Board Meeting Minutes - July, 2023

MINUTES OF JULY MEETING OF BOARD OF DIRECTORS OF

 VISTA LAS PALMAS NEIGHBORS FOUNDATION

and

VISTA LAS PALMAS NEIGHBORHOOD ORGANIZATION

______________________________________________________________________________

             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 July meeting of Directors at the time, on the day and at the place set forth as follows:

          TIME:              4 :30 – 6 :00PM

DATE:             July 7th, 2023

          DATE:             July 7th, 2023

          PLACE:            707 W Stevens Rd, Palm Springs, CA (Home of Byron Hancock & Len Handeland)

                                 and

                                Microsoft Teams meeting Meeting ID:  287 815 697 011 Passcode: oQG4Zs

 

The following meeting attendance record for each corporation's directors:

VLPNO-PRESENT: GUSTAV SWANSON, BYRON HANCOCK and STEVE KING.

VLPNF-ABSENT:  PATSY MARINO, STEVE ORR 

VLPNF-PRESENT:  KERMIT FERRER, JOE VASSALLO, KEVIN COMER, BYRON HANCOCK

VLPNO-ABSENT:  PATSY MARINO, VINCE TAVANI

A Quorum was declared for both VLPNF and VLPNO Board meeting sessions. 

                                                              

                                                                      BYLAWS

VLPNF:  The Board unanimously approved the amendment of the Dissolution Language in the VLPNF By-Laws as follows:

 Article 5 Dedication of Assets for VLPNF

Section 5.2: Distribution of Assets Upon Dissolution

Dissolution of the Corporation shall only happen upon the unanimous vote of the Board of Directors. Upon the dissolution or winding up of the Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Corporation shall be distributed either to (1) a successor entity or (2) to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purpose, which has established its tax exempt status under Section 501(c)(3) of the Code, and operates in accordance with the VLPNF’s mission statement.

VLPNO:  The Board unanimously approved the addition of Dissolution Language to the  VLPNO By-Laws as follows:

 

(NOTE:  The existing VLPNO By-Laws approved at the 2019 AGMM Meeting didn’t include Dissolution Language.)

 Article XIII Amendments; Governing Law; Fiscal Year

New Section 4:  Distribution of Assets Upon Dissolution

 Dissolution of the Vista Las Palmas Neighborhood Organization shall only happen upon the unanimous vote of the Board of Directors and subsequent approval by a majority vote of Members of the Vista Las Palmas Neighborhood Organization present at an Annual or Special Membership Meeting.  Notice of proposed changes approved by the Board shall be given in accordance with Article X Section 3 above prior to any meeting at which action is to be taken on those changes.  Upon the dissolution or winding up of the Vista Las Palmas Neighborhood Organization, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Vista Las Palmas Neighborhood Organization shall be distributed either to (1) a successor entity or (2) to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes, which has established its tax exempt status under Section 501(c)(3) of the Code, and operates in accordance with the VLPNO’s mission statement.

VLPNO:  A motion was made and seconded to present the addition of the Board approved Dissolution Language at the Special General Membership Meeting (SGMM) to be scheduled on August 12, 2023.

 

(Note:  Article XIII - Amendments; Governing Law; Fiscal Year

These Bylaws may be altered, amended, replaced or repealed by a motion to that effect being approved by a majority vote of the Directors and subsequent approval by a majority vote of Members of the Vista Las Palmas Neighborhood Organization present at an Annual or Special Membership Meeting.  Notice of proposed changes approved by the Board shall be given in accordance with Article X Section 3 above prior to any meeting at which action is to be taken on those changes.  Any proposed change to the Bylaws must be submitted in writing to the Secretary at least 30 days prior to the Annual or Special General Membership Meeting.

TREASURY

  • No Treasury Report for June

  • With the exit of Christie McMillian from the neighborhood and hence from the VLPNO/VLPNF Board, Kevin Comer agreed to assume temporary Treasury responsibilities.

  • No response from Accountant Andrey Shishmakov, Vineyard CPA in PD, engaged by Christie and Kermit.  BOD agreed not to pursue. 

Accounting:  Thomas E. Vineyard & Associates 72650 Fred Waring Dr., Ste 201 Palm Desert, CA 92260

T: (760) 346-9729 | F: (760) 340-3384

  • Bean Counter accounting in PS was brought up.  Joe Vassallo said that he’d interviewed them and they were seriously considered for his organization before bringing it in house. 

  • Joe to make introduction to Bean Counter and Kevin Comer to follow-up. 

  • VLPNO & VLPNF are in need of professional bookkeeping and tax service to include FTB and IRS filings.

 OTHER MATTERS

 MEMBERSHIPS

  • Joe and Byron are heading the membership drive committee. 

  • Byron reported that his assistant had entered all VLP addresses with current home owner and tax address into excel spreadsheet.  He was looking for the spreadsheet that contains all VLP members past and present with corresponding street address and email.  Kermit to send to Byron.

  • Kermit mentioned that he had contact information for the person that manages the OLP membership database, renewals, etc. Peter East.  BOD agreed for Kermit to make contact with Peter and schedule a meeting to discuss possibly using his services. 

PACASO & COHANA

Kevin updated the group on our visit to the COHANA open house.  Cohana’s fractional home ownership is well laid out and works within the confines and legal boundaries.

 ENDOWMENT COMMITTEE

Joe to draft up Endowment Committee kick-off with a request for suggested charities and volunteers.  Identifying charities is essential to the marketing of the Sponsorship Program.

 

SPECIAL GENERAL MEMBERSHIP MEETING (SGMM)

  • Tying to our Mission Statement and our efforts to increase VLPNO communication, the BOD agreed to schedule a virtual SGMM Summer Edition

  • SGMM tentatively scheduled for Saturday, August 12th

  • Kermit to work on DRAFT ppt for presentation.  Kermit to create charts comparing VLPNO & VLPNF organizations and its By-Laws

  • BOD will meet on Wednesday, August 2nd and dedicate Thursday, August 10th BOD meeting to review and rehearse presentation

  • Need to make sure that we head off questions such as:  Why do we need to dissolve VLPNO?

  • AGENDA as follows:

o   Introduction of new Board Members

o   Modernism Week 2024

  • Final List of Homes & Schedule

  • Call for volunteers for Committees

o   Brochure

o   Photography

o   Docents

o   Sponsorship Program

o   Endowment Committee & Charities 2024

o   VLPNF Update

o   New VLPNO By-Laws

  • Vote on added Dissolution Language

o   New AGMM Format and Dates

o   Social Calendar

 SOCIAL

  • BOD agreed to host Summer Social on Tuesday, September 5th.  Kermit to search for venue.

  • New AGMM format to split AGMM Community (Speakers:  City Officials) and AGMM VLP (Speakers:  BOD and Committees) in order to allow for more sharing of information.

  • Fall Supper potentially to be held at VLP Home.

  ADJOURNMENT

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