BOARDROOM REPORT: May 20, 2020

Board Room Report
Boards of Directors
Hudson Gateway Association of Realtors, Inc. (HGAR)
May 20, 2020 via Zoom

HGAR Management, Financial & Membership Reports

President Gail Fattizzi updated the Directors on the status of applications and the interview process for the Leadership Accelerator Program.

CEO Richard Haggerty provided an update on the COVID-19 pandemic and on the plans for reopening the HGAR offices. CEO Haggerty also reported that NYSAR had prepared and sent a letter to the Governor and to all County Executives requesting more clarity on the plans to allow businesses to reopen. CEO Haggerty also indicated that all education courses would be conducted via Zoom until further notice.

Treasurer Anthony Domathoti presented the Treasurer’s Report as of May 1, 2020, and after review the Directors approved receipt of the report for filing.

President Fattizzi presented the report of the individuals who were appointed to serve as members of the Leadership/Nominating Committee. The individuals are Ron Garafalo, Immediate Past President (as Chairman), Harding Mason and Katheryn DeClerck (two past Presidents), and Debra Budetti, Angie Primus, Eydie Lopez and Emilce Cacace (four additional members, two of whom are Directors). The Directors approved the members of the Leadership/Nominating Committee. President Fattizzi reported on the individuals who were appointed to serve as members of the Finance Committee. The individuals are Anthony Domathoti, as Chairman (HGAR Treasurer); Brad Brammer as designee of the Education Council; Members at Large, Joe Lippolis, John Barrett, Crystal Hawkins Syska, David Moore, Carmen Bauman, Denise Friend and Gary Leogrande and Gail Fattizzi, as Ex Officio member.

CEO Haggerty made a request of the HGAR Board of Directors to consider a contribution in the amount of $10,000 to the HGAR Foundation to be used to make donations to local food banks due to the COVID-19 Pandemic. CEO Haggerty indicated that the amount of $10,000 was the approximate cost savings for travel expenses budgeted and normally incurred by the Association in connection with attendance at the NAR Mid-Year Legislative Meetings in Washington D.C. He noted that the HGAR Executive Committee recommended approval of the donation at its earlier HGAR Executive Committee meeting. The Directors approved this request.

CEO Haggerty requested authorization from the Board of Directors to allow him to request from NAR an extension of the waiver of the DR Dues Formula for an additional two-year period for Manhattan. In light of the COVID-19 Pandemic and the delay of the launch of OneKey MLS, LLC joint venture, which have both hindered expansion efforts, CEO Haggerty believes that NAR would likely approve the extension. The Directors approved this request.

HGAR CEO Haggerty next discussed the proposed merger between HGAR and the Bronx- Manhattan Association of Realtors, Inc. (“BMNAR”). He indicated that copies of the proposed Agreement of Merger, Plan of Merger, Certificate of Merger, form of Resolution of the Board of Directors approving the merger, and other related merger documents (which contained certain additional revisions from the versions that had been previously provided to the Directors at the April 20, 2020 Meeting) were transmitted by e-mail to all Directors prior to the meeting. Board Counsel John Dolgetta, Esq. reviewed the “redline” revisions made to documents.

President Gail Fattizzi read the Resolution to be approved by the Directors and called for a motion to approve the merger and referral of the merger with BMNAR to the HGAR general membership for approval at a special meeting of the members to be scheduled as soon as practicable (possibly in June or early July). The Directors approved the merger and the referral of the merger to the HGAR general membership for ultimate approval.

CEO Haggerty briefly provided an overview of the proposed revisions to the Bylaws. CEO Haggerty thanked President Gail Fattizzi and all of the members of the Bylaws Task Force, namely Garafalo (Chair), Crystal Hawkins-Syska, Tony D’Anzica, Carmen Bauman, and Michael Shapot for their assistance and hard work. CEO Haggerty then asked Immediate Past President and Chair of the Bylaws Task Force Garafalo, to provide the Directors with a more detailed review of the proposed revisions. Garafalo proceeded with his review of the Bylaws.

An extensive and productive discussion ensued. Directors provided valuable input and suggestions to the Task Force members. Thereafter, in light of the timeframe relating to the merger with BMNAR, CEO Haggerty requested that a subsequent meeting of the Directors be held on May 27, 2020 and the Directors agreed.

President Fattizzi pointed out to the Directors that reports of the various committees and councils (i.e., Education Counsel, Legislative Committee, Professional Standards Committee, RPAC Committee, and Women’s Council) had been provided to them via e-mail. Director Bauman provided a brief report from the Fair Housing Committee including implementation of the new Fair Housing disclosure form, notice and recording of fair housing classes as of June 20, 2020. A report containing key dates of the Commercial & Investment Division, Women’s Council and HG Foundation was also e-mailed to the Directors.

President Fattizzi indicated that the special meeting of the HGAR Board of Directors would be held on May 27, 2020 via Zoom Meeting at 10 a.m.