WRFC Minutes 2012-08-15 MINUTES OF SPECIAL MEETING
OF THE BOARD OF DIRECTORS OF
WILMINGTON REGIONAL FILM COMMISSION,INC.
A North Carolina Non-Profit Corporation
PURSUANT TO NOTICE,a copy of which is attached as EXHIBIT A,the Board of
Directors of the Wilmington Regional Film Commission, Inc. (WRFC) held a special meeting at
8:15 AM,on August 15,2012. Ms. Carey Jones,Mr. William Vassar, Hon.Ted Davis,Jr., Hon.
Bill Saffo,and Mr.Jimmy Smith were present in person. In addition,Johnny Griffin and Anna
B. Fisher.
1. APPROVAL OF MINUTES FROM JUNE 5,2012 BOARD MEETING.
The minutes from the Board of Meeting on June 5,2012,a copy of which is attached as
EXHIBIT B,were unanimously approved.
2. APPROVAL OF AMENDED AND RESTATED BY LAWS.
The Amended and Restated By-Laws were unanimously approved,a copy of which is attached as
EXHIBIT C
3. DISCUSS FILM INCENTIVE.
There was general discussion regarding film incentives. The Commission and its members
recognize the need to remain vigilant in the effort to monitor the effectiveness of the incentive
and any effort to reduce or eliminate the program.
4. DISCUSS POTENTIAL CHARLOTTE STUDIO/EASTLAND MALL.
There was general discussion regarding the potential Charlotte studio project. The Commission
will continue to monitor the situation for developments. The board agreed that this new studio
could be good for increased NC film production and does not view it as competition.
5. DISCUSS MEMBERSHIP PROGRAM.
This item was removed from the agenda by request of the Chairperson because additional
information is still needed in order to properly facilitate meaningful discussion. Staff will
continue to research the item.
6. PRODUCTION UPDATE. Currently there are three films and one television show
filming in the area. There continLes to be strong interest from productions considering the
region.
7. THE BOARD ENTERED INTO A CLOSED SESSION FOR THE PURPOSE
OF CONDUCTING AN EMPLOYEE REVIEW
8. UPON COMPLETION OF THE CLOSED SESSION,THE COMMISSION
RETURNED TO ITS SPECIAL MEETING. No action was taken by the Board during, the
closed session.
There being, no further business,the meeting adjourned at 9:45 AM
J f I
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Respectfully ubmitted,
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Carey Jones,Chairperson
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F I W I LI'll'I 1 N GTD N BOARD OF,[RECTORS
Carey lanes,Chairperson
pi Iv/ REGIONAL FILM COMMISSION, INC. William Vassar, Ted D airman
William Vassar, Ted Davis,an
1223 NORTH 23rd STREET • WILMINGTON, NC 28405 Honorable Bill Saffo
www-wilmington-film.com • cam-nish @wilmington-film.com James L.F.Sm#th
BOARD OF DIRECTORS OF THE WILMINGTON REGIONAL FILM COMMISSION, INC.
Agenda for Board Meeting
August 15, 2012
8:00 a.m. 1) Approve minutes from June 5, 2012 Board Meeting (Attachment "A")
8:01 a.m. 2) Approval of Amended and Restated By Laws (Attachment "B)
8:05 a.m. 3) Discussion on Film Incentive Update
8:20 a.m. 4) Discussion on potential Charlotte studio/Eastland Mall
8:35 a.m. 5) Presentation on Membership Update
8:45 a.m. 6) Presentation on Production Update
8:50 a.m. 7) Employee Review
9:10 a.m. 8) Adjourn
EXHIBIT
t A
Member of
afci ASSOCIATION OF
FILM COMMISSIONERS
INTERNATIONAL
.
F = WILMINGTON BOARD OF DIRECTORS
Carey Jones,Chairperson
REGIONAL FILM COMMISSION, INC. William Vassar,Vice-Choirmon
l f Honorable Ted Davis,Soffo
VVV 1223 NORTH 23rd STREET • WILMINGTON, NC 28405 Honorable Bi115offo
www.wilmington-fiim.com • commish@wilmington-film.com James L.F.Smith
MEMO
DATE: August 6, 2012
TO: Carey Jones, Chairperson
William Vassar, Vice-Chairman
Ted Davis, Jr.
Bill Saffo
James L.F. Smith
CC: Johnny Griffin
FROM: Anna B. Fisher
RE: NOTICE OF SPECIAL MEETING OF THE DIRECTORS OF WILMINGTON REGIONAL FILM
COMMISSION, INC.
Notice from the Chairman is hereby given that a special meeting of the directors of Wilmington Regional
Film Commission, Inc. shall be held as follows:
PLACE OF MEETING: Wilmington Regional Film Commission, Inc.
1223 N. 23rd Street, Wilmington, NC 28405
(910) 343-3456
DAY & HOUR OF MEETING: AUGUST 15, 2012 8:00 AM
PURPOSE OF MEETING: The primary purpose of the meeting is to:
1. Approve Minutes from the June 5, 2012 WRFC Board Meeting.
2. Presentation on Production Update
3. Discussion on Film Ince-itives Update
4. Discussion on potential Charlotte studio/Eastland Mall
5. Presentation on Membership update
6. Employee Review
7. Approval of Amended and Restated By Laws
Member of
afcl ASSOCIATION OF
FILM COMMISSIONERS
INTERNATIONAL
F- WILMINGTON BOARD OF DIRECTORS
Carey Jones,Chairperson
Vassar,Vice-Chairman
FILM COMMISSION, INC, William Ted Davis,Jr.
1223 NORTH 23rd STREET • WILMINGTON, NC 28405 Honorable Bill SoFfo
www.wilmington•film_corrt • commish@wilmington-film.com tames L.F.Smith
Attachment"A"
Member of ASSOCIATION ate' INTERNATIONAL NERS
MINUTES OF SPECIAL MEETING
OF THE BOARD OF DIRECTORS OF
WILMINGTON REGIONAL FILM COMMISSION,INC.
A North Carolina Non-Profit Corporation
PURSUANT TO NOTICE, a copy of which is attached as EXHIBIT A, the
Board of Directors of the Wilmington Regional Film Commission, Inc. (WRFC) held a
special meeting at 8:00 AM, on June 5, 2012. Ms Carey Jones, Mr. William Vassar,
Hon. Ted Davis, Jr., Hon. Bill Saffo, and Mr. Jimmy Smith were present in person. In
addition Johnny Griffin,Anna B. Fisher.
1. APPROVAL OF MINUTES FROM APRIL 19,2012 BOARD MEETING
The minutes from the Board Meeting on April 19, 2012, a copy of which is attached as
EXHIBIT B,were unanimously approved.
2. APPROVAL OF LETTER OF ENGAGEMENT FOR AUDIT OF THE
FY 2011/2012 FINANCIAL STATEMENTS. Johnny Griffin presented the Board with
a 2012 Letter of Engagement form Clement Goodson, of Goodson & Taylor, to conduct
the WRFC audit for 2011/2012, a copy of which is attached as EXHIBIT C. After brief
discussion the board unanimously approved the accounting firm Goodson & Taylor to
conduct the audit.
3. DISCUSS POTENTIAL CHANGE TO ELECTION PROCESS. FOR
CHAIRMAN AND VICE-CHAIRMAN. After a brief discussion the board decided to
insert the words "when possible" into the language in the Bylaws regarding the
requirement that the Chairman and Vice Chairman represent different appointing
authorities. A copy of election procedures is attached as EXHIBIT D
4. THE BOARD ENTERED INTO A CLOSED SESSION FOR THE
PURPOSE OF CONDUCTING AN EMPLOYEE REVIEW.
EXHIBIT
13
5. UPON COMPLETION OF THE CLOSED SESSION, THE
COMMISSION RETURNED TO ITS SPECIAL MEETING. No action was taken
by the Board during the closed session.
6. APPROVAL OF BUDGET FOR FY 2012-2013. Johnny Griffin presented
the proposed 2012-2013 WRFC budget, a copy of which is attached as EXHIBIT E.
After discussion and review,the 2012-2013 WRFC budget was unanimously approved.
7. PRODUCTION UPDATE. Currently there are three films and one
television show prepping and Caged is filming.
There being no further business,the meetin: ....mimed at 9:00 AM
Respectfull; sub 'tted,
Carey J. es, Chairperson
�,LM I GTO BOARD OF DIRECTORS
Carey Jones,Chairperson
ir REGIONAL FILM COMMISSION, INC. wimp.,Vassar,Vice-Chairman
Honorable Ted Davis,Jr.
1223 NORTH 23rd STREET • WILMINGTON, NC 28405 Honorable Bill Saffo
www.wilmington-film.carn • cor-tmish @wilmington-film.com James U.Smith
Attachment"B"
Member of
afcl ASSOCIATION OF
FILM COMMISSIONERS
INTERNATIONAL
Attachment "B"
At the last board meeting, the Board clarified the election process and the terms
for the Chairperson and Vice-Chairperson of the Corporation. Below is the
approved language inserted into the Bylaws. The board needs to approve the
Amended and Restated Bylaws containing this new language.
Officers
Section 1. Officers: The officers of the Corporation consist of a Chairperson, a
Vice-Chairperson, and Secretary-Treasurer who shall be elected every year at
the regularly scheduled meeting in January (the "January meeting").
Section 2. Election and Term: The officers of the Corporation shall be elected by
the Board of Directors, and shall be elected for one (1) year terms. The Board of
Directors shall endeavor to elect a Vice-Chairperson, who after serving one year,
will become the Chairperson. The terms of the officers shall expire at the
January meeting. Such elections may be held at the January meeting or may be
delayed until the second regularly scheduled meeting of the year. Each officer
shall hold office until his or her death, resignation, retirement, removal,
disqualification, or his or her successor is elected and qualified. In electing a
Chairperson and Vice-Chairperson, the Board of Directors shall endeavor to elect
persons representing different appointing authorities and whose terms as
members of the Board of Directors expire at different times in order to prevent a
situation where the terms of the Chairperson and Vice-Chairperson expire at the
same time and neither officer is available to lead the Corporation.
EXHIBIT
2