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Minutes & Roster Downtown Oakland Association and Lake Merritt/Uptown District Association /LMUDA Joint Board Meeting

g by Phone Call December 16, 2009


Section 10 of the Bylaws of each Corporation allow for meetings by phone. The provisions that provide for such meetings are as follows: Section 1. Action at a Meeting: Quorum and Required Vote. (a) A quorum shall consist of a majority of the Board.

(b) Every act done or decision made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number, or the same number after disqualifying one or more directors from voting, is required by the Articles of Incorporation, these Bylaws, or the Code. (c) A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting, subject to any applicable requirements for approval by a greater number or a disinterested majority. (d) Directors may participate in a meeting through use of conference telephone or similar communications equipment, as long as all members participating in such meeting can hear one another. Participation in a meeting pursuant to this subsection (d) constitutes presence in person at such meeting. The President, JC Wallace and the Organization Committee had sent out notice to all of the Board members that a call in meeting would be held between the Joint Boards on December 16th, 2009. A call in phone number was distributed among all Board members to allow for participation in the meeting. The purpose of the meeting was to discuss: Motion 1: Motion on staff bonuses by each Organization. According to Elizabeth Clark, as per the contract, a year end annual bonus is allowable for staff based upon performance and availability of funds. The bonuses were recommended by the Joint Organization Committee to each of the respective Boards. After discussion on the reasons why the Joint Org Committee believed

the staff bonuses were consistent with the contract, Andrea Kirkpatrick moved and the motion was seconded, to approve allocating $13,000 to staff bonuses for 2009 per previous Joint Organization Committee recommendation. Discussion on the motion followed. Julia Sherwin questioned the legality of issuing staff bonuses under California State Constitution Article IV 17 and Article XVI 6, given that the funds are public, taxpayer money and the Constitution prohibits extra payment on a contract after services have been rendered in whole or in part. Liz Clark stated that the contract between the DOA/LMUDA and NCA is not a public contract given that the two districts are non-profit 501c3 entities and have been empowered to enter into this contract under their management plan with the City. The LMUDA/DOA - NCA contract further allows the Board to issue bonuses at its sole discretion. Extensive discussion of reasons for issuing bonuses. Motion was withdrawn after initial discussion.

Motion 2: [Motion made by Julia Sherwin, DOA, no second] Obtain letter from the City Attorneys office confirming the legality of issuing staff bonuses under State Constitution prior to issuing bonuses. Motion was withdrawn after Chris Curtis moved to amend the motion to approve bonuses subject to Elizabeth Clark discussing the Constitutional Issues raised by Julia Sherwin with John Russo.

Motion 3: [Motion made by Chris Curtis, (DOA/LMUDA) seconded by Paul Grafft, DOA] Approve allocating $13,000 to staff bonuses for 2009 per previous Organization Committee recommendation with confirmation by Counsel that there is no City objection to paying bonuses under our management plan with the City. The motion was approved, see DOA roster, (attached)

LMUDA Board members dropped off from the call after Motion 3 was passed. Motion 4: Approval of the New City America contract by the Downtown Oakland Association. The administration contract was not approved at its December 3rd close session meeting because a Board member believed that, contrary to Section 10, Article C above, the Board had lost a quorum before a decision was made on the contract. In fact, a quorum was reached and business could have continued to be transacted, however the incorrect reading of the bylaws and the rules regarding quorum forced the Board to postpone the vote. After discussion of the proposed contract, (which had already been

approved by the Lake Merritt/Uptown District Board in closed session), Chris Curtis moved and Paul Grafft seconded that the New City America administrative contract for 2010-2011 be approved. Discussion included: Confirmation by Martin Ward that Andrew Jones will be full time (inconsistency in proposal needs to be cleaned up). Julia Sherwin presented extensive list of issues with proposal including clean-up items and why the contract exceeded the budget for personnel expenses by 43% ($41,500) for the DOA alone.

After a thorough discussion, the motion to accept the New City America administrative contract for 2010-2011 was approved by all present, (see attached roster), with Julia Sherwin voting no. The following is the roster of attendees and corresponding votes on the December 16th, 2pm conference call: Board Member 1. 2. 3. 4. JC Wallace Scott Stafford Laurie Berberich Paul Grafft Property Representing SKS Investments CIM Group 1000 Broadway Shorenstein Properties Metrovation City Center/Shorenstein Old Oakland Assoc. City of Oakland Calif Capital Clorox Cathedral Bldg. Marriott/CIM Property Owner Nailphoria Present Yes Yes Yes Yes Yes Yes Yes No Yes Yes No Yes Yes Yes Vote Motion 3 Aye Aye Aye Aye Aye Aye Aye Aye Aye Aye Nay Aye Vote Motion 4 Aye Aye Aye Aye Aye Aye Aye Aye Absent Aye Nay Aye

5. Chris Curtis 6. Carmen Santisteban 7. Martin Ward 8. Aliza Gallo 9. Mike McGuire 10. David Goodman 11. Andrew Brog 12. John Bruno 13. Julia Sherwin 14. Ke Norman

Minutes taken by JC Wallace, confirmed by Chris Curtis and Paul Grafft

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