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5/28/20 RISE Meeting Minutes

Minutes of the Virtual Board Meeting of the Board of Directors of the RISE Development Corporation
May 28, 2020

Director James Dates called the meeting to order at 9:03 a.m. Upon roll call, the following were in attendance:

Present at Roll:

Director Stephanie Owens
Director James Dates
Director Terri Lipsey Scott
Director C. Knox LaSister III
Director Jerrilyn Evans

Absent at Roll:

Director Sharlene Gambrell-Davis

Staff Present:

LaShunda Battle, Interim Chief Executive Officer
Robin Adams, Asset Management Officer
Larry Butler, Social Services Officer
Audria Davis, Compliance Officer
Larry Gonzalez, Housing Choice Voucher Officer
Pamela Hobbs, Procurement Officer
Andrea Joyal, Interim Finance Officer
Barbara Mohn, Executive Office Manager
Jacquelyn Roberson, Human Resources Officer

Others Present:

Charles Harris, Attorney, Trenam Law
Rose Coman, NIC Sign Language Interpreter
Valerie Scafoglio, NIC Sign Language Interpreter
Alexandra McLennan, Attorney, Squire Patton Boggs (US) LLP

SUBJECT: Approval of the Agenda

BOARD ACTION: Director Lipsey Scott made a motion to approve the agenda. Director Owens seconded the motion. There was no further discussion and a vote was called:

Director Owens: YES
Director Dates: YES
Director Evans: YES
Director Lipsey Scott: YES
Director LaSister: YES

The Board approved the agenda.

SUBJECT: Public Forum - No Public Forum

SUBJECT: Financial Reports - Andrea Joyal, Interim Finance Officer, presented the financial report for the month of April 2020.

SUBJECT: Resolution #35 - Reinstatement of Tax-Exempt Status of RISE Development Corporation

There was extensive discussion between Board Directors and Attorney Sandy McLennan.

BOARD ACTION: Director Lipsey Scott made a motion to approve the Resolution #35. Director Knox LaSister seconded the motion. There was no further discussion and a vote was called:

Director Owens: YES
Director Dates: YES
Director Evans: YES
Director Lipsey Scott: YES
Director LaSister: YES

The Board approved Resolution #35.

SUBJECT: Resolution #36 - Disposition of Vehicle

BOARD ACTION: Director Lipsey Scott made a motion to approve the Resolution #36. Director Owens seconded the motion. There was no further discussion and a vote was called:

Director Owens: YES
Director Dates: YES
Director Evans: YES
Director Lipsey Scott: YES
Director LaSister: YES

The Board approved Resolution #36.

SUBJECT: Old Business - Ratification of the April 23, 2020 RISE Board Meeting Agenda

BOARD ACTION: Director Lipsey Scott made a motion to ratify the agenda as it was presented on April 23, 2020. Director Owens seconded the motion. There was no further discussion and a vote was called:

Director Owens: YES
Director Dates: YES
Director Evans: PRESENT
Director Lipsey Scott: PRESENT
Director LaSister: YES

The Board approved the motion.

SUBJECT: New Business - There was extensive Board discussion regarding asset repositioning options.

Director LaSister made a request asking the Board to reconsider waiting on a new CEO to come onboard in "view of the fact that it appears that the continued delay and failing to make a decision and pursing that decision creates potentially some real financial, negative financial issues for the entire transaction." Discussion continued. Director Owens paraphrased the discussion's points and clarified that Director LaSister appeared to be actually making a motion, and deferred to Chair Dates for the Board to proceed accordingly. Chair Dates delayed entertaining a motion until he could have General Counsel's, Attorney Harris, opinion on the Board's ability to entertain a motion that was not noticed on the agenda. Attorney Harris left the meeting temporarily to review Robert's Rules. Discussion continued between Board members, including RISE's Bylaws being silent on the issue. Attorney Harris rejoined the meeting with an opinion that RISE was not precluded, even with Robert's Rules from having new topics come in through new business that might require further discussion. Director LaSister made a motion that "the bylaws be amended with respect to the provision for addressing topics under new business to comport with the guidance that we just received from Attorney Harris." Director Dates asked for a second. Further discussion continued without a second. Director LaSister withdrew his motion.

There being no further business, the meeting adjourned at 9:53 a.m.
Approved and adopted on this 25th day of June 2020.

James Dates, Chairperson
LaShunda Battle, President