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HomeMy WebLinkAbout1985-09-25HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION MINUTES MEETING OF SEPTEMBER 25, 1985 The Regular Adjourned Meeting of the Board of Directors of the Huntington Beach Public Facilities Corporation was called to order by President Nowlin at the City of Huntington Beach Corporation Yard, Huntington Beach, California at 3:05 P.M. on September 25, 1985. There were present from the Board: Nowlin Wamhoff Also attending: Dan Villella, Financial Operations Administrator Donald W. Kiser, Assistant Secretary Mark Lambert, Applicant Lorraine Faber, Applicant Steve Wight, Applicant Warren Hall, Applicant Lance Eliot, Applicant Roy E. Richards, Visitor Annabelle Richards, Visitor Invited Applicants Not in Attendance: Robert B. Beck Frank Tostado Gene Farrell The meeting was called to order by President Nowlin. Roll call was taken as recorded above, noted herein to be a quorum due to the two Directors present being the sole remaining members of the Board. The July 31, 1985 Minutes were approved as presented. Mr. Nowlin announced that Mrs. Houseal and Mr. Teixeira had submitted their resignations from the Huntington Beach Public Facilities Corporation. Motion was made, seconded and passed to accept the resignations with regret, and Mr. Kiser was requested to arrange for plaques to be made in recognition of their services on the Board. Mr. Wamhoff asked Mr. Villella if the June 1985 usable balance shown on the Treasurer's Report included one or two years' rental equivalents. Mr. Villella explained that one year's equivalent was listed under Reserve Fund and one was under Debt Service. He explained that the Indenture required one year and that past Board action had required the second. Mr. Wamhoff asked if the usable balance including the reserved one year would actually be about $4 million in lieu of the indicated $2.7 million. This was confirmed by Mr. Villella. Motion was made, seconded, and passed to approve the June 1985 Treasurer's Report. Mr. Wamhoff noted the July 1985 Treasurer's Report indicated a decrease in the usable balance. Mr. Villella explained that the decrease was a result of an interest payment on the Civic Center bonds having become due. He stated that during a year the monthly balances would vary up and down depending on interest earned and interest payments being made along with bond principal payments. Motion was made, seconded, and passed to approve the July 1985 Treasurer's Report. Mr. Nowlin asked, in the interest of time, if there were any reports to be made regarding Civic Center or the Central Library. Mr. Kiser stated that there were no significant items and that the items could be skipped. Discussion was held regarding the agenda item on Resolution No. 5557 of the City Council. Mr. Kiser stated that the item had been placed on the agenda preceding possible discussion with the Corporate Attorney, who had been invited but did not attend the meeting. Motion was made, seconded, and passed to receive and file the Resolution. -2- President Nowlin announced that due to the resignation of Mrs. Houseal he was appointing Mr. Wamhoff to be the Corporation Secretary until the next election. Pair. Wamhoff then signed the July Minutes as Secretary/Treasurer. Mr. Nowlin announced to the audience that there were now three vacancies on the Board, and that in order that all might become better acquainted he was going to call upon each in order of receipt of their application. Mr. Wamhoff asked that he first make a statement to the applicants and audience. He presented an overview of the functions of the Corporation as having constructed the Civic Center and Central Library, and now having obligations to see that the facilities were maintained by by the City, to collect the rental payments and make the bond payments. He informed the applicants that due to the Indenture requiring the retention of one year's rental equivalent which is over one million dollars and that the interest on investments now exceeded four million. He informed the applicants of the past city's requests and the recent resolution of the City Council, and made a point of not attempting to sway any thoughts by future Directors that may be elected as to any disposition of funds. Mr. Nowlin supplemented Mr. Wamhoff's statements by reading the purpose of the Corporation as included in the Articles of Incorporation. He then read from Article III sub -section 4, the excerpt stating that until all indebtedness of the Corporation was paid, the net revenues may be used for the paying or redemption of any bonds, debentures, notes, or other evidence of indebtedness. He read further for general information the statement in the Articles that the Directors are the only members of the Corporation. He informed the audience that by the Articles and the Bylaws the membership was established at five which at present has been reduced to two. He continued , for general information, reading from the Bylaws the wording that Directors shall continue until such time as their successors were elected. He further noted the Directors' voting rights and right to accumulate votes to the extent of the number of vacancies existing; and that vacancies shall be filled by a majority of the Directors or by a sole remaining Director. Reading the make up of the Corporation Officers to be President, Vice -President, Secretary and Treasurer, he noted his previous action in appointing Mr. Wamhoff to be -3- Secretary. Lastly, he read from a Bylaw Amendment that Directors shall serve until a resolution of disapproval has been received and acted upon, noting that one had been received only; and that all actions of Directors shall be valid until such time as they may be removed by majority vote of the Directors. He stated the Board was operating on an interim basis pursuant to this latter provision, under color of law as called by the attorney, in order to maintain continuity of the Corporation. Mr. Nowlin commenced calling upon the applicants to tell the Board about themselves in a brief period of time. Mr. Lambert stated his educational and professional background, and explained he was now owner of his own company providing service contracts for medical equipment. He stated that he was currently a member of the Huntington Beach Environmental Board. Mr. Nowlin stated that as he understood,from talking to Mrs. Bailey, the City had a policy that precluded a person from serving on two Boards or Commissions.Mr. Lambert statted that if the policy included this Corporation then he would withdraw as he intended to remain on the Environmental Board due to several projects he is involved with. Lorraine Faber Stated that she considered herself to be a communicator, and that she was in marketing and owned her own company; and that in the past she had been in public relations. She indicated that she had made a study of the PFC and understood its operation, and that she had kept informed of the Board's actions over the years since 1976. The next three applicants called upon were not present. They were Mr. Beck, Mr. Tostado, and Mr. Farrell. Mr. Kiser informed the Board that he had been informed in advance that Mr. Tostado would be out of the city on vacation, but that he was still interested. Mr. Wight Stated that he felt his qualifications applied to the diversity indicated in the Board's advertisement. He informed that he was a member of the bar in the State of Washington, but that he did not practice here. He stated he is the area manager for an engineering firm based in San Francisco, and that he also has experience in finance. -4- Warren Hall stated that he was the elected Treasurer for he City of Huntington Beach, and that he could offer the Corporation his experience in financial management. Mr. Nowlin questioned the possibility of conflict of interest, recalling the resignation of Ruth Bailey at the time she was elected to the City Council. Mr. Hall stated that he did not consider his situation to be similar nor to be a conflict due to his not being in administrative capacity as is the City Council. Lance Eliot stated that he is a professor of system science at USC, and that he has experience in management , primarily in computers. He also stated he does consulting work in addition to. his academic work.He also stated that he has served as arbitrator on the American Arbitration Association. Mr. Wamhoff suggested that the meeting be adjourned to a near future date to review the applications again after hearing each that were present speak to the Board. Mr. Nowlin asked if there were any communications from the audience prior to adjourning. Discussions followed regarding allowable dispositions of funds of the Corporation. Mr. Nowlin explained that the uses of the funds were more restricted by the provisions of the Articles of Incorporation than they were by the Indentures, and that opinions could vary, but that the current Directors leaned toward following the more restrictive document. Additional discussions followed regarding possibilities of purchasing bonds that may be offered. Mr. Hall stated that bonds had in fact been purchased in the past, however the recent bond sale offers did not meet the last formula criteria adopted by the Board. Mr. Nowlin adjourned the meeting to October 16, 1985 at 3:00 P.M. Mr. Kiser asked if the Board wished to re -notify the applicants who had not shown, and the Directors replied in the affirmative. The attending applicants will also be mailed reminders of the adjourned meeting. Donald W. Kiser Assistant Secretary HBPFC -5- Minutes - September 25, 1985 ACCEPTED: D.L. Nowlin President William F. Wamhoff Secretary/Treasurer I Me