Published on October 31 2014

DELAWARE RIVER WATERFRONT CORPORATION

BOARD OF DIRECTORS MEETING

OCTOBER 31, 2014

8:30AM

RESOLUTION UNANIMOUSLY PASSED TO AMEND BY-LAWS


WHEREAS, the Delaware River Waterfront Corporation (DRWC) is a 501(c)3 nonprofit corporation organized exclusively for the benefit of the City of Philadelphia and its citizens;

WHEREAS, DRWC acts as the steward of the central Delaware River waterfront to provide a benefit to all of the citizens and visitors of the City;

WHEREAS, the Master Plan for the Central Delaware River Waterfront was adopted by the Philadelphia City Planning Commission in March, 2012, and codified into law by Philadelphia City Council as part of the Zoning Code;

WHEREAS, DRWC works cooperatively with city, state and federal agencies to ensure the implementation of the Master Plan;

WHEREAS, DRWC recognizes its responsibility as steward of the master plan and renews its commitment to open, transparent and accountable governance in connection with its operations and activities by adherence to the Sunshine Act, by performing annual independent audits, by coordinating independent audits with the City Finance Department and other funders, and by filing all necessary reports required by law, and by adhering to City and Commonwealth legal requirements for the disposition of DRWC controlled land consistent with the Chain-of-Title Documents that call for an open and competitive process, including public input, and the approval of City officials for all DRWC land transactions;

WHEREAS, DRWC intends to amend and revise its by-laws to reaffirm its commitment to responsible, open and transparent governance in connection with all its activities, and to have a board of directors which includes relevant city officials and persons and institutions appointed on the basis of professional expertise vital to its mission;

WHEREAS, the Delaware River Waterfront Corporation (DRWC) Board of Directors is amending, revising, and restating its by-laws to reflect the addition of three ex-officio seats to the Board; to amend the number of Class A Directors from three to six and the number of Class B directors from thirteen to ten; to amend the composition of the Executive Committee; and, to establish a Board Nominating Committee that is comprised of the Executive Committee; 

WHEREAS, the Philadelphia Industrial Development Corporation and the Greater Philadelphia Chamber of Commerce are being added to the Board for economic development expertise and institutional support, and the Central Delaware Advocacy Group is being added to provide meaningful community engagement for the fifteen communities it represents within the Master Plan’s purview;

WHEREAS, these amendments are intended to continue the high level of professionalism of the current board and to provide clear recommendations for future boards on how appointments should be made; and,

WHEREAS, DRWC commits to having meaningful gender and racial diversity consistent with the composition of the City of Philadelphia represented on the Board of Directors.

NOW, THEREFORE, BE IT RESOLVED that the Amended and Restated By-laws of the DRWC, in the form presented to the Directors, a copy of which is attached to this Resolution as Exhibit A, are  hereby  approved and adopted to be effective as of this 31st day of October, 2014; and be it


FURTHER RESOLVED, that the following persons are appointed as the Class B Directors to serve the terms as set forth below:

One Year Term Expiring on October 31, 2015

1. Donn Scott 

2. Marilyn Taylor

3. Ellen Yin

4. Mario Zacharjasz


Two Year Term Expiring on October 31, 2016

1. Avi Eden

2. William Miller

3. Diane Dalto-Woosnam


Three Year Term Expiring on October 31, 2017

1. Michael Hauptman

2. Alan Hoffmann

3. William Wilson; and be it


FURTHER RESOLVED, that the six (6) Class A Directors are as follows: 

1. The Mayor of the City of Philadelphia (or designee);

2. The Commerce Director of the City of Philadelphia;

3. The Executive Director of the Philadelphia Planning Commission;

4. The CEO of the Greater Philadelphia Chamber of Commerce (or designee); 

5. The President of the Philadelphia Industrial Development Corporation (or designee); and,

6. A representative of the Central Delaware Advocacy Group; and be it


FURTHER RESOLVED, that the following will be Officers of the Corporation to serve the term as set forth below:

One year term expiring on October 31, 2015

1. Donn Scott, Chair 

2. Jay Goldstein, Vice Chair and Treasurer 

3. Alan Greenberger, Secretary; and be it


FURTHER RESOLVED, that there will be a five (5) person Executive Committee comprised of the following:

1.The Commerce Director of the City of Philadelphia;

2.The President of PIDC, (designated to Jay Goldstein);

3.The CEO of the Greater Philadelphia Chamber of Commerce (designated to Bill Hankowsky);

4.Donn Scott (Chair);

5.Marilyn Taylor


Link for Delaware River Waterfront Corp By-laws