October 25th Bod Meeting Minutes

[Pennies2Cents]

BOD Meeting October 25, 2009

Present:

Sherri (Sherri)- Treasurer
Eve (Pennies2Cents)- Secretary
Jack (Txav8r)
Alex (aggman)
Bill (bstreep)
Rob (Mr. Cob)
John (Jroescher)
Jennifer (Princer7)

Absent:

Steve (BigBird123)- President
Sean (CPReefguy)- Vice President
Michael (Lonestar)

Meeting Minutes:

(I)Steve Byrd:

On this day October 25th Steve Byrd (Bigbird123) has been declared by the BOD temporarily incapacitated of completing his obligations as the President due to a leg injury while on his regular job. Until further notice is given.

Motion made: Sherri (Sherri)

2nd: John (jroescher)

All in Favor: Agreed

(II)Virtual BOD Meetings:


Amendment to Article IV, Section 3 of the by-laws.Shall read the following information listed below.

Motion by Alex (aggman)

Motioned 2nd’ by Rob (Mr. Cob)

All in favor: Agreed


ARTICLE IV – MEETINGS

Section 1. Membership Meetings

Paragraph 1: The regular membership meetings of the organization shall be held monthly.

Paragraph 2: A quorum for the conduct of the business of the organization shall consist of not less than one-fifth (1/5) of the voting membership.

Paragraph 3: Special membership meetings may be called if deemed necessary by the President, the Board of Directors or not less than one-tenth of the general voting-enabled membership.

Section 2. Meetings of the Board of Directors

Paragraph 1: The Board of Directors shall meet quarterly at the call of the President or by the request of a minimum of three Board members for the conduct of the business affairs of organization.

Paragraph 2: A two-thirds representation of the Board members shall constitute a quorum for the conduct of the business of the Board. If a meeting of the Board of Directors fails to obtain a quorum of its members, it will adjourn until a quorum is present. The fact of the adjournment and its reason shall be noted in the minutes of the Board of Directors.

Paragraph 3: When a quorum is met, each Board member is allotted a single vote per voting issue. A seventy-five percent agreement must be obtained for the passing of any proposals or decisions by the Board.

Paragraph 4: The membership is granted the right to alter or reverse any decision of the Board of Directors by a two-thirds vote from all members in good standings of the organization.


Section 3. Conducting Business by Forum Vote

Paragraph 1.

Notice of an agenda item must be posted in the Directors Forum or appropriate Membership Forum by a member of the Board of Directors and remain open for discussion for:

a. A period of no less than 5 days for Membership or,

b. A period of no less than 2 days for Board of Directors

Paragraph 2.

Upon closure by expiration of the agenda item discussion, a motion for either further discussion or a vote will be made.

Paragraph 3.

Voting shall begin only after notice of the agenda item has been provided a full discussion. The voting period shall remain open for:

a. A period of no less than 5 days for Membership

b. A period of no less than 1 day for Board of Directors

Paragraph 4.

Quorum and Majority Vote results shall be determined upon expiration of the agenda item vote. Quorum and majority shall consist of:

a.Not less than one-fifth (1/5) of all the voting membership with a simple majority vote or,

b. Not less than two-thirds (2/3) of all the Board of Directors with a seventy-five percent majority vote.

Paragraph 5.

Votes will be certified only upon expiration of the poll with the quorum count and final poll results being stated. Results and effective date of certified vote will be added to the meeting minutes at the next scheduled meeting.

(III)Non-Profit Status:

Received a letter from the Department of Treasury requesting more information for approval of 5013C application. A response is needed prior to November 6, 2009. A motion has been made to allow for the following information be used as our response.

“ Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.”

Motioned: Eve (Pennies2Cents)

2nd: Jack (Txav8r)

All in favor: Agreed


(IV)BOD MEMBER DISMISSAL:

Michael Metts (Lonestar)

The BOD members present during this meeting have unanimously agreed that Michael Metts (Lonestar) be removed from the BOD due to his lack of participation in meetings, director discussions and failure to respond when contacted by other members of the BOD. A unanimous decision of the complete BOD including those absent needs to be met prior to his removal. Further Discussions will be held and voted upon.

[Pennies2Cents]

(I)Family Memberships Approval:

Motion by Jack (Txav8r)

2nd: By John (jroescher

All in favor: Agreed


Section 4. Membership Dues

Paragraph 1:

The members of the organization will be subject to the annual dues effective January 1, 2010. The bylaws are still currently under strict review and will be amended after a complete discussion & vote.
·

$25 Individual Membership
·

$40 Married Couple Membership

$50 Family Membership up to 3 members. Married Couple plus Dependant (age 13 to 18)
$5 per additional member added to Family Membership. Must be residing at the same principal residence.
Proof of residency is required.
All membership cards will be issued once the application and payment is received in full.
·Each adult member receives 1 card & 1 vote with full name printed on card.
·Each Dependant receives 1 membership card with full name printed on card.
·No refunds will be given on previous paid accounts as stated in the By Laws.


Paragraph 2:

All membership dues are for a period of 1 year and renew on the respected anniversary date unless otherwise stated. Sponsor/Commercial Membership dues are renewable at the start of the fiscal year.

Paragraph 3:

Failure to pay the yearly membership dues will result in cancellation of specified membership in the organization. Individual Memberships will default to Web Member status.


Paragraph 4:

No refunds will be made.

Section 5.

Membership Status

Paragraph 1: Termination of any Membership –

The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel any member for cause upon review by the board. Any act that is deemed detrimental to the benefit of the organization is grounds for cause.


Paragraph 2: Reinstatement –

Any former member, who left the organization in good standing, wishing to join again, may do so by completing a membership application and paying the yearly membership dues. Any member who was not in good standing should submit their membership application to the Board for approval. The Board of Directors, by affirmative vote of two-thirds of all the members of the Board must approve of the reinstatement.


Paragraph 3: Transfer of Membership –

Membership in this organization is not transferable or assignable.

(I)Moderators Needed:

The following charter members will be asked to join our Moderating team.
(a)RayAllen


(b)Scorpino-Erik

Jack (Txav8r) is to notify them of our request and will report back to the BOD on the status of their acceptance.


(II)Window Decals:

Announcement will be made to all web & charter members that window decals are now available. The decals will be available at any of our member meetings. The next scheduled meeting is set for November 15, 2009

(a)Charter Members- allowed 1 free decal + 1 @ $2.00 Limit 2
(
b)Web Members- $2.00 limit (1)

(III)Sponsorship & Speaker Contracts

Any and all contracts created for the purpose of TMAC & MAAST Sponsorships are to include 2 BOD Members, specifically (1) Officer being the Treasurer and 1 Director.

Motioned by Eve (Pennies2Cents)

2nd: Rob (Mr. Cob

All in favor: Agreed

(IV)TMAC STATUS:

Alex (aggman) is currently in charge of working on the tentative dates for the event as well as contacting potential guest speakers. He will report to the BOD with all information obtained from hotels, speakers, vendors etc.

(V)TMAC Website:


Rob (Mr. Cob) is heading up the TMAC website. Coming Soon!


(VI)Larger Storage Unit:

Still Topic of Online Discussion but as of today October 25th. However, We the BOD agree that a larger unit is not necessary and we will remain with the current storage unit until further notice and/or the contract is expired.


(VII)Moderating Guidelines:

BOD & MODERATOR Morale:

The moderating guidelines & BOD morale will be discussed in further detail in an online discussion with all BOD members present. More details to come once the guidelines have been approved and voted on by the Board of Directors. (John’s Law)

(VIII)Sponsorship Committee Guidelines:

The Sponsorship Guidelines will be discussed in further detail in an online discussion with all BOD Members present. More details to come once the guidelines have been created, approved and voted on by the Board of Directors.

(IX)Events Coordinator Guidelines:

The Events Coordinator Guidelines will be discussed in further detail in an online discussion with all BOD members present. More details to come once the guidelines have been created, approved and voted on by the Board of Directors.

(X)Expired Gift Certificates:

MAAST currently has (2) $50.00 Gift Certificates to one of our Sponsors Pacific East Aquaculture that will be expiring on October 31, 2009. Due to the expiration date fast approaching we the Board of Directors has agreed to purchase coral and to give it away as door prizes at our regular member meetings.

Motioned By Jack (Txav8r)

2nd by Sherri

All in favor: Agreed


(XI)Feedback Forums:

The requested feedback forums will be discussed in further detail in an online discussion with all BOD members present. More details to come once it has been discussed and voted on by the Board of Directors.

[Pennies2Cents]

(XII)Events Coordinator:
Kristy of (Mike & Kristy) has offered her time to help out as Events Coordinator effective immediately.

Motioned by Eve (Pennies2Cents) to allow Kristy as Events Coordinator?
2nd: Sherri
All in Favor: Agreed
Welcome Kristy! J

(XIII)MAAST BUISINESS:

All business addressed & voted in previous years beginning January 1, 2008 to the present day of October 25, 2009 that were not met by a quorum either online or in person are to be made effective immediately.

Motioned by: Bill (BStreep)
2nd: Alex (aggman)
All in favor: Agreed

(XIV)Financial totals

$ 620.37 PayPal Account
$2,465.53 Checking Account
$2,423.31 Savings Account
$6,709.69 CD Account

$12,218.90 TOTAL

Meeting Adjourned

[JimD]

What exactly does this mean?

"All business addressed & voted in previous years beginning January 1, 2008 to the present day of October 25, 2009 that were not met by a quorum either online or in person are to be made effective immediately."

[Bill S]

Jim,

Good question.

Recently it was noted that only one of the Board of Director's Meetings since February of 2008 met the Bylaws required Quorum of 2/3 of the Board Members. As well, club business was conducted "on line", which was not specifically permitted by the Bylaws. Nor were all of these votes conducted with the 3/4 vote of the present Board Members, also as required by the Bylaws.

This put the Club in quite a bit of a quandary. Rules (Robert's) and case law indicate that if a quorum is not met, these meetings, essentially, didn't happen. And as online meetings aren't specifically permitted in the Bylaws, they didn't "happen" either.

There is, apparently, a difference between quorums and subsequent voting. Votes that are taken at a legal meeting but didn't meet the 75% number, are actually OK, as it should have been brought up as a "point of order", and since it was not, the vote result stands. A lack of quorums, on the other hand, must be retroactively unwound. All business at those meetings was effectively, null and void.

We asked, on a Robert's Rules forum, how we could/should rectify the situation. This was the simplest proposed solution. Understandably, this also lets the Club move on without a lot of finger pointing about how this happened, and arguments about specific votes that were taken and now retaken.

As an additional note, this section of the Forum is usually "locked". Jim's a moderator, and was therefore able to post his question in this Forum. Since he did, the Board felt that this particular thread should be unlocked for additional questions or comments.

The above IS my opinion/statement as a Board Member!

[JimD]

First off, let me offer an apology for not noticing that the thread was locked, it wasnt my intention to override the thread lock. Secondly, thanks for the explaination, can you be more specific as to which items of interest were voted on with an insufficiant quarum?

"A lack of quorums, on the other hand, must be retroactively unwound. All business at those meetings was effectively, null and void."

"

[Bill S]

Jim,

The primary reason I posted about the lock/unlock was so that others reviewing this thread would not look at this thread and think "uh oh - they locked another thread". The apology and intention are noted - that's exactly what we all though.

As you know, I'm new on the Board. As you can see from the above, Eve takes and posts detailed minutes. If you will go and review prior Board Meeting minutes, it's easy to see which meetings had a quorum, and which ones didn't (2/3 of the Board must be present). Records of the votes are in the minutes. Several of the newer Board Members, myself included, have asked if one of the other longer serving Board Members can respond more completely- so keep posted.

[BIGBIRD123]

Jim,
What this means is that there were mistakes made in interpretation of the by-laws and quorums not met in past meetings and to take care of these , a decision had to be made to take MAAST forward, otherwise a lot of decisions, which includes several BOD members positions would be null and void. The by-laws are being revised, re-written and clarified to eliminate these indiscretions in the future.

I hope this clarifies everything.