Monday, 16 March 2009 14:35

Board Members in Attendance:  Tim McFlynn, Mike Kinsley, Frieda Wallison, Holly McLain, Brad Zanin, Bob Throm, John Clark, Rick Heede, Amy Doherty, (On phone: Emily Smith & Jan Martin).
Guest: George Newman, Pitkin County Commissioner


I.    Approval of  Past Meeting Minutes.
    Postponed until the next meeting, as Kathy was not present.

II.    Financial Report.
Amy reported there were no contributions to date for March.
March expenses were: $1,350 deposit to Media Brigade for the new website design; $87.50 in legal fees (water attorneys); and $30 to Joseph Grange (website design).
Amy will include the balance sheet from now on (see attached to these minutes).
We currently have a balance of $56,338.89

III.    Land Use Applications.
None.

IV.    Board Committees for 2009.
Land Use: Amy, Steve, Kathy, Rick and Frieda
Finance: Amy and Brad
Water: Sue Helm, Tim McFlynn, Chelsea Congdon, Henry Lowe, John Clark, Emily Smith
PR and Communications: Jan and Holly
Fundraising: Holly, Patsy and Bob
County Regulations Review: Jan, John Clark, Rick, Holly and Michael

Frieda brought up that more timely information is needed from the County if a request for land use approval is upcoming. George said the County website should be updated and we should talk with Jeanette for notification of new applications. The full hard copy of each application will still be mailed to Box 507.

V.    Spring Clean-Up Date.
Date: Saturday, May 16, in the morning.
Holly said people who can’t donate a lot of money could generously give of their time. George said Brian Pettit is a good resource for the bags, etc. This could be posted on the new website and a blast e-mail sent out about it.
Kathy and Bob Throm will be on the clean up committee, and will handle signs, etc.

VI.    Moon Run Summer Event.
June? Holly will report back to us on a good date.

VII.    By-Laws – Conflict of Interest.
The existing By-Laws have a broad provision about conflict of interest – the most critical of which was if someone had a financial interest. However, Frieda had been looking at an older version of the By-Laws. The most updated version was 4-08. Frieda and Michael drafted new language for this. Owning adjacent or nearby property is not a conflict in terms of ownership. We are trying to say no Board member with a conflict as defined can vote, but they may be part of the discussions. They must disclose the conflict. Just because you live next door, however, doesn’t mean you have a conflict. Discussion was held over what happens in the event of a violation of the provision. The current provision (from 4-08) is too broad.  


    The final language proposed for adoption at the next meeting was:

17.     No current Board member shall vote on or otherwise participate or attempt to influence or communicate directly with any other Board member on any pending or proposed matter in which s/he has personal, financial, possessory, ownership or beneficial interest other than the common public interest. No Board member shall vote or otherwise participate in a decision making process that affects an entity in which s/he has a direct financial interest or which any member of his/her family has a financial interest.

a) If any Board member is concerned that s/he may have a conflict, s/he should disclose the potential conflict and ask the Board to decide if it is a conflict under the standard set forth above.
b) A Board member who has a conflict may participate in Board discussions because s/he may have important history, background information or special expertise to offer. But s/he may not vote.
c) If a Board member is found to have violated this section of the By-Laws regarding a prior Board decision, the Board shall:
i.  Review its prior decision to determine if the outcome of the decision would change without that Board member’s vote.
ii. Determine if it should notify the affected applicant, public agency or other affected party.
iii. Consider removing the member from the Board for such period of time as the Board, in its sole discretion, shall determine to be appropriate.

Tim felt this would help people to disclose any potential conflict. If you own, or occupy, or a family member owns or occupies the property in question, then you should recuse yourself. Beyond that, it’s a gray area. You need to disclose and then the Board can decide. This provision is heavy on disclosure and light on disqualification.

At the next meeting we need to have the current (04/08) By-Law provision, and the new proposed language, and then maybe make a motion to amend the By-Laws.

Michael stated there is a misconception about what a conflict is…it is not an unethical situation. Jan asked should the person with the conflict be in the room for the vote. Frieda said it’s already a long, new provision, so we should use common sense. Tim clarified that since Caucus Board votes are public, the person with a conflict should be allowed to be present for the vote, so there is no need to put that in the language.

Another By-Law item Tim brought us for clarification, not for revision, is: Action without a meeting. For the Board to take action without a meeting, the vote does not have to be unanimous under Colorado law, but we have to get a written response from everyone (this can consist of a recusal, or abstention). Under State law, a nonprofit Board can’t take action without a meeting, without a response from everyone. If this ever poses a problem, the Board can call an emergency special meeting or ratify the action at the next meeting.

VIII.    Website.
Jan reported that Amy cut the check the week before for the new website design. The design will now take 3-6 weeks because during the delay in waiting for the vote, the designer received other work. There will be a bulletin board on the site and a Board member will police it.

IX.    Newsletter.
Jan met with Molly Child and she cannot spearhead the newsletter now. Jan asked for a volunteer – anyone who is a good editor or writer. She would like to have other people, not Board members, write pieces. Holly is doing a column, “Meet Your Neighbor”. Patsy will write an article. Suzanne Clark will write a story about the Clark’s bear break-in. Jan hopes the newsletter and website will be up and running by May. An announcement can be posted on the website for upcoming events too. Jan is comfortable with the new website. It should come in at the $2,700 price. We can add more bells and whistles if need be. Anyone is welcome who wants to jump in and help/advise….but it needs to be done now, not after the fact.

Frieda made a motion to adjourn. Bob seconded the motion.