MINUTES
SAN DIEGO THEATRES
BOARD OF DIRECTORS MEETING
June 8, 2012
Approved–6/21/2012
BOARD MEMBERS
PRESENT:Chair Faye Wilson, Vice-Chair Cheryl Kendrick; Director Phil Blair
BOARD MEMBERS
ABSENT:Secretary/Treasurer Alexis S. Gutierrez, Esq.
STAFF PRESENT:Don Telford, President & CEO
- CALL TO ORDER:
Chair Faye Wilson called the meeting to order at 6:15 p.m.at 12836 Lunada Place, San Diego, California.
- FINANCIAL REPORTS:
Mr. Telford noted that the Board packet included the financial reports for the months of February, March and April 2012. At this time of the year, a forecast of year-end is of great interest. At this time, it is forecast that San Diego Theatres’ Net Operating Revenues should end up at approximately $184,000. This is a $150,000 positive variance to budget. The majority of this variance is attributable to the unanticipated one week engagement by Broadway/San Diego of Chicago the Musical in May. Had it not been for the addition of Chicago, the year-end Net Operating Revenues would have been virtually right on the original budget of $34,000.
Mr. Telford also reviewed the Monthly Cash Flow Projection. At the end of April, Total Unrestricted Cash amounted to nearly $750,000. At this time, May is forecast at nearly $789,000, and it is forecast that the unrestricted cash at fiscal year end will be approximately. $900,000.
(Vice Chair Kendrick arrived at approximately 6:25 pm.) - ACTION ITEMS (POSTPONED) – The following items were not discussed and, therefore, are trailed to a future meeting for consideration at that time:
- Minutes from 3-08-2012
- Ratification of Renewal of Line of Credit
- Authorization to Execute Collective Bargaining Agreement with IATSE, Local 122, for the Balboa Theatre
- Approval of the FY 2013 Operating & Capital Budget
- Authorization to Establish 401k Retirement Program
- ACTION ITEM: Adoption of Resolution related to Spin-off of San Diego Theatres from its Subsidiary Relationship with San Diego Convention Center Corporation, including
- Revised Articles of Incorporation
- Revised Bylaws
- Resignation of Current Directors, effective June 30, 2012
- Appointment of New Directors, effective July 1, 2012.
Chair Wilson advised that in addition to the proposed appointment of Kevin Tilden and Pam Slater-Price that were noted in the draft Resolution she recommends the inclusion of David Down as an additional Director. Mr. Down is the Managing Partner of the public accounting firm of KPMG, and he has agreed to serve on the San Diego Theatres Board if so appointed.
Approved the Resolution by written unanimous consent, with the inclusion of the advanced signing by Secretary-Treasurer Alexis Gutierrez. By voice vote by Chair Wilson, Vice-Chair Kendrick and Director Blair,the additional appointment of David Down to the new Board of Directors was unanimously approved for an effective date of July 1, 2012.
5.RECOGNTION OF BOARD SERVICE: Chair Wilson expressed San Diego Theatres appreciation for the Board service of Cheryl Kendrick, Alexis Gutierrez and Phil Blair. Ms. Kendrick and Mr. Blair were each provided with a personalized Civic Theatre marquee photo thanking them for their years of service. Mr. Gutierrez’ marquee photo will be presented to him at a future occasion.
6.CHAIR’S REPORT: Chair Wilson shared the status of the on-going communications with the City regarding a long-term lease for the Civic Theatre. Additionally, she shared that meetings are currently being held with potential additional new Board members.
7.PRESIDENT’S REPORT: No President’s Report was provided at this time.
8.DIRECTOR’S COMMENTS: None.
9.URGENT NON-AGENDA ITEMS: None.
CERTIFICATION
I, M. Faye Wilson, Chair of the Board of Directorsof San Diego Theatres, Inc., do hereby certify that the foregoing is a true and correct copy of the minutes of the business transacted by the Board of Directors of San Diego Theatres, Inc. at a duly noticed meeting held on June 8, 2012, and that said minutes were approved by the Board of Directors on June 21, 2012.
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M. Faye Wilson
Chair, Board of Directors
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