Chautauqua Lake and Watershed Management Alliance
Minutes of the Board of Directors Meeting
Thursday, November 12, 2015
4:00 p.m. at Stow Senior Center
Directors Present: Linda Barber, Don Emhardt, Pierre Chagnon, Sally Carlson, Ken Shearer, David Wesp, David Shepherd, & David Spann
Absent: Vince Horrigan
Others in Attendance: Erin Brickley, Alliance Executive Director. Dave McCoy, Chautauqua County Watershed Coordinator. Doug Champ, City Riverfront Management Council & interested citizen. Kevin Sixbey, Chautauqua Lake Rowing Association President.
Founding Member Representatives in Attendance: Doug Conroe & Craig Butler – Chautauqua Lake Association, Marla Connelly – NYS Office of Parks, Recreation and Historic Preservation – Allegany Region, Lyle Hajdu – Chautauqua Watershed Conservancy, Cassie Pinkoski – Chautauqua County Soil & Water Conservation District and Tom Cherry – Chautauqua Utility District.
I. Call to Order:
Chair Linda Barber called the meeting of the Chautauqua Lake and Watershed Management Alliance (Alliance) to order at 4:01 pm. It was noted for the record that there was a quorum (8 of 9) present.
II. Open floor: Founding Member representatives and interested community members in attendance:
Ms. Barber extended a sincere welcome to representatives from the Founding Members and interested community members in attendance and opened the floor for any questions, concerns, or topics of discussion.
Mr. Sixbey, President of the Chautauqua Lake Rowing Association announced that in celebration of their 10 year anniversary, the Rowing Association was holding a special event entitled “An Evening with Katie Spotz” on January 25th, 2016 at 6:30pm at the Reg Lenna Center for the Arts. After 70 days at sea Katie became the youngest individual to row solo across the Atlantic Ocean. Not only was she striving for a world record, her main goal was to raise awareness and money for safe drinking water projects around the world. To date she has raised over $150,000.00. Mr. Sixbey encouraged all to join them for this motivating and inspirational event. A flyer will be forwarded to the Alliance for distribution in the near future.
III. Approval of Minutes:
Mr. Wesp made a motion to accept the minutes of the 10/15/15 Board Meeting as written, seconded by Mr. Chagnon. The motion was approved unanimously.
IV. Review of Executive Summary:
The Executive Director sent out an Executive Summary for review on 11/10/15 via email to all Interim Board Members and Founding Member representatives. The structure of the summary is a list of Alliance goals, each with a status update documented. Ms. Brickley noted that once a goal has been completed and designated as such on the Summary that item is removed from the next report. She also advised the new Board that if they would like to see these reports in a different format, feel free to make suggestions now that there are new Directors recently elected.
V: Executive / Governance Committee:
Ms. Barber stated that the newly elected officers / Executive Committee (Chair, Vice-Chair, Secretary, & Treasurer) would meet regularly as the Governance Committee and they had recently met yesterday, 11/11/15. Going forward, the Governance Committee will meet every month on the first Thursday at 4pm, one week ahead of the regularly scheduled monthly Board Meetings to discuss and vet topics to be submitted to the full Board for consideration.
VI. Schedule and Structure of Board Meetings:
Ms. Barber advised the group based on discussions at the last Board Meeting on 10/15/15 and the recent Governance Meeting on 11/11/15; it is recommended that the full Board meet monthly on the second Thursday at 4pm. The meetings will be open to anyone affiliated with the Founding Member organizations as well as being open to the general public. Mr. Shepherd made a motion to accept, seconded by Mr. Spann. The motion was approved unanimously.
VII. Policy Statements & Amendments to the By-Laws:
Ms. Barber advised the group that the Governance Committee recommends a combination of both Policy Statements as well as amendments to the By-Laws when further clarity is needed going forward, to be determined on a case by case basis. In the case of clarifying Director’s Terms (previously discussed at the 10/15/15 Board Meeting), an amendment is recommended.
Ms. Brickley reviewed the recommended verbiage for the amendment related to Directors Terms, with the changes italicized below.
Recommended amendment (Article 2: Board of Directors, Section 2.4):
Section 2.4: Term and Staggered Board.
(a) Each director shall serve for an initial term of three (3) years, and may be elected to no more than two (2) consecutive succeeding terms of three (3) years each, thus serving a maximum of nine (9) continuous years. After a director has served the maximum nine (9) continuous years, that director must not serve for (1) year as a director, after which such director may be eligible for election for to up to three (3) consecutive succeeding terms of three (3) years each. Once elected to serve, the Director term assigned by the Alliance supersedes all others. For governmental representatives, once an elected official starts the term as an Alliance Director, he or she shall complete the Alliance Board term regardless of when their respective County, Town or Village elected term ends. For all other representatives, once he or she starts the term as an Alliance Director, he or she shall complete the Alliance Board term regardless of stepping down or timing out of participation with the associated Member organization or Friends of the Corporation. The only exception would be the County Executive as this is an ex-officio Board position per Section 2.2. Whoever is acting or sitting County Executive shall fill this assigned Board position. Therefore, in the case of the County Executive, the Alliance Director role would end when the elected county term ends.
(b) The directors shall divide themselves into three (3) classes consisting of three (3) directors each. The Board shall determine in its discretion which directors shall be assigned to a particular class. The Board shall divide the Corporation’s initial Board into classes with terms of one (1), two (2) and three (3) years. The terms of the directors in each class shall expire concurrently at the annual meeting of the members, and only one (1) class may expire during any fiscal year. Upon the expiration of the term of a class of directors, replacement directors may be elected in accordance with the provisions of Section 2.3.
Mr. Wesp made a motion to accept the amendment to the By-Laws as written, seconded by Mrs. Carlson. The motion was approved unanimously.
VIII: Scientific Review & Advisory Committee:
Mr. Spann submitted a list of recommended candidates for the Scientific Review & Advisory Committee to the Governance Committee on 11/6/15. The Governance Committee reviewed the list on 11/11/15 and added their support. Mr. Spann expressed his goal was to create a diverse group that would evaluate and prioritize potential projects considering both science and implementation feasibility. The following people are recommended and have agreed to participate, pending Board approval:
- Dave McCoy
- Experience with project management and implementation, with over 30 years of environmental consulting. Liaison between the Alliance and the Chautauqua County Legislature, as current Chautauqua County Watershed Coordinator.
- Kim Sherwood
- Background in hydrology and watershed planning, with over 30 years’ experience working with landowners and municipalities to manage natural resource concerns.
- Joe Galati
- 35 years’ experience as a DEC biologist, specializing in aquatic ecosystems and 5 years’ experience in private sector environmental consulting. Knowledge of project feasibility, cost, and implementation.
- Tom Erlandson
- Biology, natural resource conservation and geology professor at JCC for 27 years and has been involved with numerous evaluations of Chautauqua Lake.
- Jane Conroe
- Conservationist with the Chautauqua Watershed Conservancy, major participant in the Citizen Statewide Lake Assessment Program (CSLAP) data collection efforts with the Chautauqua Lake Association as well as long-term relationships with landowners in and around the watershed.
- Courtney Wigdahl-Perry
- Assistant Professor of biology at SUNY Fredonia, with a focus on how lakes respond to different types of environmental changes. Research expertise includes algae ecology, water quality sampling techniques, monitoring buoys, and paleoecology. Recently secured research grant funding for an experimental buoy to monitor current conditions in Chautauqua Lake (to be deployed in spring 2016).
- Becky Nystrom
- Biology professor at JCC for 32 years with extensive knowledge of the biology of lake systems.
- Twan Leenders
- Current president of the Roger Tory Peterson Institute of Natural History, with past experience working with the Audubon Society as a conservation biologist.
Mr. Chagnon and Ms. Barber both commented on the excellence exhibited by all candidates. Ms. Barber advised the Board that Mr. Spann agreed to chair this committee.
Mr. Chagnon made a motion to accept the candidates as recommended and for Mr. Spann to chair the committee, seconded by Mrs. Carlson. The motion passed unanimously.
IX. Check Signing Policy:
Mr. Chagnon advised the group that currently Ms. Brickley and he (as past Interim Chair) are signatories on the Alliance business checking account. Ms. Brickley has been handling the small volume of transactions thus far. In an effort to implement internal controls, the Governance Committee recommends adding the new Board officers (Barber, Emhardt, Shepherd, & Chagnon) to the Alliance business checking account. Once all officers have been added, sign off from one officer will be required on all transactions and any transaction over $10,000 would require two officer signatures. Mr. Chagnon made a motion to accept these recommendations, seconded by Mr. Shepherd. The motion was approved unanimously.
X. Bookkeeping Services:
For additional internal controls, Mr. Chagnon noted that the Governance Committee also recommends doing an RFP to hire a bookkeeper. Mr. Wesp noted that bookkeeping needs are minimal at this time. Mr. Chagnon agreed and any bookkeeping services would be on an as needed basis. Mrs. Carlson made a motion to do an RFP for bookkeeping services, seconded by Mr. Emhardt. The motion passed unanimously.
XI. Discussion for establishing an Audit Committee:
The Board approved an RFP for Audit and Tax services at the 10/15/15 Board Meeting. Mr. Chagnon noted that now that RFP’s have been sent out for these services, the Governance Committee recommends the formation of an Audit Committee. Mr. Chagnon has drafted an Audit Committee Charter describing the scope and responsibilities of this committee, which was given to all Board Members in attendance for review. Mr. Shepherd requested that the Board review the draft and send any suggested edits to Ms. Brickley before the next Board Meeting.
XII. General Policies:
Mr. Chagnon advised the group that now that a permanent Board of Directors is in place, additional policies such as Conflict of Interest, Whistleblower, Confidentiality, Internal Controls, Record Retention, Diversity, etc. will need to be established. Mr. Chagnon volunteered to draft one or two policies a month to present to the full Board for consideration.
XIII. Member Updates:
Ms. Barber opened the floor to any member updates or upcoming events.
- Ms. Brickley announced the recent addition of the Cummins Foundation as the 30th Founding Member of the Alliance.
- Mrs. Carlson, on behalf of the Town of North Harmony advised the group that they were not awarded the DEC grant to replace their salt shed that has failed, but they were able to cover the costs through their insurance carrier.
- Mr. Chagnon announced that the recently formed Chautauqua County Sewer Agency would be meeting next Monday. NYS Environmental Facilities Corp (EFC) will be in attendance to advise the group on how the Integrated Sewer Plans for Chautauqua Lake from South & Center and North Chautauqua Lake Sewer Districts scored on the Intended Use Plan as well as an update on other sewer related grants that were submitted.
- Ms. Connelly from NYS OPRHP advised the group that Long Point State Park is now completely sewered and connected to South & Center WWTP.
Mr. Wesp motioned to adjourn the meeting at 4:38 pm, seconded by Mr. Emhardt. The motion was approved unanimously.