DVTA Board of Directors
September22, 2014 Meeting Minutes
Grand Summit Hotel, Mount Snow, Vermont
Present: Susie Haughwout, Don Albano, Mark Wallace, Ted Reeves, Matt Mann, Chip Stearns, Randy Schoonmaker, Rebecca Gagnon, Tom Montemagni, Geoff Slater, Esther Jung
Susie convened DVTA meeting at 10:15 AM
Ted informed everyone that during the last CRT Board meeting, members agreed on DVTA becoming the parent company and CRT becoming the subsidiary starting January 1, 2015. Regarding the transfer of assets and liabilities issue, Tom Montemagni, DVTA attorney, confirmed that the transfer would not be a separate process. By January 1, 2015, DVTA may choose which assets and liabilities to be transferred to the parent company. All assets and liabilities that are not transferred over will continue to live under the current entity. Randy will continue the discussion with VTrans regarding assets linked to FTA.
Although a form of parent-subsidiary company begins in January 1, 2015, CRT will remain legally as a corporation until June 30, 2015, and it will be represented by the new eight-member Board. Once fully merged by July 1, 2015, all assets and liabilities will transfer to a single company and CRT will dissolve. A parent-subsidiary company that starts in January 1, 2015, will immediately start preparing for a single grant application that is due in April 2015. By July 2015, this interim organization would have an opportunity to operate as a merged company.
Randy pointed out that both CRT and DVTA would need to make changes to their existing bylaws on membership by January 1, 2015.
Randy began the discussion about drafting new bylaws for the single organization. As was discussed in the previous meeting, eight new Board members will be selected from DVTA and CRT Boards, and the new Board will appoint successors through the new Nominating Committee. Mark noted that the continued geographical ratio should be included in appointing new members. For instance, if a member from DVTA leaves, a member from DVTA service area should replace the empty seat. Randy also mentioned that it is important to set up the new meeting location after merger. For a physical location, Randy suggested alternating it by division location. However, it is not mandatory to put specific location in the bylaws. It will also be important to have an access to the meetings via phone or online.
The fully merged company that will take effect on July 1, 2015 will adopt the new bylaws written for January 1, 2015. Ted suggested that CRT and DVTA attorneys to meet separately to draft the document.
Any existing contracts that do not end by June 30, 2015 can continue even if the new agency starts in July 1, 2015. It is advised to check-in with the attorneys regarding any questions on day-to-day administrative tasks that may affect by the merger. It is best to end any liability issue by January 2015. Ted note that CRT is currently dealing with a lawsuit, but it will likely be resolved by November 2014. Chip suggested merging the payroll records and related tasks as soon as possible.
As to creating a name for new company, Randy suggested calling it Southeast Vermont Transit (SVTransit). Randy will find out about registering new name for the merger.
Major task for all Board members is to provide Tom Montemagni with any comments or suggestions to help drafting the Bylaws. Tom will work with CRT attorney to finalize the document.
Don motioned to adjourn, Mark seconded, all approved.