LAKE MERRITT/UPTOWN DISTRICT ASSOCIATION INTERIM BOARD OF DIRECTORS ANNUAL MEETING OCTOBER 7TH, 2009, 8:30 A.M.

. 300 LAKESIDE DRIVE, SECOND FLOOR CONFERENCE ROOM

Present: Robert Wilkens/YMCA, Charlie Leonard/CIM, Lorie Alemania/Leamington, Laurie Coopeman-Rosen/Metro Estates Leasing, Mike Brown/Diocese, Aliza Gallo/City of Oakland, Deborah Boyer/Swig Company, Samantha Stires/CAC, Elieen Kong/CAC, Michelle Lane/CAC Cathedral, CJ Hirschfield/Childrens Fairyland, Scott Stafford/CIM, Doug Park/Signature Properties, Andrea Kirkpatrick/the Swig Company, Barbara Turner/Madison Park, Linda Revilli, Drew Lisac/B of A, Chris Curtis/Metrovation,

Excused Absence: Staff: Guests: Minutes: Discussions held and decisions made by the Interim Board of Directors SUBJECT Introductions Minutes of September 22nd Interim Board meeting DISCUSSION Deborah Boyer, Interim President, called the meeting to order at 8:30 a.m. The minutes of the September 22nd, 2009 meeting were reviewed by the Interim Board. ACTION? No Action Taken Marco Li Mandri/Executive Director, Andrew Jones/District Services Coordinator, Elizabeth Clark/FAB, Ted Tarver, Dan Pitcock/Roberts Electric, Maria Rocha/City of Oakland

Introduction of Elizabeth Clark, Esq

Aliza moved and Mike Brown seconded the approval of the September 22nd minutes. The motion to approve the minutes was passed unanimously. Deborah introduced Elizabeth Clark. The Elizabeth spoke and Joint Boards had voted to accept the expressed her desire to

LAKE MERRITT/UPTOWN COMMUNITY BENEFIT DISTRICT

388 19th Street Oakland, California 94612 Phone 510.452.4530 Fax 510.452.4529 mail@lakemerritt-uptown.org www.lakemerritt-uptown.org

offer by Elizabeths law firm, Fitzgerald, Abbott and Beardsley (FAB) to provide pro-bono legal services to the CBDs

help the CBDs work out any legal issues that might arise in the future. Everyone thanked Elizabeth and FAB for their donation of services

Annual Nominations, report from Nominations, process for seating of new Board members Property owners nominated to sit on the Board

Marco gave an update on the Associations first annual nomination process. He went over the documentation that announced the solicitation of nominations to all property owners who had paid into the district. After the nominations had been submitted within the deadline of September 11th, the Nominations Committee met and made the following recommendations for Board seats for the Lake Merritt/Uptown District Association: 1. 2. 3. 4. 5. 6. 7. Deborah Boyer/Swig Company Scott Stafford/CIM Group Robert Wilkens/East Bay YMCA; Aliza Gallo/City of Oakland; Chris Curtis/Metrovation; Michelle Lane/Catholic Diocese; Andrea Kirkpatrick with Tanicia Jackson as an alternate/Swig Company; 8. Mike Brown/Diocese; 9. Mike Ghielmetti with Doug Park as an alternate/Signature Properties; 10. Charlie Leonard/CIM Group; 11. Lorie Alemania/Leamington; 12. Laurie CoopermanRosen/Metropolitan Estates; 13. Steve Douglas/Douglas Parking Structure; 14. Eileen Kong with Samantha Stires as an alternate/Beacon Capital Properties; 15. Indrajit Obeysekere/Kaiser Foundation; 16. Mike Huaco/Kaiser Foundation After discussion on the role of the Board members and the alternates, Deborah moved and Chris seconded the Board nominees to be seated on the Board of Directors. The motion to adopt the slate of nominees was approved unanimously. Marco also reported that 50% of the nominees should serve for two years and 50% for one year terms to allow for the staggering of terms on the Board. He will make recommendations to the Organization Committee for consideration by the Board at the next meeting

Business Tenant or Community At Large reps to Sit on the Board

(Warren Malnick had nominated himself for the Board however Mr. Malnick has never attended a Board or Committee meeting and was not present at the Annual meeting to participate in the election process. (In light of this absence, Doug Park moved and Eileen Kong seconded that Mr. Malnick be removed from the list of nominees to the Board. The motion to remove Mr. Malnick, due to his absence, was approved unanimously) The bylaws currently call for the seated Board of property owners to ensure that there is representation by business tenants and Community At Large reps. Only one Community At Large has been active in the Board over the past year and has expressed interest on being appointed to the Board, that is CJ Hirschfield from Childrens Fairyland. CJ gave a brief history of her involvement in the district and her desire to be nominated to the Board

Board absences policy

Marco stated that now that the Board has been seated, it should have a policy for unexcused absences. He suggested that anyone who has three unexcused absences in one year should be automatically removed from the Board.

Chris moved and Laurie seconded CJs nomination to the Board to serve in the Community At Large slot. The nomination was approved unanimously. With CJs appointment, that means that 17 Board members will serve in the coming year, therefore quorum will be 9 for the Board. Robert moved and Michelle seconded a policy that any Board member with 3 unexcused absences in the one year cycle of the Board shall be automatically removed from the Board. An excused absence is made when the Board member calls, e-mails or faxes their inability to be at a Board meeting to staff of the President prior to the meeting being held. The motion to adopt the policy was approved unanimously

Amending the bylaws in light of the recent nominations process

Election of Officers for one year terms

Marco stated that the first run of the nominations process demonstrated some weaknesses in the Bylaws. He suggested that we set up new Bylaws task force and that he work with the Org Committee and Elizabeth to hash out changes. The changes will be recommended to the Board at a meeting in early 2010. Officers on the Board are to serve one year terms. Four officer positions are now open for election as the new Board has been seated. The officers positions are President, Vice President, Secretary and Treasurer. Discussion followed. Current interim officers are as follows: President: Deborah Boyer, Swig Vice President: Scott Stafford, CIM Group Secretary: Robert Wilkens, YMCA Treasurer: Indrajit Obeysekere, Kaiser Foundation Deborah gave an update on the new proposal by New City America to administer the district for another year. The Organization Committees of both CBDs will meet to review and discuss the proposal. It will come back to the Board for consideration in December Marco gave an update on the year to date budget performance overview and the P and L for the organization

No action taken

Mike Brown moved and Andrea seconded the election of the current interim officers to continue to serve as officers for the coming year. The motion to reconfirm the interim officers as new officers was approved unanimously.

Staff proposal

No action taken

Financial report

Org Committee

Updates were given by Marco on the following subjects related to the Org Committee: -Budget approval process -Shuttle Update, Aliza gave an update; -Marco reported that a property owner within the district has requested a copy of the CBD database. His staff complied with the request. -Parking hours issue, Aliza gave an update on the rollback of parking hours,

Indrajit moved and Chris C. seconded approval of the financial report. The motion was approved unanimously No action taken

SOBO Committee

DISI Committee

however rates will stay the same; -ULI Tour, Chris gave an update; -Outstanding assessments, Marco gave an update on the outstanding assessments to the district. Michelle gave an update on the progress of the SOBO Committee: -A review of service providers is underway; -The Committee has met three times to go over the budget for 2010; -Carry forward and new budget, Marco reported that the December financial report will include an estimated carry forward into the next fiscal year; -Tree watering grant, Marco and Aliza gave an update on the status of the tree watering grant and its delay. -Marco is trying to work out with the City the placement of new trash cans throughout the district; The next meeting of the SOBO Committee will be on October 14th; Marco and Andrea gave an update on the following DISI related items: -Registry Insert: Deborah gave an update on the final phase of the insert for the ULI Registry insert. The final product looks great; -Marco and Andrea reported that the Committee is in the process of reviewing and finalizing a new DISI Strategic Plan which will be used as the basis of the programs and activities for the balance of the year and into next year; -Use of Joint funds for Tree lighting ceremony in Downtown: Marco and Andrea explained how both CBDs contributed $5,000 each to underwrite the June Uptown Unveiled Event. As part of the agreement with that arrangement, Lake Merritt was to underwrite $5,000 for a Downtown event by the end of the year. The DISI Committee discussed it and agreed that the Joint $10,000 should be used for a Holiday Tree lighting event at Frank

No action taken

Laurie CoopermanRosen moved and Charlie seconded that the $15,000 be allocated toward a major Holiday tree lighting event on December 3rd at City Center with decorations at Frank Ogawa Plaza. The funds would be allocated as follows: a. $10,000 from the Joint Downtown event (5k from Downtown and 5k from Lake Merritt), and b. $ 5,000 from the Downtown DISI Budget. This would fulfill the obligation of the Lake Merritt/Uptown CBD to

Ogawa Plaza and City Center with the focal point being the tree lighting ceremony at City Center on December 3rd. The Committee was requesting support of both Boards to use the 10k allocated for a Downtown event for this end of the year event at City Center. Discussion followed. In addition, the LMUDA DISI Committee was committing 5 thousand to do a holiday celebration in Lake Merritt/Uptown. The LMUDA DISI Committee seeks to have that 5 thousand allocated to a Holiday tree lighting celebration scheduled for December 8th. We are attempting to get permission of the City to allow us to decorate a tree in the median at Lakeside Drive, but need access to electricity there.

match the Downtown CBD contribution to the Uptown Unveiled event in June., The motion to approve the expenditure of $ 5,000 for the LMUDA contribution to the Holiday event in Downtown Oakland was approved unanimously. Mike Brown moved and Charlie seconded the allocation of $5,000 from the LMUDA DISI budget for a Lake Merritt/Uptown holiday tree lighting location to be determined by the Committee in working with the City. The event would be held on the evening of December 8th. The motion to allocate the $5,000 from the LMUDA DISI budget for this event was approved unanimously.

Next Board meeting Adjournment Minutes taken by:

Next Meeting Date: December 8th 2009, 8:30 a.m. at Kaiser Center, 300 Lakeside Drive, 2nd floor conference room The meeting adjourned at 10:15 a.m.

Marco Li Mandri, Executive Director Lake Merritt/Uptown District Association