DRAFT MINUTES FOR IGATE GOVERNING BOARD (DEVCORP) 09-‐-‐-‐24-‐-‐-‐2015 At 5:51 pm Chair Sblend Sblendorio convened the meeting with the following Board Members present: Buck Koonce, Rameet Kohli, Art Pontau, Mayor Jerry Thorne, Councilman N. Arnerich, Mayor John Marchand, Councilman Don Biddle, and Secretary Marshall Kamena. A quorum was therefore designated by the Chair as being present. Executive Director Brandon Cardwell and Livermore City Manager Marc Roberts were also present. No public comments were made. The Chair announced that Board Members Jeff Wolfe and Dr Woodrow Clark have resigned their memberships on this Board. In a motion by Mayor Marchand with a second by Mayor Thorne, the Board unanimously accepted the minutes of May 7, 2015 as submitted. Chair Sblendorio offered a motion to approve a retroactive amendment to the May 7, 2015 minutes where he appointed staff to meet with the Founders & Funders Group for advice on and evaluation of DevCorp’s direction. Upon the unanimous consensus of the board, the board approved and ratified the committee make–up and meeting recommendation. Mention was made by Secretary Kamena that the June 25, 2015 board meeting was one person short of a quorum. As a result no official meeting was held after waiting 31 minutes for a quorum. The Financial Report was unanimously accepted after a motion by CM Arnerich and a 2nd by Mayor Marchand. An extensive in-‐depth Report and Operational Update was presented by E.D. Cardwell. An electronic copy is attached. During the course of the Update a few related sub topics were discussed. Buck Koonce mentioned the partnership with Oak Ridge. It was also disclosed that in a partnership with Sandia Labs, LLNL, & Lawrence Berkeley labs an energy related “gift card” has been created with values from $50,000.00 to $300,000.00 as incentives. The last item in E.D. Cardwell’s report was also good news. Ed Silva has been hired to assist the executive director in both management and in the development of a concrete membership program of participants. Livermore City Manager Marc Roberts asked semi-‐-‐-‐rhetorically what exactly is iGATE doing; whether or not the move from Longard Ave to downtown Livermore on 2nd Street has facilitated a positive cash flow; and does the organization have any “customers”? E.D. Cardwell responded with the following: 1) at the time of the move DevCorp had $1,000.00 in cash; 2) there were $12,000.00 in obligations; 3) the progress of the build-‐-‐-‐out of the membership model is indeed promising; 4) income has risen from zero to $7,000.00 per month; 60-‐70% of operating costs are now being recovered exclusive of the Executive Director’s salary; and 5) there are more start-‐ ups than ever and >50% of them are bringing in capital as non-‐government groups.
DRAFT MINUTES FOR IGATE GOVERNING BOARD (DEVCORP) 09-‐-‐-‐24-‐-‐-‐2015 CM Arnerich indicted he has been looking forward to a sustaining level of income. E.D. Cardwell mentioned that DevCorp is on track for a 10% increase in income per month. At that rate, in 12 months we will be right at the Board’s objective. The meeting changed topics to organizational structure regarding Governing Board Members, Advisory Group Member make-‐up, Brown Act considerations, the frequency of meetings of each group, and the possible cost to be a Governing Board Member if that person is not designated a Founder, Laboratory, or City Boardmember. It was discussed that there might be an additional three “at large” Governing Board Members appointed by the Board when the resolution is confirmed and signed in accordance with the pertinent By-‐Laws. An extended discussion of iGATE’s history proceeded from its beginnings to the present. Comments were made regarding difficult times, management missteps, operational challenges, the Brown Act requirements, and board disagreements. Also discussed were the merger of NEST & DevCorp, climbing out of cash flow problems with the positive move to Downtown Livermore, and the ultimate optimism for success and “engagement” by any remaining members of the DevCorp Board and the Advisory Group. After the discussion was concluded, a motion was made by CM Arnerich of Danville & seconded by Mayor Thorne of Pleasanton as follows: The iGATE Governing Board of Directors shall consist of FUNDING members who have contributed at least $5,000 during the year. Furthermore, the Board can in its discretion add up to three more members to its Governing Board. In no event shall these at-‐large members form a majority of the Governing Board. At-‐large members, if appointed, will have a term of one year on the Governing Board. Additionally, any present member of the Governing Board who does not continue on the Board may become a member of the Advisory Group if so desired by that member.” It will take two meetings with affirmative votes to enact this motion which amends the By-‐laws. Note: No term limit for the Advisory Group was specified in the motion. The Board may wish to address that issue. The motion passed with only one negative vote, that of Secretary Kamena, the founding mayor of this iGATE organization. At 7:07 pm Chair Sblendorio adjourned the meeting. Respectfully submitted, Marshall Kamena, Governing Board Secretary