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 JCEF”.
Correction: Alliana should be Alliance.

Paragraph 1: “Laurie needs final statements from Emerald Downs."
Correction: “Laurie needs final financial statement from Emerald Towns Alliance.”

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 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 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