ITEM TITLE:
Discussion Item: Governance Structures and Oversight Mechanisms in Future Bylaws
SUBMITTED BY: Elise Sorum-Birk, Deputy City Clerk
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SUMMARY STATEMENT:
The Valdez Tourism Task Force has been extended by the City Council to assist with the creation of a new quasi-public non-profit destination marketing organization that incorporates additional oversight into its governance structure. The purview of the task force has been expanded to assist with drafting initial bylaws and policies of the future organization.
The goal of this conversation is to reach consensus on what underlying details related to oversight and membership should be incorporated into bylaws.
Consensus on the following was reached in prior discussions:
• Requiring City Council approval of the organization’s annual budget and regular financial updates.
• Establishing a memorandum of agreement between the city and the future organization to clearly outline expectations for services provided.
• Ensuring that Public Accommodation Tax revenues continue to be allocated to tourism marketing and visitors’ services facilitated by the future organization.
• A single standardized membership level to provide clarity for businesses to ensure fairness for all members and equal access to base level benefits.
• That vision for and priorities of the organization be set by membership.
• Membership in the organization being required in order to serve on the board of directors.
Outstanding questions related to governance structure include:
• What role should City Council play in appointment of a governing board?
o What might the recruitment process and appointment process of a board of directors look like?
o How can it be guaranteed that members of the board of directors are adequately prepared to take on the role of managing a non-profit successfully?
o What standards should directors be held to and when should directors be removed? (code of ethics, attendance, etc.)
• How involved should City Council be in employment actions related to an executive director?
o Does the city have a role in the recruitment of an executive director?
o Should City Council have the ability to require the removal or firing of an executive director?
• What non-voting ex-officio members should be included on the governing board?
o Should this be a member of City Council only?
o Should a member of city administration play any role?
o Are there other stakeholder groups who should be at the table as non-voting members?
• What reporting mechanisms can be built into the governance structure to guarantee clear channels of communication and accountability for use of public funds?
After consensus is reached on these questions draft versions of Articles of Incorporation and Bylaws will be developed by the City Clerk’s Office and reviewed by the task force members at a future meeting.
The existing bylaws of the Valdez Museum and Historical Archive, Inc. are attached as an example of an existing quasi-public non-profit under the city.
Also attached are additional examples of bylaws used by similar organizations.