Board of Directors Regular Meeting Agenda


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Meeting Date: 12/04/2019  

SUBJECT MATTER:
Receive, consider and act upon the appointment by election of Directors of The Woodlands Township Board of Directors to The Woodlands Convention and Visitors Bureau dba Visit The Woodlands in accordance with the Bylaws;
FISCAL IMPACT:
The Woodlands Convention & Visitors Bureau dba Visit The Woodlands budget is determined by The Woodlands Township Board of Directors each year.
BACKGROUND:
In accordance with the bylaws (the “Bylaws”) of The Woodlands Convention & Visitors Bureau (“TWCVB”) (attached hereto), a 501(c)(6) nonprofit corporation, The Woodlands Township Board of Directors is charged with the responsibility of electing “Class A Members” for TWCVB Membership (see Article II.3.1. of the Bylaws). The Woodlands Township has established a standard operating procedure to carry out this task each year in advance of TWCVB’s Annual Meeting, which is the 2nd Tuesday during the month of January, and to provide recommendations regarding the election of Directors to TWCVB Board of Directors. At TWCVB Annual Meeting, the Members then elect TWCVB Board of Directors, who then elect TWCVB Officers.
 
Appoint Three Directors of The Woodlands Township to be TWCVB Members and Directors
 
Because the Class A “Members [of TWCVB] shall be elected by a vote of the Board of Directors of The Woodlands Township” (Article II.3.1. of TWCVB Bylaws), The Woodlands Township’s Board of Directors has traditionally recommended and elected three (3) Directors of The Woodlands Township Board of Directors to become “Class A Members” of the CVB. These Members then “elect” the full board of TWCVB Board of Directors (including themselves) to hold office until the next annual meeting (Article III.2., paragraph 3). Traditionally, The Woodlands Township Board has limited their representation to three (3) Directors of the CVB Board of Directors so as not to constitute a quorum of The Woodlands Township Board taking action on behalf of The Woodlands Township when transacting TWCVB business.
 
Additionally, when recommending the Directors of TWCVB (keeping in mind that Article III, Section 2 of the Bylaws does not require that TWCVB Board members be “Members” of TWCVB), and in order to comply with the general requirements of a 501(c)(6) nonprofit corporation under the Internal Revenue Code that the organization have a meaningful extent of membership support. It has traditionally been the recommendation of The Woodlands Township Board of Directors that various members of the tourism / business community within the Township area (who work diligently to stimulate hotel occupancy tax and sales tax dollars into the community), as well as the Township President (to monitor activities of The Woodlands Convention & Visitors Bureau from a budget and policy perspective), be elected by the Members of the CVB to the TWCVB Board of Directors.
 
Ballots have been traditionally distributed at the December Township Board of Directors meeting to determine Township’s election of Members and then recommendation of Directors of The Woodlands Convention & Visitors Bureau. A ballot will be distributed by the Chairman at the December4, 2019, Board of Director’s Meeting as follows:
  •                                                 , Township Member and Director
  •                                                 , Township Member and Director
  •                                                 , Township Member and Director
Recommended Positions to Serve as Directors on TWCVB Board of Directors
 

The Woodlands Township Board of Directors typically recommends to TWCVB that the following persons serve as Directors on the TWCVB Board of Directors. Currently, the following serve, as determined by TWCVB in January 2019:
  • The Woodlands Township (currently Don Norrell)
  • South Montgomery County Woodlands Chamber of Commerce (currently JJ Hollie)
  • The Woodlands Waterway Marriott Hotel & Convention Center (currently Fred Domenick)
  • Other Hotels (currently Kevin Viteri, Embassy Suites)
Recommended Officers of TWCVB

The Woodlands Township Board of Directors recommends to TWCVB Board that Nick Wolda be elected to President for TWCVB.
RECOMMENDATION:
Approve three (3) Township Directors by written ballot election as Class A Members of The Woodlands Convention & Visitors Bureau and Nick Wolda to serve as President to serve from January 2020 through December 2020.
 

    

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