Special Meeting of the Board of Directors (BOD)
Saturday January 3, 2015
9:30 am – 2:00 pm
Port of Rochester Terminal Building, 2nd Floor Charter Room
To build a stronger community and to enhance the lives of our residents by providing a forum for sharing information, connecting neighbors and stakeholders, and fostering civic engagement while preserving and promoting the heritage of the Village of Charlotte.
Meeting called to order at 9:42 am.
In Attendance: Clare Stortini, president; Brian Labigan, director; Susan Miller, treasurer; Sean Schiano, director; Sue Roethel, director, Patti O’Brien, director (NOTE: The 6 members attending were a quorum, or 2/3 of the board, to conduct business until Sean had to leave at noon.)
Excused Absence: Pam Postgate, secretary; Julia Tedesco, director
Unexcused Absence: Christine Ridarsky, vice president
A. Temporary Substitute Secretary: Pam is on medical leave, so the role of secretary must be filled until she Sue R. offered to fill in to take minutes during Pam’s absence. Motion was made by Sue M. and seconded by Patti; motion approved.
Decision: Sue R. will temporarily perform the duties of secretary until Pam returns.
B. Minutes Approval of December 1, 2014 BOD Meeting: No minutes were given to Clare by the secretary for board approval. They need to be submitted for approval at the General Meeting on January 5, 2015.
Some board documents have been posted to a Google drive for sharing, but new board members do not have access to this drive yet. Clare requested that she be given hard copies of all BOD meeting minutes available for 2014. (NOTE: BOD Meeting Minutes are separate from General Meeting Minutes.)
Sean gave a verbal account of the meeting, stating that the agenda was entirely dedicated to reviewing the election process to ensure it would be executed properly.
Motion was made by Sean to approve the verbal report of the minutes; Sue M. seconded. Discussion included concern that a verbal report was not adequate but that, due to the extenuating circumstances of the board’s awkward transition and in the interest of moving forward, it would be best to accept the verbal report at this time and move on. A vote was taken and motion reluctantly approved 6-0.
Decision: BOD Minutes of December 1, 2014 are approved with the understanding that, in the future, a verbal report is not considered an adequate record of board activity.
Action Item: Brian will contact Pam to obtain minutes for all BOD meetings in 2014 and give them to Clare. He will also contact Christine to request that all new board members be given access to the Google drive.
C. Treasurer’s Report: Sue shared a spreadsheet showing all 2014 activity as well as a 2015 summary of recent deposits for renewals of memberships and advertising. She has also reviewed the checking account register from June 2014 to present and reconciled it against bank statements through December 2014. After confirming with the bank after reconciling December expenses and credits as of January 2, 2015, the CCA now has a balance of $22,963.43.
Among the recent expenses was a check reimbursement to John Poinan for t-shirts and books sold as a fundraiser at events. There is no report as to the inventory balance or where the items are kept. Brian reported that CCA merchandise is kept in a storage room near the first floor west side entrance at the Robach Center. He believes there are 6-8 boxes of t-shirts, hats, books, etc. This storage room belongs to the Ontario Beach Program Planning Committee (OBPPC), but the CCA does not have a key for access. (NOTE: Jean Carrozzi invited Clare to attend the OBPPC meeting today, which conflicts with this BOD meeting.)
Sue M. also brought to the board’s attention that the CCA received a check for $100 from Holy Cross but is noted to be “for the Charlotte Community Development Corporation (CCDC) for the Directory.” This reference is presumably about the Discover the Harbor District booklet that the CCDC publishes. Brian, Sue M. and Sean agree that this transaction was an error and should not have gone through CCA treasury at all.
Other recent expenses Sue M. handled were payments to the Consolidated Agency. One was a payment of $842 for annual Director’s Liability Insurance, which is a new policy, effective January 1, 2015, to protect board members from lawsuits that may be filed against the board and/or individual board members. The new policy has Mike Parker’s name and home address on it, so that needs to be changed. Another payment was $1,171 for sign insurance to protect against damage to the “Welcome to Charlotte…a community that cares” road signs. This payment was duplicated in error; however, the agency reimbursed $1,151 instead of $1,171.
Sue M. requested approval to purchase office supplies (hanging files, file folders, stapler, calculator, legal pads, paper clips). Sean said that purchases up to $100 do not need board approval or Audit Committee review. (NOTE: Sean advised that he has served alone as the Audit Committee, but no mention of this committee’s existence is in the record.)
- Clare will contact Jean Carrozzi about access to the storage room so that we can take an inventory of the items owned by CCA.
- Sue will follow up with the insurance agent, Karen Pakulski, to clarify the $20.00 discrepancy of the double-payment reimbursement and also to replace the new policies’ contact information with the CCA’s PO Box address
- Sue M. will provide future reports with comments printed to explain various entries as needed.
D. President’s Report: Clare wants to acknowledge birthdays of board members, so she asked for that information on a voluntary During introductions Patti announced that she is retiring from her job at the end of April and will have more time then to dedicate to CCA work.
Regarding meetings, Clare provided a handout of a template she’d like to use to provide standard formatting of agendas and minutes of BOD meetings and General meetings. Minutes should be approved by the board and then posted as soon as possible after approval. Pam previously recommended that minutes go out to the board within 10-14 days after a meeting. It was discussed that this time frame may be too long and should be shortened. Additionally, not all board members have been responsive to approving minutes by email. The expectation is that every board member will send approval or recommended changes to minutes within a reasonable time.
Minutes should be marked “Approved” or “Unapproved” and only posted if “Approved.” General meeting minutes only have been posted to the web. For transparency, all minutes should be approved before the members at an open General meeting and posted only after approval this way. The secretary is responsible to send Fred Amato the authorized (approved) minutes to post on the web.
Motion made by Sean; seconded by Sue M.: Minutes will be available to the board for review within 1 week (7 calendar days) after a meeting and board members will have 3 calendar days to revise/approve the minutes (with the expectation that each board member must respond one way or the other within that timeframe).
Motion approved 6-0.
Regarding agendas, they will become more member-centric and less focused on politics. Copies of unapproved minutes should be made available at General meetings where they will be approved. Allow a short time on the agenda for members to ask questions about the minutes prior to the board’s vote to approve them. Sean asked that we continue to have the police report and that it be placed before business on the agenda so that they can leave afterwards.
There will be a Treasurer’s Report at every meeting that will include a balance sheet of the budget.
The Board will meet on January 5th at 6:00 pm for a 45-minute meeting. The doors will be opened at 6:45 pm for members to come in and get settled before the General Meeting starts promptly at 7 pm. The Robach Center will be heated and the sidewalks will be plowed and salted. Clare asked for help setting up chairs and tables prior to the Board Meeting. She also wants to have a photo taken of the new board at 6:30 pm. Patti has a nice camera to use; we just need to have someone snap the photo. Sue R. suggested asking Bill Brown, the videographer who has done work for the CCA and for CHARLOTTE Strong.
Dr. Bolgen Vargas, Superintendent of the Rochester City School District, has asked to present to the CCA in January regarding his recommendation to close Charlotte High School. This is a follow-up to his meeting with the community at Charlotte High School in November 2014, at which Clare, Sue M. and Sue R. attended along with many other members of the CCA. Clare explained to him that our January meeting agenda is already filled with reorganization items and that February would be better. In the meantime, we should post Clare’s notes from the November meeting as background information.
On January 12, 2015 the City’s Planning Commission will host a Public Hearing regarding Lakesiders’ (formerly Penny Arcade) application for a special permit to have trivia games, karaoke, DJs and small bands. Clare would like to attend this meeting and asked permission of the board to advocate for CCA. She would like to ask the Commission to include in the conditions that Lakesiders must keep exterior doors and windows closed at all times. The board agreed that this was a good idea, keeping in mind that we want to work collaboratively with area businesses while also looking out for the quality-of-life interests of the community.
The City’s Northwest Quadrant Neighborhood Service Center (NSC) Administrator, Ron Penders, reached out to Clare as the new CCA President. He met with her to discuss opportunities for collaboration and is excited to work with the CCA more in the future. Clare shared with the board the minutes that were forwarded to her by Tracy Dwyer, Customer Service Rep at the NW NSC from a Northwest Quadrant Team Meeting held on December 4, 2014 at which Mike Parker attended. Clare will attend the next team meeting on January 29, 2015. These meetings are a great opportunity to network with other neighborhood groups and learn about their best practices. One idea that came out of the December meeting was to establish a tool library for neighborhoods to share resources. (NOTE: The South Wedge has one and it is very successful.)
Clare proposed that we survey the membership as soon as possible to obtain feedback about what expectations they have for this new board. She presented a draft survey that she prepared. With a few minor revisions, this survey can be made available immediately.
Brian feels that the board has an opportunity to improve all operations now because there are more people helping and willing to step up to work on committees. It’s a good time to review all processes and streamline operations.
- The secretary will use the new template for meeting agendas and minutes. Minutes will be distributed electronically to board members within 7 calendar days after a meeting. All board members are expected to respond immediately to meeting The maximum time to have minutes approved is 13 days after a meeting. Minutes of both BOD meetings and General meetings will be approved before the members and then posted. The secretary is responsible to send Fred Amato the authorized (approved) minutes to post on the web.
- A community survey will be made available immediately in hard copy to hand out at the January 5th General It also will be posted in the next few newsletters and on the web at least until March or April. (NOTE: A plan to manage the incoming data needs to be discussed.)
- Pam will use the new agenda and minutes template, distribute minutes in accordance with the decision above, and have copies of unapproved minutes (marked “Unapproved”) available at each General meeting for members to review and ask questions prior to the vote to approve Once minutes are approved, they should be marked “Approved” as authorized by the board and given to Fred Amato to post on the web.
- Sue M. will provide a Treasurer’s Report at every
- Clare will place on the February agenda a presentation by RCSD regarding the closing of Charlotte High She will also ask Fred Amato to post on the web the minutes of RCSD’s November community meeting.
- Clare will attend the Planning Commission’s Public Hearing on January 12thto advocate on behalf of the CCA for conditions to be added to Lakesiders’ permit that will protect the community’s quality of life while supporting the business’ desire to offer new
- Clare will attend the Northwest Quadrant Team Meeting on January 29th.
- Clare will make revisions to the community survey and send to Brian, who will make copies to hand out at the January 5th It also will be posted in the next newsletter and on the web. A plan needs to be put into place to manage the incoming data.
- Sue will ask Bill Brown, videographer, for a quote to take a photo of the new board and to videotape each of the monthly General meetings.
E. Committee Reports: The status of current committee activities is reported as follows by Brian and Sean:
- By-Laws—Chair A new committee was formed after the proposed revision was voted down in the Fall of 2014. Sue M., Sue R. and other community members volunteered to serve. No activity or update is available.
- Finance—Christine is The Audit Committee mentioned earlier is Sean is serving as the sole member
- Membership—Pam is chair. Sue M. has been receiving and logging renewals on a She and Pam will establish a process for reporting membership applications and tracking them in a database so that mailing labels can be made as needed for the newsletter.
- Beautification—Linda Paruta is Sean and his wife, Sarah Gallivan are investigating wreath options for next year. They are looking at items 30” in diameter or larger so that they will be visible up on the light posts. Sean suggests that the CCA get a credit card to make purchases once a quote is obtained and approved. Bill Briggs also serves on this committee. Linda will chair in 2015 and Sean will serve as board liaison. Linda has proposed a budget of $800.
- Nominating—Brian chaired the 2014 committee and served with Julia, Sue M. and Sue R. This committee is now inactive until the 2015 election season.
- Program—Brian is This committee organizes events hosted by CCA (Kite Flight, Lakeside Winter Festival and the Holiday Tree Lighting Ceremony) and provides volunteers for OBPCC events. CCA merchandise is sold as a fundraiser that typically generates $300-400 per event.
- Communications—Christine is Sue R. and other community members signed up in the Fall of 2014, but no activity has happened yet.
- Scholarship—2015 chair Jean Carrozzi chaired in 2014. The committee’s work ended in the Fall of 2014 and is currently inactive.
There are no specifics in the By-Laws to guide committee activity, so Clare created Committee Chairperson Guidelines that she shared with the board. The Guidelines serve to inform chairpersons of the expectations and will ensure that all committees operate with a common structure. The board agreed to use these Guidelines with some revisions. It was strongly felt that community members, not board members, should serve as chairpersons. We want to set the tone that the membership is encouraged and empowered to step into active leadership roles.
Brian suggested we create a template for committees to submit their reports and to request funds. Sue R. offered to do this.
Motion was made by Sue M. and seconded by Patti: To revise the Committee Chairperson Guidelines to state that one community member will be appointed as chair and one board member will be assigned as liaison to the chairperson for each committee. Motion approved 6-0.
Decision: The revised Committee Chairperson Guidelines will be used for all committee activity in 2015. Each committee will have one chairperson appointed from the community membership to take the lead, and one board member will be assigned as liaison to each committee chairperson (but will not serve as a co-chair).
- Sue M. will send membership reports to Pam as applications/payments are received.
- Sean will contact Linda Paruta to write up a charge for the Beautification Committee and provide a list of goals/objectives for 2015.
- Brian will create a committee charge, list of goals/objectives, and a budget proposal for 2015.
- Clare will revise the Committee Chairperson Guidelines and have copies available for handouts at the January 5th General Meeting.
- Sue R. will create a template that can be used for committee reports and funding requests.
A. Appoint 5th Director: According to the By-Laws, the immediate past president can automatically step into the Director seat on the board designated for the Past Brian has been serving in this role during Mike Parker’s term as President. Since Mike did not want to take that seat when his term ended in December, the board can appoint anyone it wishes to fill that 5th Director seat without an election. Brian said he is willing to continue serving on the board as Past President but recognizes that some people do not support the By-Law that gives an automatic seat without an election.
Sue R. and Sue M. stated that Brian was instrumental in leading the CCA to become more inclusive and collaborative when he invited them to serve on the 2014 Nominating Committee. They feel he has served as an important bridge between the CCA board and the CCA members who also belong to the CHARLOTTE Strong community. They feel that Brian’s continued presence on the board will help to stabilize the organization going forward.
Motion was made by Sue R. and seconded by Sue M. to appoint Brian as the 5th Director. Because there was no longer a quorum to vote, the motion was tabled for a vote at the January 5th BOD Meeting.
Action Item: Motion on the table to appoint Brian as the 5th Director must be placed on the January 5th BOD meeting for a vote
B. Status of response from Office of the Mayor re: open letter in newsletter: The CCA board has not received a response from Mayor Lovely Warren regarding the board’s open letter about the Port of Rochester Development Project that was published in the October 2014 CCA Brian said there were no plans for the board to follow up either.
C. Task List, BOD transition plan, Membership and Advertisement Dues: Prior to the former board’s term expiration, Marie Poinan sent a “Task List” to board members of duties she would no longer be performing for the new board. Newly elected board members, including Clare, did not receive this Clare has repeatedly asked at least three members of BOD about transition plans but has received no information to date. Some of the immediate housekeeping items that need to be addressed are:
- CCA telephone land line (865-6101) with voicemail that collects CCA messages needs to be transferred from Mike Parker to Clare. Brian said the CYAA uses a company called “Answering Specialists” that costs $14/month for basic voicemail Messages are transferred via email to one designated person.
- Info@charlottecca.org that receives email messages needs to be transferred from Mike Parker and Marie Poinan to Clare or another designee (Christine?).
- All CCA memberships expired on December 31st. Some members and advertisers have already paid their dues to renew. As stated earlier, Sue M. and Pam are working together on a process to track Many new members joined during the last quarter of 2014 in order to have voting rights in the election. They are likely to be upset that their memberships have already expired. We agreed that the memberships should be valid for one full year.Motion was made by Sue R. and seconded by Sue M.: to change membership expirations to one full year after payment and to prorate the recent membership renewals accordingly. Motion was tabled for a vote at the January 5th meeting when a quorum is present.
- Brian will send Clare the “Task List” document.
- Clare will investigate using “Answering Specialists” voicemail Place on agenda for January 5th meeting to vote on motion to change membership expirations.
- Brian and Christine will find out how to transfer the capability of email message retrieval from Mike and Marie to Clare and/or Christine.
- Motion on the table to change membership expirations must be placed on the January 5th BOD meeting for a vote.
A. Team Exercise and Discussion: Tabled for future BOD meeting.
B. Board of Director’s Manual: Clare handed out binders to each board member that contains tools that will help the board improve operations. Sections and specific documents provided are:
- Certificate of Incorporation (1963)
- By-Laws (2009)
- Mission and Vision Statements (2014)
- Not-for-Profit Corporation Laws of New York State
- Responsibilities of Directors for Not-for-Profit Corporations (NYS Attorney General’s office)
- Internal Controls and Financial Accountability for Not-for-Profit Boards (NYS Attorney General’s office)
- Board Member Documents:
- BOD Roster (with term expiration dates)
- CCA General Meetings 2015 Schedule
- Financial Documents:
- Treasurer’s Report showing 2014 Budget
- Meeting Documents:
- General Meeting Minutes of December 1, 2014 (unapproved)
C. Attorney and CPA: Brian is not aware that the CCA board has hired either one of these professional There have been no payments made in 2014 for these services either. Clare proposes that the board secure an attorney and an accountant to provide indemnification of its board members and ensure that the organization is in compliance with NYS Not-for-Profit Laws. This discussion is tabled for next BOD meeting.
D. Proposed Meetings: The amount of business the board needs to conduct will require a higher level of commitment by every board member. We need to settle on a schedule that will be conducive to getting business Sue M. suggested having 1.5- to 2-hour meetings on Saturdays. Sue R. suggested that having BOD meetings in the hour prior to General meetings is unproductive because there’s not enough time for immersion in any topic and too rushed to make important decisions. Time before General meetings is better spent greeting members and guests with an open door and making personal connections.
Discussion will continue at the next BOD meeting on these topics:
- BOD Meeting to discuss 2015 Budget—Thursday, January 15, Rochester Yacht Club
- Special Meetings of the Board – February& March
- Board meetings vs. General meetings – frequency
E. External communication needs and expectations: These topics need to be addressed immediately and will be discussed further at the next BOD meeting:
- Newsletter/ Editor
- Website / Webmaster
- Membership database
- Email blasts
Sue R. submitted a proposal for what she thinks the Communications Committee should address in 2015. Her proposal includes coverage of all the above topics plus more
F. Standing and Special (Ad Hoc) Committees: We began discussing these topics and need to continue the discussion at the next BOD meeting:
- BOD roles & commitment to liaison at least one committee
- Conflict of Interest policy is required and needs to be established
- Priorities for 2015 include these Standing committees:
As mentioned above, Sue R. has submitted a proposal for the Communications committee. Clare has also shared her proposal for the Safety/Security committee. Clare and Sue R. have worked together on a proposal for the Planning/Zoning committee as a starting point. Sean will ask Linda Paruta for a proposal for the Beautification committee. Proposed descriptions of these committees need to be developed and approved quickly so that they can be distributed to community chairpersons and board liaisons. Sue R. suggested using the template she created so that all committee descriptions will be consistently formatted.
Brian suggests creating a “best-case scenario” of what we want the committees to accomplish. He believes that if we challenge the members and are sincere about doing things differently, they will want to participate. He suggests we need to tap into the “other group.” We need to have a consistent message appealing for committee volunteers and asking members how they want to contribute.
- President’s Charge for Special Committee(s): Clare shared a proposal for the following committee:
- Not-for-Profit Status – Includes examination of by-laws, finance, membership
Brian believes that the proposed timeline to complete the charge by May 2015 is reasonable.
Upcoming Events and Meetings:
- Saturday, February 7th—Lakeside Winter Celebration planning
üü Volunteer recruitment
üü Board participation
- Invite Landmark Society & RRCDC to provide presentation(s) to members
- January 5 CCA Board Meeting & General Meeting
- January 15 Fair Housing Forum
- January 22 NW Quadrant meeting re:LaBella five-year plan
- February 2 CCA meeting — RCSD Superintendent Bolgen Vargas
- February 7-8 Lakeside Winter Celebration
- March 2 CCA meeting — Pathways to Peace presentation (pending)
Meeting adjourned at 2:25 pm.
Minutes submitted by Sue Roethel on January 4, 2015. Approved by Board of Directors on January 9, 2015.