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11/22/1977 , ., . '~., '\',-" "i~.. . 'L. c":' .~ ..........:. \ I ;. I I llJJ1l!ll.~ It.ft~n''Wllllln Ii 1M N' -- ^ 'W CLEARWATER DOWNTOWN DEVELOPMENT BOARD WORK SESSION MINUTES November 22, 1977 MEMBERS IN ATTENDANCE: Rose Phifer, Chairman Aaron Bilgore, Vice Chairman Dale Warren Bill Nunamaker Leon Hammock Sam Casella NON MEMBERS IN ATTENDANCE: Jill Greer Chick Smith Charles Finton Howard Groth Marie Griner The meeting was called to order by Rose Phifer and she stated that only one item, that of the duties of the Executive Director, would be discussed, the meeting would be held to one hour, and would begin by each Board member reading his notes, then comments and questions. . Beginning with Mr. Bilgore he read the following which would be under Article 8-C: "the Executive Director serves the Board at the will and direction of the Board and in accord with contractual arrangements that may be made between the Board and the Executive Director. The Executive Director's functions shall be governed by the will of the Board and at the direction of the Chairman. Changes in policy will only be made after Board majority ruling. The Executive Director will con- sider this reporting flow to follow through the Chairman to the Board and he will give a resume of his activities to the Chairman on a weekly basis. The Chair- man may then pass whatever he deems expedient to the Board members either through regular meetings or if necessary in any manner required." . Dale Warren passed at this time. Bill Nunamaker passed at this time. Leon Hammock then remarked that his idea of a job description is very detailed and the following are some of the duties which might be included: he should report to the Chairman, mail notices to all freeholders and press with regard to meetings., shall prepare an agenda for each meeting and mail to each member of the Board to- gether with background information, he is an ex officio member of each comnlittee, keep appropriate set of books which show financial position of the Board and pre- pare financial statements. Mr. Hammock noted that these were all the duties he had listed at this time and they are not in order of importance and pointed out that Sam Casella would be in the best position to tell the Board what should be included. Continuing around the table, Rose Phifer then read the following: ~~ >. " '1 ./ . "Duties of the Executive Director: Pursuant to Article 9, of the By-Laws of the Clearwater Downtown Development Board the duties of the Executive Director are as follows: , '. The Executive Director will mail to all freeholders within the Board's area of re- sponsibility a notice of each regular meeting no less than two weeks prior to the ,) i '.f l \ j ~' 1:- .~ . ," . . ,.... " . ., ',:. ',.", .. , ~, . ~l . .:~ t.:. >.J (,' ',1"""\ ...... I' I , ,.. I,. :\, i I 1 ' A.-IA~~~~~~~~;J1a~""'~~ , . " . , .. ,... .I.o~ "If?'~.h__f("'~~_~~~~':~~ , qvl~J..\. JION MINUTES -2- November 22, CS> prescribed meeting date. He will mail to all freeholders in said area a notice of each special meeting or work session authorized by the Board at least five days prior to said meeting or session. He will keep an appropriate set of books and prepare a monthly financial statement of receipts, disbursements and balances for distribution to the Board members prior to each regular meeting. He may make withdrawals from the Board's checking or saving accounts when such with- drawals are countersigned by the Board Chairman or in his/her absence the Vice Chairman. He will arrange for an annual audit by a CPA of the fiscal affairs of the Clearwater Downtown Development Board within 60 days after the end of each fiscal year. He will with the aid of a financial committee, appointed by the Chairman of the Board, prepare a budget by June of each year for review by the Board. He will be responsible for taking and keeping the minutes of all meetings of the Board and keeping of all correspondence in connection with Board business together with any written documents, publications, reports and records of oral discussions which might be germane to the Board's functions and he will inform the Chairman of the Board of such matters within one working day of receiving them. ~ 'U The Board may upon request authorize membership of the Board in organizations con- sidered useful to the Board's objectives and may authorize attendance by the Executive Director at the meetings of such organizations at Board expense. Should the Executive Director use private transportation to attend such meetings he is authorized 149 per mile; sums advanced by him for these purposes shall be reimbursed upon presentation of an itemized voucher. He will by September 30th of each year review the list of coporate and other artificial legal entities that are freeholders in the Board area and shall advise such entities that have not registered a voting representative with the Board to do so pursuant to Article 11 of the Board by-laws. He will conduct studies and inquiries in furtherence of Board instructions and prepare reports thereon for Board review. No commibments will be made for the Board without prior approval. I would like the Executive Director to obtain from the City the agenda of the City Commission work period and also the agenda of the City Commission. II Dale Warren then suggested that the Executive Director should maintain a working knowledge of federally funded programs such as urban renewal, beautification, etc. that would affect the downtown area. He should be knowledgeable in writing news re- leases and maintaining a good working knowledge with local advertising media and good communications within the Development Board. Sam Casella was then asked if there was anything the Board members had said so far that he could or could not live with? . Mr. Casella responded that he had prepared a statement of his position in an agenda memorandum which was sent out to Board members during the past week. The memorandum's subject is IIBy-Lawsll and Mr. Casella read the following statement. "Concerning re- view of the responsibilities of the Executive Director, it is the opinion of staff that this topic is worthy of a separate and professional evaluation before the Board considers action. Such recommendation should be made by an independent expert f~iliar with the legal structure and workings of Florida downtown development boards and , ",' '. -'... '''.' . . " , ~. ;, ~ . . ., ~.L.b.. .... _..-....-... '1 ..,,,' . WORK SESSION MINUTES -3- Nov~~X 22, 1~11 ~ ~ authorities." Mr. Casella added that he chose to make this brief statement rather than bring before the work session today any particular preferences of his own. He felt that by doing so he would not place himself in a position of possibly disagreeing with any members of the Board. Dale Warren suggested that a letter be sent out to other development boards requesting information with regard to job descriptions of other executive directors and furnish the Board members with copies of this information. He did not feel that an outside professional should be hired. Mr. Bilgore and Mr. Nunamaker agreed with Mr. Warren's suggestion. Although Mr. Hanunock felt that outside professionals can be helpful in these matters, he also agreed that looking over job descriptions of executive directors of other Boards would be a step toward developing a satisfactory job description. Mr. Casella reported that he had written to some Boards requesting information with regard to their by-laws and enabling acts, and if the Board wished he would write again and ask for more specific information. That information would be compiled and forwarded to all Board members. Aaron Bilgore directed Mr. Casella to do so. The question of which should come first - revision of the by-laws or the duties of the executive director - was discussed. Rose Phifer said .that the by-law revisions should be done all at one time at a separate session and actually the duties of the Execu- tive Director need. not be put in the by-laws. Aaron Bilgore suggested that the Board would determine which item would come first after all the information being requested has been received. ~ W Mr. Nunamaker expressed concern about what he felt was a breakdown between the Board and the Executive Director and asked that the chain of command be clarified. It was the consensus of opinion that the statement drawn up by Mr. Bilgore and read earlier in the meeting would serve as an. interim chain of command statement and a base from which to build. A few words were changed and the statement reads as follows: "The Executive Director serves the Board at the will and direction of the Board and in accord with contractural arrangements that may be made between the Board and the Executive Director. The Executive Director's functions shall be governed by the will and policy of the Board and at the direction of the Chairman. Changes in policy will only be made after Board majority ruling. The Executive Director will consider this reporting flow to follow through the Chairman to the Board and he will meet with the Chairman on a weekly basis. The Chairman may then pass whatever he deems expedient to the Board members either through regular meetings or if necessary in any manner required." It was agreed that the statement would be mailed to all Board members as a memorandum for their information and would not be placed on the agenda. Mr. Nunamaker mentioned that he was meeting with City Attorney Thomas Bustin and would request that he or one of his assistants spe~( to the Board with regard to the Sunshine Law. The meeting adjourned at 5:05. . Submitted by Sam Casella, Executive Director ,. > l..>.,~ (, C "I \ I ..: \,.;.- \ ~. 5