DOWNTOWN OAKLAND ASSOCIATION INTERIM BOARD OF DIRECTORS SEPTEMBER 22, 2009, 10:00AM 300 LAKESIDE DRIVE -KAISER CENTER,

2ND FLOOR CONFERENCE ROOM

Present: JC Wallace/SKS, Laurie Berberich/CAC, Aliza Gallo/City of Oakland, Martin Ward/Old Oakland, David Goodman/Clorox, Paul Grafft/Shorenstein, Carmen Santisteban/Shorenstein, Lisa Rhine/Press Building, Chris Curtis/Metrovation, Josh Mogubgab/CIM,

Excused Absence: Mike McGuire/Calif. Capital Group, Martin Ward/Old Oakland, Scott Stafford/CIM Staff: Marco Li Mandri/Executive Director, Steve Snider/Asst. District Manager, Andrew Jones/District Services Coordinator, Elizabeth Clark/FAB

Minutes: Discussions Held and Decisions Made by the Interim Board of Directors SUBJECT Introductions Minutes of July 21, 2009 Interim Board meeting DISCUSSION JC called the meeting to order at 10:10 a.m. The minutes of the July 21, 2009 meeting were reviewed by the Interim Board. ACTION? No Action Taken JC moved and Laurie B. second the approval of the July 21st minutes. The motion to approve the minutes was passed unanimously. Paul moved and Laurie seconded approval of the revised list of nominees. Once this list has been approved by the Interim Board, the slate will be mailed out to all property owners who are eligible based upon their payment into the CBD. Board members may also be nominated from the floor at the October 7th meeting. The motion to adopt the list of revised nominees to the

Annual Elections, report from Nominations Committee, process for Annual meeting,

At the last meeting, the Board had designated the Org Committee to serve in the capacity of the Nominations Committee consistent with the bylaws. Marco reviewed list of Board Nominations and presented reasons why selection process is the first time and how this is testing the functionality of our bylaws. He stated that once the Board had been seated, that we should have a bylaw review process to see where improvements could be made to the nominations/selection process. Discussion was also held on how important it was to balance the openness of the Board with the need to meet quorum and that simply because someone wanted to be on the Board

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Amending Hardship Reimbursement policy to include time limits for application

did not mean they should necessarily be appointed particularly if they had never attended any previous interim Board or Committee meetings. Discussion followed. He then explained the process for informing all of the property owners of the Election Meeting selection process at the October 7th meeting. Once the Board has been seated, their first order of business would be to elect the new officers. Marco additionally pointed out that members who cannot make the meeting must contact staff in advance to receive an excused absence. He will propose a policy that if a member has two unexcused absences in one year they are automatically off the Board. Marco then reviewed the nominations list and pointed out the alternates on the list. Chris Curtis asked Marco if member can vote for both Directors if only one Director attends. Marco answered that this is not the best approach and explained Board members are nominated as individuals, not as a corporation. Marco also asked other members of the Board who had nominated more than two reps if the second rep could serve as a Board member, but the third rep serve as an alternate. This would reduce the number of Board members proposed for nomination to the Board and make it easier to meet quorum. The Hardship Reimbursement approval process for Andrew Brog, Fred Brown were resolved and the Youth Radio application is pending. Marco also reported that First Presbyterian Church are has an application which has yet to be seen by the Org Committee because it exceeds the amount authorized by the Board once Youth Radio has been paid. As per Board policy, the Org. Committee reviews hardship applications and makes recommendations to the Board. Marco requested to know the desire of the Board regarding the unresolved applications. There were comments expressing concern about not granting hardship. There is an M.O.U. between Youth Radio and the CBD to provide media services in lieu of assessment payment. A check has been cut to the County Tax Collector directly from the CBD to the County to cover Youth Radios assessment fees. It was stated that the DO Association should not set

Board was approved unanimously.

Laurie Berberich moved and Carmen Santisteban seconded amending the new Board Hardship reimbursement policy. The Board approved the amendment unanimously.

this precedent for CBD paying before stakeholders pay their taxes. Marco stated that the payment directly to the County was requested by Youth Radio. Discussion followed. The Board asked staff to request that Y.R. first pay their taxes then CBD will reimburse Y.R. with a check directly to Y.R. Furthermore, First Presbyterian, as all other applicants, must adhere to Board policy and pay their assessments first if they wish to qualify for the hardship reimbursement policy. JC will work on Elizabeth, our legal counsel, on double checking this policy and its implementation. Marco referred to pages in the Board packet regarding key issues of the CBD the Hardship Reimbursement Policy particularly the importance of time limitations which are 60 days from assessment due date. If deadline is missed stakeholder is not eligible. He was requested to amend this policy as per the Org Committee instructions. Financial report Laurie Berberich and Marco Li Mandri The Interim Board reviewed the financial report. Financial situation is solid, but will be better once ATT assessment is paid in full. JC Wallace moved to approve YTD Financial report. Laurie Berberich seconded the motion. The motion to approve the YTD financial report was approved unanimously. No action taken

Outstanding ATT Assessments

Other

Marco and Aliza Gallo described the back in forth dialog between ATT Reps regarding their outstanding payment to the CBD. The amount outstanding is almost $55,000. Originally, there was confusion regarding the billing amount and the recipient of the billing, however that has been resolved. By December, the second installment of assessments will be due for the second year of services. Aliza stated that she is attempting to resolve this and they have requested a payment schedule for both CBDs. Marco stated that that would not be an issue since they are exempt from paying property taxes, but not assessments. Discussion followed Paul Grafft expressed concerns about Broadway Transit Shuttle from Joint Board meeting saying CBDs must have full City support if they seek funding directly from the CBDs for the shuttle. JC Wallace stated that CBD reps should meet directly with

No action taken

Next Board meeting

Councilperson Kaplan and ask OPD for help once again. Next Meeting Date: ANNUAL MEETING October 7th, 2009 1:00 pm, 500 12th Street, Shorenstein City Center Administrative Offices. The meeting adjourned at 11:00.

Adjournment

Minutes taken by: Steve Snider, Assistant District Manager Downtown Oakland Association Marco Li Mandri, Executive Director Downtown Oakland Association