HILLCREST BUSINESS IMPROVEMENT ASSOCIATION

3737 Fifth Avenue Suite 202

San Diego CA 92103

Phone (619) 299-3330  FAX (619) 299-4230

September 19, 2008

MINUTES of the September 9, 2008 Board of Directors meeting held at 5pm at the Joyce Beers Community Center, 1230 Cleveland  Avenue, San Diego, CA 92103

Directors and Members present; Wright, Baranov, Marin, Moors, Grinchuk, Shaw, Isham, Crowder, Garwood, Capano, Moede, Lehman, Younger, Moore.

Staff present: Simon, Harrison, Harlow

Guests: Graham Hollis (legal counsel), Leo Wilson, Jason Weisz, Carol Schultz, Joe Kocurek, SDPD David Surwilo.

Wright called the meeting to order at 5:05pm.   Introductions were made. Under Public Comment, Moede spoke about the September 18 “Eat, Drink and Freedom to Marry” fundraiser with proceeds to benefit “No on Proposition 8”. Garwood spoke on the Hillcrest Town Council’s debate on community issues following the HBIA meeting. Motion by Isham to approve the Minutes of the August 18, 2008 meeting. Second by Lehman.  VOTE: YES=13.  NO=O.  ABSTAIN=1 (Capano). Motion passed. Motion by Moors to approve the Treasurer’s Report for July, 2008. Second by Lehman. VOTE:  YES=12.  NO=1 (Crowder). ABSTAIN=1 (Capano). Motion passed.

Simon gave a brief history of the Bylaws Revisions ballot that is on the agenda, stating that a major ongoing problem at the Annual Meeting was the quorum requirement.  The Governance Committee has been working on revisions to the Bylaws since March, 2007. Leo Wilson provided guidance and oversight. Five mailings were done by first class mail with a ballot and stamped return address to the members, along with extensive personal efforts from staff, plus several board members notably Moors, Wright, Shaw, Lehman, and also of Danny Becht. Returned sealed ballots were kept in locked storage area. Following the August 19, 2008 board meeting, Simon, Grinchuk and Wilson met with Graham Hollis for legal counsel regarding the process used. Hollis provided an opinion that was shared with the board.

For this ballot, an audit of members as of July 31, 2008 was done by Wilson and Moors. Their results; Total Members on List= 1,096. Minus Ineligible Members=(158). Total eligible members=938.

New members =2.  Total Members Who Can Vote=940. Quorum required 471. Ballots received=564.

 Motion by Garwood to appoint Leo Wilson as the Election Inspector. Second by Younger. VOTE:  YES=13.  NO=1 (Crowder).  ABSTAIN=O.  Motion passed.

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Minutes of the September 9, 2008 board meeting

Motion by Moors to adopt July 31, 2008 as the date of record for this election. Second by Younger.  VOTE:  YES=unanimous.  Motion passed. Wilson, along with ballot counters Schultz, Weisz, Kocurek, and Surwilo left the room to tabulate the results. Graham Hollis supervised.

Wright said that the Litter Containers were ordered. Shaw reported that Mardi Gras is February 24, 2009 and announced a meeting schedule at Urban Mo’s starting September 18. The Marketing Committee will meet September 10 at the HBIA office. Shaw also gave an update on Art Walk noting that there are 34 participants.

Wright gave an update on the Job Search for a new ED, indicating that it will be a statewide search, with announcements in various newspapers and other placements. Simon gave an update on the three quotes for Tree Equipment replacement. Discussion ensued. Motion by Younger to authorize the Director to make the selection. Second by Isham. VOTE:  YES=unanimous. Motion passed.

Wilson presented the results of the Bylaws Revisions balloting.  NUMBER VOTING=564.  APPROVAL=492.  DISAPPROVAL=59.  SPOILED=13.  RESULT=Bylaws Revisions’ received enough votes to pass.

Motion by Baranov to adopt the Bylaws Revisions as amended and passed by this ballot. Moors second. VOTE:  YES=Unanimous.  Motion passed. The revisions will be incorporated in the new bylaws.

Graham Hollis reviewed Article IV, Section 2 of the current bylaws and recommended that the board authorize a vote at the Annual Meeting on October 14, 2008 to amend this Section. (See Attachment A).  Motion by Younger to accept the recommendation to make the change and to notify the members as required. Second by Garwood.  VOTE:  YES=Unanimous. Motion passed.

Jason Weisz, Joe Kocurek, SDPD David Surwilo, and Carol Schultz gave reports from their respective offices.

Motion by Moors to adjourn. Second by Isham. Passed by acclamation.

Written by Warren Simon.

Adjournment to the next board meeting on October 14, 2008 at 5pm at the Joyce Beers Community Center, 1230 Cleveland Avenue, San Diego, CA 92103.