Executive Committee Mtg 04-16-24

First page Table of contents 1 Next page Last page

Animated publication

Table of Contents Consent Agenda

Page

1. 2. 3. 4. 5. 6.

Agenda 04-16-24

1 2 3 4 9

DMCVB Vision and Mission

Executive Committee Call to Order DMCVB Board Financials March 2024

Partnership Activity Report - 2.1.2024 - 3.31.2024 DMCVB Executive Committee Minutes 2-13-2024

Detroit Sports Commission Update

Page

DMCVB Leadership Brief

Page

DMCVB Leadership Brief - 2024 NFL Draft

Prosposed Bylaws Amendments

Page

8. 9.

2023-03-30 memo re bylaws 627291

14 19

2024-04-16 poroposed amendments to DMCVB bylaws

President's Report

Page

10. 11. 12. 13.

HWS Presentation Cover Page

33 34 41 55

Detroit-WFD-HS-CERT-23-HO - MPI 1 Detroit-WFD-HS-CERT-23 - MPI

House Bill 5048

Consent Agenda

Page 1 of 55

DMCVB/Visit Detroit Executive Committee Meeting 11:30 a.m. – 1:30 p.m. Tuesday, April 16, 2024

For Governance

1. Call to Order

D. Katz

2. Consider Resolution Approve Consent Agenda

D. Katz

 DMCVB Financials 03-31-24  DMCVB Partnership Changes 02-01-24 through 03-31-24  Minutes of the Meeting 02-13-24

3. Detroit Sports Commission Update

D. Beachnau

 NFL Draft  NCAA Midwest Regionals  Final Four 4. Consider Approve use of Funds in Reserve for NFL Draft Expenses S. Zuberi 5. Proposed DMCVB Bylaws Amendment D. Bargamian For Information 6. President’s Report C. Molinari  Hotel @ Water Square Update  Workforce Development Collaboration with MPI & MRLA  Pure Michigan Funding Initiative  Large Special Events Funding Update  House Bill 5048 Update

Consent Agenda

Page 2 of 55

DMCVB VISION To be the catalyst that unites partners to drive conventions and tourism development throughout the region. (Adopted by the Board of Directors June 30, 1999)

DMCVB MISSION The mission of the Detroit Metro Convention & Visitors Bureau is to market and sell the Detroit metropolitan region to business and leisure visitors in order to maximize economic impact. In collaboration with our partners, stakeholders and customers, our purpose is to champion the continuous improvement of the region as a dynamic and memorable tourism destination. (Adopted by the Board of Directors December 15, 1999)

Consent Agenda

Page 3 of 55

Call to Order & Consideration of Motion to Accept Consent Agenda Proposed Motion: The Items on the Consent Agenda

Members

Present

Absent

1. Rod Alberts

_________

2. Blair Bowman

_________

3. Elliott Broom

_________

4. Christine Estereicher

_________

5. Kenneth Hayward

_________

6. Antoine Garibaldi

_________

7. Thomas Guastello

_________

8. Shonda Isaac

_________

9. David Katz

_________

10. Christina Lovio-George

_________

11. Michael Montri

_________

12. Patricia Mooradian

_________

13. Michael Murri

_________

14. John Paul Rea

_________

Consent Agenda

Page 4 of 55

Consent Agenda

Page 5 of 55

4/10/2024 2:08 PM

Consolidated DMCVB & DMSC Statement of Revenues & Expenses For the Three Months Ending 3/31/2024

100 Rev Exp Summ 2024 REVexpcfB2 CMYTDB2024

CURRENT MONTH

YEAR TO DATE

Budget

Last Year

Budget

Last Year

Actual

REVENUES:

$1,581,273.24

93.32% $1,404,668.00 0.68% 25,343.00

91.45% $1,377,125.07

95.60% Assesment 0.93% Membership

$4,307,859.90

92.54% $3,893,490.00

93.86% $3,855,300.61

95.05% 0.79% 0.25% 3.91%

11,582.56

1.65% 0.00% 6.90%

13,330.36

20,654.31 30,085.10 296,762.36

0.44% 0.65%

76,029.00 10,670.00

1.83% 0.26%

32,004.43 10,170.00

0.00

0.00%

0.00

60.00

0.00% Events, Publications & Sponsorships

101,584.64

6.00% 106,000.00

49,917.78

3.47% Other Revenues

6.37% 168,000.00

4.05% 158,733.15

$1,694,440.44 100.00% $1,536,011.00 100.00% $1,440,433.21 100.00% Total Revenues

$4,655,361.67 100.00% $4,148,189.00 100.00% $4,056,208.19 100.00%

EXPENSES: Direct Promotional Expenses:

83,556.56 5,991.51 392,403.87 395,263.77 335,269.12 493,586.32 153,503.46

4.14% 81,050.00

4.55% 0.05%

77,849.00 18,586.82

5.02% Fams, Events & Sponsorships 1.20% Tradeshows & Conferences

649,295.07 305,327.63 1,084,015.19 1,003,367.75 1,150,041.40 1,245,195.70 549,489.78 $5,986,732.52

10.07% 622,050.00 4.74% 298,350.00 16.82% 986,506.99 15.57% 940,196.30 17.84% 1,130,583.74 19.32% 1,081,111.42 8.53% 567,782.00 92.89% $5,626,580.45

10.20% 920,988.59 4.89% 187,828.87 16.18% 684,748.60 15.42% 773,687.79 18.55% 824,897.07 17.73% 948,944.39 9.31% 346,034.10 92.30% $4,687,129.41

18.33% 3.74% 13.63% 15.39% 16.41% 18.88% 6.89% 93.27%

0.30%

850.00

19.46% 310,410.33 19.60% 369,826.30 16.63% 291,873.79 24.48% 454,459.00 7.61% 147,640.00 92.21% $1,656,109.42

17.44% 225,984.52 20.78% 302,854.19 16.40% 216,511.00 25.53% 372,557.15 8.29% 168,347.62 93.03% $1,382,690.30

14.59% Sales

19.55% Detroit Metro Sports Commission

13.97% Bureau Services

24.04% Advertising & Marketing

10.87% Publications / Mkt Communications 89.24% Total Direct Promotional Expenses:

$1,859,574.61

Other Operating Expenses:

$142,828.30 $142,828.30

7.08% $113,175.76 7.08% $113,175.76

6.36% $151,399.22 6.36% $151,399.22

9.77% Executive & Administrative 9.77% Total Other Operating Expenses

$415,764.29 $415,764.29

6.45% $436,891.28 6.45% $436,891.28

7.17% $295,017.39 7.17% $295,017.39

5.87% 5.87%

Non-Operating Expenses:

$14,180.61 $14,180.61

0.70% $10,833.00 0.70% $10,833.00

0.61% $15,333.22 0.61% $15,333.22

0.99% Depreciation

$42,296.46 $42,296.46

0.66% $32,499.00 0.66% $32,499.00

0.53% $43,432.02 0.53% $43,432.02

0.86% 0.86%

0.99% Total Non-Operating Expenses

$2,016,583.52 100.00% $1,780,118.18 100.00% $1,549,422.74 100.00% Total Expenses

$6,444,793.27 100.00% $6,095,970.73 100.00% $5,025,578.82 100.00%

($322,143.08)

0.00% ($244,107.18)

0.00% ($108,989.53)

0.00% NET SURPLUS(DEFICIT)

($1,789,431.60)

0.00% ($1,947,781.73)

0.00% ($969,370.63)

0.00%

St Rev Exp

Consent Agenda

Page 6 of 55

Consolidated DMCVB DMSC Balance Sheets: As of 3/31/2024

3/31/2024

3/31/2023

Variance

1 2 3 4 5 6 7 8

ASSETS:

Cash Accounts

$228,885.63 16,713,712.03

$683,744.23 12,992,544.65

($454,858.60) 3,721,167.38

Investments

Inventory

19,029.05

78,307.97

(59,278.92)

Assessment

1,530,220.21

0.00

Unpaid Subscriptions Receivable -

Membership & Other

3,747,898.40

178,619.31

3,569,279.09

9 131000-0000

Allowance for Doubtful Account

0.00

10 11 12 13 14 15 16 17

Prepaid Expenses

1,032,184.57 $539,664.00 4,647,209.58 (3,577,500.65) 1,069,708.93

1,473,929.42 $1,272,289.00 4,443,958.82 (3,419,393.56) 1,024,565.26

(441,744.85) ($732,625.00) 203,250.76 (158,107.09)

Net Future Bureau Commitments

Capital & Leasehold

(Less Accumulated Depreciation)

Net Capital Assets

45,143.67

Total Assets

$24,881,302.82 $19,234,220.05 $5,647,082.77

LIABILITIES & NET ASSETS:

18 19 200000-0000

Accounts Payable Accrued Liabilities

1,836,984.89 9,085,668.94 539,664.00

623,483.73 3,593,681.91 1,272,289.00

1,213,501.16 5,491,987.03 (732,625.00)

21 270500-0000

Accrued Future Bureau Commitments

Accrued Payroll

310,956.72 88,384.35

53,780.86 (16,154.47)

257,175.86 104,538.82

23 251000-0000

Membership

24 25

PPP Loan Foregiveness Liability

0.00

Total Liabilities

$11,861,658.90 $5,527,081.03 $6,334,577.87

26 27 302000-0000 + 410000:9F3u6n5d00Balance-Unrestricted

8,213,945.85 4,305,698.07 $13,019,643.92

8,901,440.95 4,305,698.07 $13,707,139.02

(687,495.10)

28 302500-0000

Fund Balance-Future Bureau Commitments

0.00

29 30 31 32 33 34 35 36

Total Net Assets

($687,495.10)

Total Liabilities & Net Assets

$24,881,302.82 $19,234,220.05 $5,647,082.77

Ratio: Total Assets to Total Liabilities

2.0:1

3.4:1

(-1.38):1

4/11/2024: 9:04 AM 200 Balance Sheet Summary test Ratio

Consent Agenda

Page 7 of 55

DETROIT METRO CONVENTION & VISITORS BUREAU

ACTUAL/FORECAST 2024

1st-Quarter-2024

2nd-Quarter-2024

3rd-Quarter-2024

4th-Quarter-2024

YTD-2024

Actual/Forecast

Budget

Variance Actual/Forecast

Budget

Variance

Forecast

Budget

Variance

Forecast

Budget

Variance Actual/Forecast

Budget

Variance

Revenues

Assessment

4,307,860

$ 3,893,490

414,370

5,552,655

$ 5,356,615

196,040

6,192,750 5,987,607 $

205,143

5,408,364 5,319,781 $

88,583

21,461,629

20,557,493

904,136

Membership Revenue

20,654

76,029

(55,375)

53,460

76,029

(22,569)

54,352

76,029

(21,677)

69,210

76,037

(6,827)

197,676

304,124

$ (106,448)

Events, Publications & Sponsorships

30,085

10,670

19,415

2,100

2,500

(400)

71,672

77,752

(6,080)

103,857

90,922

12,935

Other Revenues

217,407

168,000

49,407

195,886

154,574

41,312

180,894

168,000

12,894

166,735

168,000

(1,265)

760,922

658,574

102,348

Total Revenues

4,576,007

$ 4,148,189

427,818

5,804,101

$ 5,589,718

214,383

6,499,668 6,309,388 $

190,280

5,644,309 5,563,818 $

80,491

22,524,085

21,611,113

912,971

Actual 2023 Actual-2022 Actual-2021

$ $ $

3,855,301 3,085,521 1,676,097

$ 3,881,874 $ 2,645,221 $ 1,601,885

$ $ $

(26,573) 440,300

$ $ $

5,092,912 4,223,307 2,733,632

$ 4,812,529 $ 3,745,897 $ 2,324,589

$ $ $

280,383 477,410 409,043

$ $ $

5,640,888 5,228,754 $ 5,086,742 4,069,872 $ 4,189,287 2,812,210 $

412,134

$ $ $

4,827,014 4,628,726 $ 5,240,942 3,377,656 $ 4,337,507 2,374,447 $

198,288

19,416,115 17,636,512 12,936,523

$ $ $

18,551,883

864,232

$ 1,016,870 $ 1,377,077

$ 1,863,286 $ 1,963,060

13,838,646 3,797,866 $ 9,113,130 3,823,393 $

74,212

Actual-2020

3,448,633

$ 3,448,633

1,633,364

514,384 1,118,980 $

2,003,446 1,278,277 $

725,169

2,501,698 2,354,693 $

147,005

9,587,141

7,595,987 1,991,154 $

Actual-2019

3,776,886

$ 4,012,375

$ (235,489) $

4,682,371

$ 4,730,937

(48,566)

5,087,339 5,361,315 $

$ (273,976) $

4,503,540 4,590,367 $

(86,827)

18,050,136

18,694,994

$ (644,858)

Actual-2018

3,863,181

$ 3,927,050

(63,869)

4,552,546

$ 4,673,991

$ (121,445) $

5,301,631 4,968,955 $

332,676

4,912,761 4,430,467 $

482,294

18,630,119

18,000,463

629,656

Actual-2017 Actual-2016 Actual-2015 Actual-2014 Actual-2013 Actual-2012 Actual-2011 Actual-2010

$ $ $ $ $ $ $ $

3,701,622 3,416,729 3,160,313 2,995,995 2,619,150 2,627,968 2,293,556 2,038,457

$ 3,660,285 $ 3,255,122 $ 3,145,796 $ 2,771,317 $ 2,570,315 $ 2,490,920 $ 2,099,610 $ 2,102,747

$ $ $ $ $ $ $ $

41,337

$ $ $ $ $ $ $ $

4,405,687 3,997,145 3,738,328 3,390,843 3,110,541 2,938,240 2,562,495 2,315,060

$ 3,838,439 $ 3,887,862 $ 3,560,384 $ 3,258,737 $ 3,026,387 $ 2,686,940 $ 2,384,516 $ 2,297,943

$ $ $ $ $ $ $ $

567,248 109,283 177,944 132,106 84,154 251,300 177,979 17,117

$ $ $ $ $ $ $ $

4,796,440 4,649,022 $ 4,410,752 4,513,614 $ 4,260,540 4,126,067 $ 3,929,588 3,629,929 $ 3,517,742 3,373,296 $ 3,218,211 3,089,312 $ 2,990,593 2,734,083 $ 2,665,342 2,555,984 $

147,418

4,444,939 4,149,303 $ 4,233,640 3,822,383 $ 4,055,153 3,568,319 $ 3,775,947 3,265,215 $ 3,274,615 3,032,442 $ 3,150,601 2,714,543 $ 2,887,778 2,499,322 $ 2,520,318 2,374,742 $

$ $ $ $ $ $ $ $

295,636 411,257 486,834 510,732 242,173 436,058 388,456 145,576

17,348,688 16,058,266 15,214,334 14,092,372 12,522,048 11,935,020 10,734,422 9,539,177

$ $ $ $ $ $ $ $

16,297,049 1,051,639 $

161,607

$ (102,862) $

15,478,981 14,400,566

$ $

579,285 813,768

14,517 224,678 48,835 137,048 193,946 (64,290)

$ $ $ $ $ $

134,473 299,659 144,446 128,899 256,510 109,358

$ $ $ $ $ $

12,925,198 1,167,174 $

12,002,440 10,981,715

$ $

519,608 953,305

9,717,531 1,016,891 $

9,331,416

207,761

Direct Promotional Expenses

Fams, Events & Sponsorships

649,295

622,050

27,245

388,272

374,050

14,222

150,022

142,350

7,672

429,712

409,850

19,862

1,617,301

1,548,300

69,001

Tradeshows & Conferences

305,328

298,350

6,978

238,675

229,000

9,675

261,499

249,400

12,099

261,712

264,500

(2,788)

1,067,214

1,041,250

25,964

Sales

1,084,015

986,509

97,506

1,081,531

$ 1,052,009

29,522

1,003,555

964,849

38,706

920,999

882,003

38,996

4,090,100

3,885,370

204,730

Detroit Metro Sports Commission

1,003,368

930,195

73,173

1,097,947

$ 1,050,968

46,979

945,215

918,852

26,363

790,949

762,998

27,951

3,837,478

3,663,013

174,465

Bureau Services

1,150,041

$ 1,130,584

19,457

797,275

772,388

24,887

1,039,554 1,037,407 $

2,147

690,220

651,654

38,566

3,677,091

3,592,033

85,058

Advertising & Marketing

1,245,196

$ 1,081,111

164,085

1,517,514

$ 1,482,134

35,380

742,300

733,163

9,137

1,032,115

926,659

105,456

4,537,124

4,223,067

314,057

Publication & Mkt Communications

549,490

567,786

(18,296)

512,445

502,965

9,480

461,588

429,088

32,500

475,226

468,418

6,808

1,998,749

1,968,257

30,492

Total Direct Promotional

5,986,733

$ 5,616,585

370,148

5,633,659

$ 5,463,514

170,145

4,603,733 4,475,109 $

128,624

4,600,933 4,366,082 $

234,851

20,825,057

19,921,290

903,767

OTHER OPERATING EXPENSES

Executive & Administrative

412,804

432,568

(19,764)

379,282

374,109

5,173

337,280

338,082

(802)

422,756

384,177

38,579

1,552,122

1,528,936

23,186

Total Other Operating Expenses

412,804

432,568

(19,764)

379,282

374,109

5,173

337,280

338,082

(802)

422,756

384,177

38,579

1,552,122

1,528,936

23,186

NON-OPERATING EXPENSES Depreciation

42,296

39,624

2,672

15,687

39,624

(23,937)

42,540

39,624

2,916

42,540

39,624

2,916

143,064

158,496

(15,432)

Total Other Expenses

42,296

39,624

2,672

15,687

39,624

(23,937)

42,540

39,624

2,916

42,540

39,624

2,916

143,064

158,496

(15,432)

Total All Expenses

6,441,833

$ 6,088,777

353,056

6,028,628

$ 5,877,247

151,381

4,983,553 4,852,815 $

130,738

5,066,229 4,789,883 $

276,346

22,520,243

21,608,722

911,521

Surplus (Deficit)

(1,865,826)

$ (1,940,588) $

74,762

(224,526)

(287,529)

63,002

1,516,114 1,456,573 $

59,541

578,080

773,935

(195,855)

3,842

2,391

1,451

M:\Monthly Financials\DMCVB\2024 Monthly FS\03 March 2024\Mar 2024 Financials\Forecast n Actual 03-31-2024sz (new)

4/11/2024: 10:14 AM

Consent Agenda

Page 8 of 55

BOARD CONSOLIDATED CASH FLOWS DETROIT METRO CONVENTION & VISITORS BUREAU & DETROIT METRO SPORTS COMMISSION BUDGETED CASH FLOWS FOR 2024

ACTUAL/FORECASTS/BUDGETS Jan Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

Actual

Budget

3 Beginning Cash Balance

13,205,440.83 12,716,576.81

12,295,643.70 12,324,293.12

12,205,762.38 12,791,055.59

12,584,050.29 12,996,093.70

12,758,415.52

13,550,271

13,816,817

13,889,601

4 5 CASH FROM: 6 ASSESSMENT 7 MEMBERSHIP

$1,258,538.46

1,219,637.08

1,581,273.24

1,532,648.03

1,606,077.57

1,954,186.68 13,083.13 136,091.33 128,101.16 2,231,462.30

1,879,531.54

1,834,855.78 18,233.60 654,950.00 33,922.10 2,541,961.48

1,926,500.85 19,924.04 1,172.00 140,824.15 2,088,421.04

1,852,473

1,661,936

1,312,604

8,363.47

10,166.85

11,582.56

11,619.28

4,442.37 2,100.00

16,619.29

22,363 70,530 35,675

26,622

30,567

8 EVENTS, PUBLICATIONS & SPONSORSHIPS

10,110.00 51,933.24

9 OTHER REVENUES

56,882.13

101,584.64 1,694,440.44

15,723.15

424,697.42 2,037,317.36

104,961.06 2,001,111.89

297,796

105,925

10 TOTAL CASH RECEIVED

1,328,945.17

1,286,686.06

1,559,990.46

1,981,042

1,986,354

1,449,096

11 12 NET CASH

14,534,386.00

14,003,262.87 13,990,084.14

13,884,283.58

14,243,079.74 15,022,517.89

14,585,162.18

15,538,055.18 14,846,836.56

15,531,313

15,803,171

15,338,697

13 14 DIRECT PROMOTIONAL EXPENSES: 15 FAMS, EVENTS & SPONSORSHIPS 16 TRADESHOWS & CONFERENCES

$828,442.34 157,359.01 245,407.94 252,898.38 434,055.74 285,329.01 127,877.70 2,331,370.12

14,697.35 11,883.04 263,012.50 251,409.13 200,345.78 300,315.77 78,512.78 1,120,176.35

83,556.56 5,991.51 392,403.87 395,263.77 335,269.12 493,586.32 153,503.46 1,859,574.61

45,252.01 5,209.44 228,644.16 285,404.31 249,792.23 306,020.02 86,262.48 1,206,584.65

66,824.00 6,636.63 349,621.94 310,771.56 233,419.07 398,977.19 120,001.83 1,486,252.22

453,601.36 89,366.92 317,186.69 428,498.71 397,903.64 405,575.28 105,587.64 2,197,720.24

97,875.38 25,752.00 381,679.22 238,991.29 259,800.26 399,517.75 153,387.98 1,557,003.88

44,922.31 279,931.46 216,765.65 804,160.27 409,292.21 336,279.24 94,729.40 2,186,080.54

144,997.78 10,091.26 223,512.87 269,357.23 245,608.06 358,649.15 98,527.14 1,350,743.49

19,605 147,564 247,536 402,388 261,392 434,350 112,525

13,580 41,053 260,924 516,924 189,472 799,539 98,109

(122,061) 25,872 659,655 199,967 547,491 518,463 226,492 2,055,880

17 SALES

18 DETROIT METRO SPORTS COMMISSION

19 BUREAU SERVICES

20 ADVERTISING & MARKETING

21 PUBLICATION / MKT. COMMUNICATION 22 TOTAL DIRECT PROMOTIONAL EXPENSES:

1,625,359

1,919,601

23 24 OTHER OPERATING EXPENSES: 25 EXECUTIVE & ADMINISTRATIVE 26 TOTAL OTHER EXPENSES:

$122,542.71

51,374.20 51,374.20

142,828.30 142,828.30

93,755.37 93,755.37

124,844.00 124,844.00

137,572.62 137,572.62

10,688.20 10,688.20

117,884.00 117,884.00

111,855.16 111,855.16

$ $

89,137 89,137

$ $

87,990 87,990

$ $

274,981 274,981

122,542.71

28 EXCESS (DEFICIENCY) OF REVENUES OVER EXPENSES (NET)

2,453,912.83

1,171,550.55

2,002,402.91

1,300,340.02

1,611,096.22

2,335,292.86

1,567,692.08

2,303,964.54

1,462,598.65

1,714,496

2,007,591

2,330,861

29 30 +/- RECEIVABLES

3,495.68

(274,488.74) (519,587.33) 494,487.49

(55,946.89) 302,821.54 118,098.46

(40,689.47) (447,521.39) 151,115.84

20,534.67 294,424.94 (108,005.98)

19,018.77

(24,324.75) (393,763.42) 383,069.35

1,958.23

(920,504.96) 149,934.12 981,706.85

955,655 199,018 (40,651)

8,809

(167,439) 657,576

31 +/- PREPAID EXPENSES 32 +/- ACCRUALS & PAYABLES

(165,000.53) 683,176.95

(138,139.60) 183,180.91

628,320.16

(49,864) 165,348

(1,078,071.29)

3,796

33 +/- BANK LOAN

- - -

- -

0 0

34 +/- AA & OTHER RESERVES

35 +/- FIXED ASSETS

(22,425)

(30,272)

(22,252)

36 +/- FUTURE BUREAU COMMITMENTS 37 +/- DMOC 38 +/- DEPRECIATION/LOSSES FROM LAST YEAR

(662)

114,431.54 636,103.64

(236,480.04) (536,068.62)

(28,361.22) 336,611.89

(41,086.16) (378,181.18)

(47,881.56) 159,072.07

(167,234.82) (103,174.74)

(27,882.22) (475,675.12)

39 TOTAL NET CHANGES

(21,376.40)

166,033.35

94,022

471,019

40 41 PROJECTED NET CASH - ALL SOURCES

12,716,576.81 12,295,643.70

12,324,293.12 12,205,762.38

12,791,055.59 12,584,050.29

12,996,093.70 12,758,415.52

13,550,271.26

13,816,817

13,889,601

13,478,855

M:\Monthly Financials\DMCVB\2024 Monthly FS\03 March 2024\Mar 2024 Financials\Cash Flow with 033124 Actual Budget Forecast dl 4/11/2024:10:59 AM

CF DMCVB DMSC v1

Consent Agenda

Page 9 of 55

Partnership Activity Report for 12/1/2023 to 1/31/2024

New Partner(s)

IP#

Partner Name

Annual Dues

28 New Partner(s) $6,650.00

45618

BasBlue

$225.00

45803

Bleu Bowtique

$225.00

45673

Boulder's Bistro & Brew

$0.00

10992

Café Cortina

$225.00

45805

Channel One Event Venue

$225.00

45776

CHOYCE Shuttles

$225.00

39059

Clear Channel Airports

$225.00

45735

Detroit 75 Kitchen

$425.00

38137

Detroit River Sports

$225.00

45567

DuMouchelles

$225.00

38152

E3 Detroit

$225.00

45775

English Gardens

$225.00

45734

First Love Tours

$225.00

45832

Floyd Professional Services

$225.00

45656

Glam Photo Booth

$225.00

24839

Hampton Inn - Detroit Belleville Airport Area

$225.00

45838

Kapstone Employment Services, LLC

$425.00

45649

Kristina's Catering

$225.00

37297

Lindsey Exhibit Group

$225.00

44593

Motor City Popcorn

$225.00

45718

Pixis Drones, LLC

$425.00

45650

Proforma Amplified

$425.00

45835

ShineWater

$225.00

45828

Show Ready Technologies

$225.00

43572

Statler Bistro

$0.00

45834

Taste of Ethiopia

$225.00

24838

Vintage Detroit Collection

$225.00

45845

WhiteWalls Transportation LLC

$225.00

Tuesday, April 9, 2024

Page 1 of 2

Consent Agenda

Page 10 of 55

Partnership Activity Report for 12/1/2023 to 1/31/2024

Cancelled Partner(s)

IP#

Partner Name

Cancel Code

Annual Dues

6 Cancelled Partner(s) $1101.00

39023

Shofur Detroit

Budget

$225.00

38816

Total Charter Bus Detroit

Budget

$225.00

38589

Mitchell's On The Avenue

Out of Business

$0.00

38522

Narrow Way Cafe & Shop

Out of Business

$0.00

38597

Skills Ville

Out of Business

$0.00

12407

Drury Inn & Suites - Troy

Change in Ownership

$651.00

Tuesday, April 9, 2024

Page 2 of 2

Consent Agenda

Page 11 of 55

DMCVB Executive Committee February 13, 2024 DMCVB Board Room Page 1 of 2

Meeting:

DMCVB ( Visit Detroit ) Executive Committee

Date:

February 13, 2024

Chair:

David Katz

Attending :

B. Bowman (Video Link); E. Broom; D. Katz (Video Link); C. Estereicher (Video Link); T. Guastello; K. Hayward; C. Lovio-George; M. Montri; P. Mooradian (Video Link);

Absent:

R. Alberts; A. Garibaldi; S. Isaac; M. Murri; J.P. Rea

Staff: C. Molinari; S. Zuberi; D. Beachnau; M. Powers; Chairman Katz called the meeting to order at 11:40 A.M. and welcomed all the new members of the 2024 Executive Committee. 1. The first item of business was consideration of a motion to approve the Consent Agend a, including DMCVB Financial Reports December 31, 2023, DMCVB Financial reports ending January 31, 2024; Membership Changes December 1, 2023 through January 31, 2024, and the Minutes of the Executive Committee Meeting November 14, 2023. T. Guastello moved approval of the Consent Agenda Committee Decision Made: The Consent Agenda Unanimously Approved . 2. The next item of business was a Presentation of the most recent Symphony Report by Oxford Economics on the health and production of the region’s hospitality sector, including a market summary with key economic metrics, (Pandemic) recovery indicators and 5-year history comparisons, by S. Zuberi . The next item of business was a report by D. Beachnau on the status of the NFL Draft Fundraising efforts, noting that the DMCVB is the guarantor of contracted host-city amenities to the National Football League. 6. The next item of business was the President’s Report by C. Molinari on the following topics:  Recently-hosted annual Partnership Meeting recap DMCVB office lease  U.K. Premiere League Potential Sponsorship  UFI Global CEO Summit attendance  Operation Metro Update  Waterfront Hotel Build Update 3.

Consent Agenda

Page 12 of 55

DMCVB Executive Committee February 13, 2024 DMCVB Board Room Page 2 of 2 7. The next item of business was to consider a motion to adjourn, the business of the meeting having been concluded. Committee Decision Made: Resolution to Adjourn Unanimously Approved at 1:30 PM.

DMCVB Leadership Brief

Page 13 of 55

DMCVB/Visit Detroit Executive Committee Meeting

April 16, 2024 Agenda Item 4

DMCVB/Visit Detroit Leadership Brief

Issue: Despite all the collection efforts to fulfill the obligation to host the 2024 National Football League draft at a level sufficient to cover the expenses incurred for this event, as of April 16, 2024, we are projected to receive $8,230,000.00 of the $10,750,000.00 budgeted goal. Recommendations: That the DMCVB Board of Directors authorizes withdrawing money from the reserve account to pay for deficits related to the 2024 National Football League Draft expenses to the extent of the deficit.

Proposed Motion: The Board of Directors Authorizes withdrawing money from the Reserve Account to pay for deficits related to 2024 NFL Draft.

Prosposed Bylaws Amendments

Page 14 of 55

MEMORANDUM

Maureen Powers, Visit Detroit

TO:

C. David Bargamian, Barris, Sott, Denn & Driker, P.L.L.C.

FROM:

Electronic Meeting Notifications

SUBJECT:

March 30, 2023

DATE:

The Bureau ’ s Board of Directors has the authority to amend the Bureau ’ s Bylaws to provide or electronic notices to members. However, the members have to have previously consented to receiving electronic notices and specified the manner of receiving an electronic notice or other communication. Once that consent is obtained, the Bureau can then dispense with mailing notices by first class mail.

Authority to Amend Bylaws

The Board of Directors may amend the Bylaws. The Nonprofit Corporation Act, Michigan Compiled Laws § 450.2231 provides “[e]xcept if the power to . . . amend . . . the bylaws is reserved exclusively to the corporations. . . members . . . in the articles of incorporation, the . . board may amend or repeal bylaws or adopt new bylaws”. The Bureau ’ s Articles of Incorporation are silent on the topic of amending the Bylaws. Further, Article 11 of the current bylaws gives that the Board of Directors the power to amend the bylaws by a vote of two-thirds of the Directors then in office. Accordingly the Board of Directors may amend the Bylaws. Notice of the intention to amend the Bylaws must be been given to each director at least ten (10 days prior to the meeting at which the action will take place. As you know, Article 8 of the Bylaws states that the Executive Committee acts for the full Board between meetings of the full Board. Actions of the Executive Committee shall be reported to the full Board and are subject to review and approval of the full Board. Accordingly, we recommend that if the Bylaws are to be amended, it be done at a full Board meeting in light of the language of Article 11 that the “ Board of Directors has the power to amend the Bylaws ” . If the Bylaws are to be amended by the Executive Committee, then such action should be specifically ratified at the next following meeting of the full Board.

Electronic Notice

MCL § 450.2406a of the Act provides:

Prosposed Bylaws Amendments

Page 15 of 55

In addition to any other form of notice to a . . . member permitted by the articles of incorporation, the bylaws, or this chapter, any notice given to . . . a member by a form of electronic transmission to which the . . . member has consented is effective. (emphasis added).

Further, §§ 450.2143(2) and (4) state:

(2) If a notice is required or permitted by this act to be given in writing, electronic transmission is written notice.

and (4) If a notice or communication is permitted by this act to be transmitted electronically, the notice or communication is given when electronically transmitted to the person entitled to the notice or communication in a manner authorized by the person . The Act defines Electronic transmission or electronically transmitted as “ any form of communication that meets all of the following: (a) It does not directly involve the physical transmission of paper. (b) It creates a record that may be retained and retrieved by the recipient. (c) It may be directly reproduced in paper form by the recipient through an automated process ” . Clearly an email of documents to a Member or Director would constitute electronic transmission. The important fact to note is that under Sections 406(a) and 143(4) the Member has to consent to receipt of electronic communications and authorize the manner of receipt of electronic communication. By renewing or accepting membership in the Bureau, the Member consents to receiving all notices required or permitted to be given pursuant to the Bureau’s Bylaws or under the Nonprofit Corporation Act or otherwise by: (i) Electronic Transmission or posting to a Platform; (ii) by U.S. mail; or (iii) by overnight delivery service, at the option of the Bureau. Such notices may be addressed to the M ember’s physical, email, or electronic address on file with the Bureau. An “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process, including, but not limited to, transmission by facsimile, electronic mail, text, or posting to an electronic network, Internet website, Intranet website, cloud-based shared drive or similar electronic platform (each a “Platform”). The failure of the Member to access the material communicated by Electronic Transmission Accordingly, we suggest adding to each membership renewal form/membership application the following language:

Prosposed Bylaws Amendments

Page 16 of 55

because of equipment failure, service interruption or inability or neglect to access a Platform shall not invalidate any meeting or other action.

Doing so will establish re requisite consent and appropriate methods of electronic communication so that the Bureau may eventually move to all electronic notices of meetings and delivery of related materials. Without such consent, notices will still have to be mailed.

Bylaws Amendments.

We recommend that the following Bureau Bylaws be amended and restated as follows:

5.4. Notice of Meeting. Written notice of the date, time, place and purpose of all meetings of members shall be given to each Member or record entitled to vote at a meeting of the members either by first-class mail or by Electronic Transmission not less than ten (10) nor more than sixty (60) days prior thereto. Action by Written Consent. Any action required or permitted to be taken at annual or special meeting of members may be taken without a meeting if (a) the Board of Directors determines that such action may be taken in the manner provided by this Section 5.6 and (b) upon the written consent of members in good standing who have not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all members in good standing entitled to vote thereon were present and voted. In the event such action is taken, the Board of Directors shall cause written notice thereof to be given to all members by first-class mail or Electronic Transmission within ten (10) days thereof. Notice. Notice of the date, time, place, and purpose of all meetings of Directors shall be given to each Director by Electronic Transmission at least one (1) week period to the day of the meeting. Electronic Meetings. Notwithstanding anything to the contrary in these bylaws, any meeting of the directors, in the discretion of the Board of Directors, may be held by means of a teleconference communication system or a video conference communication system, or any other similar electronic communication facility, that allows attendees full access to and full participation in all meeting transactions either continuously or intermittently throughout the meeting, such that all persons participating in the meeting can hear each other. Any action that could be taken at an in person meeting may also be taken at a remote meeting held pursuant to this provision. Any director, who, through such communication system attends a meeting, shall be deemed to be personally present at that meeting for the purposes of these bylaws, including quorum and voting. Electronic 5.6 6.9 6.18

Prosposed Bylaws Amendments

Page 17 of 55

polling may be conducted if warranted. The Bureau shall implement reasonable measures to authenticate the attendance and vote of each attendee. Procedural rules related to the conduct of such electronic meetings may be established and promulgated by the Board of Directors or the presiding officer of the meeting. Electronic Meetings. Notwithstanding anything to the contrary in these bylaws, any meeting of the Executive Committee, in the discretion of the Chair, may be held by means of a teleconference communication system or a video conference communication system, or any other similar electronic communication facility, that allows attendees full access to and full participation in all meeting transactions either continuously or intermittently throughout the meeting, such that all persons participating in the meeting can hear each other. Any action that could be taken at an in person meeting may also be taken at a remote meeting held pursuant to this provision. Any director, who, through such communication system attends a meeting, shall be deemed to be personally present at that meeting for the purposes of these bylaws, including quorum and voting. Electronic polling may be conducted if warranted. The Bureau shall implement reasonable measures to authenticate the attendance and vote of each attendee. Procedural rules related to the conduct of such electronic meetings may be established and promulgated by the Board of Directors or the presiding officer of the meeting. 8.5 5.9 Electronic Meetings. Notwithstanding anything to the contrary in these bylaws, any meeting of the members, in the discretion of the Board of Directors, be held by means of a teleconference communication system or a video conference communication system, or any other similar electronic communication facility, that allows attendees full access to and full participation in all meeting transactions either continuously or intermittently throughout the meeting such that all persons participating in the meeting can hear each other. Any action that could be taken at an in person meeting may also be taken at a remote meeting held pursuant to this provision. Any member, who, through such communication system attends a meeting, shall be deemed to be personally present at that meeting for the purposes of these bylaws, including quorum and voting. Electronic polling may be conducted if warranted. The Bureau shall implement reasonable measures to authenticate the attendance and vote of each attendee. Procedural rules related to the conduct of such electronic meetings may be established and promulgated by the Board of Directors or the presiding officer of the meeting.

In addition, we recommend the following additional bylaws be added:

Prosposed Bylaws Amendments

Page 18 of 55

12.5 Communication. All notices required or permitted to be given pursuant to the Bureau ’s Bylaws or under the Act, shall be deemed to have been given to the recipient in writing when: (a) sent by Electronic Transmission to the recipients’ email address on file with the Bureau or posting to a Platform; (b) delivered in person; (c) deposited in the U.S. mail, first class postage prepaid; or (d) delivered to an official depository or office of a nationally recognized overnight delivery service with delivery charges paid. Such notices may be addressed to: (a) the Bureau at its principal office; (b) any Member, Director, officer, or employee of the Bureau at his or her physical, email, telephonic and/or electronic address appearing on the books and records of, or previously used to communicate with such person by, the Bureau; and (c) to any other person or recipient, addressed to such physical, email, telephonic and/or electronic address as shall have been furnished to or ascertained by the Bureau for such person or recipient. An “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process, including, but not limited to, transmission by facsimile, electronic mail, text, or posting to an electronic network, Internet website, Intranet website, cloud-based shared drive or similar electronic platform (each a “Platform”) . The failure of the intended recipient to access the material communicated by Electronic Transmission because of equipment failure, service interruption or inability or neglect to access a Platform shall not invalidate any meeting or other action. For your convenience, we have included a redline of the current bylaws illustrating the proposed modifications. Feel free to contact us if you wish to further discuss this material.

Prosposed Bylaws Amendments

Page 19 of 55

Formatted: Header

DETROIT METRO CONVENTION & VISITORS BUREAU

Amended and Restated BYLAWS

As Adopted by the Board of Directors September 17, 2002

Prosposed Bylaws Amendments

Page 20 of 55

Formatted: Header

Article 1 – Name

1.1 The name of this organization is the Metropolitan Detroit Convention and Visitors Burea u (the “Bureau”), doing business under one or more assumed names, as determined by the Board of Directors, including the Detroit Metro Convention and Visitors Bureau.

Article 2 – Incorporation

The Bureau is incorporated under the Michigan Nonprofit Corporation Act.

2.1

Article 3 – Objectives and Strategy

3.1 The Bureau is a civic organization, the objectives of which are to bring business, convention and leisure visitors to metropolitan Detroit in order to provide economic growth that will make the area a better place to live and work.

To achieve this, the Bureau shall:

a. Market and sell the metropolitan Detroit region to conventions, conferences and tradeshows to maximize economic impact in the region. b. Promote tourism and tourism development in the metropolitan Detroit region to maximize economic impact in the region. c. Enhance the quality of the Bureau’s product or what the visitor experiences when visiting metropolitan Detroit.

d. Promote an improved image of the metropolitan Detroit tri-county area.

e. Aggressively involve the Board of Directors and Owners Advisory Committee with the Bureau staff in implementing the foregoing.

Article 4 – Membership

4.1 Any reputable corporation, company, association, firm or individual interested in furthering the objectives of the Bureau shall be eligible for membership. The Board of Director shall establish fair and equitable standards upon which applications for membership shall be judged. 4.2 An application for membership shall be made in writing on a form provided by the Bureau. The application shall contain the amount of the applicant’s annual subscription to the Bureau. In the case of other non-profit community groups that apply for membership, the Board of Directors may waive the annual membership subscription. 4.3 Membership may be granted by the Board of Directors at a regular or special meeting or by the Executive Committee in the interim between meetings of the Board. An application for membership may be rejected if, in the sole discretion of

Prosposed Bylaws Amendments

Page 21 of 55

Formatted: Header

the Board of Directors or Executive Committee, the granting of membership to the applicant would be detrimental to the objectives of the Bureau.

4.4 If membership is granted to other than an individual, the member shall designate an individual to represent it in the affairs of the Bureau, who shall be considered a member for the purpose of serving on the Board of Directors, the Executive Committee or as an officer of the Bureau. 4.5 A member may resign by notice in writing to the Board of Directors. The resignation shall be effective on the earlier of (a) the date specified in the notice or (b) the last day of the period for which its membership subscription has been paid. 4.6 A member may be expelled for conduct detrimental to the objectives of the Bureau, as determined by the Board of Directors in its sole discretion, upon the affirmative vote of two-thirds (2/3) of the members of the Board of Directors. In addition, a member may be expelled for the failure of the member to pay its membership subscription or current installment of its membership subscription, within 90 days after the due date therefore. 5.1 Each member in good standing shall have one vote in the affairs of the Bureau, which shall be cast by the individual designated in the application for membership or thereafter named in writing by the member: A member shall be deemed in good standing if it is not more than thirty (30) days in arrears in paying all subscriptions owing by it to the Bureau. 5.2 Except as otherwise determined by the Board of Directors pursuant to Section 5.6, the Bureau shall have an annual meeting of members for the purpose of electing directors and such other business as may be presented to it by the Board of Directors. The date, time and place of the annual meeting shall be determined by the Board of Directors. 5.3 Special meetings of members may be called by the Board of Directors and shall be called by the Board of Directors upon the written request to it of at least twenty-five (25%) percent of the members in good standing, which request must specify the business to be conducted. The business conducted at a special meeting of members shall be confined to the matters specified in the notice thereto. 4.7 Membership subscriptions shall be payable in advance on a monthly, quarterly, semi-annual basis, as determined by the Board of Directors. Article 5 – Membership Meetings and Actions Taken Without A Meeting

5.4 Written notice of the date, time, place and purpose of all meetings of members shall be mailedgiven to each memberMember of record entitled to vote at a

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