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HomeMy WebLinkAboutMinutes - Sister Cities Committee 01-19-2006SPECIAL PALM DESERT SISTER CITIES COMMITTEE MEETING APPROVED MINUTES THURSDAY, JANUARY 19, 2006 - 8:30 A.M. PUBLIC WORKS CONFERENCE ROOM I. CALL TO ORDER Committee Chair Talboys called the meeting to order at 8:30 a.m. II. ROLL CALL IV. Members Present: Donna Jean Darby Bill Harris Rolf Hoehn Nancy Jo McIntosh Rose Mary Ortega Gil Slagel Mark Talboys Frank Villar Gary Walker Jean Whitney ORAL COMMUNICATIONS None Members Absent: Patricia Bannon John Marman CONSENT CALENDAR A. MINUTES OF THE REGULAR MEETING HELD DECEMBER 15, 2005 Mr. Walker moved to, by Minute Motion, approve the minutes of the December 15, 2005, meeting as amended. Motion was seconded by Mr. Slagel and carried 10-0 by a show of hands. V. CONSENT ITEMS HELD OVER None VI. NEW BUSINESS A. DISCUSSION OF BYLAWS Mr. Talboys welcomed Steve Quintanilla to the meeting and thanked him for all of his assistance in putting together the draft Bylaws. STEVEN QUINTANILLA stated that the Committee was about to make a very serious commitment. It was important that everyone on the Board of Directors understands the obligations under the Bylaws. APPROVED MINUTES SPECIAL PALM DESERT SISTER CITIES COMMITTEE MEETING JANUARY 19, 2006 Mr. Talboys felt it was important to establish a framework and guidelines under which the nonprofit would operate. He believed that in order for the nonprofit to survive it would need to, not only maintain its integrity, but also have the opportunity to grow without becoming unwieldy. Upon question by Mr. Villar, Mr. Quintanilla responded that the nonprofit could open up a general membership, but that would require an amendment to the draft Bylaws. He stated that most nonprofit organizations have members who typically join for an annual fee; however, the draft Bylaws did not have a provision for regular membership. Upon question by Mr. Talboys, Mr. Quintanilla responded that there were many opportunities for the public to participate in the organization. Opening up the general membership to anyone for an annual donation could create problems. There would be individuals who would be willing to pay an annual membership fee to have a say in what the organization was doing. Mr. Quintanilla explained the levels of organization within a nonprofit. He said the Executive Committee would consist of the officers and the Immediate Past President. The Executive Committee's purpose would be to make decisions in accordance with the Bylaws. The Executive Committee would not be able to fill vacancies, make rulings or changes to the Bylaws, or appoint Committee members. He continued his explanation with the description of the Appointed Directors. Those individuals would likely be from various organizations such as, the Chamber of Commerce or the Senior Center. Typically an organization would nominate an individual for the position of Appointed Director, the nominations would go to the Board of the nonprofit, then the Board would vote on those nominated individuals. The Emeritus Directors would be reserved for those people who deserve recognition for extraordinary service to the community as determined by the Board. Those positions were reserved for large donors. Mr. Quintanilla said any City Councilmember who serves, as an ex-officio, would not have voting authority; however, they could participate in any dialogue that took place during a board meeting. It was important to note that a Councilmember on the Board would not subject the board meetings to the Brown Act. If one member of the City Council is on the Board, and was given voting authority, all meetings would then be subject to the Brown Act. Mr. Quintanilla said the standing committees would include: Humanitarian, Tourism & Economic Development, Art, Culture & Education, Public Relations, Fundraising, and Historical. These committees were a means to get other members of the community involved without burdening them with the responsibility of being a board member. Mr. Talboys believed that support from the community and getting people on board would further the success of the nonprofit. Finding people who have the will and enthusiasm to carryout the mission of the nonprofit was important. ON APPROVED MINUTES SPECIAL PALM DESERT SISTER CITIES COMMITTEE MEETING JANUARY 19, 2006 Upon question by Mr. Talboys, Mr. Quintanilla responded that the draft Bylaws were very thorough and comprehensive. He was very impressed with the interest and commitment to the success of the Sister Cities Program. He found the Charters very interesting. The Board could amend the Charters without changing the Bylaws. He added that the Charters do not have to be filed with the Bylaws. Ms. Darby spoke to the concerns of the title "Executive Director." She suggested that the title be changed to "Administrative Coordinator." Ms. McIntosh believed that an "Administrative Coordinator" would imply that the role would have administrative duties, which it would. Mr. Talboys said the title "Executive Director" was commonly used in many nonprofit organizations. He felt it was important to have titles consistent with a nonprofit organization because they were easily identifiable with the community. Mr. Walker added that the "Executive Director" does not have any additional authority or power over the Board. He was in agreement with Mr. Talboys. Mr. Hoehn said the Board would create the contract and appoint whomever it wanted for the position of "Executive Director." That person would be the Chief Executive of a nonprofit organization whose job was to execute whatever the Board decided. The organization should have a certain standard in the community. The Board could not send an "Administrative Coordinator"to speak with the chief executive of a company to ask for donations. The Executive Director would represent the organization to the outside community and he felt it was the Board's decision on what they were willing to pay, or able to pay, and ultimately the job description that defines how much of an administrative role that position required. Obviously, in the beginning, the Committee would not be able to afford a large staff. What difference would it make if the title of that person were "Executive Director," as long as the job description stated that he/she would have to type his or her own letters. Mr. Villar was in agreement with Mr. Hoehn. The Committee approved the following change: Page 14, Section 5.2 Executive Director (a) Defined. The Board may hire the Executive Director, who shall be a salaried, full-time employee of the Corporation. Mr. Quintanilla and the Committee discussed the types of insurance policies needed by the nonprofit. He said all insurance issues could be covered through the establishment of a policy from the Board. Mr. Quintanilla suggested that the section on check writing be revisited. He said the Committee might want to explore setting a limit on the check amount, such as, anything over $100 would require two signatures. 3 APPROVED MINUTES SPECIAL PALM DESERT SISTER CITIES COMMITTEE MEETING JANUARY 19, 2006 He said the standard language for conflict of interest issues were added to the draft Bylaws and encouraged the Committee to read that section carefully to make sure there wasn't anything additional needed. Conflict of interest could have a definite negative effect on public perception. The only other issue not addressed in the Bylaws was fundraising. He thought they needed to give some serious thought to that item and make a determination as to whether they wanted the Board of Directors or Committee members to assume the responsibility for raising a certain amount of money. Ms. Darby said the Bylaws Subcommittee talked about the possibility that Board members become major contributors. Ms. Whitney said she experienced nonprofits folding up because they moved away from the government. It was hard to raise money and that was what you spent your time doing. She wanted to know why the Committee was becoming nonprofit. Upon question by Ms. Whitney, Ms. Ortega responded that five years ago when the Sister Cities Committee was formed; one of the directions from City Council was that they become a community -based organization. The Council wanted the Committee to explore the possibility of becoming nonprofit. Although the Committee was reluctant to go in that direction, there was now a strong push for that to happen. Mr. Aryan added that the Committee would be working on a contractual agreement with the City for its nonprofit organization. The City was not cutting its ties with the Sister Cities Program. Ms. Ortega agreed with Mr. Aryan's statement. The City continued to say that they would support the Sister Cities Committee in its nonprofit status. Mr. Walker noted that the Committee would have to be concerned about raising funds, but there were also creative ways to use in -kind services. Ms. McIntosh said if Committee members become fundraisers half of the Committee would leave. Mr. Talboys asked Ms. McIntosh to elaborate on her comment. Ms. McIntosh responded that some Committee members had not signed up to be fundraisers, but that was the job that was expected of them. She added that those members were focused on becoming nonprofit, but not because they wanted to, but because that was what City Council and City staff wanted. She was opposed to any requirement to raise a certain amount of money each year. Mr. Harris stated that he was currently with one of the largest nonprofits in the valley, and what it comes down to was everybody has to work to support the organization. 4 APPROVED MINUTES SPECIAL PALM DESERT SISTER CITIES COMMITTEE MEETING JANUARY 19, 2006 Ms. Ortega said with the financial support, via a contract, with the City and the continued success of current fundraising efforts, she felt the Committee might be okay. She too was concerned about the position of the Executive Director. Mr. Villar stated that the Committee would have to understand and accept the fact that their roles would change. Mr. Quintanilla stated that the Bylaws had a provision that allowed the establishment of a Fundraising Advisory Committee. That Committee could come to the Board and suggest that it tie the Executive Director's salary to a percent of how much he/she raises for the organization. Ms. Darby believed that as long as the Committee continued to be a positive reflection for the City, then they would not become persona non grata. Upon question by Mr. Aryan, Mr. Quintanilla responded as follows: 1. Establish the Board of Directors 2. Ratify the Bylaws (study sessions) 3. Choose Officers 4. Authorize Finance Officer to: a. Federal Tax ID b. Bank Account c. File Tax Exemption Application 5. Determine when meetings would be held 6. Establish standing committees Mr. Quintanilla stated that once the Tax Exemption paperwork was filed the Committee could begin fundraising. He noted that the Committee might want to confirm that with the Internal Review Service. Upon the question by Ms. Darby, Mr. Quintanilla responded that the Articles of Incorporation were submitted to the Secretary of State and the Committee was now a corporation. The adoption of the Bylaws should be completed before conducting any official business, such as, setting up a budget. Upon question by Ms. Whitney, Ms. Gilligan responded that the Outside Agency Funding Committee would meet in March 2006, to review applications, and funding approval would be in June 2006. She added that the applicant was free to give input during those meetings. Mr. Walker suggested that the Committee form an adhoc committee to develop a budget for the Committee. Mr. Slagel, Mr. Harris, and Mr. Walker volunteered to serve on the budget committee. Further discussion was held with regard to the Bylaws and when they might come back to the Committee for further review and approval. 5 APPROVED MINUTES SPECIAL PALM DESERT SISTER CITIES COMMITTEE MEETING JANUARY 19, 2006 Mr. Walker moved to, by Minute Motion, receive and file the Bylaws. Motion was seconded by Ms. McIntosh and carried by 8-0 by a show of hands. Mr. Hoehn left the meeting at 9:30 a.m., and Ms. Darby left the meeting at 10:00 a.m. VII. CONTINUED BUSINESS None Vill. OLD BUSINESS None IX. REPORTS AND REMARKS A. CITY COUNCIL None B. COMMITTEE CHAIR Mr. Talboys reported that the Ixtapa-Zihuatanejo Delegation visit was a success. He thanked everyone who participated, and a special acknowledgement went to Ms. Ortega for her supreme effort. C. COMMITTEE MEMBERS Upon question by Mr. Harris, Mr. Talboys responded that a retreat would be a good idea. Suggestions were made with regard to topics of discussion as well as the idea of inviting a guest speaker experienced in nonprofit organizations. Ms. Ortega suggested that a letter of appreciation be sent to David Perez Tejada from Mexicali for arranging transportation to Mexicali for the Delegation from Ixtapa-Zihuatanejo. She requested that the letter be from the Mayor. Ms. McIntosh reported that St. Margaret's would be available for the March 24 & 25, 2006, Sister Cities garage sale. She asked for volunteers to work for an hour or two on either Saturday or Sunday. She said items that do not sell would be taken to St. Margaret's Thrift Shop. She will create a flyer for distribution. Mr. Talboys suggested that Mr. Hoehn might have some ideas about promoting the garage sale. Mr. Villar stated that he secured the donation of a dialysis machine for Ixtapa- Zihuatanejo. He received assistance from the Kidney Foundation of Southern California and eventually spoke with Gary Colson the President of Dialysis Equipment Technology in Coral Springs, Florida. Mr. Colson's company donated a Baxter 550 machine, with supplies, worth $70,000 to $80,000 dollars. Ms. Ortega expressed concern to Hector Manuel Ezeta and Alfonso Cantu about issues regarding their role with regard to the shipment of equipment to APPROVED MINUTES SPECIAL PALM DESERT SISTER CITIES COMMITTEE MEETING JANUARY 19, 2006 Ixtapa-Zihuatanejo. During that conversation, the gentlemen stated that their funds were somewhat limited. Ms. Ortega felt that the HUM Subcommittee needed to identify which of its projects were the most important and establish priorities and timelines for those projects. Mr. Villar stated that the dialysis machine might very well be in Mexico, and additional monies for shipment may not be necessary. His main concern was whether there were individuals in Ixtapa-Zihuatanejo who were experienced on the Baxter 550 dialysis machine. Ms. Ortega noted that the dialysis machine donation was still exploratory and did not want to move forward until all information was received. The HUM Subcommittee would meet and discuss the donation of the dialysis machine before formally presenting it to the Committee. Ms. Ortega stated that the Bombero Program was moving forward, but she could not recommend payment for the two additional firemen because she was not getting clear information regarding that program. Mr. Talboys distributed golf tournament sponsor and player applications to Committee members. Obtaining sponsorships should be the Committee's main focus. D. SUBCOMMITTEE MEMBERS - Art, Culture & Education - Tourism & Economic Development - Humanitarian - Public Relations & Promotions E. STAFF None X. ADJOURNMENT With concurrence by the Committee, the meeting was adjourned at 10:30 a.m. Lori Wimbish, Recording Secretary *Reminder: Our next meeting will be held February 16, 2006, at 3:00 p.m. N