/15/07 Meeting Agenda is:
Continue ratifying the FPNA Draft Charter and Bylaws.

Meeting was adjourned at 9:30pm.

Sincerely,
Linda K. Lukas Secretary/Recorder

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