HomeMy WebLinkAbout1996-01-10 EDDA MINUTESe ENGLEWOOD DOWNTOWN DEVELOPMENT AUTHORITY
3333 South Bannock, Suite 480
Board of Directors
January 10, 1996
Minutes
Members Present: Close, Coleman, Kientz,
Sanchez, Pfannenstiel
Members Absent: Collins, Duemke, Kaufman, Oxman,
Hathaway
Staff Present: Celva, Doyle
Guests/Visitors: Mike Ballou, Attorney-Englewood Small
Business Development Corporation (ESBDC)
I. Introduction of Guests and Visitors
Director Celva introduced Mike Ballou, attorney for the
ESBDC.
II. Approval of Minutes
The meeting was called to order at 12:10 p.m.
Chairman Close informed the Board that all official
EDDA business scheduled for the January 10th agenda
would be reviewed at the February 14th meeting since a
quorum was not present.
III. Treasurer's Report
Director Celva informed the Board that they would
dispense with the November Treasurer's Report.
IV. Chairman's Report
Mike Ballou informed the Board that he was the acting
corporate attorney for the ESBDC and would like to
clarify any concerns that the Board had regarding the
proposed changes to the ESBDC by-laws. Mike informed
the Board that Jim Rees, President for the ESBDC was
unable to attend today's meeting because of a
previously scheduled engagement. He told the Board
EDDA BOARD OF DIRECTORS
~ MINUTES -1/10/96
that a copy of the ESBDC financial statement and the
proposed by-laws (language changes in four sections of
the by-laws) had been submitted to EDDA, the City and
the city Council. The four changes are:
1. Election of Officers
6.2 Election and Removal: delete the word two-thirds
and replace with (SIMPLE MAJORITY). The simple
majority refers to the President's two-thirds vote of
five members will now go to a simple majority of 51% (5
members at City or Board), requiring only three of the
five members for a vote of 51%.
2. Equity interest in the business
12.3 Loan Criteria:delete the sentence, The Board shall
obtain an equity interest in the business which will
not exceed ten percent (10%) of the loan. Replace
with, (THE BOARD MAY DEVELOP ADDITIONAL CRITERIA AND
CONDITIONS AS IT DETERMINES APPLICABLE, INCLUDING AN
EQUITY INTEREST IN THE BUSINESS.) delete the sentence,
This equity interest will be bought back within three
(3) years after loan maturity. Replace with, (ANY)
equity interest (ACQUIRED BY THE BOARD) (SHALL) be
(REPURCHASED BY THE BORROWER) within three (3) years
after (ORIGINAL) loan maturity.
3. The Loan application
12.4 Loan Application: The original 12.4 has been
totally rewritten as (A LOAN PREMIUM EQUAL TO TEN
PERCENT (10%) OF THE FACE VALUE OF THE ORIGINAL
PRINCIPAL AMOUNT SHALL BE ASSESSED BY THE ENGLEWOOD
SMALL BUSINESS DEVELOPMENT CORPORATION TO THE
BORROWER(S). FOLLOWING SATISFACTION OF THE ORIGINAL
LOAN OBLIGATION, THE BORROWER(S) SHALL HAVE UP TO THREE
(3) YEARS TO PAY THIS LOAN PREMIUM. SAID PAYMENTS MAY
BE MADE IN MONTHLY INSTALLMENTS DURING SAID THREE (3)
YEAR PERIOD, OR SAID LOAN PREMIUM MAY BE MADE IN A
SINGLE LUMP-SUM PAYMENT AT THE END OF THE ORIGINAL LOAN
TERM. SHOULD THE BORROWER(S) DESIRE, SAID LOAN PREMIUM
MAY BE CALCULATED AND PAID AS PART OF, BUT IN ADDITION
TO, THE MONTHLY PAYMENT OWING UNDER THE ORIGINAL LOAN
OBLIGATION. SAID LOAN PREMIUM SHALL BE REPAID WITHOUT
CHARGE FOR INTEREST, COSTS, OR OTHER EXPENSES TO
BORROWER(S), EXCEPT FOR REASONABLE ATTORNEY FEES AND
COSTS OF COLLECTION IN THE EVENT THEY ARE INCURRED WITH
SAID LOAN PREMIUM OBLIGATION.)
EDDA BOARD OF DIRECTORS
~ MINUTES -1/10/96
v.
4. The fourth issue is the loan covenant and pertains
to the 12.5 loan application section.
The original 12.4 Loan Application: is replaced by:
12.5 Loan Application: No other changes in this
section, but the section refers to the comprehensive
business plan and cash flow expectations of the loan.
Members of the EDDA Board discussed these four
provisions, their intent and application with Mike
Ballou, who stated he would convey these suggestions
and concerns to the ESBDC Board.
Director's Report
A. Downtown Plan
Director Celva told the Board that Ron Straka and he
would be meeting with the Manager of Business and
neighborhood Services, Bob Simpson on Friday and with
City Manager, Doug Clark on Monday to discuss the
schedule for the Cinderella city process since this is
an important segment of the Downtown Plan. At this
time, Cinderella City looks like a separate process and
it's questionable how to bring these two processes
together. EDDA needs to avoid any duplication or
conflicts that could be generated by dual process.
Discussion continued on details of this relationship.
Bill Coleman questioned whether EDDA should indeed be
funding and participating in a new downtown plan.
Director Celva stated that under state legislation,
this was a primary function of downtown development
authorities.
VI. Board Members Choice
The meeting was adjourned at 2:30 p.m.
submitted,
Secretary