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HomeMy WebLinkAbout1986-01-08HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION MINUTES SPECIAL MEETING OF JANUARY 8, 1986 The Special Meeting of the Public Facilities Corporation was called to order by Mr. Kiser, Secretary of the Board, at the City of Huntington Beach Corporation Yard, Huntington Beach, California at 3:05 p.m. on January 8, 1986. There were present from the Board: Faber Newman Wamhoff Wight Also attending: Dan Villella, Financial Operations Administrator Donald W. Kiser, Assistant Secretary Terry Dixon, Corporate Attorney for the HBPFC Arthur De La Loza, Deputy City Attorney Court Reporter The meeting was called to order by Mr. Kiser, Secretary of the Board. Roll call was taken as recorded above. The first order of business was the selection of a Special Meeting Chairperson. Motion was made, seconded and passed unanimously for Mr. Wight to be the Chairperson. Mr. Wight called for the next item on the agenda. This was the acceptance of the resignation of President D. L. Nowlin. With regret, motion was made, seconded and passed to accept Mr. Nowlin's resignation. The Board requested a plaque and letter of appreciation be presented to Mr. Nowlin for his service to the Board. Motion was made, seconded and passed to acknowledge receipt of Resolution No. 5606 of the City of Huntington Beach. Mrs. Faber questioned whether or not the Board should act upon the above mentioned Resolution, since this was a Special Meeting of the Board, and the Directors were to act only on those items on the agenda. Mrs. Faber called to the attention of the Board an Amend- ment to the By -Laws of the HBPFC, dated October 29, 1975. Any elected Director or appointed Director shall serve as a duly elected or appointed .Director, and as a member of the Corporation, until a receipt of a Resolution of Disapproval has been received and acted upon by the Board of Directors of the Huntington Beach Public Facilities Corporation. All actions of any elected or appointed Director shall be valid until such time as the Board may effect removal by a majority vote of those members of the Board, excluding the affected Director. After discussion, Mr. Dixon reco►rmended the Board not act upon Resolution No. 5606, since the agenda stated received and not received and acted upon. He did suggest to the Board that this be a matter acted on as soon as possible at the next meeting, and before taking any other actions. Therefore, the Resolution was acknowledged as received, and will be acted upon at the January 29, 1986 meeting. Motions were made, seconded and passed to elect the following Officers to the Board: Mr. Wight President Mrs. Newman Vice President Mrs. Faber Secretary/Treasurer The above Officers are to serve on the Board for a terra of one year. At that time, new Officers will be elected. Mr. Villella stated that the Trustee for the HBPFC is Bank of America. He explained the Treasurer's Report to the Board. The Financial Report is received from Bank of America, and it is then recorded onto the City's format. He informed the Board that as a part of the City's audit, the City has independent auditors conduct at audit of the Financial Statements of the HBPFC. He also remarked that if the Board so desired, the format for the 'treasurer's Report could be changed. A copy of the Financial Rex)rt is sent to the HBPFC Secretary/Treasurer by Bank of America, as well as a copy of the report from -2- the City, after it is recorded onto the City's format. Thereby, creating a check/balance situation. Mrs. Faber felt this was an excellent means by which the bank's report can be checked against the City's report. Mrs. Newman asked the difference between the duties of the IIBPFC Directors and those of the Trustee. Mr. Villella replied that the Trustee's only function is to maintain a custodianship of funds, records and transactions of the Corporation. After the Board discussed the functions and responsibilities of the Trustee, it was suggested that the Trustee from Bank of America might be invited to a meeting. Mr. Wight suggested assigning study tasks to each Director regarding these various areas. Mrs. Faber and Mrs. Newman will investigate the various functions and responsibilities of the Trustee and report back to the Board their findings. Mrs. Faber suggested that Warren Hall be invited to a PFC meeting to speak on PFC investments. The Board expressed much concern as to the PFC investments, the duties and responsibilities of the Directors toward these investments, and their obligations as landlords. Mr. Wight expressed concern over what options the Board has for the use of excess funds. Mrs. Newman and Mrs. Faber will meet with Mr. Hall and Mr. Villella regarding this. Mr. Wamhoff gave a brief history of the Board, stating that the buildings have been built and are now occupied. The lease payments come in as required. The bonds are releaved as required. He suggested that the surplus money be used to purchase bonds, in order that this quasi corporation could be releaved earlier. Discussion ensued regarding the bonds and the Civic Center and Central Library buildings. Mrs. Newman brought up a question of whether or not the Corporation's tax exempt status is in jeopardy because of the three million dollars in excess funds. Also, she questioned whether there are rules and regulations that state how much of a surplus the Corporation is permitted by law, and does this surplus jeopardize the bond holder. Mr. Dixon stated that this could potentially be a -3- problem, but he had no reason at this time to say that this is the case. With a large surplusl it is worth looking at, since arbitrage becomes the issue. Mr. Wight will check into the above, as well as insurance. After- discussion, the Board decided to schedule a walk-through of the City Facilities after a full Board is selected. Mr. Kiser will arrange the walk-through at that time. The Board discussed having an appreciation plaque made for Directors leaving office. Motion was made, seconded and passed for the plaques to be the responsibility of the Corporation. The former Director is to be invited to the meeting, presented with the plaque and refreshments are to be served. Mrs. Newman requested that a letter be sent to Mr. Thompson, City Administrator, making a formal request from the Board Members that the PFC Directors, when resigning from the.Corporation, be publicly acknowledged for their service at a City Council meeting in an appropriate manner. After discussion, motion was made, seconded and passed to send the letter to Mr. Thompson, the City Council and the City Clerk. The Board requested advertising for the replacement of Mr. Nowlin. The official posting and advertising will be done by Mr. Kiser. A Special Meeting was tentatively scheduled for 4:00 p.m. on February 12, 1986, to interview for a new Director to replace Mr. Nowlin. Mrs. Faber suggested that at the next meeting, the Board should decide whether to meet every month or every other month. Mr. Wamhoff suggested the Board have the Corporate Attorney present at every meeting. This was discussed, then Mr. Wight requested the Attorney be present at the next meeting. Mrs. Faber requested that the Minutes reflect the presence of a Court Reporter, who was present at the request of the City Attorney. -4- The meeting was adjourned to the next Regular Meeting at 3:00 p.m. on Wednesday, January 29, 1986, to be held at the Civic Center, 2000 Main Street, Huntington Beach, California. ACCEPTED: Step n Wight President Respectfully submitted, 01A 4, /;. �� � Mary 4 Jen "ns RecorcUng Secretary XLoaine Faber Secretary/Treasurer -5-