Board Meeting Minutes – December

Call to Order

• December 11th @ 6:08 pm
• In Attendance: Brian, Gary, John, Karin, Tracey, Linda, Anita, Kallie
• Bryan Thomas, Sue Glaze, and Curtis Smelker were unable to attend

Additions to or deletions from the agenda

• Gary Green – Add question about procedure regarding agenda item #8 “MOU for office space ready for signature”

Conflicts of interest

• Linda Kinzli – Conflict regarding agenda item #8 “MOU for office space ready for signature.” Linda is the owner of the building Main Streets is currently renting and running out of.
• Brian and Linda – On the Chamber Board and will abstain from a vote on agenda items #9 “MOU with Chamber regarding membership.”

Introduction of Guest

• Michelle Vance – Town of Wellington Economic Development Office

1. Consent Agenda (seeking motion to approve)

• Approval of Minutes from last meeting (October, 2019) (attached)
• Financial Report – November reports (attached)
• Committee reports and Director’s report (see attached)
• Karin made motion to approve agenda; seconded by Tracey Jensen; motion passed unanimously

2. Welcome new/returning board members

• Member terms will be added to all future agendas for record keeping purposes
• Tracy Jensen (3 year term 2020-2023) returning
• John Jerome (3 year term 2020-2023) returning
• Anita Hardy (3 year term 2020-2023) replacing Linda Kinzli

3. Board Retreat Date Set: January 6^th 12:00-4:00pm

• Gayle with DOLA asked if we would also be interested in a Vision, Mission, Strategic Planning workshop. The Board would like to wait and see how much is accomplished at the Board Retreat with Sherryl Trent in January before scheduling additional training with DOLA.

4. Appoint Executive Board Positions for 2020

• Treasurer – Brian Graves makes a motion to retain Bryan Thomas as Treasurer; motion passed unanimously
• Secretary – Brian Graves make a motion to retain Sue Graves as Secretary; motion passed unanimously
• Vice President – Brian Graves makes a motion to retain Gary Green as Vice President, motion passed unanimousl
• President – Tracey Jenson nominates Anita Hardy as Board President, Gary seconds the nomination, Brian Graves makes a motion to appoint Anita Hardy as Board President, motion passed unanimously

5. Comprehensive Plan Steering Committee & Civic Engagement: Request for members

• Cody Bird, Town Planner for the Town of Wellington, has asked for one interested party from the Main Streets Board to participate in the Town’s Comprehensive Plan Steering Committee.
• Tracey Jensen volunteers to participate in the steering committee and report to the Main Streets Board on relevant items at the upcoming Board meetings.
• Action Item: Kallie will reach out to Cody and connect him with Tracey for further communication

6. By-Laws (need a committee to revise)

• Anita Hardy, Brian Graves, and Gary Green have volunteered to be the committee to revise our current by-laws and determine possible solutions to appointing Board members.
  • How to select Board Members without membership
• Action Item: The Committee will bring ideas before the Board at our next Board meeting.

7. MS Program Area

• Gary makes a motion to approve the new proposed Main Streets boundaries; Tracey Jensen seconds; motion passed unanimously
• Action Item: The Board has asked that Kallie and the Promotions Committee look for ways to engage the residents in our program area and inform them of the change in boundaries and how it may or may not affect them. Possible solutions are a mailer or using the Front Porch Friday Happy Hour event in January.
• Action Item: Kallie will inform the Town and DOLA about the change

8. MOU for office space ready for signature

• The Board of Trustees voted on 12/10 to sign the MOU for the office space
• Gary Green raised a question regarding email voting as it pertains to our bylaws and whether it has been done in the past. Brian Graves said it has been done in the past.

Bylaws Note: Section 5. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board consent thereto in writing, setting forth the action so taken, and the writing or writings are filed with the minutes of the proceedings. Email communications are permitted as a valid form of writing for such purposes. The Program Secretary shall maintain appropriate archival records of these writings. Such consent shall have the same force and effect as a unanimous vote of the Board.

• Action Item: Brian, Gary and Anita will discuss the procedure regarding email voting as a part of the Bylaws Committee and refine the procedure for those votes.

9. MOU Chamber regarding membership

• Gary Green would like it noted that the Town’s agreement with the Chamber is only for the $10,000 Business Education Program with the SBDC and does not include the Chamber networking event, educational breakfast, Women of Wellington, or any other Chamber of Commerce function.
• Gary makes a motion to approve the MOU, Tracey Jenson seconds the motion; Brian and Linda abstain from the vote, Bryan Thomas votes yes via proxy vote, John Jerome votes no, motion passed.

10. DDA Consultant request

• The Town Trustees requested that Main Streets reach out to DOLA to fund a consultant to establish a DDA.
• Kallie and Brian had a conference call with Gayle Langley at DOLA to discuss the funding availability. Until the start of the next fiscal year (July 2020), DOLA has limited funds available to hire a consultant for Wellington to establish a DDA when there is no current agreement with the Town on how this might impact the Main Street Program. Gayle gave the Main Street Board some next steps to pass along to the Town regarding the DDA and consultant funds that are available through our regional program.
• Action Item: Kallie will reach out to Gayle and DOLA to get an email stating their funding availability and suggestions for the Town that can be passed along to Ed and the Town Trustees.

11. Other (3 minutes each)
12. Adjourn

Brian moves to adjourn meeting @ 7:15pm

The board may call an executive session if needed to discuss personnel or other private matters.

Next Meeting: Board Retreat on Monday, January 6^th, 2020; Main Streets Conference Room.