VLPNO Special General Meeting Minutes - August 26, 2023
MINUTES OF SPECIAL GENERAL MEMBERSHIP MEETING (SGMM)
OF
VISTA LAS PALMAS NEIGHBORHOOD ORGANIZATION (VLPNO)
TIME: 10:00 – 11:00AM
DATE: August 26th, 2023
PLACE: Microsoft Teams meeting w/ Powerpoint presentation (separate document)
Meeting ID: 287 862 856 915 Passcode: h9w44y
The following meeting attendance record:
24 Members (26%) out of a current membership of 93
NOTE: Article X Section 5 - One-fifth of the Members shall constitute a quorum at the Annual or any Special General Membership Meetings.
A Quorum was declared for the VLPNO Special General Membership Meeting.
AGENDA
Introduction of new Board Members
Modernism Week 2024
Final List of Homes & Schedule
Call for volunteers for Committees
Brochure
Photography
Docents
Sponsorship Program
Endowment Committee & Charities 2024
VLPNF Update
New VLPNO By-Laws
Vote on added Dissolution Language
New AGMM Format and Dates
Social Calendar
Closing Remarks
INTRODUCTION
Kermit Ferrer took attendance, called the meeting to order and opened with a welcome to all, reading of the VLPNO’s mission statement and a brief recap of the recent TS Hillary that blew through the valley desert. He stated that this meeting has been called in keeping with the organization’s mission statement especially through communication to our residents. He read the VLPNO’s mission statement:
The mission of the Vista Las Palmas Neighborhood Organization is to foster an appreciation of our architectural heritage and to strengthen the quality of life for all our residents through communication, neighborhood projects and social events.
NEW BOARD MEMBERS
Our new Board members Byron Hancock and Steve King were introduced filling vacancies for Board members Christy McMillian and Bruce Frasier who sold their homes and moved out of Vista Las Palmas.
A call out was made for new Board member for the position that will be vacated at the end of the month currently held by Vince Tavani as he, too, is moving out of the VLP.
MODERNISM WEEK 2024 VLP Home Tour
Kermit Ferrer gave an update on VLP’s participation in Modernism Week 2024. VLP’s major bi-annual fundraiser scheduled for Saturday, February 17th, 2024.
Theme: Endless Summer in Vista Las Palmas
Six (6) homes secured for the tour plus one (1) back-up home. The six homes have been curated and approved by Modernism Week (Evelyn Yardley). A big thank you to those home owners willing to open and showcase their home in our tour. Brochure design and photography has been contracted. High level review of the schedule and a call for volunteers to help with the tour brochure, home photography, docent coordination and sponsorship program. Leda Potente and Jim Higgins. Bryan Beak volunteered to be the docent coordinator.
SPONSORSHIP PROGRAM
Kevin Comer talked about the reintroduction of our Modernism Week Sponsorship Program. He introduced the present committee volunteers and invited others to join. He reviewed the financials and the intent to convert a large portion of the IN-KIND sponsorships to cash sponsorships. The increased dollars that sponsorship brings in allows us to return that money back to the community.
TTK has agreed to once again be our presenting sponsor and we’ve also received sponsorship commitments from neighbors Patsy & David Marino, Byron Hancock & Len Handeland and Rick Distel & Kevin Comer.
ENDOWMENT COMMITTEE
Joe Vassallo spoke about the new Endowment Committee that will help bring forward, evaluate and assess potential charities for the VLP to make donations in 2024. He introduced the members and also invited others to join. He highlighted some of the organizations the VLP has donated in the past and a few up for consideration including those in the valley impacted by the recent storm.
VLPNF UPDATE
Kevin Comer gave an update on the on-going progress for the establishment of the Vista Las Palmas Neighbors Foundation (VLPNF). He reminded everyone that this has been in the works for the past nine months. He started by reading and speaking of the mission statement.
The mission of the Vista Las Palmas Neighbors Foundation is to preserve, protect and promote the quality of life for our neighborhood, our city, and our state through communication and improvement projects, as well as social and charitable endeavors.
Kevin went through all of the actions that have taken place to properly establish the VLPNF as legal entity corporation. couple of slides comparing VLPNO and VLPNF’s corporation and By-Laws highlights. Most notedly the classification VLPNO (501c4 – Political Non-profit) vs VLPNF (501c3 – Charitable Non-profit). The new VLPNF by-laws were written with assistance of Corporate legal counsel Eve Fromberg. The new VLPNF By-Laws differ from the VLPNO By-Laws as follows: voluntary City Municipal Code compliance, Fiscal year changes to Calendar year, By-Laws/Amendments and Board elections by the Board of Directors and include dissolution language. These changes allowed for clean-up and proper establishment of a new organization that benefits and supports our neighborhood. Most all other components of the VLPNO By-Laws were carried forward to the VLPNF By-Laws.
VLPNO BYLAWS
SPECIFICALLY: DISSOLUTION LANGUAGE
(NOTE: The existing VLPNO By-Laws approved at the 2019 AGMM Meeting didn’t include Dissolution Language.)
Kermit Ferrer went on to state that the current VLPNO By-Laws didn’t include any dissolution language. He stated that the VLPNO Board wrote up and unanimously approved to add the specified dissolution language. He read through the following paragraph and then went back to clarify what it states. ‘Dissolution of the VLP shall only happen upon unanimous vote of the BOD and subsequent approval by a majority vote of the Members of the VLP.
David Cowan, member of the VLPNO, asked by this has to be unanimous. Kermit clarified that it only has to be unanimous by the BOD and a majority of the members. David was good with that answer.
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.
A motion was made Rick Distel and seconded by Michael Melancon for the addition of the Board approved Dissolution Language to the VLPNO By-Laws as shown above. The general membership in attendance voted and unanimously approved the addition of the Dissolution Language.
(Note: Article XIII - Amendments; Governing Law; Fiscal Year
Section 1. 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.)
Forthwith, a motion was made by Michael Melancon to immediately Dissolve the Vista Las Palmas Neighborhood Organization. The motion was seconded by Gustav Swanson. The general membership in attendance voted and unanimously approved the dissolutions of the Vista Las Palmas Neighborhood Organization.
The VLPNO (Vista Las Palmas Neighborhood Organization) is now dissolved and we will now operate as the VLPNF (Vista Las Palmas Neighbors Foundation).
NEW AGMM FORMAT AND DATES
In keeping with our promise to augment our communication to our VLP neighbors, Byron Hancock then introduced that we will now separate the AGMM (Annual General Membership Meeting) into two virtual meetings noting that in the past we’ve attempted to have one AGMM with City representatives and VLP updates and it wasn’t very effective. We will host an SGMM (Special General Membership Meeting) – Community Updates by City Officials in early December followed by the AGMM (Annual General Membership Meeting) in early January to allow us to close out the year in our new fiscal calendar and present to the VLP members annual treasury, neighborhood specific information, activities and events.
UPCOMING SOCIAL EVENTS
Steve King talked about the fun happenings the VLP has planned for the next six months for Social events (in person and virtual): Summer Social, Fall Supper at a VLP home, 4th Annual Holiday Pet Parade, AGMM and Modernism Week.
NEW WEBSITE
Kermit Ferrer stated that in collaboration with Christy McMillian they’re working on updates to our website to reflect all of the recent events and changes. He asked everyone to stay tuned.
ADJOURNMENT
Kermit closed the meeting thanking everyone for their participation in today’s meeting and making one last call for volunteers for all the fun projects we have planned.
There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, the meeting was adjourned.