MINUTES - Draft Full Board Meeting November 18, 2015 Historical Society of Central Florida Board of Directors Jeff Jakubik, President Orlando Federal Credit Union Chris Harne, Vice President Killgore, Pearlman, Stamp, Ornstein & Squires, P.A. Chairman Andrew Finkelstein called the meeting to order at 4:10 p.m. Mr. Finkelstein welcomed everyone and formerly introduced Attorney Justine Thompson Cowan, who is in attendance to ensure that we are in compliance with Board Policies and Procedures. Mr. Finkelstein informed everyone that, effective immediately, Mr. Mark Line has officially resigned as Board President. Barry Griffiths, Treasurer Seaside National Bank & Trust Board Members Present: Paul Allen, Jody Burttram, Thomas Cloud, Frank Cover, Jr., D. Michael Driscoll, Andrew Finkelstein, Nancy Gidusko, Barry Griffiths, Chris Harne, Jeff Jakubik and Luis Martinez-Fernandez D. Michael Driscoll, Secretary Aetna Guest: Justine Thompson Cowan, Esq., Cowan Consulting for Nonprofits, PLLC Thomas A. Cloud, Esq. Legal Counsel GrayRobinson, P.A. Staff Present: Sharon Early, Susan Omoto, Michael Perkins, Donna Spence and Pauline Thompson Lee Paul S. Allen, CPA, CGMA Saltmarsh, Cleaveland and Gund Approval of the Minutes Chairman Andrew Finkelstein presented the Full Board Meeting Minutes for August 12, 2015. The motion was made by Barry Griffiths and seconded by Andrew Finkelstein to approve August 12, 2015 Board Meeting Minutes. Motion carried. Jody Burttram Harbinger Capital Advisors LLC Ray Colado Commerce National Bank & Trust Frank Cover JPMorgan Chase Andrew Finkelstein, Greenberg Traurig, P.A. Nancy Gidusko Walt Disney World Company Mark Jones Orlando Health Luis Martinez-Fernandez, Ph.D. University of Central Florida Hilary Marx, CIA, CCSA RSM US LLP Peter Reinert Lowndes, Drosdick, Doster, Kantor & Reed, P.A. Kyle Shephard City of Orlando Giselle Williams JPMorgan Chase Financials Treasurer Barry Griffiths presented the detailed report of the Financial Statements ending July 31, 2015. He reported on the actual versus what was budgeted and that we are ahead of budget. The motion was made by Nancy Gidusko and seconded by Paul Allen to receive the Financial Statements ending July 31, 2015. Motion carried. Treasurer Barry Griffiths also reported on the annual budget for FY 2015-2016. Executive Director Michael Perkins reported that he is working closely with staff to reduce expenses. Legal Counsel Report Attorney Justine Cowan reiterated the importance of being in compliance with the Sunshine Law and Bylaws. She clarified the contents of the Standing Policies Manual to make sure the Board is operating in best practice. Ms. Cowan highlighted the Mission Statement, Board duties and role of the President. She also informed us that the Policies and Procedures that History Center staff prepares will impact the operation of the Board. The motion was made by Frank Cover, Jr., and seconded by Chris Harne to approve the Board Policies. Motion carried. Nominating Committee Report Mr. Frank Cover gave a detailed report about the nominating committee. He reported on the slate of candidates who are interested in joining the Board in FY 2015-2016. The potential Board members are Ray Colado, Commerce National Bank & Trust; Hilary Marks, McGladrey LLP and Giselle Williams, JPMorgan Chase. Full Board Meeting Minutes November 18, 2015 Page 2 The Board members agreed that the slate of candidates are a good match to be hired. The motion was made by Paul Allen and seconded by Thomas Cloud to approve the new Board members for FY 2015-2016. Motion carried. Executive Director’s Report Executive Director, Michael Perkins presented his detailed report. He reported that he contracted with BIGEYE, Agency to roll out the marketing plan. Mr. Perkins is in the process of finalizing the Exhibit Firm Contract and the next step is to reach an agreement before the County reviews the contract. With the assistance of Mr. Jessie Allen and the legal department, the RFP for Capital Campaign Feasibility Study is underway. Mr. Perkins will meet with Mr. Ajit Lalchandani, County Administrator, in a week to review the Exhibit Firm Contract. Mr. Perkins reported on the new admission pricing, which represents a significant savings for visitors to the History Center. The new pricing was effective on September 5, 2015. Old or New Business Mr. Perkins requested a signed Annual Conflict of Interest Certification from each Board member. An Endowment Match Memo was distributed and everyone was encouraged to contribute. The list of Board Meeting dates for FY 2015/2016 was distributed. Election of Officers Discussion took place about the nomination for the new Board Officers. The elected Board Officers for FY 2015-2016 are as follows: Mr. Jeff Jakubik, Board President Mr. Chris Harne, Board Vice President Mr. Barry Griffiths, Board Treasurer Mr. D. Michael Driscoll, Board Secretary The motion was made by Thomas Cloud and seconded by Paul Allen to approve the Board Officers for FY 2015-2016. Motion carried. Upcoming Events The upcoming events were highlighted, which included Retro Game Night on September 25, 2015; Smithsonian Day Live & 15th Birthday Celebration, September 26, 2015; Crealde Photography Opening, October 16, 2015; and Susan McCarthy “A Place We Knew Well” event and book signing on October 25, 2015. Adjourn The motion was made by Paul Allen and seconded by Chris Harne to adjourn the meeting at 5:40 p.m. Motion carried. Pauline Thompson Lee, Recording Secretary Approved as Read: Date: