Agenda


NOTICE OF MAY 15, 2019 SPECIAL MEETING OF MEMBERS AND BOARD OF DIRECTORS
To: Board of Directors and Members PURSUANT to the call of a majority of the Board of Directors named in the Certificate of Formation of the Corporation, NOTICE IS HEREBY GIVEN that the Board of Directors and the Members of The Woodlands Convention and Visitors Bureau, a Texas non-profit corporation (the “Corporation”), will meet at the principal office of the Corporation, at 2801 Technology Forest Boulevard, The Woodlands, Texas 77381, on May 15, 2019, at 11:30 a.m., for the purpose of:


1.					Pledge of Allegiance;

2.					Call to order and adoption of Agenda;

3.					Public Comment;

4.					Consider and approve Minutes from April 24, 2019 Regular Board Meeting;

5.					Consider and approve the Financial Report through March 2019;

6.					Receive, consider and act upon the 2020 Budget;

7.					Receive, consider and act upon Second Amendment to Advertising Agency Services Agreement with Adcetera Design Studio, Inc. for extension through December 31, 2020;

8.					Recess to Executive Session to discuss matters relating to real property pursuant to §551.072, Texas Government Code; deliberation of economic development negotiations pursuant to §551.087, Texas Government Code; discuss personnel matters pursuant to §551.074, Texas Government Code; and to consult with the Corporation's attorney pursuant to §551.071, Texas Government Code;

9.					Reconvene in public session;

10.					Receive, consider and act upon updates to the Visit The Woodlands Bylaws;

11.					President's Report;

12.					Board Announcements;

13.					Agenda items for next meeting;

14.					Adjournment.

Dated at The Woodlands, Texas, the 10th day of May, 2019.

______________________________________________________
President of The Woodlands Convention & Visitors Bureau


CVB Special Board Meeting		4.
Meeting Date:	05/15/2019

SUBJECT MATTER:
Consider and approve Minutes from April 24, 2019 Regular Board Meeting;
BACKGROUND:
Please see attached.
RECOMMENDATION

Attachments
4-24-19 CVB Regular Meeting Minutes


CVB Special Board Meeting		5.
Meeting Date:	05/15/2019

SUBJECT MATTER:
Consider and approve the Financial Report through March 2019;
BACKGROUND:
Please see attached.
RECOMMENDATION
Approve as presented.

Attachments
March 2019 CVB Financial Report


CVB Special Board Meeting		6.
Meeting Date:	05/15/2019

SUBJECT MATTER:
Receive, consider and act upon the 2020 Budget;
BACKGROUND:
Yearly budget planning begins in May for Visit the Woodlands. After the initial stages of budget planning. The budget is presented to the Township Board in August. This year, the Township deadlines are as follows: Staffing five-year plan – Friday, May 10, 2019 Any new position requested for 2020 (whether it was in the 2019 plan or is a brand-new request) must have the New Staffing Request Form Capital five-year plan and project forms – Friday, May 17, 2019 Any project requested in 2020 must have an individual project form fully completed that identifies the project funding as coming from the Capital Reserve, the General Fund, or a combination of funding sources. Operating budgets and Departmental Summaries – Friday, May 24, 2019 The 2019 Budget Analysis sheet provides 2018 Actuals, 2019 Budget, 2019 Forecast, and 2020 Budget amounts for review. This sheet is ultimately what makes the final budget book during the Board budget review. The Departmental Summary serves to track a few measures per department that provide a basic understanding of each department. Board of Directors can direct any and all new initiatives, projects or programs to be considered in the 2020 Budget Process to Nick Wolda, Visit The Woodlands President. Budget allocations in all departments are reviewed annually and are subject to reallocation, program changes and potential not funding prior projects based on adopted mission and strategic goals of Visit The Woodlands. A proposed budget will be presented to the Visit The Woodlands Board at the May 15, 2019 meeting. After the Visit The Woodlands Board approves the 2020 Budget, it will be presented to The Woodlands Township Board of Directors for final approval.
RECOMMENDATION
To be determined by Board of Directors.

Attachments
2019 Adopted Budget
2020 Budget Process from Township
2020 Budget Snapshot


CVB Special Board Meeting		7.
Meeting Date:	05/15/2019

SUBJECT MATTER:
Receive, consider and act upon Second Amendment to Advertising Agency Services Agreement with Adcetera Design Studio, Inc. for extension through December 31, 2020;
BACKGROUND:
Visit The Woodlands 2020 Destination Marketing plan will incorporate advertising, international marketing, websites, group sales and cooperative advertising among other opportunities to continue attracting visitors and groups to The Woodlands. After an extensive Request for Proposal (RFP) process in August 2017, Adcetera was approved as Visit The Woodlands 2018 Advertising Agency of Record with rights to two (2), one (1) year renewal periods without RFP process needed in calendar year 2019 and 2020 by the Visit The Woodlands Board of Directors at the November 15, 2017 meeting. It is recommended by Visit The Woodlands staff to continue the services of Adcetera as the official agency of record for 2020.
RECOMMENDATION
Approve the Second Amendment to Advertising Agency Services Agreement between Adcetera and Visit The Woodlands for 2020 destination marketing services, and authorize the President to execute a contract in connection therewith.

Attachments
Advertising Agency Service Agreement - Adcetera 2017


CVB Special Board Meeting		10.
Meeting Date:	05/15/2019

SUBJECT MATTER:
Receive, consider and act upon updates to the Visit The Woodlands Bylaws;
BACKGROUND:
The Woodlands Convention and Visitor Bureau publically known as Visit The Woodlands continues to evolve with new direction, initiatives and strategic mission as directed by the Board of Directors. To satisfy this evolution, the Bylaws required a review and update.
RECOMMENDATION
To be determined by Visit The Woodlands Board of Directors.

Attachments
2019 Proposed Bylaws