Richmond Volleyball Club Board of Directors 22 January 2013

Transcription

1 Richmond Volleyball Club Board of Directors 22 January 2013 The regular meeting of the Richmond Volleyball Club Board of Directors was held at the RVC Byrdhill on 22 January Present: Board members: Howarth, Morris, Byerly, Garofalo, Grant, Keeler, Johnson, and Creery, Chung, Wakefield Staff: Carroll, Evans Comptroller: Yaffe President John Howarth called the meeting to order at 6:00pm. Meeting began with December Minutes being approved. Treasurer s Report (Presented by George Grant) 1. Treasurer s Reports: good month; Juniors Accounts receivables were down $50,000 as expected. It will increase by $50,000 in January, minus other paid accounts, as City League billing will hit. Year to Date, loss of $3,600 budgeted to lose $23, Club liquidity is still good. 3. Recommendation from committee to move $750/month from the operating fund to the Robinson Fund. Approved by Board. 4. George reported that the audit looked good with no findings. 5. Recommendation from committee to move $5000 to Facilities Reserve Fund. The motion was passed. Nominating Committee George and Jerry working on getting Board Candidates together. Bylaws Committee (Jim Byerly)

2 1. Committee sent bylaws to lawyer for review and the committee will meet again. Old Business Strategic Plan 1. Ms. Carroll would like the Board to review the Action Steps Strategic Plan. 2. Ms. Carroll spoke about the Robison Fund and the actions taking place moving forward to have this in place for next year. At this time, three Juniors are receiving financial assistance with the use of operating funds. New Business 1. Ms. Carroll reminded the Board of the Annual meeting in March and requested that committees start working on their annual report for the meeting. 2. Jess Keeler discussed the plan to install storage doors in the wall through to the garage for Juniors Storage. The Board approved using $ from the Facilities Reserve to pay for door installation. Ms. Keeler also spoke about researching lighting options for the parking lot. 3. Ms. Keeler also touched on working on a maintenance plan for the roof. 4. Ms. Carroll spoke about Mardi Gras which is on 2/9/2013. Hoping for a good turnout. There will be Casino Tables, cornhole, ladder golf, and more. There will also be oysters, appetizers, drinks and music. 5. Ms. Carroll let the Board know that Monument City Classic was a success, the tournament was filled and we did charge admission this year generating over $20,000 in additional income. Next Meeting Date: Board Meeting: Tuesday, February 26, 2013 at the North Club facility. Adjournment; President John Howarth called the meeting closed at 7:04pm. Respectfully submitted, Cameron Evans

3 Richmond Volleyball Club Board of Directors 26 February 2013 The regular meeting of the Richmond Volleyball Club Board of Directors was held at the RVC Byrdhill location on 26 February Present: Board members: Howarth, Morris, Byerly, Garofalo, Grant, Keeler, Johnson, and Creery, Chung, Wakefield Staff: Carroll, Evans Comptroller: Yaffe President John Howarth called the meeting to order at 6:00pm. Meeting began with a motion to approve the Consent Agenda. Motion approved. Treasurer s Report (Presented by George Grant) 1. Treasurer s Reports: Club Liquidity is excellent at $373,000. Monthly income at $223,000 for February, $60,000 better than budget. Majority of income was from Junior s payments. YTD is $219,000, $81,000 better than budget. 2. Monument City Classic Door Receipts not reflected estimated to be about $20, Concession doing very well and well above budget most likely due to addition of higher price point for craft beer offerings. 4. Robison Fund should be at $15,000 by the end of the year. 5. We will be in good shape at the end of the Fiscal Year with $170,000 in the Facilities Reserve. 6. A motion was made to move $20,000 into Facilities Reserve. Motion was approved..

4 Bylaws Committee (Jim Byerly) 1. Mr. Byerly led discussion on changes to by-laws including minor edits and wording changes as well as reinstating member voting for new Board members annually. He informed the Board that recent correspondence from RVC s attorney stated that the proposed wording (copied from the Second Amended and Restated Bylaws) was not incompliance with the Code of Virginia (specifically the Virginia Nonstock Corporation Act). The Board may not vote a member s proxy without consent from each member. It is estimated that less than 10% of our members vote. 2. Motion was made to table the discussion of By-laws until after the Nominating Committees presentation later in the agenda. Motion was approved. Human Resource Committee (presented by Trisha Johnson) 1. The HR Committee is meeting every 2 nd Tuesday presently 5 members. 2. Almost finalized employee guidelines/policy guidelines. 3. Future plans to work on employee classifications, succession planning, and compensation. Old Business 1. Ms. Carroll presented details for the 2 nd strategic plan objective Maintain an adult program that achieves high member satisfaction and successful retention of juniors program alumni. The Board requested that this be ed to them. Ms. Carroll requests feedback for the previously presented juniors program objective by Monday, March 4 and by March 18 th for the objective presented tonight. 2. Ms. Carroll reminded the Board of the need to finalize the annual report for the annual meeting in March and requested that all start working on some type of report for the meeting. She requested that submissions be made by March 18 and thanked Jessica Keeler for having already submitted the facility report. New Business 1. Board would like to see club communication to be at a higher level with more information regarding strategic planning. 2. The Board went into executive session to discuss a potential strategic opportunity. Nominating Committee (presented by George Grant) 1. Candidates for the upcoming election (John Howarth, Linda Shelton and Venkat Reguledda) were excused from the discussion.

5 2. Mr. Grant presented information regarding seven candidates interviewed for the Board of Directors. 3. After some discussion, the Board selected its approved slate of candidates pending final bylaws discussion. Bylaws Committee (Discussion resumed) 1. The candidates, excused previously, were invited back to the meeting. 2. The Board continued discussion regarding revisions in light of the new information from the club s attorney. 3. After discussion, a motion was made and seconded to approve the Fourth Amended and Restated Bylaws. The motion was not approved unanimously and, per the current bylaws, may not be passed until the next meeting of the Board. Next Meeting Date: Annual meeting of the members Tuesday, March 26, 2013 at the North Club facility; annual meeting of the Board immediately following the members meeting. Adjournment; President John Howarth called the meeting closed at 7:31 pm. Respectfully submitted, Cameron Evans

6 Annual Meeting Minutes March 26, 2013 The Richmond Volleyball Club annual meeting of members was held Tuesday, March 26, 2013 at 2921 Byrdhill Rd., Henrico, VA. President, John Howarth, began the meeting at 6:05pm by welcoming all attendees and presenting the annual report in a PowerPoint format. The presentation included: Mission and vision statement Strategic Plan Overview Highlights of bylaws revisions thus far Review of Fiscal Year 2012 Financial Statements Adult and junior program highlights Marketing and sponsor/vendor highlights Facility improvements past and future 2013 Challenges 2013 Goals Several Board members and staff presented various sections of the report. At the conclusion of the presentation, George Grant, as the Chair of the Nominating and Governance Committee, announced the new, Board elected, Directors for the next term. John Howarth was re-elected for a second term and Travis Garlock and Townley Goldsmith-Ray were elected to first terms. Additional background information on the new directors may be found on the RVC website. Mr. Grant explained that, while it was a difficult decision in light of the Board s desire to instate member voting rights for some Board vacancies, the Board agreed that until a final version of the amended bylaws is approved this was the best course of action for the organization. The Board adjourned the annual meeting to continue with its regular monthly meeting as scheduled. Further discussion was called independently by the members for their own discussion points, and the board s participation was not necessary.

7 Richmond Volleyball Club Board of Directors 26 March 2013 The annual meeting of the Richmond Volleyball Club Board of Directors was held at the RVC Byrdhill location on 26 March Present: Board members: Howarth, Byerly, Creery, Chung, Wakefield, Grant, and Morris Guests: Travis Garlock, Townley Goldsmith-Ray Absent: Garofalo, Keeler, and Johnson Staff: Carroll, Evans Comptroller: Yaffe President John Howarth called the meeting to order at 7:47pm. The meeting began with introductions and formal election of Travis Garlock, Townley Goldsmith-Ray, and John Howarth to serve as Directors. This slate had been agreed upon in executive session by a majority of Board members present at the February Board of Directors meeting. Travis Garlock and Townley Goldsmith-Ray were elected to serve their first term; John Howarth was elected to serve his second term. A motion to approve the Consent Agenda was approved. Treasurer s Report (Presented by George Grant) 1. Treasurer s Reports: Loss of $128,000 on books in February due to juniors receivables that were realized earlier than anticipated in January. Battle on Byrdhill income, budgeted for February, will be seen in March. 2. Monument City Classic Door Receipts came in at almost $24,000. Hotel rebates have not come in expected to be about $25, Concession down in February, most likely due to a night of cancellation due to weather and also that Battle on Byrdhill was moved to March this year (has been in February in the past). 4. Robison Fund should be at $15,000 by the end of the year. 5. The Facilities Reserve account is projected to have approximately $170,000 by the end of the Fiscal Year. Over $200,000 is needed for the next section of roof repair. Recommendation from committee to move $10,000 from the operating account in the facility reserve account was unanimously approved. 6. YTD we have made $90,000 which is better than budget.

8 7. It was noted that account 3001 Robison Fund Temp. Restricted is actually comingled with Board designated funds and those will need to be separated and reported correctly going forward. Bylaws Committee (Jim Byerly) 1. Led discussion on changes to by-laws to allow members to vote for the Board. 2. Board discussed the Annual Meeting and has planned a By-Laws Committee meeting for April 8, 2013 at 6pm. Board Officer Elections (led by John Howarth) 1. President Sherman Chung 2. 1st Vice President Andy Creery 3. 2nd Vice President Jim Byerly 4. Secretary Jessica Keeler 5. Treasurer Travis Garlock Old Business (Sherman Chung) Strategic Plan 1. Mr. Chung has asked the Board to review thoroughly and comment as quickly as possible. New Business 1. Jim Byerly made a motion to create an ad hoc committee to move forward with long term planning for RVC ex. Grass courts, sand courts, more parking etc. Motion was seconded and approved. Next Meeting Date: Adjournment Board Meeting: Tuesday, April 23, 2013 at the North Club facility. President Sherman Chung called the meeting closed at 9:15 pm. Respectfully submitted, Cameron Evans

9 Richmond Volleyball Club Board of Directors-Special Meeting 26 March 2013 A Special Meeting of the Richmond Volleyball Club Board of Directors to discuss a letter received from member Venkat Regualgedda s attorney was held at RVC s Byrdhill location on 26 March Present: Board members: Howarth, Byerly, Creery, Chung, Wakefield, Grant, Johnson, and Morris Guests: Angela Matney (attorney for RVC) Absent: Garofalo, Keeler Staff: Carroll President John Howarth called the meeting to order at 5:03pm. The meeting began with a review of the letter received from attorney Kevin Funk representing RVC member, Venkat Regualgedda (attachment 1). The letter stated his belief that the Third Amended Bylaws are void and without effect due to the improper use of member proxies under the Second Amended Bylaws and further requested that members be allowed to participate and elect Board members at the 2013 annual meeting. Andy Creery submitted proxies from Justin Garofalo and Jessica Keeler giving him their right to vote regarding voting rights for members (attachment 2) Much discussion ensued with Ms. Matney offering her opinion that the Board had acted within its authority when approving the Third Bylaws. Several options were offered by Directors present including the creation of two types of Directors Board-elected and member-elected. Andy Creery made a motion that appointments to the Board of Directors be delayed until a method is in place that would allow member voting. Trisha Johnson seconded. Yay- Creery, Johnson, Garofalo (by proxy) and Keeler (by proxy) Nay Howarth, Grant, Byerly, Chung, Wakefield, Morris Motion not passed George Grant made a motion that the three candidates previously selected at its February meeting (Howarth, Garlock, and Goldsmith-Ray) be appointed by the Board with a statement to members at the annual meeting that the Board is committed to allowing

10 member voting and anticipates holding a special election to elect one or more additional Board members within the next 90 days. Sherman Chung seconded the motion. Yay-Grant, Howarth, Chung, Byerly, Morris, Wakefield Nay Creery, Johnson, Garofalo (by proxy) and Keeler (by proxy) Motion passed. Adjournment President John Howarth called the meeting closed at 6:00 pm. Respectfully submitted, Darcy Carroll

11 DunnErrpCRUMp,,. Arronrrieys AND CouNsrloRs nr Lnw Kevin J. Funk Direct Dial durrettecrump.com March 22,2013 Mr. John J. Howarth Ms. patricia M. Johnson Mr. Andy A. creery 5010 Stoneleigh Road 6409 Twain court 1300 Twilight Lane Richmond, Virginia Richmond, Virginia Richmond,iirginia Mr. Sherman J. chung Mr. Justin M. Garofalo Mr. George D. Grant 8713 Rockcrest Court 805 North Hamilton Street 59l i Doriington Circle Richmond, Virginia Richmond, Virginia Glen Allen, Virginia Ms. Jessica R. Keeler Mr. chris L. wakefleld Mr. James E. Byerly 4729 Patterson Avenue 1 l9 Emberwood court old Gun Trace Richmond, Virginia Richmond, Virginia Midlothian, Virginia Mr. Jerry E. Morris 8 North Oak Avenue Highland Springs, Virginia Dear RVC Board of Directors: This law firm represents Venkatachelam Regualgedda in connection with his membership interest in Richmond Volleyball Club ("RVC"). Mr. Regualgedda, along with other members of RVC, has expressed concern over the purported Third Amended By-Laws, which were passed in July 2012, particularly as they relate to the election of directors. Based on my reading of m" corporate documents, as well as the Virginia Non-Stock Corporation Act, Virginia Coae g t:. i et seq. (the "Act"), the Third Amended By-Laws are void and without effect. Further, even if the Third Amended By-Laws have any effect, their provisions regarding the election of directors are contrary to the Act and thus unenforceable. The Third Amended By-Laws are void, because they were enacted by a board that was not properly elected. The Second Amended By-Laws, under which the current board was elected, provided that the Secretary of the Board had the authority to act as a proxy on behalf of any member not present who had not given his vote to a proxy. Virginia Code $ 13.l-847 governs proxies and requires that any proxy be appointed by a signed appointment form or by electronic transmission. I am not aware of any law allowing a proxy "by default." As the current board was elected using proxies that were obtained by the default provision, they did not have the authority to make changes to the By-Laws. Accordingly, the current board of directors Bank of America Center r Tel: l6th Floor r 1 I l1 East Main Srreer r Richmond. ya Z32lg o Fax: r

12 RVC Board of Directors March 22,2013 Page2 had not been properly elected at the time the Third Amended By-Laws were enacted. consequently, the Third Amended By-Laws are void and without effect. Even if one were to assume that the Third Amended By-Laws were properly enacted, the Third Amended By-Laws' provisions removing the rights of members to vote for directors violate the Act. Virginia Code $$ and -855, among others, make it clear that directors are to be elected by members unless the Articles of Incorporation provide otherwise. Clearly, members' rights to elect directors cannot simply be removed by the directors through an amendment to the By-Laws. On behalf of Mr. Regualgedda, I would ask that you permit RVC to conduct a legitimate election of directors, pursuant to the Second Amended By-Laws, at the Annual Meeting scheduled for March 26,2013. Persisting in the oppressive conduct that has occurred to date is not in the interests of RVC or its members. I appreciate your consideration of these matters. dw Sincerely, 1G^* Kevin J. Funk cc: Mr. Venkatachelam Regualgedda Bank of America Center o l6th Floor r i 1 I 1 East Main Street o Richmond, YA Tel O o Fax: r

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18 Richmond Volleyball Club Board of Directors 23 April 2013 The regular meeting of the Richmond Volleyball Club Board of Directors was held at the RVC Byrdhill location on 23 April Present: Board members: Chung, Byerly, Creery, Garlock, Goldsmith-Ray, Howarth, Johnson, Keeler, Wakefield Staff: Carroll Comptroller: Yaffe Guests: Linda Shelton, Greta Van Tiem President Sherman Chung called the meeting to order at 6:03 PM. I. Consent Agenda a. The meeting began with a motion to approve the Consent Agenda including the Management Report and the Financial Statements. Motion was unanimously approved. II. Treasurer s Report (Presented by Travis Garlock) a. The Finance Committee is proposing to change name of the Facilities Reserve Fund to Board Designated Fund. b. Options to finance capital project spending are being reviewed and a meeting is scheduled with the bank. c. Club liquidity is in excellent condition at $259,000. d. Juniors revenue is up this year due to growth of the program. Hotel rebates have not come in expected to be about $28,000. e. Net Concession income up this month and YTD is $57,000 ($24,000 better than budget). f. Bad Debt Expense of $30,000 incurred this month covers several years of collections and is not expected to be of this magnitude in the future. g. Projections for the end of FY 2013 include the Robison Fund at $15,000, the Facilities Reserve at $168,000 and Operating Cash at $145,000.

19 h. The motion from the Finance Committee to move $10,000 to the Facilities Reserve Fund was unanimously approved. III. Old Business a. Bylaws Committee (Jim Byerly) i. Mr. Byerly led discussion on a Fourth Amended and Restated Bylaws (last updated 21 April 2013). Updates were included from the Bylaws Committee, a working group and other member input. ii. The Board agreed to changes, will forward to legal counsel, and will post for review by the membership. b. Strategic Plan (Sherman Chung) i. Ms. Carroll updated the Resources Required for each of the goals. She has asked the Board and Committees to prioritize these goals/strategies/initiatives, recognizing funding and staffing limitations. ii. Fundraising was discussed to the extent that it will be required for some of the plan s goals/strategies/initiatives. iii. Mr. Chung has asked the Board to review thoroughly and comment by May 5. iv. The Strategic Plan will be linked with the upcoming budget. c. Volunteer Work Day will be held on Saturday, April 27 at 9:30 AM. Volunteers to help patch the roof and do other maintenance around the club are requested. IV. New Business a. Volunteer/Sponsor/Donor Recognition Event will be held on Thursday, April 25 at 6:30 PM. b. Flying Squirrels Outting is planned for Wednesday, June 5. c. Board Orientation/Training was held on Monday, April 15 for new and returning Board Members. It was a successful session. d. Committees are being reviewed and will be established at the next Board Meeting. The Board has been asked to update the committee lists and descriptions by May 5. Next Board Meeting is Tuesday, May 28, 2013 at 6:00 the North Club facility. Adjournment - President Sherman Chung called the meeting closed at 8:43 PM. Respectfully submitted, Jessica Keeler

20 Richmond Volleyball Club Special Meeting of the Board 15 May 2013 The special meeting of the Richmond Volleyball Club Board of Directors was held at the RVC Byrdhill location on May 15, The purpose of the meeting was to review comments of the proposed Fourth Amended and Restated Bylaws dated April 23, 2013 provided by the club s legal counsel Hirschler Fleischer. Present Board members: Chung, Byerly, Creery, Garlock, Howarth, Johnson, Keeler Present Staff: Carroll Absent Board Members: Goldsmith-Ray, Wakefield President Sherman Chung called the meeting to order at 7:06 PM. A motion was made to accept the changes made by legal counsel to the bylaws. The motion was seconded. Discussion began and the motion was withdrawn. a. Voting rights were discussed in regards to special meetings of the membership and the process by which Board members get elected. Staff will follow up with legal to clarify the proposed changes on this item. b. Membership definitions were discussed, in regards to juniors/parent members and who maintains the membership and right to vote. Staff will follow up with legal to clarify the proposed changes on this item. c. The Board discussed the process by which the Board elected member would be selected. The wording as proposed by legal was accepted. d. The order of business at the annual meetings was clarified. e. There was discussion regarding a special election and the voting procedure. Staff will follow up with legal to verify that the proposed procedure is reflected in the bylaws. f. An action item for the Board Development Committee was created to address the nominating and voting procedure for a general election. They have been asked to update and further develop a documented procedure. g. The Board discussed the comment period proposed for changes to the bylaws. Staff will follow up with legal regarding specific instances requiring immediate changes and to revisit the proposed language. Adjournment - President Sherman Chung called the meeting closed at 8:11 PM. Respectfully submitted, Jessica Keeler

21 Richmond Volleyball Club Board of Directors 28 May 2013 The regular meeting of the Richmond Volleyball Club Board of Directors was held at the RVC Byrdhill location on May 28, Present Board Members: Chung, Byerly, Creery, Garlock, Goldsmith-Ray, Howarth, Keeler, Wakefield Present Staff: Carroll Present Comptroller: Yaffe Absent Board Members: Johnson President Sherman Chung called the meeting to order at 6:07 PM. I. Consent Agenda a. The meeting began with a motion to approve the Consent Agenda including the April Meeting Minutes, the Management Report and the Financial Statements. Motion was unanimously approved. II. Finance Committee (Presented by Travis Garlock/Andy Creery) a. Mr. Creery and Ms. Carroll met with the bank to discuss options to finance capital project spending. A roof replacement cost estimate is needed for this. b. The Committee is looking to move future monies into the Robison Fund to enhance visibility for potential grants. c. A new Point of Sale system has been purchased. The system will need to be tested and implemented and should be ready by the new Fiscal Year. d. Mr. Yaffe is getting quotes from auditors for approval at the next Board Meeting. e. Club liquidity is in good condition with plenty of cash available. Projections for the end of FY 2013 include the Robison Fund at $15,000, the Facilities Reserve at $168,000 and Operating Cash at $179,000. f. Accounts receivables are up due to timing of the month. Juniors receivables are up due to billing for expenses. g. Budgeting process will begin in approximately 2 weeks. Strategic plan priorities and budget requirements need to be determined.

22 h. The motion from the Finance Committee to move $5,000 to the Board Designated Fund was unanimously approved. III. Bylaws Revision Update (Presented by Jim Byerly) a. Legal counsel comments were received from last month s discussion on the Fourth Amended and Restated Bylaws (updated 21 April 2013). The Board agreed to changes and awaits final draft from legal counsel. IV. HR Committee Update (Presented by Darcy Carroll) V. Old Business a. The committee updated and revised the Employee Handbook and Guidelines (May 2013). Any comments should be sent to Ms. Johnson for final document approval at the next Board Meeting. b. The committee is continuing to work on employee succession planning. a. Temporarily restricted and board designated funds will be addressed by the end of the fiscal year. b. Strategic Plan (Sherman Chung) i. Final comments from Board members were sent to Ms. Carroll. ii. A new committee will be established to link the Strategic Plan with the upcoming budget. c. Committees are being finalized and will be established at the next Board Meeting. d. Flying Squirrels Outing is planned for Wednesday, June 5. VI. New Business a. Convention Center Courts (Townley Goldsmith-Reye) i. Ms. Goldsmith-Ray discussed the relationship between the Convention Center, Sports Backers, RVC and the tourism community as they relate to the sport courts rented for several RVC tournaments. The courts have reached the end of their useful life and a resolution for RVC is needed for the January 2014 tournament. VII. Upcoming Committee Meetings a. Junior Program Development (1 st Monday) June 3

23 b. Human Resources (2 nd Wednesday at 5:30 PM) June 12 c. Finance Committee (3 rd Tuesday at 6 PM) June 18 d. Capital Improvements Committee (3 rd Friday at 1 PM) May 31, June 21 Next Board Meeting is Tuesday, June 25, 2013 at 6:00 the North Club facility. Adjournment - President Sherman Chung called the meeting closed at 7:24 PM. Respectfully submitted, Jessica Keeler

24 Richmond Volleyball Club Board of Directors 25 June 2013 The regular meeting of the Richmond Volleyball Club Board of Directors was held at the RVC Byrdhill location on June 25, President Sherman Chung called the meeting to order at 6:05 PM. Present Board Members: Chung, Byerly, Creery, Garlock, Goldsmith-Ray, Howarth, Johnson, Keeler, Wakefield Present Staff: Carroll, Present Comptroller: Yaffe I. Consent Agenda a. The meeting began with a motion to approve the Consent Agenda including the May Meeting Minutes, the Management Report and the Financial Statements. Motion was unanimously approved. II. III. IV. Bylaws Revision Update (Presented by Jim Byerly) a. The Board discussed comments received from members and legal counsel on the Fourth Amended and Restated Bylaws. b. There was discussion regarding Article VIII, Amendment of Bylaws. Wording was agreed upon and approved by legal counsel. c. The Board voted to approve the Fourth Amended and Restated Bylaws (with changes as discussed). 8 members approved, 1 abstained. d. A motion was made to call for a Special Election for up to 2 member selected Board Members. Applications are due July 19 th and the Special Meeting is currently scheduled for Tuesday August 20. HR Committee Update (Presented by Trisha Johnson) a. The Board has had opportunity to review the Employee Handbook and Guidelines. A resolution will be sent for approval of the Guidelines so they can be in place and effective immediately. b. The committee is continuing to work on employee succession planning and will have a draft to review by the next meeting. Committee Assignments (Presented by Sherman Chung) a. The first draft will be distributed to the Board this week for final approval. V. Ad Hoc Planning Committee (Presented by Jim Byerly) a. The committee met to discuss expansion options, including the use of the West facility. Other discussion points included sand facilities, grass courts, indoor expansion, parking, satellite facilities (West and others), land acquisition, financing and outreach programs.

25 b. CIC Committee obtained a roof estimate to include in the total probable cost to bank for financing possibilities. VI. VII. VIII. Finance Committee (Presented by Travis Garlock) a. The committee noted that the club liquidity remains strong with $359K in cash ($196K operating cash, $128K reserve account). b. The club s YTD net income is $74K, ahead of yearly budget by $34K. c. The motion from the Finance Committee to move $10,000 to the Board Designated Fund was unanimously approved. d. The motion from the Finance Committee to approve Hardy, Harris & Johnstone, P.C. as the external auditor for the FY13 financial statements was unanimously approved. The fee for the audit and tax return will be $11,275 (a decrease from prior year fees of $11,995). e. The motion from the Finance Committee to approve an increase in individual membership dues starting in FY14 was approved (8 approved, 1 abstained). Membership fees will increase $25 for a full year membership; $20 for three season memberships; $15 for two season memberships; and $10 for one season memberships. f. The lease on the West facility will expire in April A decision to renew the lease will be needed by October. g. Sales tax will increase.3% on July 1, Concession prices will be increased to reflect this change. h. The club s insurance rates increased by 20% so management has begun obtaining quotes to determine if the club can obtain better rates. Old Business a. Temporarily restricted and board designated funds will be addressed at the end of the fiscal year. b. Alternating Monthly Meetings was discussed in order to spend more time involved in the committees. It was agreed to discuss this option further in the coming meetings. Upcoming Committee Meetings a. Junior Program Development (1 st Monday) July 1 b. Human Resources (2 nd Wednesday at 5:30 PM) July 10 c. Finance Committee (3 rd Tuesday at 6 PM) July 16 d. Capital Improvements Committee (3 rd Friday at 1 PM) July 19 e. Ad Hoc Planning Committee (as needed) July 8 at 1pm Next Board Meeting is Tuesday, August 20, 2013 at 6:00 the North Club facility. There will be no July meeting in order to focus on the fiscal budget. Adjournment - President Sherman Chung called the meeting closed at 8:06 PM. Respectfully submitted, Jessica Keeler

26 Richmond Volleyball Club Special Meeting of the Board 08 August 2013 The special meeting of the Richmond Volleyball Club Board of Directors was held at the RVC Byrdhill location on August 8, The purpose of the meeting was to review the slate of candidates presented by the Board Selection Committee. Present Board Members: Chung, Byerly, Creery, Garlock, Goldsmith-Ray, Howarth, Johnson, Keeler Absent Board Members: Wakefield President Sherman Chung called the meeting to order at 5:35 PM. I. Election of Candidates for the Special Election Slate a. Mr. Byerly presented the Board Selection Committee recommendation for a slate of candidates for two open board positions. The committee recommended Andre Spencer and Lesley North for candidacy. b. After discussion of all candidates who interviewed, the committee recommendation was unanimously approved by the Board. II. III. Election Process a. Mr. Creery suggested that the Special Election be extended through the beginning of the Fall Season to allow for maximum member participation, as one week in August did not provide this. Therefore, the voting will begin as soon as possible and extend through October 2 at which time the ballots will be closed. The Special Election Meeting will be held on Monday, October 7. b. The ballot will have boxes to check for the two candidates, a box and blank line for a write in vote (a member can write in up to two names) and a box for the member to allow the Board to vote their proxy. A date beside the proxy choice will be required and WILL NOT be accepted if the proxy vote is not dated. c. This process for elections of two open board positions was unanimously approved by the Board. RVC Membership Renewal Form a. The membership renewal forms shall have an addendum attached which allows the members to check a box if they want the Board to vote their proxy in Board elections and allow for consent through electronic signature. The renewal from will not be accepted unless it has the completed addendum attached. Mr. Byerly will follow-up with all of the Board Candidates. Adjournment - President Sherman Chung called the meeting closed at 6:15 PM. Respectfully submitted, Jessica Keeler, Secretary

27 Richmond Volleyball Club Board of Directors 20 August 2013 The regular meeting of the Richmond Volleyball Club Board of Directors was held at the RVC Byrdhill location on August 20, Present Board Members: Byerly, Creery, Garlock, Goldsmith-Ray, Howarth, Johnson, Keeler Absent Board Members: Chung, Wakefield Present Staff: Carroll Present Comptroller: Yaffe Vice President Andy Creery called the meeting to order at 6:03 PM. I. Consent Agenda a. The meeting began with a motion to approve the Consent Agenda including the June Meeting Minutes. Motion was unanimously approved. II. III. IV. Management Report (Presented by Darcy Carroll) a. There was discussion regarding growth possibilities for the adult and juniors programs. b. Summer programs offered by RVC had improved attendance this year. c. Several facilities maintenance improvements were completed. Finance Committee (Presented by Travis Garlock) a. June Financials were approved by the Board. b. July Financials are in review. c. The Committee is recommending changing the format of the financials to include Unbilled Receivables in order to more accurately record revenue in the interim period (month) in which it is earned. d. The 2013/2104 Fiscal Year Budget was presented for review by the Board. The Board discussed the budget items, with a few that will go back for review by the Committee. e. The Committee budgeted $64,000 for rental of sport courts at the Convention Center tournaments, which was a major change from years past. Staff is working to have the tourism folks pay to purchase the courts, which would greatly decrease our expense. f. The board approved a request to add a new full time position that will assist with juniors and outreach, both of which are key to implementing the strategic plan. HR Committee Update (Presented by Trisha Johnson) a. HR Committee Meeting Minutes were presented to the Board. b. The committee is continuing to work on employee succession planning. c. The committee is currently developing a compensation matrix with goal oriented performance reviews for staff. This includes a salary survey and performance tools. This will be used for review of the Executive Director by the Board and staff by the Executive Director. V. Board Elections Update a. A Special Meeting of the Members for Board Election is scheduled for October 7. b. A ballot and a proxy form are being developed for the election. c. Board recommended candidates will be released by August 26.

28 VI. VII. VIII. IX. Ad Hoc Planning Committee (Presented by Jim Byerly) a. Ms. Carroll and Mr. Jack Torza met with Cadmus to discuss donation or a rental of land for parking. Ms. Carroll is following up with a potential lease agreement. b. The Committee is on hold until financial feasibility from the Finance Committee addresses possible expansion options. Old Business a. Temporarily restricted and board designated funds will be addressed at the end of the fiscal year. b. Alternating Monthly Meetings will occur in order to spend more time involved in the strategic committees. There will be a board meeting on September and November and Committee Meetings in October and December. c. Committee Assignments will be sent out to the Board this week. New Business - None Upcoming Committee Meetings a. Junior Program Development (1 st Monday) September 2 b. Human Resources (2 nd Wednesday at 5:30 PM) September 11 c. Finance Committee (3 rd Tuesday at 6 PM) September 17 d. Capital Improvements Committee (3 rd Friday at 1 PM) September 20 Next Board Meeting is Monday, September 23, 2013 at 6:00 the North Club facility. Adjournment Vice President Andy Creery called the meeting closed at 7:55 PM. Respectfully submitted, Jessica Keeler, Secretary