March 3, 2015

Minutes of the Centerville Community Foundation Board of Directors meeting held Tuesday, March 3, 2015 at 4:00 p.m. in the Centerville City Hall Council Chambers, 250 North Main Street, Centerville, Utah.

MEMBERS PRESENT    Paul Cutler, Director/Chair Pro Tem
Jack Dellastatious, President/Chair
David Gutke, Director
Steve Thacker, Secretary/Director

OTHERS PRESENT        Blaine Lutz, Treasurer (left at 4:26 p.m.)
Lisa Romney, City Attorney
Katie Rust, Recording Secretary

FOUNDATION BANK ACCOUNT

Steve Thacker, Secretary, reported that a bank account has been opened for the Centerville Foundation, with Jack Dellastatious, Paul Cutler, and Steve Thacker listed as signators.  Chair Dellastatious requested that staff keep a separate financial archive dedicated to the Centerville Foundation.

Director Thacker made a motion to require that Centerville Community Foundation checks must be signed by two of the three designated signators.  Director Cutler seconded the motion, which passed by unanimous vote (4-0).

ANNUAL FINANCIAL REPORT

Blaine Lutz, Treasurer, presented an annual financial report for the Community Foundation.  The only activity on record for the last year is the City’s in-kind donation.

STATUS OF STATE REGISTRATION

The Foundation’s State Registration is current.  City Recorder Marsha Morrow is listed as registered agent.

AMENDMENT TO ARTICLE 2 SECTION 3 OF BYLAWS REGARDING “REGULAR MEETINGS”

Director Thacker presented changes recommended by City Attorney Lisa Romney to Article 2 Section 3 of the Foundation Bylaws regarding the regular meeting of the Foundation.  Director Thacker made a motion to approve Amendment No. 1 to the Bylaws of the Centerville Community Foundation.  Director Gutke seconded the motion, which passed by unanimous vote (4-0).  This amendment allows the annual regular meeting to be held either on the first Tuesday in March or later in the month, providing more flexibility.

AUDITING REQUIREMENTS

At a previous meeting Chair Dellastatious asked if any auditing requirements apply to the Foundation.  The City Attorney stated she is not comfortable advising on audit requirements.  Director Gutke and Mr. Lutz responded that auditing requirements do not apply to the Community Foundation.

ROLE AND EXPECTATIONS/DUTIES OF BOARD MEMBERS

Board members reviewed a draft of proposed Foundation Board member responsibilities.  Director Thacker stated that he would not be comfortable personally soliciting funds for the Foundation as a full-time employee of the City.  Director Gutke expressed that his commitment level will not match the proposed duties.  Chair Dellastatious stated that he does not envision all Board members being able to accomplish all of the proposed duties.

Director Cutler suggested striking proposed duty number seven regarding Board members serving as liaisons to City committees or departments.   A majority of Board members agreed.  Director Cutler recommended referring to the list of Board member responsibilities as “suggested duties of Board members”.  Director Gutke said that, considering how closely the Foundation is linked to the City, he does not view the Foundation as serving any additional purposes other than providing a way to receive donations from groups uncomfortable donating directly to a government entity.  Chair Dellastatious expressed a desire to closely examine the relationship between the Community Foundation and the City in the future.  He requested that the Centerville Community Foundation be mentioned in the City’s annual brochure.  Ms. Romney reminded Board members that the Foundation cannot participate in any political campaigning.

Director Cutler made a motion to adopt the Centerville Community Foundation suggested duties of Board members as listed below.  Director Gutke seconded the motion, which passed by unanimous vote (4-0).

1.    Participate as an active committee member to achieve the Foundation’s mission statement as follows:
2.    Help to provide resources including time, donations and referrals.
3.    Willingness to locate donations or donors (financial/material).
4.    Attend 80% of all scheduled Foundation meetings.
5.    Working with other Board members to show creativity with suggestions, innovation, and the ability to develop solutions to agenda items, projects and other goals of the Foundation as a
team.
6.    Promote the Foundation’s purpose, needs and projects.

CITY ATTORNEY OPINION REGARDING “SUPPORTING MEMBERS”

Ms. Romney reported that the Articles of Corporation and Bylaws of the Foundation do not mention the Foundation having supporting members in addition to the Board of Directors.  The Bylaws specify the Foundation Board may have up to seven members, leaving the current Board with three available positions.  The City Council can authorize by amendment up to 15 Board members.  Chair Dellastatious stated he feels strongly about having additional support for the Foundation, possibly 20-30 individuals in addition to the Board members.  Director Cutler mentioned that nothing prohibits the Foundation from appointing a “Board of Governors” to advise the Board of Directors without any legal power.  Director Gutke responded he would feel more comfortable with volunteer committees than a formal Board of Governors, and added that there is no limit to the number of people allowed to volunteer.  Ms. Romney stated she is not familiar with non-profit law and is not comfortable advising the Board on this matter.  Director Cutler suggested filling the three remaining Board positions before expanding or forming a Board of Governors.

POTENTIAL BOARD MEMBERS

Chair Dellastatious mentioned he thinks it might be wise to recruit a Board member who is also a member of another Community Foundation to advise and share experience.  He said it also might be wise to invite influential members of the community, or ask the Chamber of Commerce for recommendations to fill the remaining positions.  Chair Dellastatious expressed a desire to put this item on the next agenda with the hope that Directors will have names of potential Board members to submit.

DONATION/GRANT ACTIVITY

Director Cutler said the Salt Lake Board of Realtors has agreed to grant $1,800 to enhance the new bus stop at Founders Park on Main Street with the addition of an informational kiosk, bench and trees.  He suggested it would be better if it went through the Foundation.  This would have to be investigated as to how this would be done.

Chair Dellastatious described projects related to the upcoming Centennial Celebration that the Foundation has been asked to help with: fundraising for brackets and banners, contribute toward a parade float, and approach Starbucks about donating coffee/tea, and Walmart about donating table coverings for the 4th of July breakfast.

ADJOURNMENT

At 5:05 p.m. Director Thacker made a motion to adjourn the meeting.  Director Gutke seconded the motion, which passed by unanimous vote (4-0).

_________________________        ____04-07-2015__________________
Jack Dellastatious, Chair                         Date Approved

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Katie Rust, Recording Secretary