YMCAs of West Volusia and Daytona Beach
Report on Merger Committee Meeting
June 5, 2007
Kathy Ambachtsheer, Co-chair of the committee, called the meeting to order and asked Jerry Haralson, Consultant, to lead the group in an opening prayer.
Those present were Kathy Ambachtsheer, Dennis Stark, Phillip Stephens, George Flack, Rand Spiwak, John Bostwick, Bob Ludlow, Ivan Cosimi and Bruce Teeters. Staff present were Chuck East, Y-USA; Jerry Haralson, Consultant; Randy Brown, CEO, Daytona Beach; Ken Barnes, Daytona Beach, and Chris Seilkop, West Volusia.
Committee member Judge Eddie Sanders was the only member not present.
The minutes of the May 22, 2007 meeting were reviewed. It was noted that the dates of future meetings were different from the dates announced by Rand. It was agreed that we would change the minutes and go with the dates announced by Rand. Motion by George Flack and seconded by Bob Ludlow to approve the minutes as amended. PASSED.
Discussion of Process. Before beginning the discussion, Jerry reviewed his understanding of the process, the three phases and how they are to be implemented. After a clarification by Chuck, the committee agreed on the process. He indicated that we will be well served to make sure the key issues have a potential resolution before the Letter of Intent is issued; therefore, the sub-committees should engage in a more than cursory review of the materials and key issues prior to spending time and effort on the Due Diligence.
Due Diligence Notebooks. Jerry presented the notebook for each association that had been compiled by the respective staff members. This information will be used once we begin the Due Diligence phase. Most of the required information has been compiled and Jerry reported that he will make sure we get all of the information. Rand agreed to have all of the information converted to an electronic format.
Mapping of Core Areas. The majority of the meeting was spent reviewing the core areas of the associations in order to determine the conflicts. This document was produced by La Piana Associates for the YUSA. Jerry has converted the document to a Word document in order to enter the data for each association. Modification to the document will be made to accommodate the unique structure of this merger.
As Jerry reviewed the document, individuals asked questions and made corrections to the information. It was felt that the information revealed no areas that caused concern for the merger. An updated document will be forwarded to committee members. The following areas were to be added to the document: number of members, swim team relationships, endowment structure, United Way relationships, and contributors, who will be identified by category.
Review Worksheet 2. Kathy and Rand have completed this document for future work.
Review Worksheet 4. Individual members were to have completed this sheet, which will be presented to the new CEO for his/her understanding of the new Board, once it is developed. The completed forms were collected and Jerry committed to collect those not yet completed.
Committee Assignments. Considerable time was spent identifying individuals to serve as members of the sub-committees. Kathy and Rand reported that they had re-evaluated the proposed committee structure, and, after some discussion, the following committees were agreed on:
Human Resources
Governance
Finance
Communications
Facilities and Capital
Membership and Program
Information Technology
A copy of the tentative committee assignments is attached to the minutes. Attention was given to ensure we had a diverse group of individuals as well as branch and corporate Board representation. It was agreed that we will finalize the committee members at the next meeting.
The tentative agenda items for the next meeting are: frame the issues in each of the committee areas; finalize the committee members; and prepare the process for presentation to branch boards and the corporate Board.
Our next meeting will be Tuesday, June 19 th at 6:00 pm. We will not meet on July 3 rd. Future meetings are scheduled for July 17 (3 weeks until next meeting), August 7, August 21, September 4, September 18, October 2, October 16 (3 weeks until next meeting), November 6, November 20, December 4 and December 18.
A very good feeling about the success of this merger continued to be evident. We agreed we will continue to remind ourselves that we will do what is best for our communities and work to avoid getting caught up in the pitfalls of the merger process.
The meeting was adjourned at 8:30 p.m.
Submitted by Jerry Haralson
