Minutes 12-13-2011 - Laserfiche WebLink

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He reviewed some changes that he made. On page 5, Section 4.02, he added Matthew Roybal as the registered agent. On page 6, Section 6.03, he added a sentence, "Other vacancies may be filled as provided herein." On page 8, section 7.09, Commissioner Yuhasz had suggested that the final sentence be stricken and he has no problem with that. On page 15, Section 13.01, the reference to the section should be 15.03. Similarly, on page 16, the reference in Section 15.03 should be Section 15.03 instead of 15.02: Commissioner Jacobs said that this is an important advance in this process. Commissioner Jacobs made reference to page 13, Section 10.02 and Annual Audits. It is his understanding that for the next several years., all four partner counties are fiscally responsible. Orange County will determine a reasonable rental rate. He thinks it is important to send the annual audit to all four Boards of County Commissioners. The grant was received in part because it was afour-county partnership. He also suggested that each county have two seats on the Board of Directors until such time as Orange County is the only fiscally responsible county or until-some other county withdraws. Frank Clifton said that initially Orange County has the greater-share of financial responsibility. Also, the hope is that the Board of Directors will be comprised of people who are actively involved in the operation of the facility so that the knowledge can be expanded of the organization. After the organization is up and running, it should be free and clear to provide its membership as desired because the financial partnership will not be needed. Commissioner Yuhasz said that it seems reasonable to divide the initial appointments equally among the four boards. Commissioner Hemminger asked John Roberts about the other attorneys reviewing this. John Roberts said that the County Attorney in Durham is still concerned that counties cannot create non-profits. The Attorney from Chatham County has not responded. John Roberts asked about changing the composition. He said that if each county only appoints two, that will reduce the number of directors to eight. He asked the Board if it was ok to let each county appoint three members and then each county would have one reserved appointee that is a resident of that county. Some of the Board agreed. Commissioner Gordon made reference to page 22 and said that it seems that Orange County is taking most of the financial responsibility, so the way it is written is fair for Orange County in the first two years. Then afterwards there can be an adjustment. Regarding the terms in Section 6.02, Commissioner Gordon said it was not clear. She made reference to page 7, Section 7.01, Place of Meetings and said that this should be more specific as to the place of meetings because, "majority of the Board members" could mean lots of different things. Chair Pelissier asked about the composition of the board as it relates to the financial liability of the County. It has been argued that Orange County should -have a greater number of appointees because Orange County has a larger financial liability the first three years compared to the other counties. John Roberts said that he attempted to weight the composition towards Orange County, but there is no legal requirement for this. The Board can change it. John Roberts made reference to Section 10.02, Annual Audit, and said that he_wanted to change this to Jurie 30, 2015 because that is the date that the interlocal agreement expires. Commissioner Foushee made reference to board composition and said that Orange County should have more representation as long as there is more financial responsibility.