Board Meeting Minutes - September, 2023

The Directors named in the Articles of Incorporation of the above named corporations, constituting the Board of Directors of said corporation, unanimously adopt the following resolutions at the September meeting of Directors at the time, on the day and at the place set forth as follows:

          TIME:                           4 :00 – 5 :30PM

          DATE:                          September 7th, 2023

          PLACE:            Microsoft Teams meeting

Meeting ID:  288 309 852 999
Passcode: NDv99Z

 There following meeting attendance record for the corporation's directors:

VLPNF-PRESENT:  KERMIT FERRER, PATSY MARINO, JOE VASSALLO, STEVE KING, BYRON HANCOCK

OTHER PRESENT:  GUSTAV SWANSON

VLPNF-ABSENT:  KEVIN COMER

NO LONGER BOD:  VINCE TAVANI (moved out of VLP)

A Quorum was declared for both VLPNF Board meeting session. 

AGENDA

  •  August BOD Meeting Minutes Approval and Follow-Up (Meeting Minutes sent earlier)

  • SGMM Meeting Minutes Approval and Follow-Up (Meeting Minutes sent earlier)

    • Critical that these are carefully reviewed to ensure proper documentation of events

  • Vote on New VLPNF BOD

  • VLPNO Dissolution  

    • Review next steps in recording with ONE-PS, State/Federal, Cancelling of Insurance, etc.

  • Website Updates

  • Modernism Week Update & Set-up of separate calls

  • Sponsorship Committee Update

  • Membership Committee Update

  • Endowment Committee Update

  • Treasury and Accounting Firm Update

  • Schedule October BOD

                                                                                                                                                        

August BOD MEETING MINUTES

The BOD reviewed and unanimously approved the August BOD meeting minutes.  Kermit to post these to the website.

SGMM (Special General Membership Meeting) MEETING MINUTES

The BOD reviewed and unanimously approved the August 26th SGMM meeting minutes.  Kermit to post these to the website.

VOTE ON VLPNF BOD

The VLPNO was officially been dissolved as of August 26, 2023.  A new VLPNF Board of Directors must be named.  As Chair of the VLPNF, Kermit put forward the following:

 o   Chair:  Kermit Ferrer

o   Vice-Chair:  Patsy Marino

o   Secretary:  Joe Vassallo

o   Treasurer:  OPEN

o   Member-At-Large:  Byron Hancock

o   Member-At-Large:  Steve King

o   Advisor to the Board:  Gustav Swanson

o   There is still an OPEN Treasurer position.  Need to recruit ASAP. 

 

  • The Board unanimously approved the Board as presented above.

  • There is still an OPEN Treasurer position.

  • Additionally Kermit went through the upcoming election of BOD members for the 2024-2025 term. 

    • Currently, Kermit, Kevin and Joe’s positions will be up for re-election. 

    • Joe said he would run again.

    • Kevin is unknown.

    • Kermit said he wasn’t planning on running.  He might consider running if there’s a strong board fulfilling their assigned roles. 

    • Byron said we need to find a strong BOD.

    • Joe mentioned Leda Potente as a potential add as Secretary.  He was going to reach out to her to see if she’s interested.  Kermit suggested inviting her to a future BOD meeting as a guest.

    • Byron mentioned Gerry Gottlieb’s husband as a potential for Treasurer.  He is going to look into his availability and interest.

VLPNO DISSOLUTION NEXT STEPS

Now that the VLPNO is dissolved, Kermit stated that we clearly have to complete all the proper steps to dissolve the corporation.  He highlighted the following as those that first came to mind.  He is looking for input from all BOD to ensure that we’re clean in the disbanding of the VLPNO.

  • Close Chase Account

  • Close Quickbooks

  • Archive VLPNO By-Laws

  • Notify ONE-PS

  • Termination with State of California

  • Termination with Federal

  • 2023 Tax Filing (FINAL)

  • Cancellation of Liability and D&O Insurance with State Farm

 Kermit to send email with assignments to each of these tasks.

VLPNF WEBSITE

Kermit and Christie had a training session on Squarespace.  Kermit has assumed responsibility for all website updates as we gear up to launch the VLPNF with a Fall email to the membership.  NOTE:  BOD agreed to keep the same logo and website and just make edits with VLPNF:

  • VLPNF naming throughout

  • VLPNF mission statement

  • New VLPNF Board of Directors

  • VLPNF By-Laws (archiving VLPNO By-Laws)

  • All BOD and SGMM meeting minutes and SGMM presentation

MODERNISM WEEK 2024 VLP TOUR

·       As mentioned during the SGMM, we are lock and loaded for MW2024 VLP Tour.

·       We have a new team member, Bryan Beak, new neighbor at One Las Palmas who has agreed to take on responsibility for Docents:  Docent & Home Owner Training, Coordination, Assignments, etc.

·       Project Team kick-off call scheduled for September 21st.

MEMBERSHIPS

·       Byron is following up Peter East to establish next steps.

·       This must be done expeditiously to help us begin Membership Drive in October for 2024 memberships.

ENDOWMENT COMMITTEE

It was suggested that we donate money to a charity supporting the victims in local communities affected by Hurricane Hillary.  Joe inquired as to how much money we had in the budget this year to donate.  Given that we don’t have a treasurer, Kermit asked that Joe send an email making such inquiry to Kermit and we could have Kevin look into it with Christy.

SOCIAL UPDATE

 VLP held a fun and well attended Summer Social on Tuesday, September 5th at Sammy G’s Tuscan Grill.  Attendance = ~30 members.  Final cost = $672.  Reimbursement due to Kermit.

OCTOBER BOD

 BOD agreed to hold October BOD meeting on October 5th, 2023 (The 1st Thursday of the month).  Kermit to send out invite.

ADJOURNMENT

There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, the meeting was adjourned.

Chair

 

                                                                                    ________________________________

                                                                                    KERMIT FERRER

Attest:

  

______________________________

JOE VASSALLO

Secretary