BOARD OF DIRECTORS MEETING
Tuesday, March 4, 2008
4:00 PM
Present: Chair:
Staff: Cynthia van Zelm
1.
Call to
Order
2.
There
were no comments from the public.
3.
Approval of
Minutes
Betsy
Paterson made a motion to approve the minutes.
Bruce Clouette seconded the motion.
The minutes were approved unanimously.
4. Viewing
of
Cynthia
van Zelm introduced the Storrs Center DVD, noting that it was a collaboration
between the Partnership and the University of Connecticut School of Fine
Arts. The students in the
Ms.
van Zelm said the DVD has been shown thus far to the Town Council, the
Town/Gown Committee and the Partnership Advertising and Promotion Committee.
Dean
David Woods has offered to make hard copies of the DVD and they will be
distributed to such places as University Publications, the Mansfield Public
Library, and the Mansfield Historical Society.
Dean
Woods has also offered to host a link to the DVD which can be accessed through
the Partnership/Town website.
The
Board viewed the DVD.
On
a separate note, Mr. Lodewick indicated that President Hogan had said he could
speak at the Partnership’s Annual Meeting, and would serve on the proposed
Board of Advisors.
5. Director’s Report
Ms. van
Zelm said that she submitted two grants on behalf of the Town – one was to the
State Small Town Economic Assistance Grant program for $500,000 for
infrastructure for the town square. The
other request is through the federal appropriations process for $3.8 million
for additional infrastructure related to the interior streets of the project.
Ms. van
Zelm said the Partnership has also submitted an application to the CT Main
Street program for its Community Consensus-Building award.
Ms. van
Zelm said that Partnership Board member and Town Manager Matt Hart had sent a
letter to Ms. van Zelm requesting a written report and presentation to the Town
Council on the status of the project and what public funding sources are needed
(letter was in Board packet). She has started to work on the report and
presentation with LeylandAlliance.
Mr. Hart
explained that he had initiated a conversation with the Town Council on the Dog
Lane-1 building. In order for the
Council to make a decision on potential assistance for that building, the
Council needed a comprehensive view of all public funding. Mr. Hart asked the Partnership for a status
report, in particular, on the parking garages,
Mr.
Callahan said that he, Ms. van Zelm, Mr. Hart, and Board member
Mr.
Callahan said the Partnership will need to put resources together to assist
with reviewing some of
Mr. McNabb
asked for models of towns that have created a downtown where none exists. Ms. van Zelm said there are not too many
great models (there are models of good
college towns but not ones that are being created). Ms. Paterson said that none of the towns or
cities she has worked with as part of her role with the National League of
Cities have taken on a new downtown project such as
Mr.
Callahan said an important piece of the revisions to the development agreement
between the Partnership and Leyland, and any bilateral agreements Leyland has
with the Town or University, will be to establish triggers before commitments
are made by any of the parties.
6. Review and Approval of Bylaws Changes
Mr.
Clouette made a motion to approve the recommended Bylaws changes. Mr. Hart seconded the motion. The Bylaws changes were approved unanimously
and will be recommended to the Partnership membership for approval at the
Board’s annual meeting in June. The
Bylaws changes are noted below.
Bylaws Article III, Sec
7. Cancellation of Membership. Failure to pay dues within thirty days
following receipt of a written notice that sixty days have passed since dues
were payable, will result in cancellation of membership. Reinstatement of
canceled membership shall require reapplication and submission of past unpaid
and present annual dues.
Bylaws Article VI, Section
1. Executive Committee.
(a)
Composition. There shall be an Executive
Committee of the Board of Directors, the membership of which shall not exceed sixeight in number and shall consist. Five
of the members of the Executive
Committee shall be the Partnership’s President, the Vice President, the Treasurer, the and Secretary,
and the Chair of the
Finance and Administration Committee, andex officio.
If the Mayor of the Town of Mansfield is not one otherof the five ex
officio members of the Executive Committee, the Mayor shall be entitled to
appoint one member of
the Executive Committee (who may be the Mayor himself or herself) to serve at
the pleasure of the Mayor. If the
Provost of the University of Connecticut is not one of the five ex officio members of the Executive
Committee, the Provost shall be entitled to appoint one member of the Executive
Committee (who may be the Provost himself or herself) to serve at the pleasure
of the Provost. There shall be one
member-at-large, who shall be nominated by the President and
approved by the Board of Directors. If at any time the foregoing provisions
of this section do not fill all eight seats on the Executive Committee, any
vacancy shall be filled by the Board of Directors.
(b)
Powers. During
the intervals between meetings of the Board of Directors, the Executive
Committee shall possess and may exercise all the powers of the Board of
Directors, other than the power to add to, amend or repeal these Bylaws or any
other powers withheld from the Executive Committee by specific resolution of
the Board of Directors; provided, however, that no action of the Executive
Committee shall be effective if disapproved by the Board of Directors. The Executive Committee shall have power to fill any vacancy in its own number,
but any Director so chosen shall serve as a member of the Executive Committee
only until the next meeting of the Board of Directors. The Executive Committee may
fixestablish its own rules of
procedure, but shall meet at the request of the President or any three other members of the
Executive Committee.
(c)
Quorum; voting. At every meeting of the Executive Committee, the presence of
not less than threefive of theits members of the Executive Committee shall be
necessary and sufficient to
constitute a quorum for the transaction of business. All matters coming before the Executive
Committee shall be decided by the affirmative vote of a majority of Executive
Committee members present (including by telephone as provided in Article V,
Sec. 12). The Executive Committee shall have power to
fill any vacancy in its own number, but any Director so chosen shall serve as a
member of the Executive Committee only until the next meeting of the Board of
Directors.
EXHIBIT
A
MANSFIELD
DOWNTOWN PARTNERSHIP, INC.
CONFLICT
OF INTEREST POLICY
A
conflict of interest may exist if a Board member of the Partnership, or a
member of his/her immediate family, has a relationship with another person who, or organization
which, does or seeks
to do business with the Partnership as a vendor, grant recipient, or otherwise; or who or which reasonably could
benefit in a way different from
general public benefit from a decision of, or from an action taken
by, the Partnership.
In
order that Board decisions in such instances shall be the product only of Board
members who are able to meet their unqualified duty to the Partnership, the
following procedure shall be followed:
1. The involved Board member, immediately
upon identifying a possible conflict or having the same called to his/her attention,
shall disclose the same to the Board or the committee of the Board having
responsibility for making the decision or recommendation in the particular
matter;
2. Unless the remaining Board or committee
members shall unanimously determine that a conflict of interest does not exist,
the involved Board member shall avoid any attempt to influence other Board
members or Partnership employees, directly or indirectly, pro or con, with
regard to the matter and shall absent himself/herself from that portion of any
meeting held to discuss and/or vote on such matter.
3. As part of its decision to enter into
any matter involving a relationship to which the Partnership is a party, the
Board or committee shall be required to find that the relationship is fair as
to the Partnership. A relationship shall
be presumed to be fair if it is made in the ordinary course of business at
standard prices, or its terms are no less favorable to the Partnership than
those offered by the person or organization to third parties.
On
an annual basis, Board members shall disclose all business activities that may
be in conflict with the Partnership’s purpose.
A
failure to comply with the above policy shall be grounds for removal from
office.
7. Report
from Committees
Business Development and Retention
Ms. van Zelm reported that she will be meeting with
Business Development and Retention Committee Chair Mike Gergler regarding
updating the Committee on the progress with the
Festival on the Green
Ms. Paterson said the Festival Committee had a good
meeting on Monday. She said the largest
concern is raising money in a tough economic time. She said the Committee will be working on
different benefits for sponsors.
Ms. Jones said the Committee is also looking at ways
to save money.
Finance and Administration
Mr. Callahan said the Finance and Administration
Committee met last week and discussed
Membership Development
Ms. van Zelm reported, on behalf of Committee chair
Betsy Treiber, that current paid membership is 331 with $16,960 in dues. There are 94 outstanding renewals. Ms. van Zelm said the Committee is meeting
this Monday.
Nominating
Mr. Lodewick said that Mr. Callahan, Mr. Hart, and
Mr. Bacon’s terms are ending but they can be re-appointed. All three are interested in serving again and
they will be considered by their appointing agencies. The Town Council has recommended Mr. Hart to
serve another three years. He said Dean
Woods is the only elected member who would need to be voted on by the
membership at the Annual Meeting.
Mr. Lodewick said that the officers had agreed to
continue to serve.
Planning and Design
Steve Bacon said the Planning and Design Committee
would be meeting on March 18 to review the latest draft of sustainability
guidelines.
8. Executive
Session – Personnel
Mr. Callahan made a motion
to go into Executive Session to discuss Ms. van Zelm’s annual evaluation. Ms. Paterson seconded the motion. The motion was approved unanimously. The Board entered Executive Session.
The Board approved coming
out of Executive Session.
Mr. Hart made a motion to
approve a 3 percent salary increase and a $1,000 bonus for Ms. van Zelm. Ms. Paterson seconded the motion. The motion was approved unanimously.
9. Adjourn
Ms. Jones made a motion to adjourn. Mr. Clouette seconded the motion. The motion was approved unanimously. The meeting adjourned at 6:00 pm.
Meeting
notes taken by Cynthia van Zelm.