8.17.11 – WTA Board Meeting Minutes

WTA Board Meeting
August 17, 2011
11:00AM – 4:00PM
Red Lion Seattle Airport
Meeting Minutes

A meeting of the board of directors (“Board”) of the Washington Tourism Alliance (“WTA”) was held at 11:00 a.m. on August 17, 2011 at the Red Lion Seattle Airport.  Initial founding board members in attendance included Sandy Ward, Tom Norwalk, Jane Kilburn, Monique Trudnowski and George Schweitzer.  Newly elected board members in attendance included Andy Olsen, Duane Wollmuth, Frank Finnernan, Darrell Bryan, Cheryl Kilday, John Cedergreen, John Bookwalter, Kevin Clark, Karen Stebbins, David Bauermeister, Donna Cappa, Tammy Blount, Dan Moore, Diane Schostak and John Cooper.  Newly elected board members Christina Pivarnik and Brett Wilkerson were absent.  Suzanne Fletcher and Kathryn Hedrick were present as staff.  Greg Duff, legal counsel to WTA, was present as a guest.

Outgoing President/Chair and founding board member, Tom Norwalk, convened the meeting at 11:05 a.m.  Kathryn Hedrick acted as secretary.

  1. Introductions
    1. Board members and WTA staff introduced themselves.
  2. Opening remarks
    1. Tom Norwalk reviewed the history and creation of the WTA.
    2. Frank Finnernan thanked and congratulated the founding board, expressing that everything would have disappeared had these people not stepped up.
  3. Board Orientation/Governance
    1. Tom Norwalk explained that the Board’s Executive Committee will develop a code of conduct for Board members.
    2. Greg Duff reviewed the legal expectations of all Board members, the need to consent to receive electronic notice and the need for a conflict of interest policy in the form circulated among the Board members (a copy of which is attached as Exhibit A).
    3. Greg Duff next presented three proposed resolutions to (1) approve, confirm and ratify the prior actions of the initial Board members; (2) authorize the WTA to seek formal tax exempt status from the IRS; and (3) adopt a conflict of interest policy in the form circulated among the Board members.
    4. Frank Finnernan moved that the three resolutions presented by Greg be adopted. Darrell Bryan seconded.  Duane Wollmuth requested discussion on the first resolution before a vote is taken.
    5. Upon a motion duly made by Frank Finnernan and seconded by Darrell Bryan, the following resolutions were unanimously approved:

Resolution – Authorize and Apply for Tax Exempt Status 

WHEREAS, the Board believes it is in the best interest of the WTA to qualify for tax-exempt status under Section 501(c)(6) of the Internal Revenue Code.

THEREFORE, BE IT RESOLVED, that the officers of the WTA are, and each of them is, authorized at their discretion to proceed, with the assistance of such legal and accounting professionals as they may choose, to apply for a determination under the Internal Revenue Code that the organization is qualified for tax-exempt status under Section 501(c)(6) of the Internal Revenue Code;

FURTHER RESOLVED, that the officers of the WTA are, and each of them is, authorized at their discretion to proceed, with the assistance of such legal and accounting professionals of their choice, to take such actions as are necessary to execute and file Form 1024 (the “Form 1024”), with the Internal Revenue Service; and

FURTHER RESOLVED, that the officers of the WTA are, and each of them is, authorized to make such other application under any federal, state or local laws as may be required or desirable to achieve recognition of tax-exempt status of the WTA, and to make such filings as are necessary or desirable for the initial operation of the WTA.

Resolution – Adopt Conflict of Interest Policy 

WHEREAS, the Board believes it is in the best interest of the WTA to adopt a Conflict of Interest Policy.

THEREFORE, BE IT RESOLVED, that the Board hereby adopts and approves the Conflict of Interest Policy, substantially in the form circulated among the Board by legal counsel; and

FURTHER RESOLVED, that the officers of the WTA are hereby authorized and directed to take any and all action necessary to effect the intent of the foregoing resolution (the taking of such action or the execution of any document in connection with the foregoing resolutions shall establish conclusively this Board’s approval thereof), including, but not limited to, providing a copy of the Conflict of Interest Policy to each officer and director and obtaining an executed Acknowledgment of Conflict of Interest Policy substantially in the form circulated among the Board by legal counsel (a copy of which is attached as Exhibit B), from each officer and director; and

FURTHER RESOLVED, that all acts of any officer of the WTA heretofore taken in connection with the actions contemplated by the foregoing resolutions be, and they hereby are, in all respects, approved, adopted and ratified. 

4. Visitor Guide Discussion

  1. Tom next led a discussion regarding the agreement the founding Board members entered into with the Washington Lodging Association (WLA) and Saga City Publishing.
  2. Concern was expressed by two Board members that the process around this partnership development was flawed. It was suggested this should have been an issue for the first full Board to address.
  3. Upon a motion duly made by Frank Finnernan and seconded by Darrell Bryan, the following resolution was passed by a 16-2 vote.  Duane Wollmuth and John Cooper voted against the resolution.

Resolution – Approve Actions of Initial Board

WHEREAS, on February 25, 2011, the WTA filed Articles of Incorporation (the “Articles”) with the Washington Secretary of State.  The Articles of the WTA named the five (5) initial directors to serve as the directors of the WTA (the “Initial Board”).

WHEREAS, the Board desires to acknowledge, approve, ratify, and confirm any and all actions taking by the Initial Board, individually and as a whole.

THEREFORE, BE IT RESOLVED, that the Board hereby acknowledges, approves, ratifies, and confirms any and all actions taking by the Initial Board, individually and as a whole, from February 25, 2011 to the date hereof.

5.  Tourism Marketing Assets

  1. Sandy Ward reviewed the tourism marketing assets. Sandy Ward expressed special thanks to Katherine Kertzman, former Co-Chair of the Washington State Tourism Commission for her many hours of volunteer time in negotiating all the asset transfer details.

6. WTA Financial Update

  1. Suzanne Fletcher presented a financial update

7. Bylaw Revisions

  1. Tom Norwalk next reviewed the WTA bylaws (“Bylaws”) and their treatment of Board committees.  Tom proposed that the Board establish a standing finance committee.
  2. Greg Duff then explained the need for resolutions to amend the Bylaws to make clear that (i) only Board members can serve on standing committees and (ii) the Board can elect at-large members to serve on the executive committee whenever an officer’s position is vacant and to add a standing finance committee.
  3. Upon a motion duly made by Frank Finnernan and seconded by Darrell Bryan, the following resolutions were passed unanimously: 

Resolution – Bylaw Amendment – Standing Committee Composition

WHEREAS, pursuant to Article IX of the Bylaws, the Board may amend the Bylaws at any regular or special meeting of the Board; and

WHEREAS, the Board believes it to be in the best interest of the WTA that only Board members serve as members of any standing committee of the Board. 

THEREFORE, BE IT RESOLVED, that the Board hereby agrees to amend the Bylaws to provide that only Board members may serve as members of any standing committee of the Board; and

FURTHER RESOLVED, that the officers of the WTA, or any of them, are hereby authorized and directed to work with legal counsel or other advisors to revise or restate the Bylaws to reflect the agreed amendment. 

Resolution – Bylaw Amendment – Executive Committee Composition 

WHEREAS, pursuant to Article IX of the Bylaws, the Board may amend the Bylaws at any regular or special meeting of the Board; and

WHEREAS, the Board believes it to be in the best interest of the WTA to ensure that each of the five (5) positions of the Board’s Executive Committee are filled at all times.

THEREFORE, BE IT RESOLVED, that the Board hereby agrees to amend the Bylaws to provide that the Board may elect individuals to serve as at-large members of the executive committee whenever an officer’s position is otherwise vacant; and

FURTHER RESOLVED, that the officers of the WTA, or any of them, are hereby authorized and directed to work with legal counsel or other advisors to revise or restate the Bylaws to reflect the agreed amendment. 

Resolution – Establishment of Standing Finance Committee           

WHEREAS, pursuant to Section 6.1 of the Bylaws, the Board may designate and appoint one (1) or more committees, each of which shall consist of two (2) or more Board members and shall have and exercise such authority of the Board in the management of the WTA as may be specified in the resolution designating it and appointing persons to it; and

THEREFORE, BE IT RESOLVED, that the Board hereby establishes a finance committee to assist the WTA in providing financial guidance and reviewing the financial statements of the WTA and to render to the executive committee and to the Board at least one each year an account of the financial condition of the WTA; and

FURTHER RESOLVED, that (i) the Finance Committee shall consist of the President/Chair, the Treasurer and two additional Board members appointed by the Board, (ii) the Treasurer shall serve as chair of the Finance Committee and (iii) the WTA’s Executive Director shall serve as a nonvoting member of the Finance Committee.

  1. Tom Norwalk then led a discussion regarding the need for temporary “ad-hoc” Board committees to address certain key functions, including website, marketing and communications, membership, advocacy, summit/events and long-term funding.  Tom explained the need for clarifications to the Bylaws to make clear that (i) both Board and non-Board members can serve on ad-hoc committees, (ii) the Board must approve the creation of any ad-hoc committee and elect the individual to serve as the ad-hoc committee’s chair and (iii) once an individual is elected to serve as chair of the ad-hoc committee, he or she may then appoint members to serve on the ad-hoc committee.
  2. The Board then discussed the establishment of ad hoc committees generally and upon a motion duly made by Frank Finnernan and seconded by Jane Kilburn, the following resolutions were unanimously approved:

Resolution – Bylaw Amendment – Ad Hoc Committee Composition

WHEREAS, pursuant to Article IX of the Bylaws, the Board may amend the Bylaws at any regular or special meeting of the Board; and

WHEREAS, the Board believes it to be in the best interest of the WTA that both Board members and non-Board members serve as members of the Board’s ad hoc committees. 

THEREFORE, BE IT RESOLVED, that the Board hereby agrees to amend the Bylaws to provide that both Board members and non-Board members may serve as members of any ad hoc committee of the Board; and

FURTHER RESOLVED, that the officers of the WTA, or any of them, are hereby authorized and directed to work with legal counsel or other advisors to revise or restate the Bylaws to reflect the agreed amendment. 

Resolution – Bylaw Amendment – Authority to Establish Temporary Ad Hoc Committees 

WHEREAS, pursuant to Article IX of the Bylaws, the Board may amend the Bylaws at any regular or special meeting of the Board; and

WHEREAS, the Board believes it to be in the best interest of the WTA to authorize the WTA President/ Chair, subject to confirmation by the Executive Committee, to (i) establish from time-to-time ad-hoc committees to provide needed input and direction to the Board; (ii) prescribe, subject to the limitations contained in the Bylaws, the composition and attributes of such committees; and (iii) appoint individuals to serve on such committees; and

WHEREAS, the Board believes it to be in the best interests of the WTA to require the WTA President/Chair to provide prompt notice to the Board of any ad hoc committees established by the President / Chair and approved by the Executive Committee; and

WHEREAS, the Board believes it to be in the best interests of the WTA to limit the authority of any ad hoc committee to provide only requested input and direction to the Board and that all decision making authority should remain with the Board.

THEREFORE, BE IT RESOLVED, that the Board hereby agrees to amend the Bylaws to provide the WTA President / Chair the authority, subject to confirmation by the Executive Committee and the provision of prompt notice to the Board, to (i) establish from time-to-time ad-hoc committees to provide needed input to the Board to assist in its decision making; (ii) prescribe, subject to the limitations contained in the Bylaws, the composition and attributes of such committees; and (iii) appoint individuals to serve on such committees; and

FURTHER RESOLVED, that the Board hereby agrees to amend the Bylaws to limit the authority of any ad hoc committee to only provide input and direction to the Board and to make clear that all decision making authority shall remain with the Board; and

FURTHER RESOLVED, that the officers of the WTA, or any of them, are hereby authorized and directed to work with legal counsel or other advisors to revise or restate the Bylaws to reflect the agreed amendments. 

8. Election of Officers and Committee Members

  1. Tom Norwalk next discussed the need to elect Board officers and at-large members of the Nominating Committee and Finance Committee.  Tom presented a slate of officer candidates proposed by Sandy Ward and Tom Norwalk.
  2. Following a brief discussion and upon a motion duly made by Frank Finnernan and seconded by Darrell Bryan, the following motion was unanimously approved:

Resolution – Election of Officers 

WHEREAS, pursuant to Section 7.1 of the Bylaws, officer positions shall be elected or appointed from the Board.

THEREFORE, BE IT RESOLVED, that the following persons are hereby elected to the office appearing opposite their respective names to serve until their respective successors are elected and qualified or their earlier resignation, death, or removal:

President/Chair: Tammy Blount

Vice-President/Vice-Chair: Kevin Clark

Secretary: Jane Kilburn

Treasurer: John Bookwalter

At-Large Director: Andy Olsen

  1. Upon a motion duly made by Frank Finnernan and seconded by Monique Trundowski, the following resolution was unanimously approved:

Resolution – Election of At-Large Members of Nominating and Finance Committees

WHEREAS, pursuant to Section 6.6.2 of the Bylaws and a resolution earlier approved by the Board, the Board shall elect two Board members to serve as at-large members of the Nominating Committee and Finance Committee.

THEREFORE, BE IT RESOLVED, that the Board hereby elects the following individuals to serve as the at-large members of the Nominating Committee until his or her successor is duly elected and qualified or until such member resigns:

At-Large Director                                John Cooper

At-Large Director                                Dan Moore

FURTHER RESOLVED, that the Board hereby elects the following individuals to serve as at-large members of the Finance Committee until his or her successor is duly elected and qualified or until such member resigns:

At-Large Director: Diane Schostak

At-Large Director: John Cedergreen

  1. The Board next discussed the options for expediting the establishment of the identified ad hoc committees and upon a motion duly made by Cheryl Kilday and seconded by Darrell Bryan, the following resolution to temporarily suspend the authority granted to the Board President/Chair to create ad hoc committees and to instead create the needed ad hoc committees today with a full Board vote was unanimously approved:

Resolution – Temporary Suspension of Earlier Motion 

WHEREAS, the Board believes it to be in the best interest of the WTA to temporarily suspend the earlier resolution authorizing the WTA Chair / President to establish ad-hoc committees and to instead establish the committees today.

THEREFORE, BE IT RESOLVED, that the Board hereby temporarily suspends the earlier resolution authorizing the Chair / President to establish ad-hoc committees; and

FURTHER RESOLVED, that the Board hereby agrees to adhere to the temporarily suspended resolution following the Board’s establishment of the ad-hoc committees.

  1. Upon a motion duly made by John Cooper and seconded by Monique Trudnowski, the following resolution to create the ad hoc committees earlier proposed by Tom Norwalk was unanimously approved:

Resolution – Establishment of Six Ad-Hoc Committees

RESOLVED, that the Board hereby establishes the following six temporary ad hoc committees to serve the functions ascribed to each:

Website – Focus will be on the transfer of ExperienceWa.com to WTA. Members will propose revisions/additions to the current website content. Committee will also explore and report other options for webhosting contracts. Committee will appoint one ‘web liaison’ to work with the Department of Commerce to better understand the website and work with them to offer content input prior to WTA taking over the website. By fall the Committee will draft a “Website Transition Plan” for Department of Commerce that will outline how WTA plans to host, manage and market the website. 

Marketing & Communications – Focus will be on the marketing of Washington State to international and domestic travel trade and media. Effort will be on attracting visitors to enter the State.

Membership – Focus will be on developing strategy for increasing membership to WTA. While Founding and Associate Partner levels are priority, the committee should also focus on ideas for attracting Company and Individual Members. Committee will establish and outline the marketing ‘benefits of being a WTA member’ as this will be important to securing membership at any level. Committee will be responsible for assisting with retention and recruitment of members.

Advocacy – Focus will be on state legislative issues and promoting a long-term funding proposal. Continue to lead grassroots efforts in promoting the power and economic impact of travel.

Summit/Events– Focus will be on the Fall Summit and any other special WTA events. The Committee could be responsible for creating special events (e.g. golf tournaments, educational seminars, etc) that will increase visibility and membership.

Long-Term Funding – Focus will be on defining a long term and sustainable funding mechanism. Focus on raising substantial funds for WTA.

  1. Andy Olsen next asked whether the Bylaws made clear that committee members (whether standing or ad hoc) needed to be, or representative of, a WTA member in good standing.
  2. Following a discussion by the Board and upon a motion duly made by Andy Olsen and seconded by John Cooper, the following resolution was by a 17-1 vote.  John Cedergreen voted against the resolution.

Resolution – Bylaw Amendment – Committee Eligibility

WHEREAS, pursuant to Article IX of the Bylaws, the Board may amend the Bylaws at any regular or special meeting of the Board; and

WHEREAS, the Board believes it to be in the best interest of the WTA to require that members of any standing or ad hoc committee be, or representative of, a WTA member in good standing with the WTA. 

THEREFORE, BE IT RESOLVED, that the Board hereby agrees to amend the Bylaws to require that members of any standing or ad hoc committee be, or representative of, a WTA member in good standing with the WTA; and

FURTHER RESOLVED, that the officers of the WTA, or any of them, are hereby authorized and directed to work with legal counsel or other advisors to revise or restate the Bylaws to reflect the agreed amendment.

  1. After further discussion among the Board members and upon a motion duly made by Andy Olsen and seconded by John Cooper, the following resolution was unanimously approved:

Resolution – Election of Ad Hoc Committee Chairs

WHEREAS, pursuant to Section 6.2 of the Bylaws, the Board shall elect the chair of any committee of the Board.

THEREFORE, BE IT RESOLVED, that the Board hereby elects the following individuals to serve as the chair of his or her respective ad hoc committee until his or her successor is duly elected and qualified or until such member resigns:

Website: Cheryl Kilday

Marketing & Communications: Donna Cappa

Membership: Monique Trudnowski

Advocacy: John Cedergreen

Summit/Events: George Schweitzer

Long-Term Funding: Jane Kilburn

Following the election of the new Board officers and committee members, Tom Norwalk turned the meeting over to newly elected President/Chair, Tammy Blount.

Executive Director Update

9. Suzanne provided an update on her activities thus far with WTA

10. Future Meetings

    1. Board members expressed a desire to have a Board retreat in October or November and another board meeting before November 3.  WTA staff will circulate proposed meeting dates.

11. Good of the Order

    1. Tammy Blount paid special recognition to Katherine Kertzman for her role in negotiating with the State and noted that if it were not for Katherine’s efforts the WTA would have lost all the state’s tourism marketing assets. Tammy Blount then presented special gifts to the founding board members.
    2. John Cooper expressed his thanks to the founding board members and presented each with a special gift.

There being no further business to come before the Board, the meeting adjourned at 3:45 p.m.

Respectfully submitted,

 

                                                           

Jane Kilburn, WTA Secretary

Minutes Approved October 6, 2011