MANSFIELD DOWNTOWN PARTNERSHIP
NOMINATING COMMITTEE
Mansfield Downtown Partnership Offices
Tuesday, March 3, 2009
3:00 PM
MINUTES
Present: Chair Philip Lodewick (by phone), Steve Bacon, Honey Birkenruth, Thomas Callahan, Steve Rogers, Betsy Treiber
Staff: Cynthia van Zelm, Lee Cole-Chu
1. Call to Order
Steve Bacon chaired the meeting and called it to order at 3:02 pm.
2. Approval of Minutes from February 3, 2009
Betsy Treiber made a motion to approve the minutes from February 3, 2009. Honey Birkenruth seconded the motion. The minutes were approved unanimously.
3. Review and Approval of Recommended Bylaws Changes
Mr. Bacon said that he had exchanged e-mails with Partnership attorney Lee Cole-Chu regarding the Bylaws changes that the Committee had proposed. Mr. Cole-Chu also recommended doing away with term limits for appointed Board members.
Mr. Bacon said a significant change is the addition of a UConn student representative. He said the Committee and Board had discussed a two year term but Mr. Cole-Chu recommended a one year term to give more flexibility. The change proposed includes the Board making the final decision on the appointment of which student, after an application process.
Mr. Cole-Chu said he recommended only keeping term limits for elected Board members, as it seems only fair to allow the University, Town Council, and Mansfield Business and Professional Association to keep people on the Board that continue to represent their interests well.
Mr. Bacon said the other proposed change is for the UConn ex-officio representative to be the President or his designee, replacing the Provost.
The Committee made two additional editing changes as noted below. Ms. Treiber made a motion to recommend the suggested changes to the full Board. Ms. Birkenruth seconded the motion. The motion was approved unanimously.
Article V BOARD OF DIRECTORS
Section 2. Number of
Directors. The Board of Directors of the Partnership shall consist of up to
nineteen members as described in this section. Three Directors shall be
appointed by the President of the University of Connecticut. Three Directors
shall be appointed by the Town Council of Mansfield, Connecticut. Three
Directors shall be appointed by the Mansfield Business and Professional
Association. Three Directors shall be, ex-officio with full voting
powers, the Mayor of the Town of Mansfield (or the Mayor’s designee); the
President of the University of Connecticut (or the President’s designee in
addition to the President’s appointed Directors); and the Chairperson of the
Mansfield Business and Professional Association Executive Committee. Six
Directors shall be elected by the Partnership’s members. One Director shall be
a registered an enrolled student at the University of Connecticut Storrs campus (undergraduate or graduate, full-time or part-time) nominated by the
Nominating Committee (see Article VI, Sec. 3) and appointed by the Board of
Directors. The Partnership may, by amendment to these bylaws, either increase
or decrease the number of Directors.
Section 4. Term of Office.
Each Director’s term shall be three years, except that ex officio
Directors’ terms shall only end when they leave their respective offices and
the term of the University of Connecticut student Director shall be one year
from the date of appointment by the Board of Directors pursuant to Section 2 of
this Article V. Except With the exception of ex officio
Directors and the University of Connecticut student Director, Directors’ terms
of office shall be staggered so that one third of the terms expire each year.
In addition to any shorter terms, no Director elected by the members may serve
more than two consecutive three-year terms.
Article VI COMMITTEES
Section 1. Executive Committee.
(a) Composition. There shall be an Executive Committee of the Board of Directors, the membership of which shall not exceed eight in number. Five of the members of the Executive Committee shall be the Partnership’s President, Vice President, Treasurer and Secretary, and the Chair of the Finance and Administration Committee, ex officio. If the Mayor of the Town of Mansfield is not one of 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 President of the University of Connecticut is not one of the five ex officio members of the Executive Committee, the President shall be entitled to appoint one member of the Executive Committee (who may be the President himself or herself) to serve at the pleasure of the President. 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.
Section 3. Nominating Committee. There shall be a Nominating Committee consisting of a Chairperson and at least two other members appointed by the President with the approval of the Board of Directors. The Nominating Committee shall nominate candidates for Directors to be appointed by the Board pursuant to Article V, Sections 2 (student Director) or 8 (filling vacancies) and elected by the members pursuant to Article V, Section 2. A list of the Nominating Committee’s nominees shall be provided to the membership along with the notice of the Annual Meeting. Other nominations for Director may be made at the time of the election of Directors at the Annual Meeting. The Nominating Committee’s duties shall include the following, and such other duties as may be assigned to it by the Board of Directors: … [rest of section unchanged].
4. Adjourn
The Committee set the next meeting date for April 7 at 3 pm. Ms. Treiber made a motion to adjourn. Ms. Birkenruth seconded the motion. The motion was approved unanimously. The meeting adjourned at 3:24 pm.
Minutes taken by Cynthia van Zelm