Minutes - 2021 Annual Meeting of the Board of Directors

Annual Meeting of the Board of Directors

City of San Francisco Japan Center Garage Corporation

(A California Non-profit Public Benefit Corporation)

Thursday, April 15, 2021 – 11:54 a.m.

Zoom Meeting

MINUTES

Present: Rodney Chin, Hagen Choi, Vas Kiniris, Kimberly Kolbe, Keiko Murase, Jerry Ono and John Noguchi

Absent: Edward Ong, Jan Masaoka, Arcadi Kolchak and Green Chang

Also present: Claudine Cheng, Corporate Counsel and Richard Hashimoto, Corporate Manager

1. Call to Order
   In the absence of Board Chair Edward Ong, Director Kiniris called the meeting to order.

2. Year- end review - Corporate Manager and Corporate Counsel

   a. Corporate Manager’s Report
   Mr. Hashimoto deferred his report to Item 3 on the agenda.

   b. Corporate Counsel’s Report
   Corporate Counsel stated that the organization is in compliance with California’s nonprofit laws and there has been no litigation or other serious legal issues this past year.
   

3. Review FYE 2020-2021 and Forecast for FY 2021-2022
   Mr. Hashimoto reported that for fiscal year 2020-2021the garage is expected at $1.9M in gross annual revenue which is approximately $3M below prior year.  Although most of the loss is attributed to the pandemic, some are from the cancellation of the CPMC contract last Dec. at $836,000.
   
   As the directors are aware, we had to furlough or layoff most of the garage staff and was forced to severely reduce expenses.  It is uncertain when staffing and services can be reinstated but hopefully it will not be much longer as revenues are increasing.
   
   During the year, there were two months of negative cash flow that the MTA absorbed and deferral of 4 months distribution of the $37,500 capital improvement account.
   
   The annual audit will once again be performed by MGO who has performed our past three year’s audits.  
   
   For fiscal year 2021-2022 and if the current trend continues without any further impacts from the pandemic, gross revenues is anticipated to be about $3.2M.  Again, these are only estimates until we confirm our projections with the MTA.  
   
   Director Ono made inquiry regarding the PPP loan.  Mr. Hashimoto stated that the first draw was at $41,600 of which $38,082.05 was forgiven.  The balance of $3,517.95 has been repaid.  The second draw, the parking corporation received approximately $113,000 and we are waiting for the 24 week period (mid-July) to accumulate data the SBA requires for the forgiveness.
   

4. Re-election of Directors
   Corporate Counsel stated that the Bylaws provides for annual election of directors.  While there is no term limit, directors who wish to continue to serve are still required to be re-elected during the annual meeting each year.
   
   Corporate Manager stated more time is needed and that the re-election is being postponed to the June meeting and that this item of the Annual Meeting agenda will be continued to that time.
   

5. Election of Officers 
   Corporate Counsel stated that the Bylaws provides for annual election of Officers of the Board.
   
   In view of the fact that the Officers should be elected by the Board of Directors in the new fiscal year, the election of officers will also be postponed to June when the Annual Meeting is continued.
   

6. Comments and Suggestions by Directors
   There were no comments or suggestions.
   

7. Public Comment
   Corporate Manager stated that no member of the public was in queue to give comments.
   

8. Adjournment
   Motion was made by Director Choi and seconded by Director Chin.  The motion was unanimously approved and the meeting adjourned at 12:05 p.m.

Respectfully,

Jan Masaoka

Secretary