Joint Development Authority of the Athens-Clarke County Unified Government & the City of Winterville

MINUTES - REGULAR MEETING JOINT DEVELOPMENT AUTHORITY OF THE UNIFIED GOVERNMENT OF ATHENS-CLARKE COUNTY, GEORGIA AND THE CITY OF WINTERVILLE Wednesday, February 1, 2023 – 6:00 pm City Hall, 301 College Avenue, Room 103 Members in Attendance: Erica Cascio, Kelly Girtz, Stephnaie Lynn, Gabriella Sandberg Members Absent: Dodd Ferrelle, Ken Parris Staff & Guests: Greg Sowell, JDA Counsel Sam Latimer, CPA/Auditor, Rushton Ilka McConnell, Staff Vice Chair (Interim Chair) Erica Cascio called the meeting to order as a regular meeting at 6:04pm. Approval of Agenda: Directors Motion to Approve the Agenda: Kelly Girtz Second: Stephanie Lynn Unanimous vote of approval of the agenda by the Directors Approval of Minutes for 11/2/2022 meeting: Directors Motion to approve the minutes: Kelly Girtz Second: Gabriella Sandberg Unanimous vote of approval of the Minutes by the Directors New Business: A. Presentation of JDA Annual Audit for years ended June 30, 2022 and June 30, 2021: Sam Latimer, CPA, Rushton and Company Mr. Latimer reviewed the findings of the audit for the past 2 years. In Rushton’s opinion, the financial statements present fairly, in all material aspects, the financial position of the JDA as of June 30, 2022 and 2021, and the change sin net position and its cash flows for the fiscal years then ended in accordance with accounting principles generally accepted in the United States. Because the JDA does not have full-time staff and limited Board members, there are some risks related to separation of financial-related duties, but they have been mitigated as much as possible for an organization of the size of the JDA. Related to separation of duties, Ilka McConnell noted that with the resignation of David Matthews-Morgan from the Board, he had served as the authorized check signer for the JDA. Gabby Sandberg agreed to serve as signer, and she went to First American Bank to be added to the JDA accounts signature cards. McConnell  asked the bank to remove David Matthews-Morgan from the signature cards, and they did so. B. Update on Northeast Georgia FoodBank expansion project bid selection & construction contract for Northeast Georgia Food Bank expansion: Ilka McConnell (project update) and Greg Sowell (contract) Expansion update: McConnell updated the Board on the bid selection process for the construction company to construct the FoodBank’s new facility. A committee made up of representatives of the project stakeholders reviewed the bids and selected the low bidder, Kevin Price Construction. The payment process to expend the CDBG funds granted to the project includes routing of eligible invoices through a group of representatives of each stakeholder, with the JDA approval signoff by McConnell as the final signoff. Then, the invoice is submitted to ACCGov, which is holding the CDBG grant funds for the expansion and will make the payment. The CDBG grants funds will be expended towards the project first, because they must be expended by the end of this year per Georgia Dept of Community Affairs. Discuss and vote upon acceptance of construction contract: Directors Greg Sowell updated the Board on the FoodBank expansion construction contract. Once it has been approved and signed, Kevin Price Construction is ready to proceed with construction. Motion to approve/accept the construction contract: Stephanie Lynn Second: Gabriella Sandberg Unanimous vote of approval of the construction contract by the Directors Motion to designate ACCGov Economic Development Director Ilka McConnell as signatory of this and all related documents on behalf of the JDA. Motion: Kelly Girtz Second: Stephanie Lynn Unanimous vote of approval of signatory authority by the Directors C. Presentation of draft bylaw amendment regarding removal of members of Board of Directors: Greg Sowell, Counsel Attorney Sowell shared a draft bylaw amendment regarding removal of Director. The Directors discussed the draft amendment and the challenge of doing business and of the ability to achieve a quorum as an Authority when Directors do not attend meetings and do not advise in advance that they will not be in attendance. Motion to approve the amendment to the bylaws: Stephanie Lynn Second: Kelly Girtz Unanimous vote of approval of the bylaw amendment by the Directors Report received that current JDA Director, Ken Parris, has not attended for at least the past 4 meetings, and has not advised that he would not be in attendance  for any of those meetings. This will be reported to ACC Unified Government, as the appointing jurisdiction, as abandonment of the office. Mayor Girtz will report to Clerk of Commission Jean Spratlin. D. Nominations and vote upon new JDA Board Chair: Directors Motion to table this item until the next meeting: Stephanie Lynn Second: Kelly Girtz Unanimous vote of approval by the Directors Nominations and vote upon JDA Board Secretary: Directors Motion to table this item until the next meeting: Kelly Girtz Second: Stephanie Lynn Unanimous vote of approval by the Directors Old Business: A. JDA Turntable Revolving Loan Fund: Update on Collections: Treasurer Stephanie Lynn provided an update and discussion of the collections process. The collections firm the JDA had been working with terminated the agreement due to lack of ability to collect. Since then, Lynn has been conducting follow up efforts with the outstanding accounts to attempt to collect what is outstanding/owed. She has been successful with several accounts. She shared a list of the loan recipients with outstanding debt and the amounts. Begin discussion of future loan program: Directors Motion to table discussion until future meeting: Stephanie Lynn Second: Kelly Girtz Approved by unanimous vote of the Directors Treasurer’s Report: Stephanie Lynn Treasurer Lynn shared copies of the quarterly financial report via email with the Directors earlier in the day and encouqwerraged them to review and contact her with any questions. Counsel’s Report: Greg Sowell: NONE Staff Report: Ilka McConnell: NONE Next Regular Meeting: May 3, 2023 - 5:30pm Adjourn Motion to adjourn the meeting at 7:10 pm: Stephanie Lynn Second: Kelly Girtz Approved by unanimous vote of the Directors