November 8, 2019 (4:18 pm)

Board of Directors Meeting – November 21, 2019


Board of Directors Meeting
11/21/2019
9:00 AM
Administration Building

View Agenda
CEO’s Operational Announcements and Updates:
          –  View Financial Packet ending September 2019
          –  View Financial Packet ending October 2019 (updated 11/18/2019)
View Draft Minutes (meeting held October 21, 2019)     
View Standard Agreements
View Rental Agreements
View Joint Powers Authority Agreements
View Correspondence
View Reports and Materials for Governance Process: Items 10A – 10G (updated 11/20/2019 – Items 10B and 10F)
View PowerPoint Presentation
View Transcript
View Approved Minutes

 

The mission of OCFEC is…
CELEBRATION OF ORANGE COUNTY’S
COMMUNITIES, INTERESTS, AGRICULTURE AND HERITAGE
(with results justifying resources expended)

NOTICE OF MEETING
32ND District Agricultural Association
OCFEC Board of Directors
Thursday, November 21, 2019
9:00 a.m.

Administration Building
OC Fair & Event Center
88 Fair Drive
Costa Mesa, California
Directions: From I-405, exit Fairview Rd. heading south, approximately 1.25 miles to Arlington Dr.
Administration Building located near the corner of Fairview Rd. and Arlington Dr.
(Use Gate 4 on Arlington Dr.)

To live stream meeting, click on the link:  https://vimeo.com/user98605232

Board of Directors
Sandra Cervantes, Board Chair
Andreas Meyer, Vice Chair
Robert Ruiz, Member
Barbara Bagneris, Member
Ashleigh Aitken, Member
Doug La Belle, Member
Newton Pham, Member
Natalie Rubalcava-Garcia, Member

Secretary-Treasurer
Michele Richards
Chief Executive Officer, OCFEC

32nd DAA Counsel
Josh Caplan
Office of the California Attorney General

Please take notice that this public meeting of the 32nd District Agricultural Association, a California state institution, is being recorded using video recording equipment. Please also take notice that the 32nd District Agricultural Association will release video recordings of its public meetings where required under California law.

Those persons wishing to attend the meeting and who may require special accommodations pursuant to the provisions of the Americans with Disabilities Act are requested to contact the office of the 32nd District Agricultural Association (714) 708-1500, at least five working days prior to the meeting to insure the proper arrangements can be made.

At the discretion of the Board of Directors, all items appearing on this Agenda, whether or not expressly listed for action, may be deliberated and may be subject to action by the Board of Directors. The Board may convene to closed session pursuant to Government Code section 11126, subdivisions (a) and (e) to consider personnel evaluation and/or possible litigation. Items may not necessarily be taken up in the order shown on this Agenda. This agenda, and all notices required by the Bagley-Keene Open Meeting Act are available on the Internet at: www.ocfair.com

AGENDA

1.  CALL TO ORDER
All matters noticed on this agenda, in any category, may be considered for action as listed. Any item not so noticed may not be considered. Items listed on this Agenda may be considered in any order, at the discretion of the chairperson.

2.  THE MISSION OF OCFEC IS…
Celebration of Orange County’s Communities, Interests, Agriculture and Heritage (with results justifying resources expended).

3.  PLEDGE OF ALLEGIANCE

4.  ROLL CALL (Policy 4.5.2.B)

5.  CLOSED SESSION (Closed to the Public)
A.  Personnel: The Board will meet in closed session to consider the appointment and employment of the General Manager / CEO. [Gov. Code section 11126, subd. (a)(1).]

6.  CEO’S OPERATIONAL ANNOUNCEMENTS AND UPDATES

7.  MATTERS OF PUBLIC COMMENT
Public comment is allowed on issues NOT on the current Agenda. However, no debate by the Board shall be permitted on such public comments, and no action will be taken on such public comment items at this time, as law requires formal public notice prior to any action on a docket item. Speakers are requested to sign in prior to the start of the meeting and are limited to three minutes.

Comments will be accepted on Agenda items during the meeting. Speakers wishing to address the Board on items on the agenda are requested to sign in prior to the start of the meeting and identify the agenda item(s) on which you desire to address the Board. Speakers are limited to three minutes.

8.  MINUTES:
A.  Board meeting held October 21, 2019
      Action Item

B.  Board meeting held October 24, 2019
     Action Item

9.  CONSENT CALENDAR: (Policy 4.3.4)
All matters listed under Consent Calendar are operational matters about which the Board has governing policies, implementation of which is delegated to the CEO. They will be enacted in one motion. There will be no discussion of these items prior to the time the Board of Directors votes on the motion, unless members of the board, staff or public request specific items to be discussed separately and/or removed from this section. Any member of the public who wishes to discuss Consent Calendar items should notify the Chair of the Board, at the time requested and be recognized by invitation of the Chair to address the Board.

A. Standard Agreements: SA-254-19YR; SA-263-19GE; SA-264-19GE; SA-265-19GE; SA-266-19YR ; SA-267-19SP; SA-268-19GE; SA-002-20SP

B.  Amendments: SA-263-15SM (Amend. #3); SA-263-15SM (Amend. #4); SA-191-16FT (Amend. #2); SA-059-17FT (Amend. #5); SA-080-17FT (Amend. #3); SA-083-17FT (Amend. #4); SA-050-18PA (Amend. #1); SA-255-19YR (Amend. #1)

C.  Rental Agreements: R-147-19; R-154-19; R-160-19; R-161-19; R-162-19; R-163-19; R-164-19; R-027-20; R-040-20; R-041-20; R-042-20; RR-004-19

D.  Active Joint Powers Authority Agreements (New): 03219001

E.  Correspondence:
Communications to the Board from the public in response to Board discussion or to comments made before the Board are to be listed on the meeting agenda and included in the Board materials as an item of public disclosure.
        i.  None.

F.  CDFA Correspondence:
Communications to the Board from the California Department of Food & Agriculture Division of Fairs & Expositions regarding relevant topics at Fairs and Expositions.
         i.  State Rules Advisory Committee

-End of Consent Calendar-

10.  GOVERNANCE PROCESS
A.  Committee / Ad Hoc Committee / Liaison Report
Information Item

To assure compliance with the Bagley-Keene Act, Committee reports are only for the purpose of the Committee chair, Ad Hoc Committee members or Liaison to provide a verbal update. Should the Board want to discuss any Committee work item not already on the agenda; those would need to be agendized for a future Board meeting.

i.      Community Engagement Committee (Director Rubalcava-Garcia,
        Committee Chair; Director Ruiz)
ii.      Heroes Hall Veterans Foundation Board (Director La Belle, Chair
          Cervantes)
iii.     Centennial Farm Foundation (Chair Cervantes)
iv.     Financial Monitoring Committee (Director Pham, Committee Chair;
          Director La Belle)
v.      Legislative Monitoring Committee (Director Aitken, Committee Chair;
         Director Ruiz)
vi.    Governance Committee (Vice Chair Meyer, Committee Chair; Director
         Bagneris)
vii.   Safety & Security Committee (Chair Cervantes, Committee Chair; Vice
         Chair Meyer)
viii.  Facilities Committee (Director Aitken, Committee Chair; Director
          Rubalcava-Garcia)
ix.    Audit and Compliance Committee (Director Rubalcava-Garcia,
         Committee Chair; Director La Belle)
x.     Branding Project Ad Hoc Committee (Vice Chair Meyer, Committee
        Chair; Director Aitken)
xi.   Storage, Parking and Traffic Ad Hoc Committee (Director La Belle,
        Committee Chair; Director Bagneris)

B.  Consideration of and Vote on the 2020 OCFEC Operating Budget and
 Capital/Major Projects
 Action Item

C.  Consideration of and Vote on Update to Board Governance Policy (Policy 2.3.5): The 32nd District Agricultural Association Board of Directors Delegates Authority to Execute all Forms of Agreements, Contracts, and Purchase Orders Without Further Authorization From the Board of Directors. All Such Agreements, Contracts and Purchase Orders are to be Submitted to the Board of Directors for Review at Subsequent Meetings. This Delegation is Subject to Board Review at Each Annual Meeting
Action Item

D. Board of Directors Discussion to Identify a Designated Second Signer on Transactions Over $15,000
Action Item

E.  Consideration of and Vote on the 2020 Board of Directors Meeting Dates and Times
Action Item

F.  2019 OC Fair Profit and Loss Statement
Information Item

G.  2020 OC Fair Theme
Information Item

11.  CLOSED SESSION (Closed to the Public)
B.  Pending Litigation – The Board will meet in closed session to consult with legal counsel regarding the following pending litigation. [Gov. Code section 11126(e).]

i.  To confer with and receive advice from legal counsel regarding potential litigation involving the 32nd District Agricultural Association. Based on existing facts and circumstances, the Board of Directors will decide whether to initiate litigation. (Govt. Code, § 11126, subd. (e).)

ii.  To confer with and receive advice from legal counsel regarding potential litigation involving the 32nd District Agricultural Association. Based on existing facts and circumstances, there is significant exposure to litigation against the 32nd District Agricultural Association. (Govt. Code, § 11126, subd. (e).)

12.  BOARD OF DIRECTORS MATTERS OF INFORMATION

13.  NEXT BOARD MEETING: DECEMBER 12, 2019

14.  ADJOURNMENT

Respectfully submitted,
Michele A. Richards
Secretary-Treasurer
Chief Executive Officer, OCFEC     Date of notice: 5:00 p.m. November 8, 2019