MO-RIVER.NET BOARD MINUTES |
September 1997
Mo-River.Net Board Minutes
By-Laws as approved with amendments
NOTE: Next Board Meeting is at 10:30 a.m. October 17, 1997, Boonslick Industries
Board Members PRESENT: Nick Clark, Jene Crook, Pat Jackson, Jeff Maddy, Tim Nadeau, Art Schneider, J. Darin Starr, Ken Stegner, Harry Stone, Betty Joan Vollmer, Ginger Wenger, Virginia Wessing and Bill Wood.
Meeting Convened at 10:30 a.m. By Bill Wood.
OLD BUSINESS:
Missouri-River.Net By-Laws as offered by Mark Eslick, Ginger Wenger, Bill Wood and Art Schneider were discussed. 9COMPLETE BY-LAWS AS AMENDED ARE AT THE END OF THIS MESSAGE) After motion and second were made, by vote of 4 to 1 (all others abstaining) the board voted to add as part of Article III Section I: Membership in the organization shall be open to all those living and/or working OR HAVING A BUSINESS in Cooper...."
Article III Section 2, by unanimous vote, was amended to read
"...and to vote in the election (OF OFFICERS AND deleted) of the board of directors..."
AGENDA SUSPENDED
The agenda was suspended, and motion made and seconded that Jene Crook of Saline County be elected to the board. Passed unanimously.
Motion was made and seconded that Ken Stegner of Cooper County be elected to the board. Passed unanimously.
AGENDA RESUMED
After further discussion, it was moved that Article 4, Section 8 be amended and "Board member" be replaced by "MEMBERS OF THE BOARD OF DIRECTORS" shall serve..." and Section 9 amended to read. "Board officers shall be elected BY THE BOARD OF DIRECTORS FOR ONE-YEAR TERMS." Passed unanimously.
It was then moved that the board accept the by-laws as amended. All 13 board members present approved the by-laws as revised.
TERMS OF MEMBERSHIP
Pursuant to Article IV, Section 8 of the by-laws, the terms of office of the 17 members (13 present and four absent) were drawn. The following drew two-year terms:
Nick Clark
Jene Crook
Pat Jackson
Tim Nadeau
Art Schneider
Darin Starr
Harry Stone
Bill Sullivan
Doug Weekley
The following drew one-year terms:
Mark Eslick
Jeff Maddy
Ken Stegner
Betty Joan Vollmer
Ginger Wenger
Virginia Wessing
Tom White
Bill Wood
AUGUST MINUTES:
Minutes of the August 15, 1997, organizational meeting as distributed e-mail were approved.
TREASURER'S REPORT
Art Schneider reported that he had opened a checking account under the name Mo-River.Net with Boonslick Bank. (Don Cowherd, bank president, waived all fees for the account.) At this time the board has received a $500 donation from Potter Transport and a loan of $25 from Bill Wood. The loan was used to pay the $25 not-for-profit corporate filing fee. Art also noted that checks issued on the checking account require the signature of two of the three officers.
RESOLUTION OF APPRECIATION
The board unanimously approved a resolution of appreciation for all who worked on putting the Public Access Point Computer grant proposal together.
UPDATE ON GRANT PROPOSAL
Art Schneider reported that he attended a Central Missouri Region meeting attended by Missouri Express representatives. At the meeting, the representative noted that the application had been received and will be considered in this review. Art indicated that he thought we should have some indication of whether or not it is approved by the October board meeting.
MEMBERSHIP
Ginger Wenger reported on a meeting of the officer an Mark Eslick in which membership fees were discussed. Mo-River.Net membership, she suggested, be considered as a form of booster club to promote Mo-River.Net. Ginger noted--and it was strongly reiterated several times--that a membership fee would not be a requirement to use the public access stations nor would inability to pay a membership fee exclude an individual who meets membership criteria in Article III, Section 1 of the by-laws. After much discussion, the board approved amending the by-laws to include "The annual membership fee shall be $5."
NOTE: THE BOARD DISCUSSED BUT DID NOT ESTABLISH A PROCESS OR PROCEDURE FOR THOSE NOT ABLE TO PAY THE MEMBERSHIP FEE.
FESTIVAL OF LEAVES
As October 4 is the annual Festival of Leaves in Cooper County, it was suggested that flyers or pamphlets be made available. Pat Jackson said she would arrange a booth. Bill Wood, Nick Clark and Ginger Wenger volunteered to work together to assure the booth was staffed. Also, it was suggested that Mo-River.Net be on line at the Courthouse so people could get on the net or see it. Art Schneider noted Master Gardeners will be at the Courthouse, so the office will be open. He has a workshop that day in Columbia, but agreed to have the computer available. (Also, he will look into reserving the computer overhead project.) Art said he would be willing to prepare copy for a brochure and Pat offered to design the pamphlet. (Either the chamber or the University Extension center or both will photocopy the pamphlet.)
Jene Crook noted that at the end of October Saline County will also be having a festival. Art said he would be sure she received pamphlets for the event.
CORPORATE SPONSORSHIP
After the last board meeting, as officers met with Mark Eslick, there was discussion about the need to have funding to pay phone charges and provide equipment for the public access stations if Mo-River.Net received a grant from Missouri Express. There also was discussion about a need for funds to pay the State of Missouri not-for-profit filing fee ($25) and filing for a 501(C)3 federal not-for-profit, which could cost $600 or more for form preparation and filing. The officers agreed to seek corporate sponsorship at the rate of $100 per year and a minimum of two years sponsorship. Corporate sponsors would be acknowledged on the Mo-River.Net Home Page. In addition, if the corporate sponsor had a Home Page or other page, it was approved to establish a link between the corporate listing on the Mo-River.Net home page to the corporate page.
It was requested that the board approve the corporate membership as outlined in the above paragraph. It was moved, seconded and unanimously approved.
MEMBERSHIP AND SPONSORSHIP
Questions were raised as to whether a corporate sponsorship also included a membership. It was moved, seconded and unanimously approved that corporate sponsorship not be a membership.
501(C)3
Nick Clark discussed using a 501(C)3 subsection that would enable Mo-River.Net to establish itself as a foundation. He noted that this would permit the board to broaden its options and to distribute funds to other organizations and entities. He noted that by filing under this subsection initially, the board could save the cost of having to refile as a community foundation at some later point. Initial filing as a foundation would not change what the board can do under a traditional federal 501)C)3 tax exempt status. Nick offered to invite Cecil Cliburn of the Missouri Department of Economic Development to the October board meeting if the board so desired. Bill Wood asked Ginger Wenger to meet with Mark Eslick, who handled board incorporation, to look into the merits of filing as a 501(C)3 community foundation.
By consensus the board to table other agenda items until the October board meeting.
Respectfully submitted
Art Schneider, Board Secretary/Treasurer
BY-LAWS
OF
MISSOURI RIVER.NET, INC.
ARTICLE I
NAME
SECTION 1. The name of this organization shall be the Missouri River.Net, Inc.
ARTICLE II
PURPOSES
SECTION 1. The purpose of this organization shall be as set forth in the Articles of Incorporation.
ARTICLE III
MEMBERSHIP
SECTION 1. Membership in the organization shall be open to those living and/or working or having a business in Cooper, Howard and Saline Counties. The annual membership fee shall be $5. To register as a member, individuals should send an e-mail to: webmaster @MO-RIVER.NET and a check to the secretary/treasurer. Individuals may also register at sites to be designated by the board.
SECTION 2. Privileges of membership:Regular members shall be entitled to hold office, serve as a member of the Board of Directors, on any committee of the organization, participate in the annual business meeting or any special meeting of the organization, and to vote in the election of directors, and on any matter of business coming before the membership at any meeting of the organization.
SECTION 3. The membership year shall be for one year and is automatically renewable.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1. The board shall meet the third Friday of each month. By vote of the board, frequency of meetings may be reduced, but at least four meetings (including the annual meetings) shall be held each year.
SECTION 2. Special meetings of the Board of Directors may be held on call of the president, or upon the written request of three (3) directors. Requests for such special meetings shall include an agenda of business to be considered.
SECTION 3. The notice of time and place of all regular meetings of the Board of Directors shall be given by e-mail. Notices of all special meetings of the Board shall be given by e-mail seven (7) days prior to the date of such meetings.
SECTION 4. The members of the Board of Directors may be polled by e-mail on a specific questions without the necessity of calling a special meeting if two-thirds (2/3) respond.
SECTION 5. One-half (2) of the Board of Directors shall constitute a quorum.
SECTION 6. The president shall vote only in the event of a tie vote among the directors on any matter requiring a vote by the Board of Directors.
SECTION 7. A simple majority shall be required to pass any matter to be voted upon by the Board of Directors.
SECTION 8. Members of the Board of Directors shall serve a two(2)year term. In the event of resignation, the board shall appoint a replacement. Terms shall be staggered--with the first board drawing for one or two year terms.
SECTION 9. Board officers shall be elected by the Board of Directors for one-year terms.
ARTICLE V
DUTIES OF THE OFFICERS AND BOARD OF DIRECTORS
SECTION 1. The president or in his absence, the vice president, or in his absence any member selected by the Board of Directors, shall preside at meetings of the organization. The president shall be an ex-officio member of all committees of the organization and shall render an annual report to the membership. The president shall have such other duties as usually pertain to such a position.
SECTION 2. The vice president shall carry on the duties of the president in the absence of the president.
SECTION 3. The secretary/treasurer shall keep the minutes of the meetings of the organization and shall be responsible for serving all notices required by law or by these by-laws. The secretary/treasurer also shall maintain the organization's financial records.
SECTION 4. An amendment to be effective must be approved by a majority of the board. An amendment may be effective without prior notice of its proposed submission if it receives the approval of a majority of all the regular members of the organization whether it be included on the agenda of the meeting or not.
ADOPTED THIS 19th DAY OF September 1997