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MINUTES FROM JUNE 25th 2020
Special Meeting held via Zoom videoconference
Voting Members in Attendance: David Card, David Kaplan, Chris Spitz, Richard Cohen, Maryam Zar, Joanna Spak, Sue Kohl, Steve Cron, Haldis Toppel, Steve Boyers, Alan Goldsmith, Barbara Marinacci, Dick Wulliger, Rick McGeagh, John Padden, Rick Mills, Brenda Theveny
Voting Alternates: Kevin Niles
Non-voting Advisors and Alternates: Susan Orenstein, Marilyn Wexler, Quentin Fleming, Cathy Russell, Melanie Bouer, Patti Post, Zennon Ulyate-Crow
1. Call to Order and Reading of Community Council’s Mission. The Chair David Card called the meeting to order at 5:30pm and Joanna Spak read the Mission Statement.
2. Technical Engineer introduction and introduction of the Board (roll call) and Audience. The Chair introduced the Zoom Engineer Alex Ponting and called the roll of voting Board members in attendance. Other introductions were deferred.
3. Certification of Quorum. The Chair certified that a quorum was present.
4. Chair’s Announcement. Executive Committee authorization to proceed with virtual PPCC meetings on June 25 and June 30 (distributions and Board vote on proposed Bylaws amendments); Board ratification of Executive Committee authorization. See CA Corporations Code Sec. 5510(a) and CA Dept. of Justice Charity Governance During the COVID-19 Pandemic (p. 2):
https://oag.ca.gov/sites/all/files/agweb/pdfs/charities/publications/charities-covid19-governance.pdf.
The Chair welcomed members of the Board and audience to PPCC’s first Special Zoom meeting. He explained that the Executive Committee has authorized Special Zoom meetings on June 25 and June 30 for the purpose of the required two distributions and Board vote on proposed Bylaws amendments. The amendments will allow PPCC Board meetings to be held virtually going forward during exigent circumstances. This will be explained more fully by the Bylaws Committee Chair Richard Cohen. He also explained that we have learned from the authorities cited in the agenda that authorization for virtual meetings is proper since our Bylaws do not expressly prohibit virtual meetings. The Chair called for the Board to ratify the Executive Committee’s authorization of the June 25 and June 30 Special Zoom meetings. The Board unanimously ratified the Executive Committee’s authorization of the meetings.
5. Bylaws Committee Report (Richard G. Cohen, Chair) and First Distribution of Proposed PPCC Bylaws Amendments, recommended by the Bylaws Committee (“Amendments”). Motion by the Bylaws Committee for Board adoption of Amendments (Second Distribution and Board vote on motion to take place on June 30, 2020). See the following documents distributed concurrently with this meeting agenda via PPCC email and posted on the PPCC website:
1) Committee Report:
https://pacpalicc.org/wp-content/uploads/2020/06/Bylaws-Cmte-Report-June-2020.2.pdf.
2) Amendments “Redline”:
https://pacpalicc.org/wp-content/uploads/2020/06/Suggested-Bylaws-Amendments-June-2020-Redline.pdf.
3) Amendments “Clean”:
https://pacpalicc.org/wp-content/uploads/2020/06/Suggested-Bylaws-Amendments-June-2020-Clean.pdf.
The Committee Chair summarized the Committee’s Report and the proposed Bylaws amendments. He explained that this was the First Distribution of the proposed amendments, as required by the Bylaws, and that the Second Distribution and Board vote on the amendments would occur at the next meeting on June 30. A question was asked as to whether the amendments allow for electronic meetings other than Zoom; the Committee Chair explained that yes, the amendments allow electronic meetings of all types, with the format to be decided by a majority of the Executive Committee upon a finding of exigent circumstances. He also stated that he would answer additional questions if there are any at the next meeting.
5.5. Addition to agenda — Announcement by Lisa Cahill, CD11 Palisades-Brentwood Deputy. Ms. Cahill announced that she has accepted another position to become Executive Director of a non-profit organization. She cannot disclose the name until the organization makes the announcement. She will be leaving CD11 as of June 30 and a new deputy will be appointed in due course. She expressed her appreciation for the opportunity to work with PPCC and the entire Palisades community. The Chair and other Board members, including Chris Spitz (Secretary), Sue Kohl (Area 5 Representative), Rick McGeagh (PPBA/Recreation Representative), Steve Cron (Area 2 Representative) and Alan Goldsmith (At-large Representative) related their positive experiences with Ms. Cahill and thanked her for her excellent service to Pacific Palisades.
6. General Public Comment.
6.1. Ingrid Steinberg (resident) asked PPCC to add a discussion item on the next agenda about becoming a certified Neighborhood Council. The Secretary and PPCC Chair Emeritus Maryam Zar (also Chair of the Westside Regional Alliance of Councils/WRAC) briefly remarked on past PPCC discussions about this issue; on PPCC’s history as a Community Council and model for the Neighborhood Council system; on some of the reasons why the PPCC Board had decided on several occasions to remain independent from the City and decline becoming a Neighborhood Council; and on our participation as an active member of WRAC along with other Community Councils and Neighborhood Councils on the Westside. The Secretary stated she would be happy to provide more information to Ms. Steinberg and the Chair indicated that he could continue the conversation with her at another time after the meeting.
7. Adjournment. The Chair announced that the next PPCC Special Zoom meeting will take place on June 30 for the Second Distribution and vote on Bylaws amendments. He adjourned the meeting at 6:30pm.