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SPECIAL MEETING OF THE HISTORIC PRESERVATION COMMISSION April 16, 2008 5:15 pm HPC Conference Room Called to order at 5:15 p.m. Members attending: David Sassano, Lynn Patrick, Linda Riley, Mary Jane Chase, Timothy Klusczinski, Larry Metiever (Counsel) This is a Special Meeting of the Historic Preservation Commission of South Bend & St. Joseph County to consider language within the bylaws. Proper notification of this meeting was filed with the South Bend Tribune on April 11 2008. During this session, the HPC will discuss the legal definition of its Quorum as set forth in the Bylaws and, where needed, consider changes and clarifications that will improve its ability to perform its duties and best serve the public. Some background information... A full HPC board is comprised of nine members. Presently, our board has seven members resulting from two member vacancies. We are anticipating appointments from both the Mayor's Office and the County Commissioner's Office. Although, confirmations for these positions have not yet been relayed. ARTICLE 4 MEETINGS Section 3. Quorum. A quorum shall consist of a majority of Commission membership. Robert's Rules of Order govern the Parliamentary Procedure of the HPC and state that a quorum must be sustained before taking action. The HPC bylaws further define the quorum level based upon majority of membership. However, it is the opinion of our counselor that membership must always be viewed against a theoretical nine - person board. In that strict interpretation, vacant seats are equal to filled seats. Meaning that a minimum of five members would be a prerequisite before the HPC could ever take action. Action includes everything from receiving information, to holding a meeting or approving a project. Given these temporary but concurrent vacancies, what was once a forgivable level of absenteeism from regularly scheduled meetings might now stop the HPC from reviewing public projects and C of A applications. I personally disagree with this interpretation and do not believe it was intended when the bylaws were drafted or subsequently altered. Perhaps our current circumstances were not a consideration back then. In any case I defer to the advice of our counsel representative, as it's always best to err on the side of caution. Therefore the chair will honor the limitation until a change is adopted. Fortunately, there is an easy remedy to this problem where we make a minor change to the bylaws (at ARTICLE 4 MEETINGS Section 3. Quorum). Please note that the HPC is board is authorized to make changes within its bylaws as referenced by Article 10 in the by laws. ARTICLE 10 AMENDMENTS Section 1. These by -laws may be altered, amended, repealed, supplemented or superseded by a vote of a majority of the Commissioners voting at a regular or special meeting of the Commissioners attended by all of them, provided that no such action shall be taken at a meeting of the Commission attended by less than all of the members, unless the members are given at least (10) days notice of the substance of the proposed action to betaken at the meeting. The proposed amendment shall be introduced atone meeting and shall be acted upon at the next regular meeting or a special meeting called within at least ten (10) days notice. I will open the discussion by reading the substitute language for ARTICLE 4 MEETINGS Section 3. Quorum as proposed by Mr. Meteiver, Attorney for the HPC from a recent