Jefferson Clemente Foundation
June Board Meeting Minutes (6/14/11)
Attendees:
Rick Sepler, Juele Dalzell, Jennifer James Wilson, Deborah Stinson, Laurie Meyer, Lela Hilton, Paula Hill
Approval Previous Minutes
Move to approve Juele
Seconded Jennifer and approved
Updates:
Grants: various new grants to be determined ($7500 awarded from Humanities WA)
Jennifer Higher Ed approached Clemente to partner with Matt Lyons Project
Film: DVD is complete!
Perfect complement for House party screening
202 Building: update from Rick on Friends of Ft Worden
Public City Council meeting mid-July
Remind Michelle Sandoval and other Council members to secure Agreement (access to rent-free facility)
2 years to completion
New Bookkeeper: Kelly DeWyse
Paula motioned Lela open new PO Box under Jefferson Clemente Foundation
Rick second
All in favor and approved
Motion to change bank from Union Bank to First Federal (from previous Minutes) change address to PO Box
All approved
New classrooms: WSU, YMCA, Fire Station Conference Room (facility must have access as well as opportunity for child care)
New Projects Update
Mar Vista-Humanities WA?
Quilcene
Chimacum
Purdy
Fundraising and Board Development: Map out for generating Grant for Board Development
Other Items:
Deborah Stinson is resigning from the Board
Jennifer will ask Rotary to consider getting Clemente on the Program
All Board Members are to invite new Board Member candidate to the next Board meeting to create a FUNDRAISING Board.(Jennifer, Rick and Paula volunteered to create a Fundraiser for the near future to get immediate funding.)
Paula motioned Lela open new PO Box under Jefferson Clemente Foundation
Rick second
All in favor and approved
5 minute DVD ready for showing
Next meeting-bring candidates
Fundraising
Reception/Salon Sub Committee ($5,000-$10,000)
Business Plan and new Budget needed ($75,000)
Board Member skills/experience to consider:
Fundraising
Technical Knowledge
Geographical Mix
Social Standing in Community
Grant Writing
Minutes for April, 2011
Meeting: 4/13/2011
Attendees: Quorum
Juele Dalzell
Jennifer James-Wilson
Deborah Stinson
Paula Hill
Lela Hilton
Rick Sepler
Willene Jaqua (New Brd Member?)
Minutes approved on-line
New Business- Lela Hilton
Update on Graduating Class (12 students, 3 credits due to short program)
Update on Work Plan:
Action Items for JCEF Strategic Plan:
Girls’ Circle success (for 15 yo’s and older)
Lela will follow-up with Carrie after Course Evaluation
HS Risk Teens Program
Ongoing Mar Vista Students
Lela will follow-up with Craig Downs on Camp Jefferson
Dove House Course (6 weeks)
Jefferson Mental Health possibilities
Increase Sustainability
Goddard College is a possible alternate to Bard
Hand Out Fooles and Fricassees for posting (in need of more ticket sales)
Stated need to develop relationships as funders (City, County, OlyCap, County Jail, etc)
Need a point person for the Salons.
Jennifer to follow-up for hosting salon (Finn River Farm?) Jennifer will invite Homer to Salon
Holistic Approach to the Community-offer RFP’s for community funding to Senior Project participants
Possible internships for the summer months
Bridge to higher education (Humanities credit Course)
Jennifer will create Speakers Bureau calendar to promote funding and educate about JCEF
Dennis Duneau will help complete film with Jim and Buzz will score it.
Paula will contact Janet Force regarding film for Film Festival (short?) in the fall.
Lecture Series-need someone to take this on.
Financial Report: Lela agrees to email Financial Statement and new Budget.
Changing Banks:
Juele motioned to investigate a change in bank,
Deborah second,
all in favor and
Approved
Rick will contact First Federal for their account benefits
Paula will contact Quimper for same
990 (IRS return) need to change name on account
Andie Mackie-demand check (see Old Business below)
KPTZ Sponsorship-$250 (nice idea and could be a pitch for specific funding need)
Grants out:
Humanities WA
Family Grants
Lucky 7
Norcliff
WAMU (Chase)
Charlotte Martin
Women’s Funding Alliance
Lela will check the Foundation List
Lela will follow up on Peninsula College Foundation Grant
Update on Advisory Group-no activity for quite some time. Need point person to take over.
All Board Members to send out emails and mention BEAN jar at The Food Co-Op
Deborah has agreed to update the Blog and sit down with Secretary to review.
Update on Danny
Lela requested all Board Members stand until replacement found.
Deborah will send Lela Matrix for Successful Board planning. What skills it will take to create a sound Board. Target variety of areas of interest/need.
Capacity Building
County Representation
Attorney (legal)
Educator
Connection to other programs as possible areas
Old Business:
Juele will meet with Superintendent of School on 11/8 and provide us with an update at the next meeting.
Sherry Hernandez, Craig Downs of Chimacum HS
Approach PT and Chimacum HS, MarVista, Pie and Alternative Programs
Work w/HS faculty to integrate humanities and targeted group of students
AP teachers will become involved in the curriculum
Identified by need
Charlotte Martin-content and pedagogy cross-pollinate
Philosophy and Literature-meet to come up w/design, grant and pilot (1 ½ year target)
Lela will provide a Director’s Report-Quarterly Report to Board (including time spent on program)
Safe Harbor-Juele will set up a meeting between Lela and Ford Kessler
Chemical Dependency Counselor-Diane Kelly
Jumping Mouse-Catherine Robinson
Dove House-
Jefferson Mental Health Counselor-Julie Archibald
A number of grants have been sent out
Before year end update from Lela
Jennifer will send out posters with mailer and request for contribution
Fundraisers-
Ideas:
Social Event
Spring
House Party
Show
Clemente Article by Scott Wilson for the Leader
Chamber Mixer
Film-DVD
U Tube
Signature Event-worthwhile agenda!
Lela will ask Rocky to start up film ad again.
DVD to be ready by January 1, 2011.
Jennifer will set up speakers schedule for Lela. (Any Board Member who has contacts affiliation with a group should let Jennifer know.)
Motion for Andie Mackie:
As of the time we ratify Bylaws, we will no longer accept donations to your Affiliation with our organization. We will pass through any funding after 12.31.2010.
Rick
Jennifer 2nd
All in favor-so moved unanimously
Laurie will provide minutes and notification to Andie Mackie.
Lela will provide a Press Release to Chamber of Commerce
Board Membership Update:
Rick moved to confirm the Board as it stands Established to continue to next year.
Next Meeting: tentative June 14th 5:30pm at Undertown
Meeting Adjourned
Attendees: Quorum
Juele Dalzell
Jennifer James-Wilson
Deborah Stinson
Paula Hill
Lela Hilton
Rick Sepler
Willene Jaqua (New Brd Member?)
Minutes approved on-line
New Business- Lela Hilton
Update on Graduating Class (12 students, 3 credits due to short program)
Update on Work Plan:
Action Items for JCEF Strategic Plan:
Girls’ Circle success (for 15 yo’s and older)
Lela will follow-up with Carrie after Course Evaluation
HS Risk Teens Program
Ongoing Mar Vista Students
Lela will follow-up with Craig Downs on Camp Jefferson
Dove House Course (6 weeks)
Jefferson Mental Health possibilities
Increase Sustainability
Goddard College is a possible alternate to Bard
Hand Out Fooles and Fricassees for posting (in need of more ticket sales)
Stated need to develop relationships as funders (City, County, OlyCap, County Jail, etc)
Need a point person for the Salons.
Jennifer to follow-up for hosting salon (Finn River Farm?) Jennifer will invite Homer to Salon
Holistic Approach to the Community-offer RFP’s for community funding to Senior Project participants
Possible internships for the summer months
Bridge to higher education (Humanities credit Course)
Jennifer will create Speakers Bureau calendar to promote funding and educate about JCEF
Dennis Duneau will help complete film with Jim and Buzz will score it.
Paula will contact Janet Force regarding film for Film Festival (short?) in the fall.
Lecture Series-need someone to take this on.
Financial Report: Lela agrees to email Financial Statement and new Budget.
Changing Banks:
Juele motioned to investigate a change in bank,
Deborah second,
all in favor and
Approved
Rick will contact First Federal for their account benefits
Paula will contact Quimper for same
990 (IRS return) need to change name on account
Andie Mackie-demand check (see Old Business below)
KPTZ Sponsorship-$250 (nice idea and could be a pitch for specific funding need)
Grants out:
Humanities WA
Family Grants
Lucky 7
Norcliff
WAMU (Chase)
Charlotte Martin
Women’s Funding Alliance
Lela will check the Foundation List
Lela will follow up on Peninsula College Foundation Grant
Update on Advisory Group-no activity for quite some time. Need point person to take over.
All Board Members to send out emails and mention BEAN jar at The Food Co-Op
Deborah has agreed to update the Blog and sit down with Secretary to review.
Update on Danny
Lela requested all Board Members stand until replacement found.
Deborah will send Lela Matrix for Successful Board planning. What skills it will take to create a sound Board. Target variety of areas of interest/need.
Capacity Building
County Representation
Attorney (legal)
Educator
Connection to other programs as possible areas
Old Business:
Juele will meet with Superintendent of School on 11/8 and provide us with an update at the next meeting.
Sherry Hernandez, Craig Downs of Chimacum HS
Approach PT and Chimacum HS, MarVista, Pie and Alternative Programs
Work w/HS faculty to integrate humanities and targeted group of students
AP teachers will become involved in the curriculum
Identified by need
Charlotte Martin-content and pedagogy cross-pollinate
Philosophy and Literature-meet to come up w/design, grant and pilot (1 ½ year target)
Lela will provide a Director’s Report-Quarterly Report to Board (including time spent on program)
Safe Harbor-Juele will set up a meeting between Lela and Ford Kessler
Chemical Dependency Counselor-Diane Kelly
Jumping Mouse-Catherine Robinson
Dove House-
Jefferson Mental Health Counselor-Julie Archibald
A number of grants have been sent out
Before year end update from Lela
Jennifer will send out posters with mailer and request for contribution
Fundraisers-
Ideas:
Social Event
Spring
House Party
Show
Clemente Article by Scott Wilson for the Leader
Chamber Mixer
Film-DVD
U Tube
Signature Event-worthwhile agenda!
Lela will ask Rocky to start up film ad again.
DVD to be ready by January 1, 2011.
Jennifer will set up speakers schedule for Lela. (Any Board Member who has contacts affiliation with a group should let Jennifer know.)
Motion for Andie Mackie:
As of the time we ratify Bylaws, we will no longer accept donations to your Affiliation with our organization. We will pass through any funding after 12.31.2010.
Rick
Jennifer 2nd
All in favor-so moved unanimously
Laurie will provide minutes and notification to Andie Mackie.
Lela will provide a Press Release to Chamber of Commerce
Board Membership Update:
Rick moved to confirm the Board as it stands Established to continue to next year.
Next Meeting: tentative June 14th 5:30pm at Undertown
Meeting Adjourned
Minutes - Nov 6, 2010
Minutes 11/06/2010
Attendees: (Quorum)
Lela Hilton
Rick Sepler
Cammy Brown
Laurie Meyer
Deborah Stinson
Juele Dalzell
Jennifer James Wilson
Paula Hill
May Minutes needed!
Motion to approve April minutes-Juele
Laurie seconded and vote was unanimous
New Business- Lela Hilton
How to change the name-Articles of Incorporation to:
Jefferson Clemente Foundation
Language change to reflect our mission
The Mission of the Jefferson County Education Foundation is: To collaborate with other jurisdictions, agencies and businesses, to develop educational programs and resources for hard to serve populations.
Goals Statement:
(a) Enhance the educational and career opportunities of hard to serve populations;
(b) Develop, implement and fund innovative educational programs in cooperation with the public and private schools, agencies, institutions of higher educations and businesses;
(c) Enhance the training and education of present and future labor force to the benefit of public and private employers and their employees.
Motion to change names as stated-Juele
Laurie seconded
All in favor-unanimous
Laurie will send to Attorney General with the $20 fee.
Foundation Directors to remain the same
Motion to approve the amended articles as discussed-Deborah
Paula seconded
All in favor-unanimous
Propose 2nd action to include Andie Mackie
Adherence to Bylaws
Motion to accept amended Bylaws-Rick
Juele seconded
All in favor-unanimous
Motion to approve as presented-Juele
Deborah seconded
All in favor-unanimous
So moved
After reviewing and officers signing Bylaws, Laurie will take care of sending proper paperwork to Secretary of State’s Office. Original will be kept with other documents.
Upon Cammy Brown’s signing, document will become official.
Deborah has agreed to update the Blog and sit down with Secretary to review.
Strategic Plan-Lela
Update
Juele will meet with Superintendent of School on 11/8 and provide us with an update at the next meeting.
Sherry Hernandex, Craig Downs of Chimicum HS
Approach PT and Chimicum HS, Marvista, Pie and Alternative Programs
Work w/HS faculty to integrate humanities and targeted group of students
AP teachers will become involved in the curriculum
Identified by need
Charlotte Martin-content and patagogie cross-pollinate
Philosophy and Literature-meet to come up w/design, grant and pilot (1 ½ year target)
Lela will provide a Director’s Report-Quarterly Report to Board (including time spent on program)
Safe Harbor-Juele will set up a meeting between Lela and Ford Kessler
Chemical Dependency Counselor-Diane Kelly
Jumping Mouse-Catherine Robinson
Dove House-
Jefferson Mental Health Counselor-Julie Archibald
A number of grants have been sent out
Before year end update from Lela
Jennifer will send out posters with mailer and request for contribution
Fundraisers-
Ideas:
Social Event
Spring
House Party
Show
Clemente Article by Scott Wilson for the Leader
Chamber Mixer
Film-DVD
U Tube
Signature Event-worthwhile agenda!
Lela will send a letter to Rick to review to print out on letterhead.
If Lela is using her cell phone to do Clemente business, the bill will be reimbursed. Lela will turn in cell phone bills from January 2010 for reimbursement.
Lela will provide 20 thank you cards to each Board Member.
Lela will ask Rocky to start up film ad again.
DVD to be ready by January 1, 2011.
Jennifer will set up speakers schedule for Lela. (Any Board Member who has contacts affiliation with a group should let Jennifer know.)
Motion for Andie Mackie:
As of the time we ratify Bylaws, we will no longer accept donations to your Affiliation with our organization. We will pass through any funding after 12.31.2010.
Rick
Jennifer 2nd
All in favor-so moved unanimously
Laurie will provide minutes and notification to Andie Mackie.
Treasurers Report: Laurie
Bookkeeping Item: Laurie will direct Candy to specify miscellaneous expenses and income. They must be broken down for futher clarification by category.
Update on 2011 Course by 12/1/2010 from Lela
Lela will provide a Press Release to Chamber of Commerce
Board Membership Update:
Rick moved to confirm the Board as it stands Established to continue to next year.
Paula 2nd
All in favor-so moved unanimously
New Board Memberships inviting two additional members
Up to “5” Directors at Large adjustment
Meeting Adjourned
Attendees: (Quorum)
Lela Hilton
Rick Sepler
Cammy Brown
Laurie Meyer
Deborah Stinson
Juele Dalzell
Jennifer James Wilson
Paula Hill
May Minutes needed!
Motion to approve April minutes-Juele
Laurie seconded and vote was unanimous
New Business- Lela Hilton
How to change the name-Articles of Incorporation to:
Jefferson Clemente Foundation
Language change to reflect our mission
The Mission of the Jefferson County Education Foundation is: To collaborate with other jurisdictions, agencies and businesses, to develop educational programs and resources for hard to serve populations.
Goals Statement:
(a) Enhance the educational and career opportunities of hard to serve populations;
(b) Develop, implement and fund innovative educational programs in cooperation with the public and private schools, agencies, institutions of higher educations and businesses;
(c) Enhance the training and education of present and future labor force to the benefit of public and private employers and their employees.
Motion to change names as stated-Juele
Laurie seconded
All in favor-unanimous
Laurie will send to Attorney General with the $20 fee.
Foundation Directors to remain the same
Motion to approve the amended articles as discussed-Deborah
Paula seconded
All in favor-unanimous
Propose 2nd action to include Andie Mackie
Adherence to Bylaws
Motion to accept amended Bylaws-Rick
Juele seconded
All in favor-unanimous
Motion to approve as presented-Juele
Deborah seconded
All in favor-unanimous
So moved
After reviewing and officers signing Bylaws, Laurie will take care of sending proper paperwork to Secretary of State’s Office. Original will be kept with other documents.
Upon Cammy Brown’s signing, document will become official.
Deborah has agreed to update the Blog and sit down with Secretary to review.
Strategic Plan-Lela
Update
Juele will meet with Superintendent of School on 11/8 and provide us with an update at the next meeting.
Sherry Hernandex, Craig Downs of Chimicum HS
Approach PT and Chimicum HS, Marvista, Pie and Alternative Programs
Work w/HS faculty to integrate humanities and targeted group of students
AP teachers will become involved in the curriculum
Identified by need
Charlotte Martin-content and patagogie cross-pollinate
Philosophy and Literature-meet to come up w/design, grant and pilot (1 ½ year target)
Lela will provide a Director’s Report-Quarterly Report to Board (including time spent on program)
Safe Harbor-Juele will set up a meeting between Lela and Ford Kessler
Chemical Dependency Counselor-Diane Kelly
Jumping Mouse-Catherine Robinson
Dove House-
Jefferson Mental Health Counselor-Julie Archibald
A number of grants have been sent out
Before year end update from Lela
Jennifer will send out posters with mailer and request for contribution
Fundraisers-
Ideas:
Social Event
Spring
House Party
Show
Clemente Article by Scott Wilson for the Leader
Chamber Mixer
Film-DVD
U Tube
Signature Event-worthwhile agenda!
Lela will send a letter to Rick to review to print out on letterhead.
If Lela is using her cell phone to do Clemente business, the bill will be reimbursed. Lela will turn in cell phone bills from January 2010 for reimbursement.
Lela will provide 20 thank you cards to each Board Member.
Lela will ask Rocky to start up film ad again.
DVD to be ready by January 1, 2011.
Jennifer will set up speakers schedule for Lela. (Any Board Member who has contacts affiliation with a group should let Jennifer know.)
Motion for Andie Mackie:
As of the time we ratify Bylaws, we will no longer accept donations to your Affiliation with our organization. We will pass through any funding after 12.31.2010.
Rick
Jennifer 2nd
All in favor-so moved unanimously
Laurie will provide minutes and notification to Andie Mackie.
Treasurers Report: Laurie
Bookkeeping Item: Laurie will direct Candy to specify miscellaneous expenses and income. They must be broken down for futher clarification by category.
Update on 2011 Course by 12/1/2010 from Lela
Lela will provide a Press Release to Chamber of Commerce
Board Membership Update:
Rick moved to confirm the Board as it stands Established to continue to next year.
Paula 2nd
All in favor-so moved unanimously
New Board Memberships inviting two additional members
Up to “5” Directors at Large adjustment
Meeting Adjourned
Articles of Incorporation - as of Nov 6, 2010
Filed State of Washington
September 26, 1990
Ralph Munro
Secretary of State
Filed for Record at Request or:
John M. Vincent, Attorney at Law
When Filed Return to:
Jefferson Clemente Foundation
c/o John M Vincent, Attorney at Law
11650 Highway 20
Port Townsend WA 98368
Articles of Incorporation
OF
Jefferson Clemente Foundation
Know All MEN BY THESE PRESENCE: That we, the undersigned persons of the age of 18 years or more, as incorporators of a corporation under the provisions of the Washington Non-profit Corporation Act, Ch. 24.03.RCW, adopt the following Articles of Incorporation for the following named corporation:
Article 1
NAME
The name of the corporation shall be JEFFERSON CLEMENTE FOUNDATION.
Article 11
DURATION
The period of existence shall be perpetual.
Article III
BUSINESS AND PURPOSE
1. This corporation is organized exclusively as an educational foundation within the meaning of the Section 501©(3) of the Internal Revenue Code of 1986, as amended or recodified from time to time, and to
(a) Enhance the educational and career opportunities of all Jefferson County residents;
(b) To develop, implement and fund innovative and/or educational programs in cooperation with public and private schools, agencies and businesses;
(c) To enhance the training and education of Jefferson County’s present and future labor force to the benefit of public and private employers and their employees.
2. To purchase, acquire, improve, develop, establish, operate and maintain suitable quarters to house the offices of the corporation or to lease appropriate quarters for such purposes.
3. To take such action as the corporation may deem necessary, desirable or proper to carry out each of the purposes stated in Paragraph 1.
4. To exercise such powers as are prescribed in RCW 24.03 Washington Statues and to effect any and all of the purposes for which this corporation is organized as herein before enumerated.
ARTICLE IV
DIRECTORS
The number of directors of this corporation shall be fixed by the By-Laws and may be increased or decreased form time to time in the manner specified therein. The initial Board of Directors shall consist of four (4) directors, and the names and addresses of the persons who shall serve as directors until the first annual meeting of the membership and until their successors are elected and qualified unless they resign or are removed are:
Richard D’Agostino 1413 Rose, Port Townsend, WA
Victor Dirksen, 909 Maple, Port Townsend, WA
Bruce McComas, 830 Gise, Port Townsend, WA
Brad Maier, 2020 Ninth Street, Port Townsend, WA
ARTICLE V
MEMBERSHIP
The eligibility for the rights and privileges of membership as well as the method of expulsion shall be prescribed by the By-laws.
ARTICLE VI
NON-PROFIT STATUS
The corporation is a nonprofit corporation formed under RCW 24.03. Washington Statutes, and shall not have or issue shares of stock. No dividends shall be paid. No part of the income of the corporation shall be contributed or distributed to its members, directors or trustees or officers.
The corporation may, but shall not be required to pay compensation in a reasonable amount to members, directors, and/ or trustees or officers for services rendered and may confer benefits upon its members in conformity with its purposes.
Notwithstanding any other provisions of these Articles, the corporation shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal Income Tax under the provisions of Section 501© (3) of the Internal Revenue Code of l986, as the same may be amended or recodified from time to time.
ARTICLE VII
EXEMPT ORGANIZATION UNDER SECTION 501©(3) OF THE INTERNAL REVENUE CODE
No part of the net earnings of this corporation shall inure to the benefit of any member of individual. The corporation may be dissolved with the assent given in writing by not less than two-thirds of the membership. Upon dissolution of the corporation, other than incident to merger or consolidation, the assets of the corporation shall be dedicated to any other organization which is an “exempt organization” as defined in Section 501© (3) of the Internal Revenue Code of 1986, as now or hereafter amended, to be used for purposes similar to those for which this corporation was formed. In the event such dedication is refused acceptance, such assets shall be granted, conveyed or assigned to any nonprofit corporation, association, trust or other organization to be devoted to such similar purposes.
ARTICLE VIII
POWERS OF BOARD TO AMEND BY-LAWS
The Board of Directors of this corporation shall be empowered to amend the By-Laws and the same may be changed, modified or omitted by the Board of Directors subjects, however, to the power of the members to change or repeal such By-Laws as adopted by the Board of Directors.
ARTICLE IX
AMENDMENT OF ARTICLES
This corporation reserves the right to amend or repeal these Articles by affirmative vote of the holders of two-thirds of the membership; provided, however, that in no event shall the provisions of Paragraph 1 of Article III or the provisions of Article VII be modified or amended in any manner whatsoever.
ARTICLE X
BY-LAWS
In addition to the provisions hereof the qualifications of members of this corporation, the voting and other rights and privileges of members and any other matters which may be included, as provided by statute, shall be set forth in the By-Laws of the corporation.
ARTICLE XI
INCORPORATOR
The names and addresses of the incorporators of the corporation are as follows:
Richard D’Agostino 1413 Rose, Port Townsend, WA
Victor Dirksen, 909 Maple, Port Townsend, WA
Bruce McComas, 830 Gise, Port Townsend, WA
Brad Maier, 2020 Ninth Street, Port Townsend, WA
ARTICLE XII
REGISTERED AGENT
The name and address of the registered agent is Mr. Barton A. Phillipps, 712 Washington Street, Port Townsend WA 98368. Such address shall also be the initial registered office of the corporation.
(I am still concerned about the Registered agent… ;-{} )
DATED this 20th day of September 1990.
Signed:
Richard Agostino
Victor Dirksen
Bruce McComas
Brad Maier
This should be changed, correct?
September 26, 1990
Ralph Munro
Secretary of State
Filed for Record at Request or:
John M. Vincent, Attorney at Law
When Filed Return to:
Jefferson Clemente Foundation
c/o John M Vincent, Attorney at Law
11650 Highway 20
Port Townsend WA 98368
Articles of Incorporation
OF
Jefferson Clemente Foundation
Know All MEN BY THESE PRESENCE: That we, the undersigned persons of the age of 18 years or more, as incorporators of a corporation under the provisions of the Washington Non-profit Corporation Act, Ch. 24.03.RCW, adopt the following Articles of Incorporation for the following named corporation:
Article 1
NAME
The name of the corporation shall be JEFFERSON CLEMENTE FOUNDATION.
Article 11
DURATION
The period of existence shall be perpetual.
Article III
BUSINESS AND PURPOSE
1. This corporation is organized exclusively as an educational foundation within the meaning of the Section 501©(3) of the Internal Revenue Code of 1986, as amended or recodified from time to time, and to
(a) Enhance the educational and career opportunities of all Jefferson County residents;
(b) To develop, implement and fund innovative and/or educational programs in cooperation with public and private schools, agencies and businesses;
(c) To enhance the training and education of Jefferson County’s present and future labor force to the benefit of public and private employers and their employees.
2. To purchase, acquire, improve, develop, establish, operate and maintain suitable quarters to house the offices of the corporation or to lease appropriate quarters for such purposes.
3. To take such action as the corporation may deem necessary, desirable or proper to carry out each of the purposes stated in Paragraph 1.
4. To exercise such powers as are prescribed in RCW 24.03 Washington Statues and to effect any and all of the purposes for which this corporation is organized as herein before enumerated.
ARTICLE IV
DIRECTORS
The number of directors of this corporation shall be fixed by the By-Laws and may be increased or decreased form time to time in the manner specified therein. The initial Board of Directors shall consist of four (4) directors, and the names and addresses of the persons who shall serve as directors until the first annual meeting of the membership and until their successors are elected and qualified unless they resign or are removed are:
Richard D’Agostino 1413 Rose, Port Townsend, WA
Victor Dirksen, 909 Maple, Port Townsend, WA
Bruce McComas, 830 Gise, Port Townsend, WA
Brad Maier, 2020 Ninth Street, Port Townsend, WA
ARTICLE V
MEMBERSHIP
The eligibility for the rights and privileges of membership as well as the method of expulsion shall be prescribed by the By-laws.
ARTICLE VI
NON-PROFIT STATUS
The corporation is a nonprofit corporation formed under RCW 24.03. Washington Statutes, and shall not have or issue shares of stock. No dividends shall be paid. No part of the income of the corporation shall be contributed or distributed to its members, directors or trustees or officers.
The corporation may, but shall not be required to pay compensation in a reasonable amount to members, directors, and/ or trustees or officers for services rendered and may confer benefits upon its members in conformity with its purposes.
Notwithstanding any other provisions of these Articles, the corporation shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal Income Tax under the provisions of Section 501© (3) of the Internal Revenue Code of l986, as the same may be amended or recodified from time to time.
ARTICLE VII
EXEMPT ORGANIZATION UNDER SECTION 501©(3) OF THE INTERNAL REVENUE CODE
No part of the net earnings of this corporation shall inure to the benefit of any member of individual. The corporation may be dissolved with the assent given in writing by not less than two-thirds of the membership. Upon dissolution of the corporation, other than incident to merger or consolidation, the assets of the corporation shall be dedicated to any other organization which is an “exempt organization” as defined in Section 501© (3) of the Internal Revenue Code of 1986, as now or hereafter amended, to be used for purposes similar to those for which this corporation was formed. In the event such dedication is refused acceptance, such assets shall be granted, conveyed or assigned to any nonprofit corporation, association, trust or other organization to be devoted to such similar purposes.
ARTICLE VIII
POWERS OF BOARD TO AMEND BY-LAWS
The Board of Directors of this corporation shall be empowered to amend the By-Laws and the same may be changed, modified or omitted by the Board of Directors subjects, however, to the power of the members to change or repeal such By-Laws as adopted by the Board of Directors.
ARTICLE IX
AMENDMENT OF ARTICLES
This corporation reserves the right to amend or repeal these Articles by affirmative vote of the holders of two-thirds of the membership; provided, however, that in no event shall the provisions of Paragraph 1 of Article III or the provisions of Article VII be modified or amended in any manner whatsoever.
ARTICLE X
BY-LAWS
In addition to the provisions hereof the qualifications of members of this corporation, the voting and other rights and privileges of members and any other matters which may be included, as provided by statute, shall be set forth in the By-Laws of the corporation.
ARTICLE XI
INCORPORATOR
The names and addresses of the incorporators of the corporation are as follows:
Richard D’Agostino 1413 Rose, Port Townsend, WA
Victor Dirksen, 909 Maple, Port Townsend, WA
Bruce McComas, 830 Gise, Port Townsend, WA
Brad Maier, 2020 Ninth Street, Port Townsend, WA
ARTICLE XII
REGISTERED AGENT
The name and address of the registered agent is Mr. Barton A. Phillipps, 712 Washington Street, Port Townsend WA 98368. Such address shall also be the initial registered office of the corporation.
(I am still concerned about the Registered agent… ;-{} )
DATED this 20th day of September 1990.
Signed:
Richard Agostino
Victor Dirksen
Bruce McComas
Brad Maier
This should be changed, correct?
By Laws - as of Nov 6, 2010
Jefferson Clemente Foundation
BYLAWS
Revised November 6, 2010
ARTICLE I - NAME, PURPOSE.
Section 1: The name of the organization shall be Jefferson Clemente Foundation.
Section 2: The Jefferson Clemente Foundation is organized exclusively as an educational foundation within the meaning of the Section 501 (c) (3) of the Internal Revenue for the purpose of enhancing opportunities that meet the life-long learning and employment needs of Jefferson County citizens and to develop, implement and fund innovative and/or educational programs in cooperation with public and private schools, agencies and businesses.
Section 3: Vision, Mission and Objectives Statements will be reviewed annually, or as needed / directed by the President and/or the Board of Directors.
Section 4: The foundation is committed to a volunteer board, and does not charge administrative fees.
ARTICLE II – MEMBERSHIP.
Section 1: The Board of Directors will consist of a President, Vice President, Secretary, Treasurer and up to five Directors-at-large.
ARTICLE III – MEETINGS.
Section 1: Scheduled Meetings are the annual meeting, which shall be held on the first Saturday in November and the semi annual meeting, which shall be held the last Saturday in March of each year at a time and place set by the Board of Directors.
Section 2: The President or any member of the Board of Directors may call special meetings.
Section 3: Notice of each meeting shall be given to each voting member, by email, not less than ten days before the meeting.
ARTICLE IV - BOARD OF DIRECTORS.
Section 1: The Board is responsible for overall policy and direction of the Foundation, and shall delegate responsibility for day-to-day operations. The Board shall have up to nine and not fewer than seven members with the power to vote on all matters (other than when a conflict of interest disqualifies a member from voting). The board receives no compensation other than reasonable expenses.
Section 2: Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.
Section 3: All Board members shall serve one year terms, but are eligible for re-election.
Section 4: A quorum must be attended by at least simple majority of the Board members before business can be transacted or motions made or passed.
Section 5: A special Board meeting requires that each Board member have written notice by email two weeks in advance.
Section 6: There shall be four Officers of the Board consisting of a President, Vice President, Secretary and Treasurer. Their duties are as follows:
The President shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Board to preside at each meeting in the following order: Vice-President, Secretary and Treasurer.
The Vice-President will chair committees on special subjects as designated by the Board and shall exercise the powers, authority and duties of the President in his/her absence.
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained.
The Treasurer shall make a report at each Board meeting. The Treasurer shall have the authority to write checks and make deposits in accordance with directives noted in the Minutes of Meetings. The Treasurer shall chair the Finance Committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 7: When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.
Section 8: Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has two unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
ARTICLE V – EMPLOYEES.
Section 1. Employees shall be employed or discharged by the Board of Directors. Duties of employees shall be in writing by the direction of the Board of Directors.
ARTICLE Vl – AMENDMENTS.
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
ARTICLE VII – INDEMNIFICATION.
Section 1. To the full extent permitted by the Washington Nonprofit Corporation Act, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the right of the corporation or otherwise)by reason of the fact that he is or was a director or officer of the corporation or otherwise) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, against expenses (including attorneys’ fees) judgments, fines, and amount paid in settlements actually and reasonably incurred by him in connection with such action, suit or proceeding; and the Board of Directors may, at any time approve indemnification of any other person whom the corporation has the power to indemnify under the Washington Nonprofit Corporation Act. The indemnification provided by this section shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract.
ARTICLE VIII – CONFLICT / DISCLOSURE OF INTERESTS.
Section 1. The Jefferson Clemente Foundation considers it a duty to conform to the highest ethical standards and complies with all applicable state and federal laws. To do so, officers, board members, employees, staff, students, and associated entities must either avoid conflicts of interest or disclose all conflicts of interest that arise so that the Foundation can work with the affected individual to manage, reduce, or eliminate those conflicts.
Section 2. A Conflict of Interest Review Committee shall be established which will consist of all remaining board members. The COI Committee has the responsibility and authority to (1) assess whether a potential conflict exists, (2) assess the extent of the conflict and (3) manage, reduce or eliminate the conflict based on federal and state law.
ARTICLE IX – WHISTLE BLOWER & DOCUMENT RETENTION.
Section 1. The Jefferson Clemente Foundation supports whistleblower protection rights and encourages employees to halt, report or testify about credible information on employer acts that are illegal or unhealthy, without fear of employer retaliation.
Section 2. Document Retention follows IRS regulations which depend on the action, expense, or event the document records. Some examples include: keep copies of filed tax returns indefinitely; keep all employment tax records for at least 4 years after the date that the tax becomes due or is paid, whichever is later; keep records for 3 years from the date of original return when a claim for credit or refund is filed or 2 years from the date that tax was paid, whichever is later; and for 7 years when a claim is filed for a loss from worthless securities or bad debt deduction.
ARTICLE X – REVIEW and/or AVAILABILITY OF DOCUMENTS.
Section 1. It is the intention of the Jefferson Clemente Foundation to make appropriate information, including but not limited to the Articles of Incorporation, By-laws, Corporate Minutes and 990 forms available to the public using a website and/or upon request.
Section 2. Board members are to be given the opportunity to review annual 990 statements by email prior to submission to the Internal Revenue Service.
ARTICLE XII – RACIAL NONDISCRIMINATORY POLICY
Section 1. Jefferson Clemente Foundation does not discriminate on the basis of race, ethnicity, color, creed, religion, national origin, gender, sexual orientation, age, marital status, the presence of any sensory, mental or physical disability, use of a trained guide dog or service animal by a disabled person, specially disabled veteran, veteran of the Vietnam era, recently separated veteran, and other protected veteran status in its administration of educational policies, programs or activities or employment.
These Bylaws were approved at a meeting of the Board of Directors of the Jefferson Clemente Foundation on November 6, 2010.
Signed:
JEFFERSON CLEMENTE FOUNDATION
Anna C. Brown, President
Paula Hill, Secretary
BYLAWS
Revised November 6, 2010
ARTICLE I - NAME, PURPOSE.
Section 1: The name of the organization shall be Jefferson Clemente Foundation.
Section 2: The Jefferson Clemente Foundation is organized exclusively as an educational foundation within the meaning of the Section 501 (c) (3) of the Internal Revenue for the purpose of enhancing opportunities that meet the life-long learning and employment needs of Jefferson County citizens and to develop, implement and fund innovative and/or educational programs in cooperation with public and private schools, agencies and businesses.
Section 3: Vision, Mission and Objectives Statements will be reviewed annually, or as needed / directed by the President and/or the Board of Directors.
Section 4: The foundation is committed to a volunteer board, and does not charge administrative fees.
ARTICLE II – MEMBERSHIP.
Section 1: The Board of Directors will consist of a President, Vice President, Secretary, Treasurer and up to five Directors-at-large.
ARTICLE III – MEETINGS.
Section 1: Scheduled Meetings are the annual meeting, which shall be held on the first Saturday in November and the semi annual meeting, which shall be held the last Saturday in March of each year at a time and place set by the Board of Directors.
Section 2: The President or any member of the Board of Directors may call special meetings.
Section 3: Notice of each meeting shall be given to each voting member, by email, not less than ten days before the meeting.
ARTICLE IV - BOARD OF DIRECTORS.
Section 1: The Board is responsible for overall policy and direction of the Foundation, and shall delegate responsibility for day-to-day operations. The Board shall have up to nine and not fewer than seven members with the power to vote on all matters (other than when a conflict of interest disqualifies a member from voting). The board receives no compensation other than reasonable expenses.
Section 2: Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.
Section 3: All Board members shall serve one year terms, but are eligible for re-election.
Section 4: A quorum must be attended by at least simple majority of the Board members before business can be transacted or motions made or passed.
Section 5: A special Board meeting requires that each Board member have written notice by email two weeks in advance.
Section 6: There shall be four Officers of the Board consisting of a President, Vice President, Secretary and Treasurer. Their duties are as follows:
The President shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Board to preside at each meeting in the following order: Vice-President, Secretary and Treasurer.
The Vice-President will chair committees on special subjects as designated by the Board and shall exercise the powers, authority and duties of the President in his/her absence.
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained.
The Treasurer shall make a report at each Board meeting. The Treasurer shall have the authority to write checks and make deposits in accordance with directives noted in the Minutes of Meetings. The Treasurer shall chair the Finance Committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 7: When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.
Section 8: Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has two unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
ARTICLE V – EMPLOYEES.
Section 1. Employees shall be employed or discharged by the Board of Directors. Duties of employees shall be in writing by the direction of the Board of Directors.
ARTICLE Vl – AMENDMENTS.
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
ARTICLE VII – INDEMNIFICATION.
Section 1. To the full extent permitted by the Washington Nonprofit Corporation Act, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the right of the corporation or otherwise)by reason of the fact that he is or was a director or officer of the corporation or otherwise) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, against expenses (including attorneys’ fees) judgments, fines, and amount paid in settlements actually and reasonably incurred by him in connection with such action, suit or proceeding; and the Board of Directors may, at any time approve indemnification of any other person whom the corporation has the power to indemnify under the Washington Nonprofit Corporation Act. The indemnification provided by this section shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract.
ARTICLE VIII – CONFLICT / DISCLOSURE OF INTERESTS.
Section 1. The Jefferson Clemente Foundation considers it a duty to conform to the highest ethical standards and complies with all applicable state and federal laws. To do so, officers, board members, employees, staff, students, and associated entities must either avoid conflicts of interest or disclose all conflicts of interest that arise so that the Foundation can work with the affected individual to manage, reduce, or eliminate those conflicts.
Section 2. A Conflict of Interest Review Committee shall be established which will consist of all remaining board members. The COI Committee has the responsibility and authority to (1) assess whether a potential conflict exists, (2) assess the extent of the conflict and (3) manage, reduce or eliminate the conflict based on federal and state law.
ARTICLE IX – WHISTLE BLOWER & DOCUMENT RETENTION.
Section 1. The Jefferson Clemente Foundation supports whistleblower protection rights and encourages employees to halt, report or testify about credible information on employer acts that are illegal or unhealthy, without fear of employer retaliation.
Section 2. Document Retention follows IRS regulations which depend on the action, expense, or event the document records. Some examples include: keep copies of filed tax returns indefinitely; keep all employment tax records for at least 4 years after the date that the tax becomes due or is paid, whichever is later; keep records for 3 years from the date of original return when a claim for credit or refund is filed or 2 years from the date that tax was paid, whichever is later; and for 7 years when a claim is filed for a loss from worthless securities or bad debt deduction.
ARTICLE X – REVIEW and/or AVAILABILITY OF DOCUMENTS.
Section 1. It is the intention of the Jefferson Clemente Foundation to make appropriate information, including but not limited to the Articles of Incorporation, By-laws, Corporate Minutes and 990 forms available to the public using a website and/or upon request.
Section 2. Board members are to be given the opportunity to review annual 990 statements by email prior to submission to the Internal Revenue Service.
ARTICLE XII – RACIAL NONDISCRIMINATORY POLICY
Section 1. Jefferson Clemente Foundation does not discriminate on the basis of race, ethnicity, color, creed, religion, national origin, gender, sexual orientation, age, marital status, the presence of any sensory, mental or physical disability, use of a trained guide dog or service animal by a disabled person, specially disabled veteran, veteran of the Vietnam era, recently separated veteran, and other protected veteran status in its administration of educational policies, programs or activities or employment.
These Bylaws were approved at a meeting of the Board of Directors of the Jefferson Clemente Foundation on November 6, 2010.
Signed:
JEFFERSON CLEMENTE FOUNDATION
Anna C. Brown, President
Paula Hill, Secretary
BOD Minutes - July 28, 2010
July 28, 2010
Attendees:
Deborah Stinson, Laurie Meyer, Rick Sepler, Cammy Brown, Paula Hill, Lela Hilton
(make a quorum)
New Business:
Treasurers report
Determined Treasurer will notify all Affiliates to establish their own 501C-3. Directing attention to the 30 day written notice from 12/20/09. Affiliates must be consistent with our Agreement. Those Affiliates whom have not met the Agreement by our annual meeting, (date??) their equity funds will be allocated to other programs.
"Says You" was a success!
Update from Lela on the benefit, small profit and will have another "Says You" event in the future.
Grants update
Bridge course for graduates discussed.
Short course is possible if sufficient funds are not available.
At Risk/Alternative System/Adult Model for HS students
Perception of Clemente Course
Recruitment begins in October
Decision November 1, 2010-what kind of program are we going to have this year?
Foundation-Mission
Revise Bylaws-create educational programs
Under-served/hard to serve/at risk (to be more inclusive) outside of traditional channels
Task List:
Affiliate Agreement notification (Laurie)
Redo Blog.
Choose local bank. Laurie Meyer, the Treasurer is authorized to open the bank account.
Rick to introduce Lela to Brent Shirley at First Federal Bank.
Cammy to speak with Superintendent at HS.
Juelle to meet with Sheriff regarding reading program at the jail.
Meeting adjourned.
Attendees:
Deborah Stinson, Laurie Meyer, Rick Sepler, Cammy Brown, Paula Hill, Lela Hilton
(make a quorum)
New Business:
Treasurers report
Determined Treasurer will notify all Affiliates to establish their own 501C-3. Directing attention to the 30 day written notice from 12/20/09. Affiliates must be consistent with our Agreement. Those Affiliates whom have not met the Agreement by our annual meeting, (date??) their equity funds will be allocated to other programs.
"Says You" was a success!
Update from Lela on the benefit, small profit and will have another "Says You" event in the future.
Grants update
Bridge course for graduates discussed.
Short course is possible if sufficient funds are not available.
At Risk/Alternative System/Adult Model for HS students
Perception of Clemente Course
Recruitment begins in October
Decision November 1, 2010-what kind of program are we going to have this year?
Foundation-Mission
Revise Bylaws-create educational programs
Under-served/hard to serve/at risk (to be more inclusive) outside of traditional channels
Task List:
Affiliate Agreement notification (Laurie)
Redo Blog.
Choose local bank. Laurie Meyer, the Treasurer is authorized to open the bank account.
Rick to introduce Lela to Brent Shirley at First Federal Bank.
Cammy to speak with Superintendent at HS.
Juelle to meet with Sheriff regarding reading program at the jail.
Meeting adjourned.
BOD Minutes - April 20, 2010
Attendees:
Roll Call (Quorum)
Rick Sepler
Lela Hilton
Juele Dalzell
Deborah Stinson
Laurie Meyer
Paula Hill
Cammy Brown
Minutes of the last meeting approved
Treasurer's Report by Laurie Meyer
-Laurie will email preliminary 990 (reinforce conflict of interest)
Old Business Bylaws
We must remove the affiliates first then attend to the business of updating the bylaws
Release obligations to OPWW, Andy Mackeie, Local 20/20
Seek attorney for dba issues (Cammy Brown will contact her legal resource)
Update of Clemente activities by Lela-
"Says You" at Chimacum HS
-Need additional sponsors
Grants in the works for funding (UGN and Jefferson County Community Foundation)
Community Funding Sources
-Rick will contact Jefferson County Higher Ed Committee for assistance
Potential Partners in the future (OlyCap, for example)
Fundraiser raffle tickets to sell
-Need help for raffle sales
Intern for Clemente for one year
County Fair exposure necessary (banner)
Office space available for more exposure to community?
New Business
Strategic Planning Outline hand-out by Lela
Juele will contact John Austin and Sheriff Fernande for sponsorship
Hello Everyone:
Let me know if there are any corrections or additions, please!
Roll Call (Quorum)
Rick Sepler
Lela Hilton
Juele Dalzell
Deborah Stinson
Laurie Meyer
Paula Hill
Cammy Brown
Minutes of the last meeting approved
Treasurer's Report by Laurie Meyer
-Laurie will email preliminary 990 (reinforce conflict of interest)
Old Business Bylaws
We must remove the affiliates first then attend to the business of updating the bylaws
Release obligations to OPWW, Andy Mackeie, Local 20/20
Seek attorney for dba issues (Cammy Brown will contact her legal resource)
Update of Clemente activities by Lela-
"Says You" at Chimacum HS
-Need additional sponsors
Grants in the works for funding (UGN and Jefferson County Community Foundation)
Community Funding Sources
-Rick will contact Jefferson County Higher Ed Committee for assistance
Potential Partners in the future (OlyCap, for example)
Fundraiser raffle tickets to sell
-Need help for raffle sales
Intern for Clemente for one year
County Fair exposure necessary (banner)
Office space available for more exposure to community?
New Business
Strategic Planning Outline hand-out by Lela
Juele will contact John Austin and Sheriff Fernande for sponsorship
Hello Everyone:
Let me know if there are any corrections or additions, please!
BOD Minutes - March 27, 2010
Jefferson County Education Foundation
Meeting: Saturday, March 27, 2010
Present: Laurie Meyer, Cammy Brown, Deborah Stinson, Lela Hilton, Paula Hill, Jennifer James Wilson
Roll Call: Quorum present
Changed the bylaws and ensured Board Member protection 11/3/2009.
Motion to approve the change in the minutes: Deborah Stinson
Seconded by : Paula Hill
Unanimous approval
New Board Members:
Motion to install Jennifer James Wilson as a Board Member: Laurie Meyer
Seconded by: Deborah Stinson
Approved Unanimously
Candy Snivley declined Board post and was hired as the Bookkeeper (approved via email)
Clemente Course Overview: Lela Hilton handed out Clemente Course binders including information on the Course as well as bylaws, brochures, student interview form, etc.
Salons-fundraising opportunities introduced to the Board by Lela Hilton.
• Short version of a class with assigned reading material for discussion.
• Chance to get a feel for the Socratic class.
• Opportunity to donate to JCEF.
Classes-hosted by an individual (4-6 classes on topic of host’s choice.) The tuition ($25 per class) is collected to raise funds for Course.
A discussion regarding the class held at the Unitarian Church to begin to late April/early May to gather participants and plan coursework.
Soliciting Assistance from former students may include grant writing, fund raising, etc was suggested. Paula Hill volunteered to help.
Working with other local programs for referrals is essential for our success-PT High School, Chimacum High School, Peninsula College, Boiler Room, Jefferson Education Committee, Higher Education.
Academics credit-opportunity with Running Start, Peninsula College, Antioch, Seattle University, Olympic College were mentioned.
Lela Hilton will provide Plan of Action with a Budget for Board.
We are also in need of a Business Plan, once the Action Plan is reviewed.
Treasurers Report: Laurie Meyer supplied P&L
There being no further business to discuss the meeting was adjourned at 12:00 pm.
Meeting notes taken and transcribed by:
Paula Hill
Secretary
Meeting: Saturday, March 27, 2010
Present: Laurie Meyer, Cammy Brown, Deborah Stinson, Lela Hilton, Paula Hill, Jennifer James Wilson
Roll Call: Quorum present
Changed the bylaws and ensured Board Member protection 11/3/2009.
Motion to approve the change in the minutes: Deborah Stinson
Seconded by : Paula Hill
Unanimous approval
New Board Members:
Motion to install Jennifer James Wilson as a Board Member: Laurie Meyer
Seconded by: Deborah Stinson
Approved Unanimously
Candy Snivley declined Board post and was hired as the Bookkeeper (approved via email)
Clemente Course Overview: Lela Hilton handed out Clemente Course binders including information on the Course as well as bylaws, brochures, student interview form, etc.
Salons-fundraising opportunities introduced to the Board by Lela Hilton.
• Short version of a class with assigned reading material for discussion.
• Chance to get a feel for the Socratic class.
• Opportunity to donate to JCEF.
Classes-hosted by an individual (4-6 classes on topic of host’s choice.) The tuition ($25 per class) is collected to raise funds for Course.
A discussion regarding the class held at the Unitarian Church to begin to late April/early May to gather participants and plan coursework.
Soliciting Assistance from former students may include grant writing, fund raising, etc was suggested. Paula Hill volunteered to help.
Working with other local programs for referrals is essential for our success-PT High School, Chimacum High School, Peninsula College, Boiler Room, Jefferson Education Committee, Higher Education.
Academics credit-opportunity with Running Start, Peninsula College, Antioch, Seattle University, Olympic College were mentioned.
Lela Hilton will provide Plan of Action with a Budget for Board.
We are also in need of a Business Plan, once the Action Plan is reviewed.
Treasurers Report: Laurie Meyer supplied P&L
There being no further business to discuss the meeting was adjourned at 12:00 pm.
Meeting notes taken and transcribed by:
Paula Hill
Secretary
Mission Statement - as of Nov 2010
To collaborate with other jurisdictions, agencies and businesses to develop educational programs and resources for hard to serve populations.
Goals Statement:
(a) Enhance the educational and career opportunities of hard to serve populations;
(b) Develop, implement and fund innovative educational programs in cooperation with public and private schools, institutions of higher education and businesses;
(c) Enhance the training and education of the labor force to the benefit of public and private employers and their employees.
Goals Statement:
(a) Enhance the educational and career opportunities of hard to serve populations;
(b) Develop, implement and fund innovative educational programs in cooperation with public and private schools, institutions of higher education and businesses;
(c) Enhance the training and education of the labor force to the benefit of public and private employers and their employees.
Minutes -Special Board Meeting Nov 3, 2009
Jefferson County Education Foundation
Minutes - Meeting of November 3, 2009
5:00 p.m. - WSU Extension Office
Preent: Cammy Brown, Laurie Meyer, James Hodgson, Deborah Stinson
1. Minutes: Minutes of the meeting on read: The following correction was made: put "Special Set" notation. Approved by Debbie, Seconded by Jim.
2. Treasurer's Report: Laurie presented Treasurer's Report. Reports was accepted by consensus.
3. Out of order: Bylaws: Bylaws were approved as amended. Motion made by Deborah Stinson and seconded by Laurie Meyer. Unanimous.
4. PTATA - Discussion on PTATA becoming a possible affiliate.
5. Other: Discussion on the dissolution of the Jefferson County Education Foundation took place.
President James Hodgson stated that he will contact Charllie Bodony of PTATA and advise him of board's decision after he has had a chance to talk with Joy Baisch and Bud Schlinder.
Meeting adjourned at 7:00 p.m.
ROUGH DRAFT ONLY - CONTENTS OF LETTER TO MEMBERS FOR DISSOLVING FOUNDATION:
The following letter was preliminary drafted (and not a part of the official minutes) regarding the dissolution of the foundation and is only a rough draft:
We are dissolving the Jefferson County Education Foundation realizing there is a large number of situation that are redundant in a community with limited volunteers that would be available to conduct business.
The board has decided to accept no new affiliates. We will stay in existence until we find a suitable home for all program affiliates but there will be a conscious effort to conclude all business of the foundation by the end of December 2009.
As of December 31, 2009, the foundation will no longer exist. After thorough and thoughtful consideration the member of the Board of the Jefferson County Education Foundation has decided to start the process of dissolving the corporation with the intention of doing so as soon as possible by the end of 2009. The members of the Board felt that they could no longer meet the level of services needed to support, operate and maintain an effective 5013(c) non-profit corporation.
Anna C. Brown
Minutes - Meeting of November 3, 2009
5:00 p.m. - WSU Extension Office
Preent: Cammy Brown, Laurie Meyer, James Hodgson, Deborah Stinson
1. Minutes: Minutes of the meeting on read: The following correction was made: put "Special Set" notation. Approved by Debbie, Seconded by Jim.
2. Treasurer's Report: Laurie presented Treasurer's Report. Reports was accepted by consensus.
3. Out of order: Bylaws: Bylaws were approved as amended. Motion made by Deborah Stinson and seconded by Laurie Meyer. Unanimous.
4. PTATA - Discussion on PTATA becoming a possible affiliate.
5. Other: Discussion on the dissolution of the Jefferson County Education Foundation took place.
President James Hodgson stated that he will contact Charllie Bodony of PTATA and advise him of board's decision after he has had a chance to talk with Joy Baisch and Bud Schlinder.
Meeting adjourned at 7:00 p.m.
ROUGH DRAFT ONLY - CONTENTS OF LETTER TO MEMBERS FOR DISSOLVING FOUNDATION:
The following letter was preliminary drafted (and not a part of the official minutes) regarding the dissolution of the foundation and is only a rough draft:
We are dissolving the Jefferson County Education Foundation realizing there is a large number of situation that are redundant in a community with limited volunteers that would be available to conduct business.
The board has decided to accept no new affiliates. We will stay in existence until we find a suitable home for all program affiliates but there will be a conscious effort to conclude all business of the foundation by the end of December 2009.
As of December 31, 2009, the foundation will no longer exist. After thorough and thoughtful consideration the member of the Board of the Jefferson County Education Foundation has decided to start the process of dissolving the corporation with the intention of doing so as soon as possible by the end of 2009. The members of the Board felt that they could no longer meet the level of services needed to support, operate and maintain an effective 5013(c) non-profit corporation.
Anna C. Brown
Restatement of By-Laws May 26th, 2009
Jefferson County Education Foundation
BYLAWS
Revised May 26, 2009
ARTICLE I - NAME, PURPOSE.
Section 1: The name of the organization shall be Jefferson County Education Foundation.
Section 2: The Jefferson County Education Foundation is organized exclusively as an educational foundation within the meaning of the Section 501©(3) of the Internal Revenue for the purpose of enhancing opportunities that meet the life-long learning and employment needs of Jefferson County citizens and to develop, implement and fund innovative and/or educational programs in cooperation with public schools and private business.
Section 3: Vision, Mission and Objectives Statements will be reviewed annually, or as needed / directed by the President and/or the Board of Directors.
Section 4: It is the foundation’s intention that donations are to be used to fund the affiliate programs to the fullest extent possible. The foundation is committed to a volunteer board, pays direct costs only and does not charge administrative fees.
ARTICLE II – MEMBERSHIP.
Section 1: The Board of Directors will consist of a President, Vice President, Secretary, Treasurer, Program Affiliate Advocate for the Majority of affiliate members and a maximum of one additional Program Affiliate, if available, and up to three Directors-at-large. Past presidents who are not serving an active term on the board shall be considered honorary non-voting members of the board and may attend board meetings in an advisory capacity.
Section 2: Program Affiliate membership shall consist only of Affiliates that have requested and received approval to participate as an Affiliate by a majority of votes of the Board of Directors at any meeting. A signed, written Memorandum of Agreement will be required for all new Program Affiliates prior to acceptance by the Board of Directors. General and Administrative costs and the number of Program Affiliates will be considered when determining fees to be charged to Program Affiliate. Fees and criteria for membership will be re-evaluated periodically and established by a vote of the majority of the Board of Directors at any meeting.
Section 3: A Program Affiliate may resign from the Foundation upon written notification to the Board of Directors and payment of any fees / expenses due. A Program Affiliate may be expelled by a two-thirds vote of the Board of Directors for conduct prejudicial to the aims or reputation of the Foundation.
ARTICLE III – MEETINGS.
Section 1: Scheduled Meetings are the annual meeting, which shall be held on the first Saturday in November and the semi annual meeting, which shall be held the last Saturday in March of each year at a time and place set by the Board of Directors.
Section 2: The President or any member of the Board of Directors may call special meetings.
Section 3: Notice of each meeting shall be given to each voting member, by email, not less than ten days before the meeting.
ARTICLE IV - BOARD OF DIRECTORS.
Section 1: The Board is responsible for overall policy and direction of the Foundation, and shall delegate responsibility for day-to-day operations. The Board shall have up to nine and not fewer than seven members with the power to vote on all matters (other than when a conflict of interest disqualifies a member from voting). The board receives no compensation other than reasonable expenses.
Section 2: Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.
Section 3: All Board members shall serve one year terms, but are eligible for re-election.
Section 4: A quorum must be attended by at least simple majority of the Board members before business can be transacted or motions made or passed.
Section 5: A special Board meeting requires that each Board member have written notice by email two weeks in advance.
Section 6: There shall be four Officers of the Board consisting of a President, Vice President, Secretary and Treasurer. Their duties are as follows:
The President shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Board to preside at each meeting in the following order: Vice-President, Secretary and Treasurer.
The Vice-President will chair committees on special subjects as designated by the Board and shall exercise the powers, authority and duties of the President in his/her absence.
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained.
The Treasurer shall make a report at each Board meeting. The Treasurer shall have the authority to write checks and make deposits in accordance with directives noted in the Minutes of Meetings. The Treasurer shall chair the Finance Committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 7: When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.
Section 8: Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has two unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
ARTICLE V – EMPLOYEES.
Section 1. Employees shall be employed or discharged by the Board of Directors. Duties of employees shall be in writing by the direction of the Board of Directors.
ARTICLE Vl – AMENDMENTS.
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
ARTICLE VII – INDEMNIFICATION.
Section 1. To the full extent permitted by the Washington Nonprofit Corporation Act, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the right of the corporation or otherwise)by reason of the fact that he is or was a director or officer of the corporation or otherwise) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, against expenses (including attorneys’ fees) judgments, fines, and amount paid in settlements actually and reasonably incurred by him in connection with such action, suit or proceeding; and the Board of Directors may, at any time approve indemnification of any other person whom the corporation has the power to indemnify under the Washington Nonprofit Corporation Act. The indemnification provided by this section shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract.
ARTICLE VIII – CONFLICT / DISCLOSURE OF INTERESTS.
Section 1. The Jefferson County Education Foundation considers it a duty to conform to the highest ethical standards and complies with all applicable state and federal laws. To do so, officers, board members, employees, staff, students, and associated entities must either avoid conflicts of interest or disclose all conflicts of interest that arise so that the Foundation can work with the affected individual to manage, reduce, or eliminate those conflicts.
Section 2. A Conflict of Interest Review Committee shall be established which will consist of all remaining board members. The COI Committee has the responsibility and authority to (1) assess whether a potential conflict exists, (2) assess the extent of the conflict and (3) manage, reduce or eliminate the conflict based on federal and state law.
ARTICLE IX – WHISTLE BLOWER & DOCUMENT RETENTION.
Section 1. The Jefferson County Education Foundation supports whistleblower protection rights and encourages employees to halt, report or testify about credible information on employer acts that are illegal or unhealthy, without fear of employer retaliation.
Section 2. Document Retention follows IRS regulations which depend on the action, expense, or event the document records. Some examples include: keep copies of filed tax returns indefinitely; keep all employment tax records for at least 4 years after the date that the tax becomes due or is paid, whichever is later; keep records for 3 years from the date of original return when a claim for credit or refund is filed or 2 years from the date that tax was paid, whichever is later; and for 7 years when a claim is filed for a loss from worthless securities or bad debt deduction.
ARTICLE X – REVIEW and/or AVAILABILITY OF DOCUMENTS.
Section 1. It is the intention of the Jefferson County Education Foundation to make appropriate information, including but not limited to the Articles of Incorporation, By-laws, Corporate Minutes and 990 forms available to the public using a website and/or upon request.
Section 2. Board members are to be given the opportunity to review annual 990 statements by email prior to submission to the Internal Revenue Service.
ARTICLE XII – RACIAL NONDISCRIMINATORY POLICY
Section 1. Jefferson County Education Foundation does not discriminate on the basis of race, ethnicity, color, creed, religion, national origin, gender, sexual orientation, age, marital status, the presence of any sensory, mental or physical disability, use of a trained guide dog or service animal by a disabled person, specially disabled veteran, veteran of the Vietnam era, recently separated veteran, and other protected veteran status in its administration of educational policies, programs or activities or employment.
These Bylaws were approved at a meeting of the Board of Directors of the Jefferson County Education Foundation on May 26, 2009.
Signed:
JEFFERSON COUNTY EDUCATION FOUNDATION
James P. Hodgson, President
Anna C. Brown, Secretary
BYLAWS
Revised May 26, 2009
ARTICLE I - NAME, PURPOSE.
Section 1: The name of the organization shall be Jefferson County Education Foundation.
Section 2: The Jefferson County Education Foundation is organized exclusively as an educational foundation within the meaning of the Section 501©(3) of the Internal Revenue for the purpose of enhancing opportunities that meet the life-long learning and employment needs of Jefferson County citizens and to develop, implement and fund innovative and/or educational programs in cooperation with public schools and private business.
Section 3: Vision, Mission and Objectives Statements will be reviewed annually, or as needed / directed by the President and/or the Board of Directors.
Section 4: It is the foundation’s intention that donations are to be used to fund the affiliate programs to the fullest extent possible. The foundation is committed to a volunteer board, pays direct costs only and does not charge administrative fees.
ARTICLE II – MEMBERSHIP.
Section 1: The Board of Directors will consist of a President, Vice President, Secretary, Treasurer, Program Affiliate Advocate for the Majority of affiliate members and a maximum of one additional Program Affiliate, if available, and up to three Directors-at-large. Past presidents who are not serving an active term on the board shall be considered honorary non-voting members of the board and may attend board meetings in an advisory capacity.
Section 2: Program Affiliate membership shall consist only of Affiliates that have requested and received approval to participate as an Affiliate by a majority of votes of the Board of Directors at any meeting. A signed, written Memorandum of Agreement will be required for all new Program Affiliates prior to acceptance by the Board of Directors. General and Administrative costs and the number of Program Affiliates will be considered when determining fees to be charged to Program Affiliate. Fees and criteria for membership will be re-evaluated periodically and established by a vote of the majority of the Board of Directors at any meeting.
Section 3: A Program Affiliate may resign from the Foundation upon written notification to the Board of Directors and payment of any fees / expenses due. A Program Affiliate may be expelled by a two-thirds vote of the Board of Directors for conduct prejudicial to the aims or reputation of the Foundation.
ARTICLE III – MEETINGS.
Section 1: Scheduled Meetings are the annual meeting, which shall be held on the first Saturday in November and the semi annual meeting, which shall be held the last Saturday in March of each year at a time and place set by the Board of Directors.
Section 2: The President or any member of the Board of Directors may call special meetings.
Section 3: Notice of each meeting shall be given to each voting member, by email, not less than ten days before the meeting.
ARTICLE IV - BOARD OF DIRECTORS.
Section 1: The Board is responsible for overall policy and direction of the Foundation, and shall delegate responsibility for day-to-day operations. The Board shall have up to nine and not fewer than seven members with the power to vote on all matters (other than when a conflict of interest disqualifies a member from voting). The board receives no compensation other than reasonable expenses.
Section 2: Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.
Section 3: All Board members shall serve one year terms, but are eligible for re-election.
Section 4: A quorum must be attended by at least simple majority of the Board members before business can be transacted or motions made or passed.
Section 5: A special Board meeting requires that each Board member have written notice by email two weeks in advance.
Section 6: There shall be four Officers of the Board consisting of a President, Vice President, Secretary and Treasurer. Their duties are as follows:
The President shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Board to preside at each meeting in the following order: Vice-President, Secretary and Treasurer.
The Vice-President will chair committees on special subjects as designated by the Board and shall exercise the powers, authority and duties of the President in his/her absence.
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained.
The Treasurer shall make a report at each Board meeting. The Treasurer shall have the authority to write checks and make deposits in accordance with directives noted in the Minutes of Meetings. The Treasurer shall chair the Finance Committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 7: When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.
Section 8: Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has two unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
ARTICLE V – EMPLOYEES.
Section 1. Employees shall be employed or discharged by the Board of Directors. Duties of employees shall be in writing by the direction of the Board of Directors.
ARTICLE Vl – AMENDMENTS.
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
ARTICLE VII – INDEMNIFICATION.
Section 1. To the full extent permitted by the Washington Nonprofit Corporation Act, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the right of the corporation or otherwise)by reason of the fact that he is or was a director or officer of the corporation or otherwise) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, against expenses (including attorneys’ fees) judgments, fines, and amount paid in settlements actually and reasonably incurred by him in connection with such action, suit or proceeding; and the Board of Directors may, at any time approve indemnification of any other person whom the corporation has the power to indemnify under the Washington Nonprofit Corporation Act. The indemnification provided by this section shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract.
ARTICLE VIII – CONFLICT / DISCLOSURE OF INTERESTS.
Section 1. The Jefferson County Education Foundation considers it a duty to conform to the highest ethical standards and complies with all applicable state and federal laws. To do so, officers, board members, employees, staff, students, and associated entities must either avoid conflicts of interest or disclose all conflicts of interest that arise so that the Foundation can work with the affected individual to manage, reduce, or eliminate those conflicts.
Section 2. A Conflict of Interest Review Committee shall be established which will consist of all remaining board members. The COI Committee has the responsibility and authority to (1) assess whether a potential conflict exists, (2) assess the extent of the conflict and (3) manage, reduce or eliminate the conflict based on federal and state law.
ARTICLE IX – WHISTLE BLOWER & DOCUMENT RETENTION.
Section 1. The Jefferson County Education Foundation supports whistleblower protection rights and encourages employees to halt, report or testify about credible information on employer acts that are illegal or unhealthy, without fear of employer retaliation.
Section 2. Document Retention follows IRS regulations which depend on the action, expense, or event the document records. Some examples include: keep copies of filed tax returns indefinitely; keep all employment tax records for at least 4 years after the date that the tax becomes due or is paid, whichever is later; keep records for 3 years from the date of original return when a claim for credit or refund is filed or 2 years from the date that tax was paid, whichever is later; and for 7 years when a claim is filed for a loss from worthless securities or bad debt deduction.
ARTICLE X – REVIEW and/or AVAILABILITY OF DOCUMENTS.
Section 1. It is the intention of the Jefferson County Education Foundation to make appropriate information, including but not limited to the Articles of Incorporation, By-laws, Corporate Minutes and 990 forms available to the public using a website and/or upon request.
Section 2. Board members are to be given the opportunity to review annual 990 statements by email prior to submission to the Internal Revenue Service.
ARTICLE XII – RACIAL NONDISCRIMINATORY POLICY
Section 1. Jefferson County Education Foundation does not discriminate on the basis of race, ethnicity, color, creed, religion, national origin, gender, sexual orientation, age, marital status, the presence of any sensory, mental or physical disability, use of a trained guide dog or service animal by a disabled person, specially disabled veteran, veteran of the Vietnam era, recently separated veteran, and other protected veteran status in its administration of educational policies, programs or activities or employment.
These Bylaws were approved at a meeting of the Board of Directors of the Jefferson County Education Foundation on May 26, 2009.
Signed:
JEFFERSON COUNTY EDUCATION FOUNDATION
James P. Hodgson, President
Anna C. Brown, Secretary
Affiliate Memorandum of Understanding
Memorandum of Understanding (MOU)
Between
Jefferson County Education Foundation (JCEF)
And
An Affiliate Member of the JCEF
Purpose:
When an organization expresses an interest in becoming affiliated with JCEF, a set of questions must be answered combined with an explanation of obligations that must be followed. The information collected will be presented to the JCEF Board of Directors for a decision. If approved, the organization will then be requested to review and sign this Memorandum of Understanding (MOU) meant to bind the obligations between JCEF and an organization interested in becoming affiliated with JCEF.
Parties:
This MOU is between the Jefferson County Education Foundation; hereinafter know as “JCEF” a private non-profit corporation, the affiliated organization, hereinafter known as “Affiliate Member”.
SECTION 1: SERVICES TO BE PERFORMED BY THE JCEF
JCEF shall use it’s capabilities to support the affiliate organization in the following manner:
A) JCEF shall provide 501(c) (3) educational status to the Affiliate Member on condition that the mission of this organization is consistent with that of JCEF. This status allows for tax deductible donations.
B) JCEF shall provide financial accounting support to the Affiliate Member. This support requires that each affiliate provide the JCEF Treasurer with all income and expense activity. The JCEF Treasurer will prepare bank deposits, vendor checks, payroll and payroll taxes. Financial status reports will be provided by JCEF for verification of monthly activity. All Annual, Quarterly and Monthly Federal and State taxes will be compiled by JCEF containing the combined financial activity of all affiliates. Copies of this tax report will be provided to each affiliate for verification of financial information upon request.
C) Effective immediately and until revised in writing a JCEF Administrative Fee will be assessed to cover overhead costs such as insurance, tax return preparation, etc. The Administrative Fee will be assessed on an annual basis equally to each Affiliate Member. JCEF shall apportion and charge the administrative fees to be paid by each Affiliate Member by journal entry.
SECTION 2: RESPONSIBILITIES OF THE AFFILIATE MEMBER.
The Affiliate Member shall use it’s capabilities to support the JCEF in the following manner:
A) In response to Section 1, A, above, the Affiliate Member shall report all uses of JCEF’s non-profit status.
B) In response to Section 1, B, above, the Affiliate Member shall immediately submit all deposit, receipt and invoice activity to the JCEF Treasurer.
C) The Affiliate Member shall provide JCEF with an annual detailed budget of all financial activities no later than the month of October for the following year.
SECTION 3: TERM
This agreement shall be instituted once signed and shall end at either termination or resignation of the affiliate.
SECTION 4: ASSIGNMENT
Either party to the agreement shall not assign this Agreement, except by signed amendment.
SECTION 5: MODIFICATION
This Agreement may be modified during the term of the agreement by mutual agreement of the parties and appended in writing to the Agreement.
SECTION 6: TERMINATION
The Agreement may be terminated, upon thirty (30) days written notice for any material breach of any of the terms of the agreement by either party. After receipt of notice, and before termination, the party in default may cure the defect, in which case the agreement shall continue in force. JCEF shall be refunded a pro-rated share of the agreed funding upon termination based upon the balance of time remaining in the term unless otherwise negotiated.
SECTION 7: HOLD HARMLESS
Affiliate Member shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this Agreement. This Agreement shall be interpreted and construed in accord with the laws of the State of Washington and venue shall be in Jefferson County, WA.
Affiliate Member shall indemnify and hold the JCEF, and its officers, employees and agents harmless from and shall process and defend at its own expense, including all costs, attorney fees and expenses relating thereto, all claims, demands, or suits at law or equity arising in whole or in part, directly or indirectly, from Affiliate Member’s negligence or breach of any of its obligations under this Agreement; provided that nothing herein shall require Affiliate Member to indemnify JCEF against and hold harmless the JCEF from claims, demands or suits based solely upon the conduct of the JCEF, its officers, employees and agents, and; provide further that if the claims or suits are caused by or result from the concurrent negligence of: (a) Affiliate Member’s agents or employees; and (b) JCEF, its officers, employees and agents, this indemnity provision with respect to claims or suits based upon such negligence, and/or the cost to the JCEF of defending such claims and suits, etc., shall be valid and enforceable only to the extent of Affiliate Member’s negligence, or the negligence of Affiliate Member’s agents or employees.
Affiliate Member specifically assumes potential liability for actions brought against the JCEF by Affiliate Member’s employees, including all other persons engaged in the performance of any work or service required of the Affiliate Member under this Agreement and, solely for the purpose of this indemnification and defense, the Contractor specifically waives any immunity under the state industrial law, Title 51 RCW. Affiliate Member recognizes that this waiver was specifically entered into pursuant to provisions of RCW 4.25.115 and was subject of mutual negotiation.
SECTION 8: INSURANCE
Affiliate Member shall obtain and keep in force during the term of the contract, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to RCW 18.
1. Commercial Automobile Liability Insurance providing bodily injury and property damage liability coverage for all owned and non-owned vehicles assigned to or used in the performance of the work for a combined single limit of not less than $1,000,000 per occurrence in connection with Affiliate Member’s performance of contract.
a. Owned Automobiles;
b. Hired Automobiles; and
c. Non-owned Automobiles.
2. General Commercial Liability Insurance in an amount not less than a single limit of one million dollars ($1,000,000) per occurrence and an aggregate of not less than two (2) times the occurrence amount ($1,000,000 minimum) for bodily injury, including death and property damage, unless a greater amount is specified in the contract specifications. The insurance coverage shall contain no limitations on the scope of the protection provided and include the following minimum coverage:
a. Broad Form Property Damage, with no employee exclusion;
b. Personal Injury Liability, including extended bodily injury;
c. Broad Form Contractual/Commercial Liability – including: completed operations;
d. Premises – Operations Liability (M & C);
e. Independent Contractors and subcontractors;
f. Blanket Contractual Liability.
Said general liability policy shall name the JCEF as an additional insured and shall include a provision prohibiting cancellation of said policy except upon thirty (30) days prior written notice to the JCEF. Certificates of coverage as required by this section shall be delivered to the JCEF within thirty (30) days of execution of this agreement.
SECTION 9: INDEPENDENT CONTRACTOR
Affiliate Member and the JCEF agree that Affiliate Member is an independent contractor with respect to the services provided pursuant to this agreement. Nothing in this agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Affiliate Member nor any employee of Affiliate Member shall be entitled to any benefits accorded JCEF employees by virtue of the services provided under this agreement. JCEF shall not be responsible for assuming the duties of an employer with respect to Affiliate Member, or any employee of Affiliate Member.
APPROVED and signed this _ day of _ , 20____.
JEFFERSON COUNTY EDUCATION FOUNDATION
C/o WSU Jefferson County Extension
201 W Patison Street
Port Hadlock, WA 98133
360 379-5610
____________________
President Date
AFFILIATE MEMBER NAME
Affiliate Member Address
Affiliate City, State, Zip
Affiliate Phone
Date
___________________________________
Title
Between
Jefferson County Education Foundation (JCEF)
And
An Affiliate Member of the JCEF
Purpose:
When an organization expresses an interest in becoming affiliated with JCEF, a set of questions must be answered combined with an explanation of obligations that must be followed. The information collected will be presented to the JCEF Board of Directors for a decision. If approved, the organization will then be requested to review and sign this Memorandum of Understanding (MOU) meant to bind the obligations between JCEF and an organization interested in becoming affiliated with JCEF.
Parties:
This MOU is between the Jefferson County Education Foundation; hereinafter know as “JCEF” a private non-profit corporation, the affiliated organization, hereinafter known as “Affiliate Member”.
SECTION 1: SERVICES TO BE PERFORMED BY THE JCEF
JCEF shall use it’s capabilities to support the affiliate organization in the following manner:
A) JCEF shall provide 501(c) (3) educational status to the Affiliate Member on condition that the mission of this organization is consistent with that of JCEF. This status allows for tax deductible donations.
B) JCEF shall provide financial accounting support to the Affiliate Member. This support requires that each affiliate provide the JCEF Treasurer with all income and expense activity. The JCEF Treasurer will prepare bank deposits, vendor checks, payroll and payroll taxes. Financial status reports will be provided by JCEF for verification of monthly activity. All Annual, Quarterly and Monthly Federal and State taxes will be compiled by JCEF containing the combined financial activity of all affiliates. Copies of this tax report will be provided to each affiliate for verification of financial information upon request.
C) Effective immediately and until revised in writing a JCEF Administrative Fee will be assessed to cover overhead costs such as insurance, tax return preparation, etc. The Administrative Fee will be assessed on an annual basis equally to each Affiliate Member. JCEF shall apportion and charge the administrative fees to be paid by each Affiliate Member by journal entry.
SECTION 2: RESPONSIBILITIES OF THE AFFILIATE MEMBER.
The Affiliate Member shall use it’s capabilities to support the JCEF in the following manner:
A) In response to Section 1, A, above, the Affiliate Member shall report all uses of JCEF’s non-profit status.
B) In response to Section 1, B, above, the Affiliate Member shall immediately submit all deposit, receipt and invoice activity to the JCEF Treasurer.
C) The Affiliate Member shall provide JCEF with an annual detailed budget of all financial activities no later than the month of October for the following year.
SECTION 3: TERM
This agreement shall be instituted once signed and shall end at either termination or resignation of the affiliate.
SECTION 4: ASSIGNMENT
Either party to the agreement shall not assign this Agreement, except by signed amendment.
SECTION 5: MODIFICATION
This Agreement may be modified during the term of the agreement by mutual agreement of the parties and appended in writing to the Agreement.
SECTION 6: TERMINATION
The Agreement may be terminated, upon thirty (30) days written notice for any material breach of any of the terms of the agreement by either party. After receipt of notice, and before termination, the party in default may cure the defect, in which case the agreement shall continue in force. JCEF shall be refunded a pro-rated share of the agreed funding upon termination based upon the balance of time remaining in the term unless otherwise negotiated.
SECTION 7: HOLD HARMLESS
Affiliate Member shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this Agreement. This Agreement shall be interpreted and construed in accord with the laws of the State of Washington and venue shall be in Jefferson County, WA.
Affiliate Member shall indemnify and hold the JCEF, and its officers, employees and agents harmless from and shall process and defend at its own expense, including all costs, attorney fees and expenses relating thereto, all claims, demands, or suits at law or equity arising in whole or in part, directly or indirectly, from Affiliate Member’s negligence or breach of any of its obligations under this Agreement; provided that nothing herein shall require Affiliate Member to indemnify JCEF against and hold harmless the JCEF from claims, demands or suits based solely upon the conduct of the JCEF, its officers, employees and agents, and; provide further that if the claims or suits are caused by or result from the concurrent negligence of: (a) Affiliate Member’s agents or employees; and (b) JCEF, its officers, employees and agents, this indemnity provision with respect to claims or suits based upon such negligence, and/or the cost to the JCEF of defending such claims and suits, etc., shall be valid and enforceable only to the extent of Affiliate Member’s negligence, or the negligence of Affiliate Member’s agents or employees.
Affiliate Member specifically assumes potential liability for actions brought against the JCEF by Affiliate Member’s employees, including all other persons engaged in the performance of any work or service required of the Affiliate Member under this Agreement and, solely for the purpose of this indemnification and defense, the Contractor specifically waives any immunity under the state industrial law, Title 51 RCW. Affiliate Member recognizes that this waiver was specifically entered into pursuant to provisions of RCW 4.25.115 and was subject of mutual negotiation.
SECTION 8: INSURANCE
Affiliate Member shall obtain and keep in force during the term of the contract, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to RCW 18.
1. Commercial Automobile Liability Insurance providing bodily injury and property damage liability coverage for all owned and non-owned vehicles assigned to or used in the performance of the work for a combined single limit of not less than $1,000,000 per occurrence in connection with Affiliate Member’s performance of contract.
a. Owned Automobiles;
b. Hired Automobiles; and
c. Non-owned Automobiles.
2. General Commercial Liability Insurance in an amount not less than a single limit of one million dollars ($1,000,000) per occurrence and an aggregate of not less than two (2) times the occurrence amount ($1,000,000 minimum) for bodily injury, including death and property damage, unless a greater amount is specified in the contract specifications. The insurance coverage shall contain no limitations on the scope of the protection provided and include the following minimum coverage:
a. Broad Form Property Damage, with no employee exclusion;
b. Personal Injury Liability, including extended bodily injury;
c. Broad Form Contractual/Commercial Liability – including: completed operations;
d. Premises – Operations Liability (M & C);
e. Independent Contractors and subcontractors;
f. Blanket Contractual Liability.
Said general liability policy shall name the JCEF as an additional insured and shall include a provision prohibiting cancellation of said policy except upon thirty (30) days prior written notice to the JCEF. Certificates of coverage as required by this section shall be delivered to the JCEF within thirty (30) days of execution of this agreement.
SECTION 9: INDEPENDENT CONTRACTOR
Affiliate Member and the JCEF agree that Affiliate Member is an independent contractor with respect to the services provided pursuant to this agreement. Nothing in this agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Affiliate Member nor any employee of Affiliate Member shall be entitled to any benefits accorded JCEF employees by virtue of the services provided under this agreement. JCEF shall not be responsible for assuming the duties of an employer with respect to Affiliate Member, or any employee of Affiliate Member.
APPROVED and signed this _ day of _ , 20____.
JEFFERSON COUNTY EDUCATION FOUNDATION
C/o WSU Jefferson County Extension
201 W Patison Street
Port Hadlock, WA 98133
360 379-5610
____________________
President Date
AFFILIATE MEMBER NAME
Affiliate Member Address
Affiliate City, State, Zip
Affiliate Phone
Date
___________________________________
Title
Restatement of Bylaws - Mar 29, 2008
Restatement of Bylaws at the request of the Board of Directors March 29, 2008
Jefferson County Education Foundation
BYLAWS
ARTICLE I - NAME, PURPOSE
Section 1: The name of the organization shall be Jefferson County Education Foundation.
Section 2: The Jefferson County Education Foundation is organized exclusively as an educational foundation within the meaning of the Section 501©(3) of the Internal Revenue for the purpose of enhancing opportunities that meet the life-long learning and employment needs of Jefferson County citizens and to develop, implement and fund innovative and/or educational programs in cooperation with public schools and private business.
Section 3: Vision, Mission and Objectives Statements will be reviewed annually, or as needed / directed by the President and/or the Board of Directors.
ARTICLE II - MEMBERSHIP
Section 1: The Board of Directors will consist of a President, Vice President, Secretary, Treasurer, Affiliate Member Advocate for the Majority of affiliate members and a maximum of one additional Affiliate Member, if available, and up to three Directors-at-large. Past presidents who are not serving an active term on the board shall be considered honorary non-voting members of the board and may attend board meetings in an advisory capacity.
Section 2: Program Affiliate membership shall consist only of Affiliates that have requested and received approval to participate as an Affiliate by a majority of votes of the Board of Directors at any meeting. A signed, written Memorandum of Agreement will be required for all new Affiliates prior to acceptance by the Board of Directors. General and Administrative costs and the number of Affiliates will be considered when determining fees to be charged to Affiliate Member. Fees and criteria for membership will be re-evaluated periodically and established by a vote of the majority of the Board of Directors at any meeting.
Section 3: A Program Affiliate Member may resign from the Foundation upon written notification to the Board of Directors and payment of any fees / expenses due. An Affiliate Member may be expelled by a two-thirds vote of the Board of Directors for conduct prejudicial to the aims or reputation of the Foundation.
ARTICLE III - MEETINGS
Section 1: Scheduled Meetings are the annual meeting, which shall be held on the first Saturday in November and the semi annual meeting, which shall be held the last Saturday in March of each year at a time and place set by the Board of Directors.
Section 2: The President or any member of the Board of Directors may call special meetings.
Section 3: Notice of each meeting shall be given to each voting member, by email, not less than ten days before the meeting.
ARTICLE IV - BOARD OF DIRECTORS
Section 1: The Board is responsible for overall policy and direction of the Foundation, and shall delegate responsibility for day-to-day operations. The Board shall have up to nine and not fewer than seven members. The board receives no compensation other than reasonable expenses.
Section 2: Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.
Section 3: All Board members shall serve one year terms, but are eligible for re-election.
Section 4: A quorum must be attended by at least simple majority of the Board members before business can be transacted or motions made or passed.
Section 5: A special Board meeting requires that each Board member have written notice by email two weeks in advance.
Section 6: There shall be four Officers of the Board consisting of a President, Vice President, Secretary and Treasurer. Their duties are as follows:
The President shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Board to preside at each meeting in the following order: Vice-President, Secretary and Treasurer.
The Vice-President will chair committees on special subjects as designated by the Board and shall exercise the powers, authority and duties of the President in his/her absence.
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained.
The Treasurer shall make a report at each Board meeting. The Treasurer shall have the authority to write checks and make deposits in accordance with directives noted in the Minutes of Meetings. The Treasurer shall chair the Finance Committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 7: When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.
Section 8: Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has two unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
ARTICLE V – EMPLOYEES.
Section 1. Employees shall be employed or discharged by the Board of Directors. Duties of employees shall be in writing by the direction of the Board of Directors.
ARTICLE Vl – AMENDMENTS.
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
These Bylaws were approved at a meeting of the Board of Directors of the Jefferson County Education Foundation on March 29, 2008
Signed:
JEFFERSON COUNTY EDUCATION FOUNDATION
James P. Hodgson, President
Anna C. Brown, Secretary
Jefferson County Education Foundation
BYLAWS
ARTICLE I - NAME, PURPOSE
Section 1: The name of the organization shall be Jefferson County Education Foundation.
Section 2: The Jefferson County Education Foundation is organized exclusively as an educational foundation within the meaning of the Section 501©(3) of the Internal Revenue for the purpose of enhancing opportunities that meet the life-long learning and employment needs of Jefferson County citizens and to develop, implement and fund innovative and/or educational programs in cooperation with public schools and private business.
Section 3: Vision, Mission and Objectives Statements will be reviewed annually, or as needed / directed by the President and/or the Board of Directors.
ARTICLE II - MEMBERSHIP
Section 1: The Board of Directors will consist of a President, Vice President, Secretary, Treasurer, Affiliate Member Advocate for the Majority of affiliate members and a maximum of one additional Affiliate Member, if available, and up to three Directors-at-large. Past presidents who are not serving an active term on the board shall be considered honorary non-voting members of the board and may attend board meetings in an advisory capacity.
Section 2: Program Affiliate membership shall consist only of Affiliates that have requested and received approval to participate as an Affiliate by a majority of votes of the Board of Directors at any meeting. A signed, written Memorandum of Agreement will be required for all new Affiliates prior to acceptance by the Board of Directors. General and Administrative costs and the number of Affiliates will be considered when determining fees to be charged to Affiliate Member. Fees and criteria for membership will be re-evaluated periodically and established by a vote of the majority of the Board of Directors at any meeting.
Section 3: A Program Affiliate Member may resign from the Foundation upon written notification to the Board of Directors and payment of any fees / expenses due. An Affiliate Member may be expelled by a two-thirds vote of the Board of Directors for conduct prejudicial to the aims or reputation of the Foundation.
ARTICLE III - MEETINGS
Section 1: Scheduled Meetings are the annual meeting, which shall be held on the first Saturday in November and the semi annual meeting, which shall be held the last Saturday in March of each year at a time and place set by the Board of Directors.
Section 2: The President or any member of the Board of Directors may call special meetings.
Section 3: Notice of each meeting shall be given to each voting member, by email, not less than ten days before the meeting.
ARTICLE IV - BOARD OF DIRECTORS
Section 1: The Board is responsible for overall policy and direction of the Foundation, and shall delegate responsibility for day-to-day operations. The Board shall have up to nine and not fewer than seven members. The board receives no compensation other than reasonable expenses.
Section 2: Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.
Section 3: All Board members shall serve one year terms, but are eligible for re-election.
Section 4: A quorum must be attended by at least simple majority of the Board members before business can be transacted or motions made or passed.
Section 5: A special Board meeting requires that each Board member have written notice by email two weeks in advance.
Section 6: There shall be four Officers of the Board consisting of a President, Vice President, Secretary and Treasurer. Their duties are as follows:
The President shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Board to preside at each meeting in the following order: Vice-President, Secretary and Treasurer.
The Vice-President will chair committees on special subjects as designated by the Board and shall exercise the powers, authority and duties of the President in his/her absence.
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained.
The Treasurer shall make a report at each Board meeting. The Treasurer shall have the authority to write checks and make deposits in accordance with directives noted in the Minutes of Meetings. The Treasurer shall chair the Finance Committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 7: When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.
Section 8: Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has two unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
ARTICLE V – EMPLOYEES.
Section 1. Employees shall be employed or discharged by the Board of Directors. Duties of employees shall be in writing by the direction of the Board of Directors.
ARTICLE Vl – AMENDMENTS.
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
These Bylaws were approved at a meeting of the Board of Directors of the Jefferson County Education Foundation on March 29, 2008
Signed:
JEFFERSON COUNTY EDUCATION FOUNDATION
James P. Hodgson, President
Anna C. Brown, Secretary
Minutes, Nov 1, 2008
Jefferson County Education Foundation Minutes
November 1, 2008
WSU Extension 10:00 – 12:00 p.m.
Present: Jim Hodgson, Cammy Brown, Laurie Meyer, Deborah Stinson, Bud Schindler
Joy Baisch (via telephone)
1. Minutes: Correction to minutes of August 19, 2008:
Paragraph 1: “State notified that funds need to be transferred from Alliana to JCEFâ€.
Correction: Alliana should be Alliance.
Paragraph 1: “Laurie needs final statements from Emerald Downs."
Correction: “Laurie needs final financial statement from Emerald Towns Alliance.â€
2. Treasurer’s Report: Laurie Meyer gave report. She paid out normal expenses. She requested that members take a look at detailed financial statement and review. We still have B of A account and Frontier Bank account. All taxes have been paid. Laurie filed necessary paperwork. Treasurer’s Report was accepted as reported.
3. Board of Directors: Laurie will talk with Andy Mackey and Lela Hilton about having a representative serve on the board. She will e-mail all and have a vote by e-mail re acceptance.
Slate of 2009 Officers:
President: Jim Hodgson
Vice President: Deborah Stinson
Treasurer: Laurie Meyer
Secretary Cammy Brown
Motion was made and seconded that the slate of officers for 2009 of the Jefferson County Education Foundation be adopted. Motion was unanimously approved.
Motion was made and seconded that Bud Schindler and Joy Baisch be nominated to serve on the Board of Directors. Motion was made unanimously approved.
4. Electronic Voting Procedures: Amend No. 3 of JCEF Electronic Mail Procedures to read as follows: (note strikethrough means deleted, underline means added)
A second is made to the president and copied to all directors along with any debate on the motion and a vote. If a second is not made, the president will again repeat the message requesting a second. If again a second is not made, the president will announce that a second has not been made and therefore the motion has failed. If a second was made, the president will announce it to the Board and call for additional debate. and voting.
Amend No. 4 of JCEF Electronic Mail Procedures to read as follows:
At the conclusion of the debate and within one calendar week, and voting will proceed. When any director calls for the question, there will be a second vote on the issue. If the President determines that a serious issue must be considered, he will call for a meeting of the Board to discuss the issue and continue the voting in person. If serious issues are not encountered, the president will review the vote count to determine if the motion has passed or failed.
Approval of a motion conducted by email will require an approval vote of two-thirds the majority. If a two-thirds majority vote cannot be achieved, the president will announce so and propose that the motion be discussed at a future meeting.
Motion was made by Bud Schindler and seconded by Deborah Stinson that the e-mail procedures as revised be approved. Unanimously approved.
5. OPWW: Report tabled until next meeting.
6. Memorandum of Understanding Revisions: Laurie made changes. Final version attached to these minutes.
Motion was made by Cammy Brown and seconded by Deborah Stinson to accept revisions to Memorandum of Understanding as amended. Unanimously approved.
7. OPWW and Andy Mackey:
Motion was made by Deborah Stinson and seconded by Laurie Meyer to accept a representative from OPWW and Andy Mackey on the Board of Directors of the Jefferson County Education Foundation. Unanimously approved.
8. Farmers Market: It was reported that Farmers Market has withdrawn their request to join the Jefferson County Education Foundation.
9. Next Meeting: Saturday, March 1, 2009, 10:00 – 12:00 p.m., Washington State University Extension office.
Meeting adjourned at 12:08 p.m.
Minutes transcribed and typed by Cammy Brown
ATTACHMENT:
Memorandum of Understanding (MOU)
Between
Jefferson County Education Foundation (JCEF)
And
____________________________________________,
An Affiliate Member of the JCEF
Purpose:
When an organization expresses an interest in becoming affiliated with JCEF, a set of questions must be answered combined with an explanation of obligations that must be followed. The information collected will be presented to the JCEF Board of Directors for a decision. If approved, the organization will then be requested to review and sign this Memorandum of Understanding (MOU) meant to bind the obligations between JCEF and an organization interested in becoming affiliated with JCEF.
Parties:
This MOU is between the Jefferson County Education Foundation; hereinafter know as R20;JCEFR21; a private non-profit corporation, the affiliated organization, hereinafter known as “Affiliate Memberâ€.
SECTION 1: SERVICES TO BE PERFORMED BY THE JCEF
JCEF shall use it’s capabilities to support the affiliate organization in the following manner:
A) JCEF shall provide 501(c) (3) educational status to the Affiliate Member on condition that the mission of this organization is consistent with that of JCEF. This status allows for tax deductible donations.
B) JCEF shall provide financial accounting support to the Affiliate Member. This support requires that each affiliate provide the JCEF Treasurer with all income and expense activity. The JCEF Treasurer will prepare bank deposits, vendor checks, payroll and payroll taxes. Financial status reports will be provided by JCEF for verification of monthly activity. All Annual, Quarterly and Monthly Federal and State taxes will be compiled by JCEF containing the combined financial activity of all affiliates. Copies of this tax report will be provided to each affiliate for verification of financial information upon request.
C) Effective immediately and until revised in writing a JCEF Administrative Fee will be assessed to cover overhead costs such as insurance, tax return preparation, etc. The Administrative Fee will be assessed on an annual basis equally to each Affiliate Member. JCEF shall apportion and charge the administrative fees to be paid by each Affiliate Member by journal entry.
SECTION 2: RESPONSIBILITIES OF THE AFFILIATE MEMBER.
The Affiliate Member shall use it’s capabilities to support the JCEF in the following manner:
A) In response to Section 1, A, above, the Affiliate Member shall report all uses of JCEFR17;s non-profit status.
B) In response to Section 1, B, above, the Affiliate Member shall immediately submit all deposit, receipt and invoice activity to the JCEF Treasurer.
C) The Affiliate Member shall provide JCEF with an annual detailed budget of all financial activities no later than the month of October for the following year.
SECTION 3: TERM
This agreement shall be instituted once signed and shall end at either termination or resignation of the affiliate.
SECTION 4: ASSIGNMENT
Either party to the agreement shall not assign this Agreement, except by signed amendment.
SECTION 5: MODIFICATION
This Agreement may be modified during the term of the agreement by mutual agreement of the parties and appended in writing to the Agreement.
SECTION 6: TERMINATION
The Agreement may be terminated, upon thirty (30) days written notice for any material breach of any of the terms of the agreement by either party. After receipt of notice, and before termination, the party in default may cure the defect, in which case the agreement shall continue in force. JCEF shall be refunded a pro-rated share of the agreed funding upon termination based upon the balance of time remaining in the term unless otherwise negotiated.
SECTION 7: HOLD HARMLESS
Affiliate Member shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this Agreement. This Agreement shall be interpreted and construed in accord with the laws of the State of Washington and venue shall be in Jefferson County, WA.
Affiliate Member shall indemnify and hold the JCEF, and its officers, employees and agents harmless from and shall process and defend at its own expense, including all costs, attorney fees and expenses relating thereto, all claims, demands, or suits at law or equity arising in whole or in part, directly or indirectly, from Affiliate Member’s negligence or breach of any of its obligations under this Agreement; provided that nothing herein shall require Affiliate Member to indemnify JCEF against and hold harmless the JCEF from claims, demands or suits based solely upon the conduct of the JCEF, its officers, employees and agents, and; provide further that if the claims or suits are caused by or result from the concurrent negligence of: (a) Affiliate Member’s agents or employees; and (b) JCEF, its officers, employees and agents, this indemnity provision with respect to claims or suits based upon such negligence, and/or the cost to the JCEF of defending such claims and suits, etc., shall be valid and enforceable only to the extent of Affiliate Member’s negligence, or the negligence of Affiliate Member’s agents or employees.
Affiliate Member specifically assumes potential liability for actions brought against the JCEF by Affiliate Member’s employees, including all other persons engaged in the performance of any work or service required of the Affiliate Member under this Agreement and, solely for the purpose of this indemnification and defense, the Contractor specifically waives any immunity under the state industrial law, Title 51 RCW. Affiliate Member recognizes that this waiver was specifically entered into pursuant to provisions of RCW 4.25.115 and was subject of mutual negotiation.
SECTION 8: INSURANCE
Affiliate Member shall obtain and keep in force during the term of the contract, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to RCW 18.
1. Commercial Automobile Liability Insurance providing bodily injury and property damage liability coverage for all owned and non-owned vehicles assigned to or used in the performance of the work for a combined single limit of not less than $1,000,000 per occurrence in connection with Affiliate Member’s performance of contract.
a. Owned Automobiles;
b. Hired Automobiles; and
c. Non-owned Automobiles.
2. General Commercial Liability Insurance in an amount not less than a single limit of one million dollars ($1,000,000) per occurrence and an aggregate of not less than two (2) times the occurrence amount ($1,000,000 minimum) for bodily injury, including death and property damage, unless a greater amount is specified in the contract specifications. The insurance coverage shall contain no limitations on the scope of the protection provided and include the following minimum coverage:
a. Broad Form Property Damage, with no employee exclusion;
b. Personal Injury Liability, including extended bodily injury;
c. Broad Form Contractual/Commercial Liability – including: completed operations;
d. Premises – Operations Liability (M & C);
e. Independent Contractors and subcontractors;
f. Blanket Contractual Liability.
Said general liability policy shall name the JCEF as an additional insured and shall include a provision prohibiting cancellation of said policy except upon thirty (30) days prior written notice to the JCEF. Certificates of coverage as required by this section shall be delivered to the JCEF within thirty (30) days of execution of this agreement.
SECTION 9: INDEPENDENT CONTRACTOR
Affiliate Member and the JCEF agree that Affiliate Member is an independent contractor with respect to the services provided pursuant to this agreement. Nothing in this agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Affiliate Member nor any employee of Affiliate Member shall be entitled to any benefits accorded JCEF employees by virtue of the services provided under this agreement. JCEF shall not be responsible for assuming the duties of an employer with respect to Affiliate Member, or any employee of Affiliate Member.
APPROVED and signed this _ day of _ , 20____.
JEFFERSON COUNTY EDUCATION FOUNDATION
C/o WSU Jefferson County Extension
201 W Patison Street
Port Hadlock, WA 98133
360 379-5610
____________________
President Date
AFFILIATE MEMBER NAME
Affiliate Member Address
Affiliate City, State, Zip
Affiliate Phone
Date
___________________________________
Title
November 1, 2008
WSU Extension 10:00 – 12:00 p.m.
Present: Jim Hodgson, Cammy Brown, Laurie Meyer, Deborah Stinson, Bud Schindler
Joy Baisch (via telephone)
1. Minutes: Correction to minutes of August 19, 2008:
Paragraph 1: “State notified that funds need to be transferred from Alliana to JCEFâ€.
Correction: Alliana should be Alliance.
Paragraph 1: “Laurie needs final statements from Emerald Downs."
Correction: “Laurie needs final financial statement from Emerald Towns Alliance.â€
2. Treasurer’s Report: Laurie Meyer gave report. She paid out normal expenses. She requested that members take a look at detailed financial statement and review. We still have B of A account and Frontier Bank account. All taxes have been paid. Laurie filed necessary paperwork. Treasurer’s Report was accepted as reported.
3. Board of Directors: Laurie will talk with Andy Mackey and Lela Hilton about having a representative serve on the board. She will e-mail all and have a vote by e-mail re acceptance.
Slate of 2009 Officers:
President: Jim Hodgson
Vice President: Deborah Stinson
Treasurer: Laurie Meyer
Secretary Cammy Brown
Motion was made and seconded that the slate of officers for 2009 of the Jefferson County Education Foundation be adopted. Motion was unanimously approved.
Motion was made and seconded that Bud Schindler and Joy Baisch be nominated to serve on the Board of Directors. Motion was made unanimously approved.
4. Electronic Voting Procedures: Amend No. 3 of JCEF Electronic Mail Procedures to read as follows: (note strikethrough means deleted, underline means added)
A second is made to the president and copied to all directors along with any debate on the motion and a vote. If a second is not made, the president will again repeat the message requesting a second. If again a second is not made, the president will announce that a second has not been made and therefore the motion has failed. If a second was made, the president will announce it to the Board and call for additional debate. and voting.
Amend No. 4 of JCEF Electronic Mail Procedures to read as follows:
At the conclusion of the debate and within one calendar week, and voting will proceed. When any director calls for the question, there will be a second vote on the issue. If the President determines that a serious issue must be considered, he will call for a meeting of the Board to discuss the issue and continue the voting in person. If serious issues are not encountered, the president will review the vote count to determine if the motion has passed or failed.
Approval of a motion conducted by email will require an approval vote of two-thirds the majority. If a two-thirds majority vote cannot be achieved, the president will announce so and propose that the motion be discussed at a future meeting.
Motion was made by Bud Schindler and seconded by Deborah Stinson that the e-mail procedures as revised be approved. Unanimously approved.
5. OPWW: Report tabled until next meeting.
6. Memorandum of Understanding Revisions: Laurie made changes. Final version attached to these minutes.
Motion was made by Cammy Brown and seconded by Deborah Stinson to accept revisions to Memorandum of Understanding as amended. Unanimously approved.
7. OPWW and Andy Mackey:
Motion was made by Deborah Stinson and seconded by Laurie Meyer to accept a representative from OPWW and Andy Mackey on the Board of Directors of the Jefferson County Education Foundation. Unanimously approved.
8. Farmers Market: It was reported that Farmers Market has withdrawn their request to join the Jefferson County Education Foundation.
9. Next Meeting: Saturday, March 1, 2009, 10:00 – 12:00 p.m., Washington State University Extension office.
Meeting adjourned at 12:08 p.m.
Minutes transcribed and typed by Cammy Brown
ATTACHMENT:
Memorandum of Understanding (MOU)
Between
Jefferson County Education Foundation (JCEF)
And
____________________________________________,
An Affiliate Member of the JCEF
Purpose:
When an organization expresses an interest in becoming affiliated with JCEF, a set of questions must be answered combined with an explanation of obligations that must be followed. The information collected will be presented to the JCEF Board of Directors for a decision. If approved, the organization will then be requested to review and sign this Memorandum of Understanding (MOU) meant to bind the obligations between JCEF and an organization interested in becoming affiliated with JCEF.
Parties:
This MOU is between the Jefferson County Education Foundation; hereinafter know as R20;JCEFR21; a private non-profit corporation, the affiliated organization, hereinafter known as “Affiliate Memberâ€.
SECTION 1: SERVICES TO BE PERFORMED BY THE JCEF
JCEF shall use it’s capabilities to support the affiliate organization in the following manner:
A) JCEF shall provide 501(c) (3) educational status to the Affiliate Member on condition that the mission of this organization is consistent with that of JCEF. This status allows for tax deductible donations.
B) JCEF shall provide financial accounting support to the Affiliate Member. This support requires that each affiliate provide the JCEF Treasurer with all income and expense activity. The JCEF Treasurer will prepare bank deposits, vendor checks, payroll and payroll taxes. Financial status reports will be provided by JCEF for verification of monthly activity. All Annual, Quarterly and Monthly Federal and State taxes will be compiled by JCEF containing the combined financial activity of all affiliates. Copies of this tax report will be provided to each affiliate for verification of financial information upon request.
C) Effective immediately and until revised in writing a JCEF Administrative Fee will be assessed to cover overhead costs such as insurance, tax return preparation, etc. The Administrative Fee will be assessed on an annual basis equally to each Affiliate Member. JCEF shall apportion and charge the administrative fees to be paid by each Affiliate Member by journal entry.
SECTION 2: RESPONSIBILITIES OF THE AFFILIATE MEMBER.
The Affiliate Member shall use it’s capabilities to support the JCEF in the following manner:
A) In response to Section 1, A, above, the Affiliate Member shall report all uses of JCEFR17;s non-profit status.
B) In response to Section 1, B, above, the Affiliate Member shall immediately submit all deposit, receipt and invoice activity to the JCEF Treasurer.
C) The Affiliate Member shall provide JCEF with an annual detailed budget of all financial activities no later than the month of October for the following year.
SECTION 3: TERM
This agreement shall be instituted once signed and shall end at either termination or resignation of the affiliate.
SECTION 4: ASSIGNMENT
Either party to the agreement shall not assign this Agreement, except by signed amendment.
SECTION 5: MODIFICATION
This Agreement may be modified during the term of the agreement by mutual agreement of the parties and appended in writing to the Agreement.
SECTION 6: TERMINATION
The Agreement may be terminated, upon thirty (30) days written notice for any material breach of any of the terms of the agreement by either party. After receipt of notice, and before termination, the party in default may cure the defect, in which case the agreement shall continue in force. JCEF shall be refunded a pro-rated share of the agreed funding upon termination based upon the balance of time remaining in the term unless otherwise negotiated.
SECTION 7: HOLD HARMLESS
Affiliate Member shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this Agreement. This Agreement shall be interpreted and construed in accord with the laws of the State of Washington and venue shall be in Jefferson County, WA.
Affiliate Member shall indemnify and hold the JCEF, and its officers, employees and agents harmless from and shall process and defend at its own expense, including all costs, attorney fees and expenses relating thereto, all claims, demands, or suits at law or equity arising in whole or in part, directly or indirectly, from Affiliate Member’s negligence or breach of any of its obligations under this Agreement; provided that nothing herein shall require Affiliate Member to indemnify JCEF against and hold harmless the JCEF from claims, demands or suits based solely upon the conduct of the JCEF, its officers, employees and agents, and; provide further that if the claims or suits are caused by or result from the concurrent negligence of: (a) Affiliate Member’s agents or employees; and (b) JCEF, its officers, employees and agents, this indemnity provision with respect to claims or suits based upon such negligence, and/or the cost to the JCEF of defending such claims and suits, etc., shall be valid and enforceable only to the extent of Affiliate Member’s negligence, or the negligence of Affiliate Member’s agents or employees.
Affiliate Member specifically assumes potential liability for actions brought against the JCEF by Affiliate Member’s employees, including all other persons engaged in the performance of any work or service required of the Affiliate Member under this Agreement and, solely for the purpose of this indemnification and defense, the Contractor specifically waives any immunity under the state industrial law, Title 51 RCW. Affiliate Member recognizes that this waiver was specifically entered into pursuant to provisions of RCW 4.25.115 and was subject of mutual negotiation.
SECTION 8: INSURANCE
Affiliate Member shall obtain and keep in force during the term of the contract, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to RCW 18.
1. Commercial Automobile Liability Insurance providing bodily injury and property damage liability coverage for all owned and non-owned vehicles assigned to or used in the performance of the work for a combined single limit of not less than $1,000,000 per occurrence in connection with Affiliate Member’s performance of contract.
a. Owned Automobiles;
b. Hired Automobiles; and
c. Non-owned Automobiles.
2. General Commercial Liability Insurance in an amount not less than a single limit of one million dollars ($1,000,000) per occurrence and an aggregate of not less than two (2) times the occurrence amount ($1,000,000 minimum) for bodily injury, including death and property damage, unless a greater amount is specified in the contract specifications. The insurance coverage shall contain no limitations on the scope of the protection provided and include the following minimum coverage:
a. Broad Form Property Damage, with no employee exclusion;
b. Personal Injury Liability, including extended bodily injury;
c. Broad Form Contractual/Commercial Liability – including: completed operations;
d. Premises – Operations Liability (M & C);
e. Independent Contractors and subcontractors;
f. Blanket Contractual Liability.
Said general liability policy shall name the JCEF as an additional insured and shall include a provision prohibiting cancellation of said policy except upon thirty (30) days prior written notice to the JCEF. Certificates of coverage as required by this section shall be delivered to the JCEF within thirty (30) days of execution of this agreement.
SECTION 9: INDEPENDENT CONTRACTOR
Affiliate Member and the JCEF agree that Affiliate Member is an independent contractor with respect to the services provided pursuant to this agreement. Nothing in this agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Affiliate Member nor any employee of Affiliate Member shall be entitled to any benefits accorded JCEF employees by virtue of the services provided under this agreement. JCEF shall not be responsible for assuming the duties of an employer with respect to Affiliate Member, or any employee of Affiliate Member.
APPROVED and signed this _ day of _ , 20____.
JEFFERSON COUNTY EDUCATION FOUNDATION
C/o WSU Jefferson County Extension
201 W Patison Street
Port Hadlock, WA 98133
360 379-5610
____________________
President Date
AFFILIATE MEMBER NAME
Affiliate Member Address
Affiliate City, State, Zip
Affiliate Phone
Date
___________________________________
Title
Minutes Nov 10, 2007
Jefferson County Education Foundation
Minutes of November 10, 2007
10:00 a.m. Jefferson County WSU Extension Office
Port Hadlock, Washington
Present: Jim Hodgson, Laurie Meyer, DeForest Walker (via TC), Debra Stinson, Cammy Brown, Carla Main, Bud Schlinder, Joy Baisch (via TC). A quorum was established.
Review of Bylaws: Suggestions: Look at the PT Education Foundation bylaws.
Update and change the objectives. Membership – member of each group that is under the JCEF umbrella should be on the board and participate. Incorporate outside entities to be active participants on the board.
Bylaws Committee:
Bud Schlinder – Chair
Joy Baisch
Jim Hodgson
Laurie Meyer
Debra Stinson
Slate of Officers: Slate of Officers was unanimously approved as follows:
Jim Hodgson – President
Deb Stinson – Vice President
Laurie Meyer – Treasurer
Cammy Brown – Secretary
Liability of Officers:
Recommendation: Foundation should have D & O Liability and general liability insurance. Any group wanting to be under the umbrella of the JCEF should have insurance. Laurie will look into.
We will look at general liability first and then D & O liability. We need to work on the bylaws first.
Farmer’s Market: Suggestion they have insurance and help pay overhead. Requirements before membership.
Establish a process – desk top procedures – how they operate with us.
Laurie is to contact accountant.
Organizations asking to be a part of our organization. Should they go for their own non-profit status?
Should we charge a 5% administrative fee and outline what they are getting from us: such as insurance, bylaws, procedures? Have a meeting with them – they make the decision.
Accounts we currently have:
20/20
Farmer’s Market
Clemente
Andy Mackie Foundation (he is under another organization at this time but Joy will keep foundation updated)
Financial Statements:
Motion was made by Joy and seconded by Laurie and unanimously approved as follows:
Laurie (along with Lela) has the authority to direct the
Clemente money into CDs as they see fit both in and out
of the account as necessary.
Joy left the meeting at 12:15 a.m.
Motion as made by Bud and seconded by Debra, DeForest abstained, and the rest unanimously approved adoption as follows:
Laurie is authorized to get an accountant for the education foundation
but keep Clemente informed.
Miscellaneous: Discussion took place on what the foundation is about:
What is the role of the foundation?
DeForest left meeting at 12:10 p.m.
Annual meeting was set for first Saturday of November. This is to be put in the Bylaws.
Preference of group was that we have quarterly meetings.
Everyone was in agreement to receive correspondence through e-mail transaction:
To be done before next meeting:
Bylaws and operating procedures to be outlined.
Laurie to meet with accountant and advise Deforest of outcome.
Laurie to mail a copy of the PT Foundation bylaws to everyone.
Next meeting is February – Saturday morning.
Meeting adjourned at 12:20 p.m.
Minutes taken and transcribed by Cammy Brown, Secretary
Jefferson County Education Foundation
Minutes of November 10, 2007
10:00 a.m. Jefferson County WSU Extension Office
Port Hadlock, Washington
Present: Jim Hodgson, Laurie Meyer, DeForest Walker (via TC), Debra Stinson, Cammy Brown, Carla Main, Bud Schlinder, Joy Baisch (via TC). A quorum was established.
Review of Bylaws: Suggestions: Look at the PT Education Foundation bylaws.
Update and change the objectives. Membership – member of each group that is under the JCEF umbrella should be on the board and participate. Incorporate outside entities to be active participants on the board.
Bylaws Committee:
Bud Schlinder – Chair
Joy Baisch
Jim Hodgson
Laurie Meyer
Debra Stinson
Slate of Officers: Slate of Officers was unanimously approved as follows:
Jim Hodgson – President
Deb Stinson – Vice President
Laurie Meyer – Treasurer
Cammy Brown – Secretary
Liability of Officers:
Recommendation: Foundation should have D & O Liability and general liability insurance. Any group wanting to be under the umbrella of the JCEF should have insurance. Laurie will look into.
We will look at general liability first and then D & O liability. We need to work on the bylaws first.
Farmer’s Market: Suggestion they have insurance and help pay overhead. Requirements before membership.
Establish a process – desk top procedures – how they operate with us.
Laurie is to contact accountant.
Organizations asking to be a part of our organization. Should they go for their own non-profit status?
Should we charge a 5% administrative fee and outline what they are getting from us: such as insurance, bylaws, procedures? Have a meeting with them – they make the decision.
Accounts we currently have:
20/20
Farmer’s Market
Clemente
Andy Mackie Foundation (he is under another organization at this time but Joy will keep foundation updated)
Financial Statements:
Motion was made by Joy and seconded by Laurie and unanimously approved as follows:
Laurie (along with Lela) has the authority to direct the
Clemente money into CDs as they see fit both in and out
of the account as necessary.
Joy left the meeting at 12:15 a.m.
Motion as made by Bud and seconded by Debra, DeForest abstained, and the rest unanimously approved adoption as follows:
Laurie is authorized to get an accountant for the education foundation
but keep Clemente informed.
Miscellaneous: Discussion took place on what the foundation is about:
What is the role of the foundation?
DeForest left meeting at 12:10 p.m.
Annual meeting was set for first Saturday of November. This is to be put in the Bylaws.
Preference of group was that we have quarterly meetings.
Everyone was in agreement to receive correspondence through e-mail transaction:
To be done before next meeting:
Bylaws and operating procedures to be outlined.
Laurie to meet with accountant and advise Deforest of outcome.
Laurie to mail a copy of the PT Foundation bylaws to everyone.
Next meeting is February – Saturday morning.
Meeting adjourned at 12:20 p.m.
Minutes taken and transcribed by Cammy Brown, Secretary
Jefferson County Education Foundation
Minutes Sept 27, 2007
Jefferson County Education Foundation
Minutes of September 27, 2007 Meeting
5:00 p.m. Jefferson County WSU Extension Office
Port Hadlock, Washington
Present: Jim Hodgson; Laurie Meyer, DeForest Walker (via TC), Debra Stinson, Cammy Brown (via TC), Carla Main, Bud Schlinder, Joy Baisch (via TC) A quorum was established.
It was noted that three members have resigned: Jim Watson, Ian McFall and JD Gallant
Old Business:
Review of bylaws. There was some discussion that the bylaws should be simplified.
Joy Baisch gave examples of some simplification. Laurie made a motion, DeForest Walker seconded and it was unanimously approved as follows:
The bylaws of the Jefferson County Education Foundation (JCEF) would be revised and updated.
Laurie Meyer would chair the committee and Debra Stinson and Joy Baisch would help.
New Business:
1. Confirmation of members of committee. Jim Watson e-mailed resignation to Laurie Meyer, Ian McFall e-mailed resignation to Laurie Mayer, J. D. Gallant gave notice. Next meeting confirm resignations and members not on board.
It was noted that there should be an announcement of some kind informing people that sit on the board that there is a requirement to attend so many meetings.
2. Farmers’ Market: Action on this item was tabled until the next meeting.
There was some discussion about insurance liability, ground rules, administrative fees, shared expenses.
6. Liability Insurance: This is action item No. 6 on the agenda. Called out of sequence. Motion was made by Joy Baisch, seconded by DeForest Walker and unanimously approved as follows:
Laurie Meyer has the authority to look into liability insurance for the board and organization.
3. Financial Statement – administration of finances – allocation of expenses.
There was some discussion on this topic. Look into sharing costs to join re insurance and overhead. What are costs? Talk to each of the groups that we have in the organization. There should be a financial mechanism to share in the costs of the administration of the funds. Laurie Meyer will put together some computations for the board. This will be acted on at the next meeting. President Hodgson will get some information for Laurie also.
Laurie addressed financial statements. Motion was made by Carla Main, seconded by DeForest Walker and unanimously approved as follows:
Laurie Meyer has the authority to hire a CPA to do the taxes for the organization.
4. Reconfirmation of Slate of Officers:
President: Jim Hodgson
Treasurer: Laurie Meyer
Secretary: Cammy Brown
Vice President: Vacant
5. Reconfirmation of members of committee: This agenda item will be addressed at November meeting. Language will be needed to describe responsibilities of members.
9. Andy Mackie Foundation – this item was moved up out of sequence. Joy Baisch gave some history of the foundation and addressed the need to have the foundation under the umbrella of the JCEF. It as unanimously agreed that the JCEF would support the Andy Mackie Foundation. Joy Baisch will bring more information to the board at the November meeting. This item was tabled until the next meeting of the board. Joy Baisch exited the meeting at 6:35 p.m.
6. Addressed out of sequence above.
7. Check writing authority: Authority was given to Laurie Meyer to write standard checks. Motion was made by Carla Main, seconded by Debra Stinson and unanimously approved as follows:
Laurie Meyer is given the authority to write checks under
the amount of $1,000.00 without prior approval of the board and.
if the amount is over $1,000 prior approval of an officer of the
corporation must be obtained.
8. Notice of Annual Meeting: November 4th at WSU Extension office
at 4:00 – 6:00 p.m. (Note: Since this meeting and the transcription of these minutes the date and time of the meeting has changed to SAT. NOV. 10th at 10:00 a.m. WSU Extension Office Lobby.
9. Addressed out of sequence above.
10. Public Radio License Port Townsend – information only.
Other Business:
1. Clemente donation – stock. Motion was made, seconded and unanimously approved as follows:
Authority is hereby given to the Treasurer of the JCEF to conduct
transactions to cash the stock donated to Clemente and deposit it
into the bank.
Meeting adjourned at 6:55 p.m.
Meeting notes taken and transcribed by
Cammy Brown, Secretary
Minutes of September 27, 2007 Meeting
5:00 p.m. Jefferson County WSU Extension Office
Port Hadlock, Washington
Present: Jim Hodgson; Laurie Meyer, DeForest Walker (via TC), Debra Stinson, Cammy Brown (via TC), Carla Main, Bud Schlinder, Joy Baisch (via TC) A quorum was established.
It was noted that three members have resigned: Jim Watson, Ian McFall and JD Gallant
Old Business:
Review of bylaws. There was some discussion that the bylaws should be simplified.
Joy Baisch gave examples of some simplification. Laurie made a motion, DeForest Walker seconded and it was unanimously approved as follows:
The bylaws of the Jefferson County Education Foundation (JCEF) would be revised and updated.
Laurie Meyer would chair the committee and Debra Stinson and Joy Baisch would help.
New Business:
1. Confirmation of members of committee. Jim Watson e-mailed resignation to Laurie Meyer, Ian McFall e-mailed resignation to Laurie Mayer, J. D. Gallant gave notice. Next meeting confirm resignations and members not on board.
It was noted that there should be an announcement of some kind informing people that sit on the board that there is a requirement to attend so many meetings.
2. Farmers’ Market: Action on this item was tabled until the next meeting.
There was some discussion about insurance liability, ground rules, administrative fees, shared expenses.
6. Liability Insurance: This is action item No. 6 on the agenda. Called out of sequence. Motion was made by Joy Baisch, seconded by DeForest Walker and unanimously approved as follows:
Laurie Meyer has the authority to look into liability insurance for the board and organization.
3. Financial Statement – administration of finances – allocation of expenses.
There was some discussion on this topic. Look into sharing costs to join re insurance and overhead. What are costs? Talk to each of the groups that we have in the organization. There should be a financial mechanism to share in the costs of the administration of the funds. Laurie Meyer will put together some computations for the board. This will be acted on at the next meeting. President Hodgson will get some information for Laurie also.
Laurie addressed financial statements. Motion was made by Carla Main, seconded by DeForest Walker and unanimously approved as follows:
Laurie Meyer has the authority to hire a CPA to do the taxes for the organization.
4. Reconfirmation of Slate of Officers:
President: Jim Hodgson
Treasurer: Laurie Meyer
Secretary: Cammy Brown
Vice President: Vacant
5. Reconfirmation of members of committee: This agenda item will be addressed at November meeting. Language will be needed to describe responsibilities of members.
9. Andy Mackie Foundation – this item was moved up out of sequence. Joy Baisch gave some history of the foundation and addressed the need to have the foundation under the umbrella of the JCEF. It as unanimously agreed that the JCEF would support the Andy Mackie Foundation. Joy Baisch will bring more information to the board at the November meeting. This item was tabled until the next meeting of the board. Joy Baisch exited the meeting at 6:35 p.m.
6. Addressed out of sequence above.
7. Check writing authority: Authority was given to Laurie Meyer to write standard checks. Motion was made by Carla Main, seconded by Debra Stinson and unanimously approved as follows:
Laurie Meyer is given the authority to write checks under
the amount of $1,000.00 without prior approval of the board and.
if the amount is over $1,000 prior approval of an officer of the
corporation must be obtained.
8. Notice of Annual Meeting: November 4th at WSU Extension office
at 4:00 – 6:00 p.m. (Note: Since this meeting and the transcription of these minutes the date and time of the meeting has changed to SAT. NOV. 10th at 10:00 a.m. WSU Extension Office Lobby.
9. Addressed out of sequence above.
10. Public Radio License Port Townsend – information only.
Other Business:
1. Clemente donation – stock. Motion was made, seconded and unanimously approved as follows:
Authority is hereby given to the Treasurer of the JCEF to conduct
transactions to cash the stock donated to Clemente and deposit it
into the bank.
Meeting adjourned at 6:55 p.m.
Meeting notes taken and transcribed by
Cammy Brown, Secretary
Minutes- Jan 06
JEFFERSON COUNTY EDUCATION FOUNDATION
Minutes: January 23, 1007
Convened: 10:08AM at WSU and via WSU teleconference
Next Meetings
February 7th 10AM at WSU- Organizational Subcommittee- make a proposal of line in line out by laws and articles of incoporation, for Board to review and approve
Board Meeting- Feb 16th
Present: Jim Hodgson, Sally Lovell, Joe Baisch, Joy Baisch. Lela Hilton, Laurie Meyer, Katherine Baril, Bud Shindler, De Forest Walker
Absent: Jim Watson, Bill Wise, Cammy Brown, JD Gallant, John Estes, Kit Siemion, Carla Main, Jane Hall, Ian McFall
Agenda:
Minutes read as distributed. Correct spelling of Sally Lovell’s name
Motion to approve: Bud Shindler
Second: Deforest Walkier
Passed by voice- Approved as read with correction to Sally’s name
Financial Committee- Laure Meyer and Sally Lovell
Contact was made with EDC to get records, still waiting to get CD and Quicken files from Angela at EDC, Angela said that she would complete payroll for taxes in 2006. Still waiting for returned phone calls. Records are still incomplete- Laurie is following up with EDC Director, Laurence Graves at Frontier Bank.
Motion: Laurie moved to make Frontier Bank the foundation bank- Laurie will be the representative to have signing powers etc. as Treasurer.
Second: Joy and Deforest
Passed by voice vote.
Motion: Laurie moved to purchase Quicken software.
Second: Joy
Discussion- if under $200 could probably pay for it with Foundation funds. Lela said that they could probably contribute since all the work has been for clemente. Discussed that if it was under $500 WSU would contribute. Foundation has not been charging any administrative fee and probablly needs to have funds for this type of purchase.
Moved: Katherine moved that WSU will buy the software and Foundation can use it
Second: Bud and DeForest
Passed by unanimous voice vote.
Discussion: Sally gave an update of a conversation with John Estes from the Farmer’s Market. They are working to get their own 501c3 status, they do all their own books, they haven’t deposited any funds with the foundation in 2006 and probably also in 2005. They are getting their own charitable status for the Friends. The Market itself is under that State Market Association.
Motion: Katherine proposed that by September we get a written clairification that Market no longer affiliated with the Foundation
Second, Bud,
Discussion: don’t want to just cut them off until they are ready. The Foundation is responsible to ensure money spent on charitable purposes. Not just a pass through but help with incubation, coaching, networking, support. Finance team will draft an affiliation agreement, Joy cautioned that this is important to IRS status. We can wait until the Market comes back to us with their new IRS status- Katherine is on the Market board so will keep posted. Joy suggested for our protection we should write a letter. Felt that the minutes would suffice. John is telling us that the Market’s intent is clearly to get their own IRS papers and they aren’t sending any money to the Foundation. Look at Angela’s books for 2005 and then write a letter than no longer affiliated with the Foundation.
Discussion was to table the letter until the finance committee had time to review Angela’s files and see if there was any activity in 2005 -2006.
Financial Committee needs to draft an affiliation agreement – what are the Foundation’s expectations? What is the groups? What is the relationship? What value does the foundation add? E.g. coaching, support, technical assistance?
Discussion: need to recruit a new treasurer? Or pay a bookkeeper by charging an administrative fee to our affiliates. Laurie expressed concern that she doesn’t know all the actors and agreements and feels uncomfortable. Everyone talked about this being only the second meeting and feeling that in 60-90 days there will be more detail and more structure. De Forest said that we are not at a place to articulate our own capacity. We need information before we can take action and we will step back – we are now in an early rejuvenation stage. Joy said that she wants to see paper, writing, read it and think about it and is uncomfortable being totally oral.
Referred to the financial committee: Get all the papers from Angela, review what if any funds have the Market deposited with the Foundaiton in 2005- and 2006. What type of affiliation agreement should be drafted? Do we need to hire a bookkeeper or secretary service to keep our records / addresses/ emails in order? Some need more things in writing and more certainty. We agreed that we need to get the paperwork from the EDC, analyze it, firm up what we’re doing now before we assess our future capacity. Need to have one site for all the paperwork,
Local 2020
Motion: Katherine moved that we accept local 2020 for affiliation
Second: Sally
Discussion: are we prepared for another affiliation project? Will do it for 3-6 months while we organize with the notice that at the end of the re-organization the group may have to have its own structure. Discussion: we need to amend our By laws, needed to have review by this meeting so by next meeting- We need to have Cammy locate our IRS letter of determination- get our offical documents together- need to meet more frequently during this re-invigoration- Cammy is the registered agent according to Laurie- Joy and Cammy can check on line what our State and Federal status is. Bud reminded the group that we had already said we would affiliate with Local 2020 and as we organize ourselves we can reserve the right downstream to dis-associate if necessary. Use the $500 to start an account at Frontier Bank, track the 2020 funds separately.
Request Cammy to collect our current paperwork together- to get IRS ruling and official paperwork- what is the federal – state viewpoint of our status. Meet again in 1 month
Reorganization Committee: Jim Hodgson, Joy Baisch, Cammy Brown
Attendance if Possible: jim Watson, Bud Shindler, Katherine Baril
Develop an affiliation agreement, develop a performa, suggest do we stay in this direction or what is our strategic plan? Review By Laws and Articles of Incorporation and recommend any changes.
Call for vote: deforest abstain, Joy yes, Joe Yes, Bud yes, Jim yes, Laurie yes, Lovell abstain, Baril abstain.
Passes by voice vote.
Next Meetings
February 7th 10AM at WSU- Organizational Subcommittee- make a proposal of line in line out by laws and articles of incoporation, for Board to review and approve
Board Meeting- Feb 16th
Move to adjourn- DeForest
Second: Bud
Passed
Adjourn: 11:30 AM
Minutes: January 23, 1007
Convened: 10:08AM at WSU and via WSU teleconference
Next Meetings
February 7th 10AM at WSU- Organizational Subcommittee- make a proposal of line in line out by laws and articles of incoporation, for Board to review and approve
Board Meeting- Feb 16th
Present: Jim Hodgson, Sally Lovell, Joe Baisch, Joy Baisch. Lela Hilton, Laurie Meyer, Katherine Baril, Bud Shindler, De Forest Walker
Absent: Jim Watson, Bill Wise, Cammy Brown, JD Gallant, John Estes, Kit Siemion, Carla Main, Jane Hall, Ian McFall
Agenda:
Minutes read as distributed. Correct spelling of Sally Lovell’s name
Motion to approve: Bud Shindler
Second: Deforest Walkier
Passed by voice- Approved as read with correction to Sally’s name
Financial Committee- Laure Meyer and Sally Lovell
Contact was made with EDC to get records, still waiting to get CD and Quicken files from Angela at EDC, Angela said that she would complete payroll for taxes in 2006. Still waiting for returned phone calls. Records are still incomplete- Laurie is following up with EDC Director, Laurence Graves at Frontier Bank.
Motion: Laurie moved to make Frontier Bank the foundation bank- Laurie will be the representative to have signing powers etc. as Treasurer.
Second: Joy and Deforest
Passed by voice vote.
Motion: Laurie moved to purchase Quicken software.
Second: Joy
Discussion- if under $200 could probably pay for it with Foundation funds. Lela said that they could probably contribute since all the work has been for clemente. Discussed that if it was under $500 WSU would contribute. Foundation has not been charging any administrative fee and probablly needs to have funds for this type of purchase.
Moved: Katherine moved that WSU will buy the software and Foundation can use it
Second: Bud and DeForest
Passed by unanimous voice vote.
Discussion: Sally gave an update of a conversation with John Estes from the Farmer’s Market. They are working to get their own 501c3 status, they do all their own books, they haven’t deposited any funds with the foundation in 2006 and probably also in 2005. They are getting their own charitable status for the Friends. The Market itself is under that State Market Association.
Motion: Katherine proposed that by September we get a written clairification that Market no longer affiliated with the Foundation
Second, Bud,
Discussion: don’t want to just cut them off until they are ready. The Foundation is responsible to ensure money spent on charitable purposes. Not just a pass through but help with incubation, coaching, networking, support. Finance team will draft an affiliation agreement, Joy cautioned that this is important to IRS status. We can wait until the Market comes back to us with their new IRS status- Katherine is on the Market board so will keep posted. Joy suggested for our protection we should write a letter. Felt that the minutes would suffice. John is telling us that the Market’s intent is clearly to get their own IRS papers and they aren’t sending any money to the Foundation. Look at Angela’s books for 2005 and then write a letter than no longer affiliated with the Foundation.
Discussion was to table the letter until the finance committee had time to review Angela’s files and see if there was any activity in 2005 -2006.
Financial Committee needs to draft an affiliation agreement – what are the Foundation’s expectations? What is the groups? What is the relationship? What value does the foundation add? E.g. coaching, support, technical assistance?
Discussion: need to recruit a new treasurer? Or pay a bookkeeper by charging an administrative fee to our affiliates. Laurie expressed concern that she doesn’t know all the actors and agreements and feels uncomfortable. Everyone talked about this being only the second meeting and feeling that in 60-90 days there will be more detail and more structure. De Forest said that we are not at a place to articulate our own capacity. We need information before we can take action and we will step back – we are now in an early rejuvenation stage. Joy said that she wants to see paper, writing, read it and think about it and is uncomfortable being totally oral.
Referred to the financial committee: Get all the papers from Angela, review what if any funds have the Market deposited with the Foundaiton in 2005- and 2006. What type of affiliation agreement should be drafted? Do we need to hire a bookkeeper or secretary service to keep our records / addresses/ emails in order? Some need more things in writing and more certainty. We agreed that we need to get the paperwork from the EDC, analyze it, firm up what we’re doing now before we assess our future capacity. Need to have one site for all the paperwork,
Local 2020
Motion: Katherine moved that we accept local 2020 for affiliation
Second: Sally
Discussion: are we prepared for another affiliation project? Will do it for 3-6 months while we organize with the notice that at the end of the re-organization the group may have to have its own structure. Discussion: we need to amend our By laws, needed to have review by this meeting so by next meeting- We need to have Cammy locate our IRS letter of determination- get our offical documents together- need to meet more frequently during this re-invigoration- Cammy is the registered agent according to Laurie- Joy and Cammy can check on line what our State and Federal status is. Bud reminded the group that we had already said we would affiliate with Local 2020 and as we organize ourselves we can reserve the right downstream to dis-associate if necessary. Use the $500 to start an account at Frontier Bank, track the 2020 funds separately.
Request Cammy to collect our current paperwork together- to get IRS ruling and official paperwork- what is the federal – state viewpoint of our status. Meet again in 1 month
Reorganization Committee: Jim Hodgson, Joy Baisch, Cammy Brown
Attendance if Possible: jim Watson, Bud Shindler, Katherine Baril
Develop an affiliation agreement, develop a performa, suggest do we stay in this direction or what is our strategic plan? Review By Laws and Articles of Incorporation and recommend any changes.
Call for vote: deforest abstain, Joy yes, Joe Yes, Bud yes, Jim yes, Laurie yes, Lovell abstain, Baril abstain.
Passes by voice vote.
Next Meetings
February 7th 10AM at WSU- Organizational Subcommittee- make a proposal of line in line out by laws and articles of incoporation, for Board to review and approve
Board Meeting- Feb 16th
Move to adjourn- DeForest
Second: Bud
Passed
Adjourn: 11:30 AM
Minutes- Dec 06
Jefferson County Education Foundation
Minutes from Meeting of Dec. 1 at 10:30 a.m. via conference call.
Present: Joy Baisch, Laurie Meyer, Katherine Baril, Bill Wise, Bud Schindler, Cammy Brown, Jim Hodgson, Jim Watson, Sally Lovell, Ian McFall.
Absent: Joe Baisch, Carla Main, Jane Hall, JD Gallant, John Estes, Kit Siemion
Introductions were made.
Old Business:
1. Designate a financial work team to ensure taxes are filed up to date:
Action: Sallie, Joy and Laurie are work team.
2. Transition from EDC to WSU
Action: – Laurie will get together with Angela who used to work for to go over books from EDC. Lela said she would work with Angela also. Lela said that deForest Walker will be her representative on the committee.
3. Review the Bylaws for any changes
Action: Katherine was going to send out the bylaws to all committee members to look over.
Officers:
Jim Hodgson – Chair
Jim Watson Co-Chair
Treasurer – Laurie Meyer
Secretary – Cammy Brown
Slate of officers was unanimously approved.
New Business:
1. Clemente - Lela Hilton gave a program update.
2. Farmers Market – needs to be defined – more information coming
3. Big Quil Enterprises 4H Youth – Report by Joy Baisch
Update on PT School District interest in Foundation: Affiliation – No report.
Meetings last Friday of the month – conference calls?
Scheduled meetings:
Friday, Jan. 26
Friday, April 27
Friday, Sept. 28
Annual meeting in October – Face to Face
Friday, Nov. 30
Items on Agenda for next meeting:
1.Bylaws – review
2.Report – Sub Committee on Finance: Laurie, Joy and Sallie
3.Website
4.Other Business
1. Katherine said she would e-mail Bylaws to all before the next meeting.
2. Subcommittee on Finance to meet with Angela.
3, Put together notebook with corporation records and history (Katherine & Cammy)
Next meeting is January 26th 10:00 a.m. Conference call.
Meeting adjourned at 11:15 a.m.
Notes taken and transcribed by Cammy Brown, Secretary
Minutes from Meeting of Dec. 1 at 10:30 a.m. via conference call.
Present: Joy Baisch, Laurie Meyer, Katherine Baril, Bill Wise, Bud Schindler, Cammy Brown, Jim Hodgson, Jim Watson, Sally Lovell, Ian McFall.
Absent: Joe Baisch, Carla Main, Jane Hall, JD Gallant, John Estes, Kit Siemion
Introductions were made.
Old Business:
1. Designate a financial work team to ensure taxes are filed up to date:
Action: Sallie, Joy and Laurie are work team.
2. Transition from EDC to WSU
Action: – Laurie will get together with Angela who used to work for to go over books from EDC. Lela said she would work with Angela also. Lela said that deForest Walker will be her representative on the committee.
3. Review the Bylaws for any changes
Action: Katherine was going to send out the bylaws to all committee members to look over.
Officers:
Jim Hodgson – Chair
Jim Watson Co-Chair
Treasurer – Laurie Meyer
Secretary – Cammy Brown
Slate of officers was unanimously approved.
New Business:
1. Clemente - Lela Hilton gave a program update.
2. Farmers Market – needs to be defined – more information coming
3. Big Quil Enterprises 4H Youth – Report by Joy Baisch
Update on PT School District interest in Foundation: Affiliation – No report.
Meetings last Friday of the month – conference calls?
Scheduled meetings:
Friday, Jan. 26
Friday, April 27
Friday, Sept. 28
Annual meeting in October – Face to Face
Friday, Nov. 30
Items on Agenda for next meeting:
1.Bylaws – review
2.Report – Sub Committee on Finance: Laurie, Joy and Sallie
3.Website
4.Other Business
1. Katherine said she would e-mail Bylaws to all before the next meeting.
2. Subcommittee on Finance to meet with Angela.
3, Put together notebook with corporation records and history (Katherine & Cammy)
Next meeting is January 26th 10:00 a.m. Conference call.
Meeting adjourned at 11:15 a.m.
Notes taken and transcribed by Cammy Brown, Secretary
Subscribe to:
Posts (Atom)