APPROVAL BY CCA BOD 8/24/15

CHAUTA Q~AESCAPE, ENGAGE, ELEVATE

Minutes of the Regular Meeting of theColorado Chautauqua Association Board of Directors

Thursday, July 16, 2015Rocky Mountain Climbers Club Room

Directors Present: Shelly Benford, Bill Briggs, Tally Costa, Tom Galey,John Kenyon,Bob Morehouse, Susan Osborne, Bill Patterson, Cindy Schmidt, Lisa Shoemaker,Phil Shull, Cathy Sparkman, Tom Thorpe and Bob Yates

Directors Absent: Dominick Sekich

Staff Present: Susan Connelly, Sue Perkins (fAa Brophy), Ann Obenchain, Wanona Tara, andCaroline Haws

Visitors Present: Michelle Estrella, Barbara Guthery and Deb van den Honert

L Call to Order. Determination of Quorum. Welcome. Introduction of Guests. PublicComment Having established that a quorum was present for the conduct of business,BOD President Mr. Phil Shull called the regular meeting to order at 5:46 p.m. and invited guestcomments. Deb van den Honert spoke of her appreciation for Executive Director Susan Connelly’shard work and that she was a pleasure to work with. Bob Yates introduced newly elected BOD memberMichelle Estrella and commented favorably of his experience serving with Michelle on the City’s Parksand Recreation ~dvisory Board.

IL Approval of Minutes of June 15. 2015 Regular BOD Meeting Mr. Shull requestedproposed additions or corrections to the draft minutes of the June 15, 2015 regular meeting. Ms.Sparkman moved approval of the June 15, 2015 minutes as presented. Mr. Kenyon seconded,and the motion passed unanimously (13-0-1). Ms. Schmidt abstained, having been absent from theJune 15th meeting.

ffl~ President’s Report Mr. Shull noted that since he gave his State of Chautauqua addressduring the Annual Meeting preceding this meeting, he would keep this meeting brief and not addanything further. He extended congratulations to re-elected members Susan Osborne and Tom Galeyand to newly appointed BOD member, Michelle Estrefla, who will begin her term on September 1”.

IL Finance Committee Treasurer Yates reported that it is too soon in the month to present thJ une/YTD preliminar) financial results but reported that the Finance Committee is monitoring theroughly $90,000 below budget in Lodging revenue, which has resulted primaril) from lower groupbookings than anticipated. He noted the challenges for booking presented by CC Vs Use ManagementPolicy as one contributing factor, and recommended that the impact of the Use Management Policy on

APPROVAL BY CCA BOD 8/24/15

revenues be considered in budgeting for 2016. Mr. Yates noted that the investment with First WesternTrust has resulted in a 2° o return over the initial six months.

~ Stratethc Planning Committee Committee Chair Patterson reported that the committee metto discuss an issue that could come up in the lease negotiations — the two part Primrose project, thatwould include relocation of the Facilities & Preservation (F&P) and Housekeeping functions out of thehistoric building located in the middle of the historic core, and then rehabilitating the Primrose building.Mr. Patterson reported the committee’s consensus is to restore the historic building to its original use aslodging containing three units. Ms. Osborne commented that she is intrigued with the idea of the threeseparate units because it would not only be restoring the building to its historical triplex use but alsopotentially offer smaller, and therefore more affordable, lodging units. Mr. Kenyon commented that theCottagers would be in favor of moving the F&P and Housekeeping functions out of the core ofChautauqua due to the trash and other truck traffic and noise in the current location. Ms. Connellyencouraged bringing up the Primrose issues during the Lease Committee discussions as a problemstatement to be addressed, much as the Auditorium ADA accessible restrooms process was initiated as aresult of the Guiding Principles process in 2012. Ms. Sparkman supported transparency with the City.Mr. Briggs asked whether use of a cottage would aid F&P efficiency and create a better workenvironment in the short run. Mr. Thorpe commented that such improvements might take the pressureand incentive off the City to work with CCA on resolving the overall Primrose issues. Mr. Thorpe notedthat he has estimated $1.3 to $1.4 million for a new service building in 2018 dollars and about $825,000to rehabilitate Primrose in 2020 if we were able to do so. The BOD confirmed that they desire to initiatea process on Primrose. Mr. Patterson noted that three more Strategic Planning meetings are set for thenext month with the hopes of presenting a proposed strategic plan to the BOD at the August meeting.

VI. Lease Preparation Committee Chair Yates reported that City Attorney Tom Carr had sent aninitial markup of the lease. It includes a new lease term proposal for a 20 year lease term and at the 10 yearmark, if neither CCA or City Council objects, the lease would automatically renew for another 20 ~ ears, thusproducing a 30 year lease. Mr. Yates asked if the BOD is willing to accept the compromise andaccompanying risk or wishes to pursue a full 30 year lease. Lease Committee member Deb van den Hornetreported that she presented this proposal to the cottage owners and with 30 responses, all except oneapproved of the compromise.

Mr. Yates said he is optimistic that the sublease with cottage owners will be created and approved alongwith the lease. While the new sublease was originally planned to be created after the new lease, many of itsterms are in effect being drafted as part of the lease process. Mr. Yates highlighted four items of particularinterest: term, rent, maintenance fees or assessments, and right of first refusal. Term would be the same asthe City lease. The BOD agreed that rent will continue to increase annually per the Consumer Price Index(CPI) adjustment and cottage owners will not be asked to participate in large capital projects, and agreedwith the proposed changes to CCA’s right of first refusal to purchase a cottage offered for sale outside thefourth degree of consanguinity.

Mr. Yates identified one significant concern in the sublease -- CCA’s right to terminate the lease andpurchase the cottage if a cottage owner defaults on the Sublease, including by failing to comply with theRules and Regulations. Mr. Yates recommended a more detailed process of notice and opportunity to cure adefault, including CC ‘~ giving two written notices and requiring mediation prior to terminating the lease andpurchasing the cottage at appraised value. Ms. Costa opined that it is a generous idea and goes along withthe spirt of Chautauqua. Ms. Benford agreed. Mr. Yates noted that the Chautauqua’s Rules and Regulationshave not been updated in six years and would be updated along with the sublease.

APPROVAL BY CCA BOD 8/24/15

Mr. Yates noted that the Lease Committee felt the current sublease is a great document and only a very lighttouch is needed to update it. With the great progress on the lease, the lease and sublease should be approvedby the BOD no later than its September 29th meeting, prior to approval by City Council on October 6

3jj Nominations Committee Chair Osborne invited anyone on the BOD who is interested inbecoming a BOD officer to let President Shull know by August 3”’ so the Nominations Committee candevelop a slate to recommend to the BOD for action at its August 24th meeting. She noted that ifanyone on the Nomination Committee would like to run for a BOD office they would need to step offthe committee and not participate in development of the slate. Ms. Osborne noted that since she will berunning, Mr. Yates has agreed to sit in on the committee to replace her. Ms. Benford asked if the BODever had considered voting for each office vs. voting to approve a slate. Ms. Osborne noted that there isseldom competition for offices, rather usually a lack of candidates interesting in serving. Ms. Connellynoted that current BOD position descriptions authorize the Nominations Committee to prepare a slate,which could be changed in the future. Mr. Morehouse supported use of a slate. Mr. Galey asked what isexpected of the Executive Committee. Ms. Costa noted that members must participate in one extrameeting to set agenda and prepare for each BOD meeting. Ms. Osborne noted that any BOD membercan sit in on an Executive Committee meeting. Mr. Patterson recommended that the officer nominationprocess remain the same this year and consider a possible change over the year after careful monitoringof this year’s process. The BOD agreed.

VIII. Executive Director’s Report Ms. Connelly asked for questions and comments on the writtenExecutive Director’s Report. Ms. Sparkman asked for more information regarding the petition fordesignation of a neighborhood parking permit district filed by neighbors north of Baseline and ‘vest of9th Street. Ms. Connelly responded that she thinks this petition will be integrated with the Chautauqua

Access Management Plan (CAMP) process envisioned in the new City lease. Mr. Yates asked about thelodging revenue shortfall and whether staff anticipated meeting budget. Ms. Connelly reported that staffhopes to make up for the shortfall over the course of the summer and into fall. She noted advertisingconcert lodging availability in our weekly email blasts and social media. Hospitality Manager WanonaTara added that required four night minimum stays have been reduced this month in order to get moreshort term lodging stays. Director of Finance and Administration Sue Perkins added that expensesavings have been identified in the event these options to boost revenue are unsuccessful.

Ms. Connelly noted that she expects to present to the BOD in August a proposed change in concertpromoter for 2016.

IL Adjournment The meeting was adjourned by President Shull at 7:27p.m.

Tally CostaSecretary, CC ~ oard of Directors