MINUTES OF THE REGULAR MEETING OF THE BOARD OF DIRECTORS OF MOJAVE AIR AND SPACE PORT April 1, 2014 The Board of Directors of the Mojave Air and Space Port duly met for a Regular Meeting at the District Offices in the Administration Building at Mojave Airport, Mojave, California, at the hour of 2:00 o’clock p.m. on Tuesday, April 1, 2014. President Rutan called the roll and the following Directors were present: Balentine, Painter, Peterson and Rutan. Also present were the District’s Chief Executive Officer, Stuart Witt and District’s Counsel Wayne Lemieux. President Rutan presented the Agenda and requested to add under Closed Session item “8.3 Real Property Negotiations Hgr 976.” Motion was made by Director Balentine, and seconded by Director Painter. Roll Call vote: Ayes: Balentine, Painter, Peterson and Rutan. RESOLVED: That the Board find the need to take action with respect to “Real Property Negotiations Hgr 976” has arisen subsequent to the posting of the agenda and that agenda be approved with the addition of “Real Property Negotiations Hgr 976.” Appointment of New Board Member President Rutan stated that we had an unexpected resignation of one of our Board members and the duty of the Board is to appoint an interim Board member who will hold that position until the next General Election. Three resumes were submitted for this position as follows: Elliot Seguin, Project Engineer for Scaled Composites, Bill Deaver, public and government affairs consultant and former editor/publisher of the Mojave Desert News and David Evans, Certified Public Accountant. Director Painter moved to nominate Bill Deaver and Director Balentine seconded the nomination. Director Rutan asked if there were any comments. Director Peterson noted that Board members are normally appointed to the Board via the open general public so the Board gets what the public elects to the Board as they should. However there are certain times when someone resigns from the Board which leaves an opportunity to appoint someone to the Board -1April 1, 2014 that may fill a need at a specific time to help with certain issues. My viewpoint is while all three gentlemen are excellent candidates and I encourage them all to run in the general election in the fall I feel the Board could use the most help in the short term based on our current financial crisis a person that could offer some assistance from the Board to come up with process procedures in terms of finance and accounting oversight for both the CFO and CEO. Director Peterson further noted that he was a little surprised by not putting forward the person who has the expertise to help us to come out of the financial crisis that we’re in and he stated he would have voted for David Evans. President Rutan asked Director Balentine if he had any comments and Director Balentine responded that he thought Bill Deaver was qualified for the position. President Rutan asked Director Painter if she had any comments and she replied that Mr. Deaver is well qualified for the position and the airport already has moved forward to locating a gentleman who is well qualified to help with any of our financial issues. Director Painter stated I think the administration has it well at hand and I stand with my motion. President Rutan asked if there were any more comments and Director Peterson reiterated again that his concern is not the person who is best suited to fill the seat from a general standpoint but what is needed in the short term based on our current financial crisis. I’ve seen nothing from the current administration that shows any change that’s been completed in terms of oversight process needed and that the staff and Board has done anything to improve in its poor handling of this whole scenario that’s got us here in the first place. Director Peterson stated that he was quite disgusted. Roll Call vote: Ayes: Balentine, Deaver, Rutan, Painter. Nays: Peterson Election of Officers: Position of Vice President President Rutan stated that due to the resignation of Director Walker, the position of Vice President of the Board is currently vacant and opened the meeting for nominations for the position of Vice President. Director Balentine moved to appoint Director Painter as Vice President and Director Deaver as Secretary and motion was seconded by Director Peterson. Roll Call vote: Ayes: Balentine, Deaver, Painter, Peterson, Rutan. President Rutan congratulated the Directors on their new positions. -2April 1, 2014 CONSENT AGENDA President Rutan presented the Consent Agenda. Upon motion by Director Painter, seconded by Director Balentine and unanimously carried, Consent Agenda was approved as submitted. Roll Call vote: Ayes: Balentine, Deaver, Painter, Peterson, Rutan. 5A) Minutes of March 18, 2014 RESOLVED: That the Minutes of the Regular Meeting of March 18, 2014 be approved as submitted and further reading thereof be waived. BUSINESS ITEMS 6A) General Fund Accounts Payable Vouchers Interim CFO Michael Brouse reported that the past due summary reflected a balance of $156,599.26. He also requested Board approval for the FAA/AIP Accounts Payable Vouchers but noted that since funds from FAA have not yet been received the checks will not be processed until District is in receipt of those funds. Motion was made by Director Painter and seconded by Director Peterson. Roll Call vote: Ayes: Balentine, Deaver, Painter, Peterson, Rutan. RESOLVED: That the Board approve vouchers for Accounts Payable General Fund Account in the amount of $156,599.26 dated March 28, 2014. 6B) FAA/AIP Accounts Payable Vouchers Director Peterson asked when Funds would be received from the Federal Aviation Administration to pay accounts payable vouchers in the FAA/AIP account and CFO replied that he didn’t know at this time. Director Peterson asked why the Board was being asked to approve payments at this time and CFO responded that Board approval today would allow for prompt payment of vouchers when funds are received. No action was taken. -3April 1, 2014 6C) LAFCO Ballot CEO reported that District received Ballot for Special District Representative to sit on LAFCO Board of Commissioners. Three candidates were listed on the ballot as follows: Don Joe McKernan, Board Member of the Eastern Kern County Resource Conservation District. Melvin McLaughlin, Board Member of the Kern County Cemetery District No. 1. Ray Thurm, Board Member of the Kern River Valley Cemetery District. CEO stated that he knew Don Joe McKernan who is also a Board Member on the Indian Wells Valley Water District and is well versed in public sector board activities and represents the high desert region very well and has his recommendation. Motion was made by Director Deaver and seconded by Director Balentine. Roll Call vote: Ayes: Balentine, Deaver, Rutan, Painter, Peterson. RESOLVED: That Board cast their vote for Mr. Don J. McKernan of the Eastern Kern County Resource Conservation District to serve as Special District Commissioner on the Local Agency Formation Commission. 6D) JetHawks “Aerospace Night” Sponsorship CEO Witt commented that the JetHawks of Lancaster routinely solicit organizations to sponsor Aerospace Night from the greater aerospace community in the Antelope Valley. In the past individual companies have sponsored Aerospace Night and MA&SP has cosponsored the event on two different occasions. He noted that the former CFO inquired about this but did not have the authority to make a commitment on it and he was not aware of it. CEO Witt further commented that he felt this was a very worthwhile event but it would not have his recommendation at this time and it was placed on the agenda for Board consideration. President Rutan stated that there was a perception that MA&SP was onboard to sponsor this event and the financial part of this notwithstanding would still be advantageous to MA&SP to get the publicity out of it and there are a lot of collateral things that are very beneficial to the airport. (MA&SP would be the title sponsor for the game played on August 2, 2014; would sponsor the Aerospace -4April 1, 2014 appreciation Bobblehead with the MA&SP logo and brand the game with its message; two advertising banners; placement of information booth on concourse level; 30 second video commercial or Logo placement on video wall; numerous mentions on television, radio and newspaper ads). He commented that the person who committed the District to sponsor the event this year did not have the authority but he personally felt that this was good for the airport. He further noted that his colleague Mr. Mike Melville was selected to be recognized at the event and “bobbleheads” of his image will be given out to the first 1,000 of JetHawks fans. Mr. Melville has been a long time test pilot and has the distinction of being the first civilian astronaut and his celebrity status is well worthy of MA&SP sponsoring him for this event as the bobblehead. President Rutan stated that he understands the controversy concerning the money for this but would like to make the motion that we accept this and honor this commitment and that Mike Melville be the bobblehead and that he would personally fund the $4,000.00 required so that there would be no financial impact to the District. Director Peterson asked why the Board needed to take action on this now and President Rutan stated that the deadline is April 15th to allow time to create the bobbleheads. Director Peterson asked if there were funds available in the budget for marketing. Interim CFO Michael Brouse stated that he is still reviewing all District funds going back over two years and while he did not have a definitive answer at this time he respected Deputy General Manager Drees’ opinion that funds are available for marketing and advertising. CEO stated that the day-to-day cash balances of the District have been steady for the last eight weeks in the amount of approximately $2.2M to $2.3M and he was confident in those figures. Director Peterson asked CFO if he knew the exact balance of the marketing account and he did not have a definitive answer at this time since he is still researching all accounts which may take several months to complete. Motion was made by Director Painter and seconded by Director Deaver. Roll Call vote: Ayes: Painter, Peterson, Rutan, Deaver. Nays: Balentine. RESOLVED: That Board approve JetHawks Sponsorship to include Luxury Suite and associated benefits as delineated above for the 2014 season in an amount not to exceed $4,000.00 and Deputy General Manager Drees authorized to execute contract on behalf of the District. -5April 1, 2014 6E) LAIF Resolution CEO Witt requested that a change of names was required on the LAIF Resolution of individuals authorized to invest MA&SP monies in the LAIF Account. The Resolution is in final form today for affirmation by Board. Director Painter commented that her title on the Resolution will need to be changed from Secretary to Vice President and Bill Deaver as Secretary. Motion was made by Director Balentine and seconded by Director Painter. Roll Call vote: Ayes: Balentine, Painter, Rutan, Deaver. Absentions: Peterson. RESOLVED: That RESOLUTION NO. 14-04-723 A RESOLUTION OF THE BOARD OF DIRECTORS OF MOJAVE AIR AND SPACE PORT AUTHORIZING INVESTMENT OF MOJAVE AIR AND SPACE PORT MONIES IN LOCAL AGENCY INVESTMENT FUND in the District’s Resolution File and by this reference be and the same is incorporated herein and made a part hereof as though fully set forth at length, be adopted. 6F) Mission Bank CD Signature Authority CEO Witt stated that the Mission Bank CD signature authority needs to be updated and asked the Board to appoint two Directors to have that authority. President Rutan suggested Directors Painter and Deaver. Motion was made by Director Peterson and seconded by Director Balentine. Roll Call vote: Ayes: Balentine, Deaver, Painter, Peterson, Rutan. RESOLVED: That Board authorize Director Painter and Director Deaver as authorized signers on the Mission CD Account Number 12641. Reports/Announcements 7B) Board Committees President Rutan stated that the Board is in the process of forming a permanent finance committee and asked this item be deferred to a future meeting. -6April 1, 2014 7C) Board of Directors Director Deaver commented that it was an honor for him to serve on the Board and he has been following the airport and community for many years as a journalist. Director Painter commented that Mr. Deaver would be a great asset to the District with his knowledge and politics in the area. Mr. Balentine thanked the county for their efforts in the cleanup of dilapidated homes, fixing the streets, focusing on the town and appreciates what the county is doing for the town of Mojave. Mr. Deaver noted that the Mojave Foundation deserves credit as well for their efforts. CEO Witt also recognized Supervisor Scrivner for making the effort to come down here regarding the issue with the solar project and its impact on the community and tenants of Mojave. CEO and reported on his trip to Washington and stated that legislation is progressing at the state and federal level for the SOARS Act H.R.3038 (Suborbital and Orbital Advancement and Regulatory Streamlining Act) championed by Congressman McCarthy. President Rutan submitted his letter of resignation to Vice President Painter which he read as follows: Ladies and Gentlemen: “I present this letter of resignation, which is effective immediately. My decision to resign is based on a business opportunity that has presented itself that could create a possible conflict of interest with my holding a sitting position on the Board, therefore I present my decision to depart today. It has been challenging and rewarding to be part of this team as we have transitioned from an airport to a Space Port, and it is with heavy heart that I separate myself from this incredible assemblage of visionaries, fellow flyers and friends.” President Rutan handed the gavel over to Vice President Painter who resumed the meeting. CLOSED SESSION Board adjourned to Closed Session per Government Code Section 54956.8 to discuss Real Property Negotiations and Government Code Section 54956.9 to discuss Potential Litigation. -7April 1, 2014 RESOLVED: That the Board adjourn to Closed Session. Vice President Painter reconvened the meeting to open session at 4:15 p.m. CLOSED SESSION REPORT In Closed Session the Board discussed Real Property Negotiations (Virgin Galactic Test Site) and Potential Litigation (Claim by Dean Soest). No action was taken and no other items were discussed. ADJOURNMENT There being no further business to come before the Board, the Chair adjourned the meeting at 4:40 p.m. RESOLVED: That the regular meeting of April 1, 2014 be and the same is hereby adjourned. _______________________________ President ATTEST: ______________________________ Secretary (SEAL) -8April 1, 2014
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