Mendocino County Lodging Association

Mendocino County Lodging Association
Board of Directors Meeting
Wednesday, May 6, 2015
Baechtel Creek Inn, Willits, CA
MINUTES
Present: Jo Bradley, John Dixon, Renata Dorn, Roger Martin, Marcus Magdaleno, Susie Plocher, Raakesh Patel, Pauline Zamboni, Raakesh Patel,
Phone: Pam Amante, Marjorie Ashoff, Mitch Hokanson, Travis Orr, Mike Roemmler
Visit Mendocino County Inc. Staff: Erin Placido, Scott Schneider
Guests: Wendy Roberts, John McCowen
10 Needed for quorum: Quorum met with 14
1.
TOPIC
1. Call to Order at 1:09 pm
DISCUSSION
2. President’s Comments
3.
4.
Director Dixon provided an update on the
meeting of the BOS that took place yesterday
regarding the renewing of the 1% BID plus the
changes to the governance structure. Since
last meeting, VMC has met to discuss and
approve the 2015/2016 Marketing Plan and
the VMC/MCLA Contract Extension.
3. Privilege of the Floor
Pauline gave an update on the BID Advisory
Board Annual Report with copies that were
th
requested to be sent April 10 to the three
organizations chairmen. [Note: MCLA did not
receive the report.] The BOS discussed it and it
was unanimously approved with the public
hearing set for May 19.
Jo provided info on CA State Bill SB593 that
was discussed at the BOS meeting yesterday
regarding Air B&B and the taxes that are not
being collected by the County from these
lodging properties. Letters need to be sent in
ACTION
RESPONSIBLE
PARTY
REPORT/DUE
DATE
support of collecting these taxes. In Little River
alone there are over 100 with over 30 not
being legitimate. Supervisor McCowen
confirmed the BOS approved the letter on
consent.
4. New Business
a. Review and approval of
2015/16 Marketing Plan &
Budget
Scott Schneider provided an overview on the
proposed Marketing Plan and Budget that was
included in the Board packet. All committees
met and approved the components prior to the
distribution of the plan. VMC approved the
plan and budget at their last meeting on April
rd
23 .
The budget is similar to last year with no
current considerations of any assessment
increases at this time.
b.
Review and approval of
the VMC/Contract
Extension Document
Board would like VMC to continue to pursue
the gateway sign in Gualala.
Board spent time discussing the different
aspects of the marketing plan including
website, events, partnerships and PR. Scott
encouraged further continued discussion by
the MCLA board on a quarterly basis and
reiterated the plan being a “living document”
Director Rodriguez moves to approve the
2015-2016 Marketing Plan and Budget as
presented. Director Martin seconds. Motion
passed unanimously.
Director Dixon recommends the item be
tabled. There have been changes to the
document since it was distributed. A special
meeting would need to be held if tabled.
The intent of the document is to modify and
extend the agreement between MCLA/VMC
which expires in June. The changes follow the
17 point ad hoc committee document.
However, there is additional language
regarding the dissolution of VMC and should
liabilities be absorbed by MCLA. This added
verbiage, if kept by VMC, may need to be
reviewed by the MCLA attorney.
Director Dixon is proposing that MCLA’s
attorney review a final document before it
comes back to the board.
Board agreed to table the discussion and hold a
special meeting for approval once a final
document is complete.
Director Dixon reported that the section of the
4 point document relating to the CEO contract
has been completed and signed.
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5.
c. Possible Closed Session item:
Discuss in-good standing &
attendance issues for Current
Board Members
Director Dixon reported this will not go to
closed session. Closed session in only
permissible when it relates to personnel
matters or lawsuits
6.
Director Dorn read the bylaws relating to
lodging members being “in good standing”
Article 3.3:
A lodging establishment in MCLA is defined as
being in ”Good Standing” by being “current”
with all BID and TOT payments. “Current” is
defined as being not more than one month
behind in paying all BID and TOT payments as
required.
Payments are due 30 days after the reporting
month. Therefore there is a delay in reporting.
The County has been asked to provide an
updated report that includes info through
th
February. It will be available on May 8 .
In the process of reviewing the County report.
It brought up the question of Board members
whose names were listed on the report.
The Board discussed a policy to review
Directors on a quarterly basis. Board agreed
someone not paying the BID should not be able
to sit on the Board.
Supervisor McCowen suggested an ad hoc
committee speak with County tax collector
regarding setting up a delinquent notification
process/policy. Good standing verbiage should
be developed and formally incorporated into
the election procedure and bylaws for the new
governing board.
Scott Schneider to look at Sonoma, Napa and
other areas to compare policies in those areas.
What are best practices for reporting in other
counties?
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Director Dixon provided an update on the
attendance issue relating to Board members
absenteeism. The Board was reminded that
the bylaws stateArticle 4.6:
Board members are expected to attend
meetings of the Board and general
membership, and to carry out the policies of
MCLA as required. Any Board member who
misses four (4) of the last twelve (12) regularly
scheduled Board meetings may be removed
from office. If the Board decides that a lesser
number of meetings is required, any Board
member who misses more than 25% of such
meetings may be removed from office.
Board discussed forming a committee to
include Director Dixon, Director Zamboni and
Director Rodriguez to identify and develop a
plan and/or policy for moving forward. One
notice was sent back in April.
Recommendations will be brought back to the
June meeting.
Directors
Dixon,
Zamboni,
Rodriguez
Director Zamboni noted that there are several
directors who are chronically absent. 7 current
members have missed between 4 and 8
meetings this year. Marina Tavelli is no longer
a lodging rep and therefore can no longer be
on the board.
7.
8.
9.
10.
d. Discuss accurate measurement
of marketing ROI and
coordination with the County
Assessor’s office to help
gather information
5. Old Business
a. MCLA Board Election
Update
Tabled until June
Director Dorn provided an update. Election is
moving along smoothly. Nominees are:
Nominees & Auto Winners:
Fort Bragg - Lorie Reynolds, Seabird Lodge (W)
Little River- Jo Bradley, Dennen's
John Dixon, Glendeven Inn
Mendocino- Susie Plocher, Sea Rock Inn (W)
4
NCAL - Jason Hurst Harbor Lite
Ron Sieg, Garden Cottage
SC AL- Pia Walker, North Coast Country Inn
Pauline Zamboni, Victorian Gardens
IAL - Travis Orr, Indian Creek Inn (W)
Point Arena
Kevin Gallagher (W)
Ukiah
Suites (W)
Jitu Ishwar, Fairfield Inn &
Willits
Creek (W)
Jan Rodriguez, Baechtel
Committee to review a more up to date
delinquent report prior to final ballot counting.
Jerry Murphy, CPA states the final tally may be
th
ready by the 15 of May. As of today the count
is:
Total received = 110
Usable = 78
Invalid or incomplete = 32
b.
MCLA “Discussion”
Listserv Update
Director Bradley noted that the committee has
not met.
c.
Discuss the three legacy
topics and plan for
action for each:
1. Ad hoc MCLA
Marketing
Contractor
Committee
2. VMC Financials
Audit
Director Dixon reported that these items have
been on here for several months.
Director Bradley wishes to add the MCN item
to the June agenda
Board removed this from the agenda going
forward.
Board discussed writing a letter finalizing the
results of the item rather than having the item
go away without closure. Board would like a
Director
Dixon
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summary of findings.
Board requests a final report from the
committee. Deadline of June meeting.
3.
Governance Study
Review
Committee
6. Treasurer’s Report
a. Budget & Financial
Review
Director Zamboni hopes to complete what was
started. A 10 page document was distributed.
Board feels the committee is irrelevant at this
time. Attendance committee to discuss policy
surrounding requirements for being on
committees.
Director Magdaleno provided an update on the
budget to date. Documents were presented as
a part of the Board packet.
Director Rodriguez moves to approve the
treasurer’s report. Director Zamboni seconds.
Motion passed unanimously.
Board discussed what to do with overage
amount when new structure is put in place.
Board discussed changing the financial
reporting relating to the line item noting the
$81,000 “contingency” fund.
Directors
Dixon,
Zamboni &
Rodriguez
Director Zamboni reported that the BID
Advisory board has discussed the amount in
overage. This year’s BID report recommends
that MCLA adhere to certain parameters
regarding the amount in overage.
7. Full Board approval of 4/1
minutes
Director Martin moves to approve the minutes
with the added notes relating to the updated
attendance report. Director Patel seconds.
Motion passed unanimously.
8. VMC’s President Report
9. Next Meeting Time/Location
CEO report was disseminated
June 3rd – Coastal TBD Regular Meeting
Next Special Meeting will be announced via
email.
10. Adjournment
Director Bradley moved to adjourn at 4:09
6
MENDOCINO COUNTY LODGING ASSOCIATION ATTENDANCE RECORD AND ROLL CALL VOTES 2014-2015
Ashoff
Amante
Bradley
Cogdill
Dixon
I AL
FB
LR
GU
NC AL
ATT
RC
V
ATT
RCV
ATT
RCV
ATT
RCV
ATT
Dorn
S
C
A
L
RCV
AT
T
RCV
Gallagher
Hokanson
Ishwar
Magdaleno
Martin
Orr
Patel
PA
NC
AL
UK
I AL
MN
I AL
UK
ATT
RCV
ATT
RCV
ATT
RCV
ATT
RCV
ATT
RCV
ATT
RCV
ATT
JULY
Motion:
A
A
P
PH
P
P
P
P
A
P
P
P
A
AUGUST
Motion:
A
PH
P
P
P
P
P
P
A
PH
P
P
PH
RCV
SEPTEMBER
A
PH
Nay
P
nay
PH
Aye
P
A
PH
Aye
P
Aye A
P
Aye P
Aye
P
Aye A
Motion: Director Cogdill motions that any MCLA Board members currently representing MCLA on the MCPA who voted for the changes to the BID Ordinance at the last MCPA meeting
be replaced. Director Martin seconds.
Motion: Director Cogdill motions to have MCLA cease all future funding, representation and recommendations of the governance and marketing committee; Director Gallagher seconds;
AB
OCTOBER
Motion:
NOVEMBER
Motion:
PH
P
Nay
P
Aye
PH
Aye
P
P
P
Aye
P
Aye
PH
P
Aye
P
Aye
PH
A
Director Gallagher moves to create an RFP committee for soliciting bids, for scoring bids and for final bid review by the entire board. Director Magdaleno seconds.
Motion passed with 10 ayes.
PH
PH
PH
P
P
P
PH
A
PH
P
P
DECEMBER
A
P
Aye
P
Abs PH
Aye
P
P Aye
A
P
Aye PH
Nv
A
th
Motion: Director Martin moves to extend the cancellation of the contract with VMC until June 30 . Director Plocher seconds. Motion passed.
P
Aye
P
PH
A
A
JANUARY
Motion:
PH
A
P
PH
P
P
H
A
PH
P
P
PH
A
A
FEBRUARY
PH
A
P
P
P
P
PH
P
A
PH
P
PH
A
A
P
P AYE
A
PH
Motion:
MARCH
PH
N
A
Y
AY
E
PH
NAY
P
AYE
NA
Y
P
AYE
P
AYE
PH
AY
E
PH
NA
Y
7
A
Motion: Director Bradley moves to endorse the 12 points as written noticing that it is the first step and in a work in progress. Director Zamboni seconds. Motion passed with 9 yes
and 5 no.
APRIL
PH NAY
P
AYE
P
AYE
A
P
AYE
A
A
P
AYE A
PH
AYE P
AYE A
A
th
Motion: Director Martin moves to endorse all points in the ad hoc committee report dated March 20 as presented, knowing that refinements are ongoing. Director Hokanson
seconds.
AYE
AYE
AYE
AYE
AYE
AYE
AYE
Motion: Director Zamboni moves to have the MCLA board endorse the recommendations as presented by the ad hoc committee with the intent of extending the contract between
MCLA and VMC. Director Amante seconds.
MAY
Motion:
JUNE
Motion:
Plocher
M
N
AT
T
RCV
Rodriguez
Roemmler
WL
LR
ATT
JULY
Motion:
P
PH
AUGUST
Motion:
P
P
RCV
ATT
PH
PH
RCV
Tanti
SC
AL
ATT
Tavelli
Zamboni
SC
AL
FB
RCV
P
ATT
P
P
A
RCV
ATT
RCV
P
P
SEPTEMBER
P
Aye
PH
nay
A
P
Aye
P
Aye P
Motion: Director Cogdill motions that any MCLA Board members currently representing
Nay
MCLA on the MCPA who voted for the changes to the BID Ordinance at the last MCPA
meeting be replaced. Director Martin seconds
Motion: Director Cogdill motions to have MCLA cease all future funding, representation and
recommendations of the governance and marketing committee; Director Gallagher seconds;
Aye
AB
Aye
OCTOBER
P
P
PH
A
P
P
Motion: Director Gallagher moves to create an RFP committee for soliciting bids, for scoring
bids and for final bid review by the entire board. Director Magdaleno seconds. Motion
passed with 10 ayes.
8
NOVEMBER
Motion:
P
P
PH
A
P
P
DECEMBER
P Aye
PH Nay
PH
Aye A
A
P
abst
Motion: Director Martin moves to extend the cancellation of the contract with VMC until
th
June 30 . Director Plocher seconds. Motion passed.
JANUARY
Motion:
PH
A
PH
A
A
P
FEBRUARY
Motion:
P
PH
PH
A
A
P
MARCH
PH AYE P
AYE PH
AYE P
NAY A
P
AYE
Motion: Director Bradley moves to endorse the 12 points as written noticing that it is the first step and in a work in progress. Director Zamboni seconds. Motion passed
with 9 yes and 5 no.
APRIL
PH AYE A
PH
AYE A
A
P
AYE
th
Motion: Director Martin moves to endorse all points in the ad hoc committee report dated March 20 as presented, knowing that refinements are ongoing.
Director Hokanson seconds.
AYE
AYE
AYE
Motion: Director Zamboni moves to have the MCLA board endorse the recommendations as presented by the ad hoc committee with the intent of extending the contract between MC
and VMC. Director Amante seconds.
MAY
Motion:
JUNE
Motion:
9
Report to MCLA Board of Directors, Meeting April 1, 2015
Re: 2015 MCLA Board Election
Election Committee:
John Dixon
Renata Dorn
Susie Plocher
Jeremiah K. Murphy, CPA, Fort Bragg, has been selected to validate and tabulate the ballots.
Ballots will be returned directly to Mr. Murphy.
Timeline Review
The election process this year was delayed 10 days.
The time periods required by the ByLaws for members to submit Nomination Requests and Ballots were advanced proportionately.
It is the Election Committee's intent to make up the lost time by reducing the time allotted for the CPA to validate and tabulate the ballots from 4 weeks
to 3 weeks, putting the process back on schedule so that the new directors will be announced at the June meeting according to the ByLaws.
2015 Adjusted Timeline:
March 10th Nomination request forms mailed out.
April 10th Nomination forms due
April 17th Ballots mailed out
May11th Ballots due in.
June 3rd Results announced at the MCLA meeting.
July 1 New Directors' terms begin
Nomination Requests were mailed to the membership, and were posted on mcla.info on March 10.
An "MCLA Election UPDATE: Nomination Forms" was sent out on the list serve on March 12.
Forms are included below for your reference.
As of today's date, 3/29/15 the following nominations have been received:
Little River - Jo Bradley, Dennen's Victorian Farmhouse
North Coast At-Large - Jason Hurst, Harbor Lite Lodge
South Coast at Large - Pauline Zamboni, Inn at Victorian Gardens
Ukiah seat - Jitu Ishwar, Fairfield Inn & Suites
Willits seat - Jan Rodriguez, Baechtel Creek
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