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HomeMy WebLinkAboutMinutes Corpus Christi Convention & Visitor Bureau - 02/22/1989 a/3-2 40 c„ ? Corpus Christi AreaConcrntion&VtsdorsBurmu MINUTES CF 71E I'EETI1'G CF11-E H3�'RD CF DIRECT:R5 3:00 p.m. Bureau-Chamber Wednesday, February 22, 1989 Board Room 71-IYF FAFSFNI: Berney Seal , presiding Ruth Stark, Cathy Harrison, Roy Hinojosa, Al Jones, Roy Mayo, Shirley Pagan, Sam Poteet , Ricardo Sanchez, Barbara Sheppard. 11-1ESF ARSFNT: R.C. Allen, Jack Bell , Ed Garza, Elmo Jackson. STAFF PRESENT: Rob Earley, Pat Rousseau, Nick Reyna, Kim Lemley, Jo Kammer. QEST: Bill Hennings, Eleanor Mortensen, Hal Peterson, John Hunter, Tares Duran, Bill Glass, Jim Brozo. APFIRCVAL CF MINJIES: The minutes of the meeting of January 25, were unanimously approved as veiled with the correction of Roy Mayo present, not absent. CHAIRAN'S REFFDRT: Chairman Seal read Nick Reyna's letter of resignation(CVB Board) to the directors of the board. Seal recommended that the board nominate Carole Snyder as replacement board member to fill seat vacated by Reyna. There being no other nominations Carole Snyder was unanimously nominated on a motion by Cathy Harrison, seconded by Roy Hinojosa. Chairman Seal will send a letter to Mayor Turner & Council Members for council consideration of bureau board's nomination of Carole Snyder. Chairmen Seal appointed Al Jones as new Vice-Chairman, unanimously approved on a motion by San Poteet , seconded by Roy Hinojosa. (BRIEF DISJJSSICN ENSIED) Chai mean Seal appointed Sam Poteet as MN/ Marketing Committee Chairmen, unani - mously approved on a motion by Shirley Pagan, seconded by Barbara Sheppard. Chairman Seal appointed Roy Hinoiosa as new Personnel Committee Chaimlan unani- mously approved on a motion by Al Jones, seconded by Cathy Harrison. Chairman Seal requested directors select a date, tine and place for a barn retreat. Directors agreed board retreat will be held 9:00 a.m.- 4:00 P.M. on uJ Sunday, April 9th at C'nrnus Christi Marriott Hotel. z CTM+IITTFF RFF'(RT$: Nfarketing Camnittee Chairman Sam Poteet updated directors z on meeting of February 13th, and projects committee is currently working on. QArea Crmmril Chairman Barbara Sheppard updated directors on meeting of February U21st, held in Kingsville. Sheppard reported that committee discussed tourism (n legislative issues, Padre Island National Seashore funding crisis, and highway signage at IH-37 & 77. 1201 N.Shoreline,P 0 Bac 2664.Corpus Christi,Texas 78403-2664 USA (512)882-5603 Ill(B • v 411110 At this point Sheppard asked John Hunter, (Park Superintendent , Padre Island National Seashore) to update the board on the Padre Island National Seashore's funding crisis issue and needs. Hunter gave brief synopsis of funding crisis, showing graph on loss revenue at North Padre Island. (LENGTHY DISl15SIQJ FNSLED) Board concurred that letters should be sent to area charbers of commerce, area municipalities and area legislative delegation encouraging than to write reso- lutions supporting Padre Island National Seashore funding needs so that con- gressional support may be gained. Bureau staff will proceed as directed. R/V Resort Committee - no report given due to the absence of Chaimran R.C. Allen. Contributions Commitee - no report given due to the absence of Chairman Jack Bell. JFr;ISIATIVF IS_SIFSj: President Earley briefed directors on the 'Rias to ReefC' sill requesting board to support this issue. Board agreed unanimously to write a letter of support , on a motion Trade Shirley Pagan, seconded by Roy Neyo. (Bureau staff will proceed as directed) President Earley encouraged directors to attend the Chamber of Commerce's r'nrnus Christi Day in Austin on Nbrch 15. FINW'CIAI REF[RT: Secretary/Treasurer Ruth Stark gave financial report for the month of January, showing a break down of expenses for each department. FRFSICFNT'S RER"RT: President Earley updated directors on the following item: 1. Activity reports for the month of January for each department of the bureau. 2. President/Vice-President Job Descriptions 3. Texas Riviera Day in Austin - Nbrch 23 4. Corpus Christi Video & State of Texas Tourism Advertising Campaign Video shown. President Earley distributed handouts on the Staff Plan of Work and the 1989 rnnvent inn (—Blender. AfXI PNVFNI: ThereTherexbeing no further business, the m=eting adjourned at 4:25 p.m. • Kim Recording Secretary 4 CorpusChristi 4.0 410 :,,n CORPUS CHRISTI AREA (TTNENTICN & VISITORS BIRFAU Revised Bylaws, Nbrch. 1989 ARTICLE I In accordance with the basic purpose expressed in its Charter, the Corpus Christi Area Convention and Visitors Bureau is organized to: (a) Create a consciousness on the part of the citizenry of the Corpus Christi Bay Area of the potential trade advantages of the visitor industry. (b) Create a comprehensive publicity, advertising and promotional program to solicit and attract conventions and visitors to the Cornus Christi Bay Area and provide appropriate services connected therewith. (c) Promote and assist programs of information, education, recreation and develop- ment for visitors to such areas. (d) Create friendly relations between the citizens of the area and visitors. ARTICLE II Any individual , company, organization, public or private, and cities, counties and other governmental bodies in the Cornus Christi Fay Area of South Texas shall be eligible for membership in the Corpus Christi Area Convention and Visitors Bureau upon payment of the fees hereinafter provided. The masculine gender when used in these bylaws shall include the feminine and neuter genders. ARTICLE III The Board of Directors shall have authority by resolution to establish different classes of membership and to fix the annual membership fees for such classes. Any person, firm or organization (otherwise qualified for membership), may contribute as membership fees, or otherwise to the Bureau a sun in excess of the minimum annual membership fee and, in such case, may designate from such firm or organization, a representative for each multiple of the annual fee contributed the year covered by each payment. All individuals, companies, organizations, public and private, who are nenbers of the Corpus Christi Chamber of Commerce whose business is domiciled within the city limits of Corpus Christi , are to be considered rrembers of the Convention and Visitors Bureau and are eligible to be appointed directors and elected as officers. V ARTICLE IV The affairs of the corporation shall be governed by a Board of Directors which shall be composed of fifteen (15) members, 14 of vhan are selected by the City Council of the City of Corpus Christi . The 15th member shall be the chairperson of the Area Council who will be elected annually from among the members of the Area Council whose election shall be subject to ratification by the City Council. The Mayor and City Manager shall be included as ex-officio members of the Board of Directors. The fifteen members shall be representatives of the following groups: 3 members of the lodging industry; 3 members of the restaurant and/or attractions industry; 2 members of the air/ground transportation industry; 4 members of the business and/or professional community; 2 members frau the community at large; 1 member of the surrounding area who resides outside of the city limits and whose employment is outside the city limits of the City of Corpus Christi . Four of the initial Board shall be designated to serve one year terms. Five shall be designated to serve two year terms, and five shall be designated to serve three year terms, and the Area Council chairperson shall serve a one year term. Thereafter, the terms will be three-year terms except the Area Council chairperson who will serve a one year term which shall be concurrent with the organization's fiscal year. Any director who misses three consecutive meetings shall automatically forfeit membership on the Board and the City Council shall appoint a successor to fill the remainder of that term. When a director resigns, the chairman shall nominate a replacement subject to Board ratification, to be sent to the City Council as a recommendation, and the City Council shall appoint a replacement to the resigned position. The Board of Directors shall meet monthly at a specified time and date selected by the Board of Directors. A minimum of nine directors present at a regular or special Board meeting shall constitute a quorum for the transaction of all business. FRTIF] F V The Board of Directors at the first Board meeting of each fiscal year, shall elect officers consisting of a chairman, vice chairman, and secretary-treasurer. Each officer shall be a member of the Board prior to their election, but the Mayor and City Manager cannot be an officer. Officers will serve a term of one year until the Board of Directors elects officers for the succeeding fiscal year. In the event of the resignation of an elected officer of the board, or in the event of forfeiture of the elected officer's seat from excessive absenres as in, tjegy Article IV above. or in the event of the death or oemmanent disability of an elerred Qa „ vmet, officer, the chairman shall annnint a successor. subject to ratification by the Board of Directors. to the varated off ire to serve the remainder of the current term. � V ARTICLE VI The chainmen of the corporation shall preside at all meetings of members and directors and, hereinafter prescribed, or at such tines as he nay dean it advisable, call special meetings of either the members or directors. He shall perform all other duties that usually pertain to the office or are delegated to him by the Board of Directors. ARTICLE VII The vice-chairman shall, in case of the absence of the chairman, disability or upon request of the chairman, perform the duties of the chairman. ARTI(l F VIII The secretary-treasurer, shall be responsible for keeping the minutes of all greetings of theAdirectors and of the membership. He/she shall also cause to be kept the regular books and complete records of all cronies received by the corporation and from all sources and of all disbursements, which disbursements shall only be made as may be authorized by the President, Officers or the Board of Directors. Checks shall be signed by any two officers of the corporation or an officer and an employee appointed by the Chairman. The Secretary shall cause to be kept records of meetings of the standing committees. He/she shall have the custody of the seal of the corporation and affix it as directed hereby or by resolution passed by the directors and shall perform all other duties that usually pertain to his office or are delegated to him by the Board of Directors. All officers and employees of the Corpus Christi Area Convention and Visitors Bureau shall be bonded. ARTICLE IX The Board of Directors may employ a president and chief executive officer of the corporation upon such terms, conditions and for such remuneration as it deems proper, which president and chief executive officer shall be employed under a written contract and shall be bound by the terms of such contract. ARTICLE X The following standing committees are established: (a) Marketing (b) Area Council The Marketing Committee will develop and review the annual marketing plan of the Bureau. The Nbrketing Committee shall consist of the president of the Bureau, the convention director, and visitors director of the Bureau, and three non- hotel business personnel and three hotel-management personnel appointed by the chair with Board approval . fr J The Area Council Committee shall represent the interest of the visitor industry within the area of Aransas, Nueces, Kleberg, and San Patricio Counties. The Chairman shall appoint members of the Board of this committee as approved by D'It ea the Board and it shall consist of four to eight members. ArY' X �� ARTICLE XI The annual meeting of the members of the corporation shall be held on a date in the month of August of each year, to be fixed by the Board of Directors and at which tine, the submission of reports made by the Board of Directors and the officers of the corporation to the members, including an accounting of the membership and financial standing of the corporation. Such directors shall hold a meeting immediately preceding the annual meeting and elect the officers for the current fiscal year. ARTICLE XII Special meetings of the members may be called by the Board upon not less than seventy-two (72) hours written notice. At the discretion of the Board, joint greetings with other groups may be arranged for discussion of any subject or other activity which nay be of mutual benefit and interest. ARTICLE XIII Between the first and fifteenth day of June during each year, the chairman shall appoint a Nominating Committee of five (5) members, for the purpose of nominating candidates for the Board of Directors for those terms which are ex- piring at the end of the current fiscal year. Such Nominating Committee shall report its nomination of candidates to the Board of Directors not more than thirty(30) days after its appointment, whereupon the Board of Directors shall dpnrnve a slate of candidates. The slate of candidates will be presented to the City Council of the City of Corpus Christi as the Board' s recommendations for the expiring terms. The City Council shall select the directors prior to August 1. The directors shall assure office on August 1. The corporation shall hold each Director harmless for their actions, save and except negligence, and shall pay for all cost of defense incurred for defending such board actions. The Bureau shall purchase officers and directors liability insurance not less than $1 million insuring each director. ARTICLE XIV These bylaws may be amended at any regular meeting by a two-thirds majority of the Directors, provided that notice of such proposed amendment(s) shall have been mailed to each director at least ten (10) days before such meeting. • V ARTICLE XV The Board of Directors shall annually select a certified public accountant to supply an independent audit of the corporation's books, and such audit shall be made available to members of the board and to members of the corporation who might request to view the audit.