Alaska State Fair Board

Minutes
Alaska State Fair Board of Directors
Boardroom on the Fairgrounds
January 10, 2008

President John Harkey called the meeting to order at 7:02 pm.  Present: directors Debby Retherford, Pete Probasco, Bruce Bush, and Bonnie Quill; members Larry Longenecker, Kirsten Mason; and Donna Tate, recorder.  Director Mari Jo Parks arrived at 7:40 pm.  Charlie Willis and general manager Ray Ritari were absent.

Probasco/Quill/MCU: To accept the minutes and consent agenda as amended.  Action item #3 was deleted from the agenda since the vendor issues ad hoc committee met earlier in the month.

Accounting Manager, Kirsten Mason gave the financial report, which showed total assets of $5,141,565.11, total current liabilities of $78,186.38, long-term liabilities of $525,371.33, total equity of $4,538,007.40 and total liabilities & equity of $5,141,565.11 as of December 31, 2007.  Included in the assets was $1,073,252.98 in the general checking account.  Mason also reported the monthly and year-to-date total income, total expenses, and net income, noting the financial status is improved over this time last year. 

Quill/Probasco/MCU:  To approve the financial report as given.

General Manager’s Update

President Harkey discussed general manager’s report, which was included in the packet mailed to directors last week.  He said Ritari was also pleased with the year-end financial status.

Action Items

Retherford/Quill/MCU: To set the 2008 employer contribution to each regular employee’s pension plan at the rate of 4% of the 2008 employee gross wages.

Quill/Retherford/MCU:  To adopt the resolution granting the directors year-round access to Fair-hosted events. 

It was stressed that all events on the fairgrounds are not Fair-hosted and this resolution only applies to events hosted by the Fair.

There was a discussion concerning rules, membership and vendor issue ad hoc committee meetings.  Harkey, as rules committee spokesman, reported he had been in contact with Attorney Steve Mahoney concerning bylaw change procedures.  There may be a membership poll concerning preferred month for the annual membership meeting.  The membership committee is pursuing levels reflecting different fees and benefit advantages.  There has been a shift in membership’s geographical location with 56% of the membership presently living outside the Valley. The vendor committee announced three new Fair food vendors.  It was acknowledged that a standing committee is needed to assist Troutman in addressing vendor issues.

Probasco/Quill/MCU:  To approve the proposed bylaw changes as recommended by the rules committee.

Proposed changes are:

2008 Bylaw Amendment # 1 (proposed) read (italics are for additions, strikethroughs are for deletions):
Article II Members-Section 5.  Annual Meeting of Members
The annual meeting shall be held on the second Thursday of February, and if a legal holiday, or Valentines then on the next secular day, Thursday in each instance at 7:00 PM. Election of the Directors of the Board shall be accomplished in accord with these bylaws as well as any additional business of the Corporation.

The Board of Directors asks that the Bylaw be amended to read (italics are for additions, strikethroughs are for deletions):
2008 Bylaw Amendment # 2 (proposed)
Article III Board of Directors-Section 2.  Number and tenure
The number of directors shall be seven (7). Each director shall hold office for a three year term and until his/her successor shall have been elected and qualified. Initially and each time the number of directors is increased by three, one third of the initial number or increase shall be elected to a one year term, one-third to a two year term, and one-third to a three year term; thereafter, as each term is ended, the new term is three years. No director will serve more than three consecutive 3-year terms in office. In the case of a director originally elected to a term of office of less that three years, such term shall not be counted in applying this three term rule. A former director who has been out of office for a period of one year or more will be eligible for reelection. No amendment of these Bylaws reducing the number of directors shall reduce the terms of any incumbent director. The Board of Directors may, establish qualifications for persons to serve as directors.

Ritari will be asked to design a letter to the State Legislators, to be signed by Fair members at the annual meeting, requesting support for the Alaska State Fair.

Debby Retherford is to give a mission/vision statement update at the February annual meeting.  The staff will have available for distribution a copy of the present statement and the proposed statement. 

President Harkey said he was having some difficulty scheduling a parliamentarian for the annual meeting but he will continue his efforts.

The staff is requested to order name badges for the directors who do not presently have one.  The directors are encouraged to wear them when attending fair-hosted events.  It was suggested that business cards be made for the directors’ use.

There was a discussion concerning the need for access to membership via email and the feasibility of setting up a link on our website where people can pledge monetary support for the Fair.  The manager will be encouraged to spend dollars, if necessary, to have a plan ready by the annual meeting.

Board Comments

Bush was disappointed there were no Alaskan food vendor applications for the 2008 Fair.  He said he had been approached by an artist who would like to do a cast iron pour at the Fair.  Bush will direct him to contact the manager.  Parks wondered if the Fair could grow/sell plants in the winter season.  Retherford promised to sometimes come to the board meetings as a member after her term as director expires.  Harkey wished good luck to Parks and Quill in their bid for reelection to the board of directors.  He reported that Randy Hobbs hopes to still be involved in energy production with the Fair.

The meeting recessed at 8:32 pm.  The meeting returned to session at 8:40 pm.

Probasco/Quill/MCU: To go into Executive Session for personnel issues.

Bush/Quill/MCU:  To confirm the year-end bonus for manager Ray Ritari as agreed upon via email.

Retherford/Quill/MCU:  To authorize the Chair to negotiate a new contract with a 5% raise for the General Manager.
 
The board came out of Executive Session and returned to its regular meeting at 9:04 pm.

Probasco/ Quill/MCU: To adjourn.