PYC Board Meeting Minutes - June 27, 2015 OPENING: The June 27, 2015 Board Meeting of the Pentwater Yacht Club was called to order by Commodore Skip Barnes at 8:30 a.m. at the club. PRESENT: Commodore Skip Barnes, Vice Commodore Doug Nelson, Secretary Nancy Ceton and Treasurer Kathy Hamilton. Board Members present, Phil Ceton, Doug Crossman, John Grant, Brad Davis, and Marsha LaHaye, past commodore. Not present: Rear Commodore Russ M., Board Members, Bill Walker, Valerie Bass, Andy Noble, and Gary Nicholson. Additions to Agenda: There were no additions/corrections to the Agenda other than Gary Rasmussen, from accountants Brickley DeLong P.C., was changed to be the first speaker at this meeting. Skip also stated that the agenda states to “approve March Minutes” – it should have read “May” Motion was made by Doug N. to approve the corrected agenda and seconded by Doug C . – vote taken, passed unanimously. Annual Accountants Report: Gary Rasmussen began his informative report by stating the club is in good shape. He stated he was very happy upon learning PYC is emphasizing the need to record “member” or “non member” participation. Gary’s pass outs were explained with examples and were readily understood; Gary was impressed with the membership increase (dues) plus the liquor sales over the prior year. Gary covered how the club needs to continually watch certain areas, ie – cannot advertise or promote any political segment or it will affect our non-profit tax status. Discussion ensued about the proposed Centennial Fund with Gary stating, in concurrence with Larry Konopka, that because any resulting taxes would be paid out of the endowment itself means there would not be an endangerment to the club’s non-profit tax status. Secretary’s Report: Nancy asked for a Motion to approve the May 2015 Board Meeting Minutes with one minimal correction (word “it” on page 2 for Club Appearance) Motion was made by Kathy with second being made by Marsha; vote taken was unanimously in approval. Nancy did a brief recap of two thankyou notes – one from the Lakeshore Parrot Head Club and the second from the Sustainable Small Harbors Team for the recent charrette. Treasurer’s Report: Kathy passed out her monthly report to attendees; there were no questions. Kathy advised the Finance Committee had met. Kathy explained that there was a problem with the Michigan Liquor Control Commission due to the club having to change bank accounts (Huntington closed – club (Treasurer’s Report) transferred to Shelby State Bank). Liquor is purchased and payment is ACH/EFT – the information wasn’t submitted regarding the change in banks which resulted in the MLCC contacting PYC. The situation has been corrected but we may have to pay a fine of $50.00. Kathy also mentioned club credit cards -- previously Kathy reported Dick Johnson’s card for Building & Maintenance had been fraudulently used by someone in Detroit. She has been going back & forth with the card issuer and will be cancelling that card. The club will apply for cards from the local Shelby State Bank. Commodore’s Report: Skip stated the Flag Officers/New Members Cocktail Party was a great success. Many members were very complimentary of the club appearance, the food, the fellowship, and Skip thanked Chris and her committee for all their hard work. The Past Commodores and Distinguished Members Lunch also was a fun event, there were three life members in attendance. Skip advised the club has an insurance claim in process for the freezer (loss of food). Skip has been talking with the insurance company and was assured that if the club furnishes a list of the lost food and an invoice for the repairs a refund is highly possible. Skip reminded everyone to attend the club’s 80th Anniversary party tomorrow. Skip ended his report by advising the Back From the Mac event is on track and mentioned that the volunteer signup sheet is prominently situated on the club stage. Vice Commodore’s Report: Doug reported that Wednesday basket nights continue to be extremely popular – last Wednesday showed 140 baskets sold! Doug also stated regular dinners are increasing nicely. There’s still a struggle with overtime but he advised that Lydia is back assisting John which should help with overtime. The food expense is up due to the rise in food costs – John has been planning specials around “sale” items. The club has shortened the menu on Sundays to help reduce costs and will probably also shorten the Monday menus. Bar sales remain high. In regards to the unpaid canopy repair invoice Doug said he had sent a letter to the repair company detailing the four areas where we had requested repair were not completed; there’s been no reply received. Rear Commodore: Russ was not in attendance but Skip did comment we would all agree that the Thursday Night Dinners are going along great, that they are a very popular event with members. The next one is American Comfort Food headed by Bill and Kathy Ribbens. Centennial Fund: Larry Konopka presented the board with a printed outline for the fund; he gave thanks to Jeff Hoenle along with Chip Gwillim and Buzz Graettinger for all the effort expended. Larry explained that the concept of the project was approved back when Marsha was Commodore. Larry advised that contributions to the fund are not tax deductible—lifetime donations and gifts from Members or testamentary gifts through the Wills or Living Trusts of deceased Members. –Memorial gifts from families or friends of deceased Members – gifts from corporations/ business entities or foundations associated with PYC members – Special fund raising projects or campaigns sponsored by the Club or by the Centennial Fund Committee – any other source of funding or non tax deductible property donation which is acceptable to the Centennial Fund Committee and is consistent with the purposes of the Fund. The fund would be established and used by PYC for its own designated purposes: Capital projects (new construction/expansion), Major repairs/replacement of facilities/property, Funding – new club projects/programs, Loan assistance to the club to cover extraordinary/emergency financial needs, and Other worthwhile purposes as determined by the PYC Centennial Fund Committee and approved by the PYC Board of Directors. Discussion was held regarding fund management, powers and duties of the fund committee, distributions from the fund, investment policy and procedures of the fund, policy regarding borrowing from the fund, encumberance of fund, expenses of the fund, adoption and amendment of the fund charter, termination of the fund, severability, and liability and indemnification. Further discussion was the conflict of interest policy, periodic reviews and use of outside experts. Larry explained it will take PYC years to build up the fund; up to $25,000 funds would be held in an insured account at a local bank. When the total is over $25,000 it would be transferred to a mutual fund. Once the total exceeds $250,000 a financial advisor would be brought in for professional investment advice. Larry stated that the Centennial Fund would be shown on the club’s books as a restricted capital account, not as a separate legal entity. Larry stated he would want the formation of the Centennial Fund brought to membership at the next annual meeting. Skip asked for clarification of the page four, E-Distribution from the Fund, #4 description – discussion ensued and it was agreed that an example should be created by Larry and Jeff. Larry stated that the Centennial Fund committee would do the “legwork” then submit recommendations to the PYC Board for approval…any project for the fund would need approval/disapproval from the Board. Skip stated the creation of the Centennial Fund Committee requires a By-law change and asked that Larry contact Dave Roseman to include the new committee in the by-law agenda for the annual meeting ie “Centennial Fund Committee” listing duties and responsibilities. Larry stated that perhaps the By-law would be the appropriate place to state the supremacy of the PYC Board over the fund. Suggestions were made to email general membership with notice that a copy of the Centennial Fund would be available on the website and/or at the club bulletin board. John Grant and Larry Knopka, both attorneys, agreed that the creation of the Centennial Fund Committee is a By Law change which requires voting by general membership at the upcoming Annual Meeting. They suggested that the Board use the Annual Meeting to inform membership that the fund is the direction the Board is going – it would be an opportunity for questions from membership. This would allow the Committee to continue working on the Charter without time constraint. Larry also stated that he would also be amenable to hold small seminars to answer any questions from membership. John and Larry agreed to meet the following Wednesday at 7 pm at the club regarding the charter and indicated it was open to all board members to attend. Committee Reports: Apparel: no report but Kathy did advise the reports show the store is doing great. Building/Maintenance: Dick advised several smaller projects were completed – more halogen lights replaced with LED, a new drain stopper in women’s restroom, painting touchup, grass cutting/edging as needed. Dick advised that weed control is underway. The smoking area concern will not be worked upon, for any effective barrier would be unattractive plus actually become a restriction to the North Docks. Club Appearance: Lisa advised a donor has approached the committee to offer to underwrite the Ship Store Sign, details to be worked out. Lisa stated we need a process for such an offer – plus classify some projects as ideal fits for future underwriters. Lisa questioned how the club should advertise that it’s definitely open to such opportunities to donate for an approved expenditure -- an article (wish list?) in the newsletter, word of mouth, email message? Skip stated the newsletter is in process and that Lisa may want to include an article acknowledging and thanking the donors, Anne and David Kirkland, for their generous donation….could also include other projects that people could consider. It was mentioned that Ron Beeber & Amy LaBarge also donated the new tv and it would be appropriate to include them in the article. Lisa updated everyone on approved projects underway – large bulletin board for South wall being done by Gene Davison (Artisan Center) should be done by early July, next additional lighting in dining area – the 12 (warm light) recessed LED fixtures should be installed by Blackmer Electric on July 6th. Lisa ended her report by reviewing the proposed interior projects to be done as “funds allow” – upgrade interiors of ship store, and upgrade interiors for both women’s and men’s bathrooms and last, the replacement of the bar window shades ---Hunter Douglas was best of the quotes received for vinyl rollers. Finance Committee: Rita stated Doug did a good report regarding the overtime and that the committee will continue to watch overtime situation. There have been some unusual repair bills so many projects will need to wait until the end of the season for review. Also, when outside events are held at the club the multiplier used is currently food cost x 3 for the price to charge – but this hasn’t been working out when a review was completed. There is monitoring being done of this ratio and the outcome will be reported in the future. House Committee: no report Membership: Chris reported that at the Flag Officers/New Members Cocktail Party 14 new members were introduced; there were 7 new couples who weren’t able to attend. In attendance two families, the Bennett Family and Don McCall and his granddaughter, enjoyed a sail with the LaHayes during the Summer Sailstice program. Chris indicated there is interest in name tags. Doug N. stated he would check into the cost involved to see if it could be a part of a new member’s packet, or, if cost prohibited, members may have to pay for them. Brad mentioned a yacht club he visited had pegs (A-B-C, etc) where each member had a plastic name tag (where you slide the name in) on a lanyard which would be hung on a peg. Chris then gave her apologies for not removing a few adult children (college students) from the data base – she will send letters out but asked for help from the Board to explain the phrase “at first opportunity” (regarding their applying for membership with no initiation fee) Discussion resulted in where should the child turn 21, or 25 (intermediate) or graduates, he would have until April 1st of the following year to apply and have the initiation fee waived. Chris ended her report by advising there are 56 people on the club waiting list. Regatta: no report Planning: no report Social: Margot advised that the PYC 80th anniversary/birthday party will be held tomorrow and hamburgers, hot dogs, chips, and other goodies will be served for only $2.00 but anyone born in 1935, or before, won’t be charged any fee at all. Also coming up is the Ice Cream Social scheduled for Friday, July 3rd before the Pentwater Fireworks. Another ice cream social will be held during Pentwater Homecoming and then the MSU vs UofM party. Stations: Doug advised that the committee with other members of the club repaired/repositioned the docks in the South Basin –Doug expressed his appreciation to Patterson Marine for the use of its workboat in the process. Doug concluded his report by saying the majority of dock repairs are completed, that the docks are very stable, but there are a few minor repairs still needed. Unfinished Business: Skip brought up the parking lot – Skip indicated that it was understood that we would not do any repair this year. Skip recommended the project be sent to Finance and to Planning. We need to get a price for resurfacing and lining it – the lot is in several “pieces” and requires a schematic. Skip asked if Dick could contact Rieth Riley (company who resurfaced Chester St) –our project would be a capital expenditure with the earliest date being next Spring. Dick agreed to contact Rieth Riley. The front dock project is slated for Fall. New Business: none Member Concern: Chris Conroy asked if the club was going to have a float entry in the Pentwater Homecoming Parade. The parade will be held on August 15th, 2015. Suggestions included a trailer with a sunfish with flag officers sitting in chairs; Kathy stated her husband, Steve, drove the trailer for the 75th and would be happy to drive this year. Skip asked that the project be given to the Social Committee to co-ordinate it. It was agreed that an email should be sent to general membership asking if anyone would like to volunteer to be in charge of the float. Adjournment: There being no further business a Motion to adjourn was made by Kathy at 10:31 and seconded by Doug C. Vote taken passed the Motion unanimously. Respectfully submitted by Nancy Ceton, Secretary.