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SAN FRANCISCO MUNICIPAL RAILWAY IMPROVEMENT CORPORATION
BOARD OF DIRECTORS MEETING
March 11, 2010, 2:00 p.m.
1 South Van Ness Ave, Twin Peaks Conference Room (8203)
San Francisco, California
- Call to order Meeting called to order and a quorum was present at 2:25 p.m.
- Public comment - none
- Approval of the minutes of the Board meeting of January 20, 2010 – adopted as submitted
- Future Bond Issuance
- Scott Emblidge brought with him an associate from his firm Sylvia Sokol. Questions to be answered: is bond counsel retained by SFMTA? By SFMRIC? Or are 2 separate bond counsels retained? SFMRIC is issuer of Bonds – conclusion they came up with is that they need they own Bond counsel. It is important since SFMRIC is a separate non-profit corporation that they have their own Bond counsel.
- City Attorney Ken Roux – City has a pool of independent Bond counsel – needed to structure the deal or the bonds will not be marketable. City Attorney will choose Bond counsel and SFMRIC will have access to Bond counsel as needed, SFMRIC authorizes Scott Emblidge to work with City Attorney to structure a relationship with Bond counsel. Also needed is disclosure counsel. All attorney fees are paid out of bond proceeds. Financial Advisors are also necessary. SFMTA has a Financial Advisor chosen through RFP process who will advise SFMRIC.
Next steps are for SFMTA to ask SFMRIC proceed with bond issuance. A list of projects would be submitted at that time. A Financial Advisor will be looking at debt capacity. Need to look at revenue stream – parking debt, general debt, what projects to be funded. Will be sending an off calendar memo to SFMTA Board to let them know that we will be going forward.
- Discussion of SFMRIC No. 58 "Historic PCC Streetcar Rehabilitation – the original minutes from December 4, 2004 stated that the original allocation was more general and not specific to Milan cars. The money is to be used for cars on the F line. There is $845,000 left in the original allocation. The Board reiterated its position from the December 4, 2004 minutes that this money is allocated for the “Historic PCC Streetcar Rehabilitation”.
- Discussion of SFMRIC funds investments – Scott Emblidge had previously confirmed to Sonali that investing funds in the City’s pool is possible given that these funds are no longer required to be invested with an external Trustee because the bonds have been paid off. City pool rates are competitive and the funds are more liquid. The custodian of the City pool is the Treasurer’s Office. Next step: call City Treasurer to set up an account then request current trustee send funds to new account with City Treasurer. Motion was made by Rudy Nothenberg to authorize Sonali Bose and Scott Emblidge to begin the process to move SFMRIC to City Pool on the basis that the City has the equivalent of a trustee relationship. If conditions of the motion are met Sonali Bose is authorized to go forward with the transfer of funds to the City pool. Motion seconded by Nancy Lenvin. The motion was approved unanimously.
- Upcoming projects – no upcoming projects other than are written in the minutes
- Discuss appointment of new SFMRIC Board members – Rudy Nothenberg discussed the process of appointing a new Board member, which is the SFMRIC Board suggests a person to the CEO/Executive Director of the SFMTA, if approved the name is given to the Mayor.
- Discussion of by-law changes (conference calls, number of Board members needed for a quorum). Given the fact that SFMRIC is subject to Brown Act and Sunshine Ordinance meetings cannot be conducted by conference calls. It was discussed how many meetings a member could miss before being removed as a member of the board. It is within the Boards discretion to remove a member if they miss two meetings.
- Such other business as may come before the Board of Directors no other business
- Setting a date and time for the next Board of Directors meeting June 10, 2010, 2:00 p.m.
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