VLPNF Special Initial Board Meeting Minutes - February, 2023
MINUTES OF FIRST MEETING OF BOARD OF DIRECTORS
OF
VISTA LAS PALMAS FOUNDATION, a California corporation
______________________________________________________________________________
The Directors named in the Articles of Incorporation of the above named corporation, constituting the Board of Directors of said corporation, unanimously adopt the following resolutions at the first meeting of Directors at the time, on the day and at the place set forth as follows:
TIME: 4:30 – 6:00PM
DATE: February 28th, 2023
PLACE: Kaptur Plaza Executive Suites
650 E Tahquitz Canyon Way, Suite 2
Palm Springs, CA 92262
and
Microsoft Teams meeting
Meeting ID: 251 886 568 348
Passcode: xFJ49g
There were present at the meeting the corporation's directors: KERMIT FERRER, PATSY MARINO, CHRISTY McMILLIAN, KEVIN COMER, VINCE TAVANI and JOE VASSALLO. No Directors were absent. A Quorum was declared. Also present: GUSTAV SWANSON.
On the motion and by unanimous vote, the following named persons were elected temporary Chair, Vice-Chair, Treasurer and Secretary of the first meeting:
Temporary Chair: KERMIT FERRER
Temporary Secretary: JOE VASSALLO
ARTICLES FILED
The Chairman stated that the original Articles of Incorporation of the corporation had been filed in the office of the California Secretary of State in Sacramento. He noted the filing date and number as follows:
November 16, 2022 Filing No. 5317859
BYLAWS
Eve Fromberg, Esq. acting as Corporate counsel presented the By-Laws to the Board of Directors via email on February 24th, 2023. The By-Laws were distributed to Board members on February 26th and the Board of Directors voted to approve and adopt on at the February 28th, 2023 Board meeting.
ELECTION OF THE BOARD OF DIRECTORS
The next matter considered was the election of the Board of Directors. The following people were elected to the board of directors for a term of one year:
KERMIT FERRER
PATSY MARINO
CHRISTY MCMILLIAN
JOE VASSALLO
KEVIN COMER
VINCE TAVANI
ELECTION OF OFFICERS
The next matter considered was the election of officers. The Chair stated that these would include a Chair, a Vice-Chair, a Treasurer and a Secretary. The following persons were elected to the offices indicated after their names:
Office Name
Chair KERMIT FERRER
Vice-Chair PATSY MARINO
Treasurer CHRISTY MCMILLIAN
Secretary JOE VASSALLO
Each officer so elected being present accepted their office, and thereafter the Chair presided at the meeting as Chair and the secretary acted as secretary of the meeting.
PRINCIPAL OFFICE LOCATION OF CORPORATION
After some discussion, the location of the principal office of the corporation for the transaction of the business of the corporation was fixed pursuant to the following resolution unanimously adopted, upon motion duly made and seconded:
RESOLVED, that the location of the principal office for the transaction of the business of this corporation, until changed by subsequent resolution of this Board, shall be as follows:
1717 Vista Chino, Suite A7-252
Palm Springs, CA 92262
OTHER MATTERS
VLPF
The Board agreed on the need to file for a dba for the VISTA LAS PALMAS NEIGHBORHOOD FOUNDATION to also be known and represented as VLPNF. This will allow the Corporation to use the VLPF for communication, accept donations written out to the VLPNF and other business matters. The Secretary will complete and submit the application for the dba.
CONTRACTORS
The Board approved the hiring of the following contractors:
Legal: Fromberg Edelstein Fromberg
2825 E. Tahquitz Canyon Way, Suite D-1
Palm Springs, CA
Office 760.320.2804
Counsel: Eve Fromberg
Accounting: Thomas E. Vineyard & Associates
72650 Fred Waring Dr., Ste 201 Palm Desert, CA 92260
T: (760) 346-9729 | F: (760) 340-3384
Accountant: Andrey Shishmakov
These will remain in place unequivocally and can only be replaced by a unanimous vote by the Board.
TREASURY
Christy McMillian to follow up with Accounting Firm to complete FTB filing and IRS filing.
Christy McMillian to establish new QuickBooks account for VLPNF.
Christy McMillian to set up appointment for the establishment of a new bank account at Chase Bank, PS. New bank account will have signature for Chair, Vice-Chair, Treasurer and Secretary.
Discussed all new donations must be made to Vista Las Palmas Neighborhood Foundation (VLPNF) for checks, credit cards, Stripe and PayPal.
INSURANCE
Kermit Ferrer has submitted application for new VLPF Liability and D&O Insurance policies to current carrier: State Farm Insurance.
SPRING SOCIAL
Confirmed Spring Social for March 2nd VLPF 4:00-6:00pm weather permitting. RSVP’s: 111 to date. Caterer secured. Insurance provided by caterer. Speakers: Kevin Comer – VLPF Announcement/VLPNO Dissolution; Christy McMillian – Tiered VLPF Donation Levels & Benefits and Volunteer Events: PS Animal Shelter and The Center Food Drive; Patsy Marino – Special benefit of the $1,000 donors (For details see FUNDRAISER section).
Board discussed and agreed on the introduction of:
Butterfly Donation Level @ $1,000 per household to include Special Events benefits and
Friends for VLPNF membership for non-resident donors (to be added and specified in the new By-Laws)
FUNDRAISER
Goal = $20,000
20 Households @ $1,000
Pasty Marino is coordinating Spring 2023 Fundraiser Benefit Event
Special E-vite to be sent out
Special Event: Cody Art House Cocktail Party
March 16, 2023
Attendance set @ 40 guests
Cody Family House 1952
Temporarily installation activated by Modernist Gallerist Peter Blake includes art from the light in space movement with historical and current day artists.
Speakers: Brooke Hodge, architecture and design curator and Peter Blake.
COMMUNICATIONS
Discussed transition from VLPNO to VLPNF website. Christy McMillian will oversee that transition and potential redirection of old to new website.
ADJOURNMENT
There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, the meeting was adjourned.
Chair
________________________________
KERMIT FERRER
Attest:
______________________________
JOE VASSALLO
Secretary