The Valdez Tourism Task Force met at 5:00 PM on Wednesday, April 15, 2026, in Council Chambers to discuss governance structures, board formation, and membership for a new tourism organization. Task force members reviewed the process for establishing a nonprofit corporation, debated board composition and membership tiers, and identified next steps for drafting articles of incorporation.
Go ahead and call the meeting to order. And do we need to do the roll call? So we have Colleen remotely. And then we're missing Bob Harden. One discussion item. Do we want to let Sherry take that? So we talked a little bit over the last couple days about how the board actually will be formed, the initial executive board. And so I just wanted to go over like what those steps are, because you guys have chosen to recommend that we go with the corporation. Okay. And so with that, the first thing that would happen, of course, would be the articles of incorporation would be drafted. And those would be drafted, of course, with the help of legal. And in those articles of incorporation is where you would actually say who the corporate members are, and then who the initial executive board, if you will, who those those members, the initial board would be outlined in those articles of incorporation. Okay. So once that happens, then you would also determine, you know, I guess you know who the you know who are vaguely who are the members of that corporation. The members of the VCB, the bigger board, which I've asked that a couple of times, like who are the members? Who are the members of VCB? And nobody really has come up with a list of who those members are. So that aside, but that will come into play at some point. So once you have your articles of incorporation drafted and you have your executive board, then what happens is the first meeting would be held. Okay, so you would hold your first meeting of the board. And at that board, that first meeting of the board is where the election of officers would take place, and then directly after that, the board would appoint a bylaw committee. Okay, because a bylaw committee is appointed again under the board, and then that bylaw committee goes to work, and the bylaws are drafted at that point by the actual uh board of directors, if you would. Okay. Where the membership comes into play is once those uh bylaws are drafted, then those have to go to the members. So there has to be a member body, and those bylaws then have to be approved by the members. Um so that's sort of the of the uh outline of how it would go, if you will. Um, this task force um, you would not be able to draft bylaws. What you would be able to do is make suggestions, of course, um, for what you maybe would like to see uh in those bylaws, and they would be suggestions which could then go to the board or the bylaw committee, not the board, the bylaw committee once it's appointed. Does that make sense? Yes, Colleen questions on that. I do not, thank you. Okay, um, so I just want to make make sure that everybody understood how that works. So um, and you certainly as a task force again. We talked about this a little bit this afternoon again. You can make um suggestions about you know things that you might want the bylaw committee to consider when they are drafting those bylaws. Um but uh nothing can really happen until those those bylaws and of course the articles of incorporation are in place. Okay it makes perfect sense. Um it is a little you know weird because the the order of things I I don't I I've been part of starting small groups and small you know nonprofits, but never this such a ground level where it's like from the beginning from the very beginning, and that most things kind of evolve out of a loose structure kind of thinking we should probably do something more formal and already having kind of a way forward and then formalizing it. So that's yeah, that actually makes perfect sense. But given you know the human resources that we know that we probably have, um, some of these people might overlap the bylaws. Certainly, certainly committee might include some people who have already been working on certainly, yeah, because the the board would could appoint that bylaw committee. Um, and then uh and then moving further down the chain after your bylaws, come your policies and procedures, and so the board will then have to adopt policies and procedures, which I ask numerous times to actually see them from uh the or this organization, and they were not able to produce those for me. Um and Colleen maybe at one time maybe there were policies and procedures, but your policies and procedures really where you kind of get into the weeds of things regarding um you know more personnel related things in your bylaws, you're gonna stay probably a higher level um regarding who you know how the executive director is is appointed or hired or that kind of thing, but actually duties of that would probably be you know down one rung into your policies and procedures, where which are again adopted by the board and uh uh possibly the membership if you want to go that way. So well, and Sherry is it it's fair to say that the policy and procedures become the documents that um as long as it's following the bylaws and the articles of incorporation to be dynamic and change without having to go necessarily to member votes, so that's exactly right things that we can put in the bylaws and our de articles of incorporation that are broad, then we can put a specific in policies and procedures and have a more dynamic management structure. Exactly. Okay, so I just wanted to go over that with you guys, and Colleen hit it on the head. That's exactly the um how that that structure would work with that unless there's questions. Um I have a couple questions. Can the corporate board? So for the museum, the corporate board is the city council.