Loading...
HomeMy WebLinkAbout08-11-11 Bozeman Revolving Loan Fund Committee Meeting Minutes.pdfBOZEMAN REVOLVING LOAN FUND 1/3 Prospera Business Network Bozeman Revolving Loan Fund — Loan Review Committee Meeting Minutes: August 11th, 2011 First Interstate Bank (downtown) 9:00 am – 10:30 am Committee Members Present: Jack Thompson, Tracy Menuez, Brit Fontenot, Kathleen Tonkovich, Gary Sisson and Chris Mehl Committee Members Absent (excused): Prospera Staff Present: Stuart Leidner Guests: Erin Gallinger (Wells Fargo Bank), Aimee Kissel (City of Bozeman), and Greg Sullivan (City of Bozeman). A. Call to Order/Introductions The meeting was called to order at 9:03am by Stuart Leidner. Stuart noted that as this is the first public meeting of the Bozeman Revolving Loan Fund, we would like to start with introductions. The structure of the committee is now to be made up of 2 appointees from the City of Bozeman and 5 appointees from Prospera Business Network. Stuart noted that Prospera current had four appointments which includes Kathleen Tonkovich who was appointed by the Prospera board of directors to serve and is a sitting board member of Prospera. All present made introductions. B. Public Comment A moment was given to allow for any public comment of those in attendance. Hearing none the public comment session was closed. C: Special Presentation 1. Discussion with City Attorney, Greg Sullivan and Deputy City Clerk, Aimee Kissel Stuart provided the contextual overview of the evolution of the loan committee meetings moving to an open meeting format. He briefly discussed the process undertaken to determine which documents we would be using in the open meeting framework and which remained confidential. The meeting was turned over to Greg and Aimee for further discussion. Greg opened noting that if there are any questions ever, to not hesitate contacting him for clarifications. He provided the statutes and annotated code, which pertain to open meetings. Greg carefully reviewed the most critical elements of said statutes and in particular those issues related to “trade secrets” as it pertains to the loan documents received by an applicant. Greg provided recommendations for RLF committee to structure their meetings. In particular he noted that applicants can, and perhaps should be given the opportunity to, provide a presentation to the committee. Furthermore, the applicant may remain during the “closed” portion of the loan committee meeting at which time the loan committee is discussing the “trade secrets”, financials (with the exception of corporate tax documents), etc. However, it was noted that it is not necessary for the committee to entertain any additional comments from the applicant unless they so wish to specifically ask said applicant for clarification. Once the BOZEMAN REVOLVING LOAN FUND 2/3 closed session is completed, the committee must re-open the meeting to conduct that actual vote on the loan request. Greg reviewed the motions necessary under the open meeting requirements set forth. Votes conducted in the open meeting portion, should be of a “Yes” or “No” nature only, with a discussion point added if it is felt completely necessary. Aimee presented the necessary timeline for submitting an agenda to be posted (minimum 48 hours, preferred one week in advance.) She provided the committee with the City’s ethic handbook. Minutes are to be two sets. One set is for the Open Meeting component, the other for the Executive Session or closed session where the discussion of the loan applications occur. Gary Sisson commented that the main concern is that the applicant can stay during the closed session. In a lending environment this is going to make things very difficult to discuss. Jack Thompson queried whether or not we can ask them to leave. He seconded the concerns that Gary raised stating that this committee’s discussion is trying to be the best stewards of the loan funds as possible and having the applicant present may not be advantageous to that outcome. Greg noted that you can ask them to leave but they may remain. They can stay, but can be told that they may not interject. While difficult as it may be, this is the process the needs to be followed. The committee discussed other elements of the loan committee process including conflict of interest and proceeded to the next agenda item. D. Action Items Stuart provided the loan committee with the loan request presentation document (available to the public) for an overview of their respective loan requests. There were no applicants or any public in attendance that wished to comment on the loan applications at the time. Brit Fontenot made the following motion, “I hereby move that the information provided by the applicants where is contained on the RLF’s application documents labeled “confidential:” (i) consists of protected privacy information in so far as the information on the application contains information regarding ta returns, bank account statements, etc. of individuals (Karyn Bonderud, Eskay Bridal and Mark and Zeynep Martello, Z’s Old World Foods) applying for the funds; and (ii) contains information regarding the applicant’s business operation to which the applicant has a demonstrable property right in the information as a trade secret under the Montana Uniform Trade Secrets Act, Title 30, Chpt. 14, Part 4, MCA, and/or as proprietary information protected by the Montana and Federal Constitutions.” Chris Mehl seconded the motion. No discussion. Motion Passed Unanimously. Presiding Officer – Stuart Leidner noted, “Considering the previous motion and vote, I hereby find the right of individual privacy of the applicants (Karyn Bonderud, Eskay Bridal and Mark and Zeynep Martello, Z’s Old World Foods), exceeds the merits of the public disclosure and, as a deliberative discussion of these items is necessary for the Committee to make a reasoned decision on the application, I hereby close the meeting pursuant to Sect. 2-3-203(3), MCA, during the time the Committee will discuss the privacy interest of the BOZEMAN REVOLVING LOAN FUND 3/3 applicant. In addition, I find a closed meeting during the discussion of the application materials is a reasonable means to protect the property rights of the applicants. The Committee will open the meeting to make a final decision on the application. The meeting was reopened to make final decisions regarding the loan applications. As no public was in attendance, the Chair proceeded with the meeting as no public comment was made. 1. Eskay Bridal LLC Loan Request Tracy Menuez made the following motion, “Having considered the application materials, I hereby move to approve the application of Eskay Bridal, LLC for a loan in the amount of $40,000 with the standard terms of 7% for 7 years fixed, and conditions, including but not limited to key life insurance, liability insurance and other documentation as required by Prospera Business Network.” The motion was seconded by Chris Mehl. Gary Sisson offered a friendly amendment that he would like to see the loan “Up to $40,000” and encourage her to take only the amount she needs for working capital, fixtures and inventory. Furthermore, to have it at interest only for the first year. Discussion on terms occurred, the friendly amendment was accepted by Ms. Menuez and Mr. Mehl. Motion with friendly amendment passed unanimously. 2. Z’s Old World Foods Loan Request Gary Sisson made the motion, “Having considered the application materials, I hereby move to reject the application by Z’s Old World Foods for a loan amount of $75,000.” Jack Thompson seconded the motion. Discussion – Chris Mehl said he would be willing to go for half of the amount. Brit noted that he also felt that it would be a loan to pursue. With no amendments the motion stands, the loan was rejected on a vote of four (4) to two (2). E. FYI/Discussion Stuart provided the loan committee with new brochures that have been developed that will be distributed shortly. Furthermore, we will be looking for additional loan committee members to be appointed by the Prospera board of directors as Gary noted he would be retiring at the end of the year. Stuart noted that Erin had attended earlier in the meeting to ascertain whether he would be interested in serving on the committee. F. Adjournment The meeting was adjourned at 11:30am. Minutes Approved On: DRAFT