MINUTES

SAN DIEGO THEATRES

BOARD OF DIRECTORS MEETING

October 19, 2012

Approved–10/30/2012

BOARD MEMBERSChair M. Faye Wilson; Director Kevin Tilden;

PRESENT:Director Pam Slater-Price; Director David Down

STAFF PRESENT:Don Telford, President & CEO; Anna McCutcheon (Recorder)

  1. CALL TO ORDER:

Chair Wilson called the meeting to order at 12:10 p.m.in the conference room of the San Diego Civic Theatre in San Diego, California.

  1. ACTION ITEMS:
  1. Approval of Minutes from 6-21-2012 Board Meeting

Motion was made and carried to approve the Minutes of June 21, 2012, with the following revision:

Section 5.c. Appointment of Board Treasurer - effective July 1, 2012, is revised to read in its entirety: Chair Wilson advised that it is necessary to appoint an interim Treasurer to serve during the transition period prior to new Board officers beginning their terms of service in October. A new Treasurer will be elected at the Board meeting of October 19, 2012. Motion was made and carried to appoint Chair Faye Wilson as interim Treasurer of the Board of San Diego Theatres, effective July 1, 2012. VOTE: UNANIMOUS

VOTE: MOTION CARRIED - 1 Yea (Chair Faye Wilson);

3 Abstentions (Directors Tilden, Slater-Price, and Down, who were not in attendance at the meeting of June 21.)

  1. Approval of Minutes from 3-08-2012 Board Meeting

Motion was made and carried to approve the Minutes of March 8, 2012, as submitted.

VOTE: MOTION CARRIED - 1 Yea (Chair Faye Wilson);

3 Abstentions (Directors Tilden, Slater-Price, and Down, who were not in attendance at the meeting of March 8.)

  1. FINANCIAL REPORT: September2012
  1. September 2012

The financial report for September 2012 was distributed in the Board packet prior to the meeting. Mr. Telford provided adetailed overview of the entire financial report.

Mr. Telford advised that September Net Operating Income/Expenses shows a loss of approximately $99,000, which is more favorable to budget than the projected loss of approximately $126,000. The positive variance to budget was due primarily to higher than anticipated attendance at Broadway/San Diego’s Les Miserables at the Civic Theatre, and also due to strong Concession sales at Les Miserables and at the Mike Epps show at the Civic Theatre. Year to Date Operating Income at the end of September shows a loss of approximately $31,000, with a shortfall in projected Contributions of $4,000. Year to Date Operating Expenses show a savings of $37,000. Year-To-Date Net Operating Income is positive to budget by approximately $1,700.

  1. Monthly Cash Flow Projection

The Monthly Cash Flow Projection report, as updated through August 2012, was distributed in the Board packet prior to the meeting. Mr. Telford reported that the Total Unrestricted Cash balance at the end of August was approximately $960,000. Projections for the remainder of Fiscal Year 2013 show a consistent cash flow position.

  1. ACTION ITEMS:
  1. Adoption of Resolution – San Diego Convention CenterCorporation Retirement Plan

Prior to the divestiture of San Diego Theatres from the San Diego Convention Center Corporation on July 1, qualifying San Diego Theatres employees participated in the Convention Center Corporation’s Money Purchase Pension Plan administrated by Wells Fargo, and also had the option of contributing to a Hartford 457 Deferred Compensation Plan. Effective July 1, San Diego Theatres established a 401k retirement plan to replace the Convention Center’s Money Purchase Pension Plan and the Deferred Compensation Plan.

Corporate Resolutions were prepared by the Convention Center Corporation and by San Diego Theatres to formalize the divestiture and its impact on the Money Purchase Plan. The Resolutions stipulate that the Convention Center Corporation will maintain the account balances of the San Diego Theatres employee participants. Participants will have the flexibility to leave their balances in the Wells Fargo program, or to roll over their balances to the new San Diego Theatres 401k plan or another retirement plan of their choosing. In addition, all affected San Diego Theatres employees will become fully vested in the Convention Center’s Plan effective July 1. The Convention Center Board adopted the Corporate Resolution at its Board meeting on September 25, 2012.

Staff recommends that the Board adopt the Corporate Resolution pertaining to the San Diego Convention Center Corporation Money Purchase Pension Plan.

Motion was made by Director Tilden, and seconded by Director Slater-Price, to adopt the Corporate Resolution pertaining to the San Diego Convention Center Corporation Money Purchase Pension Plan,as presented.

VOTE: UNANIMOUS

  1. Adoption of Approval Processes and Signing Authorities

With the divesture of San Diego Theatres from the Convention Center Corporation, there is a need to update the banking information regarding employees who are authorized check signers and approvers of wire transfers. It is recommended that the following San Diego Theatres officers and staff be authorized as check signers and approvers of wire transfers: Chair, Treasurer, President/CEO, Event & Patron Services Manager.

It is also proposed to raise the thresholds for checks requiring dual signatures. Currently, checks in excess of $25,000 require 2 original signatures. It is proposed to raise this threshold to $35,000.

It is also proposed to increase the level of authority for approval of non-budgeted expenditures. Currently, the President/CEO has authority to approve purchase orders and contracts for non-budgeted items up to $25,000, as long as there are adequate cost savings and/or excess revenues in the overall budget to fund the expenditures. It is recommended that this level of authority be raised to $50,000, retaining the requirement for adequate levels of savings or excess revenues.

Staff recommends that the Board adopt the modified approval processes and authority levels as presented.

Motion was made by Director Tilden, and seconded by Director Down,to adopt the Approval Processes and Authority Levels,as presented.

VOTE: UNANIMOUS

The Board entered into Executive Session at 1:10 pm.

  1. EXECUTIVE SESSION ITEMS:
  1. Collective Bargaining Agreement – Service Employees International Union
  1. Restatement of Employment Contract – President & CEO
  1. Civic Theatre Lease – City of San Diego

The Board reconvened in Open Session at approximately 2:00 p.m., with the following disclosure: The Board authorized the Restatement of an Employment Agreement with Donald M. Telford as President & CEO, for a term of 5 years, effective retroactively to July 1, 2012.

6.ELECTION OF OFFICERS:

The proposed slate of Officers of the Board of Directors of San Diego Theatres for 2013 was presented:

Chair – M. Faye Wilson

Vice-Chair – David Down

Secretary – Pam Slater-Price

Treasurer – Kevin Tilden

Motion was made and seconded to elect the slate of Officers of the Board of Directors of San Diego Theatres for 2013, as presented. VOTE: UNANIMOUS

7.BOARD MEETING SCHEDULE:

The Board agreed to convene its next regular meeting on Monday, December 17, at 10 a.m.

8.CHAIR’S REPORT:

No formal report was presented.

9.PRESIDENT’S REPORT:

The printed President’s Report was distributed in the Board package prior to the meeting.

10.DIRECTOR’S COMMENTS: None.

11.URGENT NON-AGENDA ITEMS: None.

Chair Wilson adjourned the meeting at approximately 2:20 p.m.

CERTIFICATION

I, Pam Slater-Price, Secretaryof 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 October 19, 2012, and that said minutes were approved by the Board of Directors on October 30, 2012.

______

Pam Slater-Price

Secretary, Board of Directors

1