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
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