Board of Directors Meeting 2/6/17

MINUTES Malik called to order at 9:03 PRESENT: Malik Turley, Jessica Oldani, Eric Young, Bob Amato, Alice George, Lindy Stockton, Jaime Leonardi, Sara Jane Abbott, Katherine Gotsick (staff)

Final Board Meeting of Chicago-Dempster Merchants Association Jessica moved to accept all items from the CDMA agenda (LINK TO AGENDA). Alice seconded. Unanimously passed.

Board Meeting of Main-Dempster Mile 501(c)(3) Ratification of Articles of Incorporation: Jessica moved to ratify the the Articles of Incorporation filed in December 2016, Eric seconded. Passed unanimously. Jessica noticed that Directors are out of date on the Articles, and noted that they would be updated with the next Annual Report. Ratification of Bylaws: Alice moved to ratify updated Main-Dempster Mile Bylaws, Eric seconded. Passed unanimously. Election of Officers: Lindy moved to accept the officer slate as presented, Eric seconded. Passed unanimously. Point of Order: Jessica asked for a correction on Section F of the agenda. Some of the things in that section are just authorizations for procedures, and can be authorized today, and asked that we add an item to ratifications of Policies under Section E and D of the Agenda, wherein we officially apply for tax exempt status under section 501c3. All present agreed to this correction and addition. Consent Agenda: Jessica moved to accept all the items under the consent agenda, Jaime seconded, passed unanimously.

Adoption of Policies: Bob moved to accept all of the policies under Section E, Sara Jane seconded, passed unanimously. In section F, Alice asked for discussion on Item B, Open Meetings Act. Malik updated that we were given the prior direction to comply with the Open Meetings Act. She listed some of the items included in that direction. Since then, our attorney Shawn Jones researched whether this was the case and researched the topic. He believes that we do not have to comply with the act. Malik explained the debate – since we are mostly tax funded, we have an ethical obligation to be transparent. Alice explained that she is excited to have more robust email discussions in between committee meetings. She suggested we put the Board Meeting dates and locations, and put the minutes in it as well. Bob suggested that we put it on Facebook as well. Malik suggested we DEFINITELY put it closed facebook group. Jessica suggested we create a Transparency Policy that goes in our manual. The test is a broad stroke of discussion versus action. Discussion is okay to be less transparent, Action needs to be transparent. QUESTIONS: Will there be a problem if we discuss items for a Consent Agenda ahead of time, like Exec Committee did for this Board meeting? If we notify them for “action” meetings, is it cool to exclude them for “discussion” meetings? Malik also asked that we make sure this is all included in our negotiation with the Implementation Agreement with the City of Evanston. Next step is to draft a Transparency Policy with our Attorney. Katherine will follow up with Shawn Jones. Jessica asked for a determination on Agenda item F, section B – we need to remove “Open Meetings Act” from that language but keep it the same. Jessica suggested we vote that we’re not subject to the Open Meetings act UNLESS we agree to it in our Implementation Agreement with the city. Malik suggested we remain compliant with Open Meetings on any in-person meetings, but allow ourselves to do email discussions. Katherine disclosed that she does not currently include Dave and Johanna on Board emails. Malik and Jessica let her know that Katherine needs to include the Dave and Johanna on Board emails that are meant to include the entire board. Pursuant to this discussion, Jessica suggested that we specifically disclose that our attorney has determined we are not beholden to the Open Meetings Act, we will take that fact into account and regardless of that fact, we will continue to post Agendas and Minutes publicly and indeed, will go further toward encouraging public attendance at our meetings by posting them in our newsletters. We will continue to meet in public, ADA-compliant places, and additionally, will publish an Annual Report that we print and hand out at the Annual Meeting. Alice made a motion to accept all items in Agenda Section F, as amended in these minutes, Bob seconded, pass unanimously. NEW BUSINESS: Budget – at the February committee meetings, we will finalize recommended budgets so that we can submit an “almost final budget” to the Economic Development Committee of the City.

Candidate Meet & Greet – it has been suggested to Malik that we hold a Candidate Meet & Greet. Malik suggested that a viable alternative is to promote other meet & greets. Alice suggested that we put an item in the newsletter about “here’s who is running (links to their websites), here are the meet & greets that we know about, if you have questions, post them in the facebook page” Second Quarter Meet & Greet should be a “Meet Your Alderman/New Mayor and tell them what you want from them” event. Alice updated the 2017 Mural Project, the fact that we’re meeting with groups that could manage the whole process. She asked for a straw poll on whether we like artist-led murals vs community murals. Eric says he likes a mix. Jaime agreed. Jessica suggested a preponderance of artist murals and a couple well placed community murals. Malik suggested that there be a “Community Art” spot, where a mural lives that changes every X number of years. Alice suggested that it be the Greenleaf viaduct. Eric mentioned the Autobarn robbery. Katherine has been in touch with Peter Hett, Autobarn operations, and is trying to figure out a way for him to share details on the robbery so that other merchants can be on the lookout. Lindy mentioned an incident over the holidays where she was uncomfortable about a man who entered her store. Turns out he was the same man that robbed Vogue Fabrics later that night. The Committees agreed to change several of their meeting times in order to accommodate a speeded up budget approval process. Placemaking is at 2/13 3:45 at Sketchbook, Marketing is meeting at 2/15 at 9am, taking the place of the 21st. Exec Committee is meeting on 2/24, budget will be presented. Governance/Audit is moving to 2/27 at 2:30pm for final oversight with regard to finances. It will meet at Hip Circle to accommodate numbers. Next Board meeting is Monday 3/6, usual time and place.