Agenda: July 30th Board of Directors Meeting

BOARD OF DIRECTORS ANNUAL MEETING
New Location: HCBF’s New Offices
302 W. 5th Street, Suite 300, San Pedro, CA 90731
Thursday, July 30th, 2015, 10:00 A.M.

BOARD MEMBERS:

Sean Hecht, Chair; Michele Prichard, Vice Chair; Jesse Marquez, Secretary; Dr. Silvia Prieto, Treasurer; Peter Peyton, Director; David Sloane, Director, and Kathleen Woodfield, Director

HCBF: Ben Schirmer, Executive Director
LEGAL COUNSEL: Michael Jenkins, Jenkins & Hogin LLP

AGENDA

ITEM A. PUBLIC COMMENT ON NON-AGENDA ITEMS

ITEM B. EXECUTIVE DIRECTOR REMARKS

  • Update on China Shipping Settlement
  • Review of Operations Cost Savings, Process Changes
  • Recap of Grantee Community Garden Opening

ITEM C. BOARD MEMBER REMARKS

ITEM D. GUEST PRESENTATIONS – NONE ANTICIPATED

CONSENT ITEMS

ITEM 1. REVIEW AND APPROVE MINUTES OF HCBF BOARD MEETING DATED May 28, 2015

Recommendation to Board: Approval of the minutes of the HCBF Board meeting dated May 28, 2015.

REGULAR ITEM

ITEM 2. BOARD OF DIRECTORS ELECTION (ANNUAL MEETING ITEM)

SUMMARY:
In accordance with the bylaws, the seven-member Board shall hold an annual meeting, to include “the appointment or election of Directors, appointment of Officers, review of the annual budget and transaction of other business”.

On May 31, 2011, the HCBF Board of Directors convened for the first time. Board members are limited to three terms. In 2013, four founding Directors (Director A, Jesse Marquez; Director B, Kathleen Woodfield; Director C, Peter Peyton; and Director D, Michele Prichard) were re-elected to a second two-year term, concluding in May 2015. Additionally, the third and final term of founding Director F, Silvia Prieto, expired in May 2015. Under HCBF’s bylaws, appointments and reappointments to all the currently-expiring Board member seats require selection, nomination, and/or other approval by outside entities.

Peter Peyton has expressed his intent no longer to serve as a Director; Council District 15 has nominated David Thornburg to replace him as Director C, pursuant to Bylaw 7.1.2.

Under Bylaw 7.3, a Director serves “until the appointment or election and qualification of a successor.” Thus, all current directors continue to serve continuously until their term is renewed or a successor is elected or appointed.

Recommendations to Board:

  1. Board shall consider and vote on the nomination or renewal of Director seats A and B for a term of no more than two years, if the prerequisites for such a vote are met by the time of the Board meeting;
  2. Board shall consider and vote on the selection by Council District 15 of David Thornburg for Director seat C;

The Board should defer action on nomination or renewal of Director seats D and F until such time as the prerequisites for Board action are met.

ITEM 3. OFFICER ELECTION (ANNUAL MEETING ITEM)

SUMMARY: In accordance with the bylaws, the seven-member Board shall hold an annual meeting, to include “the appointment or election of Directors, appointment of Officers, review of the annual budget and transaction of other business”.

Officers serve for renewable one-year terms. HCBF’s Bylaws have been updated, and approved by BOHC, to eliminate a prior four-year term limit for Officers. HCBF, at this annual meeting, should elect or re-elect its officers.

Recommendations to Board:

Board shall consider and vote on nominations of Officers (Chair/President; Vice President [Vice Chair]; Secretary; and Treasurer) for a one-year term concluding on or about May 31, 2016.

ITEM 4. LEASE RATIFICATION

Summary: HCBF’s previous office space lease recently expired. Subsequent to the expiration, the organization had been paying 150% of its former rent month to month.  Lease renewal was not possible on sufficiently favorable terms and conditions, leaving the organization potentially vulnerable to instability or eviction. The Executive Director, in consultation with the Board Chair, investigated other office space options, and negotiated and executed a new lease nearby for comparable space that is less expensive and more stable. Key terms of the new lease include a lease term of three years in the amount of $1237 per month. The new location address is 302 W. 5th Street, Suite 300, San Pedro, CA 90731. The Board is requested to ratify the decision.

Recommendations to Board:

Ratify the decision to enter into the new office space lease.

ITEM 5. UPDATE ON OFF-PORT LAND USE IMPACT STUDY

Summary: HCBF and Raimi + Associates held a kick-off meeting to begin the off-port land use impact study. Staff will provide an update on the status of the study and upcoming deliverables.

Recommendations to Board:
None.

ITEM 6. REVIEW OF EXISTING PROGRAMS AND HCBF FINANCES (ANNUAL MEETING ITEM)

Summary: In light of the transition to a new Executive Director and the need to plan for HCBF’s programmatic and financial future, the Executive Director and the Board Chair will lead the Board in a discussion of HCBF’s work, including financial condition, funding priorities and constraints, and substantive programmatic priorities.

Recommendations to Board:

Take any appropriate action in light of the discussion, including but not limited to designation of new subcommittees to focus on programmatic and related financial issues.

7. MEETING ADJOURNMENT
Next Meeting:

Friday, August 21, 2015

PUBLIC BOARD MEETINGS:

Public Input: An opportunity for the public to address the Board on Agenda items or other items germane to the business of the Board will be provided before or during consideration of the item.   Members of the public who wish to speak on any item are requested to complete a speaker card for each item they wish to address, and present the completed card(s) to the Staff. A speaker will be limited to (3) minutes to speak on public interest items.

Agendas: Agendas contain a brief description items to be considered. Where Staff recommendations are made, please note that the Board may exercise its discretion to take action on any action item, up to and including final approval.
Quorum: 4 members of the Board constitute a quorum for the transaction of business. Consent items may be approved without discussion.

Regular Meetings: The Board shall meet regularly, typically on a monthly basis (times and locations To Be Determined). Agenda is subject to revision in accordance with the Brown Act. Agendas will be available in hard copy at the meeting.

Harbor Community Benefit Foundation does not discriminate on the basis of disability and, upon request, will provide reasonable accommodation to ensure equal access to its programs, services, and activities. Sign language interpreters, assistive listening devices, and translation services may be provided. If you require special assistance to participate in this meeting, you must submit your request in writing to the above address at least one week prior to the meeting.

HCBF can be contacted at (310) 997-7116. www.hcbf.org or info@hcbf.org