Denver INC Executive Meeting Minutes
February 8, 2016
Epworth Foundation/Methodist Church

Attendance:
Board: Larry Ambrose., Ray Ehrenstein, Bibi Alexander, JJ Niemanm, Meg Schomp, Maggie Price, Darcy Wilson, Dave Stauffer, John Riecke
Committee Chairs: Joel Noble, Joanne Kuemmerlin., Jane Lorimer., Margie Valdez
Guest: Steve Nissen

Meeting called to order at: 6:36pm

Minutes
Meeting minutes for January 11 EC meeting were approved unanimously

Treasurer’s Report (see separate report) – Total funds – $32,812

We had a very lovely welcome from Sr. Pastor Jeff Kanost. The church provided snacks and helped us begin the meeting with a cheer for the Broncos.

Denver INC Executive Board Elections
The board discussed the interpretation of the bylaws changes adopted in early 2014 pertaining to a revised term length from one year to two years, revised number of terms that could be served (from two to three) and the beginning of staggered terms. The bylaws adopted included an amendment which is now unclear to some about what was meant by what was eventually codified in the bylaws.
The heart of the question is…
Does this Article count all previous terms served as part of the total number of terms served?
Or
Does this Article count only the current term served by the board at the time of the bylaw change as part of the total number of terms served?

ARTICLE VI. — OFFICERS
A. Officers. The body of officers shall be called the Board of Directors
1. Officers of INC shall be: President, Vice President, Secretary, Treasurer, and five (5) Delegates-at-Large.
2. Officers shall be elected for overlapping terms at the Annual Meeting by the Delegation for no more than three (3) two year terms or until their successor is elected.
3. To implement this change, the president and secretary will be elected for a two- year term in 2014. The vice-president and treasurer will be elected for a one- year term in 2014. Following the 2014 election, the president and secretary will be elected for two-year terms on odd numbered years and the vice-president and treasurer will be elected for two-year terms on even numbered years.
Current terms served prior to the Bylaw changes do count toward the three consecutive terms that can be served.

In Roberts Rule of Order, it’s the assembly of the organization that must decide how to interpret in cases of such confusion.
Topic 2: Articles of Incorporation – Amended
These are filed with the city and represent part of our foundational documents for the Denver INC.
Please see the attached document for proposed changes which update the original document. The updates were prepared by Greg Kerwin.

JJ Niemann made the motion to bring the amended version to our Delegation for a vote of approval. An amendment was accepted to change -the 2nd Article IX to Article XI to permit consistent numbering and to explore under Article X whether or not INC’s presentation of position statements are in violation of IRS 501(c)3 Regulations..
Motion: 1 abstains – 7 for – 0 against. Motion passes as amended and upon feedback about Article X. Note: This presentation to the Delegation will have to be in March or later in order to give the required ten day notice about a voting matter to governing documents.

Pending Bylaw Changes
Larry announced that the meeting planned for February 16 to address edits to INC’s bylaws proposed by Steve Nissen was deferred until after the election and to hold a general review of the bylaws versus just proposed edits. Volunteers for that committee: JJ Niemann, Margie Valdez, Jane Lorimer, Larry Ambrose

Bylaws Revisions Still Outstanding
The Board agreed to table three bylaws revisions not yet voted upon following notification and/or explanation to members. These revisions will be reconsidered when general bylaws review is done later in 2016.
1. 2014 – pertaining to establishing names of committees – Operational and Special Interest Committees
2. 2015 – pertaining to Board voting outside of meetings
3. 2016 – pertaining to changing membership from annual to rotating

Marijuana Industry Representative Has Reached Out To INC
Marijuana Industry Lobbyist,Denis Berckefeldt, reached out to Larry Ambrose to ask if we have recommendations about how marijuana businesses can be good neighbors. Margie represented INC at the Task Force meeting recently where 18 of the 20 representatives were from the marijuana industry. From that meeting we learned that Ashley Kilroy went to council and requested a 2 year moratorium on new marijuana businesses. Ashley will present at the next ZAP meeting to discuss how to make appropriate changes to the marijuana code.

Other ideas: Creation of good neighborhood agreements to help your neighbors better interact with the stores, the establishment of an endowment by the marijuana industry for neighborhood causes and to help address citywide issues such as homelessness, perhaps survey our members once key issues were identified.

No-Fee membership for Westwood RNOs and/or Sun Valley RNOs
Membership Chair, JJ Niemann, requested fees waived for two RNO’s who do not collect member dues and who want to be members with INC but have no funding. Two EC members agreed to sponsor these two RNO’s at the Standard member rate: Westwood & Sun Valley.

Letter to City Regarding Drainage Meetings
Larry presented his draft of a letter to request a seat at the table when Blueprint Denver & Urban Drainage meetings occur. Mrs. Sarah Showalter says no work has been done, it will be decided by the Mayor, and there is an intention to include an INC delegate. The EC agreed with the contents of the letter if we remove the last sentence of the fourth paragraph.

Joanne Kuemmerlin’s Working Agreement
Joanne has not received the kind of feedback she was expecting and has not completed the work agreed to in our contact with her. She recommends we cancel this agreement for several reasons – the main one is the Board and organization are in flux and this project may or may not continue to be of value until INC is stable again. She is not planning to invoice for any of the completed work to date. The Board agreed to dissolve the contract.

She suggested we do make the position descriptions (key responsibilities) available for future Board members. The EC agreed to this task . She set a deadline to submit a draft job description by February 28.

Future Meetings
The next three INC EC meetings are at Daniels Fund Building at 101 Monroe (March, April, May) It was suggested that EC meetings rotate quarterly between Daniels, SWIC and Epworth Church.

Montclair Rec Center in Lowry is the delegate meeting location for March. The normal fee for the facility has been waived by the Parks Dept.

Meg agreed to seek a DPS location for April
JJ will check with Merce to see if we want to have the next Safety Expo at North HS

Dinner Follow Up
Actual dinner income is now projected to be under $2000. Larry suggested we donate a sum of money to MHCA since we did not have to pay Andrew Romanoff to emcee our event. Meg Schomp made a Motion to donate $250 to the Mental Health Care of America (MHCA), 2nd – Ray Ehrenstein and passed without exception.

To be determined: where any net profits of the dinner (minus the $250 donation) are to be deposited – ie to Charitable Works account or general INC fund.

Committee Reports
Public Safety & Educations are partnering for a joint meeting and DPS will present at our next delegate meeting.
Transportation – Denver is forming a Vision Zero coalition to reduce fatalities and injuries from transportation. INC will co-sponsor. This is part of the transportation platform.
Parks & Rec – Wrote a letter requesting a stay to investigate the drainage situation for Park Hill Golf course and the Cole Neighborhood.

Adjorned: 8:25pm