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09-25-2003 September 25, 2003 Minutes 1 Present: Virginia Chiarello E. Grace Mosley-Byrd Lottie Clinton John O. Perritt, III (Ex-Officio, CFMA, Inc.) M. Ann Griffith Nancy Pritchett (County Commissioner) Jerry A. Mannen, Jr., Esq. Bernhard Thuersam 􀀩􀀑􀀃􀀯􀀑􀀃􀂳􀀷􀁄􀁑􀁎􀁜􀂴􀀃􀀰􀁈ier Richard Trask Absent: 􀀭􀁒􀁑􀁄􀁗􀁋􀁄􀁑􀀃􀂳􀀶􀁆􀁒􀁗􀁗􀂴􀀃􀀦􀁋􀁄􀁖􀁈􀀏􀀃􀀧􀁒􀁑􀀃􀀺􀀑􀀃􀀩􀁌􀁖􀁋􀁈􀁕􀁒􀀏􀀃􀁄􀁑􀁇􀀃􀀧􀁕􀀑􀀃 􀀥􀁄􀁕􀁗􀁒􀁑􀀃􀀪􀀑􀀃􀀺􀁌􀁏􀁏􀁌􀁄􀁐􀁖 Also Present: Ruth Haas, Museum Director Harriet A. Dresing, Administrative Support Specialist, CFM Pat Melvin, Assistant County Manager Kemp Burpeau, Executive County Attorney 3 Community Members The Cape Fear Museum Advisory Board held its inaugural monthly meeting on Thursday, September 25, at 12:00p.m. in the Williston Auditorium, with Pat Melvin, Assistant County Manager presiding. I. Consideration of Absences: 􀀭􀁒􀁑􀁄􀁗􀁋􀁄􀁑􀀃􀂳􀀶􀁆􀁒􀁗􀁗􀂴􀀃􀀦􀁋􀁄􀁖􀁈􀀏􀀃􀀧􀁒􀁑􀀃􀀺􀀑􀀃􀀩􀁌􀁖􀁋􀁈􀁕􀁒􀀏􀀃􀀧􀁕􀀑􀀃􀀥􀁄􀁕􀁗􀁒􀁑􀀃􀀪􀀑􀀃􀀺􀁌􀁏􀁏 􀁌􀁄􀁐􀁖􀀏 excused. Pat Melvin, Assistant County Manager, Manager, opened the meeting with a statement that her attendance was as a staff member only, and she would be facilitating for a short period of time before an election of officers takes place at which point the elected Chairperson will preside. She further stated that since this is a newly constituted board, as is consistent with the New Hanover Board of Commissioners, introductions are immediately made to make sure everyone knows who is in the room, and then move from there to taking care of those actions that have been directed of the Advisory Board to take care of and carry out by the County Commissioners. Introductions then proceeded, with Pat stating a new County employee was present; Harriet Dresing introduced herself as the new Administrative Support Specialist for the Cape Fear Museum, replacing Pat Voelker who had retired; Lottie Clinton, retired State employee from NC State Port Authority; Nancy Pritchett, NH County Board of Commissioners; Ann Griffith; John Perritt, Ex-Officio Member, Associates Associates Board; Ruth Haas, Director, Cape Fear Museum; Pat Melvin; Richard Trask; Bernhard Thuersam; Tanky Meier; Jerry Mannen. Bernard Thuersam then introduced his guest, Dr. Clinton Calloway, a registered professional Parliamentarian. Others attending were Jeff Parker, Spencer Truex, and Kemp Burpeau, Executive County Attorney. Minutes Board of Trustees Meeting September 25, 2003 September 25, 2003 Minutes 2 Pat Melvin proceeded to the discussion and vote on the by-laws. There were some specific items of business the Commissioners requested be carried out at this meeting; to, first, adopt the by-laws and, second, elect officers. She referred to the notebook documents, among which was a copy of the by-laws; specific changes were made to the document (behind Tab 1), and were highlighted so they could easily be read. Bernard Thuersam brought up a matter regarding the continuity of the board and transitioning in the by-laws. He stated it was his understanding that the Board of Trustees has been abolished and a new structure is in its place, which is the Cape Fear Museum Board of Advisors. His question was, are the current by-laws going to be amended or will new ones be adopted. Ms. Melvin responded that the Commissioners requested making amendment to what was in place, which meant changing from a Board of Trustees to an Advisory Board, and then the new Board chairman could choose to make additional changes to the by-laws. Mr. Thuersam stated that if existing by-laws are in place, Article 10 states that they be presented for 30 days and then be considered for approval. Ms. Melvin replied that the County Commissioners had dictated these. 􀀮􀁈􀁐􀁓􀀃􀀥􀁘􀁕􀁓􀁈􀁄􀁘􀀏􀀃􀀨 􀁛􀁈􀁆􀁘􀁗􀁌􀁙􀁈􀀃􀀦􀁒􀁘􀁑􀁗􀁜􀀃􀀤􀁗􀁗􀁒􀁕􀁑􀁈􀁜􀀏􀀃􀁖􀁗􀁄􀁗􀁈􀁇􀀃􀁗􀁋􀁄􀁗􀀃􀁌􀁗􀂶􀁖􀀃􀁄􀁏􀁚􀁄􀁜􀁖􀀃􀁄􀀃􀁇􀁌􀁉􀁉􀁌􀁆􀁘􀁏􀁗􀀃􀁗􀁕􀁄􀁑􀁖􀁌􀁗􀁌􀁒􀁑􀀃􀁊􀁒􀁌􀁑􀁊􀀃from one board to another, with different powers and arrangements. Often one would look at 􀀳􀁄􀁕􀁏􀁌􀁄􀁐􀁈􀁑􀁗􀁄􀁕􀁜􀀃􀀳􀁕􀁒􀁆􀁈􀁇􀁘􀁕􀁈􀀏􀀃􀁄􀁖􀀃􀁌􀁑􀀃􀂳􀀵􀁒􀁅􀁈􀁕􀁗􀁖􀀃􀀵􀁘􀁏􀁈􀁖􀀃􀁒􀁉􀀃􀀲􀁕􀁇􀁈􀁕􀀑􀂴􀀃􀀬􀁑􀀃􀁗􀁋􀁌􀁖􀀃􀁌􀁑� �􀁗􀁄􀁑􀁆􀁈􀀃􀁗􀁋􀁈􀀃􀀥􀁒􀁄􀁕􀁇􀀃􀁒􀁉􀀃􀀦􀁒􀁘􀁑􀁗􀁜􀀃Commissioners, in a meeting, had determined to create this new entity with a new name and some different powers. They additionally directed that at least certain by-laws be adopted by this new entity, and those he felt would need to be discussed and have to be adopted at this meeting. There are other other by-law matters that go beyond those directed by the Commissioners, and those would be discretionary with the board to consider today or defer for 30 days for further study. You would need to at least adopt what the Commissioners have directed you to adopt, and to elect new officers. After that point, as the new Advisory Board, old business, new business, or the meeting agenda could be considered, or the creation of a study committee for any further changes. Ms. Melvin further stated that the highlighted portions of the by-laws document containing the changes recommended by the Board of Commissioners were the only items that needed to be adopted. Ruth Haas, Cape Fear Museum Director, stated there were some recommendations to change the Committee structure to provide liaisons. The Commissioners did not consider this; this recommendation was coming out of the work done at a previous retreat. Questions were again raised and discussed regarding the responsibilities and accountability of the newly reconstituted Board, which were addressed by Mr. Burpeau, Ms. Melvin, and Ms. Pritchett. Mr. Mannen then moved to approve the by-laws changes as directed by the County Commissioners; Ms. Clinton seconded. Ms. Haas submitted a point for clarification regarding Article 7 (changing of committees to liaisons), which the Commissioners had not submitted; she stated it could be pulled out of the motion and considered separately. It was agreed that Article 7 be pulled out and approval be given for only those items mandated by the Commissioners. Mr. Mannen raised another point for clarification regarding the terminology in Article 2 (that members shall be required to sign a non-competition agreement); there was no reference to what this agreement is, whether it was the same as the current ethics policy. Ms. Pritchett confirmed the verbiage was essentially that notification be made to the Chair if there is a conflict of interest. 􀀰􀁖􀀑􀀃􀀰􀁈􀁏􀁙􀁌􀁑􀀃􀁄􀁖􀁎􀁈􀁇􀀃􀀰􀁕􀀑􀀃􀀰􀁄􀁑􀁑􀁈􀁑􀀃􀁌􀁉􀀃􀁋􀁈􀂶􀁇􀀃􀁄􀁊􀁕􀁈􀁈􀀃􀁗􀁒􀀃􀁆􀁋􀁄􀁑􀁊􀁈􀀃􀁋􀁌􀁖􀀃􀁐􀁒􀁗􀁌􀁒􀁑 􀀃􀁗􀁒􀀃􀁄􀁇􀁒􀁓􀁗􀁌􀁑􀁊􀀃􀁗􀁋􀁈􀀃􀁅􀁜-laws to be consistent with the directives of Commissioners; Mr. Mannen agreed and Ms. Clinton seconded. Approval by a show of hands indicated 5-For, 2-Opposed, and 1-Abstaining. September 25, 2003 Minutes 3 Ms. Melvin stated the next action was the election of officers; since there was no nominating committee in place, so elections would be handled from the floor. The positions were for Chairperson, Vice-Chair, and Secretary. Nominations for Chairperson were made and seconded as follows: Chairperson-Richard Trask and Nancy Prichett; Mr. Trask, receiving majority of the votes, was elected as Chairperson. He then considered nominations for Vice-Chair: Jerry Mannen and Don Fishero, with Mr. Mannen receiving the most votes; and Secretary: Grace Mosley-Byrd, who was unanimously elected. Ms. Haas then distributed preference sheets for committee and liaison assignments. Mr. Trask suggested forming an ad-hoc committee to look at amending or recommending changes to any further by-laws; he appointed Tanky Meier, Jerry Mannen Chair, and Virginia Chiarello. II. Associates Report: Mr. John Perritt gave an overview of events. Invitations were sent to all lapsed members of the Associates, inviting them to rejoin; membership is currently 531. In an effort to get more visitation interest and additional long-term supporters of the Museum, each Board Member received 5 coupons to pass out inviting them to the Museum, then follow-up requesting they join. The Museum has contracted Coffee Designs to look at new logos. A new database was installed for membership, which will assist with volunteer support, special interest, and corporate and individual sponsorships. New bookmarks have been designed, and are distributed to children attending the Museum. The Membership Drive is gearing up, moving towards the Gala. The current Gala status is: three confirmed sponsors of the rooms have been obtained, with three pending and the hope of a few more. Rendezvous tickets will sell at $125/each, with a goal of 200 attendees. 􀀤􀁑􀀃􀁒􀁓􀁈􀁑􀁌􀁑􀁊􀀃􀁕􀁈� �􀁈􀁓􀁗􀁌􀁒􀁑􀀃􀁉􀁒􀁕􀀃􀂳􀀫􀁒􀁚􀀃􀀷􀁋􀁌􀁑􀁊􀁖􀀃􀀺􀁒􀁕􀁎􀂴􀀃􀁚􀁌􀁏􀁏􀀃􀁗􀁄􀁎􀁈􀀃􀁓􀁏􀁄􀁆􀁈􀀃􀁒􀁑􀀃􀀲􀁆􀁗􀁒􀁅􀁈􀁕􀀃􀀜th from 5:30-7:30. GE is corporately underwriting part of of the exhibit, which is a first, and due primarily to the efforts of Denise Malloy-Hubbard, Associates Development Director. The Associates recently received 100 shares of Wal-Mart stock, valued at approximately $6,000, which was obtained through one of the current Board members. Two new members were added to the Board last meeting: James Smith, General Manager and President of WWAY TV3; Owen Wexler, accomplished artist and currently a strong Community Volunteer. Of special note, the Advisors/Associates retreat has been rescheduled to November 22nd from 8:30-4:30; on Friday night, November 21st, Denise Malloy-Hubbard, Associates Development Director, has invited the attendees to her home for a kick-off cocktail party. The accounting for the Associates has been modified by the new Treasurer-CPA, in compliance 􀁚􀁌􀁗􀁋􀀃􀁖􀁗􀁄􀁑􀁇􀁄􀁕􀁇􀀃􀁄􀁆􀁆􀁒􀁘􀁑􀁗􀁌􀁑􀁊􀀃􀁓􀁕􀁒􀁆􀁈􀁇􀁘􀁕􀁈􀁖􀀏􀀃􀁌􀁑􀀃􀁒􀁕􀁇􀁈􀁕􀀃􀁗􀁒􀀃􀁘􀁑􀁇􀁈􀁕􀁖􀁗􀁄􀁑􀁇􀀃􀁄􀁑􀁇􀀃􀁅􀁈􀁗􀁗􀁈􀁕� �􀁆􀁒􀁑􀁗􀁕􀁒􀁏􀀃􀁗􀁋􀁈􀀃􀀥􀁒􀁄􀁕􀁇􀂶􀁖􀀃monetary situations. September 25, 2003 Minutes 4 III. Other Reports: Mr. Bernard Thuersam attended two of the 1765 Wilmington organizational events started by the Mayor, regarding the 1765 Stamp Act resistance by the Cape Fear residents. He has not attended as an official representative of the Museum, but as a volunteer. He suggested one Staff member 􀁄􀁗􀁗􀁈􀁑􀁇􀀏􀀃􀁌􀁉􀀃􀁓􀁒􀁖􀁖􀁌􀁅􀁏􀁈􀀏􀀃􀁅􀁈􀁆􀁄􀁘􀁖􀁈 􀀃􀁌􀁗􀀃􀁌􀁑􀁙􀁒􀁏􀁙􀁈􀁖􀀃􀁗􀁋􀁈􀀃􀁕􀁈􀁊􀁌􀁒􀁑􀂶􀁖􀀃􀁋􀁌􀁖􀁗􀁒􀁕􀁜􀀑􀀃􀀰􀁖􀀑􀀃􀀫􀁄􀁄􀁖􀀃􀁌􀁑􀁇􀁌􀁆􀁄􀁗􀁈􀁇􀀃􀁗􀁋􀁈􀀃􀀰􀁘􀁖􀁈􀁘􀁐􀀃􀀶􀁗􀁄􀁉􀁉􀀃is overwhelmed with commitments at present. Mr. Trask stated the next meeting would take place Thursday, October 16th at 12:00PM. He then requested Ms. 􀀰􀁈􀁏􀁙􀁌􀁑􀀃􀁄􀁇􀁇􀁕􀁈􀁖􀁖􀀃􀁗􀁋􀁈􀀃􀂳􀀨􀁙􀁄􀁏􀁘􀁄􀁗􀁈􀀃􀀰􀁈􀁈􀁗􀁌􀁑􀁊􀂴􀀃􀀤􀁊􀁈􀁑􀁇􀁄􀀃� �􀁗􀁈􀁐􀀑􀀃􀀶􀁋􀁈􀀃􀁖􀁗􀁄􀁗􀁈􀁇􀀃􀁗􀁋􀁄􀁗􀀃􀁖􀁌􀁑􀁆􀁈􀀃􀁗􀁋􀁌􀁖􀀃was the first meeting of the Advisory Board, and because the format and time were different, it would be beneficial to assess and/or change the format regarding its usefulness for this Board. It was stated that the clarification as to where the Board is going was good and that the timeline was excellent; no improvements were suggested. Adjournment: Mr. Trask entertained a motion to adjourn. Mr. Bernard Thuersam moved. Ms. Clinton seconded. The motion passed unanimously and the meeting concluded at 1:00PM.