DWELLING PLACE OF GRAND RAPIDS, INC.
EXECUTIVE COMMITTEE
March 1, 2016
MEMBERS PRESENT
MEMBERS
ABSENT
Larry Titley, Rick Stevens, and Bill Kirk
Annamarie Buller, Francine Gaston, Michael McDaniels, Renee Williams,
and David Byers
STAFF
PRESENT
Dennis Sturtevant and Cassandra Oracz
MINUTES
APPROVAL
Because of a lack of quorum, minutes for the Executive Committee will be
presented at the next Executive Committee meeting on April 19, 2016.
OLD BUSINESS
JOINT VENTURE
LIABILITY
EXPOSURE
BYLAW CHANGES
The meeting was convened at 8:06, by Larry Titley.
Mr. Sturtevant presented the opinion letter from Kuiper Orlebeke PC. In
his opinion letter, Mr. Orlebeke indicates the Master Development
Agreement with LINC does include provisions that provide Dwelling Place
of Grand Rapids with limited liability for the joint ventures. Using these
same documents with LINC, ICCF, and Genesis for the April tax credit
round should provide Dwelling Place with the liability protections the
Executive Committee was concerned with. The Master Development
agreement we previously used with LINC will also be used with the ICCF
and Genesis NPHC projects. Dwelling Place has the right to step in to take
control of the projects or pull out of the projects if there is any major issue
that might create negative points for future LIHTC competitions or other
negative impacts on Dwelling Place. Mr. Sturtevant also shared an email
from Carol Hubbard from Beene Garter, stating that the joint ventures
should not have any impact on our financial statements unless Dwelling
Place has to take over a project. Committee members present were
comfortable to move forward with the joint ventures. However, because a
quorum was not present Mr. Sturtevant was asked to contact the rest of
the Executive Committee to secure a unanimous consent electronically to
allow for our participation in these joint ventures.
The Executive Committee reviewed the Bylaw change recommendations
from Kuiper Orlebeke PC. Mr. Sturtevant recommended that the Bylaws
include all the counties included in our NeighborWorks charter. This
OLD BUSINESS
(CONTINUED)
change will be recommended to the Board of Directors at the next board
meeting. Mr. Titley stated that Dwelling Place may have proxies for the
Board meetings, but not the committees. The Executive Committee
discussed using proxies to count towards a quorum during the board
meetings. Mr. Sturtevant stated he will request Mr. Orlebeke to revise the
Bylaws for proxies being able to count toward the quorum at Board
meetings.
GRAND RAPIDS
FOUNDATION
Mr. Sturtevant reported on the Grand Rapids Foundation’s offer to provide
support to Dwelling Place for assisting donors to create charitable gift
annuities within our Advised Fund. This would be a service free of charge.
Mr. Titley stated the Grand Rapids Community Foundation is very
conservative and usually turns 30%-50% of the money over to the charity.
The only issue with this is that if the individual does live longer than
expected and the annuity runs out of money, the Dwelling Place fund
would be responsible for continuing the payments. The Committee
members felt the risk was minimal and the added service would be
beneficial. Since board approval is not required to use this additional
service, Mr. Sturtevant was asked to sign the agreement on behalf of the
organization.
PROCUREMENT
POLICY CHANGES
The Executive Committee discussed the procurement policy in regards to
large projects. Dwelling Place currently uses the policy for contractors and
architects. The Executive Committee discussed the appropriateness of
periodically reviewing auditors and insurance providers to ensure Dwelling
Place is getting the best value. Mr. Sturtevant has agreed to work on some
revisions to the current procurement policy to recommend to the
Executive Committee and the Board.
NEW BUSINESS
COMMITTEE LUNCH
COSTS
Mr. Sturtevant shared the cost of lunches for committees in 2015 as a
point of information. The total cost in 2015 for all committees was $1930.
The Executive Committee believes this is an acceptable amount for the
committee meetings, especially if it helps to ensure good attendance.
BOARD
COMPOSITION
Mr. Sturtevant presented the Executive Committee with the current board
make up. This will enable Dwelling Place to recruit Board Members based
on what the board composition needs. Mr. Sturtevant believes the board
needs some additional real estate development and finance experience as
this is our core business and an area where we may have the greatest risk.
Mr. Titley also suggested that we try to recruit some individuals with
human resource experience.
VOLUNTEER
MANAGEMENT
POLICY
Mr. Sturtevant discussed a volunteer management policy that is currently
being drafted. This policy will include four primary focuses including two
for site specific projects (one time only and ongoing), one for curb appeal
inspections and one for resident leadership development. The latter focus
is connected closely with the work of the new Resident Engagement
Committee that is in the process of being formed.
ANNOUNCEMENTS/
UPDATES
PROPOSED
The next Executive Committee meeting will be held on April 19, 2016 at
AGENDA AND NEXT 8:00AM. Steve Crandall will be in attendance to complete one phase of his
MEETING DATE
strategic planning effort by interviewing the Executive Committee as a
group.
ADJOURNMENT
Larry Titley adjourned the Executive Committee meeting at 9:13am.