FEBRUARY 2021 MONTHLY BOARD MEETING

Mar 17

Written By Gary Tee

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Soulard Restoration Group, Inc.

FEBRUARY 2021 BOARD MEETING MINUTES

Meeting Date: Wednesday, February 17, 2021

Time called to order: 7:04 p.m. (Quorum with 10 of 11 Board members present.)

Meeting was a video conference conducted on Zoom.

Date Minutes Approved by Board: March 16, 2021

SRG BOARD MEMBERS PRESENT: Neil Putz (Pres./ Mtg Chair), Jim Dallas (President Elect), Jeff Roberts (Treasurer), Gary Toribio (Secretary), Scott Plackemeier (Past President), Taylor Bodine, John Durnell, Marilyn Morris, Nancy Lambert, Billy Tomber (Editor, Renaissance). Absent: Beth Hoops

SPEAKERS/OTHER ATTENDEES: None

A. CALL TO ORDER & OPENING REMARKS (President)

1. Meeting Limit

a. To try to keep the duration of the meeting to 90 minutes.

2. Election Update (Candidates, Procedures)

a. Most candidates have completed and submitted their biographical form that the President previously sent out to all nominees titled "Candidate for SRG Officer or Director". Waiting for only 3 more candidates’ bios. The completed bio’s will be distributed to members prior to the start of voting on April 7th.

b. Currently have 7 candidates for the 5 open Director At-Large positions.

c. Detailed electronic voting procedures are still being worked on.

d. Each candidate may speak for during the March 3rd General Membership Meeting.

3. SRG Board & General Membership Zoom Meetings

a. This Board Zoom Meeting was not recorded.

b. There was a trial recording of the February 3rd General Membership Zoom Meeting.

i) The file size of the recording was 2 to 3 GB and takes an exceedingly long time for the Zoom meeting organizer to download.

ii) Due to the large file size, challenges making it available to membership, and the fact that pre-pandemic meetings were never recorded, it was the Board’s consensus to not distribute the 2/3/2021 recording and to not record any Zoom meetings in the future.

c. The Board also discussed procedures for allowing SRG Members to monitor the Board’s Zoom meetings.

i) SRG Members can make a request for the Zoom link, but the link will not be available on the website or in the Blaster.

ii) Members will not be allowed to stay on Zoom videoconference for executive sessions, which the Board will try to have toward the end of meetings; but any Board Member can make a motion to go into executive session at any time during the agenda to discuss a sensitive matter.

iii) Members will also not be allowed to participate in any of the Board discussions and may only address the Board on a particular issue if they coordinate this with the President in advance.

iv) Neil Putz will explain the way a general member can monitor a Board Zoom meeting in an upcoming Blaster.

d. Board Meeting Confidentially

i) Neil Putz reminded the Board that one of the duties of the Board is to develop initial ideas and have exploratory discussions on various topics and share associated information with the general membership once the Board develops a consensus or position on the matter, or feels it is time to seek feedback from the membership.

ii) Until a resolution or motion is passed, there is no official Board action or obligation of the organization.

iii) This approach is not intended to limit transparency; but it is only an attempt to avoid raising undue confusion or concerns while details are preliminary and under development.

iv) It is also important to maintain the confidentially of executive session discussions of sensitive matters.

4. Disposition of Key Documents: Tax Exemption, Liquor License, Property Deed (President Elect)

a. Jim Dallas discussed several important documents that were discovered in storage boxes at Soulard Station as well as other documents that were not found.

b. Billy Tomber explained that SRG only obtains a temporary one (1) day liquor license or catering permit that the City requires for certain events. He also provided information on the SRG Sales Tax exemption and explained the current letter from the State does not expire.

c. After more discussion, the Board agreed that we need to develop a system for the retention and control of our records.

B. MINUTES OF PREVIOUS MONTHLY BOARD MEETING (Secretary)

1. Gary Toribio presented the final draft of the January 21, 2021, Board Meeting Minutes with all received Board review comments incorporated for approval.

Motion to approve the minutes for the SRG Monthly Board Meeting on January 21, 2021, as presented by the Secretary.

Motion by Taylor Bodine, 2nd Jeff Roberts

Those present voted in favor of this motion. No votes opposed it.

Motion passed unanimously.

2. Residential Promotions notes on House Tour Findings (Res Promo Liaison)

a. Earlier on February 17th before the start of the meeting, Taylor Bodine emailed the Board a typed version of the notes that the Res Promo Committee Chair, Luann Denten, used for her presentation on the concept for this event at the January 21, 2021, Board Meeting.

i) This presentation was not provided or proposed as a specific Budget amendment.

ii) It was received by the Board on 1/21/2021 for study.

iii) The Board agreed we would likely not hold an event during the current fiscal year due to the COVID pandemic.

b. The Secretary was asked to include it in the minutes and post it to the SRG website.

i) A copy is attached at the end of these minutes.

C. FINANCIAL REPORT (Treasurer)

1. Financials

a. Jeff Roberts said there were no changes to the finances as reported at the February 3, 2021, General Membership meeting for the first 7 months of this fiscal year through January 2021:

i) Income to date: $11,734

ii) Expenditures to date: $24,399

iii) Net Loss to date: $12,665

iv) Current Balance in bank accounts: $81,245

2. Audit and potential issues jeopardizing SRG’s nonprofit status.

a. Jeff Roberts said the audit for SRG has started, and he did the initial interview with Linda Howdeshell, CPA.

b. There is a one and one-half page list of items being uploaded to Linda.

c. She will also be doing the taxes for SRG.

d. In the initial interview, the private 2021 Virtual Vices and Virtues (V V&V) event caught Linda’s attention although SRG did not produce, sponsor, or benefit from the event. She will be noting it in her final audit report.

i) Jeff Roberts and Linda Howdeshell agreed that the State Attorney General’s Office should be notified as SRG’s nonprofit status could be in jeopardy. The organizer of the private V V&V event did not fully disclose and make it clear to all sponsors, donors, and ticket buyers that SRG and its nonprofit status had nothing to do with the event. Furthermore, the IRS or State could determine that private benefit resulted from the 2021 V V&V event’s use of insider information and other possible resources from SRG’s Residential Promotions Committee’s production of prior SRG Vices & Virtues Balls in February 2020 and earlier.

ii) Jeff asked Linda if she could help with the State notification or recommend any attorneys that specialize in these types of nonprofit issues, but she was not able to be of assistance.

e. Jeff said he contacted two potential attorneys, left a message, and was waiting to hear back from them.

3. Income Tax Extension.

a. Linda Howdeshell also informed Jeff that since SRG’s Fiscal Year ended on June 30, 2020, the tax filing for that year was by November 15, 2020.

b. Linda can proceed with filing an extension request on behalf of SRG.

c. There should not be any fines since SRG had a net loss last year.

d. Jeff informed Neil Putz about this situation before the meeting, and Neil suggested that a memo to file be prepared to document SRG’s steps that are now being taken.

4. Treasurer Resignation

a. Jeff Roberts gave his verbal resignation as the SRG Treasurer effective immediately at the February 17th Board Meeting.

b. The reason Jeff resigned is that his current work commitments no longer allow him to have the time available to sufficiently fulfill the demands of SRG’s Treasurer’s role.

i) He apologized to Neil Putz as he previously committed to continuing as the Treasurer until the April elections. Unfortunately, circumstances changed with his full-time job.

ii) He will assist with the turnover and transition to a new Treasurer.

c. Neil Putz explained that Debby Brown is the unopposed candidate for Treasurer in the April Elections. He is to approach Debby on Thursday February 18th and ask her to start the turnover with Jeff Roberts.

Motion to move forward with retaining an attorney for providing ongoing advice to SRG.

Motion by Marilyn Morris, 2nd Billy Tomber.

Discussion: Jim Dallas or Neil Putz will take this issue for action and retain an attorney and establish a relationship for SRG legal matters that may arise. If the attorney recommends any actions associated with the circumstances discussed during the Treasurer’s report, Neil Putz will proceed accordingly with the attorney. John Durnell recommended that SRG sends a letter to the State which is prepared on an attorney’s letterhead which clarifies that the private 2021 V V&V event had nothing to do with SRG or our nonprofit status.

The President called for a vote and those present voted in favor of this motion. No votes opposed it.

Motion passed unanimously.

D. SLMPD LIAISON REPORT: (President)

1. Neil Putz reported that Officer Douglas has been on extended leave, and he will contact SLMPD to find out if there is another officer covering Soulard while Officer Douglas is out.

E. OLD BUSINESS

1. Purchasing Procedures Resolution: Board Discussion & Vote: (Secretary & President Elect)

a. Prior to the meeting, Gary Toribio emailed the Board the most current version of the “Budget Execution and Purchase Procedures” that is under consideration for adoption.

b. Neil Putz asked for any additional recommended revisions from Board Members.

c. Jim Dallas stated that he received an email from Beth Hoops with a few issues, but Beth was unable to participate in this Board meeting. Therefore, he will send a reply to her email.

d. The Board decided to table consideration of these procedures until Beth Hoops was available to review the replies to her concerns.

2. Publicizing General Membership Zoom Meetings: (President/Past President)

a. Scott Plackemeier said that temporary yard signs are being printed that reminds the neighborhood about the General Membership meetings on the first Wednesday of the month and to check the Blaster for the Zoom invite/link. He is also working with the Membership Committee to get the signs in place the first week of every month.

3. Budget 2021 Timeline: (President Elect)

a. In the January Board meeting, Jim Dallas suggested we look to have the vote to approve the budget at the July General Membership meeting, to accommodate the transition from the current COVID restricted budget to a more traditional budget in FY 2022 that would be prepared by the new Board elected in April 2021. However, Board members explained that SRG does not traditionally have a General Membership meeting in July.

b. Therefore at this meeting, Jim Dallas developed an alternate approach and presented a revised timeline that would provide for the membership approving the FY 2022 budget at the June General Membership Meeting as called for in the Bylaws.

i) To have the Budget ready for the June meeting, most of the budget preparation process would need to be accomplished by the current Board in March and early April before the new Board’s term begins on April 21st.

c. Gary Toribio suggested that we return to Jim’s original proposal to have the Budget approved at a General Membership meeting that would be on the first Wednesday of July (7/7/2021).

i) This would allow the incoming Board to do the budget hearings with SRG’s Committees and develop the final budget that they would recommend for the membership to approval.

ii) There is nothing in the Bylaws that preclude having a July General Membership meeting although it may have been customary in past years. Also due to the pandemic and COVID restrictions, only a limited number of members may be on vacation out of town that week after Sunday, July 4th.

iii) SRG will also likely still be conducting membership meetings by Zoom videoconferencing in July due to continuing COVID restrictions or concerns. If members are out of town, they will still be able to participate in the July Zoom meeting.

iv) Although the Bylaws require the annual budget be approved at the June meeting, it has been postponed in some years and presented at another month’s meeting at the discretion of the Board to allow additional time for the proposed budget to be properly developed.

d. It is intended that the February financials to be broken out and provided to each committee before the start of March.

e. Taylor Bodine recommended that budget guidance be provided to committees earlier this year so they will have more time to prepare their budget input.

f. Billy Tomber clarified that Fiscal Years are referenced by their end date or end year. A fiscal year is the 12-month accounting period that SRG uses to report its finances. It starts at the beginning of a quarter, July 1, and continues for the 12-month period ending on June 30.

i) For example, to reference SRG’s fiscal year- that runs from July 1, 2020, to June 30, 2021, it would be "FY 2021" or "fiscal year ending Jun 30, 2021."

ii) Similarly, if referring to an expenditure that occurred on Nov 15, 2020, it would be labeled as an expenditure for SRG’s fiscal year 2021.

iii) Therefore, what the SRG membership approved on Nov 1, 2020, was the FY2021 budget.

iv) In July 2021 we will be approving the FY2022 budget.

Motion to plan on having a General Membership meeting on July 7, 2021, with the intent that the members approve the FY 2022 budget, as recommended by the Board, at that time.

Motion by Gary Toribio, 2nd Scott Plackemeier.

Those present voted in favor of this motion. No votes opposed it.

Motion passed unanimously.

4. Preservation Hall Partnership Opportunity Information(John Durnell)

a. Intro (President)

i) Neil Putz explained that no one in SRG’s Board Leadership intends to do anything regarding this subject on our own without membership concurrence.

b. Information Presentation (John Durnell)

i) John Durnell informed the Board that currently the partnership to explore this possible opportunity would be between the CID and SRG. SBA and SSBD would only be potential tenants. Bill Clendenin, attorney and SRG Past president, is also involved in the discussions.

ii) John also explained that currently this is just an exploratory consideration of options to see if it could be feasible.

iii) CID Board member and business owner, Luke Reynolds, is preparing a preliminary proforma on the building’s operating costs.

iv) Phyllis Young, another CID Board member, had questions regarding the reasons why the CID should be involved.

v) The CID is having their attorney review the legality of the CID’s participation in the acquisition of a building for their offices and operations.

c. Billy Tomber advised that more specific information on potential costs and offers is propriety knowledge of real estate matters that should not be public information that would allow others to possibly bid against us.

d. Further discussions are on hold awaiting the CID to receive legal guidance.

5. President Elect Actions (President Elect)

a. Bylaws Revision

i) Jim Dallas reported that he and Chris Schwarz, a SRG and working group member who is also an attorney, are reviewing the initial draft of the revisions for wording and legal considerations.

ii) Subsequently the draft will be routed among the working group members for further consideration.

b. Historic Code revision

i) Jim Dallas explained that 8 or 9 volunteers have stepped forward for this working group .

ii) An initial meeting will be scheduled in early March for organizing the group and a high-level discussion.

F. NEW BUSINESS

1. Conflict of Interest Policy Proposal (President)

a. Prior to the meeting Neil Putz emailed Board members a copy of the proposed SRG Policy Letter #1. A copy is attached at the end of these minutes.

i) He initially mentioned a need for this policy at the January Board meeting based on Wash U Law advice for a 501(c)3 nonprofit, St. Louis Citizens’ Academy, which he led a few years ago.

b. Neil Putz asked each Board member to review and provide input on the proposed Conflict of Interest Policy by Wednesday February 24th.

c. Once adopted by the Board, Neil intends to also include supplemental information with the policy when it is issued to each Board member.

d. Neil said he also has a few additional documents to share with the Board that provides fundamental principles for Officers and Directors of nonprofit organizations.

2. Creation of Historical Committee: (President)

a. Prior to the meeting Neil Putz emailed Board members a copy of excerpts of the current SRG Bylaws and a proposed revision to create a Historical Committee as an additional standing committee. He also provided a Basis of Organizational Authority to create and appoint an additional Historical Committee at this time without the need for a Bylaw amendment approved by the membership. A copy of each is attached at the end of these minutes.

b. Neil Putz explained that an increasing interest in Soulard’s history suggests the need for an independent SRG committee to be established at this time in addition to the existing standing committees provided for in the current Bylaws. Multiple potential historical projects and the need to archive historical information clearly supports this step being taken now.

c. Creation of this new Historical Committee will lead into adding it as a standing committee in the Bylaws Revision as well as its funding in the FY 2022 Budget.

d. The President also appointed Veronica Putz as the Committee Chair of this Historical Committee for approval of the Board of Directors.

Motion that, in accordance with the SRG Bylaws (Article V, Section 2.E), the SRG Board of Directors hereby creates and appoints a Historical Committee to develop and implement projects to research, document, archive, and publicize historical information associated with Soulard. These projects shall include historical markers and signs, historical tours and pamphlets, and historical support to sister SRG committees. The Historical Committee shall provide historical services to the SRG, to include serving as a focal point for the many SRG members who study history, as well as a resource for SRG members who wish to learn more of their house history. The committee’s principal objective shall be to continually build and increase the historical legacy of the Soulard neighborhood, promote Soulard history to the public, and provide research services (or referrals) to SRG membership.

The Board of Directors also approves the President’s appointment of Veronica Putz as the Committee Chair of the Historical Committee.

Motion by Gary Toribio, 2nd Nancy Lambert.

Discussion: Taylor Bodine asked how this will affect the Historical Sign Program that was being accomplished by the Res Promo Committee. The bylaws do not assign responsibility for historical signage to any existing standing committees therefore, the Board can reassign the program to this new committee. Phase 1 of the Historic Sign Program is in place and almost complete. The current annual budget did not authorize any additional phases for the program and only allowed for finishing the few remaining signs in Phase 1, and those funds have basically already been expended. Continuation of future phases of the program, including ghost signs, will be considered in conjunction with next year’s budget for the Historical Committee in FY 2022. Neil Putz will prepare a President’s letter explaining the new Historical Committee and have it emailed to the SRG membership.

The President called for a vote, and those present voted in favor of this motion. No votes opposed it.

Motion passed unanimously.

3. Add Directors and Officer (D&O) Insurance Coverage: (President Elect)

a. Jim Dallas explained that when the candidate for the Treasurer position asked about SRG’s D&O insurance coverage it was discovered that we currently only have property coverage for Soulard Station and general liability for accidents.

b. Jim received a quote for an approximate $450 premium for D&O Coverage.

Motion to proceed with obtaining Directors and Officer Insurance Coverage for approximately $450.

Motion by Billy Tomber, 2nd Taylor Bodine.

Those present voted in favor of this motion. No votes opposed it.

Motion passed unanimously.

4. Problem Property: Henry’s Bar, 825 Allen (President)

a. Neil Putz provided the Board a copy of a draft letter for the City that describes the problems that was prepared by Michael Pastore with assistance from Jim Rick and Wade Weistreich, which Letter for review and approval.

b. Neil said he also discussed the problems with Mike Wood, a City Building Division Inspector

Motion for the Board’s approval of the President sending a letter to the City regarding the Neighborhood’s concern about Henry’s Bar being a nuisance property at 825 Allen Avenue.

Motion by John Durnell, 2nd Scott Plackemeier.

Discussion: The President will make a few final revisions and edits to the general wording of the draft letter and submit it to the St. Louis Building Division with copies to other appropriate City officials and staff.

Those present voted in favor of this motion. No votes opposed it.

Motion passed unanimously.

5. SRG Supplement to CID Trash can Initiative: (President Elect)

a. Jim Dallas had reviewed the CID’s program for “Trash Receptacles” (trash cans) and “Porter Services” (boutique emptying of the receptacles) that will be implemented within the District’s boundaries soon. He provided the Board a summary of an opportunity to participate with the CID with SRG funding expansion of the program into areas of Soulard that are outside of the CID boundary.

b. The costs would be based on the number of receptacles that SRG wants added which would be $11,000 per year for 10 trash cans including the initial cans and installation and the ongoing services to empty them. For the addition of 20 total cans the cost would be $20,000 for the first year plus $16,000 every year thereafter for the ongoing services to empty them.

c. There was a discussion that residents and businesses outside of the current CID boundaries want to receive the same benefits as those within the CID, then they could start the lengthy and volunteer intensive process of getting their area added to the CID.

d. The Board took the issue under consideration with no decisions made or actions taken.

6. Walk-On Topics

a. Preparations for Elections in April 2021 (President Elect)

i) Jim Dallas asked if all the necessary coordination and preparations have been made by Communications, Membership and any other committees that are involved in the electronic voting and was told it is a work in progress and everything will be ready in time.

ii) In response to Taylor Bodine’s question regarding voting for the entire Slate of Candidates as presented by the Nominating Committee, Scott Plackemeier explained that there will be individual votes for only 5 of the 7 Director candidates.

G. COMMITTEE LIAISON REPORTS

1. SOULARD STATION (Marilyn Morris)

a. Marilyn Morris reported that one bid has been received for the necessary tuckpointing repairs, but they will need to obtain 2 more in keeping with the Board’s draft purchasing procedures. She was asked for the amount of the first bid and replied it was $265 for the entire wall.

Motion to accept the bid for $265 to tuckpoint the wall of Soulard Station and proceed with the repairs.

Motion by Jeff Roberts, 2nd Taylor Bodine.

Discussion: In lieu of delaying the repairs and risking further damage while additional bids are obtained for such a minor cost, the Board decided to accept the one and only bid for $265.

Those present voted in favor of this motion. No votes opposed it.

Motion passed unanimously.

2. Safety (Nancy Lambert)

a. The committee currently has 10 members, have established goals, and are proceeding forward.

3. Residential Promotion (Taylor Bodine)

a. Taylor Bodine said that earlier in the meeting she asked the Secretary to include the Residential Promotions Committee’s notes on House Tour Findings in the minutes. (See the attachment at the end of these minutes.)

b. Res Promo has not had a committee meeting since December.

4. Parlour Tour

a. Nothing to report currently.

5. Membership: (Scott Plackemeier)

a. Scott Plackemeier reported that the Committee Chair, Julie Price, has the committee considering the Lifetime Achievement awards for this year.

b. Scott asked if the Board would like to know who will be receiving the award before it is presented at a General Membership meeting, and Neil Putz said yes to please let the Board know.

6. Fundraising: (Billy Tomber)

a. Nothing to report.

7. Communications (Billy Tomber)

a. Nothing to report.

8. Code & Zoning (John Durnell)

a. Infill at Lami

i) Committee is recommending its denial.

9. Beautification (John Durnell)

a. Nothing to report.

H. EXECUTIVE SESSION

Motion to go into Executive Session to discuss nonprofit regulatory concerns and personnel/member(s) issues.

Motion by Taylor Bodine, 2nd Nancy Lambert.

Those present voted in favor of this motion. No votes opposed it.

Motion passed unanimously.

Motion to end Executive Session and resume the Board Meeting.

Motion by Nancy Lambert, 2nd Taylor Bodine

Those present voted in favor of this motion. No votes opposed it.

Motion passed unanimously.

I. MEETING CONCLUSION

1. Vices & Virtues Event

Motion that Vices & Virtues will no longer be an SRG event. Similar to the SRG FY July 2020-June 2021 Budget’s exclusion of any Vices & Virtues event, beginning with the FY July 2021-June 2022 SRG budget, the 2022 Vices & Virtues event and all future Vices and Virtues events will not be included in SRG’s budgets.

Motion by Billy Tomber, 2nd Taylor Bodine

Discussion: The President will draft a letter notifying the membership of this motion regarding Vices & Virtues no longer being a SRG event and accept Board review comments before it is emailed to the SRG members.

Those present voted in favor of this motion. No votes opposed it.

Motion passed unanimously.

2. Personnel Matter

The President will draft a letter regarding the personnel action taken per the confidential motion that was unanimously approved during the Executive Session. Any Board review comments will be subsequently incorporated, and then the letter will be delivered to the individual involved.

J. ADJOURNMENT

Motion to Adjourn the Video Conferencing Meeting.

Motion by Gary Toribio, 2nd by Nancy Lambert

Those present voted in favor of this motion. No votes opposed it.

Motion passed unanimously.

1. Meeting Adjourned at 10:07 p.m.

______________________________________________________________________

These minutes summarizing this meeting were prepared by SRG Secretary, Gary Toribio.

Minutes Approved by SRG Board at their meeting on March 16, 2021.

Note: The above information is the Board Secretary’s understanding of the motions, votes and general issues that were discussed but are not intended to be a verbatim transcript of the meeting.

______________________________________________________________________

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CONFLICT OF INTEREST POLICY

OF

SOULARD RESTORATION GROUP (SRG)

A Missouri Nonprofit Corporation

February 17, 2021

Purpose

This conflict of interest policy is implemented for the purpose of avoiding any conflict of interest between the interests of the Soulard Restoration Group (the “Corporation”) and any Corporation Board of Directors (‘Board”) member or officer’s personal, professional, or business interests.

Obligations

Board members and officers have a duty to act in good faith toward the Corporation and should avoid all conflicts of interest as well as the appearance of any conflicts of interest. A conflict of interest arises whenever a Corporation Board member or officer has a material, financial, or personal interest in a proposed Corporation transaction. A financial interest may be direct or indirect, and includes substantial gifts or favors.

Disclosure

All corporation Board members and officers must disclose any interests that they or a family member have in other entities where is it foreseeable that the Corporation may enter into any business dealings with the entity. Board members and officers must disclose any actual or possible conflicts to the chairperson of the Board as such situations may arise. When a Board member or officer has an interest in a transaction being considered by the Board, he or she must disclose that interest before the Board takes action on the matter. The Board member or officer shall not be present in the meeting while the matter is being considered. The minutes of the meeting will reflect that a conflict of interest disclosure was made, and the affected Board member or officer was absent from deliberations and voting.

Compensation

This conflict of interest policy shall not be construed to preclude Board members or officers from performing services for the benefit of the Corporation, provided that such services are either uncompensated or compensated at a reasonable and customary rate, according to the nature of the services provided. However, a voting Board member or officer who receives compensation from the Corporation for his or her services may not vote on matters pertaining to that member’s compensation.

Adopted (Date) ____________ Board President ______________________________

SRG Policy Letter 01

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Bylaws (and Proposed Revision - in Bold Text)

ARTICLE II: Purposes

The purposes of the Soulard Restoration Group shall be:

A. To foster community improvement within, but not limited to, the area known as the Soulard Historic District, as delineated in City of St. Louis Ordinance No. 57078.

B. To encourage restoration and preservation of property within the district.

C. To participate in the beautification and reestablishment of all public areas within the District, and to support necessary public improvements.

D. To stabilize the community by fostering civic pride.

E. To have the power to acquire property, both real and personal, by gift, bequest, or devise; such property shall be utilized to foster the aforementioned goals, which shall not be contrary to the laws governing the General Not-For-Profit Corporation Act.

F. To encourage and support, but not sponsor, political legislation for the preservation,

restoration, and improvement of the District.

ARTICLE V: Board of Directors

Section 2: Powers and Duties

E. In addition to the committees specified in ARTICLE IX of these By-Laws, the Board may create and appoint committees to assist in the conduct of the affairs of the Soulard Restoration Group.

ARTICLE VI: Officers

Section 3: Powers and Duties

A. The Board shall have authority to grant powers and duties to the Officers.

B. In addition to the powers and duties hereafter granted by resolution of the Board, the Officers shall have the following powers and duties:

1. The President shall be the executive officer and shall preside at all Board and membership meetings. The President shall appoint heads of committees, subject to the approval of the Board, and shall be an ex officio member of all committees. The President shall be responsible for reporting on decisions of the Board. The President shall be responsible for giving notices in the manner required by these Bylaws and by law.

ARTICLE IX: Committees

It shall be the duty of the President, with the approval of the Board of Directors, to appoint committees as the need arises to fulfill the purposes of the organization. The head of such committees shall be appointed by the President, with the approval of the Board of Directors. No members or committees shall contract for, or incur, any expense in the name of the Soulard Restoration Group, without authorization from the Board of Directors. One (1) member of the Board shall serve as a liaison between the Board and a single committee. The head of each committee, and all members of a committee with the power to vote on committee business, shall be voting members of SRG as described in Article III, Section 1.

There shall be the following standing committees: ……………………………………………….………...

…………………………………………………………………………………………………………………….

I. Historical Committee – The Historical Committee shall develop and implement projects to research, document, archive, and publicize historical information associated with Soulard. These projects shall include historical markers and signs, historical tours and pamphlets, and historical support to sister SRG committees. The Historical Committee shall provide historical services to the SRG, to include serving as a focal point for the many SRG members who study history, as well as a resource for SRG members who wish to learn more of their house history. The committee’s principal objective shall be to continually build and increase the historical legacy of the Soulard neighborhood, promote Soulard history to the public, and provide research services (or referrals) to SRG membership.

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Basis of Organizational Authority

17 Feb 2021

In accordance with the SRG By-Laws (Article V, Section 2.E), the SRG Board of Directors hereby creates and appoints a Historical Committee to develop and implement projects to research, document, archive, and publicize historical information associated with Soulard. These projects shall include historical markers and signs, historical tours and pamphlets, and historical support to sister SRG committees. The Historical Committee shall provide historical services to the SRG, to include serving as a focal point for the many SRG members who study history, as well as a resource for SRG members who wish to learn more of their house history. The committee’s principal objective shall be to continually build and increase the historical legacy of the Soulard neighborhood, promote Soulard history to the public, and provide research services (or referrals) to SRG membership.

The Board of Directors approves the President’s appointment of Veronica Putz as the Committee Chair of the Historical Committee.

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NOTE: Regarding the wording of the Board’s 2/17/2021 motion that created the Historical Committee: When Neil Putz initially developed and presented the wording for the mission statement of the new Historical committee, he mistakenly omitted one word regarding the promotion of Soulard to the public. He did not intend for the new committee to be Soulard’s marketing team for all matters – only for historical matters. Neil emailed the Board on March 3rd that a small modification to the record was needed to clarify this and add the word “history” in the following sentence to which no one objected:

“The committee’s principal objective shall be to continually build and increase the historical legacy of the Soulard neighborhood, promote Soulard history to the public, and provide research services (or referrals) to SRG membership.”

At the 3/16/2021 Board meeting a motion was unanimously passed that formally approved the addition of the one word, "history", to the February 17th Board meeting motion which created the Historical Committee.

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Soulard Restoration Group Residential Promotions: House Tour Findings

Presented by: Luann Denten

January 2021 Board Meeting: January 21st, 2021 7PM via Zoom

Explored history: Told is had “morphed into Parlor Tour”.

Discussed with Mona Parsely.

Mona started the Tour, was not an SRG event

Evolved into SRG event.

Mona chaired tour for 10 years.

Consulted with:

Mona Parsley

Marybeth Wallace

John Hecht

Wade Weistreich

Randy Brown

Tyler Olesen

Need to contact: Maren Weil

Brian Flatley

These are “Soulard” realtors. People who are in the neighborhood and know the neighborhood. After consulting with Mona and the above, the plan is as follows: Utilize a central meeting place (i.e. the Station) as a hospitality/information center. Offer the option of individual booths to realtors. Provide cocktails/ hors d'oeuvres and history. Have neighborhood info ready: SRG info, school info, neighborhood brochures, STAR directory, perhaps even MG or SBA info.

Each participating realtor commits to hold “for sale” house (houses) open for an extended period – 1-5 on a Sunday afternoon the optimum time. Each realtor to provide a large picture of specified for sale property w/ accompanying information “sheet”.

Each realtor commits to display a common “place-holder” i.e., “feather” advertiser, balloon bundle, whatever becomes to identifier of choice. Only properties for sale may be presented. Perhaps coordinate with “Big Tour” [City Wide] if it is still held.

Develop a Facebook event page. Encourage all participating realtors to cross advertise event. Utilize lots of notice. Develop a map of participating houses which is color-coded by price. All houses below $200,000 color coded red. All $200-300K color-coded blue, etc….

Display a minimum of 8 properties.

The largest expense would be printing  printing a booklet of listing, printing a color-coded map. Additional expenses to include “identifiers”, hors d'oeuvres, cocktails, advertising, FB charges, commitment agreement, venue cost if Soulard Station is not an option.

Mona stated that she had paid for the printing in the past.

All realtors reached for input were pleased with the concept and anxious to participate.

Of issue would be selecting timing of the event.

Estimated need for volunteers - a minimum of 10-15, for information, for “guides” for liaisoning with realtors.

Respectfully Submitted.

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CHAT from the Zoom videoconference for the December SRG Board Meeting on 2/17/2021.

19:11:16 From Billy Tomber to Everyone : apologies. I have a snow plow here at Rio to clear my lot. I will be in and out of the meeting.

19:23:49 From Neil Putz to Everyone : OK, got it Billy!

19:35:45 From iPad to Everyone : Jim. what is in the minutes is what has been discussed.

19:39:11 From Billy Tomber to Everyone : out again

19:49:48 From Taylor Bodine to Everyone : Thank you, Jeff!

20:05:45 From iPad to Everyone : Whatever we end up with this should be included along with a tax exempt letter in the chairs binder

20:07:45 From iPad to Everyone : Is Soulard.org on our signage now, if not it should be

20:26:02 From Neil Putz to Everyone : Amen to the binder for Committee Chairs, John. I am committed to ensuring all Committee chairs are on the same sheet of music!

20:44:40 From iPad to Everyone : I want to comment

20:53:40 From iPad to Everyone : As an Historic District and as much history that has created our neighborhood we need a history keeper and all the documentation, pictures and stories. We owe it to our organization

21:05:42 From iPad to Everyone : Wow, I have always been under the impression that we had coverage

21:05:57 From iPad to Everyone : Is that amount he recommended

21:06:49 From Neil Putz to Everyone : Thanks for sharing that! I thought we had that coverage as well. To me, this is a "just do it"!

21:07:29 From iPad to Everyone : For that amount get it done!!

21:08:48 From iPad to Everyone : Emergency expense

21:16:14 From iPad to Everyone : They have basically built a hobo shack for their bar. Everything they have done is wrong. They handle use the front bar.

21:33:20 From Billy Tomber to Everyone : ComCom - no report

21:33:31 From Billy Tomber to Everyone : Fundraising- no report

21:38:41 From Billy Tomber to Everyone : FR - Following up Jim Ds request - SRG Tax Exempt letter without expiration sent to all by email.

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