ARBA OLD BOARD MEETING
SEPTEMBER 8, 2006 PUYALLUP, WA

The meeting was called to order by President Sue Barker at 9:10 AM Pacific time. Those present were: Cindy Cieciwa, Maria Rooney, Ed Julian, David Day, John Shelton, Margaret Walters, Toni Scholder, Sue Barker and Jean Kamenicky. Absent were: Lois Aylestock, Joanne Smith and Steve Shafer. Jane Caulfield attended as a visitor.

Sue handed out a packet of documents for meeting discussions to each board member.

Jean gave a re-cap of the April 2006 board meeting.

Jean gave a treasurers report saying that at the end of the ARBA fiscal year, June 30, 2006, ARBA had a total income of $28,501.67 and total expense of $26,230.77. On that same date the checking account had a balance of $2,462.68; the Junior checking account had a balance of $2,698.07 and the savings was $2,001.31. It was suggested a written report would be helpful for the board.

OLD BUSINESS:

Region 3 show: John Shelton reported that they had a good show but it was down in numbers. There were 4 exhibitors, 2 juniors and 36 sheep. Gift certificates were handed out at the show as awards that are to be redeemed at the ARBA office.

Region 1 show; Joanne Smith reported by email the Champlain Valley show was great. They had 7 exhibitors with 65 head. The ARBA booth included a video which was a big hit. Other activities included a photo contest and then a silent auction of those photos, a fleece contest and two scholarships. Feedback was excellent.

NEYSS show: It was reported that the 2006 NEYSS at the Big E went well.

Region 5 show: Toni reported that 10 exhibitors are expected tomorrow for the show with 50 – 70 head of sheep entered. Juniors will be getting a bonus in the show ring since they are showing with the open class and then stepping forward for Junior awards. The banquet is ready to go tonight and will begin at 7:00 PM.

ELECTION RESULTS: Jean reported that there were 284 ballots mailed……………120 returned. Ron Andress is the new director at large; Mary Pratt is the new District 2 director; Maria Rooney continues to be the District 4 director and Jane Caulfield is the new District 6 director. The ballot count was scheduled to be done on Sunday, August 20th however was delayed due to the fact that rumor reached President Sue and the ARBA office that there was “advanced knowledge of the election outcome because ballots were opened early”. To insure the validity of the ballot count, Jean took the 120 sealed ballots to a notary for affirmation/verification that all ballots were sealed…………..then U.P.S. overnighted them to Sue’s Portland, OR office where once again there was verification that there were 120 sealed ballots. The ballots were opened and counted by an appointed committee in Portland on August 22nd.

BUDGET: The fiscal year end actual results were within the packet of documents that Sue had handed out and was reviewed by the board.

AUDIT: Cindy reported for both John and her. Both Cindy and John had gone over the spread sheets and there were two minor discrepancies that were easily explained and an adjustment was made to the final income and expenses as follows: Income $28,461.67 and Expenses $26,270.77. Cindy suggested that we add another line item in both income and expense on the Excel spreadsheet, with more specific wording for the Junior money. Jean will see that it’s done. Toni moved to accept the audit, David seconded and the motion was carried.

NAILE: There was discussion about the upcoming 2007 NAILE with our National Show and Ed’s appointment as Superintendent for ARBA as it currently goes through April 2007. David moved to extend Ed Julian as superintendent for ARBA to December 31, 2007 to cover the National Show with the board to review the NAILE superintendent position in the fall of 2007. Then the appointment would begin January 1, 2008. Cindy seconded and the motion was carried.

ARBA JUNIOR SHOWS: It’s the desire of ARBA to have regular shows for the Juniors in the West, Mid-West and the East and having communication to Juniors as to where the shows will be. There was much discussion but no changes at this time.

JUNIORS SHOWING WHITES WITH COLORED SHEEP: Steve’s proposal was in the packet that had been handed out to the board to review. The consensus of the board is to keep the question of showing colored and white sheep as a case by case item. Whites will continue to show with whites only and natural colored with natural colored only at ARBA sponsored events unless prior approval by the board. Jane volunteered to condense Steve’s proposal for adding to the Director Duties document.

ARBA’S POSITION WHEN FINANCIAL BALANCES ARE DUE: Currently ARBA has been carrying a balance owing from a member for over a year. The board affirmed ARBA’s position that no further activity will be done (registrations, transfers, etc.) until the balance owing is paid.

NEW BUSINESS:

LOCATION OF 2007 NATIONAL SALE: Maria led the discussion. The question before the board was can Romneys support annual sales. The most important issues are 1. sales manager 2. the judge 3. location and 4. floor prices. After considering several locations, Toni moved to hold the
2007 ARBA sale at Springfield, IL; Maria seconded. There was more discussion and then the motion was carried. John and Maria are our 2007 National Sale committee and they will report back to the board.

2007 NATIONAL SHOW: Ed reported that he will propose to offer “Best Fleece” in each Romney class. This will allow for more winners in the show. Ed will be asking for sponsorship on a nation-wide basis. Margaret would like to see more Romney fleeces entered into the NAILE fleece show plus awards for Champions.

SECRETARY SALARY: Sue proposed a raise in salary for Jean. It was decided to be $100.00 per month raise. Toni moved that the board raise Jean’s salary by $100.00 per month retroactive to July 2006; Margaret seconded and the motion was carried. Unanimous.

DIRECTOR DUTIES: The Director Duties document was in the packet handed out by Sue. It is sent to new directors. It was suggested that when nominating committees contact prospective candidates for ARBA office, they let people know the duties and responsibilities as outlined in the duties document. Steve had suggested changes……..however those changes had already been incorporated into a newer version.

BOARD MEETING ATTENDENCE: It was agreed that voting will be done earlier in the year in an effort to accommodate candidates’ traveling plans when possible. In the spring conference call it will be determined for that year when to send out the ballots. David moved to amend Article V, Section 2 of the ARBA Bylaws to insert at the beginning of the section the following: Vacancies occur in the Board of Directors when a director dies or resigns or a Director fails to attend three (3) consecutive meetings of the Board of Directors (excluding meetings by teleconference). Maria moved to accept; John seconded and the motion was approved by 8 directors or (2/3).

REVIEW OF SPECIFIC ISSUES RAISED BY LETTERS TO THE BOARD: The board reviewed specific issues raised by two board members in letters to the board. Those issues and board reaction are summarized in Exhibit A.

EXHIBIT “A”

MARY PRATT’S ISSUES SENT TO THE BOARD: Letter dated 8/18/06

1. Ballot security and District Voting: After discussion, David moved to not change the procedure; Cindy seconded and the motion was carried. Unanimous.
2. Teleconferencing in to face to face meetings: David moved to have no telephones/teleconference during ARBA face to face meetings; Maria seconded and the motion was carried. Unanimous.
3. Board travel allowance; Toni moved to keep the current amount; Cindy seconded and the motion was carried.
4. Ballot counting; This issue had already been discussed earlier by the board.
5. ARBA tax exempt status: Based on research in the ARBA files, ARBA, we believe, has been IRS tax exempt since 1945. State sales tax and IRS tax are not the same. Jean and David will continue research.
6. Board Methods of Voting: Based upon research, ARBA has been within the Oregon law in its meetings; however the board will continue to use “Action without Meetings”, but will use the “reply to all” button and not just to the President.
7. Should the Secretary/Treasurer position be the same person: Jean spoke on the duties of each office and the difficulties it would cause to have them done by two people. The board agreed and discussed the fact that we have an audit committee each year plus a CPA to review our books and all operations are excellent. Although it is the duty of the new board to elect the secretary/treasurer, the old board wanted to show a united vote of confidence for our current secretary. Jean is confident and accurate in her work, very loyal to ARBA and spends extra hours to research subjects as needed. The board enthusiastically embraces Jean as Secretary/Treasurer.

JOANNE SMITH’S ISSUES SENT TO THE BOARD: Letter dated September 2006

1. Donations to ARBA tax deductible? Yes.
2. Should ARBA be filing an IRS 990 Form? No………as long as we are under $25,000 with a three year average. Jean will continue to monitor.
3. District Directors signing ARBA position on internet “lists”: No………this is not an ARBA sanctioned website (Romney List)………….do not include with signature your ARBA board position.
4. Additions/deletions, changes to ARBA website: We attempt to be prudent about having Karl work on our site and try to group items when sending to the site to reduce cost.
5. There should be back-up persons with access to the website: No
6. Election ballots should have……….. : Earlier in the board meeting it was unanimously voted for no change in the election procedure.
7. Year end statements include beginning and ending balances of all cash accounts: It will be added.
8. Archive of templates of ideas for new directors to access? Thanks Joanne for the examples….we’ll build a folder.

OTHER BUSINESS: A letter of complaint was received concerning a show, where ARBA sent sponsorship money, and was read to the board. Steps of action were recommended by the board in order to resolve the issue. A sub-committee will work with President Sue.

Cindy moved to adjourn; Maria seconded and the meeting was adjourned.

Respectfully submitted,

Jean Kamenicky
Secretary/Treasurer

approved

ANNUAL MEETING
BEST WESTERN PLAZA, PUYALLUP, WA
September 8, 2006

President Sue asked for introductions around all the tables at the banquet.

Jean gave the 2006 election results. Ron Andress is the new Director at Large; Mary Pratt is the new District 2 Director; Maria Rooney continues as the District 4 Director and Jane Caulfield is the new District 6 Director.

Toni Scholder reported on the show happenings for tomorrow for District 5.

John Shelton reported on the Region 3 show that took place Labor Day weekend in Detroit, MI. Although numbers were down, it was rumored that it was due to the current travel expenses, the show went well.

Charlene Carlisle reported that the Region 1 show, that also took place Labor Day weekend in Champlain Valley, VT, went well.

2007 National Show at NAILE: Ed is our ARBA superintendent and gave a short report. There will be more class winners since there will be a “Best Fleece” added in each class.

2007 National Sale: Maria Rooney reported that Springfield, IL will be the location of our ARBA sale. She and John Shelton are in charge………..so let them know if you are interested in participating. It’ll be over a weekend in June…………there are usually 10-12 breeds with 3 barns used. Being a popular sale among sheep people, there is always transportation available. More information will be coming in both the Ramblings and the ARBA website.

President Sue opened the meeting to the members for comments and suggestions. There were none so……….Gary Walters moved that the meeting adjourn; Jack Kalina seconded. The meeting was adjourned.

Respectfully submitted,

Jean Kamenicky
Secretary/Treasurer

Following the annual meeting door prizes were awarded, sheep show exhibitor mementos were handed out and silent auction ticket winners were announced. These events were enthusiastically enjoyed!

ARBA NEW BOARD MEETING
PUYALLUP, WA. SEPTEMBER 8, 2006

The meeting was called to order at 9:20 PM Pacific time by President Sue Barker.

Those present were Sue Barker, David Day, Margaret Walters, John Shelton, Maria Rooney, Cindy Cieciwa, Ron Andress, Jane Caulfield, Toni Scholder and Jean Kamenicky. Absent were Mary Pratt and Joanne Smith.

ELECTION OF SECRETARY/TREASURER: Toni moved to keep Jean Kamenicky as ARBA secretary/treasurer. Cindy seconded and the motion was carried unanimously.

YOUTH BOOKLET: Sue passed around the newly updated “Romneys For Youth” booklet. There are all new pictures and updated articles that were based on the revised “American Romney” booklet.

YOUTH COMMITTEE: David reported; Gaylia has retired and David says the job needs to be done by folks with youth. Ron and John volunteered to work with David on the committee. David and Ron moved that we renew our vigorous and active commitment to the support of youth activities. Cindy and Maria simultaneously seconded and the motion was carried.

WHAT THE YOUTH COMMITTEE CAN DO: There was discussion as to what the youth committee can do:
1. Poll active Juniors for information on what they want.
2. Act as liaison with the District Directors for putting on a show (templates, classes, awards, sponsors, activities, etc.)
3. Showmanship should be included in junior shows.

DIRECTOR AT LARGE DUTIES: David volunteered to make up a “Director at Large Duties” document. (Similar to the District Director Duties) This can be given to nominees and/or elected directors.

ARBA RECOGNITIONS: It was proposed by Steve Shafer that ARBA recognize with some type of award, etc. those members at annual meetings who have been with ARBA 25 years; then each
succeeding 5 years another award. These folks should have their picture along with their award in the Ramblings and on the website. All agreed.

YOUTH LEAFLET BROCHURE: It was suggested we have a Youth Leaflet made up for handouts at fairs/festivals, etc. and that we ask Joanne Smith to head this project up.

BYLAWS CHANGE OF ADDRESS; It was questioned why the bylaws show Corvallis, OR as our address. The consensus of the board was to leave it as is as many organizations can register in any state without having an office in that state.

FIBER COLUMN FOR RAMBLINGS AND WEBSITE: Sue asked for help on members who could assist with the fiber column. Names were given of folks who might be interested in writing a fiber column for our newsletter and website. Jean will contact them.

DUPLICATE RAMBLINGS SENT TO MEMBERS: It was noted that some households receive many Ramblings as each paid member receives one regardless of address. Jean will send only one to an address unless requested by the member household. Jean will post a notice in the Ramblings.

AI COMMITTEE: Jane Caulfield and Maria Rooney are the AI committee. Jane brought up the subject of embryo implants and the committee will bring a report to the April 2007 meeting.

Cindy moved to adjourn; Ron seconded and the meeting was adjourned.

Respectfully submitted,

Jean Kamenicky
Secretary/Treasurer

THESE MINUTES ARE APPROVED