Board of Directors Meeting Minutes
Sunday, April 13, 2008
3513 Cochran Ave, Los Angeles, CA 90016
Present: Hattie Babb, Celia Castellanos, Damien Goodmon, Lena Hobson, Carol Tucker, Mike Urena, and Lee Walker.
Not Present: Andrea Canty, Michelle Cole, Jesse Mathus, Clint Simmons and Opal Young.
Call to Order
Meeting was called to order by Damien Goodmon at about 4:50 p.m.
Incorporators Report
Incorporator of UCA Damien Goodmon reported that the Articles of Incorporation were approved and that he signed an Incorporator's Statement identifying the initial directors of UCA as: Hattie Babb, Andrea Canty, Celia Castellanos, Michelle Cole, Damien Goodmon, Lena Hobson, Jesse Mathus, Clinton Simmons, Carol Tucker, Michael Urena, Lee Walker and Opal Young. All of the directors were notified by Damien Goodmon of this, the first official Board of Directors meeting of UCA.
Officer Elections
After explanation of the roles and responsibilities of the officer positions nominations were requested for the positions of Secretary, Treasurer, Vice Chair, Chair and President.
- For Secretary: Carol Tucker nominated Lena Hobson for the position; Lee Walker seconded. Vote was unanimous.
- For Treasurer: Hattie Babb nominated Clint Simmons for the position in absentia; Carol Tucker seconded. Vote was unanimous.
- For Vice Chair: Hattie Babb nominated Carol Tucker for the position; Mike Urena seconded. Vote was unanimous.
- For Chair: Carol Tucker nominated Damien Goodmon for the position; Mike Urena seconded. Vote was unanimous
- For President: Hattie Babb nominated Damien Goodmon for the position; Mike Urena seconded. Vote was unanimous.
Board discussed the possibility of assisting several unincorporated community organizations in obtaining grants and agreed that it was one of the central objectives of UCA, but that given the necessary business needed to begin the organization, should table entertainment of the process until the mid-summer months. In the interim Mike Urena will lead the development of terms and a process for reviewing proposals.
Agent of Service
Lee Walker motioned that Damien Goodmon continue as the Agent of Service of the corporation; Hattie Babb seconded. Vote was unanimous.
Bylaws
The suggested Bylaws were read by Carol Tucker. After Board discussion, Lee Walker moved for approval and adoption of the Bylaws as presented; Carol Tucker seconded. Vote was unanimous.
Expo Line & Sonnenschein, Nath & Rosenthal, LLP
The Board discussed the Expo Line issue, the Citizens’ Campaign to Fix the Expo Rail Line and the offer by Sonnenschein, Nath and Rosenthal to represent UCA pro bono. Carol Tucker and Damien Goodmon reported on their meeting towards the end of March with the lead attorney at Sonnenschein on this issue, Chris Prince, and discussed his qualifications. Damien Goodmon reported on the all day meeting with Ivor Samson of Sonnenschein, the lead attorney on the PUC aspect of the case and discussed his qualifications. Board agreed there was no need to receive day to day communications about the legal developments, but monumental information should be forwarded. Michael expressed confidentiality concerns and the board agreed that discretion would be required, if sensitive issues need to be discussed they will be done during closed door sessions, and, if necessary, confidentiality agreements would need to be signed. Lee Walker asked if we received offers from other firms and Damien Goodmon reported on his and Legal Aid's outreach to the Los Angeles legal community and his recommendation that Sonnenschein is capable and the best firm for the case. Hattie Babb motioned to enter into an agreement with Sonnenschein, Nath & Rosenthal to represent United Community Association on the Expo Line issue, UCA continue the Citizens’ Campaign to Fix the Expo Rail Line (“Fix Expo Campaign” for short) as a project of UCA, Damien Goodmon continue to serve as the Fix Expo Campaign Coordinator, Carol Tucker seconded. Vote was unanimous.
Budget
Lee Walker motioned for approval and adoption of the 3-month essential operating budget; Carol Tucker seconded. Vote was unanimous.
Bank Accounts
Lee Walker motioned for Clint Simmons and Damien Goodmon to open a bank account through Washington Mutual or Bank of America and PayPal, and be the authorized users of the account; Carol Tucker seconded. Vote was unanimous.
Lee Walker motioned for Clint Simmons and Damien Goodmon to open a bank account through Washington Mutual or Bank of America and PayPal, and be the authorized users of the account; Carol Tucker seconded. Vote was unanimous.
Mailing Address
Lena Hobson motioned to establish the mailing address of UCA as: P.O. Box 781267, Los Angeles, CA 90016; Carol Tucker seconded. Vote was unanimous.
Completing Incorporation Process & Pursuing Tax-Exemption Process
Lena Hobson motioned for Damien Goodmon to continue the process of incorporation and obtaining tax-exempt status; Carol Tucker seconded. Vote was unanimous.
Adjournment
Motion to adjourn was made by Lena Hobson and seconded by Carol Tucker. Vote was unanimous.
Meeting adjourned at about 6:15 p.m.