APRIL 2021 Board Meeting Minutes
Meeting Date: Wednesday, April 21, 2021
The meeting was called to order at 7:05 p.m. All new Officers and Directors were present, except for one director who would be joining late. Several exiting board members were also in attendance for the early part of the meeting (Scott Plackemeier, Marilyn Morris, John Durnell, Beth Hoops, Taylor Bodine).
Jim Dallas noted that in the February Board Meeting Minutes, procedures were posted that allowed members to monitor Board Meetings by:
1) Requesting the Zoom invitation (meeting procedures during COVID-19)
2) Observers cannot monitor Executive Sessions
3) Members observing can only address the board on issues approved in advance of the Board Meeting that is being observed
John Haas, General Member, requested attendance and observed the April 21 Board Meeting. This was the first Zoom meeting with a general member in observance.
1. Opening Remarks
A. Welcome to the new Board Members
Jim Dallas addressed new and returning board members who were on the call. Returning are Jim Dallas, Nancy Lambert (Director—two-year term), Neil Putz and Billy Tomber.
New Officers and Board Members in attendance were Michael Pastore (President Elect), Debby Brown (Treasurer), Christopher Currington (Secretary), Nancy Kelly (Director—one-year term), Margi Koors (Director—one year term), Karen Moske (Director—two-year term), and Gary Toribio (Director—two-year term).
B. Farewell and thank you to outgoing Board
Jim Dallas thanked those rotating off of the board, acknowledging them for their continued direction and service through the COVID-19 pandemic.
Scott Plackemeier (Past-President rotating off the board) acknowledged the challenges from the pandemic and also thanked the board for making the neighborhood and businesses the best for everyone in Soulard.
Neil Putz (Past-President remaining on the board) expressed his appreciation for the departing board members and for helping SRG to overcome the challenges of COVID-19.
Jim opened the floor to comments from departing members.
Marilyn Morris (departing Board member) acknowledged Neil Putz’ leadership and for leading SRG in the right direction, and then wished the remaining and incoming officers and board members luck through the coming months.
John Durnell (departing Board member) has been serving SRG for 40 years and acknowledged SRG’s respect in the city. John also acknowledged SRG’s success through the pandemic and reiterated that SRG is a resident organization and it should remain focused on improving life in the neighborhood. John will continue as the Board Liaison with CID.
Taylor Bodine (departing Board member) expressed her pleasure working with SRG and she looks forward to volunteering in different capacities.
2. To Consider: Re-appointment of Billy Tomber to the Board
Jim Dallas read a portion of the SRG bylaws about appointing the editor of The Renaissance to serve on the board.
During his term as President, Neil Putz reinstated Billy Tomber as editor of The Renaissance, and at the previous March Board Meeting, it was suggested that this be brought to the new officers’ and boards’ attention during this meeting. Jim recommended that the meeting proceed with Billy’s appointment to the board since he is a key constituent of the neighborhood and his leadership on SRG has been recognized.
Jim then asked Billy if he had any comments. It has been in the bylaws for several years that the editor be added to the board, so it has a final say with the newspaper. Billy stated that he’s been filling in since 2014, and since the bylaws are currently being rewritten, he fully endorses removing this. However, since it remains in the bylaws, Billy offered to continue in this role.
Gary Toribio made the motion to move to Executive Session; Neil seconded the motion. John Haas (member observing the meeting) and Billy were put in the Zoom Waiting Room.
The Executive Session lasted approximately 5 minutes.
Gary Toribio made the motion to exit Executive Session; Karen Moske seconded the motion.
Back in the Board Meeting with Billy Tomber and John Haas again present, Michael Pastore made a motion to reinstate Billy to the Board of Directors; Karen seconded the motion. The vote was taken.
Votes in favor: 10 (President did not vote)
Votes against: None
3. The March Board Meeting Minutes
The March 2021 Board Meeting minutes have already been approved and have been posted to the SRG website. There was no further discussion.
4. Financial Report
A. March results and balance
Debby Brown (Treasurer) reported that she did not have the March final results yet. As of April 22, 2021, the SRG’s remaining balance is $76,019.40. Preliminary expenses for March are $989, mostly in utilities, building and maintenance fees for The Soulard Station.
Michael Pastore asked if there’s a line-by-line profit and loss (P&L) statement that’s visible to SRG’s Board of Directors. Debby responded that the goal is to have that posted on SRG’s website so all members can view it. For now, Debby needs to focus on March and April P&L, and then she’ll work with Jim Dallas and Neil Putz on making it available on the website. Jim also mentioned that they’ll have to work on formatting a P&L statement that can be easily added to the website, with consideration of committee chairs and their budgets as well.
B. Tax filing and audit update
Jim Dallas reported that the fiscal year 2019 taxes have been filed, with the help of Linda Howdeshell. She will also help us with any questions or issues that the IRS raises when we hear back from them. SRG will also be working with Linda to do an audit once the fiscal year closes on June 30. Linda predicts that the audit could begin within one to two months after the end of the fiscal year (mid-July to mid-August).
Gory Toribio mentioned that he was confused by the financial report. At the April 7, 2021 General Membership Meeting, SRG had ~$80,000 in the bank account, and asked why it was now at ~$76,000 if there was only ~$900 in expenses in March. Debby said she was questioning the same results. Jim mentioned that there was a recent, larger expense for SRG’s attorney’s fees. The check has been issued and may have been cashed. Additional checks had also previously been issued, including for The Parlour Tour and the Vices & Virtues Ball. After Debby runs the P&L for the committee chairs, she will have a better understanding.
Michael Pastore asked a question about the process for check requests and payments, as well as who else signs the checks. Debby explained the process is that the chair of a committee has to approve a check request that can either come in as a reimbursement with receipt or payment upon invoice. Currently, the treasurer is working on policies to have all of this in place. Jim also expressed his interest in this process and his hopes to get policies in place by developing a policy and procedure (P&P) to reimbursements and check requests. Jim has also confirmed that since Debby began filling in as Treasurer, he is not aware of any checks having gone out without two signatures.
5. New Business
A. Board Liaison Assignments
Jim Dallas opened this section by saying that when he spoke with other officers and members about the election results, they also discussed potential Liaison assignments.
Jim is also recommending that the Treasurer have a Board Liaison, and he has asked Michael Pastore to be that liaison in the future. Debby Brown and Michael have agreed to this. Generally, Jim envisions that the President Elect will serve as the liaison to the Treasurer, and he says this provision will be part of the bylaws revision.
The Residential Promotions Committee Chair is in limbo for now, but with the budget process coming up (see below), Jim has also asked Michael to fill that role on a temporary basis until there’s a new Committee Chair.
Margi Koors asked what the responsibilities of the Liaison are. Jim explained that the Liaison is a Board Member who serves in an advisory capacity and offers advice from the board’s perspective, as well as provides updates on the General Membership meetings if the Committee Chair is unable to attend. However, the committee Liaison will give the updates at Board Meetings.
Neil Putz reiterated that for the Liaison, budget planning is the keystone for bringing the committees together for the board and agreeing to the budget and affirming the direction of the committees as they relate to the ongoing work and intent of the board on behalf of SRG. The Liaison acts as the go-between to make that happen, encourages the committee to create a budget that’s defendable and serves as the means to accomplish their missions.
B. Membership
i. Dues for this year
Jim Dallas explained that he and Neil Putz attended the Membership Committee meeting to discuss dues. The current recommendation is that for 2021/2022, the dues will be:
a) $20 for individual membership, under 65-years-old;
b) $30 for household membership;
c) $1 for seniors 65 and over; and
d) $30 for businesses
Because of the ongoing pandemic, there will also be an anonymous, no-questions-asked, hardship waiver for individual and household dues for anyone who gets in touch with the Membership Committee.
A discussion ensued about the dues in general, but it was decided that the proposed dues amounts were fair, encourage participation, and are kind to Seniors.
Jim called for a vote to approve the proposed membership dues, with the hardship request. Billy Tomber moved and Karen Moske seconded. There was no further discussion, and the vote was taken.
Votes in favor: 10 (President did not vote)
Votes against: None
ii. Membership party June 6
As of the opening of the April 21 Board Meeting, there was a membership party planned for June 6 in Pontiac Square Park, and Gary Toribio offered to find out more information. Leading up to a discussion about this membership party, officers and the board were assured that any plan would follow COVID-19 restrictions in place June 6.
Michael Pastore started a discussion about creating a bigger event that was COVID-19-safe and focused on getting people outdoors. Michael suggested having SRG member Jay Morris and his band, “The Pedestrians,” perform during the event.
Margi Koors responded with concerns about the $5,000 budget and not much remaining after a larger event. Margi mentioned that the Membership Committee is trying to keep expenses low for this event (soft drinks only; no alcohol for sale; perhaps a tie to the Soulard Sample Sunday that same weekend, etc.). There was also a discussion around a park permit and electrical expenses.
Neil Putz reminded the officers and the board members about the budget amendment process for any committee if it needs to augment its budget. Jim Dallas recommended Margi start with the $5,000 budgeted, and if there are reasons for additional funds, present them to the board and make a request.
It was also suggested that liability insurance should be considered and that the board may want to consider an alternative venue, determine restrictions from the City, and perhaps move it to a later date.
Jim offered to contact the insurance agent and let him know an event is being planned.
Karen Moske suggested the Membership Committee consider having the Membership party later in June, or consider a different venue. Nancy Lambert also supported looking at a later date, perhaps even into September, to avoid COVID restrictions.
At the conclusion of the discussion, Jim was going to check on insurance. Gary was going to attend the Membership Committee meeting. Margi was going to check on the City’s permit.
Further decisions will be shared at the upcoming General Membership meeting.
C. Soulard Summer Concert Series
Several years ago, the Soulard Business Association began the Summer Concert Series. SRG inherited the Summer Concert Series in 2017 and as recently as last year was looking at expanding to 4 to 8 stages and a “beer fest”. This was derailed with the pandemic.
At this meeting, Jim Dallas presented to the board that SRG Member and Fundraising committee chair Christopher Schwarz has asked the board to consider letting him take the Summer Concert Series and move it under a non-profit organization, removing it from an SRG event.
Last year, Christopher submitted a budget of $23,000, with some of that needing to be paid up front. With the uncertainty of COVID-19 and that amount of money, SRG told Christopher that the Summer Concert Series was unlikely in 2021.
With the size of the event, it would now require hiring a director and staff. If the Summer Concert Series was maintained as an SRG event, finding those staff would be its responsibility. SRG has recently re-considered whether large events like this, and Vices & Virtues, are core SRG capabilities.
Looking back to when the Summer Concert Series was the responsibility of SRG, the last two times it was held resulted in a $5,000 to $6,000 loss. By having the Summer Concert Series run as a nonprofit, it can promote the music as well as the heritage of the neighborhood.
Billy Tomber reiterated that if it loses money, then the Summer Concert Series does not belong in the Fundraising Committee (that was a temporary spot for it) and it needs to be its own organization. In fact, it would help SRG to have a friendly spinoff, with assurances from Christopher that SRG would be given first right-of-refusal on a beer booth, merchandise, etc., as well as written plans for toilets, trash and security. Billy also said the Summer Concert Series should be a sister organization of SRG, similar to The American Legion and the Soulard School/Boys & Girls Club.
Nancy Kelly asked if the nonprofit would be self-funded. Billy affirmed this, but that SRG may be asked for some additional funding, similar to what SRG did the first 9 years of the Summer Concert Series and before it became an SRG event.
Gary Toribio mentioned the expansion of Oktoberfest and that there might be fears that the Summer Concert Series could outgrow the neighborhood. Gary suggested there may be an opportunity for involvements with MGI, board members from SRG, SBA, CID, and area churches so that the Summer Concert Series doesn’t get too far away from the original concept.
Michael Pastore agreed that a 4 to 8 stage event was a huge undertaking for SRG, but that SRG should continue some sort of concert series at Soulard Market.
Billy reiterated that the timing of the resolution is important because we are going into budget season. Billy also offered to be the Board Liaison to that new group in the first year. Billy said that the Summer Concert Series will look similar to what happened in the past—multi-date, multi-stage—but Christopher’s nonprofit resolution can take it to the next level, not needing SRG volunteers.
After the discussion, Jim Dallas said that Christopher’ resolution asked if the officers and board were supportive of the proposal and would consider sponsorship participation (beer booth, merchandise, etc.), and that the nonprofit address the issue of toilets, trash and security. Jim also said it would be further determined how SRG lends support.
Nancy Kelly mentioned that several members of the board have not seen the resolution, and because this is a large undertaking, the concerns are valid. With many things the neighborhood has seen in the past, Nancy wants to look forward a bit more.
Jim Dallas said that whatever happens with the nonprofit and SRG concerning the Summer Concert Series, there would be some formal contract about sponsorship, participation, trash, etc. Jim also agreed to send Christopher’s resolution to the officers and board members.
Gary Toribio said that, as a board, we’re not prematurely making a motion in favor of this, but there should be an understanding that the SRG board is not objecting to the resolution; we want to see more details as things develop.
Nancy Lambert suggested Christopher come to a Board Meeting and make a presentation. Billy called for a motion not to reject the resolution out-of-hand. The motion should be that SRG is supporting Christopher’s exploration of the idea, and that 1) SRG gets first right-of-refusal for the beer booth; and 2) there’s a written plan for trash, toilets and security for each event.
Gary made a motion that SRG does not object to another nonprofit exploring taking on responsibility for the Summer Concert Series with SRG consideration being taken into account. Billy seconded this motion. The vote was taken.
Votes in favor: 9 (President did not vote)
Votes against: None
Abstentions: 1
During discussion of the motion, the officers and board would also receive the proposed resolution from Christopher Schwarz, to be emailed by Jim Dallas.
D. Budget
After the results of the election, Jim Dallas sent the updated budget process PowerPoint (PPT) to the officers and board members. Jim projected and explained the process and timeline as well as the importance of the liaisons’ involvement with the various committees. Debby Brown is to send the committee chairs the updated budgets, and the chairs are then to submit the three pages Jim is requesting.
Jim said that after the Board Meeting ended, he would send the PPT as the budget memo to each of the committee chairs. Jim then discussed in detail the schedule that he had developed, with the goal of minimizing extra meetings of the board, while using the next Board Meeting to go over the budget. Generally, the plan calls for each liaison to meet with committee chairs and prepare presentations with the goals and budget amounts. Then, the full board and chairs will meet for two consecutive evenings to provide up to 20-minute presentations of each committee’s budget.
The board will then be given a chance to discuss and prepare the rollout of all budgets in one P&L for the whole SRG organization. Following that is a period for feedback with the chairs, with a final, revised overall budget by June 11 that would then be voted on and approved at the June 16 Board Meeting. After that, the budget will be posted online, and then the General Membership has the opportunity to vote on it at the July 7 meeting.
Neil Putz mentioned that the process allows committees to submit plans ahead of time so that board members could review, and then the two evenings of meeting with the chairs will be efficient with questions, limited discussions and easy conclusions. Jim also offered to participate in the pre-meetings with Committee Chairs, but needs the Liaisons to reach out soon after the chairs receive the budget memo/process.
Gary suggested that the May Board Meeting be moved to May 26 instead of the May 19, so that would give Committees and Liaisons three weeks to prepare presentations.
Therefore, Jim Dallas is moving the May Board Meeting to May 26. The two meetings for the 20-minute presentations by Committee Chairs will be May 17 and 18. Jim will update the timeline in the budget memo/process that gets sent to Committee Chairs and Liaisons at the conclusion of the Board Meeting.
E. Directors & Officers Insurance
Jim Dallas and Neil Putz are currently working through the application process for Directors & Officers Insurance. This was approved at the February 2021 Board Meeting. Jim said he was working with an attorney to ensure questions are answered accurately and fairly, and he also offered to anyone in the meeting that they could review it before it’s submitted to the insurance broker/agency.
F. Resolution Regarding Mardi Gras Inc. and Mardi Gras Foundation
Gary Toribio, Board Member, led this discussion. SRG made an effort the summer and autumn of 2020 (COVID-19) to determine safety measures with MGI. Many SRG and MGI members teamed up and did a great job putting together a Mardi Gras that was safe and enjoyable with minimal disruption to the Soulard neighborhood. Because of this, Gary introduced a resolution thanking everyone for their efforts and acknowledging the team effort, that would subsequently be signed and sent to those involved.
Jim Dallas confirmed that he had read the resolution, it was well done, and that he would be in favor of signing it and sending it out.
Margi Koors made the motion to adopt the resolution. Karen Moske seconded. A vote was taken.
Votes in favor: 9 (President did not vote)
Votes against: None
Abstentions: 1
The full resolution is inserted at the end of these meeting minutes.
G. In-Person Meetings
This was a general discussion about when SRG can anticipate in-person Board and General Membership meetings. Discussion commenced around holding general membership meetings in Pontiac Square Park and Board/Budget meetings at The Soulard Station.
Karen Moske asked if everyone has been or will soon be vaccinated, and a quick poll was taken.
Margi Koors suggested that it may be a little premature to start in-person meetings, and that when she checks with the City about a permit for the June Membership Meeting, perhaps SRG could estimate timing for in-person General Membership meetings.
Because there wasn’t a clear consensus, Jim Dallas offered to poll officers and board members via email about their COVID-19 Vaccine status to determine when the next Board Meeting could be safely held at The Soulard Station.
More information about the June Membership Meeting will be forthcoming.
H. Brief Mention of Future Items
Jim Dallas said that there are a number of documents he’d like the new board to review and wants to make sure everyone is familiar with the bylaws, purchasing procedures and amendment to the budget process.
Jim pointed out some additional initiatives for the 2021/2022 year, including:
1) Working with the Community Improvement District and how SRG can participate in the placement and distribution of trash receptacles
2) Developing future ideas for The Soulard Station
3) Seeing how the Residential Promotions Committee evolves
Jim asked how the officers and board want to receive information about these initiatives. Margi Koors asked that anything prepared in advance should be sent before meetings so we can work faster. Gary Toribio asked if the above items could be prioritized given the upcoming Budget meetings. Jim agreed that some are longer term, such as plans for The Soulard Station, but working with the CID on the trash receptacles should be sooner.
6. Old Business
A. Update: By-Laws Working Group
Jim Dallas reported that he is working with Christopher Schwarz on drafting bylaws for this Working Group. They have their next session coming up, and together, they have been incorporating comments into one workable document. They have a meeting Friday, April 23, and then Jim will have a version for the Working Group. This document should be ready for the board in the next couple of months. Jim is also anticipating having a PPT with key changes of the bylaws, and he is planning to have it at a Board Meeting, and then present it to the General Membership. This will be a project that will span the next year.
B. Update: Historic Code Working Group
There was no report. See section below for the Historic Committee report.
7. Committee Reports
A. Communications Committee
Specific to everyone on the call, Billy Tomber reported that everyone would be getting a test email and asked them to reply to it. Each Officer has their own title at Soulard.org that forwards to their preferred, personal email address. Instructions would also be sent on how to set it up so we can send information from other email accounts.
Every soulard.org email is sent to a minimum of two people to make sure all official dialogue is sent to officers, committees, membership, etc.
Billy also said that there would be more information soon about digital file storage for SRG.
B. Fundraising Committee
See section above about June Membership Meeting and the Summer Concert Series.
C. Historical Committee
Neil Putz reported that this committee is being organized so it can provide value in its charter. The kickoff for this committee is scheduled for next week. Currently, the committee is looking to have educational lectures, tours for committee members, and finding individuals who have research skills. Neil also mentioned the digital repository that Billy discussed, and how that could enable the Historical Committee to share information (i.e., research for The Parlour Tour) and other gathered and collected information.
By next Wednesday, the Historical Committee should be up and running.
D. Safety Committee
Nancy Lambert reported that the Safety Survey is finished and will be rolling out in the next two weeks. She also encouraged everyone to respond to it.
Nancy also mentioned the upcoming Safety Walk, Thursday, May 13 at 8 p.m. in Pontiac Square Park. She needs ~15 people to help and asked if anyone with a golf cart could be there. Participants will be given clipboards for things to find, along with explanations.
Jim Dallas asked Nancy if there was a plan for promoting the Safety Walk. Nancy said that there have been announcements at previous General Membership Meetings. Nancy will work with the Communications Committee on an announcement in The Blaster, an email, and using social media.
8. Adjournment
Michael Pastore made a motion to adjourn the meeting. Karen Moske seconded.
Votes in favor: 10 (President did not vote)
The meeting was adjourned at 9:28 p.m.
Board Resolution of Soulard Restoration Group:
2021 Soulard Mardi Gras Appreciation
Adopted on April 21, 2021
At the meeting of the Board of Directors of the Soulard Restoration Group (SRG) on April 21, 2021, the following resolution was proposed and approved by the Board:
WHEREAS The SRG functions as a neighborhood association, and its purposes include stabilizing the community;
WHEREAS At the direction of the Board, SRG supports social and civic organizations whose purpose are complementary to those of the SRG;
WHEREAS The SRG Board recognized that continuation of the Soulard Mardi Gras branding in 2021 during the COVID-19 pandemic was conducive to successful Mardi Gras events in future years;
WHEREAS, in October 2020, the SRG Board resolved its support of Soulard’s 2021 Mardi Gras events influenced by the pandemic and current COVID-19 restrictions as planned by Mardi Gras Inc. (MGI). The conditions under which this general support was given included MGI sufficiently addressing a multitude of issues and concerns regarding the health and safety of residents, businesses, and visitors to Soulard neighborhood during the pandemic throughout the 2021 Mardi Gras season.
NOW, THEREFORE, be it resolved that, the Board of Directors of SRG recognizes the success of the COVID safe Mardi Gras in 2021 which not only met but exceeded the health and safety conditions in the said October 2020 SRG Board resolution.
NOW, THEREFORE, be it resolved that the Board, on behalf of the SRG, expresses its appreciation of the efforts taken by all involved in planning and executing the 2021 Mardi Gras activities in Soulard. A terrific team was responsible for the success, health, and safety of Mardi Gras which included many organizations, businesses, individuals, volunteers, residents, property owners, various City of St Louis Departments, Divisions, elected officials, staff as well as the St Louis Metropolitan Police Department. Although it is challenging to list everyone who contributed to this success, the following deserve recognition and special THANKS:
1. Mardi Gras Inc. Executive Director Tim Lorson and staff member Olivia Panopoulos as well as their Board of Directors.
2. Mardi Gras Foundation, Inc. President Mack Bradley for decades of dedication to Soulard and Mardi Gras as well as his special guidance, coordination, and implementation of public relations, information management, and marketing strategies for a COVID Safe Mardi Gras.
3. All Sponsors of MGI that funded and made a safe Mardi Gras possible this year.
4. The Soulard Business Association and all participating business establishments throughout Soulard.
5. Operational Planning staff of the St. Louis Metropolitan Police Department (SLMPD).
6. All elected officials that supported Mardi Gras including the Mayor, her Office, and Staff as well as 7th Ward Alderman Jack Coatar and 9th Ward Alderman Dan Guenther.
7. The City Health Department and the Acting Director of Health, Fredrick L. Echols, MD.
8. And last, but not least, the visitors, customers, residents, and property owners throughout Soulard and surrounding neighborhoods for their understanding of and cooperation with the pandemic’s effects on Mardi Gras in 2021.
AND FINALLY, Thank You to Billy Tomber, Gary Toribio and Nancy Lambert who were the SRG representatives on the MGI Board of Directors that worked with MGI Staff and the other MGI Board members to have SRG’s issues and concerns fully addressed.