Chautauqua Lake and Watershed Management Alliance
Minutes of the Board of Directors Meeting
Thursday, October 15, 2015
4:00 p.m. at CCIDA Conference Room
Directors present: Pierre Chagnon, Linda Barber, Don Emhardt, Sally Carlson, Ken Shearer, David Wesp, David Shepherd, & David Spann
Absent: Vince Horrigan
Others in Attendance: Past Interim Directors Mark Geise, Lyle Hajdu and Randy Sweeney. Chautauqua County Watershed Coordinator, Dave McCoy. Interested citizen, Julia Dyatel. Chautauqua Lake & Watershed Management Alliance Executive Director, Erin Brickley.
Founding Member representatives in Attendance: Doug Conroe – Chautauqua Lake Association, Karen Rine – Chautauqua Lake Partnership and South & Center Chautauqua Lake Sewer District, Tom Ennis– NYS Office of Parks, Recreation and Historic Preservation – Allegany Region and Tom Cherry – Chautauqua Utility District.
I. Call to Order:
Interim Chair Pierre Chagnon called the meeting of the Chautauqua Lake and Watershed Management Alliance (Alliance) to order at 4:01 pm. He noted for the record that there was a quorum (8 of 9) present.
II. Welcome new Directors and recognition of past Interim Directors:
Alliance Founding Members voted to establish a permanent Board of Directors via submissions of the Member Voting Form by the deadline of 9/15/15. By a majority vote of twenty Members, the recommended slate of candidates (as submitted by the Interim Governance Committee and approved by the Interim Board at the August Board Meeting) have been elected to serve. The permanent Board of Directors includes: Vince Horrigan, Pierre Chagnon, Sally Carlson, Don Emhardt, David Wesp, Linda Barber, Ken Shearer, David Shepherd & David Spann.
As part of new Director Orientation, the Executive Director emailed the following Alliance documents to all members of the permanent Board on 9/16/15: By-Laws (last amended 6/18/15); Certificate of Incorporation; Interim Board Meeting Minutes from 11/18/14, 12/5/14, 1/22/15, 2/6/15, 4/20/15, 6/18/15 and draft Minutes from 8/14/15; & Executive Summaries for March-April, May-June, and July-August.
Mr. Chagnon welcomed all new Directors to the first meeting of the permanent Board of Directors and asked they introduce themselves, give any relevant background and their connection to Chautauqua Lake. He also expressed sincere appreciation to our past Interim Directors who worked so diligently to help establish this new organization. Interim Directors recognized were Lyle Hajdu, Tad Wright, Mark Geise, Randy Sweeney, Cecil Miller and Marty Bova. Ms. Brickley concurred.
III. Welcome to Founding Member representatives in attendance:
Mr. Chagnon extended a sincere welcome to representatives from the Founding Members in attendance and opened the floor for any questions, concerns, or topics of discussion. None were brought forward.
IV. Election of officers:
Mr. Chagnon presented a recommended slate of officer candidates to the group in attendance consisting of Linda Barber for Chair, Don Emhardt for Vice-Chair, David Shepherd for Secretary and Pierre Chagnon for Treasurer.
Mr. Wesp made a motion to accept the suggested slate and was seconded by Mrs. Carlson. There was no discussion and the motion was approved unanimously.
As the new Board Chair, Ms. Barber presided for the remainder of the Board Meeting.
V. Ratify the Alliance role in the Macrophyte Management Strategy as defined in Chapter 15:
All permanent Board Directors were emailed the final draft of “Chapter 15: Implementation” of the Macrophyte Management Strategy (MMS) for review on 10/1/15 by the Executive Director.
The Alliance Mission statement specifies that it will promote and facilitate implementation of recommendations from the Chautauqua Lake Watershed Management Plan and the Chautauqua Lake Macrophyte Management Strategy. Chapter 15 of the MMS identifies the Alliance as playing a growing facilitation role in implementation of the MMS under the “Walk, Crawl, Run” scenario over a number of years. The Watershed Plan was published in 2010 but the MMS is just now being finalized, which allows for the newly formed Board to confirm the Alliance’s role as written.
Mr. Geise gave a brief overview for those in attendance. Over the past number of years, the Chautauqua Lake Management Commission (CLMC), which has now evolved into the Alliance, was involved in the creation of both the 2010 Chautauqua Lake Watershed Management Plan as well as the MMS. The MMS at its core is related to delineating macrophyte management zones within Chautauqua Lake based on human uses and environmental sensitivities. Management is focused in those zones where human uses overlap with environmental concerns. Based on the unique characteristics of each zone, certain macrophyte management alternatives are recommended, and others are dismissed. The resulting mosaic of sites and management alternatives represents an ecosystem-based management approach. To be successful, it will be essential that the MMS has buy-in from key stakeholders, resulting in a higher level of cooperation and collaboration. Mr. Geise noted that because the Alliance has members comprised of many local stakeholder community organizations, it is logical that the Alliance act in a facilitation role over the coming years regarding the MMS as well as to seek funding to aide in implementation.
There were some questions and comments made. Mrs. Carlson asked if this would result in the Alliance policing the lake and the group consensus was that it would not. Ms. Barber, Mr. Conroe and Mr. Shearer commented on ensuring the Alliance remains focused on not competing with our local lake related non-profits for local dollars. Therefore, Ms. Barber requested that the following edit be made to Chapter 15: Section 15.6.6, 5th bullet, first sentence, to remove “through contributions, fund raising activities, grants and other sources.” The sentence will now read as “The Alliance is operating as intended and is generating funding from a wide variety of initiatives.” Mr. Spann asked about the expected timeframe for the MMS to be finished. Mr. Geise advised the draft has been fully finalized and is in the hands of the consultant so that the final revision to the maps can be done. Therefore, it will be sent on to the NYS DEC and US Army Core of Engineers very shortly.
Mr. Chagnon made a motion to ratify the Alliances’ role in the MMS as written but with the inclusion of Ms. Barber’s requested edit which was seconded by Mr. Shepherd. The motion was approved unanimously.
VI. Approval of Minutes:
No suggested changes were brought forward and the minutes of the 8/14/15 Board Meeting was accepted as submitted.
VII. Recommendation for Open Invitation:
Ms. Brickley advised the group that prior to the inaugural Membership Drive, the Interim Board agreed that it would be good for communication and transparency to extend an open invitation to Alliance Member representatives to attend Interim Board Meetings, and then Member attendance would transition to the annual May Member Meeting once the permanent Board was in place. Ms. Brickley recommended however, that we continue this open invite to Member representatives for all Board Meetings going forward. The Board was in agreement with this recommendation and Member representatives will continue to be invited to all Board Meetings.
VIII. Discussion of Board Meeting Locations:
Ms. Barber noted that there seems to be a need for a larger meeting space. Mr. Conroe concurred and noted that it would be nice to allow as many representatives from each member organization to attend rather than just one representative per member.
It was noted that the CLMC meetings used to be held at the Stow Senior Center in North Harmony and this might be a good option to return to since it has capacity for greater numbers of people. Mrs. Carlson, Town Supervisor for North Harmony advised that this could be an option for the Alliance Board. The Lawson Center in Bemus and rotating among Member sites were both mentioned as well.
Ms. Barber called for more frequent Board Meetings which are currently being held every other month, to be held monthly, and that the group should determine a set time each month. After discussion, it seemed that either the 1st or 2nd Thursday of every month at 4pm would be ideal. The final determination to be made by the Chair and the Executive Director as there was no calendar to reference during the meeting.
IX. Review of Executive Summary:
The Executive Director sent out an Executive Summary for review on 10/12/15 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.
One topic from the Executive Summary was highlighted. Ms. Brickley advised that there have been some preliminary meetings and discussion related to use of a portion of the Bathhouse at Long Point State Park as an office for the Alliance. The OPRHP – Allegany Region has been very gracious on allowing for the possibility. The view of the Lake is front and center and seems an ideal location for an Alliance office. However, this building is seasonal in that it is shut down after Columbus Day for the winter. This will therefore need further discussion in the future.
X: Discuss timeframe to populate both the Governance Committee and the Scientific Review & Advisory Committee:
Ms. Barber stated she would participate in a Governance Committee in an ex-officio capacity as the new Board Chair and called for volunteers from the Board. Mr. Chagnon and Mr. Shepherd agreed to participate in the Governance Committee. Ms. Barber to identify a third participant.
Note: Shortly after this Board Meeting, it was determined that the newly elected officers (Chair, Vice-Chair, Secretary, & Treasurer) would form the Governance Committee.
Ms. Barber requested that Mr. Spann organize the efforts to populate the Scientific Review & Advisory Committee. This committee is different because participants need not be an Alliance Director or be directly affiliated with the Membership. However, they should have some background in the sciences and experience with the environmental factors impacting the health of Chautauqua Lake. It was agreed that the Executive Director would email the Members and request suggestions for committee participants and that Mr. Spann would work on getting a list of recommended participants together to be reviewed and approved by the full Board.
XI: Amending By-Laws versus Policy Statements:
This topic has evolved over the last several Interim Board meetings. The By-Laws were purposefully written in a broad way to allow for flexibility during these initial years as the Alliance matures and finds its footing. However, we have already run into situations where clarity is needed that are not specified in the By-Laws. Two possible fixes are to continually amend the By-Laws or to use a system of Policy Statements that get reviewed and approved by the full Board to set Policies as needed.
Ms. Brickley recommends using Policy Statements and amending the By-Laws only in cases where typos are discovered or there is conflicting instruction statements already written.
Mr. Shepherd suggested the topic be tabled and determined at the first Governance Meeting with Ms. Barber in agreement.
XII: Policy Statement – Director Term:
At the August Interim Board meeting, there was some question regarding Director Terms. Based on the conversation in August, Ms. Brickley drafted a Policy Statement to clarify the situation as written below.
Policy Statement: Once an individual has been deemed eligible under the By-Laws and is elected to serve on the Board of Directors for the Chautauqua Lake & Watershed Management Alliance (Alliance), the 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 (at-large), 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.
Exclusions: The exception to the above policy statement would be the County Executive as this is an ex-officio Alliance Board position. 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.
However, since the determination to use Policy Statements or not was tabled in the above topic XI, approval of this Policy Statement will be tabled until the Governance Committee makes their recommendation on how to proceed.
XIII: Amend By-Laws to correct conflicting direction related to when Director Term expire:
Ms. Brickley advised that there was conflicting written guidance in the current By-Laws related to exactly when a Directors term of service expires each year.
Article 1 Members, Section 1.3 Meetings (a): The annual meeting of the Members for the election of the Directors….including the delivery of the annual report….shall be held each year…in the month of May…
Article 2 Board of Directors, Section 2.4 Term and Staggered Board: …The directors shall divide themselves into three classes consisting of three directors each…with terms of one, two, and three years…The terms of the directors in each class shall expire concurrently at the end of the relevant fiscal year, and only one class may expire during any fiscal year.
Article 7 Fiscal Year: The fiscal year of the Corporation shall be the calendar year.
Ms. Brickley recommends amending Section 2.4 to read: “The terms of the directors in each class shall expire concurrently at the annual meeting of the members, and only one class may expire during any fiscal year.” Mr. Chagnon made a motion to approve amending the By-Laws to remove the conflicting wording as suggested by Ms. Brickley and Mr. Shepherd seconded the motion. The motion was approved unanimously.
XIV: Review Draft Budget:
Ms. Brickley advised the group that this draft budget is very preliminary and any input from the Directors on format and line items is the reason it’s being disseminated in draft form. Ms. Barber noted that the Alliance really needs to hire an outside auditor who would aid in finalizing the format for budget reporting. Several suggestions were made as to who the outside auditor / consultant could be. It was determined the Executive Director would gather names of recommended consultants and put this service out for bid.
XV. New / Upcoming Business:
Ms. Brickley advised the group that Senator Young was able to secure $50,000 in funding for the Alliance specific to invasive species control in Chautauqua Lake, as described in the enacted state budget for state fiscal year 2015-16. The funding will process through the DEC to the County which will then contract with the Alliance. The focus for the use of these funds will be to partner with the appropriate Alliance Members to collectively agree upon and implement a work plan to aid in early detection of aquatic invasive species and monitoring in Chautauqua Lake.
Ms. Brickley reminded the group of the County establishing a CLMC/Alliance Local Match Fund in June that was an extremely useful tool for successfully submitting over a million dollars in state grant applications in July for stream bank stabilization projects. One of the biggest challenges for applying for State or Federal grant opportunities is securing the source(s) of the required local match dollars. However, as discussed at the August meeting, the $225k in the CLMC/Alliance Local Match Fund has restrictions and there are no current plans to replenish this account. Therefore, Ms. Brickley suggests that the Alliance reach out to the local Foundations for their input on a Foundation supported match fund, set up in much same way and with the same restrictions as the CLMC/Alliance Local Match Fund. This topic is still in the preliminary stages of discussion and will be further explored.
XVI. Member Updates:
Ms. Barber opened the floor to any member updates or upcoming events.
Mr. Conroe gave an update on recent work done by the CLA. The CLA has been focused on small dredging projects at a couple different sites the last few weeks.
Mr. McCoy, the County Watershed Coordinator, advised that he has to keep all the waters of the County in mind, not just Chautauqua Lake, but that he is available as a resource for the Alliance.
Mr. Ennis from NYS OPRHP-Allegany Region advised that construction is underway to run a new sewer line connecting the Bathhouse and the Marina at Long Point State Park to the Center Chautauqua Lake Sewer District.
Mr. Cherry from CUD advised they are still pending the go ahead from DEC Region 9 on the $8 million sewer plant renewal project that encompasses reduction of phosphorus and ammonia in the plants effluent. He was hoping to have already put this out for construction bid by this time.
Mr. Spann advised that Soil & Water orchestrated seven 2% projects this year, with four being in the Chautauqua Lake watershed, all of which are now completed. Goose Creek EQIP restoration project is still pending permits. AEM Summary recently completed. Utilizing a County allocation, S&W still actively hydro-seeding, likely will still be seeding for another month at least before stopping for winter.
Mr. Shearer, owner of the Chautauqua Marina, noted that there was a recent court ruling related to the EPA and zebra mussel prevention.
Ms. Barber adjourned the meeting at 5:20 pm.