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THE NEW YORK RACING ASSOCIATION, INC.
Board of Directors Meeting
June 10, 2013
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The New York Racing Association, Inc.
Meeting of the Board of Directors
June 10, 201311:00 a.m. 1:00 p.m.
Table of Contents
TAB
Meeting Agenda......................................................................................................................................................... 1
April 29, 2013 Minutes (and Resolution)......................................................................................................................................................... 2
Financial Update: GASB Reviewed Financial Statements- First Quarter 2013 2012 GASB Adoption Presentation
......................................................................................................................................................... 3
Saratoga 150 Plaque Resolution
......................................................................................................................................................... 4
NYRA Media Advisory Update......................................................................................................................................................... 5
2013 Racing Dates (and Resolution)......................................................................................................................................................... 6
Ban on Political Fundraisers Resolution
......................................................................................................................................................... 7
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The New York Racing Association, Inc.
Meeting of the Board of Directors
June 10, 2013
11:00 a.m. 1:00 p.m.
Agenda
1. Approval of April 29, 2013 minutes (Resolution)2. Report of the NYRA Management Team
a. Belmont Stakes Report3. Report of the Chair
a. CEO Search Update4. Committee Reports
a. Audit & Compliance Committee (Spinelli)b. Finance Committee (Subotnick)
5. Financial Update6. Security Update7. Saratoga 150 Plaque (Resolution)8. Media Event Update9. Legal Update10.Administrative Matters
a. Amended Certificate of Incorporationb. Approval of Remaining Racing Dates for 2013 (Resolution)c. Ban on Political Fundraisers (Resolution)
11.Executive (closed) Session12.New Business
Adjournment
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DRAFT UNAPPROVED MINUTES OF THE MEETING
of
THE BOARD OF DIRECTORS
of
THE NEW YORK RACING ASSOCIATION, INC.
Conducted on April 29, 2013 at 5:00 p.m.
A regular meeting of the Board of Directors (the Board) of The New York Racing
Association, Inc. (NYRA) was conducted on April 29, 2013 at 5:00 p.m. in the 37th Floor
Conference Room of the Office of the NYS Empire State Development Corporation, located in
New York, New York pursuant to notice duly given.
The following Directors or Special Advisors were present (either in person, via
teleconference, or via videoconference):
Anthony J. Bonomo
Rick CottonMichael J. DelGiudice
Michael Dubb
Robert MegnaBarry Ostrager
Leonard RiggioJane Rosenthal
David J. Skorton, Chairman
Joseph Spinelli
Stuart SubotnickVincent Tese
Charles V. Wait
Chester Broman, ex officio
John Hendrickson, Special Advisor for Saratoga
Michael Kotlikoff, Special Advisor for Equine Health and SafetyRichard Violette, ex officio
The following Directors were not present:
C. Steven Duncker
Robert Flay
Stuart S. Janney, IIIEarle Mack
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Also present were Kenneth V. Handal, Acting General Counsel, Chief Ethics,
Compliance Officer, and Corporate Secretary; Susanne Stover, Senior Vice President and ChiefFinancial Officer; Pasquale Viscusi, Assistant General Counsel; Glen Kozak, Vice President of
Facilities and Racing Surfaces; David ORourke, Vice President of Corporate Development;
Ashley Herriman; Assistant Director of Communications; Bennett Liebman, NYS Executive
Chamber; and Judith Mogul of Morvillo, Abramowitz, Grand, Iason, Anello & Bohrer P.C.
Dr. Skorton called the meeting to order. Mr. Viscusi recorded the minutes. Mr. Handal
conducted a roll call of the Directors and Special Advisors.
1. Approval of April 11, 2013 Regular Board Meeting Minutes.
The first item addressed concerned the minutes of the April 11, 2013 regular meeting of
the Board. A motion to approve the minutes was made by Mr. Ostrager and seconded by Mr.
Subotnick. The resolution was carried without dissent and the minutes were ordered to be added
to the permanent records of the corporation. (There were no abstentions among the Directors
who were present). A copy of the resolution is attached hereto as Exhibit 1.
2. Update on CEO Search.
Dr. Skorton gave an update regarding the ongoing search for a new NYRA Chief
Executive Officer. The CEO Search Committee and RSR search consultants are continuing thescreening process and will soon start initial interviews. Dr. Skorton also reported that final
candidates will be presented to the Nominations and Governance Committee and then to the full
board.
3. Executive Session.
Dr. Skorton called for an executive session to consider matters involving the medical,
financial, credit or employment history of a particular person or corporation, or matters leading
to the appointment, employment, promotion, demotion, discipline, suspension, dismissal orremoval of a particular person or corporation. A motion to conduct an executive session was
made by Mr. Riggio and seconded by Mr. Spinelli. The motion was carried without dissent.
(There were no abstentions among the Directors who were present). A copy of the resolution isattached hereto as Exhibit 2. The Board conducted an executive session of approximately 15
minutes.
4. Nominations and Governance Committee Report.
Mr. DelGiudice gave the report of the Nominations and Governance Committee. Mr.DelGiudice discussed that the Committee was recommending a NYRA interim management
team, effective May 1, 2013, composed of Glen Kozak, Vice President of Facilities and Racing
Surfaces; David ORourke, Vice President of Corporate Development; and Susanne Stover,
Senior Vice President and Chief Financial Officer, which would serve until the new NYRAChief Executive Officer is retained. Next, Mr. DelGiudice discussed the accountability and
oversight process that will be put in place to ensure proper coordination among the team
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members. The Executive Committee will meet with the interim management team on a regular
basis in order to be kept apprised of all issues. Also, the Committee Chairpersons should feelfree to meet and to discuss with the interim management team regarding issues on their
respective Committee agendas.
5. NYRA Interim Management Team Resolution.
Mr. DelGiudice read a proposed resolution appointing, effective May 1, 2013, the NYRA
interim management team referenced above. The matter was discussed and the motionapproving the resolution was made by Mr. DelGiudice and seconded Mr. Wait. The resolution
was carried without dissent. (There were no abstentions among the Directors who were present).
A copy of the resolution is attached hereto as Exhibit 3.
6. Other Business.
Dr. Skorton restated that the scheduled May 15, 2013 board meeting had been postponed.
Adjournment.
Dr. Skorton called for additional business. There being no further business to come
before the Board, the meeting was concluded at 5:38 p.m.
______________________________Pasquale Viscusi, Esq.
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Board of Directors Meeting Minutes Exhibits April 29, 2013
Exhibit 1
APRIL 11, 2013 BOARD OF DIRECTORS MINUTES RESOLUTION
IT IS HEREBY RESOLVED, that, upon the motion of Mr. Ostrager, seconded byMr. Subotnick, the NYRA Board of Directors, having had full opportunity to inquire,
consider, and understand, does hereby approve the minutes of the regular April 11, 2013
Board meeting and the minutes are ordered to be added to the permanent records of thecorporation.
Exhibit 2
EXECUTIVE SESSION RESOLUTION
IT IS HEREBY RESOLVED, that, upon the motion of Mr. Riggio, seconded by
Mr. Spinelli, the NYRA Board of Directors, having had full opportunity to inquire,consider, and understand, does hereby determine to enter into executive session to discuss
the medical, financial, credit or employment history of a particular person or corporation,or matters leading to the appointment, employment, promotion, demotion, discipline,
suspension, dismissal or removal of a particular person or corporation.
Exhibit 3
NYRA INTERIM MANAGEMENT TEAM RESOLUTION
IT IS HEREBY RESOLVED, that, upon the motion of Mr. DelGiudice, seconded by Mr.Wait, the NYRA Board of Directors, having had full opportunity to inquire, consider, and
understand, does hereby appoint, effective May 1, 2013, the NYRA interim management
team that shall be composed of Glen Kozak, David ORourke, and Susanne Stover and
shall serve until the new NYRA Chief Executive Officer is installed.
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APRIL 29, 2013 BOARD OF DIRECTORS MINUTES RESOLUTION
IT IS HEREBY RESOLVED, that, upon the motion of _______________,
seconded by ________________, the NYRA Board of Directors, having had full
opportunity to inquire, consider, and understand, does hereby approve the minutes of the
regular April 29, 2013 Board meeting and the minutes are ordered to be added to thepermanent records of the corporation.
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2012GASBAdoption
TheNewYorkRacingAssociation,Inc.
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FASBtoGASBChanges Triggered by formation of NYRA Reorganization Board
Significant differences in financial statement presentation an Changes to statement names, captions and sub-categories Use of direct method statement of cash flows Requirement for MD&A Changes to footnotes
Required supplementary schedules
Re-measurement of pension and post-employment benefit o Pension liability calculated with different discount rates Post employment benefit obligation calculated as unpaid annua
contribution under GASB vs. accrued actuarial liability under F
Presentation of VLT activity as non-operating revenue and c
contributions. VLT purse support recorded as non-operatingHowever, VLT purse expense recorded as operating expens
Environmental liabilities treatment: pollution prevention or conot accrued in GASB unlike FASB.
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FinancialStatementPresentation Income Statement now Statement of Revenues, Expenses a
Net Position Operating revenues exclude VLT revenues Operating expenses include VLT purse expense ($44.3M) Operating expenses include Pension expense, OPEB, and Dep Non-operating revenues and expenses include VLT support pa
and purse,), interest, and income taxes.
Separate capital contributions section which includes VLT capipayments and FASB Tenant Improvement Allowances (capitaldepreciated under FASB)
Balance Sheet now Statement of Net Position Assets and Deferred Outflows of Resources related to change
liabilities Liabilities and Deferred Inflows of Resources related to change
liabilities Net position (deficit) separated into net investment in capital as
capital expenditures, and unrestricted
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FinancialStatementPresentation,ctd. Statement of Cash Flows
FASB uses Indirect Method for operating which calculates chasheet accounts.
GASB uses Direct Method for operating which is direct cash re FASB has one financing section; GASB has two financing sec
and for capital Investing section is the same under both methods
Changes to footnotes Capital assets includes rollforward with more detail Pension plans and OPEB are very different with additional disc
individual plans
Supplementary Schedules Required for Pension plans
Requirement for MD&A Specific requirements to match financial, include discussion on
factors bearing on future
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PensionandOPEBChanges Re-measurement of pension obligations:
Pension liability calculated with different discount rates Certain items that increase or decrease the pension liability ma
over multiple years creating new lines of Deferred Outflows andInflows. These include changes in assumptions and differencevs. projected earnings.
Re-measurement of post-employment benefit obligations: Post employment benefit obligation calculated as unpaid annua
contribution under GASB vs. accrued actuarial liability under FA
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NYRAManagement August2012
THANKYOUTHANKYOU
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SARATOGA 150 PLAQUE RESOLUTION
IT IS HEREBY RESOLVED, that, upon the motion of _______________,
seconded by ________________, the NYRA Board of Directors, having had full
opportunity to inquire, consider, and understand, does hereby approve the language,
format, appearance, and placement of the proposed Saratoga 150 plaque.
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NYRAMEDIAADVISORYSCHEDULEMAY/JULY2013Asof6/4/2013
DATE EVENT NOTESMay31
st AnnualJockeysVisittoRonaldMcDonaldHouse BelmontStakesWeekEvent
June1st ElmontBelmontStakesParade BelmontStakesWeekEvent
Media
Day
@
Belmont
Park
(non
racing)
Hosting
non
racing
media
for
intro
to
NYRA
150th
AnniversaryCelebrationKickoff@SPAC Reskedfrom5/24,Saratoga150Commevent
June2nd
BelmontStakesBlueRibbonRunforProstate Community
June4th
SaratogaOpenHouseConcertAnnouncement AnnouncingperformancebyZendaya
EmpireStateBuildingPhotoOpw/connections BelmontStakesWeekevent
BelmontStakesPressLuncheon@TopoftheRock MajorBelmontStakesPressevent
June4th
7th
ConcertAnnouncementTV/RadioMessaging PromoMessage;Extensionswithmedia
June5th
BelmontStakesPostPositionDrawBreakfast MajorBelmontStakesPressevent
OpenHouseConcertTicketGiveawaysRadioPromo
June6th
BelmontStakesCharityCelebrationw/TJC&TRF Charity
OpenHouseEditorialConcertCoveragelocalprint PR
June7th MikeFrancesa/WFANbroadcastlivefromBelmont Media
BelmontStakesFanFestival@GrandCentral InauguralFanEventsupportedwithpress
LightingoftheEmpireStateBldginBelmontcolors BelmontStakesWeekevent
NYRAPressParty@GardenCityHotel HostPress,Owners,Trainers,Sponsors
GardenCityBelmontFestival Community
June8th
145th
RunningoftheBelmontStakes MEDIAFullcoverage
BelmontStakes
Post
Race
Press
Conference
PR
June9th
OpenHouseConcertTicketOnSale Webandprintpromotiontosupport
June10th
NYRABoardMeeting Corporate
June11th
SaratogaLocalAdvisoryBoardMeeting Corporate
June12th
FranchiseOversightBoardMeeting Corporate
June13th
15th
SaratogaRaceCourseJobFair Community
June15th
BelmontParkPublicHearing InauguralNYRAPublicHearing
June24th
SaratogaRaceCoursePreMeetPressConference MajorNYRAPreMeetPressEvent
July12th
HoofPrintsWalkofFameUnveiling CollaborationwithSaratoga150Committee
July14th
SaratogaRaceCourseOpenHouseCelebration NYRAKickofftothe150Celebration
Saratoga150TimeCapsuleJourneyBegins ConnectingBelmonttoSaratoga
BelmontSpring/SummerMeetConcludes
July17th
SaratogaRaceCourseOnTrackMediaTour PR
July19th
SaratogaRaceCourseOpeningDay
SaratogaOnTrackMediaInterviews MajorSaratogaPressEvent
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2013 NYRA DATESAll times Eastern. Total: Dates 253
NYRA TRACK/MEETING DATES
AQUEDUCT WINTER/SPRING January 1 - April 21Dark Mondays and Tuesdays except: 77 Days
Open: Mondays, January 21 and February 18; Tuesday, January 1
Dark: Wednesdays, January 2 & 23; February 20; Thursday, January 3; Sundays, March 24 &
31.
Post Times: 12:20 PM daily (January 1- March 3)
12:50 PM daily (March 6- April 21)
BELMONT PARK SPRING/SUMMER April 26 - July 14Dark Mondays and Tuesdays except: 56 DaysOpen: Monday, May 27
Dark: Wednesdays, May 29 and July 10; Sunday, June 9
Post Times: 1:00 PM daily, except:
11:35 AM on Saturday, June 8- Belmont Stakes Day
3:00 PM on Fridays of June 28; July 5 & 12.
SARATOGA RACE COURSE July 19 - September 2Dark Tuesdays 40 Days
Post Times: 1:00 PM daily, except:2:30 PM on Fridays of July 26 and August 30
11:35 AM on Saturday, August 24 - Travers Day
12:30 PM on Monday, September 2-Labor Day
BELMONT PARK FALL September 7 - October 27Dark Mondays and Tuesdays except: 37 Days
Open: Monday, October 14
Dark: Wednesday, October 16
Post Time: 1:00 PM daily
AQUEDUCT FALL November 1 - December 31Dark Mondays and Tuesdays except 43 Days
Open: Tuesday, December 31
Dark: Wednesday, December 25.
Post Times: 12:20 PM daily except:
12:00 Noon on Friday, November 29 and Saturday, November 30
11:25 AM on Thursday, November 28 - Thanksgiving Day
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2013 RACING DATES RESOLUTION
IT IS HEREBY RESOLVED, that, upon the motion of _______________,
seconded by ________________, the NYRA Board of Directors, having had full
opportunity to inquire, consider, and understand, does hereby accept and adopt the racing
dates during calendar year 2013 for the Saratoga Race Course, Belmont Park fall andAqueduct Racetrack fall meetings as proposed by NYRAs Vice President/Director of
Racing.
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BAN ON POLITICAL FUNDRAISERS RESOLUTION
IT IS HEREBY RESOLVED, that, upon motion by , seconded by
, the NYRA Board of Directors, having had full opportunity to inquire,
consider, and understand, hereby approves a prohibition on the collection of politicalcontributions and political fundraisers on any property within the operation of NYRA.
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