Board of Directors Meeting (Regular)
San Diego Collaborative Arts Project, a California Non-Profit Corporation
July 13, 2016
San Diego, CA
MINUTES OF A MEETING of the Board of Directors of the Corporation (the “Board’) held on the 13th day of July, 2016 at 7:00 p.m. at Colab in San Diego, California.
President Colin Jemmott was not in attendance. As regular Board meetings do not require notice to the Board pursuant to the Corporation’s Bylaws, Treasurer Cable King acted as Chairman of the meeting and Cassy Haynes acted as Secretary.
Treasurer King called the regular Board meeting to order at 7:04 PM.
The Treasurer noted that a quorum of the Board was present and declared the Meeting open for the transaction of business.
Those in attendance and constituting a quorum were:
Board Members Present: Cassy Haynes, Curt Benedetto, Paul McCarthy, Lisa Walden, Stephanie Cucurullo, Cable King, and Greg Davidson (Greg via Phone).
Absent: Jake Holler, Dominic Moretto, Colin Jemmott
Community Members Present: Christian Moffat, Jon Ray, Sean “Natural” Nash and Dag.
Approval of Agenda
The President previously circulated the Agenda to Board via email. The Board approved the Agenda via email.
Minutes of Previous Meeting of the Board
There was no discussion regarding the meeting minutes.
ON MOTION DULY MADE BY STEPHANIE CUCURULLO, SECONDED AND CARRIED, IT WAS RESOLVED THAT the minutes of the meeting of the Board held on 6/8/16 be approved.
On behalf of the President, Treasurer King encouraged all Board members to take the ICS/FEMA training course #15.
- Treasurer Cable King emailed Treasury Report to Board members prior to meeting;
- Ticket sales on target;
- Youtopia Art grants have started to be disbursed;
- There is a $200k withdrawal limit with EventBrite; Jon Ray will reach out to EventBrite to ask about/obtain a waiver of withdrawal limit requirement;
- Curt is officially a signatory on bank accounts.
- Several follow-up email/phone attempts made with insurance company with no response; continue to follow-up;
- CA Charitable forms tax information has been delivered to accountant for submission to State;
- Performed research to find a company to perform corporate services and act as registered agent, a decision was made and forms/account will be created/processed.
Regional Contact (“RC”) Report – N/A
- Jon Ray reported all open positions/departments are filled;
- Status is good and ahead of the curve;
- Temple art grant awarded; art grants (1st round) are being awarded.
Colab Report –
- Operations going great;
- Internet is fixed and updated; looking into improving connectivity; would like to purchase another camera;
- There was a theft of hardware about 2 weeks ago;
- Requested approval to spend $250 out of Colab bank account to purchase additional cameras.
- CNC Router is set up; Martin took router for a test drive; Martin is doing great with router and marketing classes, etc.
ON MOTION DULY MADE BY CURT BENEDETTO, SECONDED AND CARRIED, IT WAS RESOLVED THAT, Colab may expend $250 out of Colab bank account to acquire additional cameras for Colab.
Art Grant Requests
(i) Public Service Announcement (Dag): Board determined the art project was not appropriate for funding by SDCAP.
(ii) The Timed Machine (Christian Moffat): Board members had questions regarding budget items; until budget is straightened out, the project will not be considered for funding by SDCAP.
- Maker Faire potential conflict was resolved with BMP.
- Financial Controls Committee (Steph)
Jake, Steph and Cable have met to discuss processes, which are insufficient at this time. However, Steph will work with Misty (accountant) be making some recommendations/proposals at a later date regarding audit practice (accountant does not audit); Need to review Bylaws regarding language regarding 2 signatories on checks exceeding $500.
Proposal was made by Cassy Haynes regarding contract execution authority.
ON MOTION DULY MADE BY STEPHANIE CUCURULLO, SECONDED AND CARRIED, IT WAS RESOLVED THAT, the resolution prepared by Cassy Haynes setting forth contract execution parameters is approved (resolution attached to minutes).
Steph suggested we use a similar approval approach for Colab, discussion tabled.
Project Updates –
- Curt reported that Mini-Man 2.0 project is cruising along.
- Paul reported that the Cabina Exuro project has started; Kickstarter launched; fundraiser @ Spanish Landing organized; Some cost overruns have occurred.
- Cable reported that Pride Parade decoration of float was occurring for 7/16/16 Pride Parade (SD Burning Man contingent at Pride Parade)
CERTIFICATE OF SECRETARY
SAN DIEGO COLLABORATIVE ARTS PROJECT
The undersigned hereby certifies, as the duly elected and acting Secretary of San Diego Collaborative Arts Project, a California non-profit corporation, that the following is a true and correct copy of resolutions adopted by the Board of Directors of said corporation to be effective on July 13, 2016, and that said resolutions have not been rescinded, modified or changed and remain in full force and effect:
RESOLVED, that the President, Vice President, the Secretary and the Treasurer be and each of them is hereby authorized for and on behalf of the Corporation to enter into any contract, agreement or other document committing the Corporation to the performance of any obligation as may be permitted by law, and further, that any of said Officers be and hereby is authorized to sign and deliver on behalf of the Corporation any such contract, agreement or document containing such terms as the Officer signing the same may consider to be in the best interest of the Corporation.
FURTHER RESOLVED, that the CO PRODUCERS of Youtopia, a Burning Man Regional Event located in San Diego, CA, and each of them, be and is hereby authorized and empowered to make and execute, for and on behalf of the Corporation, any such contract or agreement or document and take any and all action that may be required in the best interest of the Corporation in connection with the production and operation of Youtopia, a Burning Man Regional Event located in San Diego, CA.
FURTHER RESOLVED, that the authority granted in the foregoing resolutions is subject in all cases to both (i) expenditures being within budgets approved by the Board of Directors; and, (ii) completion of authorization processes monitored by the Corporation’s Internal Financial Controls Committee.
FURTHER RESOLVED, that any specific resolutions that may be required by any company or governmental agency or other party in interest, to have been adopted with respect to the authority granted in the foregoing resolutions, be and hereby is adopted, and the Secretary of the Corporation is hereby authorized to certify as to the adoption of any and such resolutions as of the time such resolutions are requested and a copy of such resolution shall be placed in the minute book of the Corporation.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Secretary as of the 13th day of July, 2016.
/Cassandra L. Haynes/
Cassandra L Haynes, Secretary
San Diego Collaborative Arts Project