New Board of Directors meeting
ARBA
August 9, 2009
The meeting was called to order at 9:41 by President Cindy Cieciwa.
Attending were: Cindy, Margaret, Carol, Chris, Ann, Randy, Ken, Charlene and Jane. Dan Pence was not in attendance.
President Cindy - Due to the resignation of the Secretary and Treasurer the first order of business was to appoint a temporary Secretary. Ron moved to accept Chris Bazant as the temporary Secretary, Ken seconded and the motion carried.
There is no designated Treasurer at this time.
There were several guests attending the meeting and Cindy asked that they introduce themselves. Attending were Margaret Van Camp, Lin Schwider, Maggie Howard, and three people from the Zwick family from Colorado.
Cindy asked Ken if he would get a signed and dated resignation letter from Jean with an effective date. Charlene moved to accept the verbal resignation from Jean Kamenicky as Secretary and Treasurer of ARBA. Margaret Walters seconded and the motion carried.
Cindy gave an Annual Meeting recap:
Jean resigned, numbers attending were approximately 50 people including 10 – 12 Juniors, the food was excellent.
Ken stated that he believes Jean will act as Secretary and Treasurer through this following week to process transfers from the sale and any bills associated with the show.
Agenda items:
Old business moved from the Old Board meeting:
Per the motion made by Toni at the Old Board Meeting to have the books audited by a CPA – Cindy will contact a CPA.
Based on the audit results from Ron Andress and Chris Bazant a motion was made in the Old Board Meeting and was tabled to the new. There was a unanimous vote to remove from the table and vote on the motion.
Chris moved that the ARBA BOD censures the Treasurer for unauthorized expenditures against the ARBA account and that she is required to repay ARBA in the amount of $192.00. Jane seconded. Roll call vote was asked for. Charlene – no, Ken – no, Jane – yes, Chris – yes, Carol – yes, Margaret – yes, Ron – yes, Ann – abstain, Randy – yes. The motion carried. Cindy mentioned that Jean had indicated she would pay at the Old Board Meeting once she could review the charges.
Another issue from the OBM was Jean to rewrite the minutes from the June 11th conference call. Ken to contact Jean for that information. That concluded old business.
President Cindy gave a review of Committees and functions for the new members of the Board.
Budget Committee – Chris, Margaret and Cindy
Carol moved that we rename the Budget committee the Financial/Budget Committee – Margaret 2nd and the motion carried.
Website Committee – Cindy, Margaret, Jean (now off), Chris B interim replacing Jean. Jane and Charlene volunteered to work on it as well.
Advertizing – Carol, Ron and members Dee Heinrich, Michelle James, Mary Pratt, JoAnn Smith and Kelly Corbett. Randy said he would consider the committee.
AI/ET – Cindy, Jane, Maria (per Ken she will continue).
By-Laws – Margaret, Jean (now off), Ron, Chris, Cindy. Cindy noted that this committee was not a decision making committee but recommends to the Board. Ann indicated she would also like to work on this committee.
Cindy explained that the Regional shows for 2010 were in districts 1, 3 and 5. All three have new District representatives. Randy is still determining the location; Ann would like the Big E. Dan did not attend – no location suggested.
Annual meeting for 2010 – needs to be mid or south – Jane suggested Mountain State Fair in Fletcher, NC, and another suggestion was Louisville.
Randy moved to have the 2010 annual meeting at the Mountain State Fair, Fletcher, NC. - Jane seconded. A roll call vote was asked for – Ann – no, Randy – yes, Charlene – no, Ken – abstain, Jane – yes, Chris – yes, Carol – yes, Margaret – yes, Ron – yes. The motion carried.
National Show and Sale in 2011 – Ken moved the National Show and Sale in 2011 be at the Big E in Springfield, Mass. Ann seconded. The motion carried. Cindy asked that the Secretary provide the 2010 Annual meeting and 2011 National Show and Sale information to the webmaster for inclusion on the web site.
Ron motioned to move that all Board of Director meetings are to be audio taped by the President and Secretary. There shall be two copies of the audio taped meetings. One is to be used by the Secretary to prepare Board meeting minutes. The second audio tape is to be held by the President until meeting minutes are approved and published. When meeting minutes are approved and published both copies are to be erased or destroyed. Margaret seconded. There was discussion. A roll call vote was taken – Chris – yes, Carol – yes, Margaret – yes, Ron – yes, Ann – yes, Randy – yes, Charlene – yes, Ken – yes, Jane – yes. The motion carried.
Our Federal Tax Code status as a 501C was discussed. We are listed currently as a charitable organization. We need confirmation that we are or not so qualified so that the members can be notified that their donations can or cannot be tax deductable as was announced some time ago at an annual meeting. Jane, Ann and Ken volunteered to look into it and report back at the next meeting.
Form 990 is due the end of September – Board has to be aware of contents of the 990 (new form change).
Computerized financial program – held until By-Laws change voted on as Margaret needs to leave for home.
Chris – By-Laws change: Motion
Under Article VII Officers
Section 1 Prescribed Officers, Selection
Strike sentences 3, 4, and 5 which state, “The positions of the Secretary and Treasurer shall be subject to a 2/3 vote of the entire Board. Once the Secretary and Treasurer are selected, they shall remain in office until terminated by a 2/3 vote of the entire board or upon resignation. The Secretary and Treasurer shall have reporting responsibilities to the President.”
Replace with:
The Secretary and Treasurer shall be elected annually by the board of Directors. At any time the Secretary and Treasurer may be terminated by a majority vote of the entire Board of Directors. The Secretary and Treasurer shall have reporting responsibility to the President.
Carol seconded. There was discussion. A roll call vote was taken and the motion passed unanimously.
Computerized financial program – Chris
Motion – Effective 10/1/2009 ARBA will convert from hand written ledger practices to Quick Books – a computerized accounting software package. The Board of Directors authorizes the purchase and installation of the most recent version of Quick Books that will work with the operating system of the ARBA computer. This is to be done as soon as possible so that the Secretary is familiar with the program and can begin use for ARBA financials on or before 10/1/2009. Jane (or Carol?) seconded. There was discussion. The motion passed unanimously.
Randy reported he had received several suggestions from JoAnn Mast. JoAnn suggesed on how to cut costs and save time and labor regarding the Ramblings publication. Currently she travels to Grants Pass to have the Ramblings printed. She would like to have it done in Myrtle Point. Printing 18 pages X 500 copies the cost would be $360 per issue. Her prep and mailing is $325. She would need a bulk mailing permit from Myrtle Point.
It was moved by Carol that the Board give JoAnn Mast the authority to have the Ramblings printing moved to the new printer in Myrtle Point and to purchase a new bulk mailing permit. Seconded by Ann. The motion passed.
Ron suggested that we try to eliminate multiple copies of the Ramblings being sent to a single address (unless requested by the member).
Randy also mentioned that JoAnne suggested we review the districts to better distribute the numbers.
Randy moved to establish a committee to investigate redistricting. Ken amended the motion to establish a committee, appointed by the Board, to investigate redistricting. Ann seconded the motion carried unanimously.
Ken moved that the Board appoint Charlene, Carol and Jane to a committee to investigate redistricting. Ann seconded – the vote was unanimous.
JoAnn also suggested that at National Shows we divide lamb classes into fall, winter and spring and split yearling ewe classes into two. This would facilitate smaller classes making it easier for the judge and participants.
Ann mentioned that all three new Directors have either a Regional, National or both coming up – where did they go for information on how to put these things on?
Chris volunteered to put two packets together – one for Regional and one for National Shows to provide an outline to Board members and committee’s that put these on. Cindy, Jane, Kim (Jane volunteered her daughter Kim Caulfield) and Ann will work with Chris.
Additional business –
Interim Treasurer – not acted on at this time.
Cindy would like to put out a letter or postcard to the membership. Carol could print and mail a postcard by the end of the week. Ann to put together for Cindy to review and send to BOD members.
Ken reviewed his assignments:
1. Get Jean’s written resignation – signed and dated.
2. Ask her to rewrite the June 11th minutes which she indicated she would at the Old BOD meeting.
Ron – question – do we want an off year sale at Springfield in 2010? There was discussion.
Charlene moved – to forgo the Romney Specialty sale in Springfield, Ill.
Ron seconded. The vote carried unanimously.
Ron received an email from the Plank Family asking the BOD to consider the Romney youth participation in the All American Junior Show. The youth committee will consider and report back next meeting.
Regarding the motion and voting on Friday night at the Annual meeting –
Cindy has contacted an attorney. She asked if anyone had the ballots from the count done at the meeting. Ken and Charlene said no.
Jane mentioned that she has someone who puts on the Tenn. State Fair and does the Brown Swiss and other registries that might be able to step in during the interim.
Carol said that Friday night vote violated Article VII, Section 5 of our By-Laws.
Cindy asked if anyone had a copy of the motion Sue Barker made at the meeting. Cindy was allowed to look at it at the Friday meeting but it was taken back. Ken provided a copy.
The motion as presented by Sue Barker 8/7/09 reads – I move that the registrar position of Romney sheep in the American Romney Breeders Association be moved to Associated Sheep Registries under the direction of Karey Claghorn for the next two years beginning upon completion of the current secretary/treasurers term. The process of registrations will be under the direction of the ARBA Secretary however all registrations and payment of those registrations will be handled by Associated Sheep Registries. This motion cannot be changed or deleted without the vote of the entire membership at an annual meeting.
Transfer of the registry information will be handled by Jean Kamenicky directly to Associated Sheep Registries so there will be no interruption of registrations for the membership.
Carol moved that the Board not accept as valid the motion passed at the Annual Meeting, 7 August 2009 moving ARBA’s registry to a professional system for a period of 2 years. The motion is not valid based on the fact that it violates our By-Laws Articles IV Section 1&6 and Article VI. In addition the Board does not know how many members were present and does not know that the votes cast were made by eligible members.
Second by Chris
There was discussion and call for a roll call vote: Charlene – no, Ken – no, Randy – yes, Ann – yes, Ron – yes, Carol – yes, Chris – yes, Jane – yes. The motion passed
Ron announced the Morris Culver fund received donations of $320.00 collected at the Annual Meeting.
Ann moved that the Board investigates, by August 21,2009, the action that was voted on at the 2009 Annual Meeting re: the transition to a professional breed registrar, and investigates and makes changes, as appropriate, to the ARBA By-Laws. This motion is being made to assure members present at that meeting that the Board’s rejection of the action was based on its violation of ARBA By-Laws and Chapter 65 of the Oregon State Statutes, and not the spirit of the motion at hand. Second by Ken. The motion passed unanimously.
Ken will contact Karey Claghorn on Monday August 10th and Venessa Warf (another registrar candidate) to get as much information, written T’s and C’s, contract copy , etc to compare the two.
Cindy said another conference call would be held on Saturday 8/22 at 7:00am PDT
Ken moved that two Board members, Ken and Ann, call Vanessa Warf and have a short interview for the new position of Secretary Registrar and report at the August 22nd conference call. Second by Ann. Motion passed unanimously.
Cindy asked Chris to call the banks and post office to determine what needed to be done to make changes.
Ken said felt that Registrations would still continue – he would talk to Jean.
Per Ken – ARBA materials and property were in storage boxes in a professional moving company. He said that there was a report from the moving company with an inventory of number of boxes – Ken would try to obtain.
Charlene moved to adjourn. Second by Ann. All in favor – motion passed and the meeting was adjourned at 2:20 pm PDT.
Respectfully submitted, Chris Bazant, Interim Secretary
APPROVED AS CORRECTED.
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