june 10 nyra agenda

7/28/2019 June 10 NYRA Agenda

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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



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



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.

june 10 nyra agenda

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